Common use of Conditions Clause in Contracts

Conditions. The Incremental Revolving Commitment shall become effective as of such Revolving Commitment Increase Effective Date; provided that: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.

Conditions. The Incremental Revolving Commitment shall become effective as obligation of such Revolving Commitment Increase Effective Date; provided thatthe Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditions: (ia) the condition set forth in Section 6.2(cThe Company Registration Statement: (x) shall be satisfied effective as to all Shares, not subject to any threatened or actual stop order and (except as otherwise set forth y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the applicable Increase Revolving Joinder);circumstances under which they were made, not misleading. (iib) Each The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made by any Loan Party in or pursuant to the Loan Documents this Agreement shall be true and correct in all material respects on and as of such and on each of the date of this Agreement and each Settlement Date, as if first made and restated on and as of each such date date. (except (Ad) The Company shall have issued a press release reasonably acceptable to the extent made as Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a specific datemanner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in which case such representation agreed form, in order to evidence and warranty shall be true disclose the offer and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time sale of the execution of Shares issued hereunder (the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction"SUPPLEMENT").

Conditions. The Incremental (i) As a condition precedent to each Revolving Commitment Credit Increase, the Borrower shall become effective deliver to the Administrative Agent a certificate of the Borrower and, if reasonably determined by the Administrative Agent to be necessary or desirable under applicable Requirements of Law with respect to the Loan Documents of a Guarantor, of each such Guarantor, dated as of the Increase Effective Date, signed by a Responsible Officer of the Borrower or each such Guarantor, as applicable, and (A) certifying and attaching the resolutions adopted by the Borrower or such Guarantor approving or consenting to such Revolving Credit Increase (which, with respect to any such Loan Party, may, if applicable, be the resolutions entered into by such Loan Party in connection with the incurrence of the Obligations on the Closing Date) and (B) certifying that (1) both before and immediately after giving effect to such Revolving Credit Increase, as of the Increase Effective Date no Default or Event of Default shall exist and be continuing, (2) immediately after giving effect to such Revolving Credit Increase, as of the Increase Effective Date the Borrower shall be in pro forma compliance (after giving effect to the incurrence of such Revolving Commitment Credit Increase Effective Date; provided that: (iand the use of proceeds thereof) with each of the condition set forth financial covenants contained in Section 6.2(c7.16 and (3) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each of the representations and warranties made by any of the Borrower and each other Loan Party contained in Article V or pursuant to the any other Loan Documents shall be Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) on and as of such date as if made on and as of such date (the Increase Effective Date, except (A) to the extent made as of a specific that such representations and warranties specifically refer to an earlier date, in which case such representation and warranty shall be they are true and correct in all material respects on (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) as of such specific date earlier date, and except that for purposes of this clause (B) i)(B)(3), the representations and warranties qualified by materiality contained in Sections 5.04(a) and (b) shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is deemed to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited refer to the Specified Representations most recent statements furnished pursuant to Sections 6.01(a) and (other than Section 5.19 with respect b), respectively. In addition, as a condition precedent to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the each Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided thatCredit Increase, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder such other officer’s certificates, Organization Documents and any customary legal opinions or other documents of the type delivered on the Closing Date as are reasonably requested by by, and in form and substance reasonably satisfactory to, the Administrative Agent. (ii) Each Revolving Credit Increase shall have the same terms as the outstanding Revolving Credit Loans and be part of the existing Revolving Credit Facility hereunder. Upon each Revolving Credit Increase (x) each Lender having a Commitment immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Credit Increase (each, a “Revolving Credit Increase Lender”) in respect of such increase, and each such Revolving Credit Increase Lender will automatically and without further act be deemed to have assumed a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in (1) Letters of Credit and (2) Swing Line Loans, will, in each case, equal each Lender’s Applicable Percentage (after giving effect to such increase in the Revolving Credit Facility) and (y) if, on the date of such increase there are any Revolving Credit Loans outstanding, the Lenders shall make such payments among themselves as the Administrative Agent may reasonably request to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Percentages arising from such Revolving Credit Increase, and the Borrower shall pay to the applicable Lenders any amounts required to be paid pursuant to Section 3.05 in connection with any such transactionpayments among the Lenders as if such payments were effected by prepayments of Revolving Credit Loans.

Conditions. The With respect to any Incremental Revolving Term Loan Commitments, such Incremental Term Loan Commitment shall become effective effective, as of such Revolving Commitment Term Loan Increase Effective Date; provided that: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Term Joinder); (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except to (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7 8.7, with the consent of only the Revolving LendersIncremental Lenders providing such Incremental Term Facility, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Term Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment Term Facility is to finance a Limited Condition Acquisition Acquisition, permitted under Section 8.7, with the consent of only the Revolving Incremental Lenders providing such Incremental Revolving CommitmentTerm Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.

Conditions. 8.1. Conditions to Each Party's Obligations to Effect the Merger. The Incremental Revolving Commitment respective obligation of each party to effect the Merger shall become effective as be subject to the fulfillment at or prior to the Closing Date of such Revolving Commitment Increase Effective Date; provided thatthe following conditions: (ia) This Agreement and the condition set forth transactions contemplated hereby shall have been approved in Section 6.2(cthe manner required by the Declaration of Trust and Bylaws and Agreement of Limited Partnership of AIP and RELP, respectively, and by applicable law or by applicable regulations of any stock exchange or other regulatory body by the holders of the AIP Common Shares and RELP Interests entitled to vote thereon. (b) Neither of the parties hereto shall be satisfied subject to any order or injunction of a court of competent jurisdiction which prohibits the consummation of the transactions contemplated by this Agreement. In the event any such order or injunction shall have been issued, each party agrees to use its reasonable efforts to have any such injunction lifted. (except as otherwise set forth c) The Form S-4 shall have become effective and all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement shall have been obtained and no stop order with respect to any of the foregoing shall be in effect. (d) AIP shall have obtained the approval for the listing of the AIP Common Shares issuable in the applicable Increase Revolving Joinder);Merger on the NYSE, subject to official notice of issuance. (iie) Each All consents, authorizations, orders and approvals of (or filings or registrations with) any governmental commission, board, other regulatory body or third parties required in connection with the execution, delivery and performance of this Agreement shall have been obtained or made, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, authorization, order, approval, filing or registration would not have a material adverse effect on the business, results of operations or financial condition of AIP and RELP (and their respective Subsidiaries), taken as a whole, following the Effective Time. 27 8.2 Conditions to Obligations of RELP to Effect the Merger. The obligation of RELP to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following conditions, unless waived by RELP: (a) AIP shall have performed its agreements contained in this Agreement required to be performed on or prior to the Closing Date and the representations and warranties made by any Loan Party of AIP contained in or pursuant to the Loan Documents this Agreement shall be true and correct in all material respects on and as of such date the Closing Date as if made on the Closing Date, and as RELP shall have received a certificate of the President or an Executive or Senior Vice President of AIP, dated the Closing Date, certifying to such date effect. (except (Ab) RELP shall have received the opinion of Liddell, Sapp ▇▇ another recognized law firm selected by AIP and approved by RELP, dated the Closing Date, to the extent made effect that the Merger will be treated for Federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(A) of the Code, and that RELP and AIP will each be a specific dateparty to that reorganization within the meaning of Section 368(b) of the Code. In rendering its opinion, in which case such representation and warranty said counsel shall be true entitled to rely as to any factual matter upon certificates given by executive officers of RELP and correct in all material respects on AIP and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if entitled to assume that the primary purpose covenants of such Incremental Revolving Commitment is AIP pursuant to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing 7.15 shall be limited fully complied with. (c) From the date of the Agreement through the Effective Time, there shall not have occurred any change in the financial condition, business or operations of AIP and its Subsidiaries, taken as a whole, that would have or would be reasonably likely to have an AIP Material Adverse Effect other than any such change that affects both RELP and AIP in a substantially similar manner. (d) The opinion of Houl▇▇▇▇ ▇▇▇ressed to RELP that the Purchase Price is fair, from a financial point of view, to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries);partners of RELP shall not have been withdrawn or materially modified. (iiie) no Default or Event of Default RELP shall have occurred received the opinion of Liddell, Sapp ▇▇ another recognized law firm selected by AIP and be continuing or would result from approved by RELP, dated the borrowings Closing Date, as to such customary matters as RELP may reasonably request, such opinion to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is reasonably satisfactory to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionRELP.

Conditions. The Incremental Revolving Commitment GMAC shall become effective as be permitted to designate, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of such Revolving Commitment Increase Effective each of the following conditions on or prior to the related Addition Date; provided that: (i) GMAC shall represent that as of the condition set forth in Section 6.2(c) shall be satisfied (except related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as otherwise set forth in an Eligible Receivable and conveyed to the applicable Increase Revolving Joinder)Purchaser on such Addition Date is an Eligible Receivable; (ii) Each GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the representations and warranties made by any Loan Party in or list required to be delivered pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries7.02(d); (iii) no Default or Event of Default GMAC shall have occurred agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be continuing or would result from true and correct as of the borrowings Addition Date; (vi) GMAC shall have delivered to be made on the Revolving Commitment Increase Effective Date (except as otherwise Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under conditions set forth in Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time 2.7(b) of the execution of the relevant definitive acquisition agreementTrust Sale and Servicing Agreement shall have been satisfied; and (ivviii) GMAC shall have delivered to the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by Purchaser an Opinion of Counsel of GMAC substantially in the Administrative Agent in connection with any such transaction.form of Exhibit D.

Conditions. The Incremental Revolving Commitment shall become effective as Subject to the provisions of such Revolving Commitment Increase Effective Date; provided that: (i) the condition set forth immediately following sentence, the Holder’s obligations under Section 1 of this Agreement and the Company’s acceptance of any Notes exchanged by the Holder and issuance of New Notes in Section 6.2(c) the Private Placement shall be satisfied (except as otherwise subject to consummation of the exchange offer contemplated by the Exchange and Tender Offer and the Private Placement consistent with the terms and subject to the conditions set forth in the applicable Increase Revolving Joinder); (ii) Each Term Sheet and the Private Placement Term Sheet, as applicable, and this Agreement and on terms and conditions reasonably acceptable to the Holder and the Company; provided that any amendment, modification or waiver of any terms or conditions of the representations Exchange and warranties made by Tender Offer, the Private Placement or any Loan Party in or pursuant other Transaction Document shall be reasonably acceptable to the Loan Documents shall be true Company and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted Holder. The Holder’s obligations under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 1 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made Private Placement are contingent on the approval of the Company’s senior lenders under that certain Revolving Commitment Increase Effective Date (except Credit and Security Agreement dated as otherwise set forth in of September 16, 2011 among the applicable Increase Revolving Joinder); provided thatCompany, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitmenteach other borrower thereunder, the foregoing shall at lenders party thereto and PNC Bank National Association, as agent for the Borrower’s election instead be tested at lenders (the time “Credit Agreement” and the “Credit Agreement Consent”). The Company and the Holder acknowledge and agree that notwithstanding any provision of the execution Term Sheet, the Private Placement Term Sheet or this Agreement to the contrary, the Holder’s exchange of the relevant definitive acquisition agreement; and Holder’s Notes for New Notes and the Company’s acceptance thereof (ivthe “Holder’s Notes Exchange Obligation”) is not contingent on the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested consummation of the tender offer contemplated by the Administrative Agent in connection with any such transactionExchange and Tender Offer or the consummation of the Private Placement.

Conditions. The Incremental Revolving Commitment shall become effective as Notwithstanding anything to the contrary set forth herein, a Holder will not be required to comply with Section 3.2 above in connection with any proposed Sale of such Revolving Commitment Increase Effective Date; provided thatthe Company (the “Proposed Sale”), unless: (ia) such Holder is not liable for the condition set forth breach of any representation, warranty or covenant made by any other Person in Section 6.2(c) shall be satisfied connection with the Proposed Sale, other than the Company (except as otherwise set forth in to the applicable Increase Revolving Joinder)extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants provided by all stockholders; (iib) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing liability shall be limited to such Holder’s applicable share (determined based on the Specified Representations (other than Section 5.19 respective proceeds payable to each Holder in connection with such Proposed Sale in accordance with the provisions of the Restated Certificate) of a negotiated aggregate indemnification amount that applies equally to all Holders but that in no event exceeds the amount of consideration otherwise payable to such Holder in connection with such Proposed Sale, except with respect to claims related to fraud by such Holder, the target in liability for which need not be limited as to such Permitted Acquisition and its subsidiaries)Holder; (iiic) no Default or Event upon the consummation of Default the Proposed Sale, unless waived pursuant to the terms of the Restated Certificate and as may be required by law, the aggregate consideration receivable by all holders of the Series A Preferred Stock and Common Stock shall have occurred be allocated among the holders of Series A Preferred Stock and be continuing or would result from the borrowings to be made Common Stock on the Revolving Commitment Increase Effective Date basis of the relative liquidation preferences to which the holders of the Series A Preferred Stock and the holders of Common Stock are entitled in a Deemed Liquidation Event (except as otherwise set forth assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the applicable Increase Revolving JoinderCompany’s Restated Certificate in effect immediately prior to the Proposed Sale; provided, however, that, notwithstanding the foregoing provisions of this Section 3.3(b); provided that, if the primary purpose consideration to be paid in exchange for the Shares held by the Holder, as applicable, pursuant to this Section 3.3(b) includes any securities and due receipt thereof by any Holder would require under applicable law (x) the registration or qualification of such Incremental Revolving Commitment is securities or of any person as a broker or dealer or agent with respect to finance such securities; or (y) the provision to any Holder of any information other than such information as a Limited Condition Acquisition permitted prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving CommitmentSecurities Act, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or Company may cause to be delivered a duly executed Increase Revolving Joinder and paid to any customary legal opinions or other documents reasonably requested such Holder in lieu thereof, against surrender of the Shares held by the Administrative Agent Holder, as applicable, which would have otherwise been sold by such Holder, an amount in connection with any cash equal to the fair value (as determined in good faith by the Board) of the securities which such transaction.Holder would otherwise receive as of the date of the issuance of such securities in exchange for the Shares held by the Holder, as applicable;

Conditions. The No Incremental Revolving Commitment Facility shall become effective as under this Section 2.1.2 unless, after giving effect to such Incremental Facility, the Loans to be made thereunder, and the application of such Revolving Commitment Increase Effective Date; provided that:the proceeds therefrom (but without giving effect to any netting of the proceeds thereof): (i) after giving pro forma effect to such Incremental Facility and the condition set forth in Section 6.2(c) shall be satisfied use of proceeds thereof (except as otherwise set forth and assuming, in the applicable Increase Revolving Joindercase of an Incremental Facility, that the entire amount of such increase is funded) on the effective date thereof and other pro forma adjustments (including any related acquisitions, dispositions, incurrence and repayment of indebtedness and other transactions to be agreed); , (ii1) Each no Default or Event of Default shall exist at the time of incurrence of such Incremental Facility, (2) the representations and warranties made by any the Loan Party Parties in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of (or in all respects if such date as if made on and as of representation or warranty contains any materiality qualifier, including references to “material,” “Material Adverse Effect” or dollar thresholds) after giving effect to such date Incremental Facility (except (A) to the extent unless such representation or warranty is expressly made as of a specific an earlier date, in which case such representation and or warranty shall be true and correct in all material respects on and (or in all respects if such representation or warranty contains any materiality qualifier, including references to “material,” “Material Adverse Effect” or dollar thresholds) as of such specific date earlier date) and (B3) representations and warranties qualified by materiality shall be true and correct the Borrowers are in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 compliance with the consent financial covenants set forth in Section 11.12 as of only the Revolving Lenders, then last day of the foregoing most recently ended twelve fiscal month period for which financial statements have been delivered; (ii) the aggregate amount of all Incremental Facilities shall be limited to not exceed the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)Incremental Cap; (iii) no Default or Event the proceeds of Default any Incremental Facility shall have occurred and be continuing or would result from used solely for Permitted Acquisitions as expressly permitted by the borrowings to existing Lenders; (iv) each Incremental Facility shall be made on the Revolving Commitment Increase Effective Date (except same terms as otherwise set forth in those applicable to the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementexisting Term Loans; and (ivv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionshall have received a certificate of a Responsible Officer of the Borrower certifying as to the foregoing.

Conditions. The Such Incremental Term Loan Commitments and Incremental Revolving Commitment Loan Commitments shall become effective effective, as of such Revolving Commitment Increase Effective Date; provided that: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of funding; provided, that, with respect to any Incremental Facilities incurred in connection with a Limited Condition Transaction, the execution foregoing condition shall not be required to be satisfied and instead (x) on or prior to September 30, 2021, no Event of Default under Section 8.01(a), (b), (d) (solely with respect to the failure to comply with Section 6.08), (g), (h) or (m) (solely with respect to the failure to comply with the financial reporting requirements set forth in Section 5.01(a) or (b)) shall have occurred and be continuing on the LCT Test Date and (y) after September 30, 2021, no Event of Default under Section 8.01(a), (b), (g) or (h) shall have occurred and be continuing; provided that any Limited Condition Transaction remains subject to the terms of Section 1.06 hereof; (ii) the proceeds of the relevant definitive acquisition agreement; andIncremental Term Loans and/or Incremental Revolving Loans shall be used in accordance with Section 3.11 and Section 5.08; (iviii) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions amendments to the Loan Documents or other documents reasonably requested by the Administrative Agent or any Incremental Term Loan Lender or Incremental Revolving Loan Lender in connection with any such transaction; (iv) any such Incremental Term Loans shall be in an aggregate amount of at least $500,000 and integral multiples of $100,000 above such amount (except, in each case, such minimum amount and integral multiples amount shall not apply when the Borrower uses all of the Incremental Term Loan Commitments available at such time); (v) any Incremental Facilities shall be secured on a pari passu basis with the Term Loans, shall not be secured by a Lien on any assets of the Borrower or any Guarantor not constituting Collateral and shall not be guaranteed by any person other than the Guarantors; (vi) subject to customary “SunGard” limitations (to the extent agreed to by the Lenders providing the applicable Incremental Facility and to the extent the proceeds of the applicable Incremental Facility are being used to finance a Limited Condition Transaction), each of the representations and warranties made by any Credit Party set forth in Article III hereof or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date of such credit extension (or if incurred in connection with a Limited Condition Transaction on the LCT Test Date) with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date; and (vii) solely with respect to any Incremental Facility incurred in reliance on clause (ii) of the definition of Maximum Incremental Facilities Amount (and for the avoidance of doubt, not including any Incremental Facility incurred in reliance on the Fixed Incremental Amount), Holdings and its Restricted Subsidiaries shall be, on a Pro Forma Basis, in compliance with Section 6.08; provided that if the Borrower has made an LCT Election with respect to such Limited Condition Transaction, compliance with Section 6.08 shall be determined instead on a Pro Forma Basis on the LCT Test Date as if the Limited Condition Transaction had occurred on such date.

Conditions. The Such Incremental Term Loan Commitments and Incremental Revolving Commitment Loan Commitments shall become effective effective, as of such Revolving Commitment Increase Effective Date; provided that: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of funding; provided, that, with respect to any Incremental Facilities incurred in connection with a Limited Condition Transaction, the execution foregoing condition shall not be required to be satisfied and instead no Event of Default under Section 8.01(a), (b), (d) (solely with respect to the failure to comply with Section 6.08), (g) or (h) shall have occurred and be continuing on the LCT Test Date; (ii) the proceeds of the relevant definitive acquisition agreement; andIncremental Term Loans and/or Incremental Revolving Loans shall be used in accordance with Section 3.11 and Section 5.08; (iviii) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions amendments to the Loan Documents or other documents reasonably requested by the Administrative Agent or any Incremental Term Loan Lender or Incremental Revolving Loan Lender in connection with any such transaction; (iv) any such Incremental Term Loans shall be in an aggregate amount of at least $500,000 and integral multiples of $100,000 above such amount (except, in each case, such minimum amount and integral multiples amount shall not apply when the Borrower uses all of the Incremental Term Loan Commitments available at such time); (v) any Incremental Facilities shall be secured on a pari passu basis with the Term Loans, shall not be secured by a Lien on any assets of the Borrower or any Guarantor not constituting Collateral and shall not be guaranteed by any person other than the Guarantors; (vi) subject to customary “SunGard” limitations (to the extent agreed to by the Lenders providing the applicable Incremental Facility and to the extent the proceeds of the applicable Incremental Facility are being used to finance a Limited Condition Transaction), each of the representations and warranties made by any Credit Party set forth in Article III hereof or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date of such credit extension (or, subject to Section 1.06, on the LCT Test Date) with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date; and (vii) solely with respect to any Incremental Facility incurred in reliance on clause (ii) of the definition of Maximum Incremental Facilities Amount (and for the avoidance of doubt, not including any Incremental Facility incurred in reliance on the Fixed Incremental Amount), Holdings and its Subsidiaries shall be, on a Pro Forma Basis, in compliance with Section 6.08; provided that if the Borrower has made an LCT Election with respect to such Limited Condition Transaction, compliance with Section 6.08 shall be determined instead on a Pro Forma Basis on the LCT Test Date as if the Limited Condition Transaction had occurred on such date.

Conditions. The Incremental Revolving Commitment increased or new Commitments shall become effective effective, as of such Revolving Commitment Increase Effective Date; provided that: (i) the condition set forth in The Administrative Agent shall have received a Borrowing Request as required by Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder)2.03; (ii) Each each of the representations and warranties made by the Borrower set forth in Article III hereof or in any other Loan Party in or pursuant to the Loan Documents Document shall be true and correct in all material respects on and as of such date as if made on and as of such date Increase Effective Date (except (A) to the extent made as of a specific such representations and warranties expressly relate to an earlier date, in which case such representation and warranty they shall be true and correct in all material respects on and as of such specific date and (B) earlier date, and, to the extent such representations and warranties are qualified by materiality as to materiality, Material Adverse Effect or similar language, such representations shall be true and correct in all respects); provided provided, that, if in the primary purpose case of Incremental Term Loans incurred to make an acquisition or other investment permitted to be made hereunder, such Incremental Revolving Commitment is representations and warranties to finance a Limited Condition Acquisition permitted under Section 8.7 with be made on the consent of only the Revolving Lenders, then the foregoing Increase Effective Date shall be limited to the Specified Representations and the “acquisition agreement representations” (other than Section 5.19 with respect to the target in or similar representations) conformed as appropriate for such Permitted Acquisition and its subsidiaries)transaction; (iii) no Default (or, in the case of Incremental Term Loans incurred to make an acquisition or other investment permitted hereunder no Event of Default described in Section 7.01(a), (b), (h) or (i)) shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementDate; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.

Conditions. The Incremental Revolving Commitment shall become effective as In addition to being subject to the satisfaction of such Revolving Commitment Increase Effective Date; provided thatthe conditions contained in Section 5.2 hereof, the obligation of the Issuing Bank to issue any Facility Letter of Credit is subject to the satisfaction in full of the following conditions: (ia) the condition set forth Borrower shall have delivered to the Issuing Bank at such times and in Section 6.2(c) shall such manner as the Issuing Bank may reasonably prescribe such documents and materials as may be satisfied (except as otherwise set forth in reasonably required pursuant to the applicable Increase Revolving Joinder); (ii) Each terms of the representations proposed Facility Letter of Credit (it being understood that if any inconsistency exists between such documents and warranties made by any the Loan Party in or pursuant to Documents, the terms of the Loan Documents shall control) and the proposed Facility Letter of Credit shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) reasonably satisfactory to the extent made Issuing Bank as of a specific date, in which case such representation to form and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)content; (iiib) as of the date of issuance, no order, judgment or decree of any court, arbitrator or governmental authority shall purport by its terms to enjoin or restrain the Issuing Bank from issuing the requested Facility Letter of Credit and no law, rule or regulation applicable to the Issuing Bank and no request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over the Issuing Bank shall prohibit or request that the Issuing Bank refrain from the issuance of Letters of Credit generally or the issuance of the requested Facility Letter of Credit in particular, provided, in such event, the Borrower shall have the right to select an alternate Issuing Bank which shall be one of the Lenders; (c) there shall not exist any Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementUnmatured Default; and (ivd) the Borrower shall deliver or cause have paid those portions of the Facility Letter of Credit Fee referred to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by in Section 3.8 hereof that are due on the Administrative Agent in connection with any such transactionIssuance Date.

Conditions. The Incremental Revolving Commitment shall become effective as transfer of such Revolving Commitment Increase Effective Date; provided thatthe Farmout Interest and the Operatorship is subject to the following conditions: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in Parties having obtained the applicable Increase Revolving Joinder)Consent; (ii) Each the Parties having obtained the written consent of the representations and warranties made by any Loan Party in or pursuant Competition Authority of Kenya to the Loan Documents shall be true transfer of the Farmout Interest and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)Operatorship; (iii) no Default or Event of Default shall have occurred the EIA Project Report having been approved by NEMA and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose written evidence of such Incremental Revolving Commitment is approval having been received by ERHC and provided to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; andCEPSA; (iv) the Borrower shall deliver Farmor having provided the Farmee with a full and complete copy of the Deed of Novation; and (v) the Farmor having obtained from the Government and provided to the Farmee either: (a) a letter addressed to ERHC from the Government providing that the Contract is in full force and effect and that there has been no breach of applicable Kenyan Laws/Regulations resulting from the Contract having been in the name of a non-Kenyan registered entity prior to the Contract Transfer or, alternatively, if such breach of applicable Kenyan Laws/Regulations is outstanding that (1) the breach can be remedied or cause (2) that the Government will waive any further rights of enforcement with regard to be delivered such breach; or (b) a duly executed Increase Revolving Joinder Certificate of Compliance from the Government confirming that as of the date of the Agreement the Farmor has complied with all applicable Kenyan Laws/Regulations with regard to the Contract and that there is no outstanding breach thereof, provided that any customary legal opinions or other documents reasonably requested such document obtained by the Administrative Agent in connection Farmor shall be reasonably satisfactory to CEPSA, with any CEPSA acting reasonably at all times, with each of the above being a “Condition” and together being the “Conditions”. Subject to such transactionterms, conditions, and obligations herein as are contingent upon the fulfillment of the Conditions, this Agreement and all the obligations of the Parties hereunder shall be effective as from the Effective Date, including but not limited to (a) the Farmor’s obligation to proceed with the transfer of the Farmout Interest and the Operatorship and (b) the Farmee’s obligation to pay the Past Costs and Attributable Costs as provided herein.

Conditions. 8.1. Conditions to Each Party's Obligations to Effect the Merger. The Incremental Revolving Commitment respective obligation of each party to effect the Merger shall become effective as be subject to the fulfillment at or prior to the Closing Date of such Revolving Commitment Increase Effective Date; provided thatthe following conditions: (ia) This Agreement and the condition set forth transactions contemplated hereby shall have been approved in Section 6.2(cthe manner required by the Declaration of Trust and Bylaws and Agreement of Limited Partnership of AIP and RELP, respectively, and by applicable law or by applicable regulations of any stock exchange or other regulatory body by the holders of the AIP Common Shares and RELP Interests entitled to vote thereon. (b) Neither of the parties hereto shall be satisfied (except as otherwise set forth in subject to any order or injunction of a court of competent jurisdiction which prohibits the applicable Increase Revolving Joinder);consummation of the transactions contemplated by this Agreement. In the event any such order or injunction shall have been issued, each party agrees to use its reasonable efforts to have any such injunction lifted. (iic) Each The Form S-4 shall have become effective and all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement shall have been obtained and no stop order with respect to any of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries);effect. (iiid) no Default or Event of Default AIP shall have occurred and be continuing or would result from obtained the borrowings to be made approval for the listing of the AIP Common Shares issuable in the Merger on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided thatNYSE, if the primary purpose subject to official notice of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; andissuance. (ive) the Borrower shall deliver All consents, authorizations, orders and approvals of (or cause to be delivered a duly executed Increase Revolving Joinder and filings or registrations with) any customary legal opinions governmental commission, board, other regulatory body or other documents reasonably requested by the Administrative Agent third parties required in connection with the execution, delivery and performance of this Agreement shall have been obtained or made, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such transactionconsent, authorization, order, approval, filing or registration would not have a material adverse effect on the business, results of operations or financial condition of AIP and RELP (and their respective Subsidiaries), taken as a whole, following the Effective Time.

Conditions. The Incremental Revolving Commitment shall become effective as In addition to being subject to the satisfaction of such Revolving Commitment Increase Effective Date; provided thatthe conditions contained in Sections 5.1 and 5.2, the obligation of an Issuing Bank to issue any Letter of Credit is subject to the satisfaction in full of the following conditions: (iA) the condition set forth in Section 6.2(c) applicable Borrower shall be satisfied (except as otherwise set forth in have delivered to the applicable Increase Revolving JoinderIssuing Bank (and, if the Issuing Bank is a Lender other than ▇▇▇▇▇ Fargo, with a copy to the Administrative Agent) at such times and in such manner as such Issuing Bank may reasonably prescribe, a request for issuance of such Letter of Credit in substantially the form of Exhibit C hereto (each such request a “Request For Letter of Credit”); (ii) Each , duly executed applications for such Letter of the representations Credit, and warranties made by any Loan Party in or such other documents, instructions and agreements as may be required pursuant to the Loan Documents terms thereof (all such applications, documents, instructions, and agreements being referred to herein as the “L/C Documents”), and the proposed Letter of Credit shall be true reasonably satisfactory to such Issuing Bank as to form and correct in all material respects on and as content; it being agreed that any Letter of such date as if made on and as of such date (except (A) to Credit application submitted by the extent made as of a specific date, in which case such representation and warranty Company through any Issuing Bank’s approved internet portal or approved electronic intake system shall be true and correct in deemed to meet all material respects on and as of such specific date and (Bthe requirements of this Section 3.4(A) representations and warranties qualified with no further action being required by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (ivB) as of the Borrower date of issuance no order, judgment or decree of any court, arbitrator or Governmental Authority shall deliver purport by its terms to enjoin or cause restrain the applicable Issuing Bank from issuing such Letter of Credit and no law, rule or regulation applicable to be delivered such Issuing Bank and no request or directive (whether or not having the force of law) from a duly executed Increase Revolving Joinder Governmental Authority with jurisdiction over such Issuing Bank shall prohibit or request that such Issuing Bank refrain from the issuance of Letters of Credit generally or the issuance of that Letter of Credit. (C) In the event of any conflict between the terms of this Agreement and the terms of any customary legal opinions or other documents reasonably requested by application for a Letter of Credit, the Administrative Agent in connection with any such transactionterms of this Agreement shall control.

Conditions. The Incremental Revolving Commitment Commitments shall become effective as of such Revolving Commitment the Increase Effective Date; provided that: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date or, solely with respect to an Incremental Term Loan Commitment the proceeds of which are intended to and shall be used to finance substantially contemporaneously a Permitted Acquisition or any other Acquisition permitted by Section 7.03 which is subject to customary “Funds Certain Provisions”, unless the Persons holding not less than a majority of the commitments to provide such Incremental Term Loan waive the absence of a Default or Event of Default as a condition to funding thereof, on the date on which the related acquisition agreement is executed and becomes effective (any such date, an “Permitted Acquisition Agreement Signing Date”); (ii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except, if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty shall be true and correct in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct as otherwise of such earlier date, and except that for purposes of this Section 2.16(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01; provided, that with respect to Incremental Commitments the proceeds of which are intended to and shall be used to finance substantially contemporaneously a Permitted Acquisition or any other Acquisition permitted by Section 7.03 which is subject to customary “Funds Certain Provisions”, (i) the representation and warranty in the second sentence of Section 5.07 shall be deemed to expressly relate to the applicable Permitted Acquisition Signing Date and (ii) in the case of such Incremental Commitments that are Incremental Term Loan Commitments, the bring-down of such representations and warranties may be modified to reflect customary “Funds Certain Provisions” as agreed to by Administrative Agent and the holders of such Incremental Term Loan Commitments; (iii) on a Pro Forma Basis (assuming that such Incremental Commitment is fully drawn and giving effect to any Acquisition being consummated with advances under such Incremental Commitments), the Borrower shall be in compliance with each of the covenants set forth in Section 7.11; (iv) the applicable Increase Borrower shall make any breakage payments in connection with any adjustment of Revolving JoinderLoans pursuant to Section 2.16(d); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (ivv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder customary officer’s certificates and any customary legal opinions or other documents to the extent reasonably requested by the Administrative Agent in connection with any such transactionAgent.

Conditions. The Incremental Revolving Commitment effectiveness of the consents contained in Section 1 hereof, the obligation of Administrative Agent to deliver the Partnership Release pursuant to Section 2 hereof and the effectiveness of the amendments to the Credit Agreement contained in Section 3 hereof are subject to the prior or concurrent satisfaction of each of the following conditions: (a) Pubco shall have completed an initial public offering of common stock pursuant to an effective registration statement under the Securities Act of 1933 (as amended) on a firm commitment basis in which the aggregate Net Proceeds received by Pubco are not less than $100,000,000 (the “IPO”). (b) The Restructure shall have been completed substantially in accordance with the Steps Plan (other than any components thereof expressly designated as “optional” on the Steps Plan). (c) The Administrative Agent shall have received copies of all of the material agreements, instruments and undertakings to which any of the Loan Parties are bound or by which any such Person or any of its Property is bound or affected relating to, or arising out of, the Restructure (and expressly including all modifications, amendments and supplements to the Senior Notes Documents entered into in connection with the Restructure) (the “Restructure Documents”), each of which shall be certified by the Borrower Representative as true, correct and complete. (d) Holdings (for this purpose as defined in the Credit Agreement after giving effect to the amendments in Section 3 hereof) shall have entered into a Loan Party Joinder Agreement and Collateral Documents, and executed and delivered, or caused to be executed and delivered, to the Applicable Agents such documents, agreements and instruments (including opinions of counsel), and taken or caused to be taken all such further actions which would be required pursuant to Section 5.14(a) and (b) of the Credit Agreement if Holdings were a newly acquired or organized Subsidiary of a Loan Party, and pursuant to which Holdings will become effective a party to the Credit Agreement and the other Loan Documents as a Loan Party and provide security over is property and assets of such Revolving Commitment Increase Effective Date; provided that:the type that constitutes Collateral granted by the other Loan Parties. (e) The Partnership shall have been released in full from all of its obligations and liabilities under the Senior Notes Documents. (f) The Administrative Agent shall have received, each in form and substance reasonably satisfactory to the Administrative Agent, an amendment or joinder to the Senior Notes Intercreditor Agreement duly executed and delivered by Holdings (for this purpose as defined in the Credit Agreement after giving effect to the amendments in Section 3 hereof) (and an acknowledgment from the parties thereto), in each case as deemed reasonably necessary by the Administrative Agent. (g) The Administrative Agent shall have received an updated perfection certificate with respect to Holdings (for this purpose as defined in the Credit Agreement after giving effect to the amendments in Section 3 hereof) after giving effect to the Restructure. (h) The Administrative Agent shall have received, each in form and substance reasonably satisfactory to the Administrative Agent, Schedules 3.15A and 3.15B pursuant to Section 3.16 of this Amendment. (i) Each Lender shall have received such information as it shall have reasonably requested with respect to Holdings (for this purpose as defined in the condition set forth Credit Agreement after giving effect to the amendments in Section 6.2(c3 hereof) shall be satisfied and each direct or indirect parent company of Holdings (except for this purpose as otherwise set forth defined in the Credit Agreement after giving effect to the amendments in Section 3 hereof) in order to comply with “know your customer” requirements under applicable Increase Revolving Joinder);law and such Lender’s internal policies. (iij) Each representation and warranty of the representations Loan Parties in the Credit Agreement and warranties made by any Loan Party in or pursuant to the other Loan Documents shall be true and correct in all material respects on after giving effect to the Restructure and as of such date as if made on and as of such date (the amendments to the Credit Agreement contained in Section 3 hereof except (A) to the extent made as of a specific such representations and warranties expressly relate to an earlier date, in which case such representation and warranty shall be they were true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries);earlier date. (iiik) no No Default or Event of Default shall have occurred which is continuing before and be continuing or would result after giving effect to the Restructure and the amendments to the Credit Agreement contained in Section 3 hereof. (l) Administrative Agent shall have received a certificate from the borrowings Borrower Representative in form and substance satisfactory to be made on the Revolving Commitment Increase Effective Date (except as otherwise Administrative Agent certifying to the satisfaction of each condition set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under this Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction6.1.

Conditions. The Incremental Revolving Each Commitment Increase shall become effective on the proposed effective date set forth in the Borrowers’ request for a Commitment Increase or such later date as of such Revolving Commitment the Administrative Agent and the Borrowers agree (the “Increase Effective Date; provided that”), which in any event shall be on or after the date on which the Administrative Agent shall have received: (i) the condition set forth an Additional Lender Supplement for each Additional Lender participating in Section 6.2(c) shall be satisfied (except as otherwise set forth such Commitment Increase and an Increasing Lender Supplement for each Increasing Lender participating in the applicable Increase Revolving Joinder)such Commitment Increase, in each case duly executed by all parties thereto; (ii) Each such documents and opinions consistent with those delivered on the Effective Date as to the organizational power and authority of the Borrowers to request Letters of Credit hereunder after giving effect to such Commitment Increase as the Administrative Agent may reasonably request; (iii) such evidence of appropriate corporate or other organizational authorization on the part of the Borrowers, Parent and the other Obligors with respect to such Commitment Increase as the Administrative Agent may reasonably request; (iv) if requested by the Administrative Agent, an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers and the Obligors reasonably satisfactory to the Administrative Agent, covering such matters relating to such Commitment Increase as the Administrative Agent may reasonably request; (v) a certificate of a Responsible Officer of Parent, dated such Increase Effective Date, certifying that (A) the representations and warranties made by any set forth in Article VI and in the other Loan Party Documents are true and correct in or pursuant all material respects (except to the Loan Documents extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all material respects on respects) as of, and as of if such date as if representations and warranties were made on on, such Increase Effective Date (unless such representation and as of such date (except (A) warranty expressly relates to the extent made as of a specific an earlier date, in which case such representation and warranty shall continue to be true and correct in all material respects on and as of such specific date and (B) representations and warranties except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects); provided that, if the primary purpose ) as of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations earlier date) and (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iiiB) no Default or Event of Default shall have has occurred and be is continuing or would result from the borrowings to be made on the Revolving Commitment such Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementDate; and (ivvi) other customary closing certificates and documentation (similar to the Borrower shall deliver or cause documentation required to be delivered a duly executed on the Effective Date under Section 5.01, to the extent applicable) relating to such Commitment Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by as the Administrative Agent in connection with any such transactionmay reasonably request.

Conditions. The Incremental Revolving Commitment above stated indemnity is subject to the following conditions; provided, however that any failure to satisfy such conditions shall become effective as of such Revolving Commitment Increase Effective Date; provided thatexcuse iSecureTrac from its indemnification obligation hereunder only to the extent (if any) that it is prejudiced thereby: (ia) DISTRIBUTOR must promptly notify iSecureTrac in writing of any claim of infringement covered by such indemnity upon obtaining actual knowledge thereof and provide iSecureTrac, at its reasonable request and at iSecureTrac's expense, with the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder)reasonable assistance, information and cooperation necessary to defend against any such claim or litigation; (b) DISTRIBUTOR must grant iSecureTrac sole authority to defend or settle such claim with counsel reasonably satisfactory to DISTRIBUTOR, except that the iSecureTrac shall not settle any such claim without first obtaining DISTRIBUTOR's prior written consent, unless: (i) such settlement contains no finding or admission of fault or violation of law on the part of DISTRIBUTOR, (ii) Each of the representations sole relief provided in such settlement is monetary damages that are paid in full by iSecureTrac, and warranties made by (iii) if iSecureTrac fails to retain counsel or otherwise defend any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific dateclaim, DISTRIBUTOR may, in which case DISTRIBUTOR's sole discretion and without prior notice to or approval from iSecureTrac, defend or settle such representation claim at iSecureTrac's sole cost and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)expense; (iiic) no Default Any costs paid by iSecureTrac for such claim pursuant to its indemnity hereunder that are incurred or Event of Default recovered in such litigation or negotiation shall have occurred and be continuing or would result from the borrowings accrue to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementiSecureTrac's account; and (ivd) If a preliminary injunction or final judgment is entered against DISTRIBUTOR's use, resale, distribution, or operation of any Product because of any alleged infringement, then in addition to the Borrower indemnity provided herein, iSecureTrac, at its own expense and option shall deliver (i) modify or cause replace the Product so that it becomes non-infringing while providing equivalent performance, functionality, and compatibility; or (ii) procure for DISTRIBUTOR the right to be delivered continue to use and resell Products; or (iii) in the event iSecureTrac has been unable to achieve such procurement or modifications despite its best efforts, to refund to DISTRIBUTOR the Price DISTRIBUTOR paid for such Product or Products less a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionstraight line depreciation for actual use computed based on a five (5) year useful life.

Conditions. The Incremental Revolving Investor’s Commitment shall become effective as of such Revolving Commitment Increase Effective Date; provided that: be subject to (ia) the condition execution and delivery of the Transaction Agreement by all parties thereto, (b) the satisfaction or waiver by Parent and Merger Sub of each of the conditions to Parent’s and Merger Sub’s obligations to effect the Closing set forth in Section 6.2(c) shall Article 7 of the Transaction Agreement (in each case, other than any conditions that by their nature are to be satisfied at the Closing, but subject to the prior or substantially concurrent satisfaction or waiver of such conditions), (except as otherwise set forth c) the substantially contemporaneous, or prior, funding of the Debt Financing (or, if applicable any Alternative Financing) in accordance with the terms of the applicable Increase Revolving Joinder); (ii) Each Commitment Letter at the Closing if each of the representations Commitment and warranties made the Other Investors’ Commitments is funded and (d) the substantially simultaneous consummation of the Closing in accordance with the terms of the Transaction Agreement. If the amount required to be paid by any Loan Party in or Parent pursuant to the Loan Documents shall be true Transaction Agreement is less than the aggregate sum of the Investor’s Commitment as funded and correct in all material respects on and the Other Investors’ Commitments as of such date as if made on and as of such date (except (A) funded, solely to the extent made as Parent does not require the full amount of a specific date, in which case such representation the Commitment and warranty shall the Other Investors’ Commitments to fund (a) the Merger Consideration required to be true and correct in all material respects on and as paid by Parent at the Closing pursuant to Article 3 of such specific date the Transaction Agreement and (Bb) representations pay the Transaction Expenses, the Investor’s Commitment hereunder and warranties qualified by materiality shall the Other Investors’ Commitments will each be true accordingly reduced with such reduction allocated to the Investor’s Commitment and correct in all respects)the Other Investors’ Commitments on a pro rata basis; provided that, if that (x) it will thereafter be possible for Parent to satisfy payments (and without breaching the primary purpose terms of such Incremental Revolving the Debt Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 Letter or causing the failure of any of the conditions set forth therein) with the consent Investor and the Other Investors contributing less than the full amount of only the Revolving LendersCommitment and the Other Investors’ Commitments, then respectively and (y) such amounts referred to in the foregoing shall be limited to the Specified Representations clauses (other than Section 5.19 with respect to the target in such Permitted Acquisition a) and its subsidiaries); (iiib) no Default or Event of Default shall have occurred are actually funded at Closing and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionnot returned.

Conditions. 5.1 The Incremental Revolving Commitment shall become effective as provision of such Revolving Commitment Increase Effective Datefunding by the City pursuant to sections 2.3, 2.4 and 2.7 is subject to the following conditions precedent, each of which is for the exclusive benefit of the City, and may be waived in full or in part by the City by written notice to the Proponent: (a) the Proponent is the registered owner in fee simple of the lands described in Schedule “L”; (b) any Contribution Agreement referred to in section 3.4 remaining in force and the Proponent being in good standing thereunder; (c) there being no Claim for Lien under the Construction Lien Act registered against the Project; (d) there being in existence no unregistered lien or statutory claim having priority against the Project; (e) the Proponent's title to the Project being free from any encumbrances other than the Permitted Encumbrances; (f) the Proponent being in good standing under all of the Permitted Encumbrances; (g) there being no work orders issued against the Project by any governmental entity, agency or official; (h) the Proponent having provided the City with the security documents required by section 7 and in accordance with the said section; provided that:and (i) all funds provided by means of a Contribution by Others due on or before a disbursement date hereunder having been fully advanced to the condition set forth Proponent on or before such disbursement date and having been secured by by-law, agreement or otherwise and attached as Schedule "C". 5.2 If any of the conditions contained in Section 6.2(c) section 5.1 have not been fulfilled on the date for the disbursement of the Loan by the City pursuant to sections 2.3 or 2.4 and are not waived by the City pursuant to section 5.1, the City shall be satisfied under no obligation to make any advance of the Loan to the Proponent and the City shall thereupon have the right to terminate this Agreement and, in that event, neither party to this Agreement shall have any rights or obligations hereunder, save and except that the City may, notwithstanding such termination, bring an action against the Proponent for all losses, costs and expenses, including, without limitation, reasonable legal fees incurred by the City in connection with this Agreement where the non- performance or non-fulfillment of a condition is a result of a breach of a covenant by the Proponent. 5.3 The provision of Funds by the City pursuant to section 2.6 is subject to the following conditions precedent, each of which is for the exclusive benefit of the City, and may be waived in full or in part by the City by written notice to the Proponent: (except as otherwise set forth a) any Contribution Agreement referred to in section 3.4 remaining in force and the applicable Increase Revolving Joinder)Proponent being in good standing thereunder; (iib) Each of there being no Claim for Lien under the representations and warranties made by any Loan Party in or pursuant to Construction Lien Act registered against the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)Project; (iiic) there being in existence no Default unregistered lien or Event statutory claim having priority against the Project; (d) the Proponent’s title to the Project being free from any registered encumbrances other than the Permitted Encumbrances; (e) the Proponent being in good standing under all of Default shall have occurred the Permitted Encumbrances; (f) there being no work orders issued against the Project by any governmental entity, agency or official; (g) the City has approved the information reports required in section 8.1 (c) ; (h) the City has approved the Proponent's Targeting Plan and be continuing or would result from has advised the borrowings to be made City, on an annual basis, that the Revolving Commitment Increase Effective Date (except as otherwise set forth Proponent is in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, compliance with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionTargeting Plan.

Conditions. The Incremental Revolving Commitment above stated indemnity is subject to the following conditions; provided, however that any failure to satisfy such conditions shall become effective as of such Revolving Commitment Increase Effective Date; provided thatexcuse iSecureTrac from its indemnification obligation hereunder only to the extent (if any) that it is prejudiced thereby: (ia) DISTRIBUTOR must promptly notify iSecureTrac in writing of any claim of infringement covered by such indemnity upon obtaining actual knowledge thereof and provide iSecureTrac, at its reasonable request and at iSecureTrac's expense, with the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder)reasonable assistance, information and cooperation necessary to defend against any such claim or litigation; (b) DISTRIBUTOR must grant iSecureTrac sole authority to defend or settle such claim with counsel reasonably satisfactory to DISTRIBUTOR, except that the iSecureTrac shall not settle any such claim without first obtaining DISTRIBUTOR's prior written consent, unless: (i) such settlement contains no finding or admission of fault or violation of law on the part of DISTRIBUTOR, (ii) Each of the representations sole relief provided in such settlement is monetary damages that are paid in full by iSecureTrac, and warranties made by (iii) if iSecureTrac fails to retain counsel or otherwise defend any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific dateclaim, DISTRIBUTOR may, in which case DISTRIBUTOR's sole discretion and without prior notice to or approval from iSecureTrac, defend or settle such representation claim at iSecureTrac's sole cost and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)expense; (iiic) no Default Any costs paid by iSecureTrac for such claim pursuant to its indemnity hereunder that are incurred or Event of Default recovered in such litigation or negotiation shall have occurred and be continuing or would result from the borrowings accrue to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementiSecureTrac's account; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.

Conditions. The No Incremental Revolving Commitment Facility shall become effective as under this Section 2.1(e) unless, after giving effect to such Incremental Facility, the Loans to be made thereunder (and assuming, in the case of an Incremental Facility, that the entire amount of such Revolving Commitment Increase Incremental Facility is funded), and the application of the proceeds therefrom: (A) no Default or Event of Default shall exist on the Incremental Effective Date; provided that: provided, that to the extent the proceeds of such Incremental Facility are being used to finance the a Limited Condition Acquisition, the Lenders providing such Incremental Facility may agree to fund such Incremental Facility if (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each of the representations and warranties made by any Loan Party in or pursuant to date of signing the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) Agreement no Default or Event of Default shall have occurred and be continuing or would result from and (ii) as of the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose date of funding of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted Facility no Default or Event of Default under Section 8.78.1(a), with Section 8.1(f) or Section 8.1(g) shall have occurred and is continuing at such time of funding; (B) no commitment of any Lender shall be increased without the consent of only such Lender, and any Person providing an Incremental Term Loan Commitment that is not a Lender shall satisfy the Revolving Lenders providing requirements under Section 10.9(b) of a permitted assignee of the Term Loans; (C) proceeds of such Incremental Revolving CommitmentTerm Loan will be used for working capital and other general corporate purposes of Borrower and its Subsidiaries (including for Consolidated Capital Expenditures, Permitted Acquisitions, other permitted Investments, Restricted Payments, repayments of Subordinated Indebtedness and any other use not prohibited by the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementLoan Documents); (D) [Reserved]; and (ivE) Agent shall have received a certificate of a Responsible Officer of the Borrower shall deliver or cause certifying as to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionforegoing.

Conditions. The Incremental Revolving Investor’s obligation to fund, or cause to be funded, the Commitment shall become effective pursuant to this letter agreement is subject to the satisfaction of the following conditions, as of such Revolving Commitment Increase Effective Date; provided thatapplicable: (a) With respect to Section 1(a) above, either (i) the condition satisfaction, or express written waiver by Parent and Merger Sub, at Closing, of all conditions precedent to the obligations of Parent and Merger Sub to accept for payment, and pay for, those Shares validly tendered pursuant to the Offer, and not validly withdrawn, set forth in Section 6.2(cAnnex I to the Merger Agreement, or (ii) a Final Order shall be satisfied (except as otherwise have been obtained awarding specific performance or other equitable remedy to specifically enforce Parent’s and Merger Sub’s obligations to accept for payment, and pay for, those Shares validly tendered pursuant to the Offer, and not validly withdrawn, or to consummate the Closing on the terms and conditions set forth in the applicable Increase Revolving JoinderMerger Agreement (the “Closing Specific Performance Remedy”);; provided that (1) Investor and/or its permitted assignees will not have any obligation under any circumstances to contribute to, purchase equity or debt securities of or otherwise provide funds to Parent or Merger Sub pursuant to Section 1(a) above in any amount in excess of the Commitment, (2) the equity contributed by Investor and/or its permitted assignees to Parent or Merger Sub pursuant to this Section 2(a) may only be used by Parent or Merger Sub to satisfy the obligations described in Section 1(a), and not for any other purpose and (3) funding of the Commitment with respect to Section 1(a) above will occur substantially contemporaneously with the Offer Acceptance Time. In the event that the Transaction Consideration is reduced in accordance with the terms of the Merger Agreement and therefore Parent and Merger Sub do not require Investor to fund all of the equity financing with respect to which Investor has made its Commitment in order to consummate the Transactions contemplated by the Merger Agreement, then the amount required to be funded by Investor under this letter agreement pursuant to Section 1(a) will be correspondingly reduced. In the event that Parent and Merger Sub do not require the total aggregate amount of the Commitment in order to consummate the Transactions, the amount to be funded under this letter agreement will be reduced, without limitation, by the amount (if any) of the debt financing proceeds funded at the Closing to fund a portion of the Transaction Consideration and to pay related expenses and other amounts payable by Parent or Merger Sub at the Closing. (b) With respect to Section 1(b) above, a Final Order shall be obtained awarding the Company damages arising out of, caused by or resulting from a Willful Breach by Parent or Merger Sub of their obligations under the Merger Agreement, in each case, in the aggregate, up to the Willful Breach Cap Amount and subject to the terms and conditions of the Merger Agreement; provided that (i) Investor and/or its permitted assignees will not have any obligation under any circumstances to contribute to, purchase equity or debt securities of or otherwise provide funds to Parent or Merger Sub pursuant to Section 1(b) above in any amount in excess of the Willful Breach Cap Amount, (ii) Each the equity contributed by Investor and/or its permitted assignees to Parent or Merger Sub pursuant to this Section 2(b) may only be used by Parent or Merger Sub to satisfy the obligations described in Section 1(b), and not for any other purpose and (iii) funding of the representations and warranties made amount payable for damages arising out of, caused by any Loan Party in or resulting from a Willful Breach pursuant to Section 1(b) above, which such amount shall not exceed the Loan Documents shall be true and correct in all material respects on and as Willful Breach Cap Amount, will occur within two Business Days of receipt of such date as if made on Final Order. (c) With respect to Section 1(c) above, the valid termination of the Merger Agreement by Parent or the Company pursuant to and as in accordance with Section 8.1(c) of such date the Merger Agreement; provided that (except (A1) Investor and/or its permitted assignees will not have any obligation under any circumstances to contribute to, purchase equity or debt securities of or otherwise provide funds to Parent or Merger Sub pursuant to Section 1(c) above in any amount in excess of the extent made as of a specific dateParent Termination Fee, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B2) representations the equity contributed by Investor and/or its permitted assignees to Parent or Merger Sub pursuant to this Section 2(c) may only be used by Parent or Merger Sub to satisfy the obligations described in Section 1(c), and warranties qualified by materiality shall be true not for any other purpose and correct in all respects); provided that, if (3) the primary purpose funding of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 Parent Termination Fee with respect to the target in such Permitted Acquisition and its subsidiaries); (iiiSection 1(c) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made above will occur on the Revolving Commitment Increase Effective Date (except as otherwise set forth in day the applicable Increase Revolving Joinder); provided that, if the primary purpose of Merger Agreement termination occurs and substantially contemporaneously with such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactiontermination.

Conditions. The Any Incremental Term Loan Commitment or Incremental Revolving Commitment Commitment, as applicable, shall become effective as of such Revolving Commitment Increase its Incremental Facility Effective Date; provided that: (i) the condition set forth in Section 6.2(c5.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Incremental Term Joinder or Incremental Revolving Joinder, as applicable); (ii) Each each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects (unless qualified by materiality, in which case they shall be true and correct in all respects) on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties unless qualified by materiality materiality, in which case they shall be true and correct in all respects) on and as of such specific date); provided that, if the primary purpose of such Incremental Revolving Commitment Facility is to finance a Limited Condition Permitted Acquisition or an Investment permitted under Section 8.7 with the consent of only the Revolving Lenders7.7, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 4.19 with respect to the target in such Permitted Acquisition and its subsidiariesSubsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Incremental Facility Effective Date (except as otherwise set forth in the applicable Increase Incremental Term Joinder or Incremental Revolving Joinder, as applicable); provided that, if the primary purpose of such Incremental Revolving Commitment Facility is to finance a Limited Condition Permitted Acquisition or an Investment permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment7.7, the foregoing shall at the Borrower’s election instead be tested at the time limited to no Specified Event of the execution of the relevant definitive acquisition agreementDefault; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.

Conditions. The Incremental Revolving Commitment following conditions shall become effective as of such Revolving Commitment Increase Effective Date; provided that:be met by Tenant for ---------- any alterations to the Premises permitted under Paragraphs 10(a) and 10(b): (i) Before the condition set forth in Section 6.2(c) commencement of any such work, plans and specifications therefor or a detailed itemization including costs thereof shall be satisfied (except as otherwise set forth in furnished to Landlord for its review and approval. Landlord's approval of Tenant's plans shall create no responsibility or liability on the applicable Increase Revolving Joinder);part of Landlord for their completeness, design, sufficiency or compliance with all laws, rates, and regulations of governmental agencies or authorities. (ii) Each If the cost of such work will exceed FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00), then Tenant shall deposit in Landlord's name, in an escrow account at the Bank or other financial institution designated by Landlord, the anticipated cost of such work, as certified by Tenant's contractor, who shall be approved by Landlord, or, in the alternative, shall provide Landlord with other reasonable assurances that such work will be performed and paid for in a lien-free fashion, such as demonstrating to Landlord the strength of Tenant's financial condition or by demonstrating to Landlord that a lender has committed to loan Tenant construction funds for the proposed alterations. Such proceeds shall be disbursed periodically by Landlord upon certification of Tenant's contractor that such amounts are the amounts paid or payable for such work. Tenant shall, at the time of establishment of such escrow account and from time to time thereafter until said work shall have been completed and paid for, furnish Landlord with adequate evidence that at all times the undisbursed portion of the representations escrowed funds, together with any funds made available by Tenant, is sufficient to pay for the work in its entirety. Tenant shall obtain, and warranties made by any Loan Party in or pursuant make available to Landlord, receipted bills and, upon completion of the Loan Documents shall be true work, full and correct in all material respects on and as final waivers of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries);lien. (iii) no Default Before the commencement of any such work, Tenant shall obtain any required approvals from all governmental departments or Event authorities having or claiming jurisdiction of Default or over the Premises, and from any public utility companies having an interest therein. In any such work, Tenant shall have occurred comply with all applicable laws, ordinances, requirements, orders, directions, rules and be continuing regulations of the federal, state, county and municipal governments and of all other governmental authorities having or would result from claiming jurisdiction of or over the borrowings to be made on Premises and of all their respective departments, bureaus and offices, and with the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided thatrequirements and regulations, if the primary purpose any, of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7public utilities, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution insurance underwriting board or insurance inspection bureau having or claiming jurisdiction, or any other body exercising similar functions, and of all insurance companies then writing policies covering the relevant definitive acquisition agreement; andPremises or any part thereof. (iv) Tenant represents and warrants to Landlord that all such construction work will be performed in a good and workmanlike manner and in accordance with the Borrower terms, provisions and conditions of this Lease and all governmental requirements. (v) Landlord shall deliver or cause have the right to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with inspect any such transactionconstruction work at all times during normal working hours and to maintain at the Premises for that purpose (at its own expense) such inspector(s) as it may deem necessary so long as such inspections do not interfere with Tenant's work (but Landlord shall not thereby assume any responsibility for the proper performance of the work in accordance with the terms of this Lease, nor any liability arising from the improper performance thereof). (vi) All such work shall be performed at Tenant's cost and expense and free of any expense to Landlord and free of any liens on Landlord's fee simple interest on or Tenant's leasehold interest in the Premises. (vii) Upon substantial completion of any such work Tenant shall procure a certificate of occupancy, if applicable, from the appropriate governmental authorities verifying the substantial completion thereof. (viii) Tenant shall, indemnify and save and hold Landlord harmless from and against and reimburse Landlord for any and all loss, damage, cost and expense (including, without limitation, reasonable attorneys' fees) incurred by or asserted against Landlord which are occasioned by or result, directly or indirectly, from any construction or renovation activities conducted upon the Premises; whether or not the same is caused by or the fault of Tenant or any contractor, subcontractor, laborer, supplier, materialman or any other third party.

Conditions. The availability of Incremental Revolving Commitment shall become effective as of such Revolving Commitment Increase Effective Date; provided thatTerm Loans will be subject solely to the following conditions: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iiia) no Default or Event of Default shall have occurred and be continuing on the date such Incremental Term Loans are incurred or would result from exist immediately after giving effect thereto; (b) the borrowings to representations and warranties in the Loan Documents will be made on the Revolving Commitment Increase Effective Date true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be accurate in all respects) immediately prior to, and immediately after giving effect to, the incurrence of such Incremental Term Loans; and (c) such other conditions (if any) as otherwise may be required by the Incremental Lenders providing such Incremental Term Loans, unless such other conditions are waived by such Incremental Lenders; provided that if the proceeds of such Incremental Term Loans will be used to finance, in whole or in part, the acquisition of all or substantially all the assets of, or a majority of the Equity Interests in, or the merger, consolidation or amalgamation with, a Person or division or line of business of a Person, (i) the condition in the foregoing clause (a) may be waived (or not required) by the Incremental Lenders providing such Incremental Term Loans; and (ii) the condition in the foregoing clause (b) may be limited to the accuracy in all material respects of (A) the Specified Representations and (B) any representations and warranties made with respect to such Person, division or line of business in the agreement governing such acquisition, merger, consolidation or amalgamation to the extent the breach of such representations and warranties is material to the interests of the Lenders; provided that the failure of any such representation or warranty will not result in a failure of the conditions set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose foregoing clause (b) unless such breach results in a failure of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time condition precedent of the execution obligations of the relevant definitive acquisition agreement; and (iv) Borrower or a Restricted Subsidiary to consummate such acquisition, merger, consolidation or amalgamation or permits the Borrower shall deliver or cause a Restricted Subsidiary to be delivered a duly executed Increase Revolving Joinder terminate such agreement (after giving effect to any applicable notice and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactioncure provisions).

Conditions. The No Incremental Revolving Commitment Facility shall become effective as under this Section 2.17 unless, after giving effect to such Incremental Facility, the Term Loans to be made thereunder, and the application of such Revolving Commitment Increase Effective Date; provided thatthe proceeds therefrom: (i) no Default or Event of Default shall exist at the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder)time of funding; (ii) Each calculated on a pro forma basis immediately after giving effect to such Incremental Facility (A) the Loan Parties shall be in compliance with the Financial Covenant set forth in Section 6.07 as of the last day of the Fiscal Month most recently ended and (B) Holdings shall have demonstrated projected pro forma compliance with the Financial Covenant set forth in Section 6.07 for the immediately succeeding twelve (12) full Fiscal Month period ending after the funding of the Incremental Facility and the use of proceeds therefrom; (iii) the representations and warranties made by any Loan Party contained in or pursuant to Article IV and the other Loan Documents shall be are true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case that such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties is qualified by materiality or a Material Adverse Effect standard in which case it shall be true and correct in all respects); provided that, if ) on and as of the primary purpose effective date of such Incremental Revolving Commitment is funding, except to finance a Limited Condition Acquisition permitted under Section 8.7 the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct (in compliance with the consent foregoing standard) as of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)earlier date; (iiiiv) no Default or Event of Default Administrative Agent shall have occurred and received a certificate of an Authorized Officer of Borrower Representative certifying as to the foregoing; (v) the proceeds of each Incremental Term Loan shall be continuing or would result from used for the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise purposes set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement2.04; and (ivvi) Administrative Agent shall have received, to the Borrower extent Administrative Agent shall deliver have required or cause to be delivered a duly executed Increase Revolving Joinder and any requested, customary legal opinions or other documents reasonably requested by from Borrowers’ counsel, customary evidence of authorization with respect to any of the officers executing the Incremental Facility and related documentation on behalf of the Borrowers, Organizational Documents and good standing certificates from Borrowers in their jurisdictions of organization and a solvency, secretary certificate and officer’s certificate from Borrowers, in each case, in form and substance satisfactory to Administrative Agent in connection with any such transactionits reasonable discretion.

Conditions. The Incremental Revolving Commitment (i) As a condition precedent to each Term Loan Increase, the Borrower shall become effective deliver to the Administrative Agent a certificate of the Borrower and, if reasonably determined by the Administrative Agent to be necessary or desirable under applicable Requirements of Law with respect to the Loan Documents of a Guarantor, of each such Guarantor, dated as of such Revolving Commitment the Term Loan Increase Effective Date; provided that: , signed by a Responsible Officer of the Borrower or each such Guarantor, as applicable, and (iA) certifying and attaching the condition set forth resolutions adopted by the Borrower or such Guarantor approving or consenting to such Term Loan Increase (which, with respect to any such Loan Party, may, if applicable, be the resolutions entered into by such Loan Party in Section 6.2(cconnection with the incurrence of the Obligations on the Closing Date) and (B) certifying that (1) both before and immediately after giving effect to such Term Loan Increase, as of the Term Loan Increase Effective Date no Default or Event of Default shall exist and be satisfied continuing and (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii2) Each of the representations and warranties made by any of the Borrower and each other Loan Party contained in Article V or pursuant to the any other Loan Documents shall be Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) on and as of such date as if made on and as of such date (the Term Loan Increase Effective Date, except (A) to the extent made as of a specific that such representations and warranties specifically refer to an earlier date, in which case such representation and warranty shall be they are true and correct in all material respects on (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) as of such specific date earlier date, and except that for purposes of this clause (B) i)(B)(3), the representations and warranties qualified by materiality contained in Sections 5.04(a) and (b) shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is deemed to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited refer to the Specified Representations most recent statements furnished pursuant to Sections 6.01(a) and (other than Section 5.19 with respect b), respectively. In addition, as a condition precedent to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided thateach Term Loan Increase, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder such other officer’s certificates, Organization Documents and any customary legal opinions or other documents of the type delivered on the Closing Date as are reasonably requested by by, and in form and substance reasonably satisfactory to, the Administrative Agent in connection with any such transactionAgent. (ii) Each Term Loan Increase shall have the same terms as the outstanding Term Loan Loans and be part of the existing Term Loan Facility hereunder. Cash Collateral.

Conditions. The Incremental Revolving Commitment shall become effective 5.1. Completion is conditional upon the satisfaction of each of the following conditions: (a) the CMA having accepted the Undertaking in Lieu from the Seller Parent (and such undertaking having been signed by the CMA and the Seller Parent) and the CMA having approved the Buyer Parent or its Related Persons as the suitable purchaser for the purposes of the Transaction; (b) the closing of the transactions contemplated under the Business Combination Agreement in accordance with the terms of such Revolving Commitment Increase Effective agreement; (c) each Rig (other than: (i) a Rig that has become a Rig Total Loss; or (ii) any Rig with Rig Damage on the Condition Satisfaction Date which is subject to determination pursuant to clauses 7.6 to 7.12 (inclusive)) is on Completion delivered with class maintained, free of average damage affecting class which has been incurred after the Rig Inspection Date relating to that Rig; (d) no Rig Total Loss Event having occurred in respect of more than two Rigs; and (e) the consent in writing of the Drilling Customer to each of the Drilling Agreements (other than the NLN Drilling Agreement) to novate such agreement, subject to clause 5.3(b), on the terms of the Drilling Novation Agreements having been received prior to the satisfaction of the CMA Condition. 5.2. Each Seller Party shall use its reasonable endeavours to procure the satisfaction of the Conditions as soon as practicable and in any event by no later than the Longstop Date; . The Seller Parent shall notify the Buyer in writing as soon as reasonably practicable if it becomes aware of any matter, event or circumstance which would result in any of the Conditions becoming incapable of satisfaction. 5.3. The Buyer shall (and shall procure that each of its Related Persons shall) cooperate with the Seller Parties in connection with the satisfaction of the Condition set out in clause 5.1(e), and shall (without limitation): (a) promptly provide to the Seller Parent (upon its written request) with all information and documents reasonably required by any Drilling Customer; (b) consent to any amendment reasonably requested by the Drilling Customer to the terms of any Drilling Novation Agreement to be entered into by such customer on Completion, provided thatthat the Buyer and its Related Persons shall: (i) the condition set forth in Section 6.2(conly be required to assume any obligation or liability under a Drilling Agreement that arises on or after Completion (provided that this clause 5.3(b)(i) shall be satisfied (except as otherwise set forth not in any way require any Seller Party to remedy any damage to any Rig or the applicable Increase Revolving JoinderRig Assets other than in accordance with the terms of clause 7);; or (ii) Each of the representations and warranties made by not be required to agree any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment term that is to finance a Limited Condition Acquisition permitted under Section 8.7 inconsistent with the consent terms of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (this agreement or any other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)Transaction Document; (iiic) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings provide a Drilling PCG to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementeach Drilling Customer; and (ivd) in accordance with the Borrower shall deliver or cause NSH Drilling Agreement and the NST Drilling Agreement, provide each Drilling Customer a deed of liability and insurance and a deed of mutual indemnity and waiver, in each case, in the form contained in the relevant Drilling Agreement. 5.4. The Buyer undertakes to cooperate with the CMA in relation to the CMA’s suitable purchaser assessment, including promptly providing the CMA with all information and documents reasonably required for the purposes of the purchaser suitability assessment and making the management of the Buyer available to meet with, and present to, the CMA on the proposed business plan for the Business to be delivered operated by the Buyer following Completion and the NLN Completion. 5.5. The Buyer shall: (a) present a duly executed Increase Revolving Joinder well developed business plan to the CMA for the Business when requested to do so by the CMA; (b) make senior management available to meet with and any customary legal opinions or other documents present to the CMA on the business plan and arrange the attendance of senior management from its selected partners to meet with the CMA when requested to do so by the CMA; (c) provide information reasonably requested by the Administrative Agent CMA in relation to the assessment of purchaser suitability, in a timely manner; (d) keep the Seller Parent regularly updated on the status of discussions with the CMA in connection with the Transaction; and (e) promptly notify the Seller Parent of any communication received from the CMA in connection with the Transaction and, to the extent permitted by applicable law, promptly provide the Seller Parent with copies of all communications received from, or made to, the CMA in connection with the Transaction, in each case, it being acknowledged that any Buyer Confidential Information related to such transactiondiscussions or communication with the CMA shall be shared on a counsel to counsel basis only. 5.6. The Buyer undertakes to each Seller Party that it has the financial resources, expertise (including managerial, operational and technical capability), incentive and intention to maintain and operate the Assets and the Business as part of a viable and active business in competition with the Sellers and other competitors in the provision of offshore drilling services using ▇▇▇▇-up rigs in North West Europe (identified as the United Kingdom, Denmark and the Netherlands), excluding Norway. 5.7. The Buyer undertakes to each Seller Party that it shall not at any time prior to Completion, either alone or acting in concert with any other person, acquire, agree to acquire or offer to acquire, or cause any other person to acquire, agree to acquire or to offer to acquire, or progress or contemplate (or cause any other person to progress or contemplate) arrangements which, if carried into effect, would result in the acquisition of a competing business to the Business or any other business, the acquisition of which might reasonably be expected to prejudice or delay the outcome of the satisfaction of any of the Conditions or the occurrence of Completion. 5.8. To the extent requested by the CMA, each Party agrees to amend the terms of this agreement or any other Transaction Document on terms acceptable to the CMA and shall at their own expense execute all such documents (including a deed of amendment) and do such acts and things as the CMA may reasonably require for the purpose of such amendment. 5.9. By no later than one Business Days following the satisfaction of the Condition set out in clause 5.1(e), the Seller Parent and the Buyer shall deliver a notice in writing to the CMA (signed by the Seller Parent and the Buyer) confirming that such condition has been satisfied. 5.10. The Seller Parent shall keep the Buyer reasonably advised of the progress towards the satisfaction of the Conditions and shall notify the Buyer in writing upon the satisfaction of each Condition capable of satisfaction prior to Completion and the first Business Day following the satisfaction of all the Conditions (or, in the case of the Rig Conditions, such conditions continuing to be fulfilled) being, the “Condition Satisfaction Date”. 5.11. If any of the Conditions has not been satisfied or becomes incapable of satisfaction, in each case, on or before the Longstop Date, this agreement shall terminate with effect from that date. 5.12. If this agreement terminates in accordance with clause 5.11, the obligations of the Parties shall automatically terminate, save that the rights and liabilities of the Parties which have accrued prior to (or as a result of) termination shall continue to subsist, including those under this clause 5.12 and clauses 1, 4.4, 21 to 23 and 26 to 37 (inclusive).

Conditions. The Incremental Revolving Term Loan Commitment shall become effective effective, as of such Revolving Commitment Term Loan Increase Effective Date; provided provided, that: , subject to Section 1.6 in the case of an Incremental Term Facility incurred in connection with a Limited Condition Acquisition: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date Term Loan Increase Effective Date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respectsdate); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iiiii) no Default or Event of Default shall have occurred and be continuing exist immediately prior to or would result from the borrowings after giving effect to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementTerm Facility; and (iviii) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction; (iv) no Lender will be required to participate in any Incremental Term Facility without its consent; (v) the Borrower shall be in compliance with the covenants in Section 8.1, calculated on a pro forma basis, including the application of the proceeds of such Incremental Term Loan Commitment (without “netting” the cash proceeds of the applicable Incremental Facility) (and determined on the basis of the financial statements for the most recently ended fiscal quarter), and assuming a full drawing under all Incremental Revolving Facilities constituting revolving commitments incurred at such time; and (vi) the all-in-yield applicable to any Incremental Term Loan will be determined by the Borrower and the lenders providing such Incremental Term Loan.

Conditions. The Incremental Revolving Commitment institution of the Add-On Term Loan shall become effective as of such Revolving Commitment Increase Effective Date; provided thatbe subject to the following conditions: (iI) each of the condition conditions set forth in Section 6.2(c) 5.02 shall be satisfied (except as otherwise set forth or waived in accordance with the applicable Increase Revolving Joinder)terms hereof; (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iiiII) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be Add-On Term Loan made on the Revolving Commitment Increase Add-On Term Loan Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided thatDate, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; andany; (ivIII) the Borrower shall deliver deliver, or cause to be delivered a duly executed Increase Revolving Joinder and delivered, any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction; (IV) any Person providing any portion of the Add-On Term Loan that is not an existing Lender must be an Eligible Assignee; (V) any institution of the Add-On Term Loan shall be in a minimum principal amount of Fifty Million Dollars ($50,000,000), and in integral multiples of Ten Million Dollars ($10,000,000) in excess thereof; (VI) other than with respect to any Add-On Term Loan the proceeds of which shall be used to finance a Permitted Acquisition or any other Investment permitted under Section 8.04, a Responsible Officer of the Borrower shall deliver to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that the Borrower would be in compliance with all applicable Financial Covenants in effect at such time on a Pro Forma Basis, recomputed as of the last day of the last ended Test Period; and (VII) the Applicable Rate, fees and scheduled principal amortization payments under each Add-On Term Loan shall be as set forth in the Add-On Term Loan Lender Joinder Agreement.

Conditions. The Incremental Revolving Commitment Term Loan Commitments shall become effective as of such Revolving Commitment Increase Effective Date; provided thatthe first date that the following conditions precedent have been satisfied: (i) the condition all conditions set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in 4.4 with respect to the applicable Increase Revolving Joinder)Incremental Projects shall have been met; (ii) Each of since the representations Closing Date, no event or circumstance which has had a Material Adverse Effect shall have occurred and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)continuing; (iii) no Default or Event of Default shall have occurred and be continuing as of the Incremental Satisfaction Date or would result from exist immediately after giving effect to the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; andSatisfaction Date; (iv) all representations and warranties contained in this Agreement and the other Loan Documents (in each case with respect to each date of a Loan for a Project and as of each Inclusion Date with respect to an Incremental Project such representation or warranty as to any Project or any Project Company shall relate only to such Project or Project Company) shall be true and correct in all material respects on and as of the Incremental Satisfaction Date (unless such representation and warranty is qualified by materiality, in which event such representation and warranty shall be true and correct in all respects) on and as of the Incremental Satisfaction Date with the same force and effect as if made on and as of such date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (unless such representation and warranty is qualified by materiality, in which event such representation and warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances permitted under the Loan Documents; (v) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder officer’s certificates and any customary legal opinions or other documents with respect to the Increase Joinder to the extent reasonably requested by by, and in form and substance reasonably satisfactory to, the Required Lenders; (vi) The Administrative Agent shall have received, at least ten (10) Business Days prior to the requested Incremental Satisfaction Date: (a) All documentation and other information regarding the Pledgors and the Obligors requested in connection with applicable “know your customer” rules and regulations, Anti-Money Laundering Laws, including the Patriot Act; and (b) Beneficial Ownership Certifications with respect to each Pledgor and each applicable Obligor. (vii) the Borrower has delivered a notice meeting the requirements set forth in this Section 2.3.1(b) at least forty-five (45) days prior to the Incremental Satisfaction Date; and (viii) no later than ten (10) Business Days before the Inclusion Date, the Borrower shall have delivered to the Administrative Agent (for delivery to each Lender and LC Issuer) (A) a final update to the most recently updated Base Case Projections, which Base Case Projections update shall be satisfactory to the Administrative Agent and the Required Lenders (in connection consultation with any such transactionthe Independent Engineer) and (B) a certificate of an Authorized Officer of the Borrower stating that the Base Case Projections were prepared in good faith based upon assumptions which the Borrower considers to be reasonable at the time made and at the time made available to the Administrative Agent, the Lenders and LC Issuers and as of the Incremental Satisfaction Date.

Conditions. The Incremental Revolving Commitment 4.1 Completion shall become effective as of such Revolving Commitment Increase Effective Date; be subject to the following conditions being satisfied (or waived in accordance with Clause 4.10): (a) the Purchaser having received, by the date and time provided thatin Clause 4.2, confirmation from the CMA that either: (i) the acquisition of the Shares pursuant to this Agreement does not constitute a relevant merger situation within the meaning of Part 3 of the Enterprise ▇▇▇ ▇▇▇▇; or (ii) that there will not be a Phase 2 CMA Reference of the Transaction (“Merger Control Approval”), which such confirmation may be subject to conditions (including conditions which would require of the Purchaser Group to offer remedies or make divestitures), other than where the Purchaser is obliged, as a condition set forth in Section 6.2(cof obtaining such Merger Control Approval, to offer any remedies or divestitures that would give rise to a Divestiture Material Adverse Effect, (the “Merger Control Condition”); (b) shall be satisfied the Pre-Sale Property Extraction having occurred prior to Completion (except as otherwise set forth in the applicable Increase Revolving Joinder“Property Extraction Condition”); (c) no Material Adverse Effect having occurred during the period from the date of this Agreement to the Completion Date and which is subsisting on the Completion Date; and (d) no breach of: (i) the Warranties having occurred; (ii) Each of the representations and warranties made Completion Warranties having occurred, as if the Completion Warranties were given immediately prior to Completion by any Loan Party in or pursuant reference to the Loan Documents shall be true facts and correct in all material respects on and as of such date as if made on and as of such date circumstances subsisting at that time (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if solely for the primary purpose purposes of such Incremental Revolving Commitment is to finance determining whether a Limited Condition Acquisition permitted under Section 8.7 with breach of the consent Completion Warranties has occurred for the purposes of only this sub-clause 4.1(d)(ii) only, the Revolving Lenders, then contents of the foregoing Completion Disclosure Letter shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiariesdisregarded);; or (iii) no Default the obligations of the Vendors under Clause 5.1 and Schedule 3 of this Agreement having occurred prior to Completion, where such breach (or Event of Default shall have occurred and be continuing such breaches in aggregate) results in, or would result from the borrowings to be made in, a Material Adverse Effect on the Revolving Commitment Increase Effective Date business of the Group as a whole, together, the “Conditions”. 4.2 The Purchaser shall use all reasonable endeavours, at its own cost, to procure that the Merger Control Condition is satisfied as soon as practicable and in any event no later than: (except a) 6.00 pm on 27 April 2015; or (b) such later time and date as otherwise set forth may be agreed in writing by the Vendors and the Purchaser, and shall not, and shall procure that none of its respective Affiliates or Representatives shall, take any action that could reasonably be expected to adversely affect the satisfaction of such Condition. 4.3 As soon as possible after the date of this Agreement, and in any event within 5 Business Days of the date of this Agreement, the Purchaser shall provide the CMA Notification to the CMA. 4.4 In order to satisfy the Merger Control Condition, the parties shall (i) reasonably cooperate in all respects with each other in the applicable Increase Revolving Joinder); provided that, if the primary purpose preparation of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver any submission or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions response required or other documents reasonably requested by the Administrative Agent CMA in connection with the CMA Notification and/or the Merger Control Condition, (ii) supply to any Authority as promptly as practicable any additional information requested pursuant to any applicable Laws and take all other procedural actions required in order to satisfy the Merger Control Condition, (iii) promptly provide each other with copies of any material written communication received from or sent to the CMA (or written summaries of any material non-written communication) in connection with any proceeding, investigation or inquiry commenced in order to satisfy the Merger Control Condition and (iv) give each other and their respective advisers the opportunity to participate in all meetings and discussions with any Authority in connection with the Merger Control Condition to the extent permitted by the Authority and subject to all applicable Laws including competition laws. 4.5 The Purchaser acknowledges and agrees that it shall use all reasonable endeavours to satisfy the Merger Control Condition and, accordingly, if the Purchaser is required by any competent merger control authority to offer any remedies or divestitures as a condition to obtaining the Merger Control Condition, the Purchaser agrees that it shall offer as a remedy to dispose of the Product(s) which overlaps with any product of the Purchaser Group (the “Relevant Product”) but provided always that the Purchaser shall not be obliged to offer any remedies to the competent merger control authority as a condition of obtaining the Merger Control Approval that would give rise to a Divestiture Material Adverse Effect. 4.6 The Vendors shall procure (i) completion of the Pre-Sale Property Extraction prior to Completion. 4.7 If at any time the Vendors or the Purchaser become aware of any event, circumstance or condition that would be reasonably likely to prevent a Condition being satisfied it shall forthwith inform the other parties. 4.8 Each party shall notify the others promptly upon it becoming aware that any of the Conditions have been satisfied (or waived in accordance with Clause 4.10). 4.9 If the Condition at Clause 4.1(a) is not satisfied (or waived in accordance with Clause 4.10) by the Long-Stop Date, this Agreement shall cease to have effect immediately except for the provisions of Clauses 1, 4.9, 10, 13, 17 and 19 to 27 (in each case inclusive) and any rights or liabilities that have accrued prior to that time. 4.10 The Purchaser may, to such transactionextent as it thinks fit and is legally entitled to do so, waive any of the Conditions (other than the Property Extraction Condition) in whole or in part, by written notice to the Vendors.

Conditions. The No Incremental Revolving Commitment Commitments shall become effective as of such Revolving Commitment the Increase Effective Date; provided that:Date unless (but subject to Section 1.09 in each case): (i) each of the condition conditions set forth in Section 6.2(c) 4.02 shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder)satisfied; (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date Date; (iii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as otherwise set forth of such earlier date, and except that for purposes of this Section 2.15(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the applicable Increase Revolving Joindermost recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01; provided that, if in the primary purpose case of such an Incremental Revolving Commitment is being used to finance consummate a Limited Condition Acquisition permitted under Section 8.7Acquisition, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead election, to the extent acceptable to the Lenders providing the relevant Incremental Commitment, the only representations and warranties that will be tested at required to be true and correct will be the time Specified Representations (conformed as necessary for such acquisition) and such of the execution representations made by or on behalf of the relevant definitive applicable target, its affiliates, its subsidiaries or their respective businesses in the acquisition agreement governing such Limited Condition Acquisition as are material to the interests of the Lenders, but only to the extent that a Loan Party has the right to terminate its obligations under such acquisition agreement or to decline to consummate such Limited Condition Acquisition as a result of a breach of such representations in the acquisition agreement; (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrower shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrower shall make any breakage payments in connection with any adjustment of Revolving Credit Loans pursuant to Section 2.15(d); and (ivvi) as a condition precedent to each Incremental Commitment, the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder officer’s certificates, Organization Documents and any customary legal opinions or other documents of the type delivered on the Closing Date to the extent reasonably requested by by, and in form and substance reasonably satisfactory to, the Administrative Agent Agent, and if such Incremental Commitment is being provided in connection with any a Limited Conditionality Acquisition, such transactioncertificate shall provide that the above requirements were satisfied in accordance with Section 1.09.

Conditions. The Any Incremental Revolving Commitment Commitments shall become effective as of such Revolving Commitment the applicable Increase Effective Date; provided that: (i) the condition set forth in Section 6.2(c) no Lender shall be satisfied (except as otherwise set forth required to participate in the applicable Increase Revolving Joinder)any such new incremental facility; (ii) Each of the all representations and warranties made by any Loan Party contained in or pursuant to this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of such date Increase Effective Date (both before and after giving effect thereto and, in the case of each Borrowing of Term Loans pursuant to Incremental Commitments, the application of proceeds therefrom) with the same effect as if made on and as of such date (except (A) to the extent made as of a specific datesuch representations and warranties expressly relate to an earlier date and in such case, in which case such representation representations and warranty warranties shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties date; provided that any representation or warranty that is qualified by materiality materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects); provided that, if as though made on and as of the primary purpose applicable date, before and after giving effect to such Borrowing of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)Term Loans; (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings Borrowings to be made on the Revolving Commitment such Increase Effective Date (except Date; provided, for the avoidance of doubt, that no Default or Event of Default in respect of Section 6.03 shall have occurred and be continuing nor result from the making of such Borrowing on and as otherwise set forth in of the applicable Increase Revolving Joinder); provided thatEffective Date, if the primary purpose of such Incremental Revolving Commitment is without giving effect to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementany Collateral Coverage Ratio Cure Period; and (iv) after giving pro forma effect to the Borrower shall deliver or cause Borrowings to be delivered a duly executed made on the Increase Revolving Joinder Effective Date, (A) the Collateral Coverage Ratio shall not be less than 2.00 to 1.00 and any customary legal opinions or other documents reasonably requested by (B) the Administrative Agent in connection with any such transactionaggregate outstanding amount of all Priority Lien Debt is no greater than $5,000,000,000.

Conditions. The No Incremental Revolving Commitment Facility shall become effective as of under this Section 1.1(e) unless, immediately after giving pro forma effect to such Revolving Commitment Increase Effective Date; provided that: Incremental Facility, the Loans to be made thereunder (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth and assuming, in the applicable Increase case of an Incremental Revolving Joinder); (ii) Each of Loan Commitment, that the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose entire amount of such Incremental Revolving Loan Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with funded), the consent application of only the Revolving Lendersproceeds therefrom and any acquisition or investment consummated in connection therewith: (A) no Event of Default shall exist at the time of funding or, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 solely with respect to an Incremental Term Loan the target in such proceeds of which are intended to and shall be used to finance substantially contemporaneously a Permitted Acquisition and its subsidiaries); (iii) no which is subject to customary “Funds Certain Provisions”, unless the Persons holding not less than a majority of the commitments to provide such Incremental Term Loan waive the absence of a Default or Event of Default shall have occurred and be continuing or would result from the borrowings as a condition to be made funding thereof, on the Revolving Commitment Increase Effective Date date on which the related acquisition agreement is executed and becomes effective (except any such date, an “Acquisition Agreement Signing Date”); (B) as otherwise of the last day of the most recent month for which financial statements have been delivered pursuant to Section 4.1(c), (1) (a) unless constituting Incremental Equivalent Debt, the Senior Leverage Ratio (on a Net Basis), recomputed on a pro forma basis, shall not exceed 5.25:1.00 (b) to the extent constituting Incremental Equivalent Debt, the Leverage Ratio (on a Net Basis), recomputed on a pro forma basis, shall not exceed 6.50:1.00 and (2) the Credit Parties are in compliance on a pro forma basis with the covenants set forth in Article VI; (C) proceeds of Incremental Term Loans shall be used solely to (1) finance or refinance the applicable Increase Revolving Joinder); provided thatpurchase price of a Permitted Acquisition that is, if in each case, consummated substantially concurrently with the primary purpose incurrence thereof or within 30 days prior to the date of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition incurrence, (2) make other Investments permitted under Section 8.75.4, (3) finance working capital requirements and general corporate purposes of the Borrower and its Subsidiaries in accordance with the consent terms of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementthis Agreement and (4) make Restricted Payments permitted under Section 5.11; and (ivD) the Applicable Agent shall have received a certificate of a Responsible Officer of the Borrower shall deliver or cause certifying as to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionforegoing.

Conditions. 3.1 The Incremental Revolving Commitment Parties undertake to enter into the Promised Agreement subject to the fulfillment of the following conditions (“Conditions”): (a) obtainment of the Antimonopoly Approval (hereinafter, the „Condition 1”); (b) effective and final release of the guarantees issued by the Target Companies, as listed in items 2, 3 and 4 of the Schedule No. 15 hereto (hereinafter the “TC Guarantees”) (hereinafter, the “Condition 2”). 3.2 The Seller shall become effective as provide, or procure that the Target Companies shall provide, such reasonable assistance (including the provision of such Revolving Commitment Increase Effective Date; provided thatinformation and other documents reasonably necessary to support the applications to the Relevant Antimonopoly Office) as the Buyer may reasonably require in respect of the Condition 1. 3.3 Subject to the provisions of item (f) below: (a) The Buyer undertakes to use its best endeavors to obtain as promptly as practicable the Antimonopoly Approval, and shall take all actions as may be requested by the Relevant Antimonopoly Office to obtain such approval, including, without limitation, providing such information and other documents reasonably necessary to support the relevant application to and addressing any queries raised by the Relevant Antimonopoly Office. (b) The Buyer shall promptly submit (which shall in no event be later than 14 (fourteen) Business Days after the date of this Agreement) all filings and notifications with the Relevant Antimonopoly Office in order to obtain the Antimonopoly Approval. (c) The Parties shall cooperate with the reasonable requests of each other in seeking to obtain as promptly as practicable the Antimonopoly Approval. No Party shall take any action that they are aware or should reasonably be aware would have the effect of delaying, impairing or impeding the receipt of the Antimonopoly Approval. (d) Subject to applicable laws relating to the sharing of information, the Buyer shall: (i) promptly notify the condition set forth Seller of any communication the Buyer receives from the Relevant Antimonopoly Office in Section 6.2(c) shall be satisfied (except as otherwise set forth relation to this Agreement and permit the Seller to review in advance any proposed communication by the applicable Increase Revolving Joinder);Buyer to the Antimonopoly Office; and (ii) Each provide the Seller with copies of all correspondence, filings or communications between the Buyer or any of its representatives, on the one hand, and the Relevant Antimonopoly Office or members of its staff, on the other hand. (e) The Seller and the Buyer shall coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other may reasonably request in connection with the foregoing, provided that the foregoing shall not require any Party to disclose any information that in the reasonable judgment of the representations and warranties made by Buyer or the Seller, as the case may be, would result in the disclosure of any Loan trade secrets of third parties or the breach of any of their respective confidentiality obligations. (f) No Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as required to comply with any provision of such date as if made on and as of such date (except (A) this Section 3.3 to the extent made as of a specific date, in which case that such representation compliance would be prohibited by applicable law. 3.4 The Parties shall keep each other fully informed and warranty shall be true and correct in all material respects on and as of such specific up to date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to their progress towards satisfaction of the target in such Permitted Acquisition Conditions and its subsidiaries); upon becoming aware of satisfaction of any of the Conditions shall notify the other Party thereof not later than within 1 (iiione) no Default or Event of Default shall have occurred and be continuing or would result Business Day from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of date such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time Party becomes aware of the execution satisfaction of the relevant definitive acquisition agreement; and (iv) Condition. In particular, the Borrower Buyer shall deliver or cause to the Seller, together with the relevant notification, a copy of the Antimonopoly Approval. Immediately after fulfillment of the Condition 2 all the pertinent documents confirming fulfillment of the Condition 2 shall be delivered a duly executed Increase Revolving Joinder placed in the VDR (as defined below). 3.5 The Condition 2 is stipulated for the benefit of the Buyer and the Buyer is entitled to waive that Condition 2 at any customary legal opinions or other documents reasonably requested by time. The foregoing waiver shall have the Administrative Agent in connection with any such transactionsame effect as fulfillment of Condition 2.

Conditions. The Incremental Revolving Commitment (i) As a condition precedent to each Term Loan Increase, the Borrower shall become effective deliver to the Administrative Agent a certificate of the Borrower and, if reasonably determined by the Administrative Agent to be necessary or desirable under applicable Requirements of Law with respect to the Loan Documents of a Guarantor, of each such Guarantor, dated as of such Revolving Commitment the Term Loan Increase Effective Date; provided that: , signed by a Responsible Officer of the Borrower or each such Guarantor, as applicable, and (iA) certifying and attaching the condition set forth resolutions adopted by the Borrower or such Guarantor approving or consenting to such Term Loan Increase (which, with respect to any such Loan Party, may, if applicable, be the resolutions entered into by such Loan Party in Section 6.2(cconnection with the incurrence of the Obligations on the Closing Date) and (B) certifying that (1) both before and immediately after giving effect to such Term Loan Increase, as of the Term Loan Increase Effective Date no Default or Event of Default shall exist and be satisfied continuing and (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii2) Each of the representations and warranties made by any of the Borrower and each other Loan Party contained in Article V or pursuant to the any other Loan Documents shall be Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) on and as of such date as if made on and as of such date (the Term Loan Increase Effective Date, except (A) to the extent made as of a specific that such representations and warranties specifically refer to an earlier date, in which case such representation and warranty shall be they are true and correct in all material respects on (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) as of such specific date earlier date, and except that for purposes of this clause (B) i)(B)(3), the representations and warranties qualified by materiality contained in Sections 5.04(a) and (b) shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is deemed to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited refer to the Specified Representations most recent statements furnished pursuant to Sections 6.01(a) and (other than Section 5.19 with respect b), respectively. In addition, as a condition precedent to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided thateach Term Loan Increase, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder such other officer’s certificates, Organization Documents and any customary legal opinions or other documents of the type delivered on the Closing Date as are reasonably requested by by, and in form and substance reasonably satisfactory to, the Administrative Agent in connection with any such transactionAgent. (i) Each Term Loan Increase shall have the same terms as the outstanding Term Loan Loans and be part of the existing Term Loan Facility hereunder.

Conditions. The Incremental Revolving Commitment Any Tag-Along Sale consummated pursuant to this Section 11 shall become effective as of such Revolving Commitment Increase Effective Date; provided thatbe subject to the following requirements: (i) the condition set forth in Section 6.2(c) no Holder shall be satisfied required to make any representation, warranty or covenant or provide any indemnity that is not substantially similar to the representations, warranties and covenants made or indemnities provided by all Holders (except provided that no Holder shall be required to make any representations, warranties or covenants or provide indemnities as otherwise set forth in the applicable Increase Revolving Joinderto any other Holders); (ii) Each no Holder shall be liable for the inaccuracy or breach of the representations and warranties made any representation, warranty or covenant by any Loan Party in other Person not Affiliated with or pursuant to the Loan Documents shall be true and correct in all material respects on and as an agent of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations Holder (other than Section 5.19 the Company, subject to clause (iii) below) in connection with respect to the target in such Permitted Acquisition and its subsidiaries)Tag-Along Sale; (iii) the liability for indemnification, if any, of such Holder in such Tag-Along Sale shall be several, and not joint or joint and several, with any other Person (provided that indemnification to cover breaches of representations, warranties and covenants of the Company and any other special indemnities provided by the Company shall be borne pro rata in proportion to, and not to exceed, the amount of consideration paid to such Holder in connection with such Tag-Along Sale) and shall in no Default or Event of Default shall have occurred and be continuing or would result from event exceed the borrowings to be made on actual proceeds received by such Holder in the Revolving Commitment Increase Effective Date Tag-Along Sale (except as otherwise set forth in the applicable Increase Revolving Joindercase of fraud or intentional misrepresentation by such Holder); (iv) no Holder shall be required to sign a covenant not to compete or any similar restrictive covenants; (v) upon the consummation of the Tag-Along Sale, each Holder will receive the same form and amount of consideration for such Holder’s Shares as is received by other Holders in respect of their Shares of such same class or series of Company capital stock; provided that, if that the primary purpose form of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with consideration for the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing Tag-Along Sale shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementpayable or deliverable solely in cash or freely tradeable securities; and (ivvi) subject to clause (v) above, requiring the Borrower shall deliver or cause same form of consideration to be delivered available to the holders of any single class or series of Company capital stock, if any holders of any capital stock of the Company are given an option as to the form and amount of consideration to be received upon the consummation of the Tag-Along Sale, all holders of such Company capital stock will be given the same option, subject to compliance with applicable securities Laws. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that all or a duly executed Increase Revolving Joinder and portion of the consideration payable to any customary legal opinions or other documents reasonably requested by the Administrative Agent Holder in connection with such Tag-Along Sale consists of securities and the exchange or sale of such securities to any Holder would require either a registration under the Securities Act or the preparation of a disclosure document pursuant to Regulation D under the Securities Act (or any successor regulation) or a similar provision of any state securities Law, then, at the option of the Parent, such transactionHolders may receive, in lieu of such securities, the fair market value of such securities in cash, as determined in good faith by the Board.

Conditions. The Incremental Revolving Commitment shall become effective as of such Revolving Commitment Increase Effective Date; provided that: Subleases and assignments by Tenant are also subject to: (i) the condition terms of this Lease; (ii) the current Lease Term (i.e., the term of the sublease or assignment shall not extend beyond the then-current Lease Term), and subtenants and assignees (except for an assignee that is an Affiliate and that receives an assignment of all of Tenant’s rights under this Lease for the entire Premises) shall not have the right to exercise any of the Lease Term renewal/extension rights provided for in this Lease; (iii) Tenant shall not be released of, and shall remain liable for, all Lease obligations; (iv) consent to one sublease or assignment shall not waive the consent requirement for future assignments or subleases; (v) subtenants and assignees shall not have the signage rights set forth in Section 6.2(c7.2(b) shall be satisfied (, Section 7.2(c) and Section 7.2(d) herein, except as otherwise expressly set forth in the applicable Increase Revolving Joinder); such sections; and (iivi) Each fifty (50%) percent of the representations consideration (the “Excess Consideration”) received by Tenant from an assignment or sublease that exceeds the total of (a) the amount Tenant must pay Landlord, which amount is to be prorated where only a part of the Premises is subleased or assigned, and warranties made (b) the actual reasonable costs incurred by any Loan Party Tenant in procuring said assignment or pursuant sublease, which amount is to be prorated over the Loan Documents term of such assignment or sublease, shall be true paid to Landlord, within ten (10) days of receipt of same from time to time, with a detailed statement showing the total consideration paid to Tenant by the subtenant or assignee and correct the actual reasonable costs incurred in all material respects on and as procuring such assignment or sublease. Tenant shall provide Landlord with reasonable documentation of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth information contained in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactiondetailed statement.

Conditions. The Incremental Revolving Commitment Commitments shall become effective as of such Revolving Commitment the Increase Effective Date; provided that: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (Ax) to the extent made as that such Incremental Commitments are incurred in connection with a Permitted Acquisition, no Event of a specific dateDefault under §14.1(a), in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date (b), (g) and (Bh) representations shall have occurred and warranties qualified by materiality shall be true and correct in all respects); provided thatcontinuing or (y) otherwise, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date Date; (ii) (x) to the extent that such Incremental Commitments are incurred in connection with a Permitted Acquisition, the Specified Representations are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, or (y) otherwise, the representations and warranties contained in §8 and the other Loan Documents are true and correct in all material respects on and as otherwise of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this clause (y), the representations and warranties contained in §8.4.1 shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of §9.4; (iii) to the extent that such Incremental Commitments are not incurred in connection with a Permitted Acquisition, on a pro forma basis (assuming, in the case of Incremental Revolving Loan Commitments, that such Incremental Revolving Loan Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time §11 as of the execution end of the relevant definitive acquisition agreementlatest fiscal quarter for which internal financial statements are available; and (iv) the Borrower Borrowers shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and make any customary legal opinions or other documents reasonably requested by the Administrative Agent breakage payments in connection with any such transactionadjustment of Revolving Loans pursuant to §6.9.

Conditions. The Incremental No Lender shall have any obligation to make any Revolving Commitment Advance to a Borrower (other than any Revolving Advances under Section 2A.4 hereof) and no Issuing Lender shall become effective as issue, or cause the issuance of, a Letter of Credit unless, in each instance, (x) with respect to a Revolving Advance (other than a Revolving Advance under Section 2.1(c) and 2A.4 hereof), such Borrower delivers to the Agent a Borrower's Certificate dated the date of such Revolving Commitment Increase Effective Date; provided that:Advance and (y) the following conditions precedent are fulfilled to the satisfaction of the Agent (or waived in writing by the Majority Lenders): (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each of the all representations and warranties made by each of the Credit Parties contained herein or otherwise made in any Loan Party in Document (including, without limitation, each Borrower's Certificate), officer's certificate or pursuant any agreement, instrument, certificate, document or other writing delivered to the Loan Documents Agent or any Lender in connection herewith or therewith, shall be true and correct in all material respects on with the same effect as though such representations and as of such date as if warranties had been made on and as of the date of such date borrowing or issuance of a Letter of Credit (except (A) to the extent made unless any such representation or warranty speaks as of a specific particular date, in which case such representation and warranty it shall be true and correct in all material respects on and deemed repeated as of such specific date); (ii) on the date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance borrowing or issuance of a Limited Condition Acquisition permitted under Section 8.7 with the consent Letter of only the Revolving Lenders, then the foregoing Credit there shall be limited to the Specified Representations exist no Default or Event of Default (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiarieseither immediately before or after giving effect thereto); (iii) no Default or Event if the Company shall be requesting a Letter of Default Credit, the Agent on behalf of the Issuing Bank shall have occurred (to the extent requested by any such Issuing Bank) received a duly executed and be continuing delivered Letter of Credit Agreement with respect thereto; (iv) such Borrower shall have complied with all procedures and given all certificates, notices and other documents required hereunder for such advance or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementissuance; and (ivv) the Borrower Agent shall deliver have received such other approvals of governmental authorities or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents as the Agent may have reasonably requested by the Administrative Agent in connection with any such transactionrequested.

Conditions. The Incremental Revolving Commitment increased or new Commitments shall become effective effective, as of such Revolving Commitment Increase Incremental Effective Date; provided that: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each of the representations and warranties under Article III shall be true in all material respects with the same effect as though made by any Loan Party in or pursuant on and as of such date, except to the Loan Documents extent such representations and warranties expressly relate to an earlier date (in which case they shall be true and correct in all material respects on and (or in all respects, as applicable) as of such date as if made on and as of such date (except (A) to the extent made as of a specific earlier date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such solely with respect to Incremental Revolving Commitment is Loans that are used to effect or finance a Limited Condition Permitted Acquisition or Investments permitted under Section 8.7 with this Agreement, the consent Borrowers shall have the option of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations making any representations and warranties under Article III (other than Section 5.19 with respect any customary “specified representations”) and determinations as to the target in availability of any “basket-carveouts” under Article VII effective as of the date of entering the definitive agreement for such Permitted Acquisition and its subsidiaries)or such Investment in accordance with the Limited Condition Transaction provisions set forth in Section 1.09; (iiiii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Incremental Effective Date; (iii) the Borrowers shall make any payments required pursuant to Section 2.13 in connection with any adjustment of Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving JoinderLoans pursuant to Section 2.20(d); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and; (iv) the Borrower Borrowers shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other customary documents reasonably requested by the Administrative Agent in connection with any such transaction; (v) if not already permitted by the Intercreditor Agreement and to the extent necessary, the Intercreditor Agreement shall have been amended, in a manner reasonably satisfactory to the Administrative Agent, to reflect an increase in the maximum principal amount of the aggregate commitments, loans or letters of credit included in the Revolving Loan Debt (as such term is defined in the Intercreditor Agreement) under Section 10.4(b)(i) of the Intercreditor Agreement in an amount equal to the amount of the increased or new Commitments; and (vi) if the Administrative Agent determines in its reasonable discretion upon the advice of counsel that the same is required by, or advisable under, applicable Requirements of Law, the Borrowers and Guarantors shall enter into any security documents, amendments, confirmations, reaffirmations or other agreements to maintain the Collateral Agent’s fully perfected First Priority Lien on the Collateral, subject to the terms of the Intercreditor Agreement (so long as any Term Loans are outstanding), the terms of any Permitted Securitization Intercreditor Agreement (so long as any Permitted Securitization is outstanding) or the terms of any Permitted Secured Indebtedness Intercreditor Agreement (so long as any Permitted Secured Indebtedness is outstanding).

Conditions. The Incremental Revolving Commitment This Amendment No. 3 shall become effective as of such Revolving Commitment Increase the date (the “Amendment No. 3 Effective Date; provided that”) when, and only when, each of the following conditions precedent shall have been (or is or will be substantially concurrently therewith) satisfied: (a) The Administrative Agent (or its counsel) shall have received from each of Borrower and the Required Lenders either (i) a counterpart of this Amendment No. 3 signed on behalf of Borrower and the condition Required Lenders or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile transmission or other electronic communication permitted under the Credit Agreement of a signed signature page of this Amendment No. 3) that each of Borrower and the Required Lenders has signed a counterpart of this Amendment No. 3; (b) Borrower shall have paid (or have caused to be paid) to the Administrative Agent, for the benefit of each Lender who consents to this Amendment No. 3 on or prior to 5:00 p.m., New York City time, on October 28, 2009, a fee (in immediately available funds) on the Amendment No. 3 Effective Date in an amount equal to 20 basis points of each such Lender’s outstanding Loans and unused Revolving Commitments as of the Business Day ending immediately prior to the Amendment No. 3 Effective Date; (c) Except with respect to the amendments to the Credit Agreement set forth in Section 6.2(c1(ii)(c) and Section 1(ix) of this Amendment No. 3, (which amendments shall be satisfied (except as otherwise set forth in become effective on the applicable Increase Revolving Joinder); (ii) Each of date this Amendment No. 3 has been executed by Borrower and the representations Required Lenders and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, all the other conditions in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (Bthis Section 3 have been satisfied) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default Merger Transactions shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementbeen consummated; and (ivd) the Borrower shall deliver have paid (or cause have caused to be delivered a duly executed Increase Revolving Joinder paid), in each case to the extent invoiced prior to the Amendment No. 3 Effective Date, all reasonable out-of-pocket costs and any customary legal opinions or other documents reasonably requested by expenses of the Administrative Agent in connection with any such transactionthe preparation, reproduction, execution and delivery of this Amendment (including, without limitation, the reasonable fees, charges, disbursements and out-of-pocket expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP with respect thereto).

Conditions. The Incremental Revolving Commitment shall become effective as issuance, amendment or extension of such Revolving Commitment Increase Effective any Facility Letter of Credit is subject to the satisfaction in full of the following conditions on the Issuance Date; provided that: (i) the condition set forth Borrower shall have delivered to the Issuer at such times and in Section 6.2(c) such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be satisfied (except as otherwise set forth reasonably satisfactory to such Issuer in form and content, provided, however, in the applicable Increase Revolving Joinder)event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) Each as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties made by any Loan Party contained in or pursuant to the Loan Documents shall be true and Article IV of this Agreement are correct in all material respects on and as of such date Issuance Date as if though made on and as of such date (Issuance Date except (A) to the extent made as of a specific that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation and or warranty shall be true and is correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects)earlier date; provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries);and (iiib) no No Default or Event of Default shall have has occurred and be is continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided thatissuance, if the primary purpose amendment or extension of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent Facility Letter of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; andCredit; (iv) the Borrower Issuer and the Agent shall deliver have received such other approvals, opinions, or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents as either may reasonably requested by the Administrative Agent in connection with any such transactionrequest.

Conditions. The Incremental Revolving Commitment Notwithstanding anything to the contrary herein, the obligation of the Company to consummate any conversion under this Section 7 shall become effective as be subject to the satisfaction, or waiver by the Company, of such Revolving Commitment Increase Effective Date; provided thateach of the following conditions: (i) all approvals or authorizations of, filings and registrations with, and notifications to, all Governmental Authorities, if any, required to consummate such conversion (including the condition set forth in Section 6.2(cissuance and delivery of the Lazard Ltd Stock) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder)full force and effect and all waiting periods required by law shall have expired or been terminated, and no Burdensome Condition shall have been imposed by any Governmental Authority in connection therewith; (ii) Each all approvals of shareholders of Lazard Ltd required by law or regulation (including, for the avoidance of doubt, the rules and regulations of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (ANew York Stock Exchange, Inc.) to consummate such conversion (including the extent made as issuance and delivery of a specific date, in which case such representation and warranty the Lazard Ltd Stock) shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects)have been obtained; provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries);and (iii) no Default statute, rule, regulation, judgment, decree, injunction or Event other order (whether temporary, preliminary or permanent) of Default any Governmental Authority that, in each case, prohibits consummation of such conversion (including the issuance and delivery of the Lazard Ltd Stock) shall have occurred been enacted, issued, promulgated, enforced or entered. With respect to each of the foregoing conditions, the Company and be continuing or would result from the borrowings Holder hereby undertake to use commercially reasonable efforts to cause, and to assist the other in causing, each such condition to be made on the Revolving Commitment Increase Effective Date (except satisfied as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose promptly as practicable after written notice of such Incremental Revolving Commitment is conversion shall have been given by the Holder in accordance with Section 7(c)(iii), and, to finance a Limited Condition Acquisition permitted under Section 8.7the extent reasonable, with the consent of only the Revolving Lenders providing to take such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time other actions as are necessary or advisable to consummate such conversion as of the execution of desired Conversion Date or as promptly as practicable thereafter. Notwithstanding anything herein to the relevant definitive acquisition agreement; and (iv) the Borrower contrary, nothing in this Note shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.deemed to

Conditions. The Incremental Revolving Commitment This Agreement shall become effective as of on the date on which the following conditions precedent have been satisfied or waived (the date on which such Revolving Commitment Increase conditions shall have been so satisfied or waived, the “Amendment Effective Date; provided that:”): (ia) The Administrative Agent shall have received a counterpart of this Agreement, executed and delivered by the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in Credit Parties, the applicable Increase Revolving Joinder);Administrative Agent, the Required Lenders and the Issuing Lenders. (iib) All fees required to be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent and the Lenders on or prior to the Amendment Effective Date shall have been paid. (c) Each of the representations and warranties made by any Loan Party the Credit Parties in or pursuant to the Loan Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “Material Adverse Effect” shall be true and correct in all respects) on and as of such date the Amendment Effective Date as if made on and as of such date (except (A) for such representations and warranties expressly stated to the extent be made as of a specific date, an earlier date (in which case such representation representations and warranty warranties shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respectsearlier date); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries);. (iiid) no No Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made exist on the Revolving Commitment Increase Amendment Effective Date Date. (except e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company and dated as otherwise of the Amendment Effective Date, certifying that each condition set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time Sections 3(c) and (d) hereof have been satisfied on and as of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionAmendment Effective Date.

Conditions. The Incremental Revolving Commitment shall become effective as obligations of such Revolving Commitment Increase the Parties to complete the Arrangement are subject to the fulfillment of each of the following conditions precedent on or before the Effective Date; provided thatTime, each of which may only be waived with the mutual consent of the Parties: (ia) the condition set forth Arrangement Resolution shall have been approved and adopted by the TMX Group Shareholders at the TMX Group Meeting in Section 6.2(c) shall be satisfied (except as otherwise set forth in accordance with the applicable Increase Revolving Joinder)Interim Order; (iib) Each the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to TMX Group and LSEG, acting reasonably, on appeal or otherwise; (c) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the representations Arrangement; (d) the LSEG Shareholder Approval shall have been obtained; (e) the Regulatory Approvals shall have been obtained in accordance with Section 5.5(d) and warranties made by there shall not, at the time when all other conditions precedent set out in Article 6 have been satisfied or waived in accordance with Article 6, be any Loan Party in or outstanding Regulatory Intervention; (f) LSEG shall have delivered evidence to TMX Group, acting reasonably, that (A) the LSEG Shares issuable pursuant to the Loan Documents Arrangement shall as soon as practicable following the Effective Time be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) admitted to the extent made as Official List of a specific date, in which case such representation the UK Listing Authority and warranty shall be true and correct in all material respects to trading on and as of such specific date LSE and (B) representations the LSEG Shares issuable upon exchange of the Exchangeable Shares and warranties qualified by materiality exercise of the Replacement Options shall be true and correct have been conditionally approved for listing on TSX, subject only in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited each case to the Specified Representations (other than Section 5.19 with respect to satisfaction of the target in such Permitted Acquisition and its subsidiaries)customary listing conditions of LSE or TSX, as the case may be; (iiig) no Default or Event of Default LSEG shall have occurred and delivered evidence to TMX Group, acting reasonably, that the LSEG Shares issuable pursuant to the Exchangeable Shares or Replacement Options shall as soon as practicable following the Effective Time be continuing or would result from admitted to the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time Official List of the execution UK Listing Authority and to trading on LSE, subject only in each case to the satisfaction of the relevant definitive acquisition agreementcustomary listing conditions of LSE; and (ivh) the Borrower shall deliver or cause LSEG Shares and the Exchangeable Shares to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested issued pursuant to the Arrangement have been allotted by the Administrative Agent LSEG Board and the board of directors of Exchangeco, respectively, conditional only on completion of the Arrangement and that such LSEG Shares and Exchangeable Shares shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof; provided, however, that TMX Group shall not be entitled to the benefit of the condition in connection with any this Section 6.1(h), and shall be deemed to have waived such transactioncondition, in the event that TMX Group fails to advise the Court prior to the hearing in respect of the Final Order that LSEG intends to rely on the exemption from registration afforded by Section 3(a)(10) of the U.S. Securities Act based on the Court’s approval of the Arrangement.

Conditions. The (i) As a condition precedent to each Incremental Revolving Commitment Increase, the Borrower shall become effective deliver to the Administrative Agent a certificate of the Borrower and, if reasonably determined by the Administrative Agent to be necessary or desirable under applicable Requirements of Law with respect to the Loan Documents of a Guarantor, of each such Guarantor, dated as of such Revolving Commitment the Increase Effective Date; provided that: , signed by a Responsible Officer of the Borrower or each such Guarantor, as applicable, and (iA) certifying and attaching the condition set forth resolutions adopted by the Borrower or such Guarantor approving or consenting to such Incremental Increase (which, with respect to any such Loan Party, may, if applicable, be the resolutions entered into by such Loan Party in connection with the incurrence of the Obligations on the Closing Date) and (B) certifying that (1) both before and immediately after giving effect to such Incremental Increase, as of the Increase Effective Date no Event of Default shall exist and be continuing, (2) immediately after giving effect to such Incremental Increase, as of the Increase Effective Date, the Borrower shall be in pro forma compliance (after giving effect to the incurrence of such Incremental Increase and the use of proceeds thereof) with each of the financial covenants contained in Section 6.2(c7.14 and (3) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each of the representations and warranties made by any of the Borrower and each other Loan Party contained in Article V or pursuant to the any other Loan Documents shall be Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) on and as of such date as if made on and as of such date (the Increase Effective Date, except (A) to the extent made as of a specific that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, with respect to representations or warranties modified by a materiality or Material Adverse Effect standard, each such representation and or warranty shall be true and correct in all material respects on and respects) as of such specific date earlier date, and except that for purposes of this clause (B) i)(B)(3), the representations and warranties qualified by materiality contained in Sections 5.04(a) and (b) shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is deemed to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited refer to the Specified Representations most recent statements furnished pursuant to Sections 6.01(a) and (other than Section 5.19 with respect b), respectively. In addition, as a condition precedent to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided thateach Incremental Increase, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder such other officer’s certificates, organizational documents and any customary legal opinions or other documents of the type delivered on the Closing Date as are reasonably requested by by, and in form and substance reasonably satisfactory to, the Administrative Agent. (ii) Each Revolving Credit Increase shall have substantially the same terms as the outstanding Revolving Credit Loans and be part of the existing Revolving Credit Facility hereunder. Upon each Revolving Credit Increase (x) each Revolving Credit Lender having a Revolving Credit Commitment immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Credit Lender providing a portion of the Revolving Credit Increase (each, a “Revolving Credit Increase Lender”) in respect of such increase, and each such Revolving Credit Increase Lender will automatically and without further act be deemed to have assumed a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in (1) Letters of Credit and (2) Swing Line Loans, will, in each case, equal each Revolving Credit Lender’s Applicable Revolving Credit Percentages (after giving effect to such increase in the Revolving Credit Facility) and (y) if, on the date of such increase there are any Revolving Credit Loans outstanding, the Revolving Credit Lenders shall make such payments among themselves as the Administrative Agent may reasonably request to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from such Revolving Credit Increase, and the Borrower shall pay to the applicable Lenders any amounts required to be paid pursuant to Section 3.05 in connection with such payments among the Revolving Credit Lenders as if such payments were effected by prepayments of Revolving Credit Loans. (iii) To the extent that any Incremental Increase shall take the form of a Term Loan Increase or an Incremental Term Loan, this Agreement may be amended to the extent necessary (without the need to obtain the consent of any Lender or any L/C Issuer other than the Lenders providing such Incremental Term Loans or Term Loan Increase), including with respect to such terms as are customary for a term loan commitment, including mandatory prepayments, assignments and voting provisions; provided that (i) if any such transactionterms (when taken as a whole) are materially more restrictive to the Borrower and its Restricted Subsidiaries then such material terms shall be added to the Term Facility hereunder, provided that if such terms have been amended, modified or removed by the requisite Lenders providing such Incremental Term Loans, such terms shall be automatically deemed amended, modified or removed in respect of each other Term Facility hereunder (or tranche thereof) without any further action by or consent of any Person and (ii) no such terms or amendment shall contravene any of the terms of the then existing Loan Documents. On any Increase Effective Date on which any Incremental Increase in the form of a Term Loan Increase or an Incremental Term Loan is effective, subject to the satisfaction of the terms and conditions in this Section 2.14, each Lender of such new Term Loan Increase or an Incremental Term Loan shall make an amount equal to its commitment to such new Term Loan Increase or an Incremental Term Loan available to the Borrower, in a manner consistent with Borrowings hereunder. (iv) Notwithstanding anything to the contrary contained in this subsection 2.14(d), the only conditions precedent to any Incremental Increase in connection with a Limited Conditionality Transaction shall be those set forth in Section 1.09.

Conditions. The Such Incremental Revolving Commitment Term Loan Commitments shall become effective as of such Revolving Commitment Increase Effective Date; provided that: (i) subject to Section 1.06, no Event of Default (or, in the condition set forth in case of an Incremental Facility the proceeds of which will be used for a Permitted Acquisition, other Investment or Limited Condition Transaction, no Event of Default under Section 6.2(c8.01(a), (b), (g) (solely with respect to the Borrowers) or (h) (solely with respect to the Borrowers)) shall have occurred and be satisfied continuing at the time of funding or immediately after giving effect thereto; provided that any Limited Condition Transaction remains subject to the terms of Section 1.06 hereof and the lenders providing such Incremental Facility may waive or not require any of the conditions of this clause (i) (except as otherwise set forth in the applicable Increase Revolving Joinderthat no Event of Default under Section 8.01(a), (b), (g) or (h) may be so waived); (ii) Each the proceeds of the Incremental Term Loans may be used for working capital needs and other general corporate purposes (including Capital Expenditures, acquisitions and other Investments, working capital and/or purchase price adjustments, Dividends, prepayments of Indebtedness (including Restricted Debt Payments) and related fees and expenses) and for any other purpose not prohibited by the Loan Documents; (iii) [reserved]; (iv) any such Incremental Term Loans shall be in an aggregate amount of at least $5,000,000 and integral multiples above such amount of $1,000,000, or in each case as the Borrower Agent and the Administrative Agent shall otherwise reasonably agree (except, in each case, such minimum amount shall not apply when the Borrowers use all of the Incremental Term Loan Commitments available at such time or to the extent the Administrative Agent approves a lower amount); (v) any Incremental Facilities may be (A) secured by the Collateral on a senior basis to the Term Loans, (B) secured by the Collateral on a pari passu basis with the Term Loans, (C) secured by the Collateral on a junior basis to the Term Loans or (D) unsecured and, in the case of clauses (A), (C) and (D), shall be established as a separate facility from the then existing Term Loans; provided that if any such separate facility is secured, a Senior Representative validly acting on behalf of the holders of such Incremental Facility shall have become party to the Intercreditor Agreement and, (x) if secured on a pari passu basis with the Secured Obligations, a Pari Intercreditor Agreement and (y) if secured on a junior basis to the Secured Obligations, an Other Intercreditor Agreement (provided that, in each case, so long as such Senior Representative is joined to the Intercreditor Agreement and/or such Pari Intercreditor Agreement or Other Intercreditor Agreement, as applicable, by way of a joinder agreement in substantially the form of the applicable form of joinder agreement attached thereto without any material changes therefrom or to the Intercreditor Agreement and/or such Pari Intercreditor Agreement or Other Intercreditor Agreement, as applicable, in connection with such joinder, or such intercreditor agreement or joinder is Otherwise Acceptable, no acknowledgement or countersignature by the Administrative Agent or Collateral Agent shall be required to comply with the requirements of this Section 2.20(b)(v)). No Incremental Facility shall (x) be secured by a Lien on any assets of the Borrower or any Guarantor not constituting Collateral, (y) be incurred by any entity other than a Borrower or a Guarantor and (z) be guaranteed by any Person (in the case of any borrowing under any private equity fund facility of a direct or indirect equityholder of Holdings, any Subsidiary) unless such Person (in the case of any borrowing under any private equity fund facility of a direct or indirect parent of Holdings, such Subsidiary) is a Borrower or a Guarantor that shall have previously or substantially concurrently Guaranteed or become a Borrower with respect to the Obligations; and (vi) solely if and to the extent required by the lenders providing the applicable Incremental Facility, subject to (A) customary “SunGard” limitations (to the extent the proceeds of the applicable Incremental Facility are being used to finance a Permitted Acquisition, other Investment or Limited Condition Transaction (and such limitations shall, for the avoidance of doubt, include a limitation to customary specified representations)) or (B) in the case of any “certain funds” Limited Condition Transaction in any non-U.S. jurisdiction, conditionality as is customary or required in such jurisdiction, each of the representations and warranties made by any Credit Party set forth in Article III hereof or in any other Loan Party in or pursuant to the Loan Documents Document shall be true and correct in all material respects (except that any such representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date of such date credit extension (or, if incurred in connection with a Limited Condition Transaction, the LCT Test Date) with the same effect as if though made on and as of such date (date, except (A) to the extent made as of a specific such representations and warranties expressly relate to an earlier date, in which case such representation representations and warranty warranties shall be true and correct in all material respects on (except that any representation and warranty that is qualified as of such specific date and (B) representations and warranties qualified by materiality to “materiality” or “Material Adverse Effect” shall be true and correct in all respects); provided that, if the primary purpose ) as of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionearlier date.

Conditions. The Incremental Revolving Commitment shall become effective effectiveness of this Agreement and the obligation of any Bank hereunder is subject to the satisfaction of the following conditions as of such Revolving Commitment Increase the Effective Date; provided thatDate or at the time of any Borrowing, as applicable: (ia) the condition set forth in Section 6.2(c) fact that the Effective Date shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder)have occurred prior to August 31, 2001; (iib) Each of receipt by the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as Agent of a specific dateNotice of Borrowing as required by Section 2.02 or 2.03, in which as the case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)may be; (iiic) the fact that the Borrower is in compliance with Section 7.12(a) of the 1972 Indenture and Section 7.11 of the 1994 Indenture, as each Indenture is in effect as of the date hereof; (d) the fact that the aggregate outstanding principal amount of the Loans will not exceed the aggregate amount of the Commitments; (e) the fact that no Default or Event of Default shall have occurred and be continuing or would result from continuing; (f) the borrowings to be made on fact that the Revolving Commitment Increase Effective Date representations and warranties of the Borrower (except as otherwise in the case of a Borrowing, other than the representation set forth in Section 4.02(b)) contained in this Agreement shall be true (it being understood and agreed that the applicable Increase Revolving Joinder); provided that, if representation and warranty set forth in Section 4.13 shall be true and correct as to all information furnished prior to the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time making of the execution of the relevant definitive acquisition agreementrespective Loan); and (ivg) the Borrower fact that (i) there shall deliver be no collateral securing Bonds issued pursuant to either Indenture of a type other than the types of collateral permitted to secure Bonds issued pursuant to such Indenture as of the date hereof and (ii) the Allowable Amount of Eligible Collateral then pledged under either Indenture shall not exceed 150% of the aggregate principal amount of Bonds then Outstanding under such Indenture and no collateral shall secure Bonds other than the Eligible Collateral under such Indenture, the Allowable Amount of which is included within the prior computation or cause collateral previously so pledged which ceases to be delivered such Eligible Collateral not as a duly executed Increase Revolving Joinder result of any acts or omissions to act of the Borrower (other than the declaration of an "event of default" as defined in a Mortgage which results in the exercise of any right or remedy described in such Mortgage); each defined term used in this clause (g) shall have the meaning assigned thereto in the applicable Indenture. Each Borrowing hereunder shall be deemed to be a representation and any customary legal opinions or other documents reasonably requested warranty by the Administrative Agent Borrower on the date of such Borrowing as to the facts specified in connection with any such transactionclauses (c), (d), (e), (f) and (g) of this Section.

Conditions. The Incremental Revolving Term Loan Commitment shall become effective effective, as of such Revolving Commitment Increase Incremental Term Loan Effective Date; provided provided, that, subject to Section 1.6 in the case of an Incremental Term Facility incurred in connection with a Limited Conditionality Transaction: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date Incremental Term Loan Effective Date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiariesdate); (iiiii) no Default or Event of Default shall have occurred and be continuing exist immediately prior to or would result from the borrowings after giving effect to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; andTerm Facility; (iviii) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction; (iv) no Lender will be required to participate in any Incremental Term Facility without its consent; (v) the Borrower shall be in compliance with the covenants in Section 8.1, calculated on a pro forma basis, including the application of the proceeds of such Incremental Term Loan Commitment (without “netting” the cash proceeds of the applicable Incremental Facility) (and determined on the basis of the financial statements for the most recently ended fiscal quarter), and assuming a full drawing under all Incremental Revolving Facilities constituting revolving commitments incurred at such time; and (vi) the all in yield applicable to any Incremental Term Loan will be determined by the Borrower and the Lenders providing such Incremental Term Loans.

Conditions. The Incremental (i) As a condition precedent to each Revolving Commitment Credit Increase, the Borrower shall become effective deliver to the Administrative Agent a certificate of the Borrower and, if reasonably determined by the Administrative Agent to be necessary or desirable under applicable Requirements of Law with respect to the Loan Documents of a Guarantor, of each such Guarantor, dated as of the Increase Effective Date, signed by a Responsible Officer of the Borrower or each such Guarantor, as applicable, and (A) certifying and attaching the resolutions adopted by the Borrower or such Guarantor approving or consenting to such Revolving Credit Increase (which, with respect to any such Loan Party, may, if applicable, be the resolutions entered into by such Loan Party in connection with the incurrence of the Obligations on the Closing Date) and (B) certifying that (1) both before and immediately after giving effect to such Revolving Credit Increase, as of the Increase Effective Date no Default or Event of Default shall exist and be continuing, (2) immediately after giving effect to such Revolving Credit Increase, as of the Increase Effective Date the Borrower shall be in pro forma compliance (after giving effect to the incurrence of such Revolving Commitment Credit Increase Effective Date; provided that: (iand the use of proceeds thereof) with each of the condition set forth financial covenants contained in Section 6.2(c7.16 and (3) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each of the representations and warranties made by any of the Borrower and each other Loan Party contained in Article V or pursuant to the any other Loan Documents shall be Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) on and as of such date as if made on and as of such date (the Increase Effective Date, except (A) to the extent made as of a specific that such representations and warranties specifically refer to an earlier date, in which case such representation and warranty shall be they are true and correct in all material respects on (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) as of such specific date earlier date, and except that for purposes of this clause (B) i)(B)(3), the representations and warranties qualified by materiality contained in Sections 5.04(a) and (b) shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is deemed to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited refer to the Specified Representations most recent statements furnished pursuant to Sections 6.01(a) and (other than Section 5.19 with respect b), respectively. In addition, as a condition precedent to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the each Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided thatCredit Increase, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder such other officer’s certificates, Organization Documents and any customary legal opinions or other documents of the type delivered on the Closing Date as are reasonably requested by by, and in form and substance reasonably satisfactory to, the Administrative Agent. (ii) Each Revolving Credit Increase shall have the same terms as the outstanding Revolving Credit Loans and be part of the existing Revolving Credit Facility hereunder. Upon each Revolving Credit Increase (x) each Lender having a Commitment immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Credit Increase (each, a “Revolving Credit Increase Lender”) in respect of such increase, and each such Revolving Credit Increase Lender will automatically and without further act be deemed to have assumed a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in (1) --100- Letters of Credit and (2) Swing Line Loans, will, in each case, equal each Lender’s Applicable Percentage (after giving effect to such increase in the Revolving Credit Facility) and (y) if, on the date of such increase there are any Revolving Credit Loans outstanding, the Lenders shall make such payments among themselves as the Administrative Agent may reasonably request to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Percentages arising from such Revolving Credit Increase, and the Borrower shall pay to the applicable Lenders any amounts required to be paid pursuant to Section 3.05 in connection with any such transactionpayments among the Lenders as if such payments were effected by prepayments of Revolving Credit Loans.

Conditions. The An Incremental Revolving Commitment shall become effective effective, as of such Revolving Commitment the Increase Effective DateDate specified therefor; provided that: (i) at the condition time of and immediately after giving effect to the establishment of such Incremental Commitment and the Borrowings to be made thereunder on such Increase Effective Date and the use of proceeds thereof, each of the conditions set forth in Section 6.2(c) 5.02 shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder)satisfied; (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings establishment of such Incremental Commitment, the Borrowings to be made thereunder on the Revolving Commitment such Increase Effective Date and the use of proceeds thereof; (except as otherwise set forth in iii) at the applicable Increase Revolving Joinder); provided that, if time and immediately after giving pro forma effect to the primary purpose establishment of such Incremental Revolving Commitment is Commitments and the Borrowings to finance a Limited Condition Acquisition permitted under Section 8.7be made thereunder (assuming, with in the consent case of only the Revolving Lenders providing such an Incremental Revolving Commitment, that such Commitment is fully utilized) and the foregoing use of proceeds thereof (including any Acquisition or repayment of Indebtedness consummated simultaneously therewith), the Borrower shall at be in compliance with the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; andcovenants set forth in Section 7.10 on a pro forma basis in accordance with Section 1.04(b); (iv) [reserved]; (v) the Borrower shall deliver or cause to be delivered any legal opinions, reaffirmation agreements of Loan Parties, officer’s certificates, board resolutions and evidence of authority in connection with such Incremental Commitment, including a duly certificate dated the Increase Effective Date and executed Increase Revolving Joinder by a Financial Officer of the Borrower certifying that all the requirements set forth in this clause (b) have been satisfied, and any customary legal opinions or other documents including reasonably requested by detailed calculations demonstrating satisfaction of the requirement set forth in (b)(iii); (vi) the Administrative Agent and, solely in connection with the case of Incremental Revolving Commitments, each Issuing Bank, shall have consented to any Lender’s providing such transactionIncremental Commitments if such consent would be required under Section 10.06 for an assignment of Loans or Commitments, as applicable, to such Lender.

Conditions. The No Incremental Revolving Commitment Facility shall become effective as under this Section 2.1(e) unless, after giving effect to such Incremental Facility, the Loans to be made thereunder (and assuming, in the case of an Incremental Facility, that the entire amount of such Revolving Commitment Increase Incremental Facility is funded), and the application of the proceeds therefrom: (A) no Default or Event of Default shall exist on the Incremental Effective Date; provided provided, that: (i) , solely with respect to an Incremental Term Loan, the condition set forth in Section 6.2(c) proceeds of which are intended to and shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is used to finance a Limited Condition Acquisition, the Lenders providing such Incremental Term Loan may nevertheless agree to fund such Incremental Term Loan if (i) as of the date of signing the Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) Agreement no Default or Event of Default shall have occurred and be continuing or would result from and (ii) as of the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose date of funding of such Incremental Term Loan, no Default or Event of Default under Section 8.1(a), Section 8.1(f) or Section 8.1(g) shall have occurred and be continuing at such time of funding; (B) no commitment of any Lender shall be increased without the consent of such Lender, and any Person providing an Incremental Term Loan Commitment or Incremental Revolving Loan Commitment that is not a Lender shall satisfy the requirements under Section 10.9(b) of a permitted assignee of the Term Loans or the Revolving Loan Commitments, as applicable; (C) proceeds of such Incremental Term Loan will be used for working capital and other general corporate purposes of Borrower and its Subsidiaries (including for Consolidated Capital Expenditures, Permitted Acquisitions, other permitted Investments, Restricted Payments, repayments of Subordinated Indebtedness and any other use not prohibited by the Loan Documents); (D) each representation or warranty by any Credit Party contained herein or in any other Loan Document shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the Incremental Effective Date, except to the extent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties shall be true and correct in all material respect (without duplication of any materiality qualifier contained therein) as of such earlier date); provided, that, solely with respect to an Incremental Term Loan, the proceeds of which are intended to and shall be used to finance a Limited Condition Acquisition permitted under Section 8.7Acquisition, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, Term Loan may nevertheless agree that (i) the foregoing condition in this subclause (D) shall at the Borrower’s election instead be tested at on the time date of signing of the execution Limited Condition Acquisition Agreement and (ii) only the Specified Representations shall be required to be true and correct as of the relevant definitive acquisition agreementdate of consummation of such Limited Condition Acquisition; and (ivE) Agent shall have received a certificate of a Responsible Officer of the Borrower shall deliver or cause certifying as to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionforegoing.

Conditions. The availability of Incremental Revolving Commitment shall become effective as Facilities under this Agreement will be subject solely to the following conditions, subject, for the avoidance of doubt, to any condition expressly set forth in Section 1.08, and measured on the date of the receipt of commitments under (assuming such Revolving Commitment Increase Effective Date; provided thatcommitments are fully drawn only on the date of receipt) such Incremental Facility: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from therefrom; provided that the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise condition set forth in this clause (i) may be waived or not required (other than with respect to Specified Events of Default) by the applicable Increase Revolving Joinder); provided that, Persons providing such Incremental Facilities if the primary purpose proceeds of the initial Borrowings under such Incremental Facilities will be used to finance, in whole or in part, any Permitted Investment or other Acquisition Transaction; (ii) the representations and warranties in the Loan Documents will be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) immediately prior to, and after giving effect to, the incurrence of such Incremental Revolving Commitment is Facility; provided that the condition set forth in this clause (ii) may be waived or not required (other than with respect to finance (A) the Specified Representations and (B) the representation and warranty contained in Section 5.20) by the Persons providing such Incremental Facilities if the proceeds of the initial Borrowings under such Incremental Facilities will be used to finance, in whole or in part, a Limited Condition Acquisition permitted under Section 8.7, with Permitted Investment; and (iii) if the consent of only the Revolving Additional Lenders providing such Incremental Revolving CommitmentFacility require such information as a condition to providing such Incremental Facility, the foregoing Lenders shall have received at least three Business Days prior to the Borrower’s election instead be tested at closing date of such Incremental Facility all documentation and other information about the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents Loan Parties reasonably requested in writing by them at least ten Business Days prior to the Administrative Agent in connection with any closing date of such transactionIncremental Facility required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

Conditions. Section 5.1 Conditions to the Obligations of Each Party The Incremental Revolving Commitment respective obligations of each party to effect the transactions contemplated by Article I shall become effective as be subject to the fulfillment at or prior to the Closing Date of such Revolving Commitment Increase Effective Date; provided thateach of the following conditions: (ia) the condition set forth in Section 6.2(c) Reorganization shall be satisfied (except have been approved by the Target’s stockholders as otherwise set forth in required by the applicable Increase Revolving Joinder)Delaware General Corporation Law and the Target’s certificate of incorporation and bylaws; (iib) Each no litigation, claim or investigation shall have been initiated or threatened by any Governmental Entity or shall have been initiated by any Person nor shall any statute, rule, regulation or executive order promulgated or enacted by any Governmental Entity which in each case could reasonably be expected to delay or prevent the consummation of the transactions contemplated by this Agreement in the manner contemplated herein; (c) all licenses, permits, consents, approvals, waivers, authorizations, qualifications and orders of any Governmental Entity and any other Person to any contracts with the Target and/or GPRe necessary in connection with the consummation of the transactions contemplated by this Agreement shall have been obtained, including specifically the approval of the Bermuda Monetary Authority for the transfer of the Shares to the Acquiror; (d) early termination shall have been granted or applicable waiting periods shall have expired under the HSR Act, if applicable; (e) the registration statement on Form F-4 shall have become effective under the Securities Act and no stop order suspending the effectiveness of the registration statement on Form F-4 shall be in effect and no proceedings for such purpose shall be pending or threatened by the SEC; (f) tax counsel to the Target shall have delivered to the Target an opinion that the transactions contemplated by this Agreement qualify as a reorganization of the Target under Section 368(a)(1)(C) of the Code; and (g) KPMG, LLP, tax advisor to the Parent shall have delivered to the Acquiror and the Parent (or an affiliate thereof) an opinion that the transactions contemplated by this Agreement qualify as a reorganization of the Target under Section 368(a)(1)(C) of the Code. Section 5.2 Additional Conditions to the Obligations of the Target The obligation of the Target to effect the transactions contemplated by Article I is also subject to each of the following conditions: (a) the Acquiror and the Parent shall in all material respects have performed each obligation to be performed by each of them hereunder on or prior to the Closing Date; (b) the representations and warranties of the Acquiror and the Parent set forth in this Agreement which are qualified by materiality or Material Adverse Effect shall be true and correct as so qualified at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date; (c) the representations and warranties of the Acquiror and the Parent set forth in this Agreement that are not qualified by any Loan Party in materiality or pursuant to the Loan Documents Material Adverse Effect shall be true and correct in all material respects on at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date; provided, however, that, with respect to representations and warranties that are given as of a particular date or period and relate solely to such particular date or period shall be true and correct only as of such date or period; (d) from the date hereof through the Closing Date, there shall not have occurred any Material Adverse Effect on either the Acquiror or the Parent, nor shall any event, fact or circumstance have occurred during such time that could reasonably be likely to result in a Material Adverse Effect on either the Acquiror or the Parent; (e) the Acquiror and the Parent shall have delivered or caused to be delivered to the Target the documents required under Section 1.5 of the Agreement; and (f) the Acquiror and the Parent shall have delivered such certificates as if are reasonably requested by the Target certifying the satisfaction of the foregoing conditions. Section 5.3 Additional Conditions to the Obligations of Parent and the Acquiror The obligation of the Parent and the Acquiror to effect the transactions contemplated by Article I are also subject to each of the following conditions: (a) the Target shall in all material respects have performed each obligation to be performed by it hereunder on or prior to the Closing Date; (b) the representations and warranties of the Target set forth in this Agreement which are qualified by materiality or Material Adverse Effect shall be true and correct as so qualified at and as of the date of this Agreement and at and as of the Closing Date as though made on at and as of the Closing Date; provided, however, that, with respect to representations and warranties that are given as of a particular date or period and relate solely to such particular date or period shall be true and correct only as of such date or period; (except (Ac) the representations and warranties of the Target set forth in this Agreement that are not qualified as to the extent made as of a specific date, in which case such representation and warranty materiality or Material Adverse Effect shall be true and correct in all material respects on at and as of such specific the date of this Agreement and (B) at and as of the Closing Date as though made at and as of the Closing Date; provided, however, that, with respect to representations and warranties qualified by materiality that are given as of a particular date or period and relate solely to such particular date or period shall be true and correct in all respects); provided that, if the primary purpose only as of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)date or period; (iiid) no Default or Event of Default the Target shall have occurred delivered such certificates as are reasonably requested by the Parent certifying the satisfaction of the foregoing conditions; (e) prior to the Closing Date, the Target shall have obtained the Target Stockholder Approval; (f) the Parent and the Acquiror shall have received all consents, authorizations or approvals referred to in Section 3.3 hereof, in each case in form and substance reasonably satisfactory to the Parent and the Acquiror, and no such consent, authorization or approval shall have been revoked; (g) the Target has delivered or caused to be continuing or would result delivered to the Parent and the Acquiror the documents required under Section 1.4 of the Agreement; (h) from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time date of the execution of GPRe Financial Statements through the relevant definitive acquisition agreementClosing Date, there shall not have occurred any Material Adverse Effect on either the Target or GPRe, nor shall any event, fact or circumstance have occurred during such time that could reasonably be likely to result in a Material Adverse Effect on either the Target or GPRe; (i) the Parent shall have purchased after the date hereof Parent Common Stock comprising the Stock Consideration in accordance with Section 4.19; and (ivj) the Borrower Executive Board of the Parent and the board of directors of the Acquiror shall deliver have authorized and/or ratified the Parent’s and the Acquiror’s execution and delivery of this Agreement and not have withdrawn such approval or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionratification.

Conditions. 9.1 The Incremental Revolving Commitment Plan shall become effective be subject to the satisfaction in all material respects of the following terms prior to and/or concurrently with the Effective Time, each of which are for the benefit of KGI and the Supporting Parties, and each of which, as applicable, may be waived by KGI and by unanimous consent of such Revolving Commitment Increase Effective the Supporting Parties that have executed this Agreement on the Agreement Date; : (a) the Closing Date shall occur on or before the Outside Date; (b) all disclosure documents on or after the Agreement Date, Court sanction materials and definitive agreements in respect of the Transaction (including all Transaction Documents) shall be in a form agreed to in advance by KGI and the Supporting Parties, each acting reasonably; (c) any amendments to the structure of the Transaction and the steps required to complete the Transaction from those provided that:for in the Plan shall be in form and substance satisfactory to KGI and the Supporting Parties, each acting reasonably; (i) the condition set forth Plan, the Final Order, all other orders and all materials filed by or on behalf of CPC and its subsidiaries in Section 6.2(c) the CBCA Proceedings shall be satisfied in a form reasonably agreed to in advance by KGI and the Supporting Parties when filed and as supplemented, amended or modified, as applicable, and with respect to any and all orders, shall have been entered in form and substance acceptable to KGI and the Supporting Parties, each acting reasonably; (except ii) the Plan shall have been approved by the requisite majorities of all applicable stakeholder groups of CPC and its subsidiaries as otherwise set forth and to the extent required by the Court in the applicable Increase Revolving Joinder)Interim Order or otherwise; and (iii) the Plan shall have been approved by the Court and the Final Order and all other orders granted by the Court shall be in full force and effect, final and binding with no appeal or motion to vary or amend outstanding in respect thereof and all such appeals and motions finally determined, in each case in form and substance acceptable to KGI and the Supporting Parties, each acting reasonably; (e) there shall not be in effect any preliminary or final decision, order or decree by a Governmental Entity, no bona fide and pending application shall have been made to any Governmental Entity, and no action or investigation shall have been announced or commenced by any Governmental Entity, in consequence of or in connection with the Transaction that restrains, impedes or prohibits (or if granted would reasonably be expected to restrain, impede or prohibit), the Transaction or any part thereof or requires a material variation from the form of the Transaction contemplated herein; (i) the Shares held by the Cashed Out Shareholders shall have been acquired for immediately available cash consideration of C$6.00 per share and (ii) Each the Shares held by the Supporting Parties and the Existing CPC Board shall have been exchanged for an interest in the Junior Last Out Convertible Term Loan in the manner contemplated herein; (g) all conditions in the CPC Arrangement Agreement shall have been satisfied or waived (with any such waiver by CPC being acceptable to the Supporting Parties); and (h) all consents required under applicable law, including the Key Consents, shall have been obtained. 9.2 The Plan shall be subject to the satisfaction in all material respects of the following terms prior to and/or concurrently with the Effective Time, each of which are for the benefit of KGI and may be waived by KGI: (a) the Supporting Parties shall have performed or complied with, in all material respects, their obligations and covenants under this Agreement; (b) the representations and warranties made by any Loan Party of the Supporting Parties set forth in or pursuant to the Loan Documents this Agreement shall be true and correct in all material respects on at the Effective Time with the same force and effect as if made at and as of such date as if made on and as of such date (time, except (Ai) to as such representations and warranties may be affected by the extent made occurrence of events or transactions contemplated and permitted by this Agreement and (ii) that representations and warranties that are given as of a specific date, in which case such representation and warranty specified date shall be true and correct in all material respects on and as of such specific date and date; and (Bi) the representations and warranties qualified by materiality of CPC set forth in the CPC Arrangement Agreement shall be true and correct in all respects); provided that, material respects at the Effective Time with the same force and effect as if the primary purpose made at and as of such Incremental Revolving Commitment is to finance time, except (A) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Agreement or the CPC Arrangement Agreement, (B) that representations and warranties that are given as of a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing specified date shall be limited true and correct in all material respects as of such date and (C) where the failure of such representations and warranties to be so true and correct, individually or in the Specified Representations aggregate, would not reasonably be expected to have a Material Adverse Effect; (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iiiii) no Default or Event of Default there shall have occurred and be continuing been no material default in the performance or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise observance by CPC of any material covenant set forth in the applicable Increase Revolving Joinder)CPC Arrangement Agreement, which default has not been cured in accordance with the terms of the CPC Arrangement Agreement; provided thatand (iii) all conditions precedent to the CPC Arrangement Agreement shall have been satisfied or waived by KGI. 9.3 The Plan shall be subject to the satisfaction in all material respects of the following terms prior to and/or concurrently with the Effective Time, each of which are for the benefit of Supporting Parties and may be waived by unanimous consent of the Supporting Parties that have executed this Agreement on the Agreement Date: (a) KGI shall have performed or complied with, in all material respects, its obligations and covenants under this Agreement; (b) the representations and warranties of KGI set forth in this Agreement and the CPC Arrangement Agreement shall be true and correct in all material respects at the Effective Time with the same force and effect as if the primary purpose made at and as of such Incremental Revolving time, except (i) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Agreement and (ii) that representations and warranties that are given as of a specified date shall be true and correct in all material respects as of such date; (c) the Notes, including any Accrued Interest thereon, shall have been exchanged for equal interests in the principal of the New Term Loan; (d) Payment in full of the Take-Up Fee; (e) KGI shall have irrevocably agreed to satisfy the KGI Funding Commitment is and shall have funded that portion thereof required to finance a Limited Condition Acquisition permitted under Section 8.7, be funded at or before the Effective Time; (f) each right and privilege of any kind of the Supporting Parties contemplated in the Plan and each of Schedule C and Schedule D (“Supporting Parties’ Rights”) shall have been memorialized in duly executed and delivered definitive documentation that comports in all material respects with the terms set forth in this Agreement and in each of Schedule C and Schedule D, as applicable, in each case acceptable to KGI and each of the Supporting Parties, each acting reasonably, which documentation shall provide, among other things, that in no event shall such documentation be amended, supplemented or otherwise modified in any way to modify, amend or waive compliance with any of the provisions or terms (or to add new provisions that contravene or impair any such provisions or terms) thereof providing for (or otherwise governing) any Supporting Parties’ Rights except with the unanimous consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time all of the execution of Supporting Parties that have executed this Agreement on the relevant definitive acquisition agreementAgreement Date; and (ivg) the Borrower KGI shall deliver or cause have caused to be delivered delivered, executed and rendered fully effective (subject only to the occurrence of the closing of the Transaction) purchase contracts entered into by CPC (or to be automatically assigned to CPC concurrently with the closing of the Transaction) representing an aggregate increase in the per annum orders for newsprint from CPC equal to at least 200,000 tons over a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionduration to be agreed upon.

Conditions. The Such Incremental Revolving Commitment Term Loan Commitments shall become effective effective, as of such Revolving Commitment Increase Effective Date; provided that: (i) each of the condition conditions set forth in Section 6.2(c) 4.03 shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder)satisfied; (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date; 144 (iii) the aggregate amount of all Incremental Term Loans permitted to be made pursuant to such Incremental Term Loan Commitments shall not exceed the sum of (A) $300,000,000 (or the Dollar Equivalent thereof in other Alternative Currencies) plus (B) an additional unlimited amount so long as, after giving effect to the borrowings to be made on the Increase Effective Date and to the consummation of any Permitted Acquisition or other Investment or application of funds made with the proceeds of such borrowings, on a Pro Forma Basis, the Senior Secured Net Leverage Ratio at such date is not greater than 3.00 to 1.0 (except as otherwise set forth provided that in calculating the Senior Secured Net Leverage Ratio, the proceeds of Incremental Term Loans shall be excluded from Unrestricted Cash) (it being understood that the Designated Company may elect to utilize amounts under either clause (A) or (B) (to the extent compliant therewith), and may use clause (B) (to the extent compliant therewith) prior to utilization of amounts under clause (A) in the applicable Increase Revolving Joindercase of a concurrent use); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and; (iv) the Borrower Loan Parties shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction; and (v) immediately after giving effect to all Incremental Term Loans permitted to be made pursuant to such Incremental Term Loan Commitments, the Designated Company shall be in compliance, on a Pro Forma Basis, with the Financial Performance Covenant (provided that in calculating the Senior Secured Net Leverage Ratio, the proceeds of Incremental Term Loans shall be excluded from Unrestricted Cash), and the Designated Company shall have delivered to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance; provided, further that if the proceeds of any Incremental Term Loans are being used to finance an Acquisition that is not conditioned on the obtaining of any financing, then, except to the extent otherwise required by the Lenders or Additional Lenders making such Incremental Term Loans, (x) the representations and warranties referred to in Section 4.03(c) shall be limited to those contained in Sections 3.01, 3.02, 3.03(b), 3.03(c), 3.10, 3.11, 3.12, 3.16, 3.20, 3.22 and 3.24, and 3.28 and (y) the Defaults referred to in Section 4.03(b) and Section 2.23(b)(ii) shall be limited to Significant Events of Default.

Conditions. The Incremental Revolving Commitment Lender shall become effective as of such Revolving Commitment Increase Effective Date; provided that: not be obligated to make any loan hereunder unless: (i) the condition set forth in Section 6.2(c) Note or Equipment Schedule evidencing such loan shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); have been duly executed and delivered to Lender; (ii) Each Borrower shall have executed and delivered to Lender the Equipment Schedule describing the Collateral and stating the location thereof; (iii) Lender shall have received evidence that insurance has been obtained in accordance with the provisions hereof; (iv) Lender shall have received any and all third party consents, waivers or releases deemed necessary or desirable in Lender's reasonable judgment in connection with the loan and the Collateral being financed, including without limitation Uniform Commercial Code lien releases and the consent and waiver, in form and substance satisfactory to Lender, of each and every realty owner, landlord and mortgagee holding an interest in or encumbrance on the real property where any of the Collateral is to be located; (v) all filings, recordings and other actions deemed necessary or desirable by Lender in order to establish, protect, preserve and perfect its security interest in the Collateral being financed by such loan as a valid perfected first priority security interest shall have been duly effected, including without limitation the filing of financing statements and the recordation of landlord (owners) and/or mortgagee waivers or disclaimers, all in form and substance satisfactory to Lender, and all fees, taxes and other charges relating to such filings and recordings shall have been paid by Borrower; (vi) the representations and warranties made by any Loan Party in or pursuant to of Borrower hereunder and under the Loan Documents Agreement shall be true and correct in all material respects on and as of such the date of the making of any advance hereunder with the same effect as if made on and as of such date; (vii) in the sole and good faith judgment of Lender, there shall have been no material adverse change in the financial condition, business, operations, prospects, product development, technology, or business or contractual relations with third parties of Borrower from the date hereof and no change or event shall have occurred which would impair the ability of Borrower to perform its obligations hereunder or under any of the other Financing Agreements to which it is a party or of Lender to enforce the Obligations or realize upon the Collateral; (except viii) all documents and agreements shall be satisfactory to Lender and its attorneys; (Aix) to the extent made as of a specific dateLender shall have received, in which case form and substance satisfactory to Lender, such representation and warranty other documents as Lender shall be true and correct in all material respects on and as of such specific date require; and (Bx) representations and warranties qualified by materiality shall be true and correct in all respects); provided thatno Default, if the primary purpose Event of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 Default, or circumstance or facts that would (with the consent giving of only notice or the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iiipassage of time or both) no become a Default or Event of Default hereunder shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactioncontinuing.

Conditions. The Incremental Revolving Commitment parties’ obligations to effect the Assignment Transaction shall become effective as of such Revolving Commitment Increase Effective Datebe conditioned upon the following; provided thatthat any party may, in its sole discretion, waive any condition for its benefit: (iA) Assignee and Assignor shall have entered into the condition set forth Definitive Agreements, including a ▇▇▇▇ of sale and an assumption of liabilities, in Section 6.2(c) shall each case specifying with particularity the Assigned Assets and the Assumed Liabilities contemplated above, as applicable, a license of the Licensed Data, and such other documents as may be satisfied (except as otherwise set forth reasonably requested by Assignor or Assignee, in the applicable Increase Revolving Joinder)form and substance reasonably satisfactory to each party; (iiB) Each Assignee shall have obtained (at Assignee’s sole expense) all consents, waivers, permits and approvals from all third parties and Governmental Entities that Assignor determines prior to the closing of the representations Assignment Transaction are necessary or appropriate to effect the Assignment Transaction (“Required Consents”), which shall include where necessary or appropriate in Assignor’s determination, a full release and warranties made by any Loan Party novation in or pursuant favor of Assignor, in each case in form and substance reasonably satisfactory to the Loan Documents Assignor; (C) The Assignment Transaction shall be true permitted by applicable Law, and correct in all material respects on and as of such date as if made on and as of such date no Governmental Entity shall have issued or entered any stay, decree, judgment, injunction, statute, rule or regulation which makes the Assignment Transaction illegal or prohibits it; (except (AD) to the extent made as of a specific date, in which case such representation and warranty No Proceeding shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if pending or threatened against the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 Assignor with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving CommitmentAssigned Assets, the foregoing shall at Assumed Liabilities or the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementLicensed Data; and (ivE) Such other customary conditions as are necessary or appropriate in Assignor’s reasonable determination, based on the Borrower shall deliver facts and circumstances then existing, including Assignor having obtained any stockholder consent that is necessary or cause appropriate to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by effect the Administrative Agent in connection with any such transactionAssignment Transaction.

Conditions. (a) The Incremental Revolving Commitment shall become effective obligation of Purchaser under this Agreement to purchase Property from Seller is subject to the satisfaction at or prior to Settlement of each of the following conditions (any one of which may be waived in whole or in part by Purchaser at or prior to Settlement), as of such Revolving Commitment Increase Effective Date; provided thatapplicable: (i) the condition The representations and warranties of Seller set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents this Agreement shall be true and correct at and as of Settlement in all material respects on as though such representations and warranties were made at and as of such date as if made on Settlement, except for changes therein consented to by Purchaser or deemed consented to by Purchaser under the terms of this Agreement. (ii) Seller shall have performed, observed and complied in all material respects with each of the covenants, agreements and conditions expressly required by this Agreement to be satisfied by Seller prior to or as of such date Settlement. (except iii) Purchaser shall have a period from the Effective Date until 5:00 p.m. E.T. on the day that is sixty (A60) days following the Effective Date (the “Feasibility Period”) to complete any and all investigations Purchaser deems necessary for the extent made acquisition of the Property, subject to Section 14 below and provided further that Seller’s prior written approval shall be required for any invasive or intrusive testing. It is further expressly agreed and understood that in the event that a Phase II environmental study is necessary, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as of a specific dateSeller deems appropriate, in Seller’s sole and absolute discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractors, agents and third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which case will minimize interference with the then current use and operation of the Property. Purchaser shall have the right to extend the Feasibility Period for an additional thirty (30) days from the expiration of the initial Feasibility Period provided that Purchaser: (i) provides Seller with written notice of such representation extension at least ten (10) days prior to the expiration of the initial Feasibility Period; and warranty (ii) deposits, prior to the expiration of the initial Feasibility Period, an additional amount equal to TEN PERCENT (10%) of the Purchase Price ($ ) (“Additional Deposit”) with Escrow Agent by wire transfer of immediately available funds. If Purchaser is not satisfied with the Property, it may terminate this Agreement by written notice to Seller delivered at any time prior to the expiration of the Feasibility Period. TIME SHALL BE OF THE ESSENCE WITH RESPECT TO PURCHASER’S RIGHT TO TERMINATE THIS AGREEMENT PURSUANT TO THIS SECTION 6(a)(iii). If Purchaser timely terminates this Agreement pursuant to this Section 6(a)(iii), Seller and Purchaser shall each promptly authorize the Escrow Agent to return the Deposit to Purchaser and this Agreement shall be deemed null and void except with respect to any provisions which by their express terms survive the termination or expiration of this Agreement (including, without limitation, Purchaser’s repair and indemnification obligations as set forth in Section 14 below). Failure by Purchaser to deliver the notice of termination described above in this Section 6(a)(iii) prior to the expiration of the Feasibility Period shall constitute a waiver of this Section 6(a)(iii), whereupon the Deposit shall become nonrefundable to Purchaser except as otherwise expressly set forth herein. (iv) From and after the Effective Date and until Settlement, Seller shall not lease any space on the Property or permit any material encumbrance to be placed upon all or any portion of the Property or the title thereto without the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Seller’s obligation to proceed to Settlement hereunder is subject to the satisfaction at or prior to Settlement of the following conditions (which may be waived in whole or in part by Seller, in writing, at or prior to Settlement), as applicable: (i) The representations and warranties of Purchaser set forth in this Agreement shall be true and correct at and as of Settlement in all material respects on as though such representations and warranties were made at and as of such specific date Settlement, except for changes therein consented to by Seller or deemed consented to by Seller under the terms of this Agreement. (ii) Purchaser shall have performed, observed and (B) representations and warranties qualified by materiality shall be true and correct complied with in all respects); provided thatmaterial respects the covenants, if the primary purpose agreements and conditions required by this Agreement to be satisfied by Purchaser prior to or as of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries);Settlement. (iiic) no Default or Event of Default Purchaser acknowledges that Seller shall have occurred and not be continuing or would result from the borrowings delivering any due diligence materials to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent Purchaser in connection with Settlement and that the determination of the Purchase Price reflects the fact that Purchaser will be purchasing the Property without the disclosure of any such transactioninformation and materials.

Conditions. 3.1 This Memorandum shall not be deemed in any respect to constitute an admission by any party that any allegation or contention in this proceeding is true or false. 3.2 The Incremental Revolving Commitment making of this Memorandum shall become effective not be deemed to foreclose any party from making any contention in any future proceeding or investigation, except as to those issues and proceedings that are stated in this Memorandum as being specifically resolved by approval of this Memorandum. 3.3 The Settling Parties agree to not file direct or rebuttal testimony with the Department, issue information requests to each other, or seek evidentiary hearings, relating to the terms of this Memorandum. This provision is not intended to foreclose opportunities for the Department to issue information requests or schedule evidentiary hearings regarding the Memorandum, at its discretion. If the Department schedules such Revolving Commitment Increase Effective Date; provided that:evidentiary hearings, all Settling Parties, expressly including DOER, shall have the right to present witnesses at such hearings and all Settling Parties shall have the right to file comments, at any time, in support of this Memorandum. 3.4 This Memorandum is the product of settlement negotiations. The Settling Parties agree that the content of those negotiations (iincluding any workpapers or documents produced in connection with the negotiations) are confidential to the condition extent allowable by law, that all offers of settlement of are without prejudice to the position of any party or participant presenting such offer or participating in such discussion, and, except to enforce rights related to this Memorandum or defend against claims made under this Memorandum, that they will not use the content of those negotiations in any manner in these or other proceedings involving one or more of the parties to this Memorandum, or otherwise. 3.5 The provisions of this Memorandum are not severable. This Memorandum is also contingent upon the provision of accurate and truthful information by the Program Administrators during the settlement negotiation process. 3.6 The parties to this Memorandum understand and agree that the obligations of the Program Administrators set forth in Section 6.2(c) herein are contingent on approval of the Memorandum by the Department. Accordingly, the Program Administrators shall not be obligated or required to begin implementing the terms of this Memorandum unless and until the Department fully approves the Memorandum. 3.7 If the Department does not approve the Memorandum, this filing shall be satisfied (except as otherwise deemed to be withdrawn and shall not constitute a part of the record in any proceeding or used for any other purpose. 3.8 With respect to the Program Administrator specific information set forth in the applicable Increase Revolving Joinder);updated D.P.U. 08-50 tables in Attachment A, and the PI Supplement in Attachment B, each Program Administrator is sponsoring and responsible for only its own specific data. 3.9 The Settling Parties incorporate by reference into this Memorandum the following documents: (ii1) Each the October 29, 2010 initial filings by the Program Administrators, (2) supplemental information filed by the Program Administrators in dockets D.P.U. 10-140 through D.P.U. 10-150, inclusive; (3) Program Administrator responses to discovery in the above-referenced dockets, (4) the Consultant Report; (5) the Resolutions adopted by the EEAC on December 14, 2010 and April 12, 2011 [to be confirmed]. As applicable, all of the representations these materials are updated and warranties made superseded by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition this Memorandum and its subsidiaries); (iii) no Default or Event attachments. The signatories listed below represent that they are authorized on behalf of Default shall have occurred and be continuing or would result from the borrowings their principals to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided thatenter into this Memorandum. Respectfully Submitted, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7By its attorney, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.By its attorney,

Conditions. The No Incremental Revolving Commitment Facility shall become effective as under this subsection 1.1(e) unless, after giving effect to such Incremental Facility, the Loans to be made thereunder, and the application of such Revolving Commitment Increase Effective Date; provided that: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder)proceeds therefrom; (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested exist at the time of funding or, solely with respect to an Incremental Term Loan the execution proceeds of which are intended to and shall be used to finance substantially contemporaneously a Permitted Acquisition or any other acquisition permitted by Section 5.4 which financing is subject to customary “Funds Certain Provisions”, unless the Persons holding not less than a majority of the relevant definitive commitments to provide CH\1898062.5 such Incremental Term Loan waive the absence of a Default or Event of Default as a condition to funding thereof, on the date on which the related acquisition agreementagreement is executed and becomes effective (any such date, an “Acquisition Agreement Signing Date”); (B) as of the last day of the most recent Fiscal Quarter or Fiscal Year (whichever is the most recent) for which financial statements were required to have been delivered pursuant to subsection 4.1(a) or subsection 4.1(b), as applicable, the Senior Leverage Ratio recomputed on a pro forma basis shall not exceed the maximum Senior Leverage Ratio permitted under Section 6.3 at such time; (C) proceeds of such Incremental Facility shall be used solely to finance or refinance the purchase price (and related fees and expenses) of a Permitted Acquisition or any other acquisition permitted by Section 5.4 consummated substantially concurrently with the incurrence thereof or within ninety (90) days prior to the date of incurrence; (D) Agent shall have received a certificate of a Responsible Officer of the Borrower certifying as to the foregoing; and (ivE) the Borrower Agent shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary have received such other legal opinions or other documents opinions, secretary certificates, good standing certificates and/or authorizing resolutions as are reasonably requested by the Administrative Agent in connection with any such transactionAgent.

Conditions. The Incremental Revolving Commitment shall become effective as of such Revolving Commitment Increase Effective Date; provided thatCompany's obligations to each Rights Holders under this Article VIII will be conditioned on compliance with the following: (ia) Such Rights Holder and its Affiliates will cooperate with the condition set forth Company in Section 6.2(cconnection with the preparation of the applicable Registration Statement, and for so long as the Company is obligated to keep such Registration Statement effective, such Rights Holder and its Affiliates will provide to the Company, in writing and in a timely manner, for use in such Registration Statement (and expressly identified in writing as such), all information regarding themselves and their respective Affiliates and such other information as may be required by applicable law to enable the Company to prepare such Registration Statement and the related prospectus covering the applicable Registrable Securities owned by such Rights Holder and to maintain the accuracy, completeness and effectiveness thereof; (b) shall During such time as such Rights Holder and its Affiliates may be satisfied engaged in a distribution of the Registrable Securities, such Rights Holder and its Affiliates will comply with all applicable laws, including Regulation M promulgated under the Exchange Act, and, to the extent required by such laws, will, among other things: (except as otherwise set forth A) not engage in any stabilization activity in connection with the securities of the Company in contravention of such rules; (B) distribute the Registrable Securities acquired by it solely in the manner described in the applicable Increase Revolving Joinder)Registration Statement; and (C) if required by applicable law, rules or regulations, cause to be furnished to each agent or broker-dealer to or through whom such Registrable Securities may be offered, or to the offeree if an offer is made directly by such Rights Holder or any of its Affiliates, such copies of the applicable prospectus (as amended and supplemented to such date) and documents incorporated by reference therein as may be required by such agent, broker-dealer or offeree; provided that the Company shall provide such Rights Holder with an adequate number of copies thereof; (iic) Each of Such Rights Holder and its Affiliates will permit the representations Company and warranties made by its representatives and agents to examine such documents and records, and will supply in a timely manner any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and information as of such date as if made on and as of such date (except (A) to the extent made as of a specific datethey may reasonably request, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 connection with the consent offering or other distribution of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in Registrable Securities by such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementRights Holder; and (ivd) On notice from the Borrower shall deliver Company of the happening of any of the events specified in Section 8.4(c), or cause to be delivered a duly executed Increase Revolving Joinder that requires the suspension by such Rights Holder or its Affiliates of the distribution of any of the Registrable Securities owned by such Rights Holder, then such Rights Holder and any customary legal opinions its Affiliates will immediately cease offering or other documents reasonably requested distributing the Registrable Securities owned by such Rights Holder until the Administrative Agent offering and distribution of the Registrable Securities owned by such Rights Holder may recommence in connection accordance with any such transactionthe terms hereof and applicable law.

Conditions. The Incremental Revolving Commitment Commitments shall become effective and the Borrowers may draw upon such Incremental Revolving Commitments, as of such Revolving Commitment Increase Effective Date; provided that: (i) Subject to Section 1.06(b), each of the condition conditions set forth in Section 6.2(cSections 4.02(b), (c), (d) and (e) shall be satisfied (except as otherwise set forth in on or prior to the applicable Increase Revolving Joinder)Effective Date; (ii) Each of the representations and warranties made by Borrowers shall make any Loan Party in or payments required pursuant to the Loan Documents shall be true and correct Section 2.13 in all material respects on and as connection with any adjustment of such date as if made on and as of such date (except (A) Revolving Loans pursuant to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries2.20(d); (iii) no Default or Event of Default Administrative Agent and Collateral Agent shall have occurred received audits reasonably satisfactory to Administrative Agent and be continuing Collateral Agent with respect to any new Accounts or would result from hydrocarbon Inventory being added to the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided thatBorrowing Base, if any, in connection with the primary purpose of such Incremental Revolving Commitment is Loans prior to finance a Limited Condition Acquisition permitted under Section 8.7such Accounts or hydrocarbon Inventory being included for purposes of calculating the Borrowing Base; provided, with that this requirement to obtain such audits shall only be required to the consent of only extent the Revolving Lenders providing such Incremental Revolving Commitment, new Accounts and/or hydrocarbon Inventory being added to the foregoing shall at the Borrower’s election instead be tested at the time Borrowing Base equals or exceeds 10% of the execution of the relevant definitive acquisition agreement; andthen-existing Borrowing Base; (iv) the Borrower Borrowers shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction; provided, however, that any or all of the requirements of this subsection 2.20(b) (other than the requirements in clause (i) with respect to Section 4.02(d), clause (iii) (except for any waiver of payments under Section 2.13 by the Lenders providing the Incremental Revolving Commitments) or clause (iv)) may be modified and/or waived by the Borrowers, the Administrative Agent and the Lenders providing the Incremental Revolving Commitments.

Conditions. The (i) As a condition precedent to each Incremental Revolving Commitment Increase, the Borrower shall become effective deliver to the Administrative Agent a certificate of the Borrower and, if reasonably determined by the Administrative Agent to be necessary or desirable under applicable Requirements of Law with respect to the Loan Documents of a Guarantor, of each such Guarantor, dated as of such Revolving Commitment the Increase Effective Date; provided that: , signed by a Responsible Officer of the Borrower or each such Guarantor, as applicable, and (iA) certifying and attaching the condition set forth resolutions adopted by the Borrower or such Guarantor approving or consenting to such Incremental Increase (which, with respect to any such Loan Party, may, if applicable, be the resolutions entered into by such Loan Party in connection with the incurrence of the Obligations on the Closing Date) and (B) certifying that (1) both before and immediately after giving effect to such Incremental Increase, as of the Increase Effective Date, no Event of Default shall exist and be continuing, (2) immediately after giving effect to such Incremental Increase, as of the Increase Effective Date, the Borrower shall be in pro forma compliance (after giving effect to the incurrence of such Incremental Increase and the use of proceeds thereof) with each of the financial covenants contained in Section 6.2(c7.14 and (3) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each of the representations and warranties made by any of the Borrower and each other Loan Party contained in Article V or pursuant to the any other Loan Documents shall be Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) on and as of such date as if made on and as of such date (the Increase Effective Date, except (A) to the extent made as of a specific that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, with respect to representations or warranties modified by a materiality or Material Adverse Effect standard, each such representation and or warranty shall be true and correct in all material respects on and respects) as of such specific date earlier date, and except that for purposes of this clause (B) i)(B)(3), the representations and warranties qualified by materiality contained in Sections 5.04(a) and (b) shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is deemed to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited refer to the Specified Representations most recent statements furnished pursuant to Sections 6.01(a) and (other than Section 5.19 with respect b), respectively. In addition, as a condition precedent to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided thateach Incremental Increase, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder such other officer’s certificates, organizational documents and any customary legal opinions or other documents of the type delivered on the Closing Date as are reasonably requested by by, and in form and substance reasonably satisfactory to, the Administrative Agent. (ii) Each Revolving Credit Increase shall have substantially the same terms as the outstanding Revolving Credit Loans and be part of the existing Revolving Credit Facility hereunder. Upon each Revolving Credit Increase (x) each Revolving Credit Lender having a Revolving Credit Commitment immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Credit Lender providing a portion of the Revolving Credit Increase (each, a “Revolving Credit Increase Lender”) in respect of such increase, and each such Revolving Credit Increase Lender will automatically and without further act be deemed to have assumed a portion of such Revolving Credit ▇▇▇▇▇▇’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in (1) Letters of Credit and (2) Swing Line Loans, will, in each case, equal each Revolving Credit Lender’s Applicable Revolving Credit Percentages (after giving effect to such increase in the Revolving Credit Facility) and (y) if, on the date of such increase there are any Revolving Credit Loans outstanding, the Revolving Credit Lenders shall make such payments among themselves as the Administrative Agent may reasonably request to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from such Revolving Credit Increase, and the Borrower shall pay to the applicable Lenders any amounts required to be paid pursuant to Section 3.05 in connection with such payments among the Revolving Credit Lenders as if such payments were effected by prepayments of Revolving Credit Loans. (iii) To the extent that any Incremental Increase shall take the form of a Term Loan Increase or an Incremental Term Loan, this Agreement may be amended to the extent necessary (without the need to obtain the consent of any Lender or any L/C Issuer other than the Lenders providing such Incremental Term Loans or Term Loan Increase), including with respect to such terms as are customary for a term loan commitment, including mandatory prepayments, assignments and voting provisions; provided that (i) if any such transactionterms (when taken as a whole) are materially more restrictive to the Borrower and its Restricted Subsidiaries then such material terms shall be added to the Term Facility hereunder, provided that if such terms have been amended, modified or removed by the requisite Lenders providing such Incremental Term Loans, such terms shall be automatically deemed amended, modified or removed in respect of each other Term Facility hereunder (or tranche thereof) without any further action by or consent of any Person and (ii) no such terms or amendment shall contravene any of the terms of the then existing Loan Documents. On any Increase Effective Date on which any Incremental Increase in the form of a Term Loan Increase or an Incremental Term Loan is effective, subject to the satisfaction of the terms and conditions in this Section 2.14, each Lender of such new Term Loan Increase or an Incremental Term Loan shall make an amount equal to its commitment to such new Term Loan Increase or an Incremental Term Loan available to the Borrower, in a manner consistent with Borrowings hereunder. (iv) Notwithstanding anything to the contrary contained in this subsection 2.14(d), to the extent agreed to by the applicable Lenders providing an Incremental Increase, the only conditions precedent to any Incremental Increase incurred in connection with a Limited Conditionality Transaction shall be those set forth in Section 1.09.

Conditions. 7.1. Conditions to Each Party's Obligations to Effect the Merger. The Incremental Revolving Commitment respective obligations of each party to effect the Merger shall become effective as be subject to the fulfillment at or prior to the Effective Time of such Revolving Commitment Increase Effective Date; provided thatthe following conditions: (a) The Merger shall have been approved and adopted by the requisite vote of the holders of Target Common Stock. (b) The Parent Common Stock issuable in the Merger shall have been authorized for listing on the New York Stock Exchange, upon official notice of issuance. (c) All authorizations, consents, orders or approvals of, and all expirations of waiting periods imposed by, any Governmental Entity (including without limitation those required to obtain the Regulatory Approvals) (collectively, "CONSENTS") which are necessary for the consummation of the Merger (other than immaterial Consents, the failure to obtain which would not be materially adverse to the business of the Surviving Corporation) shall have been obtained or shall have occurred and shall be in full force and effect at the Effective Time; provided, however, that none of the preceding Consents shall be deemed obtained if (i) it shall have imposed any condition or requirement which would so materially and adversely impact the economic or business benefits to Parent or Target of the transactions contemplated by this Agreement that, had such condition or requirement been known, such party would not, in its reasonable judgment, have entered into this Agreement or (ii) such Consent causes the ownership of Target and the Target Subsidiaries by Parent, after the Effective Time, to impose on Parent or any of its Subsidiaries (including Target or any Target Subsidiary) any limitations or conditions on the businesses and activities engaged in by Parent or any such Subsidiary that would not be applicable in the absence of such ownership (any such condition or limitation described in clause (i) or (ii) being referred to herein as a "Burdensome Condition"); provided, however, that none of those conditions and requirements set forth in Section 6.2(c7.1 of the Target Disclosure Letter hereto shall constitute a Burdensome Condition for any purpose under this Agreement. (d) The Registration Statement shall be satisfied have become effective in accordance with the provisions of the Securities Act. No stop order suspending the effectiveness of the Registration Statement shall have been issued by the Commission and remain in effect. (except as otherwise set forth e) No temporary restraining order, preliminary or permanent injunction or other order by any federal or state court in the applicable Increase Revolving Joinder);United States which prevents the consummation of the Merger shall have been issued and remain in effect. (iif) Each All applicable waiting periods with respect to any "Notification and Report Form for Certain Mergers and Acquisitions" filed by Parent, Target or any of their "ultimate parent entities" in compliance with the representations and warranties made by any Loan Party in or HSR Act pursuant to the Loan Documents transactions contemplated hereby shall be true and correct in all material respects on and have passed, or early termination of such waiting periods shall have been granted. (g) The Net Book Value of Target as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default Calculation Date shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth been determined in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under accordance with Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction5.22.

Conditions. The Incremental Revolving Each Equity Sponsor’s obligation to fund its Commitment shall become effective as of such Revolving Commitment Increase Effective Date; provided thatbe subject to the following: (ia) Roadrunner shall have notified the condition set forth Equity Sponsors at least five (5) Business Days prior to any desired sale of New Preferred Shares to the Equity Sponsors (and in Section 6.2(c) no event shall the Equity Sponsors be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinderrequired to purchase less than an aggregate of $8,750,000 of New Preferred Shares at any time); (iib) Each Any desired sale of New Preferred Shares to the Equity Sponsors shall be made (A) pursuant to an investment agreement containing (i) representations and warranties made by any Loan Party in or pursuant Roadrunner and the survival thereof, (ii) conditions to closing and (iii) covenants with respect to tax matters that are no less favorable to the Loan Documents shall be true and correct Equity Sponsors than the terms with respect to such matters set forth in all material respects on and as of such date as if made on and as of such date (except (A) the Investment Agreement, mutatis mutandis to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date eliminate provisions that are no longer applicable to Roadrunner and (B) representations and warranties qualified by materiality shall be true and correct subject to amendment of the Stockholders Agreement (as defined in all respects); provided that, if the primary purpose Investment Agreement) to extend the benefits of such Incremental Revolving Commitment is Agreement to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)New Preferred Shares; (iiic) no Default Roadrunner shall have received all approvals (if any) required under the Credit Agreement, as well as any applicable approvals required under stock exchange rules or Event applicable Laws, in connection with the issuance and sale of Default the New Preferred Shares as contemplated by this Agreement; (d) No “Default” under the Credit Agreement shall have occurred and be continuing continuing, or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose desired sale of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementNew Preferred Shares; and (ive) No “Triggering Event” (as defined in the Borrower Certificate of Designations) shall deliver have occurred and be continuing, or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by would result from the Administrative Agent in connection with any such transactiondesired sale of New Preferred Sales.

Conditions. The Each Incremental Revolving Commitment Facility shall become effective effective, as of such Revolving Commitment Increase Effective Date; provided provided, that: (i) subject to the condition last proviso of this Section 2.22(b), each of the conditions set forth in Section 6.2(c) 4.02 shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder)satisfied; (ii) Each of the representations and warranties made by any Loan Party in or pursuant subject to the Loan Documents shall be true and correct in all material respects on and as last proviso of this Section 2.22(b), after giving effect to the incurrence of such date as if made Incremental Facility (and assuming for such purposes that any undrawn capacity under such Incremental Facility has been fully drawn) and to any change in Consolidated EBITDA and any increase in Indebtedness resulting from the consummation of any Permitted Acquisition concurrently with such Incremental Facility on and as of such date (except a Pro Forma Basis, (A) Borrower shall be in compliance with each of the covenants set forth in Section 6.09 as of the most recent fiscal quarter for which Borrower was required to deliver financial statements pursuant to Section 5.01(a) or (b) (or, with respect to any such calculation to be made prior to the extent made delivery of the first financial statements pursuant to Section 5.01(b) after the Closing Date, as of a specific dateDecember 31, in which case such representation 2017 and warranty shall be true and correct in all material respects on and as of such specific date with reference to the Audited Financial Statements), and (B) representations and warranties qualified by materiality the First-Lien Leverage Ratio shall not be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other greater than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)2.25:1.00; (iii) no Default or Event Borrower shall make any payments required pursuant to Section 2.13 in connection with any adjustment of Default shall have occurred and be continuing or would result from the borrowings Revolving Loans pursuant to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving JoinderSection 2.22(d); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionIncremental Facility; provided, further, that, to the extent the proceeds of any Incremental Facility are used to finance all or a portion of the purchase price of a Permitted Acquisition whose consummation is not conditioned on the availability of, or on obtaining, third party financing (any such Permitted Acquisition, a “Limited Condition Acquisition”), and Borrower has obtained commitments from lenders to fund such Incremental Facility (such commitments for such Incremental Facility, the “Incremental Financing Commitments”), then (1) if and to the extent the lenders providing the Incremental Financing Commitments for such Incremental Facility so agree, (x) the condition set forth in Section 4.02(c) shall be limited such that the only representations and warranties the accuracy of which shall be a condition to the availability of such Incremental Facility shall be (I) the Specified Representations, and (II) such representations and warranties under the definitive documentation for such Limited Condition Acquisition as entitle the applicable Loan Party and/or the applicable Subsidiary to terminate its obligations under such definitive documentation or decline to consummate such Limited Condition Acquisition, in each case, without paying any penalty or compensation to any party or incurring liability for breach if such representations and warranties fail to be true and correct, and (y) the condition set forth in Section 4.02(b) shall mean (I) no Default shall have occurred and be continuing at the time of execution of the definitive documentation for such Limited Condition Acquisition, and (II) no Event of Default pursuant to Section 8.01(a), (b), (g) or (h) shall have occurred and be continuing at the time of the funding of such Incremental Facility in connection with the consummation of such Limited Condition Acquisition, and (2) for purposes of determining whether the conditions set forth in clause (b)(ii) above have been satisfied in connection with such Limited Condition Acquisition, upon an LCA Election, the date of determination of whether any such condition has been satisfied shall be deemed to be the LCA Test Date, and if, for such Limited Condition Acquisition, such condition would have been satisfied on the relevant LCA Test Date, such condition shall be deemed to have been satisfied.

Conditions. 5.1 Conditions for the Benefit of the Purchaser. (a) The Incremental Revolving Commitment shall become effective as purchase of such Revolving Commitment Increase Effective Date; provided thatthe Securities by the Purchaser is subject to the following conditions, which are for the exclusive benefit of the Purchaser and which are to be performed or complied with at or prior to the Time of Closing: (i) the condition representations and warranties of the Corporation set forth in Section 6.2(c3.1 will be true and correct at the Time of Closing with the same force and effect as if made at and as of such time except: (A) shall be satisfied insofar as such representations and warranties are given as of a particular date and relate solely to such date; or (except as otherwise set forth in B) to the applicable Increase Revolving Joinder)extent any of such representations and warranties have been waived by the Purchaser or affected by the transactions between the parties contemplated hereby; (ii) Each of the representations and warranties made by any Loan Party of IMSI set forth in or pursuant to the Loan Documents shall Section 3.5 will be true and correct in all material respects on at the Time of Closing with the same force and effect as if made at and as of such date time except: (A) insofar as if made on such representations and warranties are given as of a particular date and relate solely to such date date; or (except (AB) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as any of such specific date and (B) representations and warranties qualified have been waived by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with Purchaser or affected by the consent of only transactions between the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)parties contemplated hereby; (iii) no Default each of IMSI and the Corporation will have performed or Event complied with all of Default shall have occurred the terms, covenants and be continuing or would result from the borrowings conditions of this Agreement to be made on performed or complied with by IMSI or the Revolving Commitment Increase Effective Date (except as otherwise set forth in Corporation, respectively at or prior to the applicable Increase Revolving Joinder); provided that, if the primary purpose Time of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; andClosing; (iv) the Borrower shall deliver Purchaser will be furnished with such certificates or cause other instruments (including, without limiting the generality of the foregoing, a certified copy of (i) resolutions of the board of directors of IMSI approving the issuance of the Securities to the Purchaser and (ii) resolutions of the board of directors of the Corporation approving the reserving of 2,053,334 Common Shares to be issued in exchange for the Class X Shares of IMSI and approving the execution of this Agreement and the Support Agreement) of the Corporation and/or IMSI or of officers of the Corporation and/or IMSI as the Purchaser or the Purchaser's counsel may reasonably think necessary in order to establish that the terms, covenants and conditions contained in this Agreement to have been performed or complied with by the Corporation and/or IMSI at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Corporation and/or IMSI herein given are true and correct at the Time of Closing, subject to Section 5.1(a)(i) hereof; (v) there will have been obtained from all appropriate federal, provincial, state, municipal or other governmental or administrative bodies such approvals or consents as are required to permit the transactions contemplated hereby; (vi) no action or proceeding will be pending or threatened by any person, government, governmental authority, regulatory body or agency to enjoin, restrict or prohibit the purchase of the Securities as contemplated hereby. (vii) no action or proceeding will be pending or threatened by any person, government, governmental authority, regulatory body or agency to enjoin, restrict or prohibit the exchange of the Class X Shares for common shares of the Corporation; (viii) no material damage by fire or other hazard to the Assets will have occurred from the date hereof to the Time of Closing; (ix) all necessary steps and proceedings will have been taken to permit the Securities to be issued; (x) IMSI shall have executed and delivered special warrant certificates representing the Special Warrants; (xi) the Corporation and the Purchaser shall have executed and delivered a duly Registration Rights Agreement in the form attached as Schedule 5.1 (a)(xi) (xii) on or before the Time of Closing, the Purchaser shall be fully satisfied, in its sole discretion, with the results of its due diligence inquiries; (xiii) the Corporation, the Purchaser, Mich▇▇▇ ▇▇▇▇▇▇, ▇▇5489 Ontario Inc., and other parties will have entered into a second voting agreement in the form attached as Schedule 5.1(a)(xiii) hereto; (xiv) the Corporation will have delivered to the Purchaser a favorable opinion of their counsel licensed to practice in the State of Nevada substantially in the form attached hereto as Schedule 5.1(a)(xiv); (xv) the Corporation, IMSI and the Purchaser shall have executed Increase Revolving Joinder and any customary delivered IMSI/IMSC Support Agreement in the form attached as Schedule 5.1 (a)(xv); (xvi) the Corporation will have delivered to the Purchaser a favourable opinion of their securities counsel as a form acceptable to the Purchaser's counsel; (xvii) nothing shall have occurred prior to the Time of Closing which would have a material adverse effect on the business, operations, properties, condition (financial or otherwise) of the Corporation or on the ability of the Corporation to perform its obligations hereunder; (xviii) the Corporation shall have satisfied the account of Purchaser's Canadian legal opinions or other documents reasonably requested by counsel Gowling, Strathy & Hend▇▇▇▇▇ ▇▇▇ U.S. legal counsel Stradley, Ronon, Stev▇▇▇ & Young, LIP; and (xix) the Administrative Agent in connection with any such transactionCorporation shall have executed and delivered the Escrow Agreement.

Conditions. The Incremental Revolving effectiveness of this Amendment and the funding of the Additional Term B-1 Commitments shall be conditioned upon the satisfaction of the following (the date of satisfaction of such conditions, the “Second Amendment Effective Date”): i. The Administrative Agent shall have received (x) executed counterparts of this Amendment signed by each Loan Party and the Additional Term B-1 Lender and (y) a Lender Consent from each Extending Lender, which shall constitute (A) the Required Lenders under the Existing Credit Agreement and (B) Lenders holding not less than 90% of aggregate outstanding principal amount of the Restatement Effective Date Term Loans (provided that the Additional Term B-1 Commitment shall become effective be included for purposes of calculating the 90% threshold). ii. The Borrower shall deliver or cause to be delivered favorable written opinions of M▇▇▇▇ ▇▇▇▇▇ LLP and other counsel for Loan Parties, as to such matters as the Administrative Agent may reasonably request, and otherwise in form and substance reasonably satisfactory to the Administrative Agent (and each Loan Party hereby instructs such counsel to deliver such opinions to Agents and Lenders); iii. The Borrower shall have delivered to the Administrative Agent an originally executed certificate of such Revolving Commitment Increase Effective Date; provided an Authorized Officer, which shall include certifications to the effect that: (i) a. the condition representations set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each Article IV of the representations Amended Credit Agreement and warranties made by any Loan Party in or pursuant to the other Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date the Second Amendment Effective Date (except (A) to the extent made as of a specific such representations and warranties relate to an earlier date, in which case case, such representations and warranties were true and correct in all material respects as of such earlier date); provided that to the extent any such representation and or warranty is already qualified by materiality or material adverse effect, such representation or warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects)the Second Amendment Effective Date; provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries);and (iii) b. no Default or Event of Default shall have event has occurred and be is continuing or would result from the borrowings transactions contemplated hereby that would constitute a Default or an Event of Default; iv. All fees (including the Extension Fees) and reasonable and invoiced (at least two Business Days prior to the Second Amendment Effective Date) out-of-pocket expenses required to be made on paid to the Revolving Commitment Increase Effective Date Lenders, the Administrative Agent or the Lead Arrangers shall have been paid; v. The Administrative Agent shall have received a certificate of the secretary or assistant secretary of each Loan Party certifying (except as 1) that none of such Loan Party’s Organizational Documents have been amended, supplemented or otherwise set forth in modified since the date last delivered to the Administrative Agent or, if so, attaching true, complete and correct copies of any such amendment, supplement or modification; (2) signature and incumbency certificates of the officers of each Loan Party executing this Amendment; and (3) resolutions of the Board of Directors or similar governing body of each Loan Party ratifying or approving and authorizing the execution, delivery and performance of this Amendment; vi. The Administrative Agent shall have received a good standing certificate from the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time Governmental Authority of the execution jurisdiction of incorporation, organization or formation for each Loan Party, each dated a recent date prior to the relevant definitive acquisition agreementSecond Amendment Effective Date; vii. The Administrative Agent shall have received copies of UCC, tax and judgment lien searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in jurisdictions that the Administrative Agent deems reasonably necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Liens or any other Liens acceptable to the Administrative Agent); and viii. The Administrative Agent and Lenders shall have received (ivi) all documentation and other information about the Parent, the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents the Subsidiary Guarantors as has been reasonably requested in writing by the Administrative Agent or Arrangers at least ten (10) days prior to the Second Amendment Effective Date and they reasonably determine is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act and (2) at least five (5) days prior to the Second Amendment Effective Date, if the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230, it shall deliver a certification regarding beneficial ownership as required by 31 C.F.R. § 1010.230 to the Administrative Agent and any Lender that requests it; ix. The Administrative Agent shall have received a Borrowing Notice with respect to the Term B-1 Loans; x. The Borrower shall have paid to each Existing Lender all accrued and unpaid interest on the Existing Term Loans held by it to, but not including, the Second Amendment Effective Date; xi. The Borrower shall have made the Initial Required Payment immediately prior to the Second Amendment Effective Date, and shall have a delivered a Prepayment Notice with respect thereto; xii. The Borrower shall have made the Non-Extending Lenders Payment substantially simultaneously with the Second Amendment Effective Date; xiii. The Borrower shall have prepaid the Term B-1 Loans in connection an aggregate principal amount necessary to reduce the total outstanding principal amount to $200,000,000 substantially simultaneously with any such transactionthe Second Amendment Effective Date, and shall have delivered a Prepayment Notice with respect thereto; and xiv. The Borrower shall deliver an Officer’s Certificate setting forth the calculations (in reasonable detail) demonstrating (i) pro forma compliance with Sections 6.07(b) and (c) of the Credit Agreement after giving effect to this Amendment and transactions contemplated hereby as of September 30, 2019.

Conditions. The Incremental Revolving Commitment shall become effective as (1) Debarment for any of such Revolving Commitment Increase Effective Date; provided that: (i) the condition causes set forth in Section 6.2(cthis section shall be made only upon approval of the Purchasing. (2) The existence of any of the causes set forth in (a) of this section does not necessarily require that a firm or individual be debarred except as provided in 4(a). In each instance, whether the offense or failure, or inadequacy of performance, be of criminal, fraudulent, or serious nature, the decision to debar shall only be made if supported by a preponderance of the credible evidence available. Likewise, all mitigating factors may be considered in determining the seriousness of the offense, failure, or inadequacy of performance, in deciding whether debarment is warranted. The actual or apparent authority of an involved individual, the present relationship of involved individuals with the bidder, the past performance of the individual or concern, and the relationship of the violation to the services or materials involved shall be considered. (3) The existence of a cause set forth in (a)(1), (2), and (3) of this section shall be established by criminal "conviction" by a court of competent jurisdiction. In the event that an appeal taken from such conviction results in reversal of the "conviction", the debarment shall be removed upon the request of the bidder (unless other causes for debarment exists). for the purposes of this policy, the following shall have the same effect as a "conviction": pleading guilty or nolo contendere, or being found guilty by a jury or court of, the offense in question, regardless of whether probation is imposed and adjudication withheld. (4) The existence of a cause set forth in (a)(4) and (5) of this section shall be established by a preponderance of credible evidence by the Purchasing. (5) Debarment for the cause set forth in (a)(5) of this section (debarment by another agency) shall be satisfied (except as otherwise proper if one of the causes for debarment set forth in (a)(1) through (4) of this section was the applicable Increase Revolving Joinder); (ii) Each basis for debarment by the original debarring agency. Such debarment may be based entirely on the record of facts obtained by the representations and warranties made by any Loan Party in original debarring agency, or pursuant to the Loan Documents shall be true and correct in all material respects on and as upon a combination of such date as if made on facts and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionadditional facts.

Conditions. The Such Incremental Revolving Commitment Commitments shall become effective effective, as of such Revolving Commitment Increase Effective Date; provided that: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of such request or immediately after giving effect thereto; provided, that, solely with respect to any Incremental Facilities incurred in connection with a Limited Condition Acquisition, the execution foregoing condition shall not be required to be satisfied and instead no Default or Event of Default shall exist at the time the definitive documentation for such Limited Condition Acquisition is executed; (ii) the proceeds of the relevant definitive acquisition agreement; andIncremental Loans shall be used in accordance with Section 3.11 and Section 5.08; (iviii) the Borrower Agent shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions amendments to the Loan Documents or other documents reasonably requested by the Administrative Agent or any Incremental Lender in connection with any such transaction; (iv) any such Incremental Loans shall be in an aggregate amount of at least $5,000,000 and integral multiples of $1,000,000 above such amount (except, in each case, such minimum amount and integral multiples amount shall not apply when Borrowers use all of the Incremental Commitments available at such time); and (v) subject to customary “Sungard” limitations (to the extent agreed to by the Lenders providing the Incremental Facility and to the extent the proceeds of any Incremental Facility are being used to finance a Limited Condition Acquisition), each of the representations and warranties made by any Credit Party set forth in Article III hereof or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date in which case such representations and warranties shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date.

Conditions. The Any Incremental Revolving Commitment Commitments shall become effective as of such Revolving Commitment the applicable Increase Effective Date; provided that: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each of the all representations and warranties made by any Loan Party contained in or pursuant to this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of such date Increase Effective Date (both before and after giving effect thereto and, in the case of each Borrowing of Term Loans pursuant to Incremental Commitments, the application of proceeds therefrom) with the same effect as if made on and as of such date (except (A) to the extent made as of a specific datesuch representations and warranties expressly relate to an earlier date and in such case, in which case such representation representations and warranty warranties shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties date; provided that any representation or warranty that is qualified by materiality materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects); provided that, if as though made on and as of the primary purpose applicable date, before and after giving effect to such Borrowing of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)Term Loans; (iiiii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings Borrowings to be made on the Revolving Commitment such Increase Effective Date (except Date; provided, for the avoidance of doubt, that no Default or Event of Default in respect of Section 6.03 shall have occurred and be continuing nor result from the making of such Borrowing on and as otherwise set forth in of the applicable Increase Revolving Joinder); provided thatEffective Date, if without giving effect to any Asset Coverage Ratio Cure Period; (iii) after giving effect to the primary purpose incurrence of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving CommitmentCommitments, the foregoing Aggregate Exposure with respect to all Lenders shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementnot exceed $4,000,000,000; and (iv) the Borrower shall deliver or cause to be delivered a have duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by delivered to the Administrative Agent a ShortMortgage Supplement to the Long Form Mortgage and/or other Collateral Documents granting first priority Liens and security interests in any additional Pool Assets required to maintain compliance with Section 6.03 (subject to Liens permitted under Section 6.01(a)) in favor of the Administrative Agent, for the benefit of the Lenders, and shall have caused any such Short Form Mortgage Supplement to be filed with the FAA in order to perfect the Liens on such additional Pool Assets, and a stamped version thereof in the form of Aircraft, and evidence of such filing will be provided to the Administrative Agent promptly after being made available by the FAA and no later than 25 business days after the applicable Increase Effective Date (or such longer period that is reasonably acceptable to the Administrative Agent) the Borrower shall register the International Interest in connection with any such transactionthe applicable Short Form Mortgage with the International Registry.

Conditions. The TheSubject to Section 1.09(c), the Incremental Revolving Commitment Commitments shall become effective as of such Revolving Commitment the Increase Effective Date; provided provided, that: (i) each of the condition conditionscondition set forth in Section 6.2(c4.02(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder)satisfied; (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date Date; (iii) the representations and warranties contained in Article V and the other Loan Documents areshall be true and correct in all material respects (or, with respect to representations and warranties qualified by materiality, in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects (or, with respect to representations and warranties qualified by materiality, in all respects) as otherwise of such earlier date, and except that for purposes of this Section 2.15(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01; provided, that notwithstanding the foregoing, in the case of any Incremental Commitments incurred or implemented in connection with a Limited Condition Transaction, the condition set forth in this clause (iii) shall require only that the applicable Specified Representation shall be true and correct in all material respects (or, with respect to representations and warranties qualified by materiality, in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects (or, with respect to representations and warranties qualified by materiality, in all respects) as of such earlier date; (iv) on a pro forma basisPro Forma Basis (assuming, in the case of Incremental Revolving Joinder); provided thatCommitments, if the primary purpose of that such Incremental Revolving Commitment is to finance a Limited Condition Acquisition Commitments are fully drawn), the Borrower shall be in compliance with each of the covenants set forth in Section 7.11 and the Consolidated Net Leverage Ratio shall not be greater than 0.25:1.00 less than the Consolidated Net Leverage Ratio permitted under Section 8.77.11(a), with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time in each case as of the execution end of the relevant definitive acquisition agreementlatest fiscal quarter for which internal financial statements are available;as of the most recently ended Measurement Period; and (ivv) the Borrower shall make any breakage payments in connection with any adjustment of Revolving Credit Loans pursuant to Section 2.15(d); (vi) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder officer’s certificates and any customary legal opinions or other documents of the type delivered on the Closing Date to the extent reasonably requested by by, and in form and substance reasonably satisfactory to, the Administrative Agent Agent; and. (vii) (x) upon the reasonable request of any Lender made at least seven (7) days prior to the Increase Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least five (5) days prior to the Increase Effective Date and (y) at least five (5) days prior to the Increase Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such transactionLoan Party.

Conditions. The Incremental Revolving Commitment increased or new Commitments shall become effective as of such Revolving Commitment the Increase Effective Date; provided that: (i) the condition representations and warranties of each Loan Party set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth Article V and in the applicable Increase Revolving Joinder); (ii) Each of the representations and warranties made by any each other Loan Party in or pursuant to the Loan Documents Document shall be true and correct in all material respects on and as of such date the Increase Effective Date with the same effect as if though made on and as of such date (date, except (A) to the extent made as of a specific such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; provided, further, that, with respect to any Increase Amendment incurred for purposes of financing a Limited Condition Transaction, only the Specified Representations (and not any other representations or warranties in Article V or any of the other Loan Documents or otherwise) shall be required to be true and correct in all material respects on and as of the Increase Effective Date, except to the extent such specific date and (B) representations and warranties qualified by materiality expressly relate to an earlier date, in which case they shall be true and correct in all respects)material respects as of such earlier date; provided that, if the primary purpose of such Incremental Revolving Commitment that any representation and warranty that is qualified as to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing “materiality,” “Material Adverse Effect” or similar language shall be limited true and correct (after giving effect to the Specified Representations (other than Section 5.19 with respect to the target any qualification therein) in all respects on such Permitted Acquisition and its subsidiaries)respective dates; (iiiii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings Borrowing to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth x) in the applicable case of any Increase Revolving Joinder); provided that, if the primary purpose Amendment incurred for purposes of such Incremental Revolving Commitment is to finance financing a Limited Condition Acquisition permitted under Section 8.7Transaction, with on the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time date of the execution and delivery of the relevant applicable definitive acquisition agreement; andpurchase agreement in connection with such Limited Condition Transaction and (y) in the case of any other Increase Amendment, on the date of the Increase Effective Date; (iii) after giving effect to such Incremental Term Loan Commitments, Incremental Revolving Commitments and Incremental Loans and the application of the proceeds thereof, and assuming that all Incremental Revolving Commitments are borrowed in full, the Borrower shall be in compliance on a Pro Forma Basis with a Total Leverage Ratio equal to the lesser of (x) the financial covenant contained in Section 7.15 for the Test Period then most recently ended for which financial statements have been delivered or are required to have been delivered to the Administrative Agent pursuant to Section 6.01(a) or (b), as the case may be and (y) […***…] (assuming, for purposes of such calculations, that all commitments under any Incremental Facility are fully drawn); (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents certificate of a Responsible Officer certifying compliance with the foregoing conditions; and (v) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (A) customary legal opinions, board resolutions and officers’ certificates (including solvency certificates) consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in connection with any law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (B) reaffirmation agreements and/or such transactionamendments to the Guaranty and the Collateral Documents as may be reasonably requested by the Administrative Agent.

Conditions. The Incremental Revolving Commitment institution of the Add-On Term Loan shall become effective as of such Revolving Commitment Increase Effective Date; provided thatbe subject to the following conditions: (iI) each of the condition conditions set forth in Section 6.2(c) 5.02 shall be satisfied (except as otherwise set forth or waived in accordance with the applicable Increase Revolving Joinder)terms hereof; (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iiiII) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be Add-On Term Loan made on the Revolving Commitment Increase Add-On Term Loan Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided thatDate, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; andany; (ivIII) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction; (IV) any institution of the Add-On Term Loan shall be in a minimum principal amount of $50,000,000 and integral multiples of $10,000,000; (V) an Authorized Officer of the Borrower shall deliver to the Administrative Agent a Compliance Certificate demonstrating that, upon giving effect to the institution of the Add-On Term Loan on a Pro Forma Basis, the Borrower would be in compliance with the Financial Covenants as at the date of the last ended Test Period for which financial statements have been delivered to the Administrative Agent pursuant to Section 7.01(a) or (b), as if such advance of the Add-On Term Loan occurred as of the first day of the relevant Test Period; provided, that, in the case of an Add-On Term Loan subject to the Incremental Funds Certain Provision, at the option of the Borrower, such compliance may be determined at the time the applicable Acquisition Agreement is entered into or at the time of consummation of such Permitted Acquisition; and (VI) the scheduled principal amortization payments under each Add-On Term Loan shall be as set forth in the Add-On Term Loan Joinder Agreement.

Conditions. The Incremental Revolving Commitment shall become effective as issuance, amendment or extension of such Revolving Commitment Increase Effective any Facility Letter of Credit is subject to the satisfaction in full of the following conditions on the Issuance Date; provided that: (i) the condition set forth Borrower shall have delivered to the Issuer at such times and in Section 6.2(c) such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be satisfied (except as otherwise set forth reasonably satisfactory to such Issuer in form and content, provided, however, in the applicable Increase Revolving Joinder)event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) Each as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) The following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) The representations and warranties made by any Loan Party contained in or pursuant to the Loan Documents shall be true and Article IV of this Agreement are correct in all material respects on and as of such date Issuance Date as if though made on and as of such date (Issuance Date except (A) to the extent made as of a specific that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation and or warranty shall be true and is correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)earlier date; (iiib) no No Default or Event of Default shall have has occurred and be is continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided thatissuance, if the primary purpose amendment or extension of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted Facility Letter of Credit; and (c) If applicable under Section 8.77.03, with upon the consent issuance, amendment or extension of only the Revolving Lenders providing requested Facility Letter of Credit on such Incremental Revolving CommitmentIssuance Date, the foregoing aggregate outstanding amount of Borrowing Base Debt shall at not exceed the Borrower’s election instead be tested at the time Borrowing Base as of the execution of the relevant definitive acquisition agreementmost recent Inventory Valuation Date; and (iv) The Issuer and the Borrower Agent shall deliver have received such other approvals, opinions, or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents as either may reasonably requested by the Administrative Agent in connection with any such transactionrequest.

Conditions. The Incremental Revolving Commitment Commitments shall become effective as of such Revolving Commitment the Increase Effective Date; provided that:that (except as otherwise provided in §6.18.7): (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (Ax) to the extent made as that such Incremental Commitments are incurred in connection with a Permitted Acquisition or other similar Investment, no Event of a specific dateDefault under §14.1(a), in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date (b), (g) and (Bh) representations shall have occurred and warranties qualified by materiality shall be true and correct in all respects); provided thatcontinuing or (y) otherwise, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date Date; (ii) (x) to the extent that such Incremental Commitments are incurred in connection with a Permitted Acquisition or other similar Investment, the Specified Representations shall be true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, or (y) otherwise, the representations and warranties contained in §8 and the other Loan Documents shall be true and correct in all material respects on and as otherwise of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this clause (y), the representations and warranties contained in §8.4.1 shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of §9.4; (iii) to the extent that such Incremental Commitments are not incurred in connection with a Permitted Acquisition or other similar Investment, on a pro forma basis (assuming, in the case of Incremental Revolving Loan Commitments, that such Incremental Revolving Loan Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time §11 as of the execution end of the relevant definitive acquisition agreementlatest fiscal quarter for which internal financial statements are available; and (iv) the Borrower Borrowers shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and make any customary legal opinions or other documents reasonably requested by the Administrative Agent breakage payments in connection with any such transactionadjustment of Revolving Loans pursuant to §6.9.

Conditions. The Incremental Revolving Commitment shall become effective as Notwithstanding the provisions of such Revolving Commitment Increase Effective Date; provided thatSection 2(a) hereof: (i) the condition set forth in obligations of the Company to indemnify Indemnitee pursuant to Section 6.2(c2(a) hereof shall be satisfied subject to the condition that the Reviewing Party shall have determined (except as otherwise set forth in a written opinion) which may be a so-called “reasoned opinion” in any case in which Independent Legal Counsel is the applicable Increase Revolving Joinder);Reviewing Party) that Indemnitee would be permitted to be indemnified under the DGCL, and under the Company’s Certificate of Incorporation or By-Laws or this Agreement; and (ii) Each of the representations and warranties made by any Loan Party in or an Expense Advance to indemnitee pursuant to the Loan Documents Section 2(a) hereof shall be true subject to the condition that, if, when and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as that the Reviewing Party is unable to determine that Indemnitee would be permitted to be so indemnified under applicable law, or under the Company’s Certificate of a specific dateIncorporation or By-laws or this Agreement, in which case such representation and warranty the Company shall be true and correct in entitled to reimbursement by Indemnitee (who hereby agrees to reimburse the Company) for all material respects on and as of such specific date and amounts theretofore paid. (B) representations and warranties qualified by materiality If the Reviewing Party is Independent Legal Counsel, such inability to make such determination shall be true and correct in all respects); provided thatdeemed to have occurred if Independent Legal Counsel is unable to provide a written opinion, which may be a so-called “reasoned opinion,” that Indemnitee would be permitted to be so indemnified under applicable law, or under the Company’s Certificate of Incorporation or By-laws or the Agreement.) Indemnitee’s obligation, if any, to reimburse the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing Company for any Expense Advance shall be limited unsecured and no interest shall be charged on such obligation, and the Expense Advance shall be made without any right of the Company to demand from Indemnitee any information or assurances concerning Indemnitee’s ability to repay the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries);Expense Advance; but (iii) no Default or Event of Default No determination under clause (i) above shall have occurred and be continuing or would result from required to the borrowings to be made extent that Indemnitee has been successful on the Revolving Commitment Increase Effective Date (except merits or otherwise in defense of any Claim or as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver any issue or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent issues arising in connection with any such transactionClaim.

Conditions. The Such Incremental Term Loan Commitments and Incremental Revolving Commitment Loan Commitments shall become effective as of such Revolving Commitment Increase Effective Date; provided that: (i) the condition set forth in subject to Section 6.2(c) shall be satisfied 1.06, and (except as otherwise set forth solely in the applicable Increase case of any Incremental Facility (other than any Revolving JoinderCommitment Increase) incurred in connection with a Limited Condition Transaction, Permitted Acquisition or other Investment) unless (other than in the case of an Event of Default under Section 8.01(a); , (iib), (g) Each of or (h)) waived by the representations and warranties made by any Loan Party lenders in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose respect of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with Facility, no Event of Default (or, in the consent case of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations an Incremental Facility (other than Section 5.19 with respect to a Revolving Commitment Increase) the target in such proceeds of which will be used for a Permitted Acquisition and its subsidiaries); (iii) or other Investment, no Default or Event of Default under Section 8.01(a), (b), (g) or (h)) shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of funding or immediately after giving effect thereto; provided that any Limited Condition Transaction remains subject to the execution terms of Section 1.06 hereof; (ii) the proceeds of the relevant definitive acquisition agreement; andIncremental Term Loans and/or Incremental Revolving Loans may be used for working capital needs and other general corporate purposes (including Capital Expenditures, acquisitions and other Investments, working capital and/or purchase price adjustments, Dividends, prepayments of Indebtedness (including Restricted Debt Payments) and related fees and expenses) and for any other purpose not prohibited by the Loan Documents; (iviii) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions amendments to the Loan Documents or other documents reasonably requested by the Administrative Agent or any Incremental Term Loan Lender or Incremental Revolving Loan Lender in connection with any such transaction; (iv) any such Incremental Term Loans shall be in an aggregate amount of at least $5,000,000 and integral multiples of $1,000,000 above such amount (except, in each case, such minimum amount and integral multiples amount shall not apply when the Borrower uses all of the Incremental Term Loan Commitments available at such time); (v) any Incremental Facilities may be (A) secured on a pari passu basis with the Term Loans, (B) secured on a junior basis to the Term Loans, (C) unsecured or (D) secured on non-Collateral and, in the case of clauses (B) (C), and (D) shall be established as a separate facility from the then existing Term Loans or Revolving Loans, as applicable; provided that with respect to any such separate facility to the extent secured by Collateral and in an amount in excess of the greater of $31,350,000 and 27.5% of Consolidated EBITDA, (x) if secured by the Collateral, a Senior Representative validly acting on behalf of the holders of such Incremental Facility shall have become party to an Other Intercreditor Agreement and/or the First Lien/Second Lien Intercreditor Agreement, as applicable (provided, that, in each case, no acknowledgement or counter signature by the Administrative Agent or Collateral Agent shall be required to comply with the requirements of this Section 2.20(b)(v)) or (y) if payment subordinated, shall be subject to a subordination agreement on terms that are reasonably acceptable to the Administrative Agent and the Borrower (provided, that, in each case, no acknowledgement or counter signature by the clause (v)); provided, further, that any Incremental Facility, except to the extent not exceeding the Non-Credit Party Cap, shall (x) have a borrower other than the Borrower or a Guarantor or (y) be guaranteed by any Person unless such Person is a Guarantor which shall have previously or substantially concurrently Guaranteed the Obligations; and (vi) solely if and to the extent required by the lenders providing the applicable Incremental Facility, subject to customary “SunGard” limitations (to the extent agreed to by the lenders providing the applicable Incremental Facility and to the extent the proceeds of the applicable Incremental Facility are being used to finance a Permitted Acquisition or other Investment or in connection with any Limited Condition Transaction with respect to any Revolving Commitment Increase, such limitations shall include a limitation to the Specified Representations and such limitations shall be deemed consented to by the Revolving Lenders), each of the representations and warranties made by any Credit Party set forth in Article III hereof or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date of such credit extension (or, if incurred in connection with a Limited Condition Transaction, the LCT Test Date) with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date.

Conditions. The Incremental Revolving Commitment shall become effective as As a condition to the effectiveness of such Revolving Commitment Increase this Amendment Agreement and the Term Loan B Facility (the "Term Loan B Effective Date; provided that: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing Borrower and CPV shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver deliver, or cause to be delivered a duly to the Agent, the following: (a) (____) executed Increase counterparts of this Amendment Agreement; (b) A fully-executed executed Term Loan B Note payable to each of the undersigned Term Loan B Lenders in the amount of such Lender's Term Loan B Commitment; (c) All items, if any, required to be delivered pursuant to Section 4.4(e) of the Agreement; (d) The Borrower shall have prepaid Revolving Joinder Loans (and paid any customary legal opinions or other documents additional amounts required pursuant to Section 6.5 of the Agreement) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Revolving Commitment Percentage arising from any nonratable increase in the Revolving Credit Commitments pursuant to this Amendment Agreement; (e) Resolutions of the governing bodies of the Borrower and CPV, respectively, authorizing the incurrence of such Discretionary Commitment and authorizing the appropriate officers of each such entity to execute and deliver all documentation reasonably required by the Agent and/or the Lender Party hereto relating to the Discretionary Increase; and (f) An opinion of counsel to each of the Borrower and CPT as to such matters as may be reasonably requested by the Administrative Agent and its counsel in connection with any such transactionDiscretionary Increase.

Conditions. (a) The Incremental Revolving Commitment shall become effective obligation of the Purchasers to each purchase of the Debt is subject to the following conditions being satisfied on or before each Closing Date (as of such Revolving Commitment Increase Effective Date; provided that:defined in the definitive Purchase Agreements): (i) the condition set forth Purchase Agreements described in Section 6.2(c) paragraph 13 shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder)execution form; (ii) Each of the representations Purchasers and warranties made by any Loan Party AIP shall have received at each closing customary closing certificates, schedules, opinions and other closing documents in or pursuant form and substance satisfactory to the Loan Documents shall be true MSAM and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)AIP; (iii) no Default or Event of Default Since December 31, 1996, there shall have occurred and be continuing been no material adverse change or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth any development involving a material adverse change in the applicable Increase Revolving Joinder); provided thatcondition (financial or otherwise) of AIP and its subsidiaries, if taken a whole, or in the primary purpose earnings, business, prospects or operations of such Incremental Revolving Commitment is to finance AIP and its subsidiaries, taken as a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementwhole; and (iv) MSAM shall have completed its due diligence investigation of AIP and its subsidiaries, which investigation shall be in scope, and with results reasonably satisfactory to MSAM, and MSAM shall have been given access to the Borrower management, records, books of account, contracts and properties of AIP and its subsidiaries and shall deliver have received such financial, business and other information regarding AIP and its subsidiaries as it shall have reasonably requested. (b) MSAM covenants that it shall complete its environmental, lease and engineering due diligence on or before May 5, 1997. Upon completion of such due diligence, MSAM shall give written notice to AIP of completion of the due diligence and shall state whether anything they discovered while conducting such due diligence shall cause it to terminate its obligation to acquire the Debt under Paragraph 14(a)(iv) above. (c) Notwithstanding anything contained in this agreement to the contrary, at no time will the Purchasers be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested required to acquire Debt to the extent that such purchase would result in the Purchasers owning, in the aggregate, in excess of 37.8% of AIP's Common Shares outstanding immediately after such purchase, assuming solely the conversion of the Debt owned by the Administrative Agent in connection with any such transactionPurchasers and not on a fully-diluted basis.

Conditions. Section 7.1 Conditions to the Obligations of Parent and Merger Sub. The Incremental Revolving Commitment shall become effective obligations of Parent and Merger Sub to consummate the transactions contemplated hereby are subject to the satisfaction (or waiver by Parent or Merger Sub) as of such Revolving Commitment Increase Effective Date; provided thatthe Closing of the following conditions: (i) the condition set forth representations and warranties made by the Company in Section 6.2(cthis Agreement (other than the Specified Fundamental Representations) shall be satisfied true and correct as of the date hereof and as of the time of the Closing as though made as of such time, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties (other than Specified Fundamental Representations) shall be true and correct on and as of such earlier date (without giving effect to materiality or Company Material Adverse Effect qualifications for purposes of this Section 7.1(a)(i) to prevent an unintended double materiality standard), in each case, except as otherwise set forth in where the applicable Increase Revolving Joinder)failure of such representations and warranties collectively to be true and correct shall not have had a Company Material Adverse Effect; (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents Specified Fundamental Representations shall be true and correct in all material respects on except for de minimis inaccuracies as of the date hereof and as of such date the time of the Closing as if though made on and as of such date (time, except (A) to the extent made as of a specific such Specified Fundamental Representations that expressly relate to an earlier date, in which case such representation and warranty Specified Fundamental Representations shall be true and correct in all respects except for de minimis inaccuracies; (b) The Company shall have performed or complied in all material respects on with all obligations and covenants hereunder required to be performed or complied with by the Company at or prior to the Closing (and all materiality qualifiers in such obligations and covenants shall be disregarded for purposes of this Section 7.1(a)(ii) to prevent an unintended double materiality standard); (c) no Law enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition preventing the Merger shall be in effect; (d) no Company Material Adverse Effect shall have occurred since the date of this Agreement; (e) the waiting period under the HSR Act, if applicable to the Merger, shall have expired or been terminated; (f) the Company shall have delivered to Parent evidence reasonably satisfactory to Parent that either (i) any equityholder vote required pursuant to Section 4.14 was solicited with respect to such Disqualified Individuals that have executed waivers in conformity with Section 280G(b)(5) of the Code and the 280G Approval was obtained, or (ii) the 280G Approval was not obtained and as a consequence, the Waived Parachute Payments shall not be made or provided, as provided in waivers of such specific date those payments and/or benefits that were executed by the Disqualified Individuals in accordance with Section 4.14 and which remain in full force and effect; (g) the Company shall have delivered to Parent each of the following: (i) a certificate executed by an authorized officer of the Company, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.1(a) and Section 7.1(b), have been satisfied; (ii) a certificate executed by an authorized officer of the Company, certifying as of the Closing Date (A) a true and complete copy of the Governing Documents of the Company; (B) representations and warranties qualified by materiality shall be true and correct in all respects)complete copies of the resolutions of the board of directors of the Company authorizing the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated by this Agreement; provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations and (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)C) incumbency matters; (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time certificate of the execution Secretary of State of the relevant definitive acquisition agreement; andState of Delaware certifying the good standing of the Company as of a date within seven days of the Closing Date; (iv) the Borrower shall deliver or cause Estimated Closing Adjustment Statement, prepared and delivered in accordance with Section 1.4(b)(i), and the final Disbursement Schedule, prepared and delivered in accordance with Section 1.2(a); (v) a counterpart to the Escrow Agreement duly executed by the Stockholders’ Representative and the Escrow Agent; (vi) a counterpart to the PPP Escrow Agreement duly executed by the Company and the PPP Escrow Agent; (vii) a FIRPTA certificate that meets the requirements of Treasury Regulation Section 1.1445-2(c)(3) issued by the Company dated as of the Closing Date certifying that the Company is not a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code at any time during the five-year period ending on the Closing Date; (viii) with respect to each item of Funded Debt of the type for which a Payoff Letter is required hereunder to be delivered obtained, (A) a copy of a duly executed Increase Revolving Joinder and any customary legal opinions Payoff Letter, (B) the executed originals of all then outstanding notes or other documents evidencing such Funded Debt (or appropriate loss affidavits and indemnities), and (C) a confirmation reasonably requested satisfactory to Parent of arrangements made to deliver UCC-3 termination statements or other documents evidencing the termination of all Encumbrances held by the Administrative Agent in connection providers with any respect to such transactionitem of Funded Debt; (ix) a copy of the Certificate of Merger duly executed by an authorized officer of the Company; and (x) the Written Consent.

Conditions. The Incremental Revolving Commitment This Agreement shall become effective as of such Revolving Commitment Increase the first date (the “Amendment Effective Date; provided that”) when each of the following conditions shall have been satisfied: (a) the Administrative Agent (or its counsel) shall have received from each Loan Party, the Replacement Term Lenders and the Administrative Agent (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement or a Lender Consent; (b) the Administrative Agent shall have received (i) any required notice of prepayment of Loans pursuant to Section 2.05(1) of the Existing Credit Agreement and (ii) any required notice of borrowing of Replacement Term Loans pursuant to Section 2.02 of the Existing Credit Agreement; provided, in each case, that such notice of prepayment and notice of borrowing shall be delivered in accordance with the time periods specified in Sections 2.05(1) and 2.02, as applicable, of the Existing Credit Agreement or such shorter period as the Administrative Agent may agree; (c) (i) the condition representations and warranties set forth in Section 6.2(c) 5 above shall be satisfied (except true and correct as otherwise set forth in of the applicable Increase Revolving Joinder); Fourth Amendment Effective Date and (ii) Each each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date the Fourth Amendment Effective Date as if made on and as of such date (except (A) to the extent made as of a specific datealready qualified by materiality, in which case case, such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if except to the primary purpose extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such Incremental Revolving Commitment is earlier date (except to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lendersextent already qualified by materiality, then the foregoing in which case, such representations and warranties shall be limited to the Specified Representations (other than Section 5.19 with respect to the target true and correct in such Permitted Acquisition and its subsidiariesall respects); (iiid) no Default or Event of Default shall have occurred and be continuing exist, or would result from this Amendment; (e) the borrowings Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower certifying that the conditions set forth in Sections 6(c) and 6(d) have been satisfied and that none of the Organizational Documents of the Loan Parties previously delivered to be made the Administrative Agent on the Revolving Commitment Increase Amendment Effective Date have been amended, modified, repealed, revoked or rescinded since the Amendment Effective Date (except June 15, 2017), and each remains in full force and effect as otherwise set forth of the date hereof (or, if any such Organizational Document has been so amended or modified, attaching such amended or modified Organizational Document); (f) the Administrative Agent shall have received certificates of good standing from the secretary of state of the state of organization of each Loan Party (to the extent such concept exists in such jurisdiction); (g) the Administrative Agent shall have received a solvency certificate from a Financial Officer of the Borrower (after giving effect to this Amendment) substantially in the applicable Increase Revolving Joinder); provided thatform of Exhibit I attached to the Existing Credit Agreement; (h) the Administrative Agent and the Repricing Arrangers (as defined below) shall have received a duly executed letter of direction from the Borrower addressed to Administrative Agent and the Repricing Arrangers, if directing the primary purpose disbursement on the Amendment Effective Date of the proceeds of the Replacement Term Loans made on such Incremental Revolving Commitment is date; (i) the Administrative Agent shall have received a customary legal opinion from Winston & ▇▇▇▇▇▇ LLP, counsel to finance the Loan Parties; (j) the payment of the Term Loan Repayment Amount by the Borrower to the Administrative Agent for the accounts of the existing Term Lenders, as a Limited Condition Acquisition permitted under Section 8.7voluntary prepayment in full of the Loans outstanding on the Fourth Amendment Effective Date, shall occur substantially simultaneously with the consent Borrowing of only the Revolving Lenders providing such Incremental Revolving CommitmentReplacement Term Loans; (k) the Borrower shall have paid to Lenders, the foregoing shall at Administrative Agent and the Borrower’s election instead be tested at Repricing Arrangers the time fees payable on the Fourth Amendment Effective Date referred to in the Engagement Letter, dated June 15, 2018 (the “Engagement Letter”), by and among JPMorgan Chase Bank, N.A. (“JPMorgan”) and the Borrower and all expenses payable pursuant to Section 10.04 of the execution Amended Credit Agreement or pursuant any other letter agreement with the Repricing Arrangers which have accrued to or are otherwise payable on the Fourth Amendment Effective Date (including reasonable and documented fees, disbursements and other charges of counsel), in each case to the relevant definitive acquisition agreementextent the Borrower has received invoices therefor at least three Business Days prior to the Fourth Amendment Effective Date; and (ivl) (i) the Administrative Agent shall have received at least three (3) Business Days prior to the Fourth Amendment Effective Date all documentation and other information in respect of the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested in writing by it no later than five (5) Business Days prior to the Fourth Amendment Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three (3) Business Days prior to the Fourth Amendment Effective Date, any Lender that has requested, in a written notice to the Borrower no later than five (5) Business Days prior to the Fourth Amendment Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall deliver or cause have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionsatisfied).

Conditions. (a) The Incremental Revolving Commitment satisfaction or waiver by the Underwriters of all conditions precedent to the closing of the purchase and sale of the Firm Shares under the Underwriting Agreement shall become effective be conditions precedent to the obligation of FBR to purchase and pay for the Shares hereunder. The following shall also be conditions precedent to the obligation of FBR to purchase and pay for the Shares: (i) The representations and warranties made by the Company in Section 4 below shall be true and correct as of the Closing Date, provided that this clause (i) shall not apply to the extent that any truth or accuracy of a representation and warranty in Section 4 below is also a condition precedent to the obligations of the Underwriters under the Underwriting Agreement and such Revolving Commitment Increase Effective Date; condition precedent has been waived by the Underwriters. (ii) The Company and each other party indicated in the signature blocks thereto shall have executed and delivered a Third Amended and Restated Registration Rights Agreement, substantially in the form set forth in Annex A hereto (the "Registration Rights Agreement"), and the Shares shall constitute "Registrable Securities" as defined in the Registration Rights Agreement. (iii) FBR shall have received legal opinions of Fried, Frank, Harris, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ("FFHSJ"), and ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP ("SAB"), special counsel to the Company, in each case in form and substance reasonably satisfactory to FBR, to the effect set forth in clauses (ii), (iii) and (iv) of Section 4(a) below (it being understood that the opinion of SAB shall be limited to certain matters arising under the Investment Company Act of 1940 and that the opinion of FFHSJ need not express an opinion with respect to such matters, in each case to an extent consistent with the respective opinions of such counsel contemplated to be provided thatto the Underwriters pursuant to the Underwriting Agreement). (b) The following shall be conditions precedent to the obligation of the Company to issue and sell the Shares to FBR: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each of the representations and warranties made by any Loan Party FBR in or pursuant to the Loan Documents Section 4(b) below shall be true and correct in all material respects on and as of such date as if made on the Closing Date. (ii) FBR shall have executed and as of such date (except (A) delivered a "lock-up" agreement relating to the extent made as of a specific date, Shares substantially in which case such representation and warranty shall be true and correct the form set forth in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries);Annex B hereto. (iii) no Default or Event of Default FFHSJ shall have occurred received a legal opinion of counsel of Friedman, Billings, ▇▇▇▇▇▇ & Co., Inc. (or such other counsel as FFHSJ may approve), in form and be continuing or would result from substance reasonably satisfactory to FFHSJ , to the borrowings effect that FBR is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, together with permission for FFHSJ to be made rely on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose such opinion for purposes of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time delivery of the execution of the relevant definitive acquisition agreement; and (ivopinion contemplated by Section 3(a)(iii) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionabove.

Conditions. The No Incremental Revolving Commitment Commitments shall become effective as of such Revolving Commitment Increase the Incremental Effective Date; provided thatDate unless: (i) each of the condition conditions set forth in Section 6.2(c) 4.02 shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder)satisfied; (ii) Each except as set forth in Section 1.10 in the case of the representations and warranties made by any Loan Party Incremental Commitments in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance connection with a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving LendersConditionality Acquisition, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Incremental Effective Date Date; (iii) except as otherwise set forth in Section 1.10 in the applicable Increase case of Incremental Commitments in connection with a Limited Conditionality Acquisition, the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Incremental Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01; (iv) except as set forth in Section 1.10 in the case of Incremental Commitments in connection with a Limited Conditionality Acquisition, on a Pro Forma Basis (assuming, in the case of Incremental Revolving Joinder); provided thatCredit Commitments, if the primary purpose of that such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7Credit Commitments are fully drawn), the Borrower shall be in compliance with the consent financial covenants set forth in Section 7.12 as of only the Revolving Lenders providing such Incremental Revolving Commitmentend of the latest fiscal quarter for which internal financial statements are available; (v) to the extent required by Section 3.05, the foregoing Borrower shall at the Borrower’s election instead be tested at the time make any breakage payments in connection with any adjustment of the execution of the relevant definitive acquisition agreementRevolving Credit Loans pursuant to Section 2.14(d); and (ivvi) as a condition precedent to each Incremental Commitment, the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder officer’s certificates, Organization Documents and any customary legal opinions or other documents of the type delivered on the Closing Date, in each case, to the extent reasonably requested by by, and in form and substance reasonably satisfactory to, the Administrative Agent and the Lenders providing such Incremental Commitment if such Incremental Commitment is being provided in connection with a Limited Conditionality Acquisition, such certificate shall provide that the above requirements were satisfied in accordance with Section 1.10; and (vii) (x) upon the reasonable request of any Lender providing the relevant Incremental Commitment, the Borrower shall have provided to such transactionLender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, and (y) any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party.

Conditions. The Any Incremental Revolving Commitment Commitments shall become effective as of such Revolving Commitment the applicable Increase Effective Date; provided that: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each of the all representations and warranties made by any Loan Party contained in or pursuant to this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of such date Increase Effective Date (both before and after giving effect thereto and, in the case of each Borrowing of Term Loans pursuant to Incremental Commitments, the application of proceeds therefrom) with the same effect as if made on and as of such date (except (A) to the extent made as of a specific datesuch representations and warranties expressly relate to an earlier date and in such case, in which case such representation representations and warranty warranties shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties date; provided that any representation or warranty that is qualified by materiality materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects); provided that, if as though made on and as of the primary purpose applicable date, before and after giving effect to such Borrowing of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)Term Loans; (iiiii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings Borrowings to be made on the Revolving Commitment such Increase Effective Date (except Date; provided, for the avoidance of doubt, that no Default or Event of Default in respect of Section 6.03 shall have occurred and be continuing nor result from the making of such Borrowing on and as otherwise set forth in of the applicable Increase Revolving Joinder); provided thatEffective Date, if without giving effect to any Asset Coverage Ratio Cure Period; (iii) after giving effect to the primary purpose incurrence of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving CommitmentCommitments, the foregoing Aggregate Exposure with respect to all Lenders shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementnot exceed $4,000,000,000; and (iv) the Borrower shall deliver or cause to be delivered a have duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by delivered to the Administrative Agent a Mortgage Supplement to the Long Form Mortgage and/or other Collateral Documents granting first #10384414v15 priority Liens and security interests in any additional Pool Assets required to maintain compliance with Section 6.03 (subject to Liens permitted under Section 6.01(a)) in favor of the Administrative Agent, for the benefit of the Lenders, and shall have caused any such Mortgage Supplement to be filed with the FAA in order to perfect the Liens on such additional Pool Assets in the form of Aircraft, and evidence of such filing will be provided to the Administrative Agent promptly after being made available by the FAA and no later than 5 business days after the applicable Increase Effective Date (or such longer period that is reasonably acceptable to the Administrative Agent) the Borrower shall register the International Interest in connection with any such transactionthe applicable Short Form Mortgage with the International Registry.

Conditions. The No Incremental Revolving Commitment Facility shall become effective as of under this Section 2.01(c) unless, immediately after giving pro forma effect to such Revolving Commitment Increase Effective Date; provided that: Incremental Facility, the Loans to be made thereunder (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth and assuming, in the applicable Increase case of an Incremental Revolving Joinder); (ii) Each of Credit Commitment, that the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose entire amount of such Incremental Revolving Credit Commitment is to finance funded and that the cash proceeds of such Incremental Facility are not netted), and the application of the proceeds therefrom: (A) no Event of Default shall exist; provided, that in respect of a Limited Condition Acquisition permitted under Section 8.7 with Acquisition, at the consent of only the Revolving LendersBorrower’s election, then the foregoing shall condition may be limited satisfied to the Specified Representations extent that (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii1) no Default or Event of Default shall have occurred and be continuing or would result from as of the borrowings date that the definitive agreements for such Limited Condition Acquisition are entered into and (2) no Specified Event of Default shall have occurred and be continuing immediately prior and after giving effect to be made on such Limited Condition Acquisition, (B) [reserved], (C) the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose proceeds of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition Facility shall be used for general corporate purposes, including, without limitation, for Investments permitted by this Agreement, general working capital, Consolidated Capital Expenditures, Permitted Acquisitions, IP Acquisitions and Restricted Payments permitted under Section 8.7this Agreement, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (ivD) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower on or prior to the proposed date of such incurrence certifying as to the foregoing and attaching financial statements and reasonably detailed supporting calculations, in connection form reasonably satisfactory to the Administrative Agent, to evidence compliance with any such transactionthis Section 2.01(c).

Conditions. The Incremental Revolving Commitment Commitments shall become effective as of the date determined by the applicable Borrower and the Administrative Agent to be the effective date (each such Revolving Commitment date, an “Increase Effective Date”); provided that: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date Date; provided that in the case of a Limited Condition Transaction, no Default or Event of Default under Section 8.01(a) or Section 8.01(f) shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (ii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as otherwise of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01; provided that in the case of a Limited Condition Transaction, the relevant Lenders may agree that only customary “specified representations” shall be required to be true and correct in all material respects on and as of the Increase Effective Date. (iii) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in pro forma compliance with each of the covenants set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time 7.11 as of the execution end of the relevant definitive acquisition agreementlatest fiscal quarter for which financial statements have been or are required to be furnished pursuant to subsection (a) or (b) of Section 6.01; and (iv) the applicable Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder officer’s certificates and any customary legal opinions or other documents of the type delivered on the Original Closing Date to the extent reasonably requested by by, and in form and substance reasonably satisfactory to, the Administrative Agent in connection with any such transactionAgent.

Conditions. The Incremental Revolving Commitment increased or new Commitments shall become effective effective, as of such Revolving Commitment Increase Effective Date; provided that: (i) each of the condition conditions set forth in Section 6.2(c) 4.02 shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder)satisfied; (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date; (iii) after giving pro forma effect to the borrowings to be made on the Increase Effective Date (except and to any change in Consolidated EBITDA and any increase in Indebtedness resulting from the consummation of any Permitted Acquisition or other Investment or application of funds made with the proceeds of such borrowings, the Borrowers shall, as otherwise of such date, be in compliance with the covenant set forth in Section 6.10, to the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; andextent applicable; (iv) the Borrower Borrowers shall make any payments required pursuant to Section 2.12 or Section 2.13 in connection with any adjustment of Revolving Loans pursuant to Section 2.23(d); (v) the Borrowers shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction; (vi) any such increase, and the incurrence of Indebtedness pursuant thereto, shall be permitted by the Intercreditor Agreement; (vii) if any Loan Party or any of its Subsidiaries owns or will acquire any Margin Stock, Borrowers shall deliver to each Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender and each Issuing Bank), duly executed and delivered by the Borrowers, together with such other documentation as each Agent shall reasonably request, in order to enable each Agent, the Lenders, and the Issuing Banks to comply with any of the requirements under Regulation T, Regulation U or Regulation X; and 1160299.01-CHISR1160299.03H-CHISR02A - MSW (viii) any such increase shall be permitted under the Senior Note Documents and any other then existing Indebtedness of the Loan Parties and their Subsidiaries and any such increase shall not give rise to the obligation of any Loan Party or any of its Subsidiaries under the terms of the Senior Note Documents or such other Indebtedness to grant any Lien to secure such Senior Note Documents or other existing Indebtedness (other than any obligation to provide or confirm the security granted under the Term Loan Documents in accordance with the Intercreditor Agreement).

Conditions. The Incremental Revolving Commitment increased or new Commitments shall become effective effective, as of such Revolving Commitment Increase Effective Date; provided that: (i) each of the condition conditions set forth in Section 6.2(c4.02 (other than Section 4.02(a)) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder)satisfied; (ii) Each of the representations and warranties made by any Loan Party in or pursuant after giving pro forma effect to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date and to any change in Consolidated EBITDA and any increase in Indebtedness resulting from the consummation of any Permitted Acquisition concurrently with such borrowings as of the date of the most recent financial statements delivered pursuant to Section 5.01(a) or (except as otherwise b), Borrower shall be in compliance with each of the covenants set forth in Section 6.09 and the applicable Increase First-Lien Leverage Ratio shall not be greater than 2.25:1.00; (iii) Borrower shall make any payments required pursuant to Section 2.13 in connection with any adjustment of Revolving JoinderLoans pursuant to Section 2.20(d); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction; provided, further, that to the extent the proceeds of such borrowings are used to finance all or a portion of the purchase price of a Permitted Acquisition, the conditions set forth in clauses (i) (regarding Section 4.02(b) only) and (ii) above shall only apply at the earlier of (A) the time the definitive agreements with respect to such Permitted Acquisition are executed and delivered (and on the date of effectiveness of any amendments thereto that effect an increase of more than 5% in the cash portion, if any, of the purchase price thereunder) and (B) the consummation of such Permitted Acquisition.

Conditions. The Such Incremental Revolving Commitment Term Loan Commitments shall become effective effective, as of such Revolving Commitment Increase Effective Date; provided that: (i) each of the condition conditions set forth in Section 6.2(c) 4.03 shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder)satisfied; (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date; (iii) the aggregate amount of all Incremental Term Loans permitted to be made pursuant to such Incremental Term Loan Commitments shall not exceed the sum of (A) $300,000,000 (or the Dollar Equivalent thereof in other Alternative Currencies) plus (B) an additional unlimited amount so long as, after giving effect to the borrowings to be made on the Increase Effective Date and to the consummation of any Permitted Acquisition or other Investment or application of funds made with the proceeds of such borrowings, on a Pro Forma Basis, the Senior Secured Net Leverage Ratio at such date is not greater than 3.00 to 1.0 (except as otherwise set forth provided that in calculating the Senior Secured Net Leverage Ratio, the proceeds of Incremental Term Loans shall be excluded from Unrestricted Cash) (it being understood that the Designated Company may elect to utilize amounts under either clause (A) or (B) (to the extent compliant therewith), and may use clause (B) (to the extent compliant therewith) prior to utilization of amounts under clause (A) in the applicable Increase Revolving Joindercase of a concurrent use); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and; (iv) the Borrower Loan Parties shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction; and (v) immediately after giving effect to all Incremental Term Loans permitted to be made pursuant to such Incremental Term Loan Commitments, the Designated Company shall be in compliance, on a Pro Forma Basis, with the Financial Performance Covenant (provided that in calculating the Senior Secured Net Leverage Ratio, the proceeds of Incremental Term Loans shall be excluded from Unrestricted Cash), and the Designated Company shall have delivered to the Administrative Agent a 972172.01-CHISR01A - MSW certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance; provided, further that if the proceeds of any Incremental Term Loans are being used to finance an Acquisition that is not conditioned on the obtaining of any financing, then, except to the extent otherwise required by the Lenders or Additional Lenders making such Incremental Term Loans, (x) the representations and warranties referred to in Section 4.03(c) shall be limited to those contained in Sections 3.01, 3.02, 3.03(b), 3.03(c), 3.10, 3.11, 3.12, 3.16, 3.20, 3.22 and 3.24, and 3.28 and (y) the Defaults referred to in Section 4.03(b) and Section 2.23(b)(ii) shall be limited to Significant Events of Default.

Conditions. The Such Incremental Term Loan Commitments and Incremental Revolving Commitment Loan Commitments shall become effective as of such Revolving Commitment Increase Effective Date; provided that: (i) the condition set forth in subject to Section 6.2(c) shall be satisfied 1.06, and (except as otherwise set forth solely in the applicable Increase case of any Incremental Facility (other than any Revolving JoinderCommitment Increase) incurred in connection with a Limited Condition Transaction) unless (other than in the case of an Event of Default under Section 8.01(a); , (iib), (g) Each of or (h)) waived by the representations and warranties made by any Loan Party lenders in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose respect of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with Facility, no Event of Default (or, in the consent case of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations an Incremental Facility (other than Section 5.19 with respect to a Revolving Commitment Increase) the target in such proceeds of which will be used for a Permitted Acquisition and its subsidiaries); (iii) or other Investment or Limited Condition Transaction, no Default or Event of Default under Section 8.01(a), (b), (g) or (h)) shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of funding or immediately after giving effect thereto; provided that any Limited Condition Transaction remains subject to the execution terms of Section 1.06 hereof; (ii) the proceeds of the relevant definitive acquisition agreement; andIncremental Term Loans and/or Incremental Revolving Loans may be used for working capital needs and other general corporate purposes (including Capital Expenditures, acquisitions and other Investments, working capital and/or purchase price adjustments, Dividends, prepayments of Indebtedness (including Restricted Debt Payments) and related fees and expenses) and for any other purpose not prohibited by the Loan Documents; (iviii) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions amendments to the Loan Documents or other documents reasonably requested by the Administrative Agent or any Incremental Term Loan Lender or Incremental Revolving Loan Lender in connection with any such transaction; (iv) any such Incremental Term Loans shall be in an aggregate amount of at least $5,000,000 and integral multiples of $1,000,000 above such amount (except, in each case, such minimum amount and integral multiples amount shall not apply when the Borrower uses all of the Incremental Term Loan Commitments available at such time); (v) any Incremental Facilities may be (A) secured on a pari passu basis with the Term Loans, (B) secured on a junior basis to the Term Loans, (C) unsecured or (D) secured on non-Collateral and, in the case of clauses (B) (C), and (D) shall be established as a separate facility from the then existing Term Loans or Revolving Loans, as applicable; provided that with respect to any such separate facility to the extent secured by Collateral and in an aggregate amount in excess of the greater of $8,250,000 and 27.5% of Consolidated EBITDA, (x) if secured by the Collateral, a Senior Representative validly acting on behalf of the holders of such Incremental Facility shall have become party to an Other Intercreditor Agreement and/or the First Lien/Second Lien Intercreditor Agreement, as applicable (provided, that, in each case, no acknowledgement or counter signature by the Administrative Agent or Collateral Agent shall be required to comply with the requirements of this Section 2.20(b)(v)) or (y) if payment subordinated, shall be subject to a subordination agreement on terms that are reasonably acceptable to the Administrative Agent and the Borrower (provided, that, in each case, no acknowledgement or countersignature by the Administrative Agent or Collateral Agent shall be required to comply with the requirements of this Section 2.20(b)(v)); provided, further, that no Incremental Facility shall (x) have a borrower other than the Borrower or (y) be guaranteed by any Person unless such Person is a Guarantor which shall have previously or substantially concurrently Guaranteed the Obligations; and (vi) solely if and to the extent required by the lenders providing the applicable Incremental Facility, subject to customary “SunGard” limitations (to the extent agreed to by the lenders providing the applicable Incremental Facility and to the extent the proceeds of the applicable Incremental Facility are being used to finance a Permitted Acquisition or other Investment or in connection with any Limited Condition Transaction (and such limitations shall include a limitation to the Specified Representations)), each of the representations and warranties made by any Credit Party set forth in Article III hereof or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date of such credit extension (or, if incurred in connection with a Limited Condition Transaction, the LCT Test Date) with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date.

Conditions. The Such Incremental Revolving Commitment Term Loan Commitments shall become effective effective, as of such Revolving Commitment Increase Effective Date; provided that: (i) each of the condition conditions set forth in Section 6.2(c) 4.03 shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder)satisfied; (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date; (iii) the aggregate amount of all Incremental Term Loans permitted to be made pursuant to such Incremental Term Loan Commitments shall not exceed the sum of (A) $300,000,000 (or the Dollar Equivalent thereof in other Alternative Currencies) plus (B) an additional unlimited amount so long as, after giving effect to the borrowings to be made on the Increase Effective Date and to the consummation of any Permitted Acquisition or other Investment or 1060441.101066947.03-CHISR01A - MSW application of funds made with the proceeds of such borrowings, on a Pro Forma Basis, the Senior Secured Net Leverage Ratio at such date is not greater than 3.00 to 1.0 (except as otherwise set forth provided that in calculating the Senior Secured Net Leverage Ratio, the proceeds of Incremental Term Loans shall be excluded from Unrestricted Cash) (it being understood that the Designated Company may elect to utilize amounts under either clause (A) or (B) (to the extent compliant therewith), and may use clause (B) (to the extent compliant therewith) prior to utilization of amounts under clause (A) in the applicable Increase Revolving Joindercase of a concurrent use); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and; (iv) the Borrower Loan Parties shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction; and (v) immediately after giving effect to all Incremental Term Loans permitted to be made pursuant to such Incremental Term Loan Commitments, the Designated Company shall be in compliance, on a Pro Forma Basis, with the Financial Performance Covenant (provided that in calculating the Senior Secured Net Leverage Ratio, the proceeds of Incremental Term Loans shall be excluded from Unrestricted Cash), and the Designated Company shall have delivered to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance; provided, further that if the proceeds of any Incremental Term Loans are being used to finance an Acquisition that is not conditioned on the obtaining of any financing, then, except to the extent otherwise required by the Lenders or Additional Lenders making such Incremental Term Loans, (x) the representations and warranties referred to in Section 4.03(c) shall be limited to those contained in Sections 3.01, 3.02, 3.03(b), 3.03(c), 3.10, 3.11, 3.12, 3.16, 3.20, 3.22 and 3.24, and 3.28 and (y) the Defaults referred to in Section 4.03(b) and Section 2.23(b)(ii) shall be limited to Significant Events of Default.

Conditions. The Such Incremental Term Loan Commitments and Incremental Revolving Commitment Loan Commitments shall become effective effective, as of such Revolving Commitment Increase Effective Date; provided that: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of such request or immediately after giving effect thereto; provided, that, solely with respect to any Incremental Facilities incurred in connection with a Limited Condition Acquisition, the execution foregoing condition shall not be required to be satisfied and instead no Default or Event of Default shall exist at the time the definitive documentation for such Limited Condition Acquisition is executed; (ii) the proceeds of the relevant definitive acquisition agreement; andIncremental Term Loans and/or Incremental Revolving Loans shall be used in accordance with Section 3.11 and Section 5.08; (iviii) the Borrower Agent shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions amendments to the Loan Documents or other documents reasonably requested by the Administrative Agent or any Incremental Term Loan Lender or Incremental Revolving Loan Lender in connection with any such transaction; (iv) any such Incremental Term Loans shall be in an aggregate amount of at least $5,000,000 and integral multiples of $1,000,000 above such amount (except, in each case, such minimum amount and integral multiples amount shall not apply when Borrowers use all of the Incremental Term Loan Commitments available at such time); and (v) subject to customary “Sungard” limitations (to the extent agreed to by the Lenders providing the Incremental Facility and to the extent the proceeds of any Incremental Facility are being used to finance a Limited Condition Acquisition), each of the representations and warranties made by any Credit Party set forth in Article III hereof or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date in which case such representations and warranties shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date.

Conditions. The Each Incremental Revolving Commitment Facility shall become effective effective, as of such Revolving Commitment Increase Effective Date; provided that: (i) subject to the condition last proviso of this Section 2.22(b), each of the conditions set forth in Section 6.2(c) 4.02 shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder)satisfied; (ii) Each of the representations and warranties made by Borrower shall make any Loan Party in or payments required pursuant to the Loan Documents shall be true and correct Section 2.13 in all material respects on and as connection with any adjustment of such date as if made on and as of such date (except (A) Revolving Loans pursuant to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respectsSection 2.22(d); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries);and (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionIncremental Facility; provided, further that, to the extent the proceeds of any Incremental Facility are used to finance all or a portion of the purchase price of a Permitted Acquisition whose consummation is not conditioned on the availability of, or on obtaining, third party financing (any such Permitted Acquisition, a “Limited Condition Acquisition”), and Borrower has obtained commitments from lenders to fund such Incremental Facility (such commitments for such Incremental Facility, the “Incremental Financing Commitments”), then (1) if and to the extent the lenders providing the Incremental Financing Commitments for such Incremental Facility so agree, (x) the condition set forth in Section 4.02(c) shall be limited such that the only representations and warranties the accuracy of which shall be a condition to the availability of such Incremental Facility shall be (I) the Specified Representations, and (II) such representations and warranties under the definitive documentation for such Limited Condition Acquisition as entitle the applicable Loan Party and/or the applicable Subsidiary to terminate its obligations under such definitive documentation or decline to consummate such Limited Condition Acquisition, in each case, without paying any penalty or compensation to any party or incurring liability for breach if such representations and warranties fail to be true and correct, and (y) the condition set forth in Section 4.02(b) shall mean (I) no Default shall have occurred and be continuing at the time of execution of the definitive documentation for such Limited Condition Acquisition, and (II) no Specified Event of Default shall have occurred and be continuing at the time of the funding of such Incremental Facility in connection with the consummation of such Limited Condition Acquisition, and (2) for purposes of determining whether the conditions set forth in clause (b)(ii) above have been satisfied in connection with such Limited Condition Acquisition, upon an LCA Election, the date of determination of whether any such condition has been satisfied shall be deemed to be the LCA Test Date, and if, for such Limited Condition Acquisition, such condition would have been satisfied on the relevant LCA Test Date, such condition shall be deemed to have been satisfied.