Common use of New Lenders Clause in Contracts

New Lenders. Each of the Persons executing this Amendment as a “Lender” that was not a Lender under the Existing Credit Agreement immediately prior to the Replacement Facilities Effective Date hereby (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to become a Lender, (iii) from and after the Replacement Facilities Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

New Lenders. (a) Each of the Persons executing this Amendment as a “Lender” that was not a New Lender under the Existing Credit Agreement immediately prior to the Replacement Facilities Effective Date hereby (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment Incremental Joinder Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies meets the requirements, if any, specified in requirements to be an assignee under Section 11.06(b)(v) of the Credit Agreement that are required to be satisfied by it in order to become a LenderAgreement, (iii) from and after the Replacement Facilities Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.1 6.01 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Amendment and to become a Lender on the basis of which Incremental Joinder Agreement, (iv) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Incremental Joinder Agreement, (v) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such New Lender, and (vi) such New Lender is not and will not be (A) an employee benefit plan subject to Title I of ERISA, (B) a plan or account subject to Section 4975 of the Internal Revenue Code, (C) an entity deemed to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Internal Revenue Code, or (D) a “governmental plan” within the meaning of ERISA.; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

New Lenders. Each New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the Persons executing this Amendment Credit Agreement as a “Lender” that was not a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreement as amended hereby, to the same extent as if such New Lender were an original signatory thereto. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Existing Credit Agreement immediately prior as amended hereby as are delegated to the Replacement Facilities Effective Date hereby (a) Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender represents and warrants that (ia) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and Sixth Amendment, to consummate the transactions contemplated hereby and to become a party to, and a Lender under the Credit Agreementunder, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to become a Lender, (iii) from and after the Replacement Facilities Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunderamended hereby, (ivb) it has received a copy of the Credit Agreement, together with Agreement and copies of the most recent financial statements delivered pursuant to Section 6.1 8.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Sixth Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (iic) from and after the Sixth Amendment Effective Date, it will perform in accordance with their terms all shall be a party to and be bound by the provisions of the obligations which by Credit Agreement as amended hereby and the terms of the other Loan Documents and have the rights and obligations of a Lender thereunder. If the Subject Acquisition Closing Date does not occur, and the conditions set forth in Section 5 hereof are required not satisfied, in each case, on or prior to October 31, 2013, any New Lender with a Maximum Credit Amount of $0.00 shall automatically cease to be performed by it a Lender for all purposes under the Credit Agreement and the other Loan Documents as a Lenderof November 1, 2013.

New Lenders. Each By its execution of this Amendment, each Lender other than an Existing Lender that is providing any portion of the Persons executing Facilities after giving effect to this Amendment (each a “New Lender”) hereby confirms and agrees that, on and after the Amendment Effective Date, it shall be a party to the Credit Agreement as a “Lender” that was not , shall have all of the rights and be obligated to perform all of the obligations of a Lender under the Existing Credit Agreement immediately prior thereunder and its Loans and Commitments to the Replacement Facilities Effective Date hereby shall be as set forth on the revised Schedule 2.01 attached as Annex II hereto (or, with respect to the Term B Facility, maintained with the Administrative Agent). Each New Lender severally, and not jointly, further (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in meets all requirements of an Eligible Assignee under the Credit Agreement that are required to be satisfied by it in order to become a LenderAgreement, (iii) from and after the Replacement Facilities Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, and (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.1 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to become a Lender the Credit Agreement on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or Agent, any other Lender, agent or arranger; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent Agent, or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which that by the terms of the Loan Documents are required to be performed by it as a Lender.

New Lenders. Each New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the Persons executing this Amendment Credit Agreement as amended hereby as a “Lender” that was not a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreement as amended hereby, to the same extent as if such New Lender were an original signatory thereto. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Existing Credit Agreement immediately prior as amended hereby as are delegated to the Replacement Facilities Effective Date hereby (a) Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender represents and warrants that (ia) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and Eleventh Amendment, to consummate the transactions contemplated hereby and to become a party to, and a Lender under the Credit Agreementunder, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to become a Lender, (iii) from and after the Replacement Facilities Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunderamended hereby, (ivb) it has received a copy of the Credit Agreement, together with Agreement and copies of the most recent financial statements delivered pursuant to Section 6.1 8.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Eleventh Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (iic) from and after the Eleventh Amendment Effective Date, it will perform in accordance with their terms all shall be a party to and be bound by the provisions of the obligations which by Credit Agreement as amended hereby and the terms of the other Loan Documents are required to be performed by it as and have the rights and obligations of a LenderLender thereunder.

New Lenders. Each of the Persons executing this Amendment as a “Lender” that was not a New Lender under the Existing Credit Agreement immediately prior to the Replacement Facilities Effective Date hereby (a) represents and warrants to the Existing Lenders, the Administrative Agent and the Collateral Agent that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies meets all the requirements, if any, specified in the Credit Agreement that are required requirements to be satisfied by it in order to become a Lenderan Eligible Assignee, (iii) from and after the Replacement Facilities Effective Syndication Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and and, to the extent of the relevant Assigned Interest assigned to it, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, together with and has received or has been given the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.1 6.01 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Amendment Agreement and to become a Lender on the basis of which purchase such Assigned Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other Lender or Secured Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, and (vii) if it is a Foreign Lender, it has delivered, or will, within the period required under the Credit Agreement, deliver to the Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such New Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent Agent, any Existing Lender or any other LenderLender or Secured Party, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

New Lenders. Each of the Persons executing this Amendment as Additional Revolving Commitment Lender that is not a Revolving Lender and each Additional Term Lender that is not a Term Lender (each, a “New Lender” that was not a Lender under the Existing Credit Agreement ”) immediately prior to giving effect to the Replacement Facilities Incremental Effective Date hereby (a) represents and warrants acknowledges that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to become a Lender, (iii) from and after the Replacement Facilities Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Amended Credit AgreementAgreement and the Schedules and Exhibits thereto, together with copies of the most recent financial statements delivered by the Company pursuant to Section 6.1 thereof, as applicablethe Amended Credit Agreement, and such other documents and information as it has deemed appropriate to make its own credit and legal analysis and decision to enter into this Amendment and to become a Lender on under the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other LenderAmended Credit Agreement; and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent or any other Lender, Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit and legal decisions in taking or not taking action under the Loan DocumentsAmended Credit Agreement. Each New Lender represents and warrants that (a) it is duly organized and existing and it has full power and authority to take, and has taken, all action necessary to execute and deliver this Agreement and to become a Lender under the Amended Credit Agreement; and (iib) it will perform no notices to, or consents, authorizations or approvals of, any Person are required (other than any already given or obtained) for its due execution and delivery of this Agreement and the performance of its obligations as a Lender under the Amended Credit Agreement. Furthermore, each New Lender agrees to execute and deliver such other instruments, and take such other actions, as the Administrative Agent may reasonably request in accordance connection with their terms all of the obligations which transactions contemplated by this Agreement, including that each New Lender shall promptly execute and deliver Annex I to the Administrative Agent. Each New Lender by its signature to this Agreement acknowledges and agrees that, on the date hereof, each such New Lender shall be bound by the terms of the Loan Documents are required Amended Credit Agreement as fully and to be performed by it the same extent as a Lenderif such New Lender were an original Lender under the Amended Credit Agreement.

New Lenders. Each of the Persons executing this Amendment as a “Lender” that was not a New Lender under the Existing Credit Agreement immediately prior to the Replacement Facilities Effective Date hereby (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement confirms that are required to be satisfied by it in order to become a Lender, (iii) from and after the Replacement Facilities Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Existing Credit AgreementAgreement and the other Credit Documents and the exhibits and schedules thereto, together with copies of the most recent financial statements delivered pursuant referred to Section 6.1 thereof, as applicable, therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other LenderCredit Agreement; and (bii) agrees that (i) it will, independently and without reliance upon the Term Administrative Agent, the lead arrangers and bookrunners noted on the Administrative Agent cover page hereof (the “Lead Arrangers”) or any other Lender, Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan DocumentsCredit Agreement; (iii) appoints and authorizes the Term Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Term Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iiiv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents Credit Agreement are required to be performed by it as a Lender, as the case may be, in each case, in accordance with the terms thereof as set forth in the Credit Agreement. Each New Lender acknowledges and agrees that it shall become a “Tranche B-3 Term Loan Lender” and a “Term Loan Lender” under, and for all purposes of, the Credit Agreement and the other Credit Documents, and shall be subject to and bound by the terms thereof, and shall have all rights of a “Tranche B-3 Term Loan Lender” and a “Term Loan Lender” thereunder. The Borrower hereby consents, for purposes of Section 13.6(b)(i)(A) of the Credit Agreement, to the assignment on or within ninety (90) days of the Amendment No. 6 Effective Date of any Tranche B-3 Term Loans by the Fronting Bank, to (A) any Person that was an Existing Term Lender on the Amendment No. 6 Effective Date (immediately prior to giving effect thereto) or (B) any assignees separately identified, and acceptable, to the Borrower.

New Lenders. Each of the Persons executing this Amendment as a “Lender” that was not a undersigned New Lender under the Existing Credit Agreement immediately prior to the Replacement Facilities Effective Date hereby (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement confirms that are required to be satisfied by it in order to become a Lender, (iii) from and after the Replacement Facilities Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit ULCA, the Amended and Restated Security Agreement and the other Loan Documents, and the Equal Priority ICA Joinder Agreement, together with copies of the most recent financial statements required to be delivered pursuant to Section 6.1 thereof5.1 of the Existing ULCA for the fiscal year ending December 31, as applicable2021 and the fiscal quarter ending June 30, 2022 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment Agreement and to become a Lender on (and, if applicable (as provided in Annex II), Issuing Bank) party to the basis of which it has made such analysis and decision ULCA independently and without reliance on upon the Administrative Agent, the ULCA Collateral Agent or any other Lender; and (bii) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, the ULCA Collateral Agent or any other Lender, Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own appraisal of, and investigation into, the business, operations, property, prospects, financial and other conditions and creditworthiness of the Borrower and the other Loan Parties and will make its own credit analysis, appraisal, and decisions in taking or not taking action under the Loan Documents; (iii) appoints and authorizes the Administrative Agent and the ULCA Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents and pursuant to the Equal Priority ICA Joinder Agreement as are delegated to the Administrative Agent and/or to the ULCA Collateral Agent by the terms thereof, and together with such powers as are incidental thereto; (iiiv) agrees that it will be bound by and perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.; (v) specifies as its domestic lending office (and address for notices) the office set forth beneath its name on its signature page hereof; and (vi) if it is organized under the laws of a jurisdiction outside the United States, it has delivered to the Borrower and the Administrative Agent the Internal Revenue Service forms required by of Section 2.3(g) of the ULCA. As of the Second Amendment Effective Date, (x) each New Lender

New Lenders. Each Continuing Lender that is not an Existing Lender (each such Continuing Lender, a “New Lender”) acknowledges and agrees that none of the Persons executing this Administrative Agent, the Amendment as a “Lender” that was not a Arranger, any Arranger, any Existing Lender or any Continuing Lender (i) has made any representation or warranty and none of them shall have any responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto; or (ii) has made any representation or warranty and none of them shall have any responsibility with respect to the financial condition of any Borrower or any other obligor or the performance or observance by any Borrower or any obligor of any of their respective obligations under the Existing Credit Agreement immediately prior to the Replacement Facilities Effective Date hereby (a) or any other Loan Document or any other instrument or document furnished pursuant hereto or thereto. Each New Lender represents and warrants that it is legally authorized to enter into this Amendment, and each New Lender (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement confirms that are required to be satisfied by it in order to become a Lender, (iii) from and after the Replacement Facilities Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements most recently delivered pursuant to Section 6.1 thereof, as applicable, 7.1 of the Existing Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other LenderAmendment; and (bii) agrees that (i) it will, independently and without reliance on upon the Lenders, the Administrative Agent or any other Lender, Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Loan DocumentsDocuments or any other instrument or document furnished pursuant thereto; (iii) appoints and authorizes each Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant thereto as are delegated to such Agent by the terms thereof, together with such powers as are incidental thereto; and (iiiv) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with their its terms all of the obligations which by the terms of the Loan Documents Credit Agreement are required to be performed by it as a Lender. ARTICLE IV.

New Lenders. (a) Each of the Persons Lender executing this Amendment as a “New Lender” that was not (each, a Lender under the Existing Credit Agreement immediately prior to the Replacement Facilities Effective Date hereby “New Lender”) (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies meets the requirements, if any, specified in requirements to be an assignee under Section 10.06(b)(v) of the Credit Agreement that are required to be satisfied by it in order to become a LenderAgreement, (iii) from and after the Replacement Facilities Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.1 6.01 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Amendment and to become a Lender on the basis of which Amendment, (iv) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, (v) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such New Lender, and (vi) such New Lender is not and will not be (A) an employee benefit plan subject to Title I of ERISA, (B) a plan or account subject to Section 4975 of the Code, (C) an entity deemed to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Code, or (D) a “governmental plan” within the meaning of ERISA; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

New Lenders. Each Increasing Term Loan Lender that prior to its execution of the Persons executing this Amendment as a “Lender” that was Agreement is not a Lender under the Existing Credit Agreement immediately prior to the Replacement Facilities Effective Date hereby (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment Agreement and to consummate the transactions contemplated hereby by this Agreement, the Credit Agreement and the other Loan Documents and to become a Lender under the Credit AgreementAgreement and the other Loan Documents and perform all of its obligations thereunder, (ii) it satisfies the requirements, if any, specified in meets all requirements to be an assignee under the Credit Agreement that are required to be satisfied by it in order to become a LenderAgreement, (iii) from and after the Replacement Facilities Effective Dateeffectiveness of this Agreement, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and and, to the extent of its portion of the Term Loan (if any) as set forth on Schedule II hereto shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to participate in credit facilities of the type represented by the Credit Agreement, the other Loan Documents and this Agreement and either it, or the person exercising discretion in making its decision to participate in the credit facilities evidenced by the Credit Agreement, the other Loan Documents and this Agreement, is experienced with credit facilities of such type, (v) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.1 thereof, as applicable, 8.1 of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment Agreement and to become commit to make a Lender portion of the Term Loan, on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender; , and (vi) if it is a Foreign Lender, it has provided to the Administrative Agent and the Borrower duly completed and executed documentation required to be delivered by it pursuant to the terms of the Credit Agreement, (b) agrees that it will (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, Documents and (ii) it will perform in accordance with their respective terms all of the obligations which that by the terms of the Loan Documents are required to be performed by it as a LenderLender and (c) consents to the application of the September 30, 2016 quarterly repayment installment of the Term Loan (including the application of the amounts of any mandatory prepayment to such quarterly repayment installment) to the Lenders that would be entitled to such repayment in accordance with Section 2(a) hereof, notwithstanding anything in the contrary in the Credit Agreement (including, without limitation, Sections 4.3 or 5.4 of the Credit Agreement).

New Lenders. (a) Each of the Persons executing Person that signs this Amendment as a “Lender” Lender and that was not a Lender under party to the Existing Credit Agreement immediately prior to the Replacement Facilities Effective Date hereby (aeach a “New Lender”) (i) represents and warrants that (iA) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement, (iiB) it satisfies meets the requirements, if any, specified in the Credit Agreement that are required requirements to be satisfied by it in order to become a Lenderan assignee under Section 11.06 of the Amended Credit Agreement, (iiiC) from and after the Replacement Facilities Fourth Amendment Effective Date, it shall be bound by the provisions of the Amended Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (ivD) it is sophisticated with respect to decisions to acquire assets of the type represented by the Commitments and either it, or the Person exercising discretion in making its decision to acquire a portion of the Commitments, is experienced in acquiring assets of such type, (E) it has received a copy of the Existing Credit AgreementAgreement and this Amendment, together with and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.1 7.01 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Amendment and to become a Lender on the basis of which Amendment, (F) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and (G) it has delivered any documentation required to be delivered by it pursuant to the terms of the Amended Credit Agreement, duly completed and executed by such New Lender; and (bii) agrees that (iA) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (iiB) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.. CHAR1\1643056v6

New Lenders. (a) Each of the Persons executing new Lender that executes this Amendment as a “Lender” that but was not a Lender under the Existing Credit Agreement immediately prior to before the Replacement Facilities Third Amendment Effective Date hereby (each, a “New Lender”) agrees and acknowledges by executing this Amendment it is a Lender for all purposes of the Credit Agreement (including having a Commitment in the amount set forth on Schedule 2.01 hereto) and the other Loan Documents and has the rights and the obligations of a Lender under the Credit Agreement and the other Loan Documents. Additionally each New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment (including this Section 4) and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, Agreement and (ii) it satisfies meets the requirementsrequirements to be an Eligible Assignee of the Credit Agreement (subject to such consents, if any, specified in the Credit Agreement that are as may be required to be satisfied by it in order to become a Lender, (iii) from and after the Replacement Facilities Effective Date, it shall be bound by the provisions under Section 10.06 of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunderAgreement), (ivb) confirms it has received a copy of the Credit Agreement, together with and has received or has been afforded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.1 6.01 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Amendment and to become a Lender on the basis of which Credit Agreement, (c) confirms it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and the Credit Agreement, (d) if it is a Foreign Lender; , agrees to provide any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the New Lender, and (be) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

New Lenders. Each Incremental Lender acknowledges and agrees that no Lender party to the Credit Agreement (i) has made any representation or warranty and shall have no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Persons executing this Amendment as a “Lender” that was not a Lender Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto; or (ii) has made any representation or warranty and shall have no responsibility with respect to the financial condition of any Borrower or any other obligor or the performance or observance by any Borrower or any obligor of any of their respective obligations under the Existing Credit Agreement immediately prior to the Replacement Facilities Effective Date hereby (a) or any other Loan Document or any other instrument or document furnished pursuant hereto or thereto. Each Incremental Lender represents and warrants that it is legally authorized to enter into this Amendment, and each new Incremental Lender (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement confirms that are required to be satisfied by it in order to become a Lender, (iii) from and after the Replacement Facilities Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements most recently delivered pursuant to Section 6.1 thereof, as applicable, 7.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other LenderAmendment; and (bii) agrees that (i) it will, independently and without reliance on upon the Lenders, the Administrative Agent or any other Lender, Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Loan DocumentsDocuments or any other instrument or document furnished pursuant hereto or thereto; (iii) appoints and authorizes each Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to such Agent by the terms thereof, together with such powers as are incidental thereto; and (iiiv) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with their its terms all of the obligations which by the terms of the Loan Documents Credit Agreement are required to be performed by it as a Lender.

New Lenders. Each of Subject to the Persons executing terms and conditions set forth herein and in the Credit Agreement, each Person listed on Schedule 2.01 to this Amendment as a “Lender” that was is not a Lender under the Existing Credit Agreement immediately prior to the Replacement Facilities Amendment No. 1 Effective Date hereby (aeach, a “New Lender”) agrees to extend a Revolving Credit Commitment under the Credit Agreement (as amended hereby) on the Amendment No. 1 Effective Date in an amount equal to the “Revolving Credit Commitment” set forth opposite such New Lender’s name on Schedule 2.01 to this Amendment. Each New Lender (i) represents and warrants that (iA) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (iiB) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to become a Lenderis an Eligible Assignee, (iiiC) from and after the Replacement Facilities Amendment No. 1 Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and and, to the extent of the Revolving Credit Commitment of such New Lender, shall have the obligations of a Lender thereunder, (ivD) it is sophisticated with respect to decisions to acquire assets of the type represented by such Revolving Credit Commitment and either it, or the Person exercising discretion in making its decision to extend such Revolving Credit Commitment, is experienced in acquiring assets of such type, (E) it has received a copy of the Credit Agreement, together with and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.1 thereof6.01(a) and (b) thereof (or, prior to the delivery of such financial statements, the Annual Financial Statements and the Quarterly Financial Statements), as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Amendment and to become a Lender on the basis of which extend such Revolving Credit Commitment, (F) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and to extend such Revolving Credit Commitment, (G) it has separately delivered to the Administrative Agent and the Borrower any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including but not limited to any documentation required pursuant to Section 3.01 of the Credit Agreement, duly completed and executed by such New Lender; , and (bH) it is not a Disqualified Institution, (ii) appoints and authorizes the Administrative Agent and Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to or otherwise conferred upon the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iii) agrees that (iA) it will, independently and without reliance on upon the Administrative Agent, the Collateral Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (iiB) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender and (iv) agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which such New Lender designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with such New Lender’s compliance procedures and applicable laws, including federal and state securities laws.

New Lenders. Subject to the occurrence of the Restatement Effective Date, each of the New Lenders hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreement, to the same extent as if such New Lender were an original signatory thereto. The New Lenders hereby appoint and authorize the Agent to take such actions as the Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each of the Persons executing this Amendment as a “Lender” that was not a Lender under the Existing Credit Agreement immediately prior to the Replacement Facilities Effective Date hereby New Lenders (ax) represents and warrants that (ia) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (iib) it satisfies meets all the requirementsrequirements of an Eligible Assignee under the Credit Agreement (subject to such consents, if any, specified in as may be required under Section 10.07(b)(iii) of the Credit Agreement that are required to be satisfied by it in order to become a LenderAgreement), (iiic) from and after the Replacement Facilities Restatement Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (ivd) it is sophisticated with respect to decisions to acquire assets of the type represented by its Commitment and either it, or the Person exercising discretion in making its decision to acquire its Commitment, is experienced in acquiring assets of such type, (e) it has received a copy of or has been accorded the Credit Agreement, together with opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.1 thereof6.01 of the Existing Credit Agreement, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Amendment and to become a Lender on the basis of which Agreement, (f) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other LenderLender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to provide its Commitment, and (g) it has delivered all documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by it; and (by) agrees that (ia) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (iib) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

New Lenders. Each By its execution of this Amendment, each Increasing Lender other than an Existing Lender (each a “New Lender”) hereby confirms and agrees that, on and after the Amendment No. 3 Effective Date, it shall be a party to the Credit Agreement as a Lender, shall have all of the Persons executing this Amendment as a “Lender” that was not rights and be obligated to perform all of the obligations of a Lender under the Existing Credit Agreement immediately prior thereunder and its Loans and Commitments to the Replacement Facilities Effective Date hereby shall be as set forth on the revised Schedule 2.01 attached as Annex I hereto. Each New Lender severally, and not jointly, further (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in meets all requirements of an Eligible Assignee under the Credit Agreement that are required to be satisfied by it in order to become a LenderAgreement, (iii) from and after the Replacement Facilities Amendment No. 3 Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, and (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.1 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to become a Lender the Credit Agreement on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or Agent, any other Lender, agent or arranger; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent Agent, or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which that by the terms of the Loan Documents are required to be performed by it as a Lender. [Signature Pages Follow.]

New Lenders. Each Lender which was a party to the Original Credit Agreement, and each other Lender a party hereto (each a “New Lender”), hereby agrees that it shall have a Commitment in the amount set forth opposite such Lender’s name on the Lenders Schedule under the heading “Commitment”. By its execution and delivery of this Amendment, each New Lender hereby assumes all of the Persons executing this Amendment as a “Lender” that was not rights and obligations of a Lender under the Existing Credit Agreement immediately prior to the Replacement Facilities Effective Date hereby extent of its Commitment. Each New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to become a Lenderreserved, (iii) from and after the Replacement Facilities Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and and, to the extent of its Commitment, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Notes and either it, or the person exercising discretion in making its decision to enter into this Amendment, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, together with and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.1 §7.4 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Amendment and to become a Lender on the basis of which extend its Commitment, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, and (vii) if it is a Foreign Lender, it has forwarded to Agent any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

New Lenders. Each of the Persons executing this Amendment 1992 MSF International Ltd. and 1992 Tactical Credit Master Fund, L.P., each, is hereby joined as a “Lender” that was not a Lender under the Existing Credit Agreement immediately prior to the Replacement Facilities Effective Date Agreement and each of the other Loan Documents (each, a “New Lender”), as applicable, and each such New Lender hereby joins in, ratifies and confirms all terms, conditions and other provisions set forth in the Agreement and the other Loan Documents made by or pertaining to the “Lenders”. Each New Lender hereby (a) represents represents, warrants, and warrants covenants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to become a Lender, (iii) from and after the Replacement Facilities Effective Date, it shall be bound by the provisions of the Credit Agreement and the other Loan Documents and other instruments or documents furnished pursuant thereto as a Lender thereunder and shall have the obligations of a Lender thereunder, (ivii) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.1 thereofof the Agreement, as applicableif any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment (and to become a Lender on under the basis of which it has made such analysis Agreement and decision independently and without reliance on the Administrative Agent or any other LenderLoan Documents); and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which that by the terms of the Loan Documents are required to be performed by it as a Lender. Each New Lender acknowledges and agrees that, as of the date hereof, (x) it is not a Lender in regards to the Existing Obligations or the First Amended and Restated Effective Date Advance and no such Obligations are owed to it (or will be owed to it as a result of joining as a “Lender” to the Agreement in accordance with the provisions hereof) and (y) it shall not be required to issue any Commitments, other than Subsequent Advance Commitments (solely to the extent it agrees to do so) pursuant to Section 2.1(c) of the Agreement, or make any Advances, other than Subsequent Advances (solely to the extent it agrees to do so) pursuant to Section 2.1(c) of the Agreement, in each case, subject to the terms and conditions set forth in the Agreement.

New Lenders. (a) Each of the Persons Lender executing this Amendment as a “New Lender” that was not (each, a Lender under the Existing Credit Agreement immediately prior to the Replacement Facilities Effective Date hereby “New Lender”) (ai) represents and warrants that (iA) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (iiB) it satisfies meets all the requirementsrequirements of an Eligible Assignee under the Credit Agreement (subject to such consents, if any, specified in as may be required under Section 10.06 of the Credit Agreement that are required to be satisfied by it in order to become a LenderAgreement), (iiiC) from and after the Replacement Facilities Second Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (ivD) it is sophisticated with respect to decisions to acquire assets of the type represented by the Loans and Commitments and is experienced in acquiring assets of such type, (E) it has received a copy of the Credit Agreement, together with and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.1 6.01 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Amendment and to become a Lender on the basis of which Amendment, (F) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, and (G) if it is a Foreign Lender, it has delivered to the Administrative any documentation required to be delivered by it pursuant to the terms of the Credit Agreement; and (bii) agrees that (iA) it will, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (iiB) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. Each New Lender represents and warrants as of the Second Amendment Effective Date that it is not (1) an employee benefit plan subject to Title I of ERISA, (2) a plan or account subject to Section 4975 of the Code, (3) an entity deemed to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Code, or (4) a “governmental plan” within the meaning of ERISA.

New Lenders. Each By its execution of this Amendment, each Pro Rata Lender other than an Existing Lender that is providing any portion of the Persons executing Amended Facilities after giving effect to this Amendment (each a “New Lender”) hereby confirms and agrees that, on and after the Amendment No. 5 Effective Date, it shall be a party to the Credit Agreement as a “Lender” that was not , shall have all of the rights and be obligated to perform all of the obligations of a Lender under the Existing Credit Agreement immediately prior thereunder and its Loans and Commitments to the Replacement Pro Rata Facilities Effective Date hereby shall be as set forth on the revised Schedule 2.01 attached as Annex D hereto. Each New Lender severally, and not jointly, further (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in meets all requirements of an Eligible Assignee under the Credit Agreement that are required to be satisfied by it in order to become a LenderAgreement, (iii) from and after the Replacement Facilities Amendment No. 5 Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, and (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.1 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to become a Lender the Credit Agreement on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or Agent, any other Lender, agent or arranger; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent Agent, or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which that by the terms of the Loan Documents are required to be performed by it as a Lender.

New Lenders. Each Increasing Lender that prior to its execution of the Persons executing this Amendment as a “Lender” that was Agreement is not a Lender under the Existing Credit Agreement immediately prior to the Replacement Facilities Effective Date hereby (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment Agreement and to consummate the transactions contemplated hereby by this Agreement, the Credit Agreement and the other Loan Documents and to become a Lender under the Credit AgreementAgreement and the other Loan Documents and perform all of its obligations thereunder, (ii) it satisfies the requirements, if any, specified in meets all requirements to be an assignee under the Credit Agreement that are required to be satisfied by it in order to become a LenderAgreement, (iii) from and after the Replacement Facilities Effective Dateeffectiveness of this Agreement, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of its portion of the Term Loan (if any) as set forth on Part A of Schedule I hereto and its Revolving Credit Commitment as set forth on Part B of Schedule I hereto, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to participate in credit facilities of the type represented by the Credit Agreement and this Agreement and either it, or the person exercising discretion in making its decision to participate in the credit facilities evidenced by the Credit Agreement, is experienced with credit facilities of such type, (v) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.1 thereof, as applicable, 8.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment Agreement and to become commit to make a Lender portion of the Term Loan or the increased Revolving Credit Commitment, as applicable, on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender; , and (vi) if it is a Foreign Lender, it has provided to the Administrative Agent and the Borrower duly completed and executed documentation required to be delivered by it pursuant to the terms of the Credit Agreement and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, Documents and (ii) it will perform in accordance with their terms all of the obligations which that by the terms of the Loan Documents are required to be performed by it as a Lender.

New Lenders. Each of Subject to the Persons executing this Amendment as terms and conditions set forth herein, each Lender with a “Revolving Commitment and each Initial Term Lender” , in each case, that was is not a Lender under the Existing Credit Agreement immediately prior to the Replacement Facilities Amendment No. 2 Effective Date (each, a “New Lender”), hereby (ai) represents and warrants that (iA) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement, (iiB) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to become a Lenderis an Eligible Assignee, (iiiC) from and after the Replacement Facilities Amendment No. 2 Effective Date, it shall be bound by the provisions of the Amended Credit Agreement as a Lender thereunder and, to the extent of the Revolving Credit Commitment and Initial Term Loan Commitment, as applicable, of such New Lender, shall have the obligations of a Lender thereunder and deemed to be a Lender for all purposes thereunder, (ivD) it is sophisticated with respect to decisions to acquire assets of the type represented by such Revolving Credit Commitment and such Initial Term Loan Commitment, as applicable, and either it, or the Person exercising discretion in making its decision to extend such Revolving Credit Commitment and Initial Term Loan Commitment, as applicable, is experienced in acquiring assets of such type, (E) it has received a copy of the Credit Agreement, together with and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.1 thereofSections 6.01(a) and (b) thereof (or, prior to the delivery of such financial statements, the Annual Financial Statements and the Quarterly Financial Statements), as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Amendment and to become a Lender on the basis of which extend such Revolving Credit Commitment and Initial Term Loan Commitment, as applicable, (F) it has made such analysis and decision has, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and to extend such Revolving Credit Commitment and Initial Term Loan Commitment, as applicable, (G) it has separately delivered to the Administrative Agent and the Borrower any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including but not limited to any documentation required pursuant to Section 3.01 of the Credit Agreement, duly completed and executed by such New Lender, and (H) it is not a Disqualified Institution, (ii) appoints and authorizes the Administrative Agent and Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents as are delegated to or otherwise conferred upon the Administrative Agent or any other Lender; and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (biii) agrees that (iA) it will, independently and without reliance on upon the Administrative Agent, the Collateral Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (iiB) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender and (iv) agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which such New Lender designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with such New Lender’s compliance procedures and applicable laws, including federal and state securities laws.

New Lenders. Each By its execution of this Amendment, each Lender other than an Existing Lender that is providing any portion of the Persons executing Pro Rata Facilities after giving effect to this Amendment (each a “New Lender”) hereby confirms and agrees that, on and after the Amendment Effective Date, it shall be a party to the Credit Agreement as a “Lender” that was not , shall have all of the rights and be obligated to perform all of the obligations of a Lender under the Existing Credit Agreement immediately prior thereunder and its Loans and Commitments to the Replacement Pro Rata Facilities Effective Date hereby shall be as set forth on the revised Schedule 2.01 attached as Annex II hereto. Each New Lender severally, and not jointly, further (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in meets all requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement, which such consents shall be deemed provided, to the extent required, by each Person that are required to be satisfied by it in order to become a Lenderexecutes this Amendment), (iii) from and after the Replacement Facilities Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, and (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.1 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to become a Lender the Credit Agreement on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or Agent, any other Lender, agent or arranger; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent Agent, or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which that by the terms of the Loan Documents are required to be performed by it as a Lender.

New Lenders. Each By its execution of this Amendment, each Lender other than an Existing Lender that is providing any portion of the Persons executing Amended Facilities after giving effect to this Amendment (each a “New Lender”) hereby confirms and agrees that, on and after the Amendment No. 2 Effective Date, it shall be a party to the Credit Agreement as a “Lender” that was not , shall have all of the rights and be obligated to perform all of the obligations of a Lender under the Existing Credit Agreement immediately prior thereunder and its Loans and Commitments to the Replacement Facilities Effective Date hereby shall be as set forth on the revised Schedule 2.01 attached as Annex D hereto (or, with respect to the New Term B Facility, maintained separately with the Administrative Agent). Each New Lender severally, and not jointly, further (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in meets all requirements of an Eligible Assignee under the Credit Agreement that are required to be satisfied by it in order to become a LenderAgreement, (iii) from and after the Replacement Facilities Amendment No. 2 Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, and (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.1 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to become a Lender the Credit Agreement on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or Agent, any other Lender, agent or arranger; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent Agent, or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which that by the terms of the Loan Documents are required to be performed by it as a Lender.

New Lenders. Each of On the Persons executing Amendment No. 1 Effective Date, upon the execution by each person that is a signatory hereto as a Lender but that was not a party to the Credit Agreement prior to giving effect to this Amendment as (each a “New Lender”), such New Lender shall become a “Lender” that was not a Lender under the Existing Credit Agreement immediately prior to the Replacement Facilities Effective Date hereby (a) represents and warrants that (i) it has full power and authorityunder, and has taken for all action necessarypurposes of, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it and the other Loan Documents, with the Loans and Commitments described in order to become a LenderSection 7 below, (iii) from and after the Replacement Facilities Effective Date, it shall be subject to and bound by the provisions terms thereof, and shall perform all the obligations of the Credit Agreement as a Lender thereunder and shall have the obligations all rights of a Lender thereunder, . Each New Lender: (ivi) confirms that it has received a copy of the Credit AgreementAgreement and the other Loan Documents and the exhibits thereto, together with copies of the most recent financial statements delivered pursuant referred to Section 6.1 thereof, as applicable, therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other LenderAmendment; and (bii) agrees that (i) it will, independently and without reliance on upon the Administrative Agent or any other Lender, Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan DocumentsDocuments as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iiiv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents Credit Agreement are required to be performed by it as a LenderLender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.17(e) of the Credit Agreement. For purposes of the Credit Agreement, the initial notice address of each New Lender shall be as set forth on its signature page hereto.

New Lenders. Each By execution of the Persons executing this First Amendment Agreement, each Person identified as a “Lender” on each signature page hereto that was is not already a Lender under the Existing Credit Agreement immediately prior (a “New Lender”) hereby acknowledges, agrees and confirms that, by its execution of this First Amendment Agreement, such Person shall be deemed to be a party to the Replacement Facilities Effective Date hereby Amended Credit Agreement and a “Lender” for all purposes of the Amended Credit Agreement and shall have all of the obligations of a Lender thereunder as if it had executed the Existing Credit Agreement. Each New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this First Amendment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement, Agreement and (ii) it satisfies meets the requirements, if any, specified in the Credit Agreement that are required requirements to be satisfied by it in order to become a Lenderan Eligible Assignee, (iiib) from and after the Replacement Facilities Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (iv) confirms it has received and had an opportunity to review a copy of the Amended Credit Agreement, together with and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.1 6.01 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this First Amendment and to become a Lender on the basis of which Agreement, (c) confirms it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this First Amendment Agreement, (d) if it is a Foreign Lender, agrees to provide any documentation required to be delivered by it pursuant to the terms of the Amended Credit Agreement, duly completed and executed by the New Lender; and (be) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. Each New Lender hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to Lenders contained in the Amended Credit Agreement.

New Lenders. Each By its execution of this Amendment, each Pro Rata Lender (other than an Existing Lender) that is providing any portion of the Persons executing Pro Rata Facilities after giving effect to this Amendment (each a “New Lender”) hereby confirms and agrees that, on and after the Amendment No. 12 Effective Date, it shall be a party to the Credit Agreement as a “Lender” that was not , shall have all of the rights and be obligated to perform all of the obligations of a Lender under the Existing Credit Agreement immediately prior thereunder and its Loans and Commitments to the Replacement Pro Rata Facilities Effective Date hereby shall be as set forth on the revised Schedule 2.01 attached as Annex B hereto. Each New Lender severally, and not jointly, further (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in meets all requirements of an Eligible Assignee under the Credit Agreement that are required to be satisfied by it in order to become a LenderAgreement, (iii) from and after the Replacement Facilities Amendment No. 12 Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, and (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.1 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to become a Lender the Credit Agreement on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or Agent, any other Lender, agent or arranger; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent Agent, or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which that by the terms of the Loan Documents are required to be performed by it as a Lender.

New Lenders. Each New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the Persons executing this Amendment Credit Agreement as a “Lender” that was not a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreement as amended hereby, to the same extent as if such New Lender were an original signatory thereto. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Existing Credit Agreement immediately prior as amended hereby as are delegated to the Replacement Facilities Effective Date hereby (a) Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender represents and warrants that (ia) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and Fifth Amendment, to consummate the transactions contemplated hereby and to become a party to, and a Lender under the Credit Agreementunder, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to become a Lender, (iii) from and after the Replacement Facilities Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunderamended hereby, (ivb) it has received a copy of the Credit Agreement, together with Agreement and copies of the most recent financial statements delivered pursuant to Section 6.1 8.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fifth Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (iic) from and after the Fifth Amendment Effective Date, it will perform in accordance with their terms all shall be a party to and be bound by the provisions of the obligations which by Credit Agreement as amended hereby and the terms of the other Loan Documents and have the rights and obligations of a Lender thereunder. If the WHT Acquisition Closing Date does not occur, and the conditions set forth in Section 5 hereof are required not satisfied, in each case, on or prior to April 30, 2013, any New Lender with a Maximum Credit Amount of $0.00 shall automatically cease to be performed by it a Lender for all purposes under the Credit Agreement and the other Loan Documents as a Lenderof May 1, 2013.