Common use of Conditions of Effectiveness Clause in Contracts

Conditions of Effectiveness. This Agreement shall become effective as of the first date (the “Third Amendment Effective Date”) that all of the following conditions precedent shall have been satisfied: 2.1 The Administrative Agent’s receipt of the following, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each in form and substance satisfactory to the Administrative Agent: (a) counterparts of this Agreement, in such number as requested by the Administrative Agent, duly executed by the Borrower, the Guarantors, the Administrative Agent and Lenders constituting Required Lenders. (b) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (c) a certificate of a Responsible Officer of the Borrower to the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default; (d) a fully executed copy of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective Date. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This Agreement shall become effective as The effectiveness of this Amendment is subject to the first date (the “Third Amendment Effective Date”) that all of the following conditions precedent shall have been satisfied: 2.1 The Administrative Agent’s receipt of the following, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each in form and substance satisfactory to the Administrative Agentthat: (a) counterparts the Administrative Agent shall have received counterpart signature pages of this Agreement, in such number as requested by the Administrative Agent, Amendment duly executed by the BorrowerBorrowers, each of the Lenders required pursuant to Section 12.07 of the Credit Agreement, the GuarantorsSwingline Lender, each Issuing Bank and the Administrative Agent and Lenders constituting Required Lenders.Agent; (b) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing shall have received counterparts of the identity, authority Consent and capacity of each Responsible Officer thereof authorized to act Reaffirmation attached as a Responsible Officer in connection with this Agreement Exhibit A hereto duly executed by the Guarantors (the “Consent and the other Loan Documents to which such Loan Party is a partyReaffirmation”); (c) a certificate of a Responsible Officer of the Borrower to the effect that Administrative Agent shall have received (i) counterparts of the conditions specified in Sections 2.2 Joinder Agreement attached as Exhibit B hereto duly executed by the existing Borrowers, GGP Cumulus, GGP Nimbus and 2.3 have been satisfied the Administrative Agent (the “Joinder”) and (ii) no event has occurred and is continuing which constitutes a Defaultjoinder to the Guaranty in the form attached thereto duly executed by GGP LLC (the “Guaranty Joinder”); (d) the Administrative Agent shall have received the instruments, certificates and documents set forth in Sections 5.01(v) through (x) and (xvii) of the Credit Agreement in respect of GGP Cumulus and GGP Nimbus, each in its capacity as a fully executed copy Borrower, and in respect of an amendment to the Intercreditor Agreement; (e) GGP LLC, in its capacity as a fully executed copy of an amendmentGuarantor, in each case dated as of the date of this Amendment, all in form and substance reasonably acceptable to the Administrative Agent; (e) to the extent any Note shall have been issued to any Lender on or prior to) to the Third Amendment Effective Datedate of this Amendment, to each of replacement Notes executed by the following Borrowers (each as defined in the Intercreditor Agreement): including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the Regions Term Loan Agreement; relevant Lender has returned its original Note to the Administrative Agent (or its counsel) for concurrent cancellation with the issuance of such replacement Note (and the Partnership shall have received confirmation thereof) and (ii) to the Huntington Term Loan Agreement; extent such Notes have not been returned as described in clause (iii) i), no such replacement Notes shall constitute a condition to the PNC Term Loan Agreement; and (iv) the Prudential Note Agreementeffectiveness of this Amendment; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that payment and/or reimbursement of the Administrative Agent or such Lender reasonably requests in order to comply with Agent’s and its ongoing obligations under applicable “know your customer” affiliates actual reasonable and antidocumented out-money laundering rules of-pocket costs and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each caseexpenses (including, to the extent requested at least five Business Days invoiced prior to the Third date of this Amendment, the actual reasonable and documented out-of-pocket fees and expenses of one counsel for the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole (and, if necessary, one local counsel in any relevant material jurisdiction to such Persons, taken as a whole)) in connection with this Amendment Effective Dateand the other Loan Documents. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This Agreement All provisions of this Sixth Amendment shall become be effective as upon satisfaction of, or completion of, the following: (a) the Administrative Agent shall have received evidence satisfactory to it that the Borrower shall have received no less than $150,000,000 in Net Cash Proceeds from the issuance of the first date 2017 Senior Convertible Notes (after taking into account the “Third Amendment Effective Date”amount of any Equity Interest Repurchases made with any proceeds from such issuance), which Net Cash Proceeds shall be concurrently applied as required pursuant to Section 2.05(a)(ii) that all of the following conditions precedent Credit Agreement; (b) the Administrative Agent shall have been satisfied:received counterparts of this Sixth Amendment executed by Lenders comprising the Required Lenders; 2.1 The (c) the Administrative Agent’s receipt Agent shall have received counterparts of this Sixth Amendment executed by the following, Borrower and acknowledged by each Guarantor; (d) the representations and warranties set forth in Section 2 of which this Sixth Amendment shall be true and correct; (e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each Agent shall have received, in form and substance satisfactory to the Administrative Agent:Agent and its counsel, such other documents, certificates and instruments as the Administrative Agent shall require; (af) counterparts all fees and expenses of this Agreement▇▇▇▇▇▇▇▇ PC, in such number as requested by counsel to the Administrative Agent, duly executed by the Borrower, the Guarantors, shall have been paid in immediately available funds; and (g) the Administrative Agent shall have received in immediately available funds for the account of each Lender executing this Sixth Amendment an amount equal to the product of (a) 0.10% and Lenders constituting Required Lenders. (b) such certificates the sum of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (c) a certificate of a Responsible Officer of the Borrower to the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default; (d) a fully executed copy amount of an amendment each Lender’s Revolving Commitment after giving effect to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third reduction thereof pursuant to this Sixth Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; plus (ii) the Huntington outstanding principal amount of the Term Loan Agreement; (iii) owed to each Lender after giving effect to any prepayment of the PNC Term Loan Agreement; and (iv) Loans with the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as proceeds of the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained 2017 Senior Convertible Notes referenced in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other date3(a) above. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective Date. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This Agreement Amendment shall become effective as of the date first date above written when, and only when, on or before December 31, 2004 (the “Third Amendment "Effective Date”"), the Administrative Agent shall have received: (i) that all counterparts of this Amendment executed by the Borrower and the Required Banks or, as to any of the following conditions precedent shall have been satisfied: 2.1 The Administrative Agent’s receipt of the followingBanks, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each in form and substance advice satisfactory to the Administrative Agent:Agent that such Bank has executed this Amendment; and counterparts of the Master Agreement executed by the parties thereto; (ii) (a) counterparts an opinion of this AgreementPeter Beshar, Esq., General Counsel of the Borrower, substan▇▇▇▇▇▇ ▇▇ ▇▇e form of Exhibit A-1 hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request; (b) an opinion of Frank McNamara, Esq., General Counsel of Putnam Investments ▇▇▇▇▇, ▇▇▇▇▇▇▇tially in the form of Exhib▇▇ ▇-▇ hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request; and (c) an opinion of Davis Polk & Wardwell, special counsel for the Borrower, in such number as requested by ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇m of Exhibit A-3, hereto; (iii) evidence satisfactory to the Administrative AgentAgent that the Commitments under (and as defined in) the (i) Credit Agreement [364 Day] dated as of July 7, duly executed by 2004 (as amended, supplemented or otherwise modified) among the Borrower, the Guarantorsbanks and other financial institutions party thereto and Bank of America, N.A., as administrative agent, and (ii) the Credit Agreement [364 Day] dated as of June 9, 2004 (as amended, supplemented or otherwise modified) among the Borrower, the banks and other financial institutions party thereto and JPMorgan Chase Bank, N.A. (formerly JPMorgan Chase Bank), as administrative agent, have been terminated and the loans thereunder have been (together will all interest and related fees) paid in cash in full; (iv) evidence satisfactory to the Administrative Agent and Lenders constituting Required Lenders. that (a) the amendment to the Other Revolving Credit Agreement, (b) the Term Loan Agreement and (c) the Master Agreement have each become effective; (v) the following corporate documents of each of the Borrower and each Guarantor listed in clause (a) of the definition thereof, each certified as indicated below: (A) a copy of the certificate of incorporation, as amended and in effect, certified as of a recent date by the Secretary of State of its jurisdiction of incorporation, and a certificate from such certificates Secretary of State dated as of a recent date as to the good standing of and charter documents filed by each of the Loan Parties; (B) a certificate of the Secretary or an Assistant Secretary of each such Loan Party, dated the Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of such Loan Party, as in effect on the Effective Date, (B) that attached thereto is a true and complete copy of resolutions or other actionduly adopted by the board of directors authorizing the execution, incumbency certificates and/or other certificates delivery and performance of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement Amendment and the other Loan Documents Documents, and such other documents to which such Loan Party is or is intended to be a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the charter of such Loan Party has not been amended since the date of the certification thereto furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing this Amendment (in the case of the Borrower) and each of the other documents to which such Loan Party is intended to be a party and each other document to be delivered by such Loan Party from time to time in connection herewith or therewith (and the Administrative Agent and each Bank may conclusively rely on each such certificate until it receives notice in writing from the applicable Loan Party); and (C) a certificate of another officer of each such Loan Party as to the incumbency and specimen signature of the Secretary or Assistant Secretary, as the case may be; (cvi) a certificate of a Responsible Officer senior officer of the Borrower to Borrower, dated the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default; (d) a fully executed copy of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each the effect set forth in Sections 3.2(d) and (e) of the following (each Credit Agreement as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreementamended hereby; (iivii) a Subsidiary Guaranty duly executed by each Guarantor listed in clause (a) of the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreementdefinition thereof; and (iv) the Prudential Note Agreement; and (fviii) such other assurances, certificates, documents, consents or opinions documents as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations Bank or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower special counsel to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender may reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective Daterequest. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This Agreement shall become effective as The effectiveness of this Amendment is subject to the first date (the “Third Amendment Effective Date”) that all of the following conditions precedent shall have been satisfied: 2.1 The Administrative Agent’s receipt of the following, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each in form and substance satisfactory to the Administrative Agentthat: (a) the Administrative Agent shall have received counterparts of this Amendment duly executed by the Borrowers, the Required Lenders, the Administrative Agent and the Issuing Bank; (b) the Administrative Agent shall have received counterparts of the Consent and Reaffirmation attached as Exhibit A hereto duly executed by the Loan Guarantors; (c) the Administrative Agent shall have received an executed and effective amendment to the Prudential Note Agreement, which amendment shall be substantially in such number as requested the form set forth on Exhibit B hereto; (d) the Borrower Representative shall have made a Borrowing Request to the Administrative Agent for a Revolving Borrowing in an amount equal to $14,645,000 for purposes of repaying the Term Loans in an equivalent amount substantially concurrently with the effectiveness of this Amendment; (e) the Administrative Agent shall have received from the Borrowers, on behalf of each Lender signatory hereto that delivers its executed signature page to this Amendment by no later than the date and time specified by the Administrative Agent, duly executed by the Borrower, the Guarantors, the Administrative Agent and Lenders constituting Required Lenders. (b) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized an amendment fee in an amount equal to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (c) a certificate of a Responsible Officer 0.10% of the Borrower to the effect that sum of (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default; (d) a fully executed copy of an amendment such Lender’s Revolving Commitment immediately prior to the Intercreditor Agreement; (e) a fully executed copy effectiveness of an amendment, in each case dated as of (or prior to) the Third this Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; plus (ii) the Huntington aggregate principal amount of such Lender’s Term Loan Agreement; (iii) Loans outstanding immediately prior to the PNC Term Loan Agreement; and (iv) the Prudential Note Agreementeffectiveness of this Amendment; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that payment and/or reimbursement of the Administrative Agent or such Lender reasonably requests in order to comply with Agent’s and its ongoing obligations under applicable “know your customer” affiliates’ fees and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each caseexpenses (including, to the extent requested at least five Business Days invoiced in an invoice dated on or prior to the Third date hereof, reasonable documented out-of-pocket fees and expenses of counsel for the Administrative Agent) in connection with this Amendment Effective Dateand the other Loan Documents. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This Agreement Amendment shall become effective as when, and only when, the Bank shall have received counterparts of this Amendment executed by the first date (JLM Domestic Entities, MacDonald and the “Third Amendment Effective Date”) that Bank, and Sections 1, 2 and 3 hereof shall become effective when, and only when, the Bank shall have additionally received all of the following conditions precedent shall have been satisfied: 2.1 The Administrative Agent’s receipt of the followingdocuments, each document (unless otherwise indicated) being dated the date of receipt thereof by the Bank (which date shall be e-mails (in a .pdf format) or telecopies (in each casethe same for all such documents), followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each in form and substance satisfactory to the Administrative AgentBank: (a) counterparts The Amended and Restated Promissory Note in the form of this Agreement, in such number as requested by the Administrative Agent, duly executed by the Borrower, the Guarantors, the Administrative Agent and Lenders constituting Required LendersExhibit A1 hereto. (b) such certificates Certified copies of (i) the resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers the Board of Directors of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with JLM Domestic Entity approving this Agreement Amendment and the matters contemplated hereby and (ii) all documents evidencing other Loan Documents necessary corporate action and governmental approvals, if any, with respect to which such Loan Party is a party;this Amendment and the matters contemplated hereby. (c) a A certificate of a Responsible Officer the Secretary or an Assistant Secretary of each JLM Domestic Entity certifying the names and true signatures of the Borrower officers of such JLM Domestic Entity authorized to sign this Amendment and the other documents to be delivered hereunder. (d) A consent in the form appended hereto as Annex I (the "Consent"), executed by JLM Canada. (e) Certified copies of (i) the resolutions of the Board of Directors of JLM approving the Consent and the matters contemplated hereby and thereby and (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Consent and the matters contemplated hereby. (f) A certificate of the Secretary or an Assistant Secretary of JLM Canada certifying the names and true signatures of the officers of JLM Canada authorized to sign the Consent. (g) A favorable opinion of John ▇▇▇▇▇ ▇▇▇te, counsel for the JLM Domestic Entities and MacDonald, to the effect that this Amendment has been duly authorized, executed and delivered by the JLM Domestic Entities and MacDonald, and that the amended and restated Revolving Credit Note has been duly authorized, executed and delivered by JLM Marketing, Inc., and such instruments constitute the legal, valid and binding obligations of such parties, enforceable against such parties in accordance with their respective terms, and confirming the opinion of such counsel furnished on June 15, 1994 pursuant to Section 4.01 (n) of the Credit Agreement, with references therein to the Credit Agreement to mean the Credit Agreement as amended by this Amendment. (h) A favorable opinion of Brans, Lehun, Bald▇▇▇ & ▇hampagne, counsel for JLM Canada, to the effect that the Consent has been duly authorized, executed and delivered by JLM Canada and constitutes the legal, valid and binding obligation of JLM Canada, enforceable against JLM Canada in accordance with its terms, and confirming the opinion of such counsel furnished on June 15, 1994 pursuant to Section 4.01(n) of the Credit Agreement, with references therein to the Credit Agreement to mean the Credit Agreement as amended by this Amendment. (i) A certificate signed by a duly authorized officer of each JLM Domestic Entity stating that: (i) The representations and warranties contained in Section 5 hereof are correct on and as of the conditions specified in Sections 2.2 date of such certificate as though made on and 2.3 have been satisfied and as of such date, and (ii) no No event has occurred and is continuing which constitutes a Default or Event of Default; (d) a fully executed copy of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective Date. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This Agreement shall become effective as 3.1 The agreement of the first date (the “Third Amendment Effective Date”) that all Parties referred to in clause 2 shall be subject to each of the following conditions precedent shall have been satisfied: 2.1 The Administrative Agent’s receipt being satisfied to the reasonable satisfaction of the following, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each in form and substance satisfactory to the Administrative Facility Agent: (a) counterparts the Facility Agent shall have received from the New Borrower: (i) a certificate of its Secretary or Assistant Secretary as to the incumbency and signatures of those of its officers authorised to act with respect to this Amendment and as to the truth and completeness of the attached resolutions of its Board of Directors then in full force and effect authorising the execution, delivery and performance of this AgreementAmendment, in and upon which certificate the Lenders may conclusively rely until the Facility Agent shall have received a further certificate of the Secretary or Assistant Secretary of the New Borrower cancelling or amending such number as requested prior certificate; and (ii) a Certificate of Good Standing issued by the Administrative Agent, duly executed by relevant Liberian authorities in respect of the New Borrower, the Guarantors, the Administrative Agent and Lenders constituting Required Lenders.; (b) such certificates the Facility Agent shall have received from the Existing Borrower: (i) a certificate from an authorised officer of the Existing Borrower, confirming that there have been no changes or amendments to its constitutional documents, certified copies of which were previously delivered to the Facility Agent pursuant to the Facility Agreement, or attaching revised versions in case of any changes or amendments; and (ii) a copy, certified by an authorised officer of the Existing Borrower, of (A) resolutions of its board of directors approving the transactions contemplated by this Amendment and authorising a person or persons to execute this Amendment and any notices or other action, incumbency certificates and/or other certificates documents to be given pursuant hereto and (B) any power of Responsible Officers of each Loan Party attorney issued pursuant to such resolutions (which shall be certified as the Administrative Agent may require evidencing the identity, authority being in full force and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement effect and the other Loan Documents to which such Loan Party is a partynot revoked or withdrawn); (c) the Facility Agent shall have received a certificate duly executed copy of a Responsible Officer of the Borrower to the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Defaulteach Fee Letter; (d) a fully executed copy the Facility Agent shall have received evidence that all invoiced expenses of an amendment the Facility Agent (including the agreed fees and expenses of counsel to the Intercreditor AgreementFacility Agent) required to be paid by the New Borrower pursuant to clause 6 below, and all other documented fees and expenses that the New Borrower has otherwise agreed in writing to pay to the Facility Agent, have been paid or will be paid promptly upon being demanded; (e) a fully executed copy the ECA Agent and the Facility Agent shall have received evidence satisfactory to the ECA Agent and the Facility Agent (acting on the instructions of an amendment, the Lenders) that BpiFAE has approved the arrangements referred to in each case dated as of this Amendment; (or prior tof) the Third Facility Agent shall have received opinions, addressed to the Facility Agent (and capable of being relied upon by each Lender) from: (i) W▇▇▇▇▇ ▇▇▇▇▇▇ & W▇▇▇▇▇▇▇ LLP, counsel to the New Borrower, as to matters of Liberian law (and being issued in substantially the same form as the corresponding Liberian legal opinion issued in respect of the Fourth Novation Agreement Supplement); and (ii) Norton R▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, counsel to the Facility Agent as to matters of English law (and being issued in substantially the same form as the corresponding English legal opinion issued in respect of the Fourth Novation Agreement Supplement), or, where applicable, a written approval in principle (which can be given by email) by any of the above counsel of the arrangements contemplated by this Amendment and a confirmation that a formal opinion will follow promptly after the Amendment Effective Date, to each ; (g) the representations and warranties set out in clause 4 are true and correct in all material respects (except for such representations and warranties that are qualified by materiality or non-existence of a Material Adverse Effect (which shall be accurate in all respects)) as of the following Amendment Effective Date; (each as defined in h) no Event of Default shall have occurred and be continuing or would result from the Intercreditor Agreement):amendment of the Novation Agreement pursuant to this Amendment; (i) the Regions Term Loan AgreementExisting Borrower and the New Borrower shall, as required pursuant to clause 5, have each provided a letter to the Facility Agent which confirms that the relevant process agent has accepted its appointment as process agent in respect of this Amendment; (iij) the Huntington Term Loan Agreement; (iii) Facility Agent shall have received from the PNC Term Loan AgreementExisting Borrower and the New Borrower such documentation and information as any Finance Party may reasonably request through the Facility Agent to comply with "know your customer" or similar identification procedures under all laws and regulations applicable to that Finance Party; and (ivk) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Facility Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that evidence that, as required pursuant to clause 9.6(c) of the Administrative Receivable Purchase Agreement, the Seller has consented to the amendments to the Novation Agreement set out in this Amendment. 3.2 The Facility Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulationsshall notify the Lenders, including the U.S. Patriot Act, Existing Borrower and the Beneficial Ownership Regulation, in each case, to New Borrower of the extent requested at least five Business Days prior to the Third Amendment Effective Date. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date by way of a confirmation in the form set out in Schedule 2 and such confirmation shall have been paidbe conclusive and binding.

Conditions of Effectiveness. This Agreement Amendment shall become effective as of the date first date above written when, and only when, on or before December 31, 2004 (the “Third Amendment "Effective Date”"), the Administrative Agent shall have received: (i) that all counterparts of this Amendment executed by the Borrower and the Required Banks or, as to any of the following conditions precedent shall have been satisfied: 2.1 The Administrative Agent’s receipt of the followingBanks, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each in form and substance advice satisfactory to the Administrative Agent:Agent that such Bank has executed this Amendment; and counterparts of the Master Agreement executed by the parties thereto; (ii) (a) counterparts an opinion of this AgreementPeter Beshar, Esq., General Counsel of the Borrower, substa▇▇▇▇▇▇▇ ▇▇ ▇he form of Exhibit A-1 hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request; (b) an opinion of Frank McNamara, Esq., General Counsel of Putnam Investments ▇▇▇▇▇, ▇▇▇▇▇▇ntially in the form of Exhi▇▇▇ ▇-2 hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request; and (c) an opinion of Davis Polk & Wardwell, special counsel for the Borrower, in such number as requested by ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇rm of Exhibit A-3, hereto; (iii) evidence satisfactory to the Administrative AgentAgent that the Commitments under (and as defined in) the (i) Credit Agreement [364 Day] dated as of July 7, duly executed by 2004 (as amended, supplemented or otherwise modified) among the Borrower, the Guarantorsbanks and other financial institutions party thereto and Bank of America, N.A., as administrative agent, and (ii) the Credit Agreement [364 Day] dated as of June 9, 2004 (as amended, supplemented or otherwise modified) among the Borrower, the banks and other financial institutions party thereto and JPMorgan Chase Bank, N.A. (formerly JPMorgan Chase Bank), as administrative agent, have been terminated and the loans thereunder have been (together will all interest and related fees) paid in cash in full; (iv) evidence satisfactory to the Administrative Agent and Lenders constituting Required Lenders. that (a) the amendment to the Other Revolving Credit Agreement, (b) the Term Loan Agreement and (c) the Master Agreement have each become effective; (v) the following corporate documents of each of the Borrower and each Guarantor listed in clause (a) of the definition thereof, each certified as indicated below: (A) a copy of the certificate of incorporation, as amended and in effect, certified as of a recent date by the Secretary of State of its jurisdiction of incorporation, and a certificate from such certificates Secretary of State dated as of a recent date as to the good standing of and charter documents filed by each of the Loan Parties; (B) a certificate of the Secretary or an Assistant Secretary of each such Loan Party, dated the Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of such Loan Party, as in effect on the Effective Date, (B) that attached thereto is a true and complete copy of resolutions or other actionduly adopted by the board of directors authorizing the execution, incumbency certificates and/or other certificates delivery and performance of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement Amendment and the other Loan Documents Documents, and such other documents to which such Loan Party is or is intended to be a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the charter of such Loan Party has not been amended since the date of the certification thereto furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing this Amendment (in the case of the Borrower) and each of the other documents to which such Loan Party is intended to be a party and each other document to be delivered by such Loan Party from time to time in connection herewith or therewith (and the Administrative Agent and each Bank may conclusively rely on each such certificate until it receives notice in writing from the applicable Loan Party); and (C) a certificate of another officer of each such Loan Party as to the incumbency and specimen signature of the Secretary or Assistant Secretary, as the case may be; (cvi) a certificate of a Responsible Officer senior officer of the Borrower to Borrower, dated the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default; (d) a fully executed copy of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each the effect set forth in Sections 3.2(d) and (e) of the following (each Credit Agreement as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreementamended hereby; (iivii) a Subsidiary Guaranty duly executed by each Guarantor listed in clause (a) of the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreementdefinition thereof; and (iv) the Prudential Note Agreement; and (fviii) such other assurances, certificates, documents, consents or opinions documents as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations Bank or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower special counsel to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender may reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective Daterequest. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This Agreement First Amendment shall become be effective as of the date first date (the “Third Amendment Effective Date”) that all of the following conditions precedent shall have been satisfied: 2.1 The Administrative Agent’s receipt of above written, subject to the following, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each in form and substance satisfactory to the Administrative Agent: (a) The Administrative Lender shall have received counterparts of this Agreement, in such number as requested by the Administrative Agent, duly First Amendment executed by the Borrower, the Guarantors, the Administrative Agent and Lenders constituting Required Lenders.each Lender; (b) such certificates The Administrative Lender shall have received counterparts of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of this First Amendment executed by the Borrower and by each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a partyGuarantor; (c) The Administrative Lender shall have received a certificate of a Responsible Officer of the Borrower to the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a DefaultSubsidiary Guaranty executed by Dataflex; (d) a fully executed copy of an amendment The Borrower shall have pledged to the Intercreditor AgreementAdministrative Lender, for the benefit of the Lenders, as additional security for the Obligations, all of the issued and outstanding capital stock and other indicia of ownership, whether now existing or hereafter arising, of the Acquisition Subsidiary, pursuant to documentation acceptable to the Administrative Lender; (e) a fully The Administrative Lender shall have received the Replacement Notes, executed copy of an amendment, in each case dated as of (or prior to) by the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan AgreementBorrower; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation indorsement(s), in form and substance acceptable to the Administrative Lender, to the existing mortgagee title policy in favor of the Administrative Lender and the Lenders, covering the Borrower's Corporate Headquarters, confirming that the Lien in favor of the Administrative Lender and the Lenders, and such existing mortgagee title policy, with respect to the Borrower's Corporate Headquarters cover the Replacement Facility B Notes and that neither such Lien nor such mortgagee title policy are adversely affected by the execution and delivery of such Replacement Facility B Notes; (g) Prior to the consummation of the transactions contemplated by the Dataflex Acquisition Documents, the Administrative Lender shall have received such corporate resolutions, opinions, certificates and other information that information, documents and papers as the Administrative Agent or such Lender shall have reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulationrequested, in each case, executed by all necessary or appropriate parties and in form and substance acceptable to the extent requested at least five Business Days prior to Administrative Lender; and (h) The transactions contemplated by the Third Amendment Effective Date. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date Dataflex Acquisition Documents shall have been paidconsummated in accordance with the terms and provisions of the Dataflex Acquisition Documents, to the reasonable satisfaction of the Administrative Lender.

Conditions of Effectiveness. This Agreement shall become effective as The effectiveness of the first date this Amendment (the “Third Amendment No. 1 Effective Date”) that all is subject to the satisfaction of the following conditions precedent shall have been satisfied: 2.1 The Administrative Agent’s receipt of the following, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each in form and substance satisfactory to the Administrative Agentprecedent: (a) The Administrative Agent shall have received counterparts of this Agreement, in such number as requested by the Administrative Agent, Amendment duly executed by the BorrowerBorrowers, each Lender, the GuarantorsIssuing Bank, the Swingline Lender and the Administrative Agent and Lenders constituting Required LendersAgent. (b) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the The Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (c) a certificate of a Responsible Officer of the Borrower to the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default; (d) a fully executed copy of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect received favorable written opinions (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower addressed to the Administrative Agent and the Lenders prior and dated the Amendment No. 1 Effective Date) of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Borrowers, (ii) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, general counsel for the Borrowers and (iii) ▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ counsel for the Foreign Subsidiary Borrower, in each case covering such other matters relating to the ThirdBorrowers, this Amendment or the Amended Credit Agreement as the Administrative Agent shall reasonably request. The Borrowers hereby request such counsels to deliver such opinions. 2.4 (c) The Administrative Agent and each Lender shall have received all documentation (i) a certificate signed by a Financial Officer of the Company certifying that, after giving effect to this Amendment, the Company is in compliance with the conditions set forth in paragraphs (a) and other information (b) of Section 4.02 of the Credit Agreement and (ii) documents consistent with those delivered on the Effective Date of the Credit Agreement as to the corporate power and authority of the Borrowers to execute and deliver this Amendment and to borrow under and perform its obligations under the Amended Credit Agreement. (d) The Administrative Agent shall have received, for the account of each Lender party hereto that delivers its executed signature page to this Amendment by no later than the date and time specified by the Administrative Agent, an upfront fee in an amount equal to the amount previously disclosed to the Lenders. (e) the Administrative Agent or shall have made such reallocations, if any, of each Lender’s Applicable Percentage of the total Revolving Credit Exposures under the Credit Agreement as are necessary in order that the Revolving Credit Exposure with respect to such Lender reasonably requests reflects such Lender’s Applicable Percentage of the total Revolving Credit Exposures under the Amended Credit Agreement. The Borrower hereby agrees to compensate each Lender for any and all losses, costs and expenses incurred by such Lender in order to comply connection with its ongoing obligations under applicable “know your customer” the sale and anti-money laundering rules and regulations, including the U.S. Patriot Act, assignment of any Eurocurrency Loans and the Beneficial Ownership Regulationreallocation described in this Section 4(e), in each case, to case on the extent requested at least five Business Days prior to terms and in the Third Amendment Effective Datemanner set forth in Section 2.16 of the Credit Agreement. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date (f) The Administrative Agent shall have been paidreceived payment of the Administrative Agent’s and its affiliates’ fees and reasonable out-of-pocket expenses (including reasonable out-of-pocket fees and expenses of counsel for the Administrative Agent) in connection with this Amendment.

Conditions of Effectiveness. This Agreement Waiver shall become effective as of the date first date (the “Third Amendment Effective Date”) that all of above written when, and only when, the following conditions precedent shall have been satisfied: 2.1 The Administrative Agent’s receipt (a) the Agent shall have received counterparts of this Waiver executed by the Company, the other Borrowers, the Majority Lenders, and/or, as to any such Majority Lender, advice satisfactory to the Agent that such Lender has executed this Waiver; (b) the Agent shall have received a certificate of the followingSecretary or Assistant Secretary of the Company, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each in form and substance satisfactory to the Administrative Agent: , which certificate shall (ai) counterparts certify as to the incumbency and signature of the officers of the Company executing this Waiver (with the President, a Vice President, the Secretary or Assistant Secretary of the Company attesting to the incumbency and signature of the Secretary or Assistant Secretary providing such certificate), (ii) have attached to it a true and correct copy of the resolutions of the Board of Directors of the Company, which resolutions shall authorize the execution, delivery and performance of this AgreementWaiver, in and (iii) certify that, as of the date of such number as requested by certificate (which shall not be earlier than the Administrative Agentdate hereof), duly executed by the Borrowernone of such resolutions shall have been amended, the Guarantorssupplemented, the Administrative Agent and Lenders constituting Required Lenders. (b) such certificates of resolutions modified, revoked or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a partyrescinded; (c) each Guarantor has executed and delivered a certificate consent in the form of a Responsible Officer of the Borrower to the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a DefaultAnnex A hereto; (d) a fully executed copy of an amendment the Agent shall have received satisfactory evidence that Amendment No. 8 and Waiver to the Intercreditor Agreement;Bridge Facility dated as of the date hereof shall have become effective; and (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each all other fees and expenses of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior (including all reasonable fees and expenses of counsel to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each caseAgent), to the extent requested at least five Business Days invoiced prior to the Third Amendment Effective Date. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date date hereof, shall have been paid.

Conditions of Effectiveness. This Agreement Amendment shall become effective as of on the first date Business Day (the “Third Amendment Effective Date”) that on which (x) Lender has delivered an executed counterpart of this Amendment to Borrower, (y) Lender has received all of the following conditions precedent shall have been satisfied: 2.1 The Administrative Agent’s receipt of the following, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified documents and each in form and substance satisfactory to the Administrative Agentpayments: (ai) counterparts two copies of this Agreement, in such number as requested Amendment executed by the Administrative Agent, duly Borrower; (ii) two copies of a Joinder and Confirmation of Guarantor Documents executed by the Guarantors and Psyop Holdings (the “Confirmation”); (iii) two copies of a Subordination Agreement in the form of Exhibit A hereto, executed by Borrower and Seller (the “Subordination Agreement”); (iv) two copies of a Pledge Amendment executed by Borrower (the “Pledge Amendment”); (v) two copies of an Acknowledgment of Pledge executed by Psyop Holdings (the “Pledge Acknowledgment”); (vi) a certificate of the Secretary of Borrower, which shall certify (a) resolutions of the Guarantorsmanagers of Borrower evidencing approval of this Amendment, the Administrative Agent Subordination Agreement and Lenders constituting Required Lenders. the Pledge Amendment (the “Borrower Documents”) and authorizing the execution and delivery of the same; (b) such certificates the names and true signatures of resolutions or other action, incumbency certificates and/or other certificates the officers of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof Borrower authorized to act as a Responsible Officer in connection with this Agreement sign the Borrower Documents; and (c) that there has been no change to the other Loan Organizational Documents to which such Loan Party is a partyof Borrower since December 10, 2016; (vii) a certificate of the Secretary of each Guarantor, which shall certify (a) resolutions of the managers of each Guarantor evidencing approval of the Confirmation and authorizing the execution and delivery of the same; (b) the names and true signatures of the officers of such Guarantor authorized to sign the Confirmation; and (c) that there has been no change to the Organizational Documents of such Guarantor since December 10, 2016; (viii) a certificate of a Responsible Officer Director of Psyop UK, which shall certify (a) resolutions of the governing body of Psyop UK evidencing approval of the Loan Note Instrument and authorizing the execution and delivery of the same; (b) the names and true signatures of the officers of Psyop UK authorized to sign the Loan Note Instrument; and (c) true, correct and complete copies of the Organizational Documents of Psyop UK; (ix) a certificate of the Secretary of Psyop Holdings, which shall certify (a) resolutions of the board of directors of Psyop Holdings evidencing approval of the Confirmation and the Pledge Acknowledgment and authorizing the execution and delivery of the same; (b) the names and true signatures of the officers of Psyop Holdings authorized to sign the Confirmation and the Pledge Acknowledgment; and (c) true, correct and complete copies of the Organizational Documents of Psyop Holdings; (x) the certificate(s) evidencing all of the capital stock in Psyop Holdings owned by Borrower together with an undated stock power, duly executed in blank and in form and substance reasonably satisfactory to Lender; and (xi) payment from Borrower of all costs and expenses incurred by Lender in connection with the drafting, negotiation, execution and implementation of this Amendment and the other documents referred to herein. If and to the effect that extent Lender has not received at least the requisite number of originals of the documents set forth in clauses (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and through (iiix) no event has occurred and is continuing which constitutes a Default; (d) a fully executed copy of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) above on the Third Amendment Effective Date, Borrower shall cause such originals to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents be delivered to Lender or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five counsel within three Business Days prior to the Third Amendment Effective Datethereafter. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This Agreement Amendment shall become be effective as of the first date (the “Third Amendment Effective Date”) that all December 7, 1999, so long as each of the following conditions precedent shall have been satisfied: 2.1 The (a) the Administrative Agent’s receipt Agent shall receive counterparts of (i) this Amendment and (ii) the Waiver and Fifth Amendment to Term Credit Agreement, each executed by the Required Lenders (as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each Guarantor; (b) the Administrative Agent shall receive counterparts of the followingFirst Amendment to Intercreditor Agreement, each executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, executed by the Borrower and Bank of America, N.A., extending the maturity of the Overline Facility to the end of the Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be etrue and correct; (f) all reasonable out-mails (of-pocket fees and expenses in a .pdf format) connection with the Loan Documents, including this Amendment and the Additional Security Documents, including legal and other professional fees and expenses incurred on or telecopies (in each case, followed promptly by originals prior to the extent set forth below date of this Amendment by Administrative Agent or otherwise requested by any Lender, including, without limitation, the reasonable fees and expenses of Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, shall have been paid; (g) retainers in the amount of $50,000 for Winstead ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) the Administrative AgentAgent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999; and (i) unless otherwise specified and each the Administrative Agent shall receive, in form and substance satisfactory to the Administrative Agent: (a) counterparts of this Agreement, in such number as requested by the Administrative Agent, duly executed by the Borrower, the Guarantors, the Administrative Agent and Lenders constituting Required Lenders. (b) its counsel, such other documents, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party and instruments as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (c) a certificate of a Responsible Officer of the Borrower to the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default; (d) a fully executed copy of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders shall reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective Date. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This Agreement The effectiveness of Section 2 of this Amendment shall become effective as of the first date (the “Third Amendment Effective Date”) that all of be subject to the following conditions precedent shall have been satisfied: 2.1 The Administrative Agent’s receipt of the following, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each in form and substance satisfactory to the Administrative Agentprecedent: (a) counterparts of this Agreement, in such number as requested by the Administrative Agent, duly executed by the Borrower, the Guarantors, the Administrative Agent and Lenders constituting Required the Lenders., which constitute the Majority Lenders, shall have duly executed and delivered this Amendment pursuant to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied; (b) such certificates no Default or Event of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Default (in each case subject to any cure period provided under the Loan Party as Agreement) under the Administrative Agent may require evidencing the identity, authority Loan Agreement shall have occurred and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a partybe continuing; (c) a certificate of a Responsible Officer of the Borrower and Administrative Agent shall have duly executed and delivered that certain Amendment to the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a DefaultFee Letter; (d) a fully executed copy of an amendment Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior to the Intercreditor Agreementdate hereof that reduce the Exercise Price (as defined in each such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by Borrower; (e) a fully executed copy of an amendmentBorrower shall have delivered to Administrative Agent, for the Lenders, new Warrants, in each case dated in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (ieach such Warrant) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreementname on Schedule I attached hereto); and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties Borrower shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event paid or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the reimbursed Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent for their reasonable out of pocket costs and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, expenses (including the U.S. Patriot Act, reasonable fees and expenses of Administrative Agent’s and the Beneficial Ownership Regulation, Lenders’ legal counsel) incurred in each case, connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the extent requested at least five Business Days prior to the Third Amendment Effective DateLoan Agreement. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This Agreement (a) Section 2 of this Amendment shall become effective as of the date first date (above written when, and only when, the “Third Agent shall have received counterparts of this Amendment Effective Date”) that all executed by the Borrower and the Majority Lenders or, as to any of the following conditions precedent Lenders, advice satisfactory to the Agent that such Lender has executed this Amendment and the consent attached hereto executed by each Guarantor, (b) Sections 1 and 4 of this Amendment shall become effective as of the date first above written, after the satisfaction of the condition set forth in Section 5(a) above, when and only when (i) the Borrower shall have been satisfiedissued the Subordinated Notes (2000) and (ii) the Borrower shall have paid (x) all accrued fees and expenses of the Lead Arranger (including reasonable fees and expenses of counsel to the Lead Arranger) and (y) an amendment fee equal to 0.125% of the aggregate Commitments of the Lenders that consent to the effectiveness of this Amendment. (c) Section 3 of this Amendment shall become effective, after the satisfaction of the conditions set forth the Sections 5(a) and (b) above, on and as of the date upon which the Borrower, in its sole discretion, shall have prepaid in full the Term A Loans outstanding on the date of this Amendment and which the Agent shall have received the following: 2.1 The Administrative Agent’s receipt (i) counterparts of this Amendment executed by Term A Lenders indicating their consent to renew or extend at least $50,000,000 of the followingTerm A Commitments in effect on the date hereof, (ii) (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving the Term A Facility and the corresponding modifications to this Agreement, (B) Term A Notes duly executed by the Borrower payable to each of which shall be e-mails (Term A Lender in a .pdf formatprincipal amount equal to such Lender's Term A Commitment and (C) or telecopies (in each casean opinion of Wins▇▇▇▇ ▇▇▇h▇▇▇▇ & ▇ini▇▇ ▇.▇., followed promptly by originals to counsel for the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each Borrower, in form and substance satisfactory to the Administrative Agent: (a) counterparts of this Agreement, in such number as requested by the Administrative Agent, duly executed by the Borrower, the Guarantors, the Administrative Agent and Lenders constituting Required Lenders. (b) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (c) a certificate of a Responsible Officer of the Borrower to the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default; (d) a fully executed copy of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement;Lead Arranger, (iii) written notice from the PNC Borrower of the Term Loan Agreement; A Reset Date, and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as payment of a commitment fee equal to 0.375% of the Third aggregate Term A Commitments of the Term A Lenders that agree to extend their Term A Commitments. This Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic is subject to the extent such event or circumstance has been publicly disclosed by provisions of Section 9.1 of the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective DateExisting Credit Agreement. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This Agreement Amendment shall become --------------------------- effective as of the date first date above written (the “Third Amendment Effective Date”"EFFECTIVE DATE") that all of when, and only when, the following conditions precedent shall have been satisfied: 2.1 (a) The Administrative Agent’s receipt of Agent shall have received on or before the followingEffective Date, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each in form and substance satisfactory to the Administrative AgentAgent and in sufficient copies for each Lender Party: (ai) counterparts of this Agreement, in such number as requested by the Administrative Agent, duly Amendment executed by the Borrower, the Guarantors, the Administrative Agent and Lenders constituting Required Lenders. (b) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement Borrower and the other Loan Documents Required Lenders and each Revolving Credit Lender or, as to which such Loan Party is a party; (c) a certificate of a Responsible Officer any of the Borrower Lenders, advice satisfactory to the effect Agent that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event such Lender has occurred and is continuing which constitutes a Default; (d) a fully executed copy of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreementthis Amendment; (ii) the Huntington Term Loan Agreementconsent attached hereto executed by each Guarantor (the "CONSENT"); (iii) certified copies of (i) the PNC Term resolutions of the Board of Directors of (A) the Borrower approving this Amendment and the matters contemplated hereby, and (B) each Guarantor approving the Consent and the matters contemplated thereby, and (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment, the Consent and the matters contemplated hereby and thereby; (iv) a certificate of the Secretary or an Assistant Secretary of each Loan AgreementParty certifying the names and true signatures of the officers of such Persons authorized to sign this Amendment and the Consent and the other documents to be delivered hereunder; and (ivv) a favorable opinion of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Borrower, as to the due execution, validity and enforceability of this Amendment, the Loan Documents (as amended by this Amendment), and the Consent and as to such other matters as any Lender through the Agent may reasonably request. (b) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgement of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (c) On the Effective Date, the following statements shall be true and the Agent shall have received a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 4.01 of the Credit Agreement are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties ; and (ii) no Default exists under the Credit Agreement. (d) The Borrower shall have been correct as paid to the Agent for the account of each Lender that executes this Amendment an amendment fee equal to 0.25% on the sum of the Commitments of each such other dateLender. 2.3 There (e) The Borrower shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic paid all costs and expenses required under Section 5 hereof. This Amendment is subject to the extent such event or circumstance has been publicly disclosed by provisions of Section 8.01 of the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective DateCredit Agreement. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This Agreement shall become effective as Amendment (including, without limitation, the amendments set forth in Section 1 hereof) is subject to the satisfaction (or waiver) of the first date following conditions (the date of satisfaction of such conditions being referred to herein as the “Third Second Amendment Effective Date”): (a) that all of the following conditions precedent Administrative Agent shall have been satisfied: 2.1 The Administrative Agent’s receipt received counterparts of this Amendment duly executed by (i) each Loan Party, (ii) the following, each of which shall be e-mails Consenting Revolving Lenders and (in a .pdf formatiii) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent; (b) unless otherwise specified and each the Administrative Agent (or its counsel) shall have received a legal opinion from H▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent:Consenting Revolving Lenders; (ac) counterparts of this Agreement, in such number as requested by the Administrative Agent, duly executed by the Borrower, the Guarantors, the Administrative Agent and Lenders constituting Required Lenders. shall have received certificates of good standing from the secretary of state of the state of organization of each Loan Party (b) to the extent such concept exists in such jurisdiction), customary certificates of resolutions or other action, incumbency certificates and/or or other certificates of Responsible Officers of each Loan Party as certifying true and complete copies of the Administrative Agent may require Organizational Documents attached thereto and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement Amendment and the other Loan Documents to which such Loan Party is a partyparty or is to be a party on the Second Amendment Effective Date; (cd) all expenses incurred by (i) the Revolving Lenders (including reasonable and documented fees and out-of-pocket expenses of L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP), (ii) the Administrative Agent (including reasonable and documented fees and out-of-pocket expenses of ArentFox Schiff LLP), in the case of clauses (i) and (ii) hereof, in connection with the execution and delivery of this Amendment, and (iii) the Revolving Lenders (including reasonable and documented fees and out-of-pocket expenses of legal counsel other than L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP) in connection with the First Amendment not otherwise reimbursed prior to the Second Amendment Effective Date, in an aggregate amount not to exceed $50,000, shall have been paid in full in cash or will be paid in full in cash substantially concurrently with the occurrence of the Second Amendment Effective Date; (e) Holdings shall have entered into that certain Agreement and Plan of Merger entered into by and among Bandit Parent, LP, a Delaware limited partnership and Bandit Merger Sub, Inc., a Delaware corporation (the “Merger Agreement”); (f) the representations and warranties of the Borrower contained in Article V of the Existing SP Credit Agreement or any other Loan Document shall be true and correct in all material respects on and as of the date of the Second Amendment Effective Date; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (g) no Default or Event of Default shall have occurred and be continuing as of the Second Amendment Effective Date or would result after giving effect to this Amendment; and (h) the Administrative Agent shall have received certificate of a Responsible Officer of the Borrower to the effect certifying that (i) the conditions specified set forth in Sections 2.2 Section 2(f) and 2.3 Section 2(g) hereof have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default; (d) a fully executed copy of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may requiresatisfied. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective Date. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This Agreement Amendment shall become effective as of the first date when, and only when (the “Third Amendment No. 3 Effective Date”) that all ), each of the following conditions precedent shall have been satisfiedsatisfied or waived: 2.1 (i) The Administrative Agent’s receipt Agent shall have received counterparts of this Amendment executed by (A) each of the followingBorrower and AMR, (B) each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative AgentAgent and the Collateral Agent and (C) unless otherwise specified and each in form and substance of the Required Lenders, or as to any such Lender, advice satisfactory to the Administrative Agent: (a) counterparts of Agent that such Lender has executed this Agreement, in such number as requested by the Administrative Agent, duly executed by the Borrower, the Guarantors, the Administrative Agent and Lenders constituting Required LendersAmendment. (bii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers The Administrative Agent shall have received a certificate of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity signed on behalf of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is by its President or a party; (c) a certificate of a Responsible Officer Vice President and its Secretary or any Assistant Secretary, dated the date of the Borrower Amendment No. 3 Effective Date, certifying as to the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default; (d) a fully executed copy of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each truth of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, Financing Documents as though made on and as of such the date other than of the Amendment No. 3 Effective Date, except to the extent that any such representations representation or warranties that, by their terms, refer warranty relates to another a specified date, in which case such representations representation or warranty shall be or was true and warranties shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, and (ii) the absence of any event occurring and continuing, or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic Amendment No. 3 Effective Date, that constitutes a Default or an Event of Default. (iii) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the extent such event organization, existence and good standing of the Loan Parties, the authorization of the transactions under this Amendment and any other legal matters relating to the Loan Parties, this Amendment or circumstance has been publicly disclosed by the Borrower transactions contemplated hereunder, all in its securities filings or disclosed in writing by the Borrower form and substance reasonably satisfactory to the Administrative Agent and the Lenders prior its counsel. (iv) Immediately before and after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing. (v) The Borrower shall have paid (a) to the Third 2.4 The Administrative Agent, for the benefit of each Lender executing this Amendment on or before 5:00 PM (EST) on June 25, 2009, an amendment fee equal to 0.75% of the Commitments and Advances of each such Lender in effect or outstanding, as the case may be, on the date hereof and (b) all invoiced accrued fees and expenses of the Administrative Agent and each Lender shall have received all documentation the Lead Arrangers (including the reasonable fees and other information that expenses of Shearman & Sterling LLP, counsel for the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership RegulationLead Arrangers, in each case, for which invoices shall have been provided to the extent requested Borrower at least five two Business Days prior to the Third Amendment No. 3 Effective Date). 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This Agreement Amendment shall not become effective as of the first date (the “Third Amendment Effective Date”) that all until each of the following conditions precedent shall have has been satisfied: 2.1 The Administrative 3.1 Bank One, NA, as a Bank (in such capacity “Bank One”) and in its capacity as Agent, Fifth Third Bank (“Fifth Third”), as a Bank, shall have each entered into an Assignment Agreement in the form prescribed by the Credit Agreement, pursuant to the terms of which Bank One shall have assigned to Fifth Third an amount equal to 40% of Bank One’s receipt Commitment under the Credit Agreement as of the followingdate hereof, each of which and the Loan Parties shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified have provided any required consent and each in form and substance satisfactory to the Administrative Agent:acknowledgment with respect thereto. (a) counterparts of this Agreement, in such number as requested by the Administrative Agent, duly 3.2 This Amendment shall have been executed by the BorrowerLoan Parties, the GuarantorsAgent, and the Administrative Agent and Lenders constituting Required LendersBanks. (b) such certificates 3.3 The Loan Parties shall furnish to the Agent certified copies of the resolutions of the Board of Directors or the members, as the case may be, of the Loan Parties approving this Amendment, and of all documents evidencing other necessary corporate or company action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative case may be, and governmental approvals, if any, with respect to this Amendment. 3.4 The Loan Parties shall furnish to the Agent such other approvals, opinions, or documents as the Agent may require evidencing reasonably request. 3.5 The Loan Parties shall furnish to the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (c) a certificate of a Responsible Officer Agent executed originals of the Borrower Amended and Restated Revolving Notes described in Section 1.6 hereof. 3.6 The Loan Parties shall furnish to the effect Agent executed originals of the Amended and Restated Term Notes described in Section 1.7 hereof. 3.7 The Loan Parties shall have entered into such amendments of the Subordination Agreements as shall be acceptable to the Agent so as to provide that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied stated maturity date of all Subordinated Debt shall occur not earlier than the Termination Date (as amended hereby), and (ii) except as otherwise provided in the Subordination Agreements as of the date of this Amendment, no event has occurred and holder of Subordinated Debt is continuing which constitutes a Default; (d) a fully executed copy entitled to receive any regularly scheduled payments of an amendment principal, interest or dividends or any other amount due with respect to the Intercreditor Agreement; Subordinated Debt prior to the stated maturity of such Subordinated Debt, provided, however, that payment of interest with respect to the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Subordinated Debt and the Replacement Notes may be made quarterly (eon a calendar basis) in arrears commencing as of September 30, 2004 and continuing quarterly (on a fully executed copy calendar basis) thereafter, provided that the Fixed Charge Coverage Ratio as of an amendmentthe date of each such interest payment, beginning September 30, 2004, shall as of the date of such payment, be not less than 1.75 to 1, such ratio to be determined in each case dated in accordance with GAAP for the period of four consecutive calendar quarters of the Company then ending. For purposes of determining compliance with the Fixed Charge Coverage Ratio as set forth in this Section 3.7, each calculation shall include in the determination of the “sum” (or prior toas set forth in section (b)(ii) of the definition of Fixed Charge Coverage Ratio contained in the Credit Agreement”) the Third Amendment Effective Dateamount of any interest which has been actually paid by the Company during such 12 month period, or which is proposed to each of be paid with respect to the following (each as defined in ▇▇▇▇▇▇▇ ▇▇▇▇▇ Subordinated Debt and the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and Replacement Notes as of the quarter end for which such Fixed Charge Coverage Ratio is then being tested 3.8 The Loan Parties shall have paid a participation fee solely to Fifth Third Amendment Effective Datein the amount of $10,000. 3.9 The Loan Parties shall have paid the Agent’s Fees in accordance with Section 5.4 of the Credit Agreement, as though made on in the amount of $10,000.00. 3.10 The Loan Parties shall have paid all out of pocket fees and disbursements of the Agent, including all unpaid fees and disbursements of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ PLLC due and owing as of such the date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other datethis Amendment. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective Date. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. (a) This Agreement Amendment shall become effective when, and only when (i) the Managing Agent shall have received counterparts of this Amendment executed by Flagstar, Funding and the Required Lenders or, as to any of the first date Lenders, advice satisfactory to the Managing Agent that such Lenders have executed this Amendment, (ii) the “Third Amendment Effective Date”) that all of the following conditions precedent Managing Agent shall have been satisfied: 2.1 The Administrative Agent’s received the Consent attached hereto, signed by each Subsidiary of Flagstar and (iii) the Managing Agent shall have received a certificate, dated the date of receipt of the following, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested thereof by the Administrative Managing Agent) unless otherwise specified and each , in form and substance satisfactory to the Administrative Managing Agent, signed by a duly authorized officer of each Loan Party, stating that: (aA) counterparts of this Agreement, in such number as requested by the Administrative Agent, duly executed by the Borrower, the Guarantors, the Administrative Agent and Lenders constituting Required Lenders. (b) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (c) a certificate of a Responsible Officer of the Borrower to the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default; (d) a fully executed copy of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in each Loan Document and in Section 3 6 hereof are correct on and as of the Third Amendment Effective Date, date of such certificate as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, and (B) No event has occurred and is continuing that constitutes a Default. (b) Section 4(c)(i) shall become effective on and as of the date on or prior to December 31, 1995 when, in which case such representations and warranties addition to the conditions set forth in clause (a) above, (i) the Proficient Food Transaction shall have been correct consummated and (ii) Flagstar shall have paid to the Managing Agent, in accordance with Section 2.10 of the Credit Agreement and for the account of each Lender who elected a Waiver Percentage, an extension fee equal to 0.125% of such Lender's PFC Elected Commitment Reduction Waiver. (c) Section 4(c)(ii) shall become effective on and as of such other date. 2.3 There shall not have occurred since the date on or prior to December 31, 20171995 when, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic addition to the extent such event or circumstance has been publicly disclosed by conditions set forth in clause (a) above, (i) the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective Date. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date IM Parks Transaction shall have been paidconsummated and (ii) Flagstar shall have paid to the Managing Agent, in accordance with Section 2.10 of the Credit Agreement and for the account of each Lender who elected a Waiver Percentage, an extension fee equal to 0.125% of such Lender's IM Parks Elected Commitment Reduction Waiver.

Conditions of Effectiveness. This Agreement The obligations of the 2021 Incremental Term Lenders to make 2021 Incremental Term Loans under the Amended Credit Agreement, the Incremental Amendments and the Required Lender Amendments shall become effective as of the first date (the “Third First Amendment Effective Date”) that all of on which the following applicable conditions precedent set forth below shall have been satisfied: 2.1 The Administrative Agent’s receipt of the following, each of which shall be e-mails satisfied (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested waived by the Administrative Agent) unless otherwise specified and each in form and substance satisfactory to 2021 Incremental Term Lenders or the Administrative Agent:Required Lenders, as applicable): (a) The Administrative Agent shall have received counterparts of (i) this Agreement, in such number as requested by the Administrative Agent, duly Amendment executed by the Borrower, the Guarantors, the Administrative Agent and (x) in the case of the Incremental Amendments, the 2021 Incremental Term Lenders constituting and (y) in the case of the Required Lenders.Lender Amendments, the Required Lenders (after giving effect to the 2021 Incremental Term Loans), and (ii) the Guarantor Consent and Reaffirmation attached hereto (the “Guarantor Consent”) executed by each Guarantor; (b) The Administrative Agent shall have received a customary legal opinion from Ropes & ▇▇▇▇ LLP, counsel to the Loan Parties; (c) The Administrative Agent shall have received, with respect to each Loan Party, 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), customary certificates of resolutions or other action, incumbency certificates and/or or other certificates of Responsible Officers of each Loan Party as certifying true and complete copies of the Administrative Agent may require Organizational Documents attached thereto (or certifying that such Organizational Documents delivered pursuant to Section 4.01(1)(d) of the Credit Agreement on the Closing Date have not been amended, restated, modified or otherwise supplemented) and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement Amendment and the other Loan Documents to which such Loan Party is a partyGuarantor Consent; (cd) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower to the effect certifying that (i) the conditions specified in Sections 2.2 clauses (f) and 2.3 (g) of this Section 5 have been satisfied satisfied, and (ii) no event has occurred and is continuing which constitutes the First Lien Net Leverage Ratio for the Test Period most recently ended, calculated on a Default; pro forma basis in accordance with Section 2.14 of the Credit Agreement (d) a fully executed copy including, for the avoidance of an amendment doubt, giving effect to the Intercreditor second proviso at the end of Section 2.14(4) of the Credit Agreement) after giving effect to the incurrence of the 2021 Incremental Term Loans on the First Amendment Effective Date, does not exceed 4.75 to 1.00; (e) The Administrative Agent shall have received a fully executed copy solvency certificate from a Financial Officer of an amendment, in each case dated Holdings (after giving effect to the Transactions) based on and consistent with the form attached to the Credit Agreement as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan AgreementExhibit I; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties of the Borrower contained in Section 3 are 6, in Article V of the Credit Agreement or any other Loan Document shall be true and correct in all material respects on and as of the Third Amendment Effective Datedate hereof after giving effect to the Transactions; provided, as though made on and as of such date other than any such representations or warranties that, by their terms, refer that to another date, in which case the extent that such representations and warranties specifically refer to an earlier date, they shall have been be true and correct in all material respects as of such other earlier date. 2.3 There shall not have occurred since December 31; provided, 2017further, that, any event or circumstance, either individually or in the aggregate, representation and warranty that has had or could reasonably be expected is qualified as to have a “materiality,” “Material Adverse Effect Effect” or similar language shall be true and correct (excluding after giving effect to any event or circumstance resulting from qualification therein) in all respects on such respective dates; (g) Immediately after giving effect to this Amendment, no Event of Default shall exist after giving effect to the COVID-19 pandemic making of the 2021 Incremental Term Loans; (h) The Administrative Agent shall have received a Committed Loan Notice no later than 1:00 p.m., New York time, one (1) Business Day prior to the First Amendment Effective Date; (i) The Borrower shall have paid all reasonable and documented out-of-pocket expenses of the Administrative Agent (including, without limitation, the Attorney Costs of the Administrative Agent to the extent such event or circumstance has been publicly disclosed provided for in Section 10.04 of the Credit Agreement) incurred in connection with this Amendment and invoiced pursuant to a detailed line item invoice at least three (3) Business Days (unless otherwise agreed by the Borrower) prior to the First Amendment Effective Date; (j) The Borrower in its securities filings or disclosed in writing shall have paid all fees required to be paid pursuant to the engagement letter, dated as of February 3, 2021, by and among the Borrower to and the Amendment No. 1 Arrangers; (k) The Administrative Agent and the 2021 Incremental Term Lenders shall have received (i) at least one (1) Business Day prior to the Third 2.4 The Administrative Agent and each Lender shall have received First Amendment Effective Date all documentation and other information that about the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, regulations (including the U.S. Patriot USA PATRIOT Act) that has been reasonably requested in writing at least five (5) Business Days prior to the First Amendment Effective Date, and (ii) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a certificate regarding beneficial ownership required by the Beneficial Ownership Regulation (the “Beneficial Ownership Certificate”) in each case, relation to the Borrower to the extent requested by such Person in writing at least five (5) Business Days prior to the Third First Amendment Effective Date.; 2.5 Any fees owed (l) Substantially concurrently with the effectiveness of this Amendment on the First Amendment Effective Date, all accrued and unpaid interest on all Term Loans outstanding immediately prior to any Lender or Arranger required to be paid on or before the Third First Amendment Effective Date to, but not including, the First Amendment Effective Date, shall have been paidpaid to the Administrative Agent for the benefit of the Lenders; and (m) The Administrative Agent shall have received evidence, including recent UCC, tax and judgment lien searches from the jurisdiction of formation and jurisdiction of the chief executive office of each Loan Party, that none of the Collateral is subject to any Liens (other than Liens permitted under Section 7.01 of the Amended Credit Agreement). For purposes of determining compliance with the conditions specified in this Section 5, the Lenders party hereto shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to such Lenders from and after the making by the 2021 Incremental Term Lenders of the 2021 Incremental Term Loans pursuant to Section 2.01(1)(b) of the Amended Credit Agreement and the effectiveness of the Required Lender Amendments.

Conditions of Effectiveness. This Amendment and the amendment of the Credit Agreement as set forth in Section 1 hereof shall become effective as of the first date (such date being referred to as the “Third Amendment No. 1 Effective Date”) that all when each of the following conditions precedent shall have been satisfied: 2.1 The Administrative Agent’s receipt (i) the Borrowers shall have executed and delivered counterparts of the following, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each in form and substance satisfactory this Amendment to the Administrative Agent: , (aii) the Required Lenders shall have executed and delivered counterparts of this Agreement, in such number as requested by the Administrative Agent, duly executed by the Borrower, the Guarantors, Amendment to the Administrative Agent and Lenders constituting Required Lenders.(iii) the Administrative Agent and the Multicurrency Administrative Agent shall have executed a counterpart of this Amendment; (b) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (c) a certificate of a Responsible Officer of the Borrower to the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default; (d) a fully executed copy of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties of the Borrowers (x) contained in Section 3 hereof shall be true and correct in all material respects on and as of the Amendment No. 1 Effective Date; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates and (y) set forth in the Credit Agreement are true and correct on and as of the Third Amendment No. 1 Effective Date, Date in all material respects with the same effect as though made on and as of such the Amendment No. 1 Effective Date (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date other than any such representations or warranties that, by their terms, refer to another date, shall be be true and correct in which case such representations and warranties shall have been correct all material respects only as of such other specified date., and that any representation or warranty which is subject to any materiality qualifier shall be be true and correct in all respects); 2.3 There (c) prior to and immediately after giving effect to this Amendment, no Default or Event of Default shall not have occurred since December 31and be continuing; (d) the Administrative Agent shall have received (i) a certificate of each Borrower, 2017dated the Amendment No. 1 Effective Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors authorizing the execution, delivery and performance of this Amendment, (B) identify by name and title and bear the signatures of the Financial Officers and any event other officers of such Borrower authorized to sign this Amendment, and (C) contain appropriate attachments, including the certificate or circumstance, either individually articles of incorporation or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent organization of such event or circumstance has been publicly disclosed Borrower certified by the relevant authority of the jurisdiction of organization of such Borrower in and a true and correct copy of its securities filings bylaws (or disclosed in writing by the Borrower a confirmation that there have been no changes to such documents since those that were delivered to the Administrative Agent on the Second Amendment Effective Date), and the Lenders prior to the Third 2.4 The Administrative Agent (ii) a certificate of compliance/status/good standing, as applicable, for each Borrower from its jurisdiction of organization and each Lender shall have received all documentation and other information that jurisdiction in which it carries on business as may be reasonably requested by the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five (5) Business Days prior to the Third Amendment No. 1 Effective Date.; 2.5 Any (e) the Borrowers shall pay all reasonable and documented out-of-pocket expenses of the Administrative Agent incurred in connection with the preparation, execution and delivery of this Amendment and the other instruments and documents to be delivered hereunder, if any (but limited, in the case of legal fees owed and expenses, to any Lender or the actual reasonable and documented out- of-pocket fees, disbursements and other charges of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Administrative Agent); and (f) the Borrower shall pay all reasonable fees and expenses due to the Amendment No. 1 Arranger (including, without limitation, fees and reasonable out-of-pocket expenses of counsel to the Amendment No. 1 Arranger) required to be paid on or before the Third Amendment Effective Date shall have been paid.No. 1

Conditions of Effectiveness. This Agreement 3.1 The limited consent set forth in Article I shall become effective as of the first date when, and only when, the Agent shall have received an executed counterpart of this Consent and Amendment from the Lenders constituting the Majority Banks under the Facility Agreement and from the Borrower and the Guarantor. 3.2 The amendments set forth in Article II hereof shall become effective as of the date (the “Third Amendment Effective Date”) that all when, and only when, each of the following conditions precedent shall have been satisfied: 2.1 The Administrative Agent’s receipt of the following, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each in form and substance satisfactory to the Administrative Agent: (a) counterparts The Agent shall have received an executed counterpart of this Agreement, in such number as requested by Consent and Amendment from the Administrative Agent, duly executed by the Borrower, the Guarantors, the Administrative Agent and Lenders constituting Required Lenders.the Majority Banks under the Facility Agreement and from the Borrower and the Guarantor; (b) The Merger shall have been consummated substantially simultaneously with the Amendment Effective Date in accordance with the terms of the Merger Agreement in all material respects and without giving effect to any modifications, amendments, consents or waivers of the terms of the Merger Agreement that are material and adverse to the Lenders or the Agent as reasonably determined by the Agent, without the prior consent of the Majority Banks (such certificates of resolutions consent not to be unreasonably withheld, delayed or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a partyconditioned); (c) The Agent shall have received an executed Guaranty from RenRe Holdings in substantially the form attached hereto as Exhibit A (the “RenRe Holdings Guaranty”); (d) The Agent shall have received a certificate of a Responsible Officer certificate, signed by an officer of the Borrower Guarantor, in form and substance reasonably satisfactory to the effect Agent, certifying that (i) all representations and warranties of the conditions specified Borrower and the Guarantor contained in Sections 2.2 the Facility Agreement and 2.3 the other Finance Documents (including the representations and warranties set forth in Article IV hereof) are true and correct as of the Amendment Effective Date, immediately after giving effect to this Consent and Amendment (except to the extent any such representation or warranty is expressly stated to have been satisfied made as of a specific date, in which case such representation or warranty shall be true and correct as of such date), and (ii) no event Default or Event of Default has occurred and is continuing which constitutes a Default; (d) a fully executed copy as of an amendment the Amendment Effective Date, immediately after giving effect to the Intercreditor Agreementthis Consent and Amendment; (e) a fully executed copy of an amendment, All material governmental authorizations and approvals necessary in each case dated as of (or prior to) connection with the Third Amendment Effective Date, to each consummation of the following Merger shall have been obtained and shall remain in effect and shall not impose any restriction or condition materially adverse to the Agent or the Lenders; and no law or regulation shall be applicable that seeks to enjoin, restrain, restrict, set aside or prohibit, or impose materially adverse conditions upon, the consummation of the Merger; and all third-party consents necessary in connection with the consummation of the Merger shall have been obtained and remain in effect (each as defined except for any third-party consents that are not material or with respect to which the failure to obtain such consents would not result in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreementa Material Adverse Effect); and (f) such other assurances, certificates, documents, consents or opinions as The Borrower and the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations Guarantor shall have paid all reasonable out-of-pocket costs and warranties contained in Section 3 are correct on and as expenses of the Third Lenders in connection with the preparation, negotiation, execution and delivery of this Consent and Amendment Effective Date(including, as though made on without limitation, the reasonable fees and as out-of-pocket expenses of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other datecounsel for the Agent with respect thereto). 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective Date. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This Agreement Amendment shall become effective as of the first date (such date being referred to as the “Third Amendment No. 2 Effective Date”, which date is April 4, 2014) that all when each of the following conditions precedent shall have been satisfied: 2.1 (a) The Administrative Agent’s receipt of Agent shall have received this Amendment, duly executed and delivered by (A) the followingBorrower, each of which shall be e-mails (in a .pdf formatB) or telecopies Holdings, (in each caseC) the MLP, followed promptly by originals to (D) the extent set forth below or otherwise requested by Cashless Option Lenders, (E) the Additional Term B-3 Lender, (F) Consenting Lenders constituting the Required Lenders and (G) the Administrative Agent. (b) unless otherwise specified The Administrative Agent shall have received a Notice of Borrowing in accordance with the requirements of the Credit Agreement. (c) The Administrative Agent shall have received, on behalf of itself and the Lenders, an opinion from ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties, dated as of the Amendment No. 2 Effective Date and addressed to the Administrative Agent and each of the Lenders, in form and substance reasonably satisfactory to the Administrative Agent: (a) counterparts of this Agreement, in such number as requested by the Administrative Agent, duly executed by the Borrower, the Guarantors, the Administrative Agent and Lenders constituting Required Lenders. (bd) The Administrative Agent shall have received such (x) certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Credit Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Credit Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement Amendment and the other Loan Documents to which such Loan Party is a party; (cy) a certificate certificate, dated as of the Amendment No. 2 Effective Date, signed by a Responsible Officer of the Borrower to the effect that (i) Borrower, confirming satisfaction of the conditions specified set forth in Sections 2.2 and 2.3 have been satisfied 4(f) and (ii) no event has occurred and is continuing which constitutes a Default; (d) a fully executed copy of an amendment to the Intercreditor Agreement;g). (e) a fully executed copy Payment of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations all reasonable fees and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower expenses due to the Administrative Agent and the Arranger (as agreed to in writing between the Administrative Agent and/or the Arranger and the Borrower). Substantially simultaneous with effectiveness, the Lenders prior (including all Cashless Option Lenders but excluding the Additional Term B-3 Lender in its capacity as such) under the existing Credit Agreement shall have been paid (x) all accrued principal (other than the principal amount of Converted Term B Loans) and interest on their Term B-2 Loans to, but not including, the Amendment No. 2 Effective Date and (y) the prepayment premium pursuant to Section 5.01(b) of the Credit Agreement. (f) The representations and warranties of the Borrower and each other Credit Party contained in Section 8 of the Credit Agreement or any other Credit Document shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Amendment No. 2 Effective Date, except to the Thirdextent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date. 2.4 (g) No Default or Event of Default shall exist, or would result from the effectiveness of this Amendment or from the application of the proceeds thereof. (h) The Administrative Agent and each Lender (or its counsel) shall have received all documentation and other information a Note executed by Borrower for each Lender that requests such a Note reasonably in advance of the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective Date. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.No. 2

Conditions of Effectiveness. This Agreement Amendment and Restatement shall become effective as of the date first date (above written when, and only when, the “Third Agent shall have received counterparts of this Amendment Effective Date”) and Restatement executed by the Company and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Agent that such Lender has executed this Amendment and Restatement and when the Agent shall have additionally received all of the following conditions precedent shall have been satisfied: 2.1 The Administrative Agent’s receipt of the followingdocuments, each such document (unless otherwise specified) dated the date of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested receipt thereof by the Administrative Agent) Agent (unless otherwise specified specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Administrative Agent:Agent (unless otherwise specified): (a) counterparts Certified copies of (i) the resolutions of the Board of Directors of the Company approving this AgreementAmendment and Restatement and (ii) all documents evidencing other necessary corporate action and governmental approvals, in such number as requested by the Administrative Agentif any, duly executed by the Borrower, the Guarantors, the Administrative Agent with respect to this Amendment and Lenders constituting Required LendersRestatement. (b) such certificates A certificate of resolutions the Secretary or other action, incumbency certificates and/or other certificates an Assistant Secretary of Responsible Officers the Company certifying the names and true signatures of each Loan Party as the Administrative Agent may require evidencing officers of the identity, authority and capacity of each Responsible Officer thereof Company authorized to act as a Responsible Officer in connection with sign this Agreement Amendment and Restatement and the other Loan Documents documents to which such Loan Party is a party;be delivered hereunder. (c) a certificate A favorable opinion of a Responsible Officer Robert M. Reese, Vice President and General Coun▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇y, in substantially the form of Exhibit A hereto and as to such other matters as any Lender through the Borrower to the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default;Agent may reasonably request. (d) a fully executed copy A favorable opinion of an amendment Shearman & Sterling, counsel for the Agent, in form and substance satisfactory to the Intercreditor Agreement;Agent. (e) A certificate signed by a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each duly authorized officer of the following (each as defined in the Intercreditor Agreement):Company stating that: (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 4.01 of the Credit Agreement (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (i)(B) thereof) and in Section 3 hereof are correct on and as of the Third Amendment Effective Date, date of such certificate as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations ; and (ii) No event has occurred and warranties shall have been correct as of such other dateis continuing that constitutes a Default. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective Date. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This (a) The effectiveness of Section 2 of this Agreement shall become effective as be subject to the satisfaction of the first date (the “Third Amendment Effective Date”) that all each of the following conditions precedent precedent: (1) The Administrative Agent shall have been satisfied: 2.1 The Administrative Agent’s receipt of received from the followingBorrower and the Required Lenders a duly executed original (or, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested if elected by the Administrative Agent, an executed facsimile copy) unless otherwise specified and each of this Agreement. (2) The Administrative Agent shall have received the consent of the Subsidiaries of the Borrower party to the Pledge Agreement, the Interco Subordination Agreement, the Security Agreement or the Guaranty, in form and substance satisfactory to the Administrative Agent:, in their capacities as such to the execution and delivery hereof by the Borrower. (a3) counterparts The Administrative Agent shall have received evidence of payment by the Borrower of all fees, costs and expenses due and payable as of the Effective Date hereunder and under the Credit Agreement, including any fees arising under or referenced in Section 3 of this Agreement, in such number as requested by Agreement and any costs and expenses payable under Section 6(g) of this Agreement (including the Administrative Agent's Attorney Costs, duly executed by to the Borrower, extent invoiced on or prior to the Guarantors, the Administrative Agent and Lenders constituting Required LendersEffective Date). (b4) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the The Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the shall have received all other Loan Documents to which such Loan Party is a party; (c) a certificate of a Responsible Officer of the Borrower to the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default; (d) a fully executed copy of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent documents it or the Required Lenders may reasonably may requirerequest relating to any matters relevant hereto, all in form and substance satisfactory to the Administrative Agent. 2.2 (5) The representations and warranties contained in Section 3 are 4 of this Agreement shall be true and correct on and as of the Third Amendment Effective Date, Date with the same effect as though if made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective Date. 2.5 Any fees owed (b) For purposes of determining compliance with the conditions specified in Section 5(a), each Lender that has signed this Agreement shall be deemed to any Lender have consented to, approved or Arranger required accepted or to be paid on satisfied with, each document or before other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Third Amendment Administrative Agent shall have received notice from such Lender prior to the Effective Date specifying its objection thereto. (c) Except as expressly contemplated hereby, the Credit Agreement shall have been paidremain unchanged and in full force and effect and is hereby ratified and confirmed in all respects. (d) The Administrative Agent will notify the Borrower and the Lenders of the occurrence of the Effective Date.

Conditions of Effectiveness. (a) This Agreement Amendment shall become effective as of the date first above written when, and only when, the Administrative Agent shall have received (x) counterparts of this Amendment executed by the Borrower, the Required Lenders and each Affected Lender, or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment and (y) for the ratable account of the Lenders, 1/10% of the sum of the Term A Advances, the Term B Advances, the Acquisition Commitments and the Working Capital Commitments as such Advances and Commitments shall be outstanding immediately prior to the effectiveness of this Amendment (i.e. $260,000). The effectiveness of this Amendment is conditioned upon the accuracy of the factual matters described herein. This Amendment is subject to the provisions of Section 9.01 of the Credit Agreement. (b) This Amendment shall be null and void and of no effect if, on or before April 23, 1997 (or such later date (before July 15, 1997 as the “Third Amendment Effective Date”) that all of Affected Lenders may consent to in writing), the following conditions precedent shall not have been satisfied: 2.1 (1) The Administrative Agent’s receipt Agent shall not have additionally received all of the followingfollowing documents, each such document (unless otherwise specified) dated the date of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested receipt thereof by the Administrative Agent) Agent (unless otherwise specified specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Administrative Agent:Agent (unless otherwise specified): (ai) counterparts Certified copies of (x) the resolutions of the Board of Directors of (A) the Borrower approving this AgreementAmendment, the Collateral Documents, amendments or supplements thereto contemplated hereby and the matters contemplated hereby and thereby and (B) each other Loan Party evidencing approval of the Consent, the Collateral Documents, amendments or supplements thereto contemplated hereby and the matters contemplated hereby and thereby and (y) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment, the Consent, the Collateral Documents, amendments or supplements thereto contemplated hereby and the matters contemplated hereby and thereby; (ii) A certificate of the Secretary or an Assistant Secretary of the Borrower and each other Loan Party certifying the names and true signatures of the officers of the Borrower and such other Loan Party authorized to sign this Amendment, the Consent, the Collateral Documents, amendments or supplements thereto contemplated hereby to any of which they are or are to be a party and the other documents to be delivered hereunder and thereunder; (iii) Counterparts of a consent with respect to this Amendment No. 1, in such number as requested by form satisfactory to the Administrative Agent, duly executed by each of the Loan Parties (other than the Borrower, the Guarantors, the Administrative Agent and Lenders constituting Required Lenders.); (biv) A favorable opinion of Drinker, ▇▇▇▇▇▇ & ▇▇▇▇▇, counsel for the Loan Parties, as to such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party matters as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a partyreasonably request; (cv) A certificate signed by a certificate of a Responsible Officer duly authorized officer of the Borrower to the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default; (d) a fully executed copy of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties stating that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective Date. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.:

Conditions of Effectiveness. This Agreement Amendment No. 3 shall become effective as of the first date (the “Third Amendment Effective Date”) that all upon satisfaction of the following conditions precedent precedent: (a) Agent shall have been satisfied:received eight (8) copies of this Amendment No. 3 duly executed by each Borrower and each Lender; 2.1 The Administrative Agent’s receipt (b) Agent shall have received, for the pro rata benefit of the followingLenders based upon their respective Term Loan C Commitments, each the sum of $37,500 representing a one-quarter of one-percent (0.25%) funding fee with respect to Term Loan C, which shall be e-mails fully earned on the Amendment No. 3 Closing Date and not subject to rebate, refund, proration and/or reduction for any reason; (c) Agent shall have received a Term Note C dated as of the Amendment No. 3 Closing Date for each Lender, evidencing Borrowers’ Obligations with respect to each such Lender’s respective Term Loan C Commitments as of such date, in a .pdf format) or telecopies (in each casethe form annexed hereto as Exhibit A, followed promptly by originals properly completed with respect to the extent set forth below or otherwise requested applicable amount due each Lender; (d) Agent shall have received evidence, in form and substance acceptable to Agent, of a $15,000,000 cash prepayment of Term Loan B; (e) Agent shall have received eight (8) copies of Amendment No. 1 to Intercreditor Agreement in the form annexed hereto as Exhibit B dated as of the Amendment No. 3 Closing Date duly executed by ACAS; (f) Agent shall have received a true and correct copy of an amendment to the Administrative Agent) unless otherwise specified and each Note Purchase Agreement in form and substance satisfactory to the Administrative Agent: (a) counterparts of this Agreement, Agent in such number as requested by the Administrative Agent, duly executed by the Borrower, the Guarantors, the Administrative Agent and Lenders constituting Required Lenders. (b) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a partyall respects; (cg) a certificate of a Responsible Officer of Undrawn Availability shall be not less than $6,000,000 after giving effect to all transactions contemplated herein on the Borrower to the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a DefaultAmendment No. 3 Closing Date; (dh) a fully executed copy Agent shall have received Secretary’s Certificates from each Borrower authorizing the execution, delivery and performance of an amendment Amendment No. 3 in form and substance acceptable to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement):Agent; and (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation opinions of counsel from counsel to each Borrower in form and other information that the Administrative Agent or such Lender reasonably requests in order substance satisfactory to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective DateAgent. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This Agreement Supplemental Indenture has been executed and delivered immediately prior to the effectiveness of the Partnership Merger; provided that, notwithstanding anything in this Supplemental Indenture to the contrary, this Supplemental Indenture shall become effective as to the Successor Issuer simultaneously with the effectiveness of the first date (Partnership Merger and effective as to the “Third Amendment Effective Date”) that all Successor Guarantor simultaneously with the effectiveness of the following conditions precedent shall have been satisfied: 2.1 The Administrative Agent’s receipt of the followingParent Merger; provided, each of which shall be e-mails (in a .pdf format) or telecopies (in each casehowever, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each in form and substance satisfactory to the Administrative Agentthat: (a) the Trustee shall have executed a counterpart of this Supplemental Indenture and shall have received one or more counterparts of this Agreement, in such number as requested by the Administrative Agent, duly Supplemental Indenture executed by the BorrowerIssuer, the GuarantorsParent, the Administrative Agent Successor Issuer and Lenders constituting Required Lenders.the Successor Guarantor; (b) such certificates the Successor Issuer shall have duly executed and filed a certificate of resolutions or other action, incumbency certificates and/or other certificates merger with the Secretary of Responsible Officers State of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity State of each Responsible Officer thereof authorized to act as a Responsible Officer Delaware in connection with this Agreement the Partnership Merger and the other Loan Documents to which effective time of the Partnership Merger established under such Loan Party is a partycertificate shall have occurred; (c) a certificate the Parent and the Successor Guarantor shall have duly executed and filed articles of a Responsible Officer merger with the Maryland State Department of Assessments and Taxation in connection with the Parent Merger, such articles of merger shall have been accepted for record by the Maryland State Department of Assessments and Taxation and the effective time of the Borrower to Parent Merger established under such articles shall have occurred. In addition, concurrently with the effect execution and delivery of this Supplemental Indenture, the Trustee acknowledges that it has received (x) an Officers’ Certificate from each of the Parent (on behalf of itself and on behalf of the Issuer) and the Successor Guarantor (on behalf of itself and on behalf of the Successor Issuer) stating that (i) the Mergers comply with Article X of the Indenture and that all conditions specified in Sections 2.2 and 2.3 precedent therein provided for relating to the Mergers have been satisfied complied with and (ii) no event has occurred this Supplemental Indenture complies with the requirements of Article IX of the Indenture and is continuing which constitutes a Default; authorized and permitted by the Indenture and (dy) a fully executed copy an Opinion of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): Counsel stating that (i) the Regions Term Loan Agreement; Mergers comply with Article X of the Indenture and that all conditions precedent therein provided for relating to the Mergers have been complied with and (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as this Supplemental Indenture complies with Article IX of the Third Amendment Effective Date, as though made on Indenture and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations is authorized and warranties shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed permitted by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective DateIndenture. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This Agreement shall become effective as of the first date (the “Third Amendment Effective Date”) that all of the The following constitute conditions precedent shall have been satisfied: 2.1 The Administrative Agent’s receipt of the following, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each in form and substance satisfactory to the Administrative Agenteffectiveness of this Amendment: (a) counterparts The Lender shall have received written confirmation from the Rating Agencies that this Amendment will not result in the downgrading or withdrawal of this Agreement, in such number as requested the then current ratings of the Commercial Paper Notes by the Administrative Agent, duly executed by the Borrower, the Guarantors, the Administrative Agent and Lenders constituting Required Lenders.any Rating Agency; (b) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement Each Liquidity Lender and the other Credit Enhancer shall have delivered written consent to this Amendment evidenced by their execution of ANNEX A to the Third Amendment to the Liquidity Loan Documents to which such Loan Party is a partyAgreement, dated as of March __, 1997 (the "CONSENT"); (c) a certificate Execution and delivery of a Responsible Officer of this Amendment by the Borrower to the effect that (i) the conditions specified in Sections 2.2 Lender and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a DefaultAlamo; (d) a fully executed copy The Lender and Alamo shall have delivered prior written notice of an amendment this Amendment to the Intercreditor AgreementRating Agencies, the Depositary, the Agent, the Liquidity Agent and each Dealer; (e) a The Lender and Alamo shall have delivered fully executed copy copies of an amendmentthis Amendment to the Rating Agencies, in the Depositary, the Agent, the Liquidity Agent and each case dated as of Dealer; (or prior tof) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): The Lender shall have received from Alamo (i) a copy of the Regions Term Loan Agreement; resolutions of its Board of Directors, certified as of the date hereof by the Secretary thereof, authorizing the execution, delivery and performance of this Amendment and (ii) an incumbency certificate from the Huntington Term Loan Agreement; (iii) the PNC Term Loan AgreementSecretary thereof with respect to its officers, agents or other representatives authorized to execute this Amendment; and (ivg) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation an Opinion of Counsel to Alamo to the effect that this Amendment has been duly authorized, executed and other information that delivered and is the Administrative Agent or such Lender reasonably requests legal, valid and binding obligation of Alamo, enforceable against it in order to comply accordance with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulationsterms, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, subject to the extent requested at least five Business Days prior to the Third Amendment Effective Dateexceptions set forth therein. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This Agreement Waiver shall become effective as of the date first date (the “Third Amendment Effective Date”) that all of above written when, and only when, the following conditions precedent shall have been satisfied: 2.1 The Administrative Agent’s receipt (a) the Agent shall have received counterparts of this Waiver executed by the Company, the other Borrowers, the Majority Lenders, and/or, as to any such Majority Lender, advice satisfactory to the Agent that such Lender has executed this Waiver; (b) the Agent shall have received a certificate of the followingSecretary or Assistant Secretary of the Company, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each in form and substance satisfactory to the Administrative Agent: , which certificate shall (ai) counterparts certify as to the incumbency and signature of the officers of the Company executing this Waiver (with the President, a Vice President, the Secretary or Assistant Secretary of the Company attesting to the incumbency and signature of the Secretary or Assistant Secretary providing such certificate), (ii) have attached to it a true and correct copy of the resolutions of the Board of Directors of the Company, which resolutions shall authorize the execution, delivery and performance of this AgreementWaiver, in and (iii) certify that, as of the date of such number as requested by certificate (which shall not be earlier than the Administrative Agentdate hereof), duly executed by the Borrowernone of such resolutions shall have been amended, the Guarantorssupplemented, the Administrative Agent and Lenders constituting Required Lenders. (b) such certificates of resolutions modified, revoked or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a partyrescinded; (c) each Guarantor has executed and delivered a certificate consent in the form of a Responsible Officer of the Borrower to the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a DefaultAnnex A hereto; (d) a fully executed copy of an amendment the Agent shall have received satisfactory evidence that Amendment No. 7 and Waiver to the Intercreditor AgreementBridge Facility dated as of the date hereof shall have become effective; (e) a fully executed copy the Agent shall have received satisfactory evidence that the board of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each directors of the following Company shall have approved the Transactions (each as defined in the Intercreditor Agreement): (iCommitment Letters) on substantially the Regions Term Loan Agreement; (ii) terms set forth in the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note AgreementCommitment Letters; and (f) such all other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations fees and warranties contained in Section 3 are correct on and as expenses of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior (including all reasonable fees and expenses of counsel to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each caseAgent), to the extent requested at least five Business Days invoiced prior to the Third Amendment Effective Date. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date date hereof, shall have been paid.

Conditions of Effectiveness. This Agreement Amendment shall become effective simultaneously with the consummation of the Acquisition under and as defined in the Share Exchange Agreement dated as of January 5, 1997 among Republic Industries, Inc., National, Santa Anna ▇▇▇dings, Inc. and Emerald Investors, L.L.C. when, and only when, the first date Trustee, the NFC Collateral Agent and the Liquidity Agent shall have received counterparts of this Amendment executed by NFLP, National, the Trustee, the NFC Collateral Agent, the Liquidity Agent, the Series 1996-2 Noteholder, and the Series 1996-2 Enhancement Providers, and counterparts of the Consent hereto executed by the Dealers and the Liquidity Lenders, and Sections 2 and 3 hereof shall become effective when, and only when, (I) such Acquisition shall have been consummated (it being understood and agreed by the “Third Amendment Effective Date”parties hereto that Sections 2 and 3 hereof shall become effective simultaneously with such consummation) that and (II) the Trustee, the NFC Collateral Agent and the Liquidity Agent shall have received all of the following conditions precedent shall have been satisfied: 2.1 The Administrative Agent’s receipt of the followingdocuments, each of which shall be e-mails document (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified indicated) being dated, or dated as of, the date hereof and each in form and substance satisfactory to the Administrative Trustee, the NFC Collateral Agent and the Liquidity Agent: (ai) counterparts The written consent of the Rating Agencies to this AgreementAmendment or, in such number as requested by the Administrative Agent, duly executed by the Borrowerto any Rating Agency, the Guarantorswritten confirmation by such Rating Agency that, upon giving effect to this Amendment, the Administrative Agent and Lenders constituting Required Lenders. (b) Rating Agency Condition will be met with respect to such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (c) a certificate of a Responsible Officer of the Borrower to the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default; (d) a fully executed copy of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan AgreementRating Agency; (ii) A certificate of the Huntington Term Loan Agreement;Secretary or an Assistant Secretary of each of the General Partner of NFLP, National and the Series 1996-2 Noteholder, certifying the names of the individual or individuals authorized to sign this Amendment, together with a sample of the true signature of each such individual; and (iii) An opinion of counsel for NFLP, which counsel is acceptable to the PNC Term Loan Agreement; and (iv) Trustee, stating that the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as amendment of the Third Lease and the Series 1996-2 Supplement made by this Amendment Effective Date, as though made on and as of such date does not affect any Noteholder other than any such representations or warranties that, by their terms, refer to another date, in the Series 1996-2 Noteholder (which case such representations and warranties shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each caseopinion may, to the extent requested at least five Business Days prior the same is based on any factual matter, rely upon an Officer's Certificate as to the Third Amendment Effective Datetruth of such factual matter). 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This Agreement Fourth Amendment shall become effective as of the first date (the “Third Fourth Amendment Effective Date”) that all of the following conditions precedent shall have been satisfied: 2.1 The Administrative Agent’s receipt of the following, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each in form and substance satisfactory to the Administrative Agentwhen: (a) the Administrative Agent shall have received: (i) counterparts of this AgreementFourth Amendment executed by each of the Borrowers, in such number as requested the Lenders and, acknowledged by the Administrative Agent, duly ; and (ii) the Fourth Amendment Documents executed by the Borrower, parties thereto; (b) the GuarantorsCompany shall have paid to the Administrative Agent and/or Banc of America Securities LLC (“BAS”) those fees as set forth in that certain Fee letter between the Company, the Administrative Agent and Lenders constituting Required Lenders. BAS dated May 21, 2010 (b) such certificates of resolutions or other actionthe “Fee Letter”), incumbency certificates and/or other certificates of Responsible Officers including without limitation an upfront fee for the account of each Loan Party as (i) New Lender executing this Fourth Amendment in the Administrative Agent may require evidencing amount of 0.50% of such New Lender’s Commitment, (ii) Existing Lender executing this Fourth Amendment in the identityamount of 0.25% of the portion such Existing Lender’s Commitment that it held prior to the Fourth Amendment Effective Date and which it continues to hold after the Fourth Amendment Effective Date, authority and capacity (iii) Existing Lender executing this Fourth Amendment in the amount of each Responsible Officer thereof authorized 0.50% of the incremental portion of such Existing Lender’s Commitment that represents an increase from such Existing Lender’s Commitment prior to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;Fourth Amendment Effective Date. (c) a certificate of a Responsible Officer of the Borrower to the effect that Administrative Agent shall have received a: (i) Secretary’s Certificate for each of the conditions specified in Sections 2.2 and 2.3 Borrowers: (A) attesting as to the incumbency of authorized officers; (B) certifying that there have been satisfied no changes in the certificate of incorporation or bylaws of the Borrowers, since the date of the Secretary’s Certificate delivered in connection with the execution and delivery of the Credit Agreement; and (C) attaching true and correct copies of evidence of authorization of the Borrowers’ execution and full performance of this Fourth Amendment, the other Fourth Amendment Documents and all other documents and actions required hereunder; and (ii) no event has occurred good standing or subsistence certificates from the jurisdiction of incorporation of each Borrower (or in the case of any Dutch Borrower, an extract from the commercial register showing the existence of such Dutch Borrower) certifying to the due organization and is continuing which constitutes a Defaultgood standing of each Borrower; (d) the Administrative Agent shall have received a fully executed copy favorable opinion of an amendment Drinker ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Intercreditor Agreementdomestic Borrowers and ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel to the Foreign Obligors in form and substance reasonably acceptable to the Administrative Agent and its counsel and addressed to the Administrative Agent and each Lender; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each Company shall have paid all reasonable out-of-pocket costs and expenses of the following Administrative Agent (each as defined including the reasonable fees, charges and disbursements of counsel to the Administrative Agent invoiced to the Company in the Intercreditor Agreement): (ireasonable detail) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreementincurred in connection with this Fourth Amendment; and (f) such other assurancesno Default shall have occurred and be continuing, certificates, documents, consents or opinions would occur as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as a result of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, transactions contemplated by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other datethis Fourth Amendment. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective Date. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This Agreement Amendment shall become effective as of the dated first date reference above (the “Third Amendment Effective Date”) that all ), only if each of the following conditions precedent shall have been satisfied: 2.1 (a) The Administrative Agent’s receipt of Agent shall have received on or before the Amendment Effective Date the following, each of which shall be e-mails dated such day (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each specified), in form and substance satisfactory to the Administrative AgentAgent (unless otherwise specified) and in sufficient copies for each Lender: (ai) The Agent shall have received counterparts of this AgreementAmendment, amendments to Mortgages (and, for avoidance of doubt, each Lender hereby consents to such Mortgage modifications), guarantees and other agreements executed by each Loan Party and in such number as requested by form reasonably satisfactory to the Administrative Agent, duly each Lender (other than any departing Lender) and the Loan Parties; (ii) The Agent shall have received replacement Notes executed by the BorrowerBorrowers, payable to each Lender, in a principal amount equal to such Lender’s Commitment as of the GuarantorsAmendment Effective Date; (iii) The Agent shall have received a counterpart of the Consent attached hereto signed by each Guarantor; (iv) The Agent shall have received the Flood Insurance Documents (as defined in the Loan Agreement); and (v) The Agent shall have received: (A) certified copies of the resolutions of the Board of Directors of the Parent Guarantor on its behalf and on behalf of each Loan Party for which it is the ultimate signatory approving the transactions contemplated by this Amendment to which it or such Loan Party is or is to be a party and (B) an officer’s certificate of each Loan Party (or Responsible Officer of the general partner or managing member of any Loan Party) and of each general partner or managing member (if any) of each Loan Party certifying the names and true signatures of the officers of such Loan Party, or of the Administrative Agent general partner or managing member of such Loan Party, authorized to sign this Amendment, amendments to Mortgages, guarantees and Lenders constituting Required Lendersother agreements executed in connection with the transactions contemplated by this Amendment. (b) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each The Outstanding Principal Balance provided under the Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized Agreement shall have been paid down to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a partyan amount not greater than $285,000,000; (c) a certificate of a Responsible Officer of the Borrower to the effect that The Loan Parties shall have (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default; (d) a fully executed copy of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable Lender’s “know your customer” and anti-money money-laundering rules and regulations, including the U.S. Patriot Act, and (ii) provided to each Lender the documentation and other information so requested in connection with the same; (d) The Agent shall have received a certification of beneficial ownership for each Borrower as required by the Beneficial Ownership Regulation, in each case, ; (e) The Borrowers shall have paid all accrued fees of the Agent and the Lenders and all reasonable and documented out-of-pocket expenses of the Agent (including the reasonable and documented fees and expenses of counsel to the extent requested at least five Business Days Agent) in connection with the Loan, this Amendment and the transactions contemplated by the Loan Documents in accordance with the terms of Section 9.04 of the Loan Agreement; and (f) The Initial Maturity Date (as defined in the Loan Agreement immediately prior to the Third Amendment Effective Date. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date ) shall have been paidextended pursuant to Section 2.16(a) of the Loan Agreement and the Borrowers shall have satisfied all of the conditions precedent thereto.

Conditions of Effectiveness. This Agreement shall become effective as The effectiveness of this Amendment is subject to the first date (the “Third Amendment Effective Date”) that all of the following conditions precedent that: (a) the Administrative Agent shall have been satisfied: 2.1 The Administrative Agent’s receipt received counterparts of this Amendment duly executed by the followingBorrowers, each of which shall be e-mails the Parent (in its capacity as a .pdf format) or telecopies Guarantor), the Required Lenders (in including each caseLender whose Commitment is being increased pursuant hereto (each such Lender, followed promptly by originals to an “Increasing Lender”)), the extent set forth below or otherwise requested by New Lenders and the Administrative Agent; (b) unless otherwise specified the Administrative Agent shall have received counterparts of the Consent and Reaffirmation attached as Exhibit A hereto duly executed by the Subsidiary Guarantors; (c) The Administrative Agent shall have received such instruments, certificates and documents as the Administrative Agent shall reasonably request, including a written opinion of each of (i) ▇▇▇▇▇▇▇ Procter LLP, U.S. counsel for the Loan Parties, (ii) ▇▇▇▇▇▇▇, Bermuda counsel for the Loan Parties, (iii) Stibbe, Dutch counsel for the Loan Parties, (iv) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Zurich, Swiss counsel for the Loan Parties, (v) ▇▇▇▇▇▇▇ ▇▇▇, Australian counsel for the Loan Parties and (vi) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Stirling Scales, Nova Scotia counsel for the Loan Parties, each in form and substance satisfactory reasonably acceptable to the Administrative Agent:. (ad) counterparts the Administrative Agent shall have received from the Company for the account of this Agreementeach Lender that executes and delivers its counterpart hereto as, in and by such number time, as is requested by the Administrative Agent, duly executed by an amendment fee in an amount equal to 0.025% of such Lender’s Commitment under the Borrower, the Guarantors, the Administrative Agent and Lenders constituting Required Lenders. (b) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Credit Agreement and the other Loan Documents to which such Loan Party is a party; (c) a certificate of a Responsible Officer of the Borrower immediately prior to the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default; (d) a fully executed copy of an amendment to the Intercreditor AgreementAmendment No. 2 Effective Date; (e) a fully executed copy the Administrative Agent shall have received from the Company for the account of each Increasing Lender and New Lender, an amendment, in each case dated as of upfront fee equal to the applicable percentage (previously disclosed to such Lender by the Administrative Agent or prior toits affiliates) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): amount of (i) in the Regions Term Loan Agreement; case of an Increasing Lender, such Lender’s Commitment (after giving effect to its incremental Commitment pursuant to this Amendment) in excess of its Commitment under the Credit Agreement immediately prior to the Amendment No. 2 Effective Date and (ii) in the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreementcase of a New Lender, such Lender’s Commitment after giving effect to this Amendment; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that payment and/or reimbursement of the Administrative Agent or such Lender reasonably requests in order to comply with Agent’s and its ongoing obligations under applicable “know your customer” affiliates fees and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each caseexpenses (including, to the extent requested at least five Business Days prior to invoiced, fees and expenses of counsels for the Third Administrative Agent) in connection with this Amendment Effective Dateand the other Loan Documents. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This Agreement Amendment shall become effective as of the first date (such date being referred to as the “Third First Amendment Effective Date”) that all when, and only when, each of the following conditions precedent shall have been satisfied: 2.1 (a) The Administrative Agent’s receipt Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic image scan transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the First Amendment Effective Date) of Fenwick & West LLP, counsel for the Borrower, covering such other matters relating to the Borrower, this Amendment, the other Loan Documents or the transactions contemplated by this Amendment and the other Loan Documents as the Administrative Agent or the Lenders shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the followingBorrower, each the authorization of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals the transactions contemplated hereby and any other legal matters relating to the extent set forth below Borrower, this Amendment, the other Loan Documents or otherwise requested the transactions contemplated hereby and by the Administrative Agent) unless otherwise specified and each other Loan Documents, all in form and substance satisfactory to the Administrative Agent: (a) counterparts of this Agreement, in such number as requested by the Administrative Agent, duly executed by the Borrower, the Guarantors, the Administrative Agent and Lenders constituting Required Lendersits counsel. (b) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (c) a certificate of a Responsible Officer of the Borrower to the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default; (d) The Administrative Agent shall have received a fully executed copy certificate, dated the First Amendment Effective Date and signed on behalf of an amendment to the Intercreditor Borrower by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.2 of the Credit Agreement;. (e) The Administrative Agent shall have received a fully certificate of each Guarantor, executed copy on behalf of an amendmentsuch Guarantor, in each case dated as of (or prior to) certifying to the Third continuing full force and effect, both immediately before and after the First Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; andGuaranty. (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained set forth in Section 3 are Article IV shall be true and correct on and as of the Third First Amendment Effective Date. (g) No Default shall have occurred and be continuing both immediately before and after the First Amendment Effective Date. (h) The Administrative Agent shall have received (i) all accrued and unpaid interest and fees owing to the Exiting Lenders and Continuing Lenders as of the First Amendment Effective Date and (ii) all fees and other amounts due and payable on or prior to the First Amendment Effective Date, as though made on and as of such date other than any such representations or warranties thatincluding, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event invoiced, reimbursement or circumstance has been publicly disclosed payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by any of the Borrower in its securities filings under the Credit Agreement, under this Amendment or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Thirdunder any other Loan Document. 2.4 (i) The Administrative Agent and each Lender shall have received all such documentation and other information that as is reasonably requested by any Lender about the Administrative Agent or such Lender reasonably requests Borrower and the Guarantors in order to comply with its ongoing obligations under respect of applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot USA PATRIOT Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective Date. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This Agreement Amendment shall become effective as when, and only when, the Administrative Agent shall have received counterparts of this Amendment duly executed by the first date (Borrower, the “Third Amendment Effective Date”) that Co-Agents, the Banks, and the Guarantors, and all of the following conditions precedent shall have been satisfied: 2.1 The Administrative Agent’s receipt of the following, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each items in form and substance satisfactory to the Administrative AgentAgent and the Banks: (a) counterparts Copies of this Agreement, in such number as requested the resolutions of the Board of Directors or Executive Committee of the Borrower approving the transactions contemplated by the Administrative Agent, duly executed by the BorrowerAllstate Noteholder Agreements, the Guarantorsdocuments and instruments executed in connection therewith, and this Amendment and the Administrative Agent and Lenders constituting Required Lendersdocuments executed in connection herewith. (b) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers A fully executed copy of each Loan Party as of the Administrative Agent may require evidencing the identityAllstate Noteholder Agreements, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;any material related documents. (c) a certificate A fully executed Amended and Restated Sharing Agreement, dated as of a Responsible Officer March 15, 1999, in substantially the form of the Borrower to the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default;Exhibit C hereto. (d) A certificate signed by a fully executed copy of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each duly authorized officer of the following (each as defined in the Intercreditor Agreement):Borrower stating that: (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 4 of the Amendment and the other representations and warranties contained in Article 5 of the Credit Agreement, as amended, and in the other Facility Documents are true and correct in all material respects on and as of the Third Amendment Effective Date, date of such certificate as though made on and as of such date other than any (unless such representations or warranties that, by their terms, refer representation and warranty is limited to another a particular date, in which case case, such representations representation and warranties warranty shall have been be true and correct in all material respects as of such other date); (ii) Upon the consummation of the transactions described in the Allstate Noteholder Agreements, the Borrower shall be in compliance with the financial covenants contained in Article 8 of the Credit Agreement, as amended, as of the date of such certificate; and (iii) After giving effect to the terms of this Amendment, the Allstate Noteholder Agreements, and the amendments to the Noteholders Documents, no event shall have occurred and be continuing which constitutes a Default or an Event of Default. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower e) Payment to the Administrative Agent of all costs, fees, expenses and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that charges incurred by the Administrative Agent or such Lender reasonably requests in order to comply connection with its ongoing obligations under applicable “know your customer” the negotiation, preparation, execution and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective Datedelivery of this Amendment. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This Agreement The obligations of the Lenders to make Loans (or to purchase participations in Swingline Loans) hereunder shall become effective as of on the first date (the “Third Amendment Effective Date”) that all on which each of the following conditions precedent is satisfied (or waived in accordance with Section 10.02): (a) The Administrative Agent (or its counsel) shall have been satisfied:received from each party hereto a counterpart of this Agreement signed on behalf of such party. 2.1 (b) The Administrative Agent’s receipt Agent shall have received reasonably satisfactory written opinions (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of M▇▇▇▇ ▇▇▇▇▇ LLP, special New York counsel for the Credit Parties, and S▇▇▇▇▇▇ M▇▇▇▇▇▇▇ H▇▇▇▇▇ LLP, special counsel for the Credit Parties, substantially in the forms of Exhibit E-1 and E-2, respectively, and covering such other matters relating to the Credit Parties, this Agreement or the Transactions as the Required Lenders shall reasonably request. The Credit Parties hereby request such counsel to deliver such opinion. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the followingCredit Parties, each the authorization of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals the Transactions and any other legal matters relating to the extent set forth below Credit Parties, this Agreement or otherwise requested by the Administrative Agent) unless otherwise specified and each Transactions, all in form and substance satisfactory to the Administrative Agent: (a) counterparts of this Agreement, in such number as requested by the Administrative Agent, duly executed by the Borrower, the Guarantors, the Administrative Agent and Lenders constituting Required Lendersits counsel. (bd) such certificates of resolutions The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the President, a Vice President or other action, incumbency certificates and/or other certificates of Responsible Officers a Financial Officer of each Loan Party as the Administrative Agent may require evidencing the identityCredit Party, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;stating that: (c) a certificate of a Responsible Officer of the Borrower to the effect that (i) the conditions specified representations and warranties contained in Sections 2.2 Article III of this Agreement are correct on and 2.3 have been satisfied and as of the Closing Date; and (ii) no event has occurred and is continuing which that constitutes a Default; (d) a fully executed copy of an amendment to the Intercreditor Agreement;. (e) a fully executed copy of an amendment, in each case dated as of (The Administrative Agent shall have received all fees and other amounts due and payable on or prior to) to the Third Amendment Effective Closing Date, including, to each the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; andBorrower hereunder. (f) The Borrower shall have repaid all obligations owing and outstanding under each Existing Agreement. (g) All governmental and material third party approvals necessary in connection with the execution, delivery and performance of this Agreement shall have been obtained and be in full force and effect. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other assurances, certificates, documents, consents matter required hereunder to be consented to or opinions as approved by or acceptable or satisfactory to a Lender unless the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of received notice from such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders Lender prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with proposed Closing Date specifying its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective Dateobjection thereto. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This Agreement Amendment shall become effective as of on the first date Business Day (the “Third Second Amendment Effective Date”) that on which (x) Lender has received all of the following conditions precedent shall have been satisfied: 2.1 The Administrative Agent’s receipt of the following, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent documents and payments set forth below or otherwise requested by the Administrative Agentbelow, and (y) unless otherwise specified and each in form and substance satisfactory to the Administrative Agent: (a) counterparts Lender has delivered an executed counterpart of this Agreement, in such number as requested by the Administrative Agent, duly executed by the Amendment to Borrower, the Guarantors, the Administrative Agent and Lenders constituting Required Lenders. (b) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (c) a certificate of a Responsible Officer of the Borrower to the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default; (d) a fully executed copy of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreementtwo copies of this Amendment executed by Borrower; (ii) one copy of the Huntington Term Loan AgreementSubstitute Note executed by Borrower; (iii) two copies of a Confirmation and Amendment of Guarantor Documents executed by the PNC Term Loan Guarantors (the “Confirmation”); (iv) a certificate of the Secretary of Borrower (the “Borrower Secretary’s Certificate”) which shall certify (a) resolutions of the managers of Borrower evidencing approval of this Agreement and authorizing the execution and delivery of the same; (b) the names and true signatures of the officers of Borrower authorized to sign this Agreement; and (c) that there has been no change to the Organizational Documents of Borrower since April 23, 2015; (v) a certificate of the Secretary of each Guarantor (the “Guarantor Secretary’s Certificate”) which shall certify (a) resolutions of the managers of each Guarantor evidencing approval of the Confirmation and authorizing the execution and delivery of the same; (b) the names and true signatures of the officers of such Guarantor authorized to sign the Confirmation; and (c) that there has been no change to the Organizational Documents of such Guarantor since April 23, 2015; (vi) certificates of good standing with respect to each Obligor from the jurisdictions indicated on the Borrower Secretary’s Certificate and the Guarantor Secretary’s Certificate; and (ivvii) payment from Borrower of all costs and expenses incurred by Lender in connection with the Prudential Note Agreement; and (f) such drafting, negotiation, execution and implementation of this Amendment, the Confirmation and the other assurances, certificates, documents, consents or opinions as documents referred to herein. If and to the Administrative Agent or extent Lender has not received at least the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as requisite number of originals of the Third documents set forth in clauses (i) through (v) above on the Second Amendment Effective Date, as though made on and as of Borrower shall cause such date other than any such representations originals to be delivered to Lender or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five counsel within three Business Days prior to the Third Amendment Effective Datethereafter. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This Agreement Amendment shall become effective as of the first date (such date being referred to as the “Third Amendment Fourth Restatement Effective Date”) when each of the following conditions shall have been satisfied (it being understood, for the avoidance of doubt, that the Extension Amendments shall become effective upon satisfaction of all the following conditions applicable thereto (the “Extension Effective Time”) and the Incremental Amendments shall become effective upon satisfaction of all of the following conditions precedent shall have been satisfied: 2.1 The Administrative Agent’s receipt of applicable thereto (the following, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each in form and substance satisfactory to the Administrative Agent:“Incremental Effective Time”)): (a) The Administrative Agent (or its counsel) shall have received counterparts of this Agreement, in such number as requested Amendment signed by (i) the Administrative Agent, duly executed by the BorrowerBorrowers, the Guarantors, the Administrative Agent Agent, and (ii) (w) in the case of the Extension Amendments, the Extended Maturity Term A Dollar Lenders, the Extended Maturity Term A Euro Lenders, the Extended Maturity U.S. Revolving Credit Lenders, the Extended Maturity Japanese Revolving Credit Lenders constituting and the Extended Maturity Swiss/Multicurrency Credit Lenders, (x) in the case of the Incremental Amendments, the Incremental Term A-3 Lenders and the Incremental Revolving Credit Lenders, (y) in the case of the Financial Covenant Amendments, the Required LendersFacility Lenders under the Revolving Credit Facilities and the Term A Facilities (after giving effect to the Incremental Amendments and the Incremental Revolver/Term A Loan Increase) and (z) in the case of the Required Lender Amendments, the Required Lenders (after giving effect to the Incremental Amendments and the Incremental Revolver/Term A Loan Increase). (b) such The Administrative Agent shall have received the legal opinion of Ropes & ▇▇▇▇ LLP, counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent. (c) The Administrative Agent shall have received (i) copies of each Organization Document for each Borrower and each Guarantor, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Fourth Restatement Effective Date or a recent date prior thereto; (ii) signature and incumbency certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers the officers of each Loan Party Borrower and each Guarantor executing this Amendment; (iii) resolutions of the Board of Directors or similar governing body of the each Borrower and each Guarantor approving and authorizing the execution, delivery and performance of this Amendment and certified as of the Fourth Restatement Effective Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment and (iv) if available, a good standing certificate from the applicable Governmental Authority of each Borrower’s and each Guarantor’s jurisdiction of incorporation, organization or formation, each dated a recent date prior to the Fourth Restatement Effective Date. (d) The Administrative Agent and the Lead Arrangers shall have been paid all fees payable to the Administrative Agent may require evidencing and the identityLead Arrangers, authority and capacity of each Responsible Officer thereof authorized respectively, on the Fourth Restatement Effective Date and, to act the extent invoiced at least three (3) Business Days prior to the Fourth Restatement Effective Date (or as a Responsible Officer otherwise reasonably agreed by the Parent Borrower), out-of-pocket expenses required to be paid by the Parent Borrower in connection with this Agreement Amendment, including the Attorney Costs of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, in accordance with Section 10.04 of the Fourth Amended and Restated Credit Agreement. (e) The Administrative Agent shall have received an officer’s certificate with respect to the Borrowers and the other Loan Documents Guarantors in form and substance reasonably satisfactory to which such Loan Party is a party;the Administrative Agent. (cf) The Administrative Agent shall have received a certificate Note executed by the Parent Borrower in favor of each Extended Maturity Term A Lender, Extended Maturity Revolving Credit Lender, Incremental Term A-3 Lender and Incremental Revolving Credit Lender requesting a Responsible Officer Note, if any. (g) The Administrative Agent shall have received for the account of each Term A Dollar Lender, Term A Euro Lender and Revolving Credit Lender from the Parent a fee payable in Dollars (or Euros, as applicable) equal to (A) with respect to any Lender that holds, after giving effect to the Fourth Restatement Effective Date, an aggregate principal amount of Term A Loans and/or Revolving Credit Commitments in an amount equal to or greater than $100.0 million of Term A Dollar Loans, Term A Euro Loans (in U.S. dollar equivalents) and/or Revolving Credit Commitments, 0.275% of the Borrower aggregate principal amount of the Term A Dollar Loans, Term A Euro Loans and/or Revolving Credit Commitments held by such Term A Dollar Lender, Term A Euro Lender and/or Revolving Credit Lender, as applicable, after giving effect to the Fourth Restatement Effective Date and (B) with respect to any Lender that holds, after giving effect that to the Fourth Restatement Effective Date, an aggregate principal amount of Term A Loans and/or Revolving Credit Commitments in an amount less than $100.0 million of Term A Dollar Loans, Term A Euro Loans (in U.S. dollar equivalents) and/or Revolving Credit Commitments, 0.200% of the aggregate principal amount of the Term A Dollar Loans, Term A Euro Loans and/or Revolving Credit Commitments held by such Term A Dollar Lender, Term A Euro Lender and/or Revolving Credit Lender, as applicable, after giving effect to the Fourth Restatement Effective Date. (h) The Administrative Agent shall have received a notice of prepayment pursuant to Section 2.05(a)(i) of the Existing Credit Agreement with respect to the Non-Extending Term A Dollar Loans, Non-Extending Term A Euro Loans and Non-Extending Revolving Credit Commitments, in accordance with the terms of the Existing Credit Agreement. (i) Each of (x) the conditions specified Non-Extending Term A Dollar Loan Prepayment, (y) the Non-Extending Term A Euro Loan Prepayment and (z) the Non-Extending Revolving Credit Commitment Reduction, shall have occurred at or substantially concurrently with the Extension Effective Time and the Incremental Effective Time. (j) The Administrative Agent shall have received a Committed Loan Notice with respect to the Incremental Term A-3 Loans no later than 12:00 p.m. on the Business Day immediately prior to the Fourth Restatement Effective Date. (k) The Administrative Agent shall have received a Solvency Certificate from the chief financial officer of the Parent Borrower in Sections 2.2 substantially the form attached hereto as Annex C. (l) The Administrative Agent shall have received (i) joinders to the U.S. Guaranty and 2.3 have been satisfied the Security Agreement and a Uniform Commercial Code financing statement for each Guarantor (to the extent not already a Guarantor) in proper form for filing and (ii) no event has occurred and is continuing which constitutes a Default;completed Collateral Questionnaire dated the Fourth Restatement Effective Date. The Loan Parties shall have used their commercially reasonable efforts to create in favor of Administrative Agent, for the benefit of the Secured Parties, a valid, perfected first priority security interest in the personal property Collateral to the extent required by the Security Agreement, including using commercially reasonable efforts to deliver: (dA) a fully executed copy certificates, if any, representing the Equity Interests of an amendment each Guarantor (to the Intercreditor extent not previously delivered to the Administrative Agent), together with undated stock powers executed in blank, in each case to the extent required by the Security Agreement; (eB) a fully executed copy of an amendmentIntellectual Property Security Agreements, in each case dated as of (proper form for filing or prior to) recording in the Third Amendment Effective DateU. S. Patent and Trademark Office and/or U. S. Copyright Office, to each memorializing and recording the encumbrance of the following Collateral listed in Schedule A to the Security Agreement consisting of registered or applied for U.S. Patents, U.S. Trademarks and U.S. Copyrights (each as defined in the Intercreditor Security Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement); and (ivC) opinions of local counsel (which shall be reasonably satisfactory to Collateral Agent) with respect to the Prudential Note Agreement; andcreation and perfection of the security interests in favor of the Administrative Agent, or the Secured Parties, as applicable, in such Collateral and such other matters governed by the laws of each jurisdiction in which any Loan Party is incorporated or otherwise formed as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent. (fm) such other assurances, certificates, documents, consents or opinions as The Administrative Agent shall have received evidence that all insurance required to be maintained pursuant to the Credit Documents has been obtained and is in effect and that the Administrative Agent or has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Required Lenders Administrative Agent shall have been reasonably may requirerequested to be so named. 2.2 (n) The representations and warranties contained in Section 3 are correct on and as Administrative Agent shall have received the results of searches of the Third Amendment Uniform Commercial Code filings (or equivalent filings) made with respect to each Borrower and each Guarantor in the state of formation of such Person, together with copies of the financing statements (or similar documents) disclosed by such search. (o) At least three (3) Business Days prior to the Fourth Restatement Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations required by regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the U.S. Patriot ActUSA PATRIOT Act that has been requested in writing at least ten (10) Business Days prior to the Fourth Restatement Effective Date. (p) (a) the representations and warranties made by or on behalf of Quintiles Holdings and its subsidiaries in the IMS-Quintiles Merger Agreement as are material to the interests of the Incremental Term A-3 Lenders shall be true and correct on the Fourth Restatement Effective Date (or as of a specified date, and if earlier), but only to the Beneficial Ownership Regulationextent that IMS Health Holdings (or an affiliate of IMS Health Holdings) has the right to terminate its (or such affiliate’s) obligations under the IMS-Quintiles Merger Agreement or decline to consummate the IMS-Quintiles Merger, in each case, as a result of a breach of such representations in the IMS-Quintiles Merger Agreement, (b) the Specified Representations, the representations and warranties in Section 5.14 of the Fourth Amended and Restated Credit Agreement, and with respect to the use of proceeds of the Incremental Term A-3 Loans used to fund the IMS-Quintiles Merger on the Fourth Restatement Effective Date only, the representations and warranties in Sections 5.18(b) and (c)(ii) of the Fourth Amended and Restated Credit Agreement and with respect to the Incremental Revolving Credit Commitments and the Incremental Term A-3 Loans used to fund the Non-Extending Term A Dollar Loan Prepayment and the Non-Extending Term A Euro Loan Prepayment only, the representations and warranties of each Loan Party set forth in Article V of the Fourth Amended and Restated Credit Agreement and each other Credit Document, shall be true and correct in all material respects on and as of the Fourth Restatement Effective Date, except to the extent requested 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, (c) the execution and delivery of this Amendment by the Parent Borrower and the Guarantors and the performance of their obligations hereunder will not result in an event of default (after giving effect to any grace periods or qualifications thereunder, and excluding any cross-defaults or cross acceleration provisions) under the terms of the Quintiles Receivables Financing and/or the Senior Notes outstanding on the Fourth Restatement Effective Date, (d) with respect to the Incremental Term A-3 Commitments, no Event of Default under Sections 8.01(a) or (f) of the Fourth Amended and Restated Credit Agreement shall exist after giving effect to the Incremental Term A-3 Commitments and (e) with respect to the Incremental Revolving Credit Commitments only, no Default or Event of Default shall exist after giving effect to the Incremental Revolving Credit Commitments. (q) The IMS-Quintiles Merger shall have been consummated or shall be consummated substantially contemporaneously with the establishment of the Incremental Term A-3 Commitments in accordance in all material respects with the IMS-Quintiles Merger Agreement (without giving effect to any amendment, modification, waiver or consent thereof which is materially adverse to the Lenders or the Lead Arrangers for the Incremental Term A-3 Commitments (in their capacities as such) without the prior written consent of such Lead Arrangers (it being understood that (a) any amendment or other modification to, or any consent by IMS Health Holdings with respect to the definitions of “Quintiles Material Adverse Effect” and/or “IMS Health Material Adverse Effect”, shall in each case, be deemed to be a modification which is materially adverse to the Lenders and the Lead Arrangers and (b) any request made by IMS Health Holdings (without the consent of the Lead Arrangers (such consent not to be unreasonably withheld, conditioned or delayed)) pursuant to clause (I) of the definition of “Quintiles Material Adverse Effect” shall be deemed to be materially adverse to the Lead Arrangers). (r) Since the date of the IMS-Quintiles Merger Agreement, there shall not have occurred any event, change, circumstance, occurrence, effect or state of facts that, individually or in the aggregate, has had or would reasonably be expected to have a (x) Quintiles Material Adverse Effect (as defined in the IMS-Quintiles Merger Agreement), without giving effect to any request made by IMS Health Holdings pursuant to clause (I) of the definition of “Quintiles Material Adverse Effect” without the consent of the Lead Arrangers (such consent not to be unreasonably withheld, conditioned or delayed) and/or (y) an IMS Health Material Adverse Effect (as defined in the IMS-Quintiles Merger Agreement). (s) The Administrative Agent shall have received an officer’s certificate with respect to the Borrowers and the Guarantors in form and substance reasonably satisfactory to the Administrative Agent as to satisfaction of the conditions set forth in clauses (p), (q) and (r) of this Section 5 and as to the representations and warranties in Section 6 of this Amendment. (t) The Lead Arrangers shall have received (a)(i) a GAAP audited consolidated balance sheet and related statements of income, stockholders’ equity and cash flows of IMS Health Holdings for the most recently completed fiscal year ended at least five Business Days 60 days prior to the Third Amendment Fourth Restatement Effective Date, (b) a GAAP audited consolidated balance sheet and related statements of income, stockholders’ equity and cash flows of Quintiles Holdings for the fiscal year ended the most recently completed fiscal year ended at least 60 days prior to the Fourth Restatement Effective Date, (c) GAAP unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of IMS Health Holdings for (i) March 31, 2016 and (ii) each subsequent fiscal quarter ended at least 45 days prior to the Fourth Restatement Effective Date and (d) GAAP unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Quintiles Holdings for (i) March 31, 2016 and (ii) each subsequent fiscal quarter ended at least 45 days prior to the Fourth Restatement Effective Date (it being understood that the conditions described in this clause (t) may be satisfied with respect to financial information of IMS Health Holdings and Quintiles Holdings by filing such entity’s Form 10-Q, 10-K or other public filings, as applicable). 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date (u) The Lead Arrangers shall have received a pro forma consolidated balance sheet and related pro forma consolidated statements of income and cash flows of Holdings as of and for the four-fiscal quarter period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements have been paid.de

Conditions of Effectiveness. This Agreement Amendment shall become effective as of the first date (the “Third Amendment Effective Date”) that all on which, and only if, each of the following conditions precedent shall have been satisfied:satisfied (or waived by the Required Lenders): 2.1 (a) The Administrative Agent’s receipt of the followingAgent shall have received, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each in form and substance satisfactory to the Administrative Agent: (a) , counterparts of this AgreementAmendment executed by each of the Loan Parties, in such number as requested by the Lenders collectively comprising at least the Required Lenders and the Administrative Agent, duly executed by the Borrower, the Guarantors, the Administrative Agent and Lenders constituting Required Lenders. (b) such certificates of resolutions or All loans and other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as obligations owing by the Administrative Agent may require evidencing Borrower under the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this PNC Bank Credit Agreement and all outstanding loans under the other Loan Documents to which such Loan Party is JPM Credit Agreement (in the case of the loans under the JPM Credit Agreement, without a party;corresponding permanent reduction of the Revolving Commitments under the JPM Credit Agreement) shall have been, or substantially concurrently with the Amendment Effective Date shall be, paid in full. (c) a certificate of a Responsible Officer of the Borrower The Administrative Agent shall have received, in form and substance satisfactory to the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default; (d) a fully executed copy of Administrative Agent, an amendment to the Intercreditor JPM Credit Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties it being understood that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, any such amendment that is in substantially the same form as this Amendment or otherwise substantially consistent with the summary of amendment terms previously approved by the Administrative Agent shall be deemed satisfactory. (d) Since May 3, 2021, there shall not have been any Asset Disposition of an Unencumbered Property or any incurrence of Indebtedness secured by a Lien on any Unencumbered Property. (e) The Administrative Agent shall have received a certificate of a Secretary or an Assistant Secretary of the Borrower certifying (i) as to the extent requested at least five Business Days resolutions authorizing the transactions contemplated by this Amendment, (ii) that there have been no amendments to the formation documents of the Borrower since June 30, 2020, or, if there have been any amendments, attaching copies of such amendments, and (iii) that there have been no changes to the incumbency of officers authorized to execute this Amendment since June 30, 2020, or, if there have been any changes, certifying as to any such changes. (f) The Borrower shall have paid to the Administrative Agent for the benefit of each Lender that executes and delivers a signature page to this Amendment on or prior to the Third Amendment Effective Date (each, a “Consenting Lender”) a consent fee in an amount equal to 0.075% of the outstanding principal amount of each Consenting Lender’s Loans. (g) To the extent invoiced to the Borrower at least one (1) Business Day prior to the Amendment Effective Date. 2.5 Any , all of the reasonable out-of-pocket expenses of the Administrative Agent (including the reasonable fees owed to any Lender or Arranger required to be paid and expenses of one firm of counsel for the Administrative Agent) due and payable on or before the Third Amendment Effective Date shall have been paidpaid in full.

Conditions of Effectiveness. This Agreement First Amendment shall become be effective as of March 30, 1998, subject to the first date following: (a) the “Third Administrative Lender shall have received a counterpart of this First Amendment Effective Date”executed by each Lender; (b) that the Administrative Lender shall have received a counterpart of this First Amendment executed by the Borrower and by each Guarantor; (c) the Administrative Lender shall have received all of the following conditions precedent payments required to be made by the Borrower as of the date of this Amendment pursuant to the terms of a certain fee letter agreement, of even date herewith, among the Borrower and the Administrative Lender; (d) the Administrative Lender shall have been satisfied:received the sum of $ __________ from the Borrower, such sum representing accrued and unpaid interest on the Obligations attributable to the period from August 15, 1997 through and including March 30, 1998, calculated in accordance with the provisions of Section 1.5 of this First Amendment (it being expressly understood and agreed among the parties hereto that the provisions of Section 1.5 of this Amendment, and the interest rates provided therein, shall be effective with respect to the Obligations as of August 15, 1997 notwithstanding the general effective date of this First Amendment of March 30, 1998); 2.1 The (e) the Administrative Agent’s receipt Lender shall have received the sum of $ __________ from the Borrower, such sum representing the accrued and unpaid portion of the followingCommitment Fee on the Obligations attributable to the period from August 15, 1997 through and including March 30, 1998, calculated in accordance with the provisions of Section 1.6 of this First Amendment (it being expressly understood and agreed among the parties hereto that the provisions of Section 1.6 of this Amendment, and the Commitment Fee provided therein, shall be effective with respect to the Obligations as of August 15, 1997 notwithstanding the general effective date of this First Amendment of March 30, 1998); (f) the Administrative Lender shall have received certified resolutions of the respective board of directors of each of which shall be e-mails the Borrower and each Guarantor authorizing the execution, delivery and performance of this First Amendment; and (in a .pdf formatg) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each Lender shall have received, in form and substance satisfactory to the Administrative Agent: (a) counterparts of this AgreementLender, in such number as requested by the Administrative Agentother documents, duly executed by the Borrower, the Guarantors, the Administrative Agent certificates and Lenders constituting Required Lenders. (b) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party instruments as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (c) a certificate of a Responsible Officer of the Borrower to the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default; (d) a fully executed copy of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may Lender shall require. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective Date. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This Agreement Amendment shall become effective as of the date first date above written (the “Third Amendment No. 6 Effective Date”) that all when, and only when, each of the following conditions precedent shall have been satisfied: 2.1 (a) The Administrative Agent’s receipt Agent shall have received counterparts of (x) this Amendment executed by the undersigned, the Required Lenders and ▇▇▇▇▇▇▇ holding over 50% of the followingTerm A Advances or, each as to any of which shall be e-mails (in a .pdf format) or telecopies (in each casethe Lenders, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each in form and substance advice satisfactory to the Administrative Agent: Agent that such ▇▇▇▇▇▇ has executed this Amendment, and (ay) counterparts of this Agreement, in such number as requested by the Administrative Agent, duly Consent attached hereto executed by each of the Borrower, the Subsidiary Guarantors, the Administrative Agent and Lenders constituting Required Lenders.; (b) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (c) a certificate of a Responsible Officer of the Borrower to the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default; (d) a fully executed copy of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained set forth in Section 3 are each of the Loan Documents shall be correct in all material respects on and as of the Third Amendment No. 6 Effective Date, before and after giving effect to this Amendment, as though made on and as of such date other than (except for any such representations or warranties representation and warranty that, by their its terms, refer refers to another datea specific date other than the Amendment No. 6 Effective Date, in which case such representations and warranties shall have been correct as of such other specific date.); 2.3 There (c) The Administrative Agent shall not have occurred since December 31, 2017, any event or circumstance, either individually or received an executed copy of the Asset Purchase Agreement in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower form and substance satisfactory to the Administrative Agent and the Lenders prior to Lenders; (d) No event shall have occurred and be continuing, or shall result from the Thirdeffectiveness of this Amendment that constitutes a Default or Event of Default (other than the Defaults and Events of Default expressly waived under Section 1); 2.4 The (e) All of the accrued fees then due and invoiced expenses of the Administrative Agent and the Lenders, including the invoiced fees and expenses of counsel for the Administrative Agent, shall have been paid in full; and (f) An amendment fee equal to 0.125% of the aggregate outstanding Term Advances (after giving effect to the Directory Sale and the prepayment of the Term Advances in connection therewith) and Revolving Credit Commitments of each Lender shall have received all documentation and other information that delivers to the Administrative Agent a duly executed counterpart of this Amendment on or such before 5:00 p.m., New York City time, on March 1, 2002, shall have been paid in full; provided that executed counterparts of this Amendment shall have been received from the Required Lenders and each required Term A Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective Date. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date date hereof; provided further that in the event that the Directory Sale is not consummated by May 6, 2002, the Borrowers shall pay to such Lenders on the earlier of (i) May 8, 2002 and (ii) the date of termination of the Asset Purchase Agreement, an additional amendment fee equal to 0.125% of the aggregate amount of Term Advances that would have been paidprepaid with the proceeds of such Directory Sale. The effectiveness of this Amendment is further conditioned upon the accuracy of all of the factual matters described herein. This Amendment is subject to the provisions of Section 9.01 of the Credit Agreement.

Conditions of Effectiveness. This Agreement shall become effective as The effectiveness of this Amendment is subject to the first date (the “Third Amendment Effective Date”) that all satisfaction of the following conditions precedent precedent: (a) The Administrative Agent shall have been satisfied: 2.1 The Administrative Agent’s receipt received counterparts of this Amendment duly executed by the followingCompany, the Canadian Borrower, the Required Lenders (determined immediately prior to the effectiveness hereof), each of which shall be e-mails (in Person that is becoming a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by Term Lender pursuant hereto and the Administrative Agent. (b) unless otherwise specified The Administrative Agent shall have received counterparts of the Consent and Reaffirmation attached as Exhibit A hereto duly executed by the Subsidiary Guarantors. (c) The Administrative Agent shall have received a fully executed and effective copy of (i) the Second Priority Deed of Disclosed Pledge over Limited Partnership Interests by Belden Holdings, Inc., CDT International Holdings LLC and Belden Global C.V. with respect to 65% of their respective interests in Belden Global C.V., (ii) the Second Priority Deed of Disclosed Pledge over Registered Shares by Belden Holdings, Inc., CDT International Holdings LLC and Belden Global C.V. with respect to 65% of the shares of Belden International Holdings BV, each in form and substance satisfactory to the Administrative Agent:Agent and (iii) a reaffirmation of the Guaranty by Belden Global C.V. (ad) counterparts of this Agreement, The Lenders shall have received financial statement projections through and including the Company’s next five (5) fiscal years in such number as requested by a form reasonably satisfactory to the Administrative Agent, duly executed by the Borrower, the Guarantors, the Administrative Agent and Lenders constituting Required Lenders. (b) together with such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party additional financial information as the Administrative Agent may require evidencing reasonably request (including, without limitation, a summary of the identityassumptions used in preparing such projections). (e) The Lenders shall have received a fully executed and effective copy of the Miranda Support Agreement (including all exhibits and disclosure schedules, authority and capacity any amendments, supplements or other modifications to the Miranda Support Agreement or such exhibits and schedules) and such other related documents as the Lenders may reasonably request. (f) The Administrative Agent shall have received favorable written opinions of each Responsible Officer thereof authorized of (i) ▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇.▇., U.S. counsel to act as a Responsible Officer the Loan Parties, (ii) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, Canadian counsel to the Canadian Borrower and (iii) Heussen, Dutch counsel to the Loan Parties, in connection with this Amendment, each in form and substance satisfactory to the Administrative Agent and covering such matters relating to the Loan Parties, this Amendment, the Amended Credit Agreement, the other Loan Documents and the transactions contemplated hereby and thereby as the Administrative Agent shall reasonably request. The Borrowers hereby request such counsel to deliver such opinions. (g) The Administrative Agent shall have received such other documents, instruments and certificates as the Administrative Agent or its counsel may reasonably request, including without limitation documents and certificates relating to the organization, existence and good standing of the Loan Parties and the authorization of this Amendment, the Amended Credit Agreement and the other Loan Documents to which such Loan Party is a party; (c) a certificate of a Responsible Officer of and the Borrower to the effect that (i) the conditions specified transactions contemplated hereby and thereby, all in Sections 2.2 form and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default; (d) a fully executed copy of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders substance reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower satisfactory to the Administrative Agent and the Lenders prior to the Thirdits counsel. 2.4 (h) The Administrative Agent and each Lender shall have received all documentation and other information that payment and/or reimbursement of the Administrative Agent or such Lender reasonably requests in order to comply with Agent’s and its ongoing obligations under applicable “know your customer” affiliates’ fees and antireasonable out-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each caseof-pocket expenses (including, to the extent requested at least five Business Days prior to invoiced, reasonable out-of-pocket fees and expenses of joint counsels for the Third Amendment Effective DateAdministrative Agent and Arranger) in connection with the this Amendment, the Credit Agreement and the other Loan Documents. Upon the occurrence of the effectiveness of this Amendment, the Administrative Agent shall notify the Borrowers and the Lenders, and such notice shall be conclusive and binding. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This Agreement Amendment shall become effective when, and only when, and as of the first date (the “Third "Amendment No. 3 Effective Date”") on which, (x) the Administrative Agent shall have received counterparts of this Amendment executed by the Company and Lenders with aggregate Percentages of 66-2/3% or more or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment and (y) the Administrative Agent shall have additionally received all fees due and payable in connection with this Amendment No. 3, payment of all accrued fees and expenses of the Administrative Agent (including the reasonable and accrued fees of counsel to the Administrative Agent invoiced on or prior to the date hereof and all of the following conditions precedent shall have been satisfied: 2.1 The Administrative Agent’s receipt of the followingdocuments, each such document (unless otherwise specified) dated the date of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested receipt thereof by the Administrative Agent) Agent (unless otherwise specified specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Administrative Agent:Agent (unless otherwise specified): (a) counterparts Certified copies of (i) the resolutions of the Board of Directors of (A) the Company approving this AgreementAmendment and the matters contemplated hereby and thereby and (B) each Guarantor evidencing approval of the Consent and the matters contemplated hereby and thereby provided that no German entity shall be required to deliver copies of resolutions unless resolutions are necessary pursuant to its Organization Documents and (ii) all documents evidencing other necessary corporate action and governmental approvals, in such number as requested by the Administrative Agentif any, duly executed by the Borrowerwith respect to this Amendment, the Guarantors, Consent and the Administrative Agent matters contemplated hereby and Lenders constituting Required Lendersthereby. (b) A certificate of the Secretary or an Assistant Secretary or director of the Company and each Guarantor certifying the names and true signatures of the officers of the Company and such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof Guarantor authorized to act as a Responsible Officer in connection with sign this Agreement Amendment and the Consent and the other Loan Documents documents to which such Loan Party is a party; (c) a certificate of a Responsible Officer be delivered hereunder and thereunder, provided that, in lieu of the Borrower to the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes foregoing, each German Entity shall deliver a Default; (d) a fully executed certified copy of an amendment to its current excerpt of the Intercreditor Agreement; commercial register file (eHandelsregisterauszug) and a fully executed certified copy of an amendment, in each case dated as of the specimen signature (or prior toUnterschriftenprobe) currently filed with the Third Amendment Effective Date, to each commercial register of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as representative of such date other than any such representations or warranties thatPerson who will execute, by their termsdeliver and perform the Amendment, refer to another date, in which case such representations and warranties shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent Consent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective Date. 2.5 Any fees owed to any Lender or Arranger required documents to be paid on or before the Third Amendment Effective Date shall have been paiddelivered hereunder and thereunder.

Conditions of Effectiveness. This The amendment and restatement of the Existing Credit Agreement pursuant to Section 1 of this Agreement shall become effective as of the first date (the “Third Amendment Restatement Effective Date”) that all on which each of the following conditions precedent shall have been satisfied: 2.1 (a) The Administrative Agent’s receipt Agent (or its counsel) shall have received (i) from each of the followingBorrowers, each Lender, each New Lender and the Departing Lender either a counterpart of this Agreement signed on behalf of such party or written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and (ii) duly executed copies of the Loan Documents and such other legal opinions, certificates, resolutions, documents, instruments and agreements in respect of the Loan Parties as the Administrative Agent shall be e-mails have reasonably requested in connection with the Transactions, all in form and substance satisfactory to the Company and Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit E to the Restated Credit Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders (but not the Departing Lender) under the Restated Credit Agreement and dated the Restatement Effective Date) of each of (i) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, U.S. counsel for the Loan Parties, substantially in a .pdf formatthe form of Exhibit B-1 to the Restated Credit Agreement, (ii) or telecopies ▇▇▇▇▇▇▇, Bermuda counsel for the Loan Parties, substantially in the form of Exhibit B-2 to the Restated Credit Agreement, (iii) Stibbe, Dutch counsel for the Loan Parties, substantially in the form of Exhibit B-3 to the Restated Credit Agreement, (iv) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Zurich, Swiss counsel for the Loan Parties, substantially in the form of Exhibit B-4 to the Restated Credit Agreement, (v) HWL Ebsworth, Australian counsel for the Loan Parties, substantially in the form of Exhibit B-5 to the Restated Credit Agreement, (vi) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Stirling Scales, Nova Scotia counsel for the Loan Parties, substantially in the form of Exhibit B-6 to the Restated Credit Agreement, (vii) ▇▇▇▇▇ Lovells, German counsel for the Loan Parties, substantially in the form of Exhibit B-7 to the Restated Credit Agreement, (viii) Macfarlanes, English counsel for the Loan Parties, substantially in the form of Exhibit B-8 to the Restated Credit Agreement, (ix) ▇▇▇▇▇▇ and Calder, Irish counsel for the Loan Parties, substantially in the form of Exhibit B-9 to the Restated Credit Agreement, (x) DunnCox, Jamaican counsel for the Loan Parties, substantially in the form of Exhibit B-10 to the Restated Credit Agreement, (xi) BonelliErede, Italian counsel for the Loan Parties, substantially in the form of Exhibit B-11 to the Restated Credit Agreement, and (xii) Blackadders, Scottish counsel for the Loan Parties, substantially in the form of Exhibit B-12 to the Restated Credit Agreement, and in each case, followed promptly by originals case covering such other matters relating to the extent set forth below Loan Parties, the Loan Documents or otherwise requested by the Transactions as the Administrative AgentAgent shall have reasonably requested. The Company hereby requests such counsels to deliver such opinions. (c) unless otherwise specified The Administrative Agent shall have received such documents and each certificates as the Administrative Agent or its counsel have reasonably requested relating to the organization, existence and good standing of the initial Loan Parties, the authorization of the Transactions and any other legal matters relating to such Loan Parties, the Loan Documents or the Transactions, all in form and substance satisfactory to the Administrative Agent:Agent and its counsel and as further described in the list of closing documents attached as Exhibit E to the Restated Credit Agreement. (d) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming compliance with the conditions set forth in paragraphs (a) counterparts and (b) of this Section 4.02 of the Restated Credit Agreement. (e) The Administrative Agent shall have received evidence satisfactory to it of the payment, prior to or simultaneously with the initial Loans under the Restated Credit Agreement, in of all interest, fees and premiums, if any, on all loans and other extensions of credit outstanding under the Existing Credit Agreement (other than contingent indemnity obligations). If any LC Disbursements are outstanding as of the Restatement Effective Date, such number as requested LC Disbursements shall be repaid, together with any interest accrued thereon. (f) The Administrative Agent shall have received (i) for the account of each Lender (including each New Lender but excluding the Departing Lender) that delivers its executed signature page to this Agreement by no later than the date and time specified by the Administrative Agent, duly executed an upfront fee in an amount equal to the applicable amount previously disclosed to the Lenders and (ii) all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower, Company under the GuarantorsRestated Credit Agreement. Upon the occurrence of the Restatement Effective Date, the Administrative Agent and Lenders constituting Required Lenders. (b) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as shall notify the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement Borrowers and the other Loan Documents to which such Loan Party is a party; (c) a certificate of a Responsible Officer Lenders of the Borrower to the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default; (d) a fully executed copy of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Restatement Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) and such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may requirenotice shall be conclusive and binding. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective Date. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This Agreement Amendment No. 4 shall become effective as when, and only when, the Administrative Agent shall have received: (a) copies of this Amendment duly executed by the Borrower and Lenders constituting the Super Majority Lenders; (b) the written opinion described in Section 8.13(a)(iii), together with a certificate of a Responsible Officer of the first date Borrower certifying that the conditions set forth in AMENDMENT NO. 4 TO CREDIT AGREEMENT NATIONAL STEEL CORPORATION clauses (the “Third Amendment Effective Date”i) that all through (iii) of the following conditions precedent shall Section 8.13(a) (General Limitation on Affiliate Transactions) have been satisfied:; 2.1 The Administrative Agent’s receipt (c) favorable opinions of Yukevich, Marchetti, Liekar & ▇▇▇▇▇▇▇▇▇, P.C., counsel to the followingLoan Parties and Skadden, each of which shall be e-mails (in a .pdf format) or telecopies (Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to NUF, in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each case in form and substance satisfactory to the Administrative Agent:; (ad) counterparts executed copies of this Agreement, the NUF Loan Documents (as defined in such number as requested by the Administrative Agent, duly executed by amendments to the Borrower, Credit Agreement made herein) and board resolutions approving the Guarantors, NUF Loan Documents in form and substance satisfactory to the Administrative Agent and Lenders constituting Required Lenders. (b) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party certified as the Administrative Agent may require evidencing the identity, authority being complete and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (c) a certificate of correct by a Responsible Officer of the Borrower to the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default; (d) a fully executed copy of an amendment to the Intercreditor AgreementBorrower; (e) a fully executed copy evidence satisfactory to the Administrative Agent that all the conditions precedent set forth in Section 3.1 of an amendmentthe Subordinated Credit Agreement, in each case dated as of February 28, 2001, between the Borrower and NUF LLC, a Delaware limited liability company ("NUF"), have been satisfied or prior toduly waived; (f) evidence satisfactory to the Third Amendment Effective Date, Administrative Agent of an advance of at least $50,000,000 by NUF to each of the following Borrower under the NUF Credit Agreement (each as defined in the Intercreditor Agreement): (i) amendments to the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan AgreementCredit Agreement made herein); and (ivg) the Prudential Note Agreement; and (f) such other assurancespayment for all costs, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may requireexpenses and fees due and owing under any Loan Document. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective Date. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This (a) The Agreement shall become effective as of the first date (Effective Date of this Agreement upon the “Third Amendment Effective Date”) that satisfaction of all of the following conditions precedent shall have been satisfied: 2.1 The Administrative Agent’s receipt of the following, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each in form and substance satisfactory to the Administrative Agentconditions: (ai) counterparts Borrowers shall have delivered to Administrative Agent an original (or executed faxed or electronic copy) of this Agreement, in such number as requested by the Administrative Agent, duly executed by the Borrower, the Guarantors, the Administrative Agent and Lenders constituting Required Lenders. (b) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (c) a certificate of a Responsible Officer of the Borrower to the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default; (d) a fully executed copy of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan AgreementParties; (ii) the Huntington Term Loan Agreementreceipt by Administrative Agent of the payment, in immediately available funds, of the Sixth Modification Fee that is due and payable on the date hereof; (iii) each of the PNC Term Loan representations and warranties contained in Section 6 of this Agreement shall be true, correct and accurate as of the date of this Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the receipt by Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another datepayment, in which case such representations immediately available funds, of all reasonable out-of-pocket fees, costs, charges and warranties shall have been correct as expenses incurred by Administrative Agent in connection with the preparation, execution and delivery of such other date. 2.3 There shall not have occurred since December 31this Agreement or any of the transactions arising hereunder or otherwise related hereto or referred to herein, 2017including any actual out-of-pocket costs, any event expenses, charges or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the expenses of Administrative Agent and the Lenders prior reasonable fees, charges and disbursements of counsel for Administrative Agent. (b) The parties hereto specifically acknowledge and agree that: (i) the execution and delivery of this Agreement shall not be deemed to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the create a course of dealing or otherwise obligate Administrative Agent or such Lenders to execute similar agreements under the same, similar or different circumstances in the future; and (ii) neither Administrative Agent nor any Lender reasonably requests has any obligation to further amend provisions of, or waive compliance with or consent to a departure from the requirements of, the Existing Loan Agreement or any of the other Loan Documents. Except as expressly amended pursuant hereto, the Existing Loan Agreement and each of the other Loan Documents shall remain unchanged and in order to comply with its ongoing obligations under applicable “know your customer” full force and anti-money laundering rules effect and regulations, including the U.S. Patriot Actare hereby ratified and confirmed in all respects, and the Beneficial Ownership Regulation, Collateral described in each case, the Loan Documents shall continue to secure the Obligations. Each of the Guarantors party hereto: (i) specifically consents to the extent requested at least five Business Days prior terms of this Agreement; (ii) reaffirms its obligations under its Guaranty and under all other Loan Documents to which it is a party; (iii) reaffirms the Third Amendment Effective Datewaivers of each and every one of the defenses to such obligations as set forth in such Guaranty and each such other Loan Document; and (iv) reaffirms that its obligations under such Guaranty and each such other Loan Document are separate and distinct from the obligations of any other party under the Loan Documents. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This Agreement Amendment shall become effective and be deemed effective as of the first date hereof (the “Third Amendment Effective Date”"EFFECTIVE DATE") that all if, and only if, each of the following conditions precedent shall have been satisfied: 2.1 SECTION 4.1. The Administrative Agent’s receipt Agent shall have received each of the following, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each in form and substance satisfactory to the Administrative Agent: (a) counterparts of this Agreement, in such number as requested by the Administrative Agent, Amendment duly executed by the Company, the Canadian Borrower, the GuarantorsRequired Lenders, the Initial Term-C Lenders (as defined in the Credit Agreement as amended hereby) and the Administrative Agent and Lenders constituting Required Lenders.Agent; (b) such certificates counterparts of resolutions or other action, incumbency certificates and/or other certificates the Master Reaffirmation Agreement of Responsible Officers even date herewith duly executed by each of the Obligors pursuant to which each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity Obligor reaffirms each of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party it is a party; (c) a certificate Secretary's Certificate from each Obligor duly executed by the Secretary or an Assistant Secretary of a Responsible Officer of the Borrower to the effect that such Obligor certifying (i) the conditions specified in Sections 2.2 incumbency of officers of such Obligor executing and 2.3 have been satisfied and delivering documents on behalf of such Obligor, (ii) no event has occurred a resolution of the Board of Directors of such Obligor authorizing the transactions contemplated by this Amendment, (iii) the Certificate or Articles of Incorporation of such Obligor and is continuing which constitutes a Default;(iv) the By-laws of such Obligor; and (d) a fully executed copy of an amendment opinion addressed to the Intercreditor Agreement; (e) a fully executed copy of an amendmentAgent and the Lenders from Dav▇▇ ▇▇▇▇ & War▇▇▇▇▇, in each case dated as of (or prior to) the Third Amendment Effective Date, ▇pecial New York counsel to each of the following (each as defined Obligors, in form and substance satisfactory to the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may requireAgent. 2.2 SECTION 4.2. The representations Agent shall have received from the Company, for the account of the Original Lenders, an amendment fee equal to 0.25% of the sum of the Revolving Loan Commitment Amount and warranties contained in Section 3 are correct on the aggregate outstanding principal balance of the Term-A Loans and Term-B Loans as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective Date. 2.5 Any fees owed to any Lender or Arranger required SECTION 4.3. The Agent shall have received from the Initial Term-C Lenders, for the account of the Company, funds in the aggregate amount of $15,000,000 as proceeds of the Term-C Loans contemplated to be paid made on or before the Third Amendment Effective Date pursuant to the Credit Agreement as amended hereby. SECTION 4.4. Prior to the Effective Date, the Company shall have been paidvoluntarily reduced the Revolving Loan Commitment Amount to $44,000,000 pursuant to SECTION 2.2.1 of the Credit Agreement. SECTION 4.5. The Agent shall have received from the Company payment of all fees and expenses of Sidley Aus▇▇▇ ▇▇▇▇▇ & Woo▇ ▇▇en invoiced.

Conditions of Effectiveness. This Agreement Amendment shall become effective as of the first date (the “Third Amendment Effective Date”) that all of the following conditions precedent shall have been satisfied: 2.1 The Administrative Agent’s receipt of the following, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals subject to the extent set forth below satisfaction (or otherwise requested waiver in writing by the Administrative Agent) unless otherwise specified and each in form and substance satisfactory to of the following conditions precedent: Section 12.01. the Administrative Agent: (a) counterparts of Agent shall have received this Agreement, in such number as requested by the Administrative Agent, Amendment duly executed by the BorrowerHoldings, the Borrower and all of the Lenders, and acknowledged and consented to by the Guarantors, . Section 12.02. the Administrative Agent and Lenders constituting Required Lenders. (b) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (c) shall have received a certificate of a Responsible Officer of the Borrower each Loan Party, in form satisfactory to the effect that Administrative Agent, certifying as of the Amendment Effective Date: (ia) the conditions specified names and true signatures of the officers of such Loan Party authorized to execute and deliver, in Sections 2.2 the name of and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Defaulton behalf of such Loan Party, this Amendment; (db) a fully executed copy copies of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of resolutions (or prior tosimilar authorizing documents) the Third Amendment Effective Date, to each of the following (each as defined in board of directors or other governing body of such Loan Party approving and authorizing the Intercreditor Agreement): (i) the Regions Term execution, delivery and performance by such Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan AgreementParty of this Amendment; and (ivc) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions documents and matters as the Administrative Agent or may reasonably request; Section 12.03. the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties Borrower shall have been correct as paid all reasonable accrued and unpaid fees, costs and expenses of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior in connection with this Amendment and any other agreements, instruments or documents related hereto, and the transactions contemplated hereby and thereby to the Thirdextent due and payable, including, without limitation, the reasonable fees and out of pocket expenses of legal counsel for the Administrative Agent; 2.4 The Section 12.04. the Administrative Agent shall have received, for the ratable account of the Lenders, payment by the Borrower of a fee for the increase of the Commitment in immediately available funds in the amount of $140,000; and Section 12.05. the Administrative Agent and each Lender shall have received copies of all documentation other documents, instruments and other information that certificates which the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulationsAgent, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective Date. 2.5 Any fees owed to any Lender or Arranger required to be paid on its or before the Third Amendment Effective Date shall have been paidtheir counsel may reasonably request in connection herewith.

Conditions of Effectiveness. This Agreement (a) The effectiveness of Section 2 of this Amendment shall become effective as be subject to the satisfaction of the first date (the “Third Amendment Effective Date”) that all each of the following conditions precedent precedent: (1) The Administrative Agent shall have been satisfied: 2.1 The Administrative Agent’s receipt received from the Borrower and each of the followingLenders a duly executed original (or, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested if elected by the Administrative Agent, an executed facsimile copy) unless otherwise specified and each of this Amendment. (2) The Administrative Agent shall have received the consent of the Subsidiaries of the Borrower party to the Pledge Agreement, the Interco Subordination Agreement or the Guaranty, in form and substance satisfactory to the Administrative Agent:, in their capacities as such, to the execution and delivery hereof by the Borrower. (a3) counterparts The Administrative Agent shall have received from the Borrower a certificate certifying the U.S. Subsidiaries and the Excluded U.S. Subsidiaries, which certification the Borrower may update at any time prior to March 31, 2003. (4) The Administrative Agent shall have received from the Borrower and each of this Agreementits U.S. Subsidiaries a duly executed original (or, in such number as requested if elected by the Administrative Agent, an executed facsimile copy) of the Security Agreement, substantially in the form of Annex 3. (5) The Administrative Agent shall have executed the amendment to the Intercreditor Agreement, substantially in the form of Annex 4 and shall have received from Bank of America (in its capacities as Administrative Agent under the 364-Day Credit Agreement and as Collateral Agent) a duly executed original thereof. (6) The Administrative Agent shall have received from the Borrower a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower in respect of the fiscal quarter of the Borrower ended November 30, 2002. (7) The Administrative Agent shall have received evidence of payment by the Borrower of all fees, costs and expenses due and payable as of the Effective Date hereunder and under the Credit Agreement, including any fees arising under or referenced in Section 5 of this Amendment and any costs and expenses payable under Section 6(g) of this Amendment (including the Administrative Agent's Attorney Costs, to the extent invoiced on or prior to the Effective Date). (8) The Administrative Agent shall have received from the Borrower, in form and substance satisfactory to the GuarantorsAdministrative Agent, copies of the resolutions passed by the board of directors of the Borrower, certified as of the Effective Date by the Secretary or an Assistant Secretary of the Borrower, authorizing the execution, delivery and performance of this Amendment, the Administrative Agent Security Agreement and Lenders constituting Required Lenders. (b) each other document, agreement or instrument to be executed and delivered by it pursuant thereto, together with such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party the Borrower, as the Administrative Agent may require evidencing to establish the identity, identities of and verify the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer such in connection with this Agreement Amendment and the each other Loan Documents Document to which such Loan Party the Borrower is a party;. (c9) a certificate The Administrative Agent shall have received an opinion of a Responsible Officer of the Borrower counsel to the effect that (i) the conditions specified Borrower, in Sections 2.2 form and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default; (d) a fully executed copy of an amendment substance satisfactory to the Intercreditor Agreement; (e) a fully executed copy of an amendmentAdministrative Agent, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower addressed to the Administrative Agent and the Lenders prior to Lenders, dated the ThirdEffective Date. 2.4 (10) The Administrative Agent and each Lender shall have received all documentation other documents it or the Required Lenders may reasonably request relating to any matters relevant hereto, all in form and other information that substance satisfactory to the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective DateAgent. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment (11) The Effective Date shall have been paidoccurred on or before February 13, 2003.

Conditions of Effectiveness. This Agreement 2.1 The amendments set forth in ARTICLE I shall become effective as of the first date (the “Third First Amendment Effective Date”) that all when, and only when, each of the following conditions precedent shall have been satisfied: 2.1 (a) The Administrative Agent’s receipt Agent shall have received each of the following, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each in form and substance satisfactory to the Administrative AgentAgent and each of the Lenders: (ai) counterparts An executed counterpart of this AgreementAmendment from each of the Borrower and each of the Lenders. (ii) Copies of the articles or certificate of incorporation of the Borrower, in such number as requested together with all amendments thereto, and a certificate of good standing, each certified by the Administrative Agentappropriate governmental officer in its jurisdiction of incorporation. (iii) Copies, duly certified by the Secretary or Assistant Secretary of the Borrower, of its bylaws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents. (iv) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the Guarantorssignatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents, upon which certificate the Administrative Agent and the Lenders constituting Required Lendersshall be entitled to rely until informed of any change in writing by the Borrower. (bv) such certificates of resolutions or other actionA certificate, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as signed by an Authorized Officer, stating that on the Administrative Agent may require evidencing First Amendment Effective Date the identity, authority representations and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (c) a certificate of a Responsible Officer warranties of the Borrower to the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default; (d) a fully executed copy of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are Article III of this Amendment shall be true and correct on and as of the Third First Amendment Effective Date. (vi) A written opinion of the Borrower’s counsel, addressed to the Administrative Agent, the Lenders and the LC Issuers, dated as of the First Amendment Effective Date, in form and substance satisfactory to the Administrative Agent. (vii) Any Notes requested by a Lender pursuant to Section 2.12 of the Credit Agreement payable to the order of each such requesting Lender. (viii) Such other documents as though made on any Lender or its counsel may have reasonably requested. (b) The Administrative Agent and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties the Lenders shall have been correct as of such other date. 2.3 There shall not have occurred since December 31received, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect at least five (excluding any event or circumstance resulting from the COVID-19 pandemic 5) Business Days prior to the extent such event or circumstance has been publicly disclosed First Amendment Effective Date, all documentation and other information requested by the Borrower Administrative Agent or any Lender or required by regulatory authorities in its securities filings or disclosed in writing by the Borrower to order for the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under requirements of any Anti-Money Laundering Laws, including the PATRIOT Act and any applicable “know your customer” and anti-money laundering rules and regulations, including . (c) Unless the U.S. Patriot Act, and Borrower qualifies for an express exclusion from the “legal entity customer” definition under the Beneficial Ownership RegulationRegulations, the Borrower shall have delivered to the Administrative Agent, and directly to any Lender requesting the same, a Beneficial Ownership Certification in relation to it, in each case, to the extent requested case at least five (5) Business Days prior to the Third First Amendment Effective Date. 2.5 Any (d) The Borrower shall have paid to (i) ▇▇▇▇▇ Fargo Securities, LLC, the Administrative Agent and the Lenders any fees owed to any Lender or Arranger required under the ▇▇▇▇▇ Fargo Fee Letter (as defined below) to be paid to each of them, in the amounts due and payable on or before the Third First Amendment Effective Date shall have been paidas required by the terms thereof, and (ii) JPMorgan Chase Bank, N.A. (“JPMorgan”) the fees required under the JPMorgan Fee Letter, in the amount due and payable on the First Amendment Effective Date as required by the terms thereof. The “▇▇▇▇▇ Fargo Fee Letter” means that certain letter from ▇▇▇▇▇ Fargo and ▇▇▇▇▇ Fargo Securities, LLC to the Borrower, dated November 5, 2019, relating to certain fees payable by the Borrower in respect of the transactions contemplated by this Amendment. The “JPMorgan Fee Letter” means that certain letter from JPMorgan to the Borrower, dated November 5, 2019, relating to certain fees payable by the Borrower in respect of the transactions contemplated by this Amendment.

Conditions of Effectiveness. This Agreement Amendment shall become effective as of the date first date written above (the “Third Amendment Effective Date”) when, and only when, (a) the Administrative Agent shall have received all fees (including, without limitation, all upfront fees) payable by the Borrower pursuant to that certain proposal letter agreement, dated October 5, 2011, among Union Bank, the Borrower, UniSource Energy, UNS Gas and UNS Electric (the “Proposal Letter”), together with, to the extent invoiced, reimbursement or payment of all reasonable fees and out-of-pocket disbursements of counsel to the Administrative Agent and other out-of-pocket expenses of the following conditions precedent Administrative Agent required to be reimbursed or paid by the Borrower pursuant to the Proposal Letter, (b) all requisite Governmental Authorities (including, without limitation, the ACC and all other regulatory authorities) and third parties shall have been satisfied: 2.1 The approved or consented to the execution, delivery and performance by the Borrower of this Amendment, the Amended Agreement, the other Loan Documents executed and delivered in connection herewith and the transactions contemplated hereby and thereby (collectively, the “Transactions”) to the extent required (and the Administrative Agent’s receipt Agent shall have received copies of the followingall such approvals and consents, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each in form and substance satisfactory to the Administrative Agent: Agent and the Lenders, certified by an authorized officer of the Borrower as being true, correct and complete copies thereof and as being in full force and effect), no stay of any applicable regulatory approval shall have been issued and there shall be no litigation or governmental, administrative or judicial action, actual or threatened, that could reasonably be expected to restrain, prevent or impose burdensome conditions on this Amendment, the Amended Agreement, any of the other Loan Documents or the Transactions, and (ac) the Administrative Agent shall have received: (i) counterparts of this AgreementAmendment executed by all of the parties hereto (in sufficient quantity for each party to have a fully executed original), and (ii) all of the following documents, each document being dated the Effective Date unless otherwise specified below, in such form and substance satisfactory to the Administrative Agent and in the number as of originals or photostatic copies reasonably requested by the Administrative Agent: (A) a favorable written opinion (addressed to the Administrative Agent, the Issuing Banks and the Lenders) of each of (1) ▇▇▇▇▇▇, ▇▇▇▇▇ & Bockius LLP, New York counsel for the Borrower, (2) ▇▇▇▇ ▇. ▇▇▇▇▇, Esq., General Counsel for the Borrower, and (3) ▇▇▇▇▇, Dickason, Sloan, Akin & ▇▇▇▇, PA, special New Mexico counsel for the Borrower, in each case covering such customary matters relating to this Amendment, the Amended Agreement, the other Loan Documents executed and delivered in connection herewith, the Mortgage Indenture, the Lien of the Mortgage Indenture and the Transactions as the Administrative Agent shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions; (B) counterparts of the Bond Delivery Agreement (as defined in the Amended Agreement) signed on behalf of the Borrower and any other parties thereto, together with (1) the Collateral Mortgage Bonds (as defined in the Amended Agreement) in an aggregate principal amount not less than $540,588,000 and reflecting a maturity date of December 9, 2016, duly issued and authenticated under the Mortgage Indenture (and (I) the Administrative Agent, the Issuing Banks and the Lenders hereby consent to the amendment and restatement of the existing Collateral Mortgage Bonds to reflect such maturity date and (II) in connection therewith, the Issuing Banks and the Lenders hereby authorize and direct the Administrative Agent to execute and deliver a Bondholder Consent substantially in the form of Exhibit C hereto) (such Collateral Mortgage Bonds being delivered in exchange for the Mortgage Bonds of the same series and amount held by the Administrative Agent which reflect a May 1, 2015 maturity date); (2) a duly executed copy of the Thirteenth Supplemental Indenture (as defined in the Amended Agreement) and all other documents, instruments and filings relating to the issuance and authentication of the Collateral Mortgage Bonds (as defined in the Amended Agreement) under the Mortgage Indenture; (3) copies of any amendments or supplements, entered into at any time after November 9, 2010, to the Mortgage Indenture, the Revenue Bond Indentures, the Revenue Bond Loan Agreements and all related agreements with respect to the Revenue Bonds, certified by an authorized officer of the Borrower as being a true, correct and complete copy thereof and as being in full force and effect; (4) all documents, instruments and filings creating or perfecting the Lien of the Mortgage Indenture; and (5) all other documents and instruments required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect the Liens intended to be created under the Security Documents; (C) such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the Guarantorsauthorization of the Transactions and any other legal matters relating to the Borrower, this Amendment, the Amended Agreement, the other Loan Documents executed and delivered in connection herewith, the Mortgage Indenture, the Lien of the Mortgage Indenture or the Transactions, all in form and substance satisfactory to the Administrative Agent and Lenders constituting Required Lenders.its counsel; (bD) such certificates a certificate (the statements in which shall be true), signed by an Authorized Officer, certifying that: (1) the representations and warranties of resolutions or other actionthe Borrower set forth in this Amendment, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amended Agreement and the other Loan Documents to which such Loan Party is a party; (c) a certificate of a Responsible Officer of the Borrower to the effect that (i) the conditions specified in Sections 2.2 are true and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default; (d) a fully executed copy of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, Date with the same effect as though made on and as of such date other than any date, except to the extent such representations or and warranties that, by their terms, refer expressly relate to another date, an earlier date (in which case such representations and warranties shall have been were true and correct as of such other earlier date.); 2.3 There shall (2) both before and after giving effect to this Amendment, no Default has occurred and is continuing; (3) the Borrower and its Subsidiaries do not have occurred since December 31any indebtedness or preferred stock outstanding other than (x) the Obligations, 2017, any event or circumstance, either individually or (y) the Indebtedness described in the aggregatemost recent financial statements of the Borrower and its Consolidated Subsidiaries referenced in Section 3.04(a) of the Amended Agreement and (z) $250 million of 5.15% Notes due November 15, that has had or could reasonably be expected to have a Material Adverse Effect 2021, issued by the Borrower on November 8, 2011; and (excluding any event or circumstance resulting from 4) the COVID-19 pandemic Capital Stock of the Borrower (to the extent such event or circumstance has been publicly disclosed owned by UniSource Energy, which owns all Capital Stock of the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent Borrower) is free and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective Dateclear of any Liens. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This Agreement Amendment shall become effective as of the first date (the “Third Amendment Effective Date”) that when, and only when, all of the following conditions precedent shall have been satisfied: 2.1 The Administrative Agent’s receipt of the following, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each in form and substance satisfactory to the Administrative Agentoccurred: (a) counterparts of this Agreementthe Company, the Subsidiary Borrower and the Required Lenders shall have executed a counterpart hereof and delivered the same to the Administrative Agent or, in such number the case of any Lender as requested by the Administrative Agent, duly to which an executed by the Borrower, the Guarantorscounterpart hereof shall not have been so delivered, the Administrative Agent and Lenders constituting Required Lenders.shall have received written confirmation by telecopy or other similar writing from such Lender of execution of a counterpart hereof by such Lender; (b) such certificates the Company has terminated all commitments and paid in full all amounts outstanding under that certain $250,000,000 Credit Agreement dated as of resolutions or other actionFebruary 22, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party 2006 among the Company, the lenders party thereto and Wachovia Bank, National Association, as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a partyadministrative agent; (c) if requested by any Lender, a certificate of new Committed Note and a Responsible Officer of Competitive Note executed by the Borrower Company and payable to the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Defaultorder of such Lender; (d) a fully executed copy certificate of an amendment officer and of the secretary or an assistant secretary of the Delegate, certifying, inter alia (A) true and complete copies of each of the limited liability company agreement of the Delegate, the certificate of incorporation, as amended and in effect, of the General Partner, the partnership agreements, each as amended and in effect, of the Borrowers, the bylaws, as amended and in effect, of the General Partner and the resolutions adopted by the Board of Directors of the Delegate (1) authorizing the execution, delivery and performance by each Borrower of this Amendment and, in the case of the Company, the Borrowings to be made and the Letters of Credit to be issued under the Credit Agreement, as amended hereby, (2) approving the forms of this Amendment and (3) authorizing officers of the Delegate to execute and deliver this Amendment, (B) the incumbency and specimen signatures of the officers of the Delegate executing this Amendment and (C) (1) that the representations and warranties made by such Borrower in each Loan Document to which such Borrower is a party and which will be delivered at or prior to the Intercreditor Agreementinitial Borrowing Date are true and correct in all material respects, (2) the absence of any proceedings for the dissolution or liquidation of such Borrower and (3) the absence of the occurrence and continuance of any Default or Event of Default; (e) a fully executed copy of an amendmentfavorable, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower signed opinion addressed to the Administrative Agent and the Lenders prior from Bracewell & Giuliani LLP, counsel to the ThirdBorrowers, given upon the ▇▇▇▇▇▇▇ ▇nst▇▇▇▇▇▇▇ of the Borrowers; and 2.4 The Administrative Agent (f) certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign entity of each Lender shall have received all documentation and other information that Borrower, the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, General Partner and the Beneficial Ownership Regulation, Delegate in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective DateStates of Texas and Delaware. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This Agreement Amendment shall become effective as of the first date hereof (the “Third Amendment Effective Date”) that all of the following conditions precedent shall have been satisfied: 2.1 The Administrative Agent’s receipt of the followingwhen, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each in form and substance satisfactory to the Administrative Agentonly when: (a) the Agent shall have received counterparts of (i) this Agreement, in such number as requested by the Administrative Agent, Amendment duly executed by the BorrowerCompany, the Guarantors, Banks and the Administrative Agent and Lenders constituting Required Lenders.(ii) a reaffirmation of each Guaranty by each applicable Guarantor; (b) such A certificate or certificates of resolutions the Secretary or other action, incumbency certificates and/or other certificates of Responsible Officers an Assistant Secretary of each Loan Party Borrower and each Guarantor, attesting to and attaching (i) a copy of the corporate resolution of such Person authorizing the execution, delivery and performance of this Amendment and the Credit Agreement as the Administrative Agent may require evidencing the identityamended hereby, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement if applicable, and the other Loan Documents to which such Loan Party it is a partyparty (ii) an incumbency certificate showing the names and titles, and bearing the signatures of, the officers of such Borrower or Guarantor authorized to execute this Amendment, if applicable, and the other Loan Documents to which it is a party and (iii) a copy of the Organizational Documents of such Borrower or Guarantor with all amendments thereto; (c) a certificate Certificate of a Responsible Officer Good Standing for the Company and each Guarantor certified by the Secretary of State or equivalent body in the Borrower to the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Defaultapplicable jurisdiction of incorporation; (d) a fully executed copy an opinion of an amendment counsel to the Intercreditor AgreementCompany, the Guarantors and any Borrowing Subsidiary, addressed to the Agent and the Banks, in form and substance acceptable to the Agent; (e) a fully executed copy of an amendment, certificate signed by a Responsible Officer that the conditions specified in each case dated as of (or prior to) the Third Amendment Effective Date, to each Section 6.3 of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan AgreementCredit Agreement have been satisfied; (iif) all of the Huntington Term Loan Agreement; (iii) Agent’s accrued costs, fees and expenses through the PNC Term Loan Agreementdate hereof and all fees set forth in the Fee Letters shall be fully paid; and (ivg) the Prudential Senior Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties Agreements shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or amended in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic manner satisfactory to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective DateAgent. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This Agreement Amendment shall become effective as of the first date (the “Third Amendment Effective Date”) that all upon satisfaction of the following conditions precedent shall have been satisfied: 2.1 The Administrative Agent’s receipt of the followingprecedent, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each in form and substance reasonably satisfactory to the Administrative Agent: (a) counterparts Agent shall have received six (6) copies of this Agreement, in such number as requested by the Administrative Agent, Amendment duly executed by the Borrower, the Guarantors, the Administrative Agent Loan Parties and Lenders constituting Required Lenders.Purchasers; (b) such certificates The Loan Parties shall have paid to Agent, for the ratable benefit of resolutions or other actionthe Purchasers, incumbency certificates and/or other certificates a $15,000,000 cash prepayment of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a partySenior Term Notes; (c) a certificate of a Responsible Officer The Loan Parties shall have paid to Agent, for the ratable benefit of the Borrower Purchasers, all accrued and unpaid interest, as of the First Amendment Closing Date. on all Senior Term Notes, whether or not subject to the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default;prepayment pursuant to this Amendment. (d) The Loan Parties shall have paid to Agent, for the ratable benefit of the Purchasers, a fully fee in the amount of $225,000, which is an amount equal to one and one-half percent (1.5%) of the aggregate outstanding principal amount of the Senior Term Notes, after giving effect to all prepayments under this Amendment, earned as of the date hereof and payable in full in cash; (e) Agent shall have received a copy of the resolutions in form and substance reasonably satisfactory to Agent, of the Board of Directors (or equivalent authority) of each Loan Party authorizing the execution, delivery and performance of this Amendment and all related agreements and documents; (f) Agent shall have received a true and correct duly executed copy of the Third Credit Agreement Amendment and related documents in form and substance reasonably satisfactory to Agent; (g) Agent and the GMAC Agent shall have entered into an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (ivh) the Prudential Note Agreement; and (f) Agent shall have received such other assurancescertificates, certificatesinstruments, documents, consents or opinions and agreements as the Administrative may be reasonably required by Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic its counsel relating to the extent such event or circumstance has been publicly disclosed by the Borrower transactions contemplated in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective Datethis Amendment. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This The amendment and restatement of the Original IFC Loan Agreement set forth in this Agreement shall become effective as of only upon the first date (the “Third Amendment Effective Date”) that all fulfillment of the following conditions precedent shall have been satisfied: 2.1 The Administrative Agent’s receipt of the following, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals and prior to the extent set forth below or otherwise requested by fulfillment thereof, the Administrative AgentOriginal IFC Loan Agreement as in existence prior to the amendment and restatement contemplated hereby shall remain in full force and effect): (a) unless otherwise specified the following agreements and amendments, each in form and substance satisfactory to IFC, have been entered into by all parties to them and have become (or, as the Administrative Agent: case may be, remain) unconditional and fully effective in accordance with their respective terms (a) counterparts except for this Agreement or any one of this Agreementsuch documents having Amended and Restated Loan Agreement become unconditional and fully effective, in if that is a condition of any of such number as requested by documents, it being the Administrative Agentintention of the parties that all of such documents shall become effective simultaneously), duly executed by the Borrower, the Guarantors, the Administrative Agent and Lenders constituting Required Lenders. (b) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers IFC has received a copy of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents those agreements to which such Loan Party it is not a party; (c) a certificate of a Responsible Officer of the Borrower to the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default; (d) a fully executed copy of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement):: (i) the Regions Term Loan Financial Support Agreement; (ii) the Huntington Term FMO Loan Agreement; (iii) the PNC Term Loan Sponsor Guarantee Agreement; and (iv) an amendment to the Prudential Note Put Option Agreement, providing for the extension of the put period thereunder to December 31, 2012; (b) IFC has received from the Borrower a prepayment of the A Loan in the amount of two hundred nineteen thousand one hundred sixty three and 64/100th Dollars ($219,163.64); (c) IFC has received from the Borrower a prepayment of the B Loan in the amount of two hundred eight thousand seven hundred twenty-seven and 27/100th Dollars ($208,727.27); (d) IFC has received a legal opinion from the Borrower's counsel in Mexico, in form and substance satisfactory to IFC, with regard to Mexican tax law as it relates to (i) the Merger and (ii) the railroad diesel tax credit; (e) IFC has received a legal opinion from its special counsel in New York, New York, in form and substance satisfactory to IFC, with regard to the New York law aspects of this Agreement and the other Transaction Documents referred to in subsection (a) above; (f) IFC has received a legal opinion from the Borrower's counsel in Mexico, in form and substance satisfactory to IFC, with regard to the due organization, power and authority of the Borrower and the Project Company to enter into this Agreement and the other Transaction Documents referred to in subsection (a) above to which it is a party and covering such other matters relating to the transactions contemplated hereby and thereby as IFC may reasonably request; (g) IFC has received a legal opinion from the Sponsor's general counsel, in form and substance satisfactory to IFC, with regard to the Sponsor's due organization, power and authority to enter into the Financial Support Agreement, the Sponsor Guarantee Agreement and the amendment to the Put Option Agreement and covering such other matters relating to the transactions contemplated hereby and thereby as IFC may reasonably request; Amended and Restated Loan Agreement (h) IFC has received any fees under Section 3.08(b)(vi) (Fees) required to be paid in connection with the execution of this Agreement and the transactions contemplated hereby; (i) IFC has received the reimbursement of all invoiced fees and expenses of IFC's counsel incurred in connection with the execution of this Agreement and the transactions contemplated hereby (as provided in Section 3.15(b)(ii)(H)(Expenses)), or confirmation that those fees and expenses have been paid directly to that counsel; (j) each Existing Deficiency Loan Agreement has been amended to provide for repayment of the relevant deficiency loan on the later of (i) the repayment in full of both the FMO Loan and the IFC Loan and (ii) (in equal installments) on March 15, 2013 and September 15, 2013; and (fk) such other assurancesthe Borrower and the Project Company have certified to IFC, certificatesin the form of Schedule 2, documents, consents or opinions as that the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained made in Section 3 Article IV hereof are true and correct on and in all material respects as of the Third Amendment Effective Date, as though made on and as date upon which all of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall the foregoing conditions have been correct as of such other datesatisfied. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective Date. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This Agreement Amendment shall become effective as of the first date hereof when, and only when, (a) the “Third Administrative Agent shall have received (i) counterparts of this Amendment Effective Date”) that all executed by each of the following conditions precedent parties hereto, (ii) counterparts of the Amendment No. 1 to Transfer Agreement dated as of the date hereof in form and substance acceptable to the Administrative Agent and each Managing Agent executed by the parties thereto, (iii) opinions of counsel to the Seller, the Originator and the Parents in form and substance acceptable to the Administrative Agent and each Managing Agent, (b) each Managing Agent shall have been satisfied: 2.1 The Administrative Agent’s receipt received counterparts of the following, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested Fee Letter executed by the Administrative Agent) unless otherwise specified Seller and each such Managing Agent in form and substance satisfactory to the Administrative Agent: (a) counterparts of this Agreement, in such number as requested by the Administrative Managing Agent, duly executed by the Borrower, the Guarantors, the Administrative Agent and Lenders constituting Required Lenders. (b) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (c) a certificate of a Responsible Officer of each Managing Agent has received the Borrower to the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default; (d) a fully executed copy of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective Date. 2.5 Any fees owed to any Lender or Arranger required provided to be paid on or before the Third Amendment Effective Date date hereof pursuant to the applicable Fee Letter, (d) the amounts to be paid pursuant to Section 1(a) shall have been paidpaid and Fleet Securities Inc. shall have been paid $34,670.88 by the Seller in respect of the Accrued Fleet Amounts, (e) the “Omnibus Amendment” has become effective. The Omnibus Amendment means that certain Omnibus Amendment No. 1 dated as of the date hereof among The El-Bee Receivables Corporation, The El-Bee Chargit Corp., Deutsche Bank Trust Company Americas (f/k/a Bankers Trust Company), as trustee, CRC Funding, LLC (as successor to Corporate Receivables Corporation), EagleFunding Capital Corporation, Falcon Asset Securitization Corporation, Citibank, N.A., Bank One, N.A., Fleet National Bank, Citicorp North America, Inc. and Fleet Securities Inc. This Amendment shall, by agreement of the parties hereto, become effective notwithstanding the failure to satisfy any other condition set forth in the Purchase Agreement for amendment of the Purchase Agreement.

Conditions of Effectiveness. 2.1 This Agreement Amendment shall become effective as of the first date (the “Third Amendment Effective Date”) that all when, and only when, each of the following conditions precedent shall have been satisfied: 2.1 The Administrative Agent’s receipt of the following, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each in form and substance satisfactory to the Administrative Agent: (a) Bank shall have received duly executed counterparts of this Agreement, in such number as requested by Amendment and applicable Security Documents with respect to the Administrative Agent, duly executed by the Borrower, the Guarantors, the Administrative Agent and Lenders constituting Required Lenders.New Applicant; (b) such certificates Bank shall have received a certificate of resolutions an officer of the New Applicant certifying as to the incumbency and genuineness of the signature of each officer of the New Applicant executing this Amendment and the applicable Security Documents and certifying that attached thereto is a true, correct and complete copy of (A) the memorandum of association (or equivalent), as applicable, of the New Applicant and all amendments thereto, (B) the bye-laws or other action, incumbency certificates and/or governing document of the New Applicant as in effect on the date hereof and (C) resolutions duly adopted by the board of directors (or other certificates governing body) of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing New Applicant authorizing and approving the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement transactions contemplated hereunder and the other Loan Documents to which such Loan Party is a partyexecution, delivery and performance of this Amendment and the applicable Security Documents; (c) a certificate Bank shall have received certificates as of a Responsible Officer recent date of the Borrower to good standing (or equivalent) of the effect that New Applicant under the laws of its jurisdiction of incorporation, organization or formation (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Defaultor equivalent), as applicable; (d) a fully executed copy Bank shall have received an opinion of an amendment counsel to the Intercreditor Agreement;New Applicant addressed to Bank with respect to the New Applicant, this Amendment, the applicable Security Documents, and such other matters as Bank shall request (which such opinions shall expressly permit reliance by permitted successors and assigns of Bank); and (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties New Applicant shall have been correct as paid to Bank all documented out-of-pocket costs and expenses of such other date. 2.3 There shall not have occurred since December 31Bank in connection with the preparation, 2017negotiation, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent execution and delivery of this Amendment and the Lenders prior to applicable Security Documents (including, without limitation, the Third 2.4 The Administrative Agent reasonable fees and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply out-of-pocket expenses of counsel for Bank with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective Date. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.respect thereto);

Conditions of Effectiveness. This Agreement Amendment No. 1 shall become effective as of the first date (the “Third Amendment Effective Date”) that all upon satisfaction of the following conditions precedent precedent: Lender shall have been satisfied: 2.1 The Administrative Agent’s receipt received (i) four (4) copies of this Amendment No. 1 executed by Borrower, (ii) an amendment fee equal to $25,000, which fee shall be charged to Borrower's account with Lender on the date of Amendment No. 1, (iii) executed SCEM LC Mortgages in recordable form and in form and substance satisfactory to Lender, (iv) executed UCC-1 financing statements in form and substance satisfactory to Lender necessary to perfect Lender's Lien upon the assets subject to the Mortgage, (v) a counterpart of the followingFirst Amendment to Gas and Natural Gas Liquids Purchase Agreement dated as of October 1, 2000, between Borrower and SPS, and joined in by SCEM, in form and substance satisfactory to Lender (the "First Amendment"), covering SPS's right to offset against payables owing to Borrower by SPS under the Gas and Natural Gas Liquids Purchase Agreement dated as of March 14, 2000, between Borrower and SPS (the "Gas Purchase Agreement"), amounts owing by Borrower to SCEM under the SCEM ISDA Agreement, with Lender's execution of this Amendment No. 1 being evidence of its consent to Borrower's execution of the First Amendment for the purpose of amending the Gas Purchase Agreement to implement the offset provisions contained in the First Amendment, (vi) an opinion of counsel from Gardere & Wynn▇ ▇▇ form and substance satisfactory to Lender, (vii) subordination agreement with the Trustee under the Indenture in form and substance satisfactory to Lender and (viii) and such other certificates, instruments, documents and agreements as may be required by Lender or its counsel, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each in form and substance satisfactory to the Administrative Agent: (a) counterparts of this Agreement, in such number as requested by the Administrative Agent, duly executed by the Borrower, the Guarantors, the Administrative Agent Lender and Lenders constituting Required Lendersits counsel. (b) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (c) a certificate of a Responsible Officer of the Borrower to the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default; (d) a fully executed copy of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective Date. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This Agreement shall become effective as The effectiveness of this Amendment is subject to the first date (the “Third Amendment Effective Date”) that all of the following conditions precedent shall have been satisfied: 2.1 The Administrative Agent’s receipt of the following, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each in form and substance satisfactory to the Administrative Agentthat: (a) counterparts the Administrative Agent shall have received: (i) duly executed originals of this Agreement, in such number as requested by the Administrative Agent, duly executed by Amendment from each of the Borrower, the Guarantors, Lenders (or the Administrative Agent and Lenders constituting Required Lenders. (b) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as with the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer consent in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (c) a certificate of a Responsible Officer writing of the Borrower to the effect that Lenders), each Increasing Lender, each Assuming Lender, if any, and each Departing Lender (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default; (d) a fully executed copy of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreementbelow), if any; (ii) duly executed Revolving Notes for the Huntington Term Loan Agreementaccount of each Assuming Lender, if any, and any Increasing Lender, dated as of the Effective Date in a principal amount equal to such Lender’s Revolving Commitment after giving effect to the Revolving Commitment Increase hereunder; (iii) evidence reasonably satisfactory to it that on or prior to the PNC Term Loan AgreementEffective Date, (x) all obligations of the Borrower under the 5-Year Agreement shall have been terminated and be of no further force or effect (other than in respect of contingent indemnity obligations and any other obligation that expressly survives the termination thereof); (iv) (x) duly certified resolutions of the Borrower (in form and substance reasonably acceptable to the Administrative Agent) authorizing the execution, delivery and performance of this Amendment and of the Credit Agreement as amended hereby, and (y) opinion(s) of counsel of the Borrower in form and substance reasonably acceptable to the Administrative Agent; (v) from the Borrower for its account and the account of each Lender, all fees payable pursuant to that certain Fee Letter, dated as of November 16, 2006, by and among the Borrower and the Administrative Agent; and (ivvi) such other documents, instruments and agreements as the Prudential Note AgreementAdministrative Agent shall reasonably request; and (fb) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation administered the reallocation of the Revolving Commitments and other information that Term Loans among the Administrative Agent or such Lender reasonably requests Lenders in order to comply accordance with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective Datetheir respective ratable shares thereof. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This Agreement Amendment shall become effective as of the date first date above written (the “Third Amendment Effective Date”) that all when, and only when, each of the following conditions precedent shall have been satisfied: 2.1 (a) The Administrative Agent’s receipt Agent shall have received counterparts of this Amendment executed by the Borrower and the Required Lenders or, as to any of the followingLenders, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each in form and substance advice satisfactory to the Administrative Agent: Agent that such Lender has executed this Amendment and the consent attached hereto (athe “Consent”) counterparts of this Agreement, in such number as requested by the Administrative Agent, duly executed by the Borrower, the Guarantors, the Administrative Agent each Guarantor and Lenders constituting Required LendersGrantor. (b) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof A certificate signed by a duly authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (c) a certificate of a Responsible Officer officer of the Borrower to the effect that stating that: (i) each of the conditions specified representations and warranties contained in Sections 2.2 Article V of the Credit Agreement and 2.3 have been satisfied each other Loan Document is true and correct in all material respects on and as of the date hereof, as if made on and as of such date, except to the extent that such representations and warranties relate to a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such specific date; provided, however, that references in the Credit Agreement to “this Agreement” and references in each other Loan Document to the “Credit Agreement” shall be deemed to refer to the Credit Agreement as amended hereby; and (ii) no event has occurred and is continuing which that constitutes a Default;Default (other than the Specified Defaults). (c) The Borrower shall have paid to the Agent, for the account of each Lender executing this Amendment within the time period required by the Agent, in accordance with its Pro Rata Share, a nonrefundable fee equal to 1.00% in respect of such Lender’s Pro Rata Share of the Maximum Availability as in effect on the date hereof. (d) a fully executed copy of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each The Borrower shall have paid all accrued fees and expenses of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior (including all reasonable fees and out-of-pocket costs and expenses of legal counsel and advisors to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests Agent) for which invoices in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective Date. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall reasonable detail have been paid.provided to Borrower

Conditions of Effectiveness. This (a) The Agreement shall become effective as of the first date (Effective Date of this Agreement upon the “Third Amendment Effective Date”) that satisfaction of all of the following conditions precedent shall have been satisfied: 2.1 The Administrative Agent’s receipt of the following, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each in form and substance satisfactory to the Administrative Agentconditions: (ai) counterparts Borrowers shall have delivered to Administrative Agent an original (or executed faxed or electronic copy) of this Agreement, in such number as requested by the Administrative Agent, duly executed by each of the Borrower, the Guarantors, the Administrative Agent and Lenders constituting Required Lenders. (b) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a partyParties; (c) a certificate of a Responsible Officer of the Borrower to the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default; (d) Borrowers shall have delivered to Administrative Agent a fully executed copy of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan AgreementMerger Agreement and any amendments thereto; (iii) each of the PNC Term Loan representations and warranties contained in Section 6 of this Agreement shall be true, correct and accurate as of the date of this Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the receipt by Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another datepayment, in which case such representations immediately available funds, of all reasonable out-of-pocket fees, costs, charges and warranties shall have been correct as expenses incurred by Administrative Agent in connection with the preparation, execution and delivery of such other date. 2.3 There shall not have occurred since December 31this Agreement or any of the transactions arising hereunder or otherwise related hereto or referred to herein, 2017including any actual out-of-pocket costs, any event expenses, charges or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the expenses of Administrative Agent and the Lenders prior reasonable fees, charges and disbursements of counsel for Administrative Agent. (b) The parties hereto specifically acknowledge and agree that: (i) the execution and delivery of this Agreement shall not be deemed to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the create a course of dealing or otherwise obligate Administrative Agent or such Lenders to execute similar agreements under the same, similar or different circumstances in the future; and (ii) neither Administrative Agent nor any Lender reasonably requests has any obligation to further amend provisions of, or waive compliance with or consent to a departure from the requirements of, the Existing Loan Agreement or any of the other Loan Documents. Except as expressly amended pursuant hereto, the Existing Loan Agreement and each of the other Loan Documents shall remain unchanged and in order to comply with its ongoing obligations under applicable “know your customer” full force and anti-money laundering rules effect and regulations, including the U.S. Patriot Actare hereby ratified and confirmed in all respects, and the Beneficial Ownership Regulation, Collateral described in each case, the Loan Documents shall continue to secure the Obligations. Each of the Guarantors party hereto: (i) specifically consents to the extent requested at least five Business Days prior terms of this Agreement; (ii) reaffirms its obligations under its Guaranty and under all other Loan Documents to which it is a party; (iii) reaffirms the Third Amendment Effective Datewaivers of each and every one of the defenses to such obligations as set forth in such Guaranty and each such other Loan Document; and (iv) reaffirms that its obligations under such Guaranty and each such other Loan Document are separate and distinct from the obligations of any other party under the Loan Documents. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This Agreement 3.1 The amendments set forth in Article I and the limited consent set forth in Article II shall become effective as of the first date hereof (the “Third Amendment Effective Date”) that only upon the satisfaction of all of the following conditions precedent shall have been satisfied: 2.1 The Administrative Agent’s receipt of the following, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each in form and substance satisfactory to the Administrative Agentprecedent: (a) counterparts The Administrative Agent shall have received (i) a counterpart signature page of this Agreement, in such number as requested by the Administrative Agent, Second Amendment duly executed by the Borrower, and (ii) a counterpart signature page of this Second Amendment duly executed by such Lenders necessary to constitute the Guarantors, the Administrative Agent and Lenders constituting Required Lenders. (b) such certificates Copies of resolutions the articles or other action, incumbency certificates and/or other certificates certificate of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement incorporation and the other Loan Documents to which such Loan Party is bylaws of the Borrower, together with all amendments thereto, and a party;certificate of good standing, each certified by the appropriate governmental officer in the Borrower’s jurisdiction of incorporation. (c) a certificate The Administrative Agent shall have received an incumbency certificate, executed by the Secretary or Assistant Secretary of a Responsible Officer the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing Loan Documents, upon which constitutes a Default; (d) a fully executed copy of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to certificate the Administrative Agent and the Lenders prior shall be entitled to rely until informed of any change in writing by the ThirdBorrower. 2.4 (d) The Administrative Agent and each Lender shall have received all documentation copies, certified by the Secretary or Assistant Secretary of the Borrower, of its Board of Directors’ resolutions and of resolutions or actions of any other information that body authorizing this Second Amendment. (e) Evidence satisfactory to the Administrative Agent of any required Governmental Approvals or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” consents regarding this Second Amendment. (f) Borrower shall have paid all other fees and anti-money laundering rules and regulationsreasonable expenses of ▇▇▇▇▇ Fargo Securities, including the U.S. Patriot Act, Administrative Agent and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective Date. 2.5 Any fees owed to any Lender or Arranger Lenders required to be paid on or before prior to the Third Amendment Effective Date shall have been paiddate hereof (including reasonable fees and expenses of counsel to the Administrative Agent) in connection with this Second Amendment.

Conditions of Effectiveness. This Agreement shall become effective as The effectiveness of this Fourth Amendment (including the amendments contained in SECTION 1 and agreements contained in SECTION 2) is subject to the satisfaction (or written waiver) of the first date following conditions (the date of satisfaction of such conditions being referred to herein as the “Third Fourth Amendment Effective Date”) that all of the following conditions precedent shall have been satisfied: 2.1 The Administrative Agent’s receipt of the following, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each in form and substance satisfactory to the Administrative Agent:): (a) counterparts of this Agreement, in such number as requested by the Administrative Agent, This Fourth Amendment shall have been duly executed by the BorrowerBorrowers, the GuarantorsSubsidiary Guarantors and the Pro Rata Agent (which may include a copy transmitted by facsimile or other electronic method), and delivered to the Administrative Pro Rata Agent and the Lenders constituting under the Credit Agreement consisting of at least the Required Lenders.Pro Rata Facility Lenders immediately prior to the Fourth Amendment Effective Date; (b) such certificates Rabobank, as Repricing Arranger, shall have received all fees due and payable under that certain engagement letter, dated as of resolutions or other actionJuly 16, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as 2021, by and among Parent and Rabobank (the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party“Fourth Amendment Engagement Letter”); (c) The Pro Rata Agent shall have received favorable legal opinions of (A) ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Loan Parties, (B) ▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P., Nevada counsel to the Loan Parties, (C) ▇▇▇▇▇▇ and Calder, Cayman Islands counsel to the Loan Parties, and (D) DLA Piper Luxembourg S.à ▇.▇., Luxembourg counsel to the Loan Parties, with respect to the capacity of the Luxembourg Loan Parties to enter into the Loan Documents and the subsistence of the existing security, in each case in form and substance reasonably satisfactory to the Pro Rata Agent; (d) The Pro Rata Agent shall have received a certificate of signed by a Responsible Officer of the Borrower Borrowers as to the effect that matters set forth in paragraphs (g) and (h) of this SECTION 3; (e) The Pro Rata Agent shall have received (I) a certificate dated as of the Fourth Amendment Effective Date of an officer, director or manager (or such other authorized signatory reasonably acceptable to the Pro Rata Agent) of each of the Loan Parties, in form and substance reasonably satisfactory to the Pro Rata Agent, certifying (i) that either (A) attached thereto is a true and complete and up to date copy of the conditions specified articles or certificate of incorporation, memorandum and articles of association or other comparable organizational documents including any certificate on change of name and all amendments thereto of such Loan Party certified (other than in Sections 2.2 the case of any Loan Party that is a Cayman Islands exempted company) as of a recent date by the secretary of state (or comparable Governmental Authority) of its jurisdiction of organization (where applicable), and 2.3 that the same has not been amended since the date of such certification or (B) the articles or certificate of incorporation or other comparable organizational documents of such Loan Party delivered on the Third Amendment Effective Date to the applicable Administrative Agent have not been satisfied amended and are in full force and effect, (ii) that either (A) attached thereto is a true and complete copy of the bylaws or comparable governing documents of such Loan Party, as then in effect and as in effect at all times without amendment or supersession from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate or (B) that the bylaws or comparable governing documents of such Loan Party delivered on the Third Amendment Effective Date to the applicable Administrative Agent have not been amended and are in full force and effect and (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors or other comparable governing body or bodies of such Loan Party and, if applicable all the holders of the issued shares of such Loan Party, authorizing the execution, delivery and performance of this Fourth Amendment and any related Loan Documents to which it is a party, which are in full force and effect without amendment or supersession as of the date of the certificate, and as to the incumbency and genuineness of the signature of each officer, director or other comparable authorized manager or attorney of such Loan Party, executing this Fourth Amendment or any of such other Loan Documents, and attaching all such copies of the documents described above together with, in the case of the Loan Parties incorporated in the Cayman Islands, copies of their internal registers of directors and officers and registers of mortgages and charges and (II) in respect of (i) any Luxembourg Loan Party, (ii) WHBL Luxembourg S.à ▇.▇., (iii) Herbalife Luxembourg Distribution S.à ▇.▇., (iv) HLF Luxembourg Distribution S.à ▇.▇. and (v) Herbalife Africa S.à ▇.▇. (together the “Luxembourg Entities” and each a “Luxembourg Entity”), a manager’s certificate dated as of the Fourth Amendment Effective Date signed by a manager of the relevant Luxembourg Entity, certifying the following items: (A) an up-to-date copy of the articles of association of the relevant Luxembourg Entity; (B) an electronic true and complete certified excerpt of the Luxembourg Companies Register pertaining to the relevant Luxembourg Entity dated as of the date of this Fourth Amendment; (C) an electronic true and complete certified certificate of non-registration of judgment (certificat de non-inscription d’une décision judiciaire) dated as of the date of this Fourth Amendment issued by the Luxembourg Companies Register and reflecting the situation no event more than one Business Day prior to the date of this Fourth Amendment; (D) with respect to the Luxembourg Loan Parties only, true, complete and up-to-date board resolutions approving the entry by the relevant Luxembourg Loan Party into, among others, this Fourth Amendment and any related Loan Documents to which it is a party; (E) the relevant Luxembourg Entity is not subject to nor, as applicable, does it meet or threaten to meet the criteria of bankruptcy (faillite), voluntary or judicial liquidation (liquidation volontaire ou judiciaire), composition with creditors (concordat préventif de la faillite), controlled management (gestion contrôlée), reprieve from payment (sursis de paiement), general settlement with creditors or similar laws affecting the rights of creditors generally and no application has been made or is to be made by its manager or, as far as it is aware, by any other person for the appointment of a commissaire, juge-commissaire, liquidateur, curateur or similar officer pursuant to any voluntary or judicial insolvency, winding-up, liquidation or similar proceedings; (F) (with respect to the Luxembourg Loan Parties only) a true and complete specimen of signatures for each of the managers or authorized signatories having executed for and on behalf of the relevant Luxembourg Loan Party the Loan Documents; (G) a certificate of the domiciliation agent or signed by a manager of the relevant Luxembourg Entity certifying, as the case may be, (i) due compliance by the relevant Luxembourg Entity with, and adherence to, the provisions of the Luxembourg Law dated 31 May 1999 concerning the domiciliation of companies, as amended, and the related circulars issued by the Commission de Surveillance du Secteur Financier or (ii) that the premises of the Luxembourg Entity are leased pursuant to a legal, valid and binding (and still in full force and effect) lease agreement and correspond to sufficient unshared office space, with a separate entrance and sufficient office equipment allowing it to effectively carry out its business activities; (f) The Pro Rata Agent shall have received a certificate as of a recent date of the good standing of each of the Loan Parties (other than the Luxembourg Loan Parties) under the laws of its jurisdiction of organization, from the secretary of state (or comparable Governmental Authority) of such jurisdiction as well as corresponding telephonic bring-down good standing certificates dated as of the Fourth Amendment Effective Date, save that, no such bring-down good standing certificate is required for any Loan Party that is a Cayman Islands exempted company where the above recent date of the certificate of good standing initially provided is no earlier than fifteen (15) Business Days prior to the Fourth Amendment Effective Date; (g) No Default or Event of Default has occurred and is continuing which constitutes a Defaultboth before and immediately after giving effect to the transactions contemplated hereby; (dh) a fully executed copy of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained of each Loan Party set forth in Section 3 SECTION 5(b) of this Fourth Amendment are true and correct and the representations and warranties of each Loan Party set forth in SECTIONS 5(a) and (c) of this Fourth Amendment are true and correct in all material respects on and as of the Third Fourth Amendment Effective Date, Date (immediately after giving effect to this Fourth Amendment) as though if made on and as of such date other than date, except in the case of any such representations or and warranties that, by their terms, refer expressly stated to another relate to a specific earlier date, in which case such representations and warranties shall have been be true and correct in all material respects as of such other earlier date. 2.3 There ; provided, that, in each case such materiality qualifier shall not have occurred since December 31, 2017, be applicable to any event representations or circumstance, either individually warranties that already are qualified or in the aggregate, that has had modified by materiality or could reasonably be expected to have a “Material Adverse Effect Effect”; (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative i) The Pro Rata Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that a solvency certificate in the Administrative Agent or such Lender reasonably requests in order to comply form of Exhibit J of the Credit Agreement from a Responsible Officer of the Parent with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, respect to the extent requested at least five Business Days prior solvency of the Parent and its Subsidiaries, on a consolidated basis, after giving effect to the Third Amendment Effective Date. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.Fourth Amendment;

Conditions of Effectiveness. This Agreement Amendment shall become effective as of the first date (set forth above when, and only when, the “Third Amendment Effective Date”) that all of the following conditions precedent Agent shall have been satisfied: 2.1 The Administrative Agent’s receipt of received (in sufficient copies for each Bank) the following, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each in form and substance satisfactory to the Administrative Agent: (a) counterparts Counterparts of this Agreement, in such number as requested by the Administrative Agent, duly Amendment executed by the Borrower, the Guarantors, Guarantor and all of the Administrative Agent and Lenders constituting Required LendersBanks. (b) such certificates Certified copies of the resolutions or of the Board of Directors of the Borrower authorizing this Amendment and of all documents evidencing other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority necessary corporate action and capacity of each Responsible Officer thereof authorized governmental and regulatory approvals required to act as a Responsible Officer be obtained by it in connection with this Agreement and therewith, certified by the other Loan Documents to which such Loan Party is a party;Secretary or Assistant Secretary of the Borrower. (c) a certificate of a Responsible Officer Certified copies of the Borrower resolutions of the Board of Directors of the Guarantor authorizing this Amendment and of all documents evidencing other necessary corporate action and governmental and regulatory approvals required to be obtained by it in connection therewith, certified by the effect that (i) Secretary or Assistant Secretary of the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default;Guarantor. (d) a fully executed copy A favorable opinion of an amendment counsel to the Intercreditor Agreement;Borrower, to the effect set forth in Annex I to this Amendment and as to such other matters relating to the transactions contemplated hereby as any Bank through the Agent may reasonably request. (e) a fully executed copy A favorable opinion of an amendment, in each case dated as the General Counsel of (or prior to) the Third Amendment Effective DateGuarantor, to each of the following (each effect set forth in Annex II to this Amendment and as defined in to such other matters relating to the Intercreditor Agreement): (i) transactions contemplated hereby as any Bank through the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; andAgent may reasonably request. (f) such other assurancesEvidence satisfactory to the Agent and its counsel that the Guarantor has extended, certificatesthrough the Termination Date as extended hereby, documents, consents or opinions as the Administrative Agent or Guarantee set forth in Section 6.02 of the Required Lenders reasonably may requireExisting Agreement. 2.2 The representations and warranties contained in Section 3 are correct on and as (g) Evidence that the "Expiration Date" of the Third Amendment Effective Heat Purchase Contract has been extended to August 27, 1998 and that the "Outside Expiration Date" of the Heat Purchase Contract has been extended to September 1, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other date2001. 2.3 There shall not have occurred since December 31(h) Such other instruments, 2017, opinions or documents as any event or circumstance, either individually or in Bank through the aggregate, that has had or could Agent may reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective Daterequest. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This Agreement Amendment shall become effective as of the first date (such date being referred to as the “Third Amendment Effective Date”) when each of the following conditions shall have been satisfied (it being understood, for the avoidance of doubt, that the amendments to effect the Term B Loan Extension shall become effective upon satisfaction of all the following conditions applicable thereto (the “Extension Effective Time”) and the amendments to effect the Term B Loan Increase shall become effective upon satisfaction of all of the following conditions precedent shall have been satisfied: 2.1 The Administrative Agent’s receipt of applicable thereto (the following, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each in form and substance satisfactory to the Administrative Agent:“Incremental Effective Time”)): (a) The Administrative Agent (or its counsel) shall have received counterparts of this Agreement, in such number as requested Amendment signed by (i) the Administrative Agent, duly executed by the Parent Borrower, the Guarantors, the Administrative Agent Agent, and (ii) (A) in the case of the Term B Loan Extension, the Extended Maturity Term B-1 Dollar Lenders constituting and the Extended Maturity Term B-1 Euro Lenders, (B) in the case of the Term B Loan Increase, the Incremental Term B-1 Euro Lenders and (C) in the case of the amendments of the Existing Credit Agreement made pursuant to Section 10.01, the Required Lenders. (b) such certificates The Administrative Agent shall have received (x) the legal opinion of resolutions or other actionRopes & ▇▇▇▇ LLP, incumbency certificates and/or other certificates counsel to the Loan Parties and (y) the legal opinion of Responsible Officers of each Smith, Anderson, Blount, Dorsett, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, L.L.P., North Carolina counsel to the Loan Party as Parties, in form and substance reasonably satisfactory to the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;Agent. (c) a certificate of a Responsible Officer of the Borrower to the effect that The Administrative Agent shall have received (i) copies of each Organization Document for the conditions specified in Sections 2.2 Parent Borrower and 2.3 have been satisfied and each Guarantor, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Effective Date or a recent date prior thereto; (ii) no event has occurred signature and is continuing which constitutes incumbency certificates of the officers of the Parent Borrower and each Guarantor executing this Amendment; (iii) resolutions of the Board of Directors or similar governing body of the the Parent Borrower and each Guarantor approving and authorizing the execution, delivery and performance of this Amendment and certified as of the Effective Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment and (iv) if available, a Default;good standing certificate from the applicable Governmental Authority of the Parent Borrower’s and each Guarantor’s jurisdiction of incorporation, organization or formation, each dated a recent date prior to the Effective Date. (d) a fully executed copy of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the The Administrative Agent or and the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties No. 1 Lead Arrangers shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower paid all fees payable to the Administrative Agent and the Lenders Amendment No. 1 Lead Arrangers, respectively, on the Effective Date and, to the extent invoiced at least three (3) Business Days prior to the ThirdEffective Date (or as otherwise reasonably agreed by the Parent Borrower), out-of-pocket expenses required to be paid by the Parent Borrower in connection with this Amendment, including the Attorney Costs of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, in accordance with Section 10.04 of the Existing Credit Agreement. 2.4 (e) The Administrative Agent shall have received an officer’s certificate with respect to the Parent Borrower and the Guarantors in form and substance reasonably satisfactory to the Administrative Agent as to satisfaction of the conditions set forth in clauses (n) and (o) of this Section 5. (f) The Administrative Agent shall have received a Note executed by the Parent Borrower in favor of each Extended Maturity Term B-1 Lender and Incremental Term B-1 Euro Lender requesting a Note, if any. (g) [Reserved.] (h) The Administrative Agent shall have received a notice of prepayment pursuant to Section 2.05(a)(i) of the Existing Credit Agreement with respect to the Non-Extending Term B Dollar Loans and Non-Extending Term B Euro Loans, in accordance with the terms of the Existing Credit Agreement. (i) Each of the Non-Extending Term B Dollar Loan Prepayment and the Non-Extending Term B Euro Loan Prepayment shall have occurred at or substantially concurrently with the Extension Effective Time and the Incremental Effective Time. (j) The Administrative Agent shall have received a Committed Loan Notice with respect to the Incremental Term B-1 Euro Loans no later than 12:00 p.m. on the Business Day that is three (3) Business Days prior to the Effective Date. (k) The Administrative Agent shall have received a Solvency Certificate from a Responsible Officer of the Parent Borrower in substantially the form attached hereto as Annex C. (l) The Administrative Agent shall have received the results of searches of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Parent Borrower and each Lender Guarantor in the state of formation of such Person, together with copies of the financing statements (or similar documents) disclosed by such search. (m) At least three (3) Business Days prior to the Effective Date, the Administrative Agent shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations required by regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, USA PATRIOT Act that has been requested in each case, to the extent requested writing at least five ten (10) Business Days prior to the Third Amendment Effective Date. 2.5 Any fees owed (n) The representations and warranties of each Loan Party set forth in Article V of the Credit Agreement and in each other Credit Document shall be true and correct in all material respects on and as of the Effective Date, except to the extent such representations and warranties specifically 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 Lender or Arranger required qualification therein) in all respects on such respective dates. (o) Immediately after giving effect to be paid this Amendment and the making of the Incremental Term B-1 Euro Loans on or before the Third Amendment Effective Date shall have been paidas contemplated by this Amendment, no Default or Event of Default exists.

Conditions of Effectiveness. This Agreement (a) Sections 1 and 2 of this Amendment shall become effective as of the date first above written when, and only when, the Agent shall have received counterparts of this Amendment executed by CCE and the Required Lenders. (b) Section 3 of this Amendment shall become effective as of the date first above written when, and only when (i) the “Third Agent shall have received counterparts of this Amendment Effective Date”executed by TCCC, CCE, CCBC and all of the Lenders parties to the Credit Agreement (after giving effect to any assignments or Commitment reductions in accordance with Section 2.06(c) that of the Credit Agreement, as amended by Section 1 of this Amendment), (ii) all amounts due and owing by F▇▇▇▇ and BHL under the Credit Agreement shall have been paid in full, (iii) the Merger has been consummated and (iv) the Agent shall have additionally received all of the following conditions precedent shall have been satisfied: 2.1 The Administrative Agent’s receipt of the followingdocuments, each such document (unless otherwise specified) dated the date of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested receipt thereof by the Administrative Agent) Agent (unless otherwise specified specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Administrative AgentAgent (unless otherwise specified) and in sufficient copies for each Lender: (aA) counterparts Certified copies of the resolutions of the Board of Directors of TCCC approving this Agreement, in such number as requested by Amendment and the Administrative Agent, duly executed by the Borrower, the Guarantors, the Administrative Agent and Lenders constituting Required Lendersmatters contemplated hereby. (bB) such certificates A certificate of resolutions the Secretary or other action, incumbency certificates and/or other certificates an Assistant Secretary of Responsible Officers TCCC certifying the names and true signatures of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity officers of each Responsible Officer thereof TCCC authorized to act as a Responsible Officer in connection with sign this Agreement Amendment and the other Loan Documents documents to which such Loan Party is a party;be delivered hereunder. (cC) a certificate A favorable opinion of a Responsible Officer S▇▇▇▇▇▇ ▇▇▇▇, Slate, M▇▇▇▇▇▇ & F▇▇▇ LLP, counsel for TCCC, in substantially the form of Exhibit B hereto and as to such other matters as any Lender through the Borrower Agent may reasonably request. (D) A favorable opinion of Shearman & Sterling LLP, counsel for the Agent, in form and substance satisfactory to the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default;Agent. (dE) A certificate signed by a fully executed copy duly authorized officer of an amendment to the Intercreditor Agreement;TCCC stating that: (e1) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 5 and 6 are correct on and as of the Third Amendment Effective Date, date of such certificate as though made on and as of such date other than any such representations or warranties thatdate; and (2) No event has occurred and is continuing that constitutes a Default, by their terms, refer after giving effect to another date, in which case such representations and warranties shall have been correct as Section 3 of such other datethis Amendment. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective Date. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. (i) This Agreement Amendment shall become effective as of the first date (the “Third Amendment Effective Date”) that all each of the following conditions precedent shall have been satisfied:satisfied (or waived in accordance with Section 10.2 of the Credit Agreement): 2.1 (1) The Administrative Agent’s receipt of the followingAgent shall have received (which may be by electronic transmission), each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each in form and substance satisfactory to the Administrative Agent: (a) counterparts , a counterpart of this Agreement, in such number as requested Amendment which shall have been executed by the Administrative Agent, duly executed the Issuing Bank, the Lenders, Parent and the Borrower; (2) Each of the representations and warranties set forth in Section 4 of this Amendment shall be true and correct; (3) Borrower shall have paid all fees and expenses due and owing to the Lenders, the Administrative Agent and the Sole Lead Arranger on or prior to the Amendment Effective Date pursuant to the terms of the Credit Agreement (including, but not limited to, reasonable attorneys’ fees of counsel to the Administrative Agent (but limited to one primary outside counsel for the Administrative Agent and Sole Lead Arranger)) and any fee letter agreed upon in writing by the Borrower, the Guarantors, Administrative Agent and the Sole Lead Arranger; and (4) Borrower shall have furnished to the Administrative Agent a true, correct and Lenders constituting Required Lenderscomplete executed copy of the EOC Commitment Letter, which EOC Commitment Letter shall constitute the valid and binding obligations of the parties thereto, enforceable against such parties in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability). (bii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as Without limiting the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (c) a certificate of a Responsible Officer generality of the Borrower to provisions of Sections 3.1 and 3.2 of the effect that (i) Credit Agreement, for purposes of determining compliance with the conditions specified in Sections 2.2 Section 3(a), each Lender that has signed this Amendment (and 2.3 its permitted successors and assigns) shall be deemed to have been consented to, approved or accepted, or to be satisfied and (ii) no event has occurred and is continuing which constitutes with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Default; (d) a fully executed copy of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as Lender unless the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of received written notice from such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders Lender prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective Date. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third proposed Amendment Effective Date shall have been paidspecifying its objection thereto.

Conditions of Effectiveness. This Agreement Amendment shall become effective as of the first date (set forth above when, and only when, the “Third Amendment Effective Date”) that all of the following conditions precedent Agent shall have been satisfied: 2.1 The Administrative Agent’s receipt of received (in sufficient copies for each Bank) the following, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each in form and substance satisfactory to the Administrative Agent: (a) counterparts Counterparts of this Agreement, in such number as requested by the Administrative Agent, duly Amendment executed by the Borrower, the Guarantors, Guarantor and all of the Administrative Agent and Lenders constituting Required LendersBanks. (b) such certificates Certified copies of the resolutions or of the Board of Directors of the Borrower authorizing this Amendment and of all documents evidencing other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority necessary corporate action and capacity of each Responsible Officer thereof authorized governmental and regulatory approvals required to act as a Responsible Officer be obtained by it in connection with this Agreement and therewith, certified by the other Loan Documents to which such Loan Party is a party;Secretary or Assistant Secretary of the Borrower. (c) a certificate of a Responsible Officer Certified copies of the Borrower resolutions of the Board of Directors of the Guarantor authorizing this Amendment and of all documents evidencing other necessary corporate action and governmental and regulatory approvals required to be obtained by it in connection therewith, certified by the effect that (i) Secretary or Assistant Secretary of the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default;Guarantor. (d) a fully executed copy A favorable opinion of an amendment counsel to the Intercreditor Agreement;Borrower, to the effect set forth in Annex I to this Amendment and as to such other matters relating to the transactions contemplated hereby as any Bank through the Agent may reasonably request. (e) a fully executed copy A favorable opinion of an amendment, in each case dated as the General Counsel of (or prior to) the Third Amendment Effective DateGuarantor, to each of the following (each effect set forth in Annex II to this Amendment and as defined in to such other matters relating to the Intercreditor Agreement): (i) transactions contemplated hereby as any Bank through the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; andAgent may reasonably request. (f) such other assurancesEvidence satisfactory to the Agent and its counsel that the Guarantor has extended, certificatesthrough September 1, documents1998, consents or opinions as the Administrative Agent or Guarantee set forth in Section 6.02 of the Required Lenders reasonably may requireExisting Agreement. 2.2 The representations and warranties contained in Section 3 are correct on and as (g) Evidence that the "Expiration Date" of the Third Amendment Effective Heat Purchase Contract has been extended to August 27, 1998 and that the "Outside Expiration Date" of the Heat Purchase Contract has been extended to September 1, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other date2001. 2.3 There shall not have occurred since December 31(h) Such other instruments, 2017, opinions or documents as any event or circumstance, either individually or in Bank through the aggregate, that has had or could Agent may reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective Daterequest. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This Agreement shall become effective as of May 25, 2001, when, and only when, before 3:00 p.m. May 25, 2001, (x) the first date Existing Credit Agreements shall have been terminated and all indebtedness and other monetary obligations thereunder shall have been repaid in full by the borrowers thereunder and (y) the “Third Amendment Effective Date”Administrative Agent shall have received (i) that counterparts of this Agreement executed by the Borrowers, the Administrative Agent and each Lender, (ii) counterparts of the Guarantee executed by the Guarantor and the Administrative Agent and (iii) all of the following conditions precedent shall have been satisfied: 2.1 The Administrative Agent’s receipt of the followingdocuments, each document (unless otherwise indicated) being dated the date of receipt thereof by the Administrative Agent (which date shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or same for all such documents except as otherwise requested approved by the Administrative Agent) unless otherwise specified and each ), in form and substance satisfactory to the Administrative Agent: (a) counterparts Certified copies of the resolutions of the Board of Directors of each Borrower approving or authorizing approval of the execution, delivery and performance of this Agreement and of all documents evidencing other necessary corporate action and governmental and regulatory approvals, if any, with respect to this Agreement, in such number as requested by the Administrative Agent, duly executed by the Borrower, the Guarantors, the Administrative Agent and Lenders constituting Required Lenders. (b) such certificates A certificate of resolutions the Secretary or other action, incumbency certificates and/or other certificates of Responsible Officers an Assistant Secretary of each Loan Party as Borrower certifying the Administrative Agent may require evidencing names and true signatures of the identity, authority and capacity officers of each Responsible Officer thereof such Borrower authorized to act as a Responsible Officer in connection with sign this Agreement and the other Loan Documents documents to which such Loan Party is a party;be delivered hereunder. (c) a certificate or certificates of an appropriate officer of the jurisdiction of organization of each Borrower, dated as of a Responsible Officer date reasonably near the Effective Date, attaching the certificate of the incorporation or other constitutive documents of such Borrower to the effect and each amendment thereto on file in his office and certifying that (i) the conditions specified in Sections 2.2 such certificate of incorporation or other constitutive documents are true and 2.3 have been satisfied and complete copies thereof, (ii) no event such amendments (if any) are the only amendments to such certificate of incorporation or other constitutive documents on file in his office, (iii) such Borrower has occurred paid all franchise taxes to the date of such certificate and (iv) such Borrower is continuing which constitutes a Default;duly incorporated and in good standing under the laws of such jurisdiction; and (d) a fully executed copy A favorable opinion of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of Cleary, Gottlieb, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Esq., General Counsel of the following (each as defined Borrowers, and ▇▇▇▇▇▇▇▇ Kraft & ▇▇▇▇, counsel for the Guarantor, substantially in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) form of Exhibit ▇-▇, ▇-▇, and D-3, respectively, and as to such other assurances, certificates, documents, consents or opinions matters as any Lender and any Swing Line Bank through the Administrative Agent or the Required Lenders may reasonably may requirerequest. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective Date. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. (i) This Agreement Amendment shall become effective as of the first date (the “Third Amendment Effective Date”) that all each of the following conditions precedent shall have been satisfied:satisfied (or waived in accordance with Section 10.2 of the Credit Agreement): 2.1 (1) The Administrative Agent’s receipt of the followingAgent shall have received (which may be by electronic transmission), each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each in form and substance satisfactory to the Administrative Agent: (a) counterparts , a counterpart of this Agreement, in such number as requested Amendment which shall have been executed by the Administrative Agent, duly executed the Issuing Bank, the Lenders, Parent and the Borrower (which may be by PDF transmission); (2) Each of the representations and warranties set forth in Section 6 of this Amendment shall be true and correct; (3) Borrower shall have paid all fees and expenses due and owing to the Lenders, the Administrative Agent and the Sole Lead Arranger on or prior to the Amendment Effective Date pursuant to the terms of this Amendment (including, but not limited to, reasonable attorneys’ fees of counsel to the Administrative Agent (but limited to one primary outside counsel for the Administrative Agent and Sole Lead Arranger)) and any fee letter agreed upon in writing by the Borrower, the Guarantors, the Administrative Agent and Lenders constituting Required Lenders. (b) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a partySole Lead Arranger; (c4) a certificate The Eddy County Acquisition shall have been (or contemporaneously with the Amendment Effective Date shall be) consummated in accordance with the terms of the Eddy County Acquisition Documents, without giving effect to any waiver, modification or consent thereunder that is materially adverse to the interests of the Lenders (as reasonably determined by the Administrative Agent); (5) The Administrative Agent shall have received fully executed copies of the Eddy County Acquisition Agreement and all other material documents and agreements evidencing the Eddy County Acquisition, together with all exhibits and schedules, certified by a Responsible Officer of the Borrower to as being true and correct and complete; and (6) The Amendment Effective Date shall occur on or before May 3, 2023. (ii) Without limiting the effect that (i) generality of the provisions of Sections 3.1 and 3.2 of the Credit Agreement, for purposes of determining compliance with the conditions specified in Sections 2.2 Section 5(a), each Lender that has signed this Amendment (and 2.3 its permitted successors and assigns) shall be deemed to have been consented to, approved or accepted, or to be satisfied and (ii) no event has occurred and is continuing which constitutes with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Default; (d) a fully executed copy of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as Lender unless the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of received written notice from such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders Lender prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective Date. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third proposed Amendment Effective Date shall have been paidspecifying its objection thereto.

Conditions of Effectiveness. This Agreement Amendment shall become effective as of the first date written hereof (such date being referred to as the “Third Amendment No. 4 Effective Date”) that all when each of the following conditions precedent shall have been satisfied: 2.1 The Administrative Agent’s receipt of the following, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each in form and substance satisfactory to the Administrative Agent: : (a) counterparts of this Agreement, in such number as requested by the Administrative Agent, Agent shall have received duly executed signature pages for this Amendment signed by the Borrower, the Guarantorseach Loan Party, the Administrative Agent and Lenders constituting Required Lenders. the Additional Lender; (b) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of shall have received duly executed Lender Consents from each Responsible Officer thereof authorized to act as Lender electing a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; Cashless Amendment Option; (c) the Administrative Agent shall have received (i) a certificate of a Responsible Officer of the Borrower to that the effect that statements set forth in Section 4 of this Amendment and in clauses (ie) the conditions specified in Sections 2.2 and 2.3 have been satisfied (f) below are true and correct and (ii) no event has occurred a solvency certificate in substantially the form of Exhibit G to the Existing Credit Agreement from the chief financial officer (or similar officer, director or authorized signatory) of the Borrower dated as of the Amendment No. 4 Effective Date and is continuing which constitutes a Default; certifying as to the matters set forth therein (after giving effect to the transactions contemplated by this Amendment to occur on the Amendment No. 4 Effective Date); (d) a fully executed copy of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as received a customary opinion of such other date. 2.3 There shall not have occurred since December 31Ropes & Gray LLP, 2017New York and Delaware counsel to Holdings, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by and the Borrower Subsidiary Guarantors, addressed to the Administrative Agent and the Lenders prior Refinancing Term Lenders, in form and substance reasonably satisfactory to the Third 2.4 The Administrative Agent Agent; (e) the representations and each Lender warranties of the Loan Parties contained in Article V of the Credit Agreement or in any other Loan Document shall have received be true and correct in all documentation material respects on and other information as of the Amendment No. 4 Effective Date (except in the case of any representation or warranty which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be); provided that the Administrative Agent any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” similar language shall be true and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective Date. 2.5 Any fees owed correct (after giving effect to any Lender or Arranger required to be paid qualification therein) in all respects on or before the Third Amendment Effective Date shall have been paid.such respective dates;

Conditions of Effectiveness. This Agreement Amendment shall become effective as of the date first date (the “Third Amendment Effective Date”) that all above written when, and only when, each of the following conditions precedent shall have been satisfied: 2.1 (a) The Administrative Agent’s receipt Parent shall have received $30,000,000 in gross cash proceeds from its issuance of Equity Interests, and the following, each net cash proceeds of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly have been contributed by originals Parent to the extent set forth below or otherwise requested Borrower. (b) The Agent shall have received counterparts of this Amendment executed by the Administrative AgentBorrower and the Required Lenders or, as to any of the Lenders, advice satisfactory to the Agent that such Lender has executed this Amendment and the consent attached hereto (the “Consent”) unless otherwise specified executed by each Guarantor and each Grantor. (c) The Agent shall have received a certificate of the Secretary or Assistant Secretary of the Borrower, in form and substance satisfactory to the Administrative Agent, which certificate shall (i) certify as to the incumbency and signature of the officers of the Borrower executing this Amendment, (ii) have attached to it a true and correct copy of the resolutions of the Board of Directors of the Borrower, which resolutions shall authorize the execution, delivery and performance of this Amendment and (iii) certify that, as of the date of such certificate (which shall not be earlier than the date hereof), none of such resolutions shall have been amended, supplemented, modified, revoked or rescinded. (d) The Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Guarantor and Grantor certifying the names and true signatures of the officers of the Guarantors and the Grantors authorized to sign the Consent and the other documents to be delivered hereunder. (e) A certificate signed by a duly authorized officer of the Borrower stating that: (ai) counterparts each of the representations and warranties contained in Article V of the Credit Agreement and each other Loan Document is true and correct in all material respects on and as of the date hereof, as if made on and as of such date, except to the extent that such representations and warranties relate to a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such specific date; provided, however, that references in the Credit Agreement to “this Agreement, ” and references in such number as requested by the Administrative Agent, duly executed by the Borrower, the Guarantors, the Administrative Agent and Lenders constituting Required Lenders. (b) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (c) a certificate of a Responsible Officer of the Borrower Document to the effect that (i) “Credit Agreement” shall be deemed to refer to the conditions specified in Sections 2.2 and 2.3 have been satisfied and Credit Agreement as amended hereby; and (ii) no event has occurred and is continuing which that constitutes a Default; Default (d) a fully executed copy of an amendment to other than the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; andSpecified Defaults). (f) The Borrower shall have paid to the Agent, for the account of each Lender executing this Amendment within the time period required by the Agent in accordance with its Pro Rata Share, a nonrefundable fee equal to 1.00% in respect of such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may requireLender’s Revolving Credit Commitment. 2.2 (g) The representations Borrower shall have paid all fees and warranties contained in Section 3 are correct on and as expenses of the Third Amendment Effective Date, as though made on Agent (including all reasonable fees and as out-of-pocket costs and expenses of such date other than any such representations or warranties that, by their terms, refer legal counsel to another date, the Agent) and Opportune LLP for which invoices in which case such representations and warranties shall reasonable detail have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected provided to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five two Business Days prior to the Third Amendment Effective Datedate hereof. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This Agreement Amendment shall become effective as of the first date hereof (the “Third Omnibus Amendment Effective Date”) that all of the following conditions precedent shall have been satisfied: 2.1 The Administrative Agent’s receipt of the followingwhen, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each in form and substance satisfactory to the Administrative Agentonly when: (a) the Agent shall have received counterparts of (i) this Agreement, in such number as requested Amendment duly executed by the Administrative Company, the Guarantors, the Banks and the Agent and (ii) each of the Agent’s Fee Letter and the Syndication Agent Fee Letter, duly executed by the Borrower, Company and the Guarantors, the Administrative Agent and Lenders constituting Required Lenders.the Syndication Agent, respectively; (b) such A certificate or certificates of resolutions the Secretary or other action, incumbency certificates and/or other certificates of Responsible Officers an Assistant Secretary of each Loan Party as Borrower and each Guarantor, attesting to and attaching (i) a copy of the Administrative Agent may require evidencing corporate resolution of such Person authorizing the identityexecution, authority delivery and capacity performance of each Responsible Officer thereof this Amendment, (ii) an incumbency certificate showing the names and titles, and bearing the signatures of, the officers of such Borrower or Guarantor authorized to act as execute this Amendment, and (iii) a Responsible Officer in connection copy of the Organizational Documents of such Borrower or Guarantor with this Agreement and the other Loan Documents to which such Loan Party is a partyall amendments thereto; (c) a certificate Certificate of a Responsible Officer Good Standing for the Company and each Guarantor certified by the Secretary of State or equivalent body in the Borrower to the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Defaultapplicable jurisdiction of incorporation; (d) a fully executed copy an opinion of an amendment counsel to the Intercreditor AgreementCompany, the Guarantors and any Borrowing Subsidiary, addressed to the Agent and the Banks, in form and substance acceptable to the Agent; (e) a fully executed copy of an amendment, certificate signed by a Responsible Officer that the conditions specified in each case dated as of (or prior to) the Third Amendment Effective Date, to each Section 6.3 of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan AgreementCredit Agreement have been satisfied; (iif) all of the Huntington Term Loan Agreement; (iii) Agent’s accrued costs, fees and expenses through the PNC Term Loan Agreementdate hereof and all fees set forth in the Fee Letters shall be fully paid; and (ivg) the Prudential Senior Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties Agreements shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or amended in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic manner satisfactory to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective DateAgent. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This Agreement Amendment shall become effective as of the date first date (above written when, and only when, the “Third Administrative Agent shall have received counterparts of this Amendment Effective Date”) executed by the Company and the Majority Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment and the Administrative Agent shall have additionally received all of the following conditions precedent shall have been satisfied: 2.1 The Administrative Agent’s receipt of the followingdocuments, each such document (unless otherwise specified) dated the date of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested receipt thereof by the Administrative Agent) unless otherwise specified , in sufficient copies for each Lender and each in form and substance satisfactory to the Administrative Agent: (a) counterparts Certified copies of the resolutions of the Board of Directors of the Company and each Subsidiary Guarantor approving this Amendment and the Collateral Agreements (as hereinafter defined) to which it is or is to be a party, and the matters contemplated hereby and thereby. (b) A certificate of the Secretary or an Assistant Secretary of the Company and each Subsidiary Guarantor certifying the names and true signatures of the officers of the Company and such Subsidiary Guarantor authorized to sign this Amendment and the Collateral Agreements to which they are or are to be a party and the other documents to be delivered hereunder and thereunder. (c) A security agreement in substantially the form of Exhibit A hereto (together with each other security agreement and security agreement supplement delivered pursuant to Section 7.15 of the Credit Agreement, in such number each case as requested by amended, the Administrative Agent"Security Agreement"), duly executed by the BorrowerCompany and each ------------------- Subsidiary Guarantor, together with evidence of the insurance required by the terms of the Security Agreement. (d) Deeds of trust, trust deeds, mortgages, leasehold mortgages and leasehold deeds of trust in substantially the form of Exhibit B hereto and covering the properties listed on Schedule II hereto (together with each other mortgage delivered pursuant to Section 7.15 of the Credit Agreement, in each case as amended, the Guarantors"Mortgages", and together with the Security Agreement, the --------- "Collateral Agreements"), duly executed by the Company or the appropriate ---------------------- Subsidiary. (e) Evidence of insurance naming the Administrative Agent as additional insured with such responsible and Lenders constituting Required reputable insurance companies or associations, and in such amounts and covering such risks, as is satisfactory to the Lenders. (bf) A favorable opinion of ▇▇▇▇▇▇▇ & Torrance LLP, counsel for the Company and each Subsidiary Guarantor, in substantially the form of Exhibit C hereto and as to such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party matters as any Lender through the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;reasonably request. (cg) A certificate signed by a certificate of a Responsible Officer duly authorized officer of the Borrower to the effect that Company stating that: (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default; (d) a fully executed copy of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 and in each of the Collateral Agreements delivered pursuant to this Section 2 are correct on and as of the Third Amendment Effective Date, date of such certificate as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as a date other than the date of such other date. 2.3 There shall not have certificate; and (ii) No event has occurred since December 31, 2017, any event and is continuing that constitutes a Default or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic an Event of Default. This Amendment is subject to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective Date. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.provisions of Section 12.01

Conditions of Effectiveness. Upon satisfaction of the following, the effective date of this Amendment shall be November 9, 2001 (the "Effective Date"). This Agreement Amendment shall become effective as of when, and only when, (a) the first date (the “Third Amendment Effective Date”) that Noteholder shall have received all of the following conditions precedent shall have been satisfied: 2.1 The Administrative Agent’s receipt of the followingdocuments, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each indicated) being dated the date hereof, in form and substance satisfactory to the Administrative AgentNoteholder: (ai) counterparts executed originals of each of this Agreement, in such number as requested by Amendment and the Administrative Agent, duly executed by the Borrower, the Consent of Guarantors, the Administrative Agent and Lenders constituting Required Lenders. (b) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a partyattached hereto; (cii) a certificate of a Responsible Officer of the Borrower duly executed Credit Agreement Amendment in form and substance acceptable to the effect that (i) the Noteholder under which all conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred that is in full force and is continuing which constitutes a Defaulteffect; (diii) a fully an executed copy allonge to the Note in the form of Exhibit D hereto, and otherwise acceptable to the Noteholder; (iv) executed originals of the Equity Appreciation Rights Agreement, in the form of Exhibit E hereto; (v) executed originals of the Letter Agreement, in form and substance satisfactory to the Noteholder, between the Company and the Noteholder; (vi) executed originals of an amendment to the Senior Debt Intercreditor Agreement, in form and substance acceptable to the Noteholder; (evii) a fully duly executed copy of an amendmentletter from General Electric Capital Corporation, in each case dated as of (or prior to) form and substance acceptable to the Third Amendment Effective DateNoteholder, to each of confirming that the following (each as defined conditions set forth in the Intercreditor Agreement): (i) securitization agreement with the Regions Term Loan AgreementCompany have been satisfied; (iiviii) certified copies of the Huntington Term Loan Agreementresolutions of the Board of Directors of the Company authorizing this Amendment and the transactions contemplated thereby; (iiiix) a certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers authorized to sign this Amendment on behalf of the Company and any other documents to be delivered by the Company hereunder; (x) the PNC Term Loan Agreementopinions of counsel to the Company and the Guarantors containing such opinions and in form and substance acceptable to the Noteholder and its counsel; and (iv) the Prudential Note Agreement; and (fxi) such other assurances, certificates, documents, consents instruments, approvals or opinions as the Administrative Agent or the Required Lenders Noteholder may reasonably may requirerequest. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective Date. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This Agreement shall become effective as The effectiveness of the first date amendment and restatement of the Existing Credit Agreement pursuant to Section 1 of this Restatement Agreement (the “Third Amendment Restatement Effective Date”) that all shall be subject to the satisfaction or waiver of the following conditions precedent shall have been satisfied: 2.1 The Administrative Agent’s receipt of the following, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each in form and substance satisfactory to the Administrative Agentprecedent: (a) counterparts the Administrative Agent (or its counsel) shall have received a duly executed and completed counterpart hereof that bears the signature of this (A) Parent and the Borrowers, (B) each 2026 Revolving Lender and each 2021 Term Lender, (C) the Lenders constituting Required Lenders under the Existing Credit Agreement, in such number as requested by (D) the Issuing Bank and the Swingline Lender and (E) the Administrative Agent, duly executed by the Borrower, the Guarantors, the Administrative Agent and Lenders constituting Required Lenders.; (b) such certificates of resolutions or other actiona Borrowing Request with respect to the 2021 Term Loan, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as executed by a Responsible Officer of the applicable Borrower(s) and in connection accordance with this Agreement and the other Loan Documents to which such Loan Party is a partyrequirements of the Restated Credit Agreement; (c) a certificate of a Responsible Officer of the Borrower Parent shall deliver to the effect that Administrative Agent legal opinions of (i) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel for the conditions specified in Sections 2.2 and 2.3 have been satisfied and Loan Parties, (ii) no event has occurred A&L Goodbody, Irish counsel for the Loan Parties, (iii) Elvinger, Hoss & Prussen, société anonyme, Luxembourg counsel for the Loan Parties, (iv) Torys LLP, Ontario counsel for the Loan Parties, (v) ▇▇▇▇▇▇ de ▇▇▇▇▇ LLP, Quebec counsel for the Loan Parties, (vi) ▇▇▇▇▇▇▇ (Bermuda) Limited, Bermuda counsel for the Loan Parties, (vii) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & Co LLC, Cyprus counsel for the Administrative Agent, (viii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, UK counsel for the Administrative Agent and is continuing which constitutes a Default(ix) NautaDutilh Avocats Luxembourg S.à ▇.▇., Luxembourg counsel for the Administrative Agent, in each case, in form and substance reasonably acceptable to the Administrative Agent; (d) a fully executed copy of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement):Administrative Agent shall have received: (i) (x) a copy of the Regions Term certificate, articles of association or articles of incorporation or other formation documents, including all amendments thereto, of each Loan AgreementParty, certified (to the extent available and customary in any non-U.S. jurisdiction, provided that no such certification shall be required to the extent the applicable Loan Party is formed or incorporated in (a) Canada or a province or territory thereof) or (b) the Grand Duchy of Luxembourg) as of a recent date by the Secretary of State of the state of its organization (or similar Governmental Authority in any foreign jurisdiction with respect to any such Loan Party organized outside the United States of America), and (to the extent available and customary in a non-U.S. jurisdiction) a certificate as to the good standing of each such Loan Party as of a recent date, from such Secretary of State (or similar Governmental Authority in any foreign jurisdiction (to the extent available in that foreign jurisdiction) with respect to any Loan Party organized outside the United States of America); and (y) a certificate of the secretary or assistant secretary (to the extent customary in a non-U.S. jurisdiction) of each Loan Party or the secretary or assistant secretary of the managing body of such Loan Party (or, of a manager or director, if applicable and customary, in the case of any Foreign Loan Party) dated the Restatement Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws, articles of association (or similar governing documentation) of such Loan Party as in effect on the Restatement Effective Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, board of managers or similar governing body of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to be entered into in connection with the transactions contemplated hereby and to which such Person is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (C) unless delivery is not customary in the jurisdiction of any Foreign Loan Party, as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; (ii) with respect to each Loan Party organized under the Huntington Term Loan Agreementlaws of the Grand Duchy of Luxembourg, a copy of an excerpt from the Luxembourg Register of Commerce and Companies in relation to it dated no earlier than one (1) Business Day prior to the Restatement Effective Date and a copy of a certificate of non registration of a judicial decision (certificat de non-inscription d’une décision judiciaire) issued by the Luxembourg Register of Commerce and Companies dated no earlier than one (1) Business Day prior to the Restatement Effective Date; (iii) a certificate dated the PNC Term Restatement Effective Date executed by a Responsible Officer of Parent certifying that the conditions set forth in Section 4.02 of the Restated Credit Agreement have been satisfied (with all references in such Section 4.02 of the Restated Credit Agreement to any Credit Event being deemed to be references to this Restatement Agreement on the Restatement Effective Date); (iv) a certificate of Parent, signed by an authorized signatory of Parent, in substantially the form attached to the Restated Credit Agreement as Exhibit E thereto; (v) a duly executed and completed counterpart of the Acknowledgment and Confirmation, in substantially the form attached hereto as Exhibit C, bearing the signature of an authorized officer of each Loan AgreementParty; (vi) a duly executed and completed counterpart of a Luxembourg law governed master security confirmation agreement relating to the Lux Security Documents, bearing the signature of an authorized officer of each of the Loan Parties party thereto and the Collateral Trustee; (vii) an Irish-law governed Deed of Confirmation duly executed and completed by each of the parties thereto; (viii) an English law governed supplemental debenture duly executed by the Loan Parties party thereto and the Collateral Agent; and (ivix) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the U.S. Patriot USA PATRIOT Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five not less than ten Business Days prior to the Third Amendment date hereof; (e) the Administrative Agent and the Lead Arrangers shall have received all fees due and payable thereto on or prior to the Restatement Effective Date and, to the extent invoiced at least two Business Days prior to the Restatement Effective Date. 2.5 Any fees owed to any Lender or Arranger , reimbursement of all reasonable and out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) in connection with this Restatement Agreement required to be reimbursed and paid on or before by the Third Amendment Loan Parties under the Existing Credit Agreement; and (f) any Existing Term Loans that are not continued as New Term Loans (including all accrued and unpaid interest thereon) shall be repaid in full. The Administrative Agent shall notify the Parent and the Lenders of the Restatement Effective Date Date, and such notice shall have been paidbe conclusive and binding.

Conditions of Effectiveness. This Agreement Amendment shall become effective as when, and only upon the satisfaction of each of the first date following conditions, such satisfaction to occur on or prior to August 31, 2000: (a) No Default or Event of Default shall be in existence after giving effect to this Amendment; (b) the “Third Noteholder shall have received executed originals of this Amendment Effective Date”) that and all of the following conditions precedent shall have been satisfied: 2.1 The Administrative Agent’s receipt of the followingdocuments, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each indicated) being dated the date hereof, in form and substance satisfactory to the Administrative AgentNoteholder: (a) counterparts of this Agreement, in such number as requested by the Administrative Agent, duly executed by the Borrower, the Guarantors, the Administrative Agent and Lenders constituting Required Lenders. (b) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (c) a certificate of a Responsible Officer of the Borrower to the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default; (d) a fully executed copy of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan AgreementThe Notes; (ii) Copies of all documents evidencing all governmental approvals, if any, with respect to this Amendment and the Huntington Term Loan Agreementmatters contemplated hereby and thereby; (iii) A certificate of the PNC Term Loan Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers authorized to sign this Amendment on behalf of the Company and any other documents to be delivered by the Company hereunder; (iv) The Consent and Reaffirmation of the Facility Guarantors attached hereto by each of the Guarantors; (v) A duly executed Amendment No. 4, satisfactory to the Required Holders in all respects, to the Wachovia Bank Credit Agreement; (vi) A duly executed Amendment No. 4, satisfactory to the Required Holders in all respects, to the Bank of America Credit Agreement; (vii) A duly executed Global Amendment No. 2 to Intercreditor Agreements in form and substance satisfactory to Noteholder; (viii) A legal opinion of counsel to Company, as to such matters as the Noteholder may request; and (ix) Such other documents, instruments, approvals or opinions as the Noteholder may reasonably request. (c) The Company shall have paid to the Noteholder and the other Secured Parties, on a pro rata basis a fully-earned, non-refundable amendment fee in an amount equal to 0.25% of the total principal amount outstanding of the Senior Debt; 9 (d) Payment to the Person indicated below of the following amounts in immediately available funds: (i) to the Collateral Agent, Collateral Agent Fees in an amount equal to $1,425; (ii) to the Collateral Agent for Field Audit Expenses of the Collateral Agent with respect to Core Crown Crafts, CCIP, and Hamco, in the amount as set forth in a statement submitted to the Company; (iii) to the appropriate Secured Party, legal fees and expenses of Jone▇, ▇▇y, Reav▇▇ & ▇ogu▇; ▇▇ng & ▇pal▇▇▇▇; ▇▇d Smith, Helms, Mull▇▇ & ▇oor▇, ▇▇P, counsel to the respective Secured Parties, through the effective date of the Amendment, pursuant to statements submitted to the Company (which statements may include estimates of time and expenses to be incurred on and after the dates of posting of actual time and expenses set forth therein, which estimated amounts shall be subject to subsequent adjustment to reflect actual time and expenses subsequently posted; and (iv) to the Prudential Note Agreement; and (f) such other assurancesappropriate Secured Party, certificates, documents, consents or opinions as fees and expenses of consultants to the Administrative Agent or respective Secured Parties incurred in connection with the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as review of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other dateCompany's proposed employee retention plan. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective Date. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This Agreement Amendment No. 1 shall become effective as of the date first date above written (the “Third Amendment Effective Date”) when, and only when, (i) the Agent shall have received counterparts of this Amendment No. 1 executed by the Company, the Guarantor, the Successor Borrower, the Parent Guarantor and the Required Lenders, (ii) the Parent Guarantor has acquired the Company by means of a merger of the Company with and into a direct wholly-owned subsidiary of the Parent Guarantor, as a result of which the Successor Borrower has become a Borrower under the Credit Agreement (it being understood that each Lender signing this Amendment No. 1 has thereby consented to such merger and to such wholly-owned subsidiary of the Parent Guarantor becoming a Borrower under the Credit Agreement) and (iii) the Agent shall have additionally received all of the following conditions precedent shall have been satisfied: 2.1 The Administrative Agent’s receipt of the followingdocuments, each such document (unless otherwise specified) dated the date of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested receipt thereof by the Administrative Agent) unless otherwise specified and each in form and substance satisfactory to the Administrative Agent: (a) counterparts Certified copies of this Agreement, in such number as requested by the Administrative Agent, duly executed by resolutions of the Board of Directors of the Parent Guarantor and of the Board of Directors of the Successor Borrower, respectively, approving this Amendment No. 1 and the Guarantors, the Administrative Agent and Lenders constituting Required Lendersmatters contemplated hereby. (b) such certificates A certificate of resolutions the Secretary or other actionan Assistant Secretary of the Parent Guarantor and of the Secretary or an Assistant Secretary of the Successor Borrower, incumbency certificates and/or other certificates respectively, certifying the names and true signatures of Responsible Officers the officers of each Loan Party as the Administrative Agent may require evidencing Parent Guarantor and the identitySuccessor Borrower, authority and capacity of each Responsible Officer thereof respectively, authorized to act as a Responsible Officer in connection with sign this Agreement and the other Loan Documents to which such Loan Party is a party;Amendment No. 1. (c) a certificate An opinion of a Responsible Officer Deputy General Counsel of the Borrower to Parent Guarantor, in substantially the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default;form of Exhibit A. (d) a fully executed copy An opinion of an amendment W▇▇▇▇▇ C▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & R▇▇▇, special North Carolina counsel to the Intercreditor Agreement;Parent Guarantor, in substantially the form of Exhibit B. (e) a fully executed copy An opinion of an amendmentD▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP, special New York counsel to the Parent Guarantor, in each case dated as substantially the form of Exhibit C. (or prior tof) the Third Amendment Effective Date, to each A certificate signed by a duly authorized officer of the following (each as defined in the Intercreditor Agreement):Company stating that: (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 of this Amendment No. 1 are correct on and as of the Third Amendment Effective Date, date of such certificate as though made on and as of such date other than any such representations or warranties date; and (ii) No event has occurred and is continuing that constitutes a Default. (g) A certificate signed by a duly authorized officer of the Parent Guarantor stating that, by their terms, refer to another date, in which case such : (i) The representations and warranties shall have been contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the date of such certificate as though made on and as of such other date; and (ii) No event has occurred and is continuing that constitutes a Default. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective Date. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This Agreement Amendment shall become effective when the Administrative Agent shall have received counterparts of this Amendment executed by the Company and the Required Lenders and counterparts of the Consent attached hereto (the “Consent”) executed by each Guarantor; provided that Sections 1(a), 1(b), 1(c), 1(k), 2 and 4 of this Amendment shall become effective as of the date first date (the “Third Amendment Effective Date”) that all of above written when, and only when, the following conditions precedent shall have been satisfied: 2.1 The (a) the Administrative Agent’s receipt Agent shall have received : (i) counterparts of this Amendment executed by the Company and all of the followingLenders or, each as to any of which shall be e-mails (in a .pdf format) or telecopies (in each casethe Lenders, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each in form and substance advice satisfactory to the Administrative Agent: (a) counterparts of Agent that such Lender has executed this Agreement, in such number as requested by the Administrative Agent, duly executed by the Borrower, the Guarantors, the Administrative Agent and Lenders constituting Required Lenders. (b) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (c) a certificate of a Responsible Officer of the Borrower to the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default; (d) a fully executed copy of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan AgreementAmendment; (ii) certified copies of (A) the Huntington Term Loan Agreementresolutions of the Board of Directors of (1) the Company approving this Amendment and the matters contemplated hereby and (2) each Guarantor evidencing approval of the Consent and (B) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the Consent and the matters contemplated hereby and thereby; (iii) a certificate signed by a duly authorized officer of the PNC Term Loan Agreement; and Company stating that (ivA) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 6 of this Amendment are true and correct on and as of the Third date of such certificate and after giving effect to this Amendment Effective Date, (including the Borrowing deemed to be made pursuant to Section 4 of this Amendment) as though made on and as of such date other than (except to the extent that any such representations or and warranties that, by their terms, specifically refer to another an earlier date, in which case such representations and warranties shall have been correct case, as of such other earlier date. 2.3 There shall not have occurred since December 31, 2017, any event ); and (b) no Default or circumstance, either individually Event of Default exists or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting would result from the COVID-19 pandemic effectiveness of this Amendment (or the consummation of the transaction contemplated by this Amendment, including the Borrowing deemed to be made pursuant to Section 4 of this Amendment); (b) the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower Company shall have paid to the Administrative Agent (i) all fees that are due and payable at such time pursuant to any written agreement of the Lenders Company and (ii) for the account of each Term B Lender, the prepayment premium payable to such Lender pursuant to Section 2.7(a)(ii)(B) of the Credit Agreement (as in effect prior to giving effect to Section 1(k) hereof) as a result of the prepayment contemplated by Section 4(a) of this Amendment; and (c) the Company shall have paid all accrued and unpaid Attorney Costs of the Administrative Agent which have been invoiced at least 2 days prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, date hereof. This Amendment is subject to the extent requested at least five Business Days prior to provisions of Section 11.3 of the Third Amendment Effective DateCredit Agreement. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This Agreement Amendment shall not become effective as of the first date (the “Third Amendment Effective Date”) that all until each of the following conditions precedent shall have has been satisfied: 2.1 3.1 This Amendment shall have been executed by the Loan Parties, the Agent, and the Banks. 3.2 The Administrative Agent’s receipt Loan Parties shall have furnished to the Agent such certified copies of the followingresolutions of the Board of Directors or the members, each as the case may be, of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each in form and substance satisfactory to the Administrative Agent: (a) counterparts of this Agreement, in such number Loan Parties as requested by the Administrative Agent approving this Amendment, and of all documents evidencing other necessary corporate or company action, as the case may be, and governmental approvals, if any, with respect to this Amendment. 3.3 The Loan Parties shall have furnished to the Agent such other approvals, opinions, or documents as the Agent may reasonably request. 3.4 The Loan Parties shall have paid all out of pocket fees and disbursements of the Agent, duly executed by including all unpaid fees and disbursements of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ PLLC due and owing as of the Borrower, the Guarantors, the Administrative Agent and Lenders constituting Required Lendersdate of this Amendment. (b) 3.5 The Loan Parties shall have executed and delivered, or caused to be executed and delivered, such certificates amendments and agreements in respect of resolutions the Subordination Agreements and any document, instrument or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require agreement evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer or executed in connection with this Agreement any Subordinated Debt as shall be acceptable to the Agent. Notwithstanding the foregoing, the Agent and the other Loan Documents Banks acknowledge and agree that it shall not be a condition precedent to which the effectiveness of this Amendment that any such Loan Party is items be executed and delivered by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as a party; (c) holder of Subordinated Debt and nor shall it be a certificate of a Responsible Officer condition precedent to the effectiveness of the Borrower Tenth Amendment to the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default; (d) a fully executed copy of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case Credit Agreement dated as of August 1, 2005, or the Eleventh Amendment to Credit Agreement dated as of September 30, 2005, that any similar items otherwise previously required in connection therewith be executed and delivered by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇; provided that (or prior toy) the Third Amendment Effective Date, to each nothing herein shall be deemed a waiver of any of the following (each as defined in rights or remedies of the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as Banks under the Subordination Agreement of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, all of which the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior Banks hereby expressly reserve, and (z) this allowance with respect to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be strictly limited as stated above with respect to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in connection with such Tenth Amendment, the Third 2.4 The Administrative Eleventh Amendment, and this Amendment, and nothing herein shall be construed as a waiver of, a consent to or any modification or amendment, or limitation of, any term or condition of this Section 3.5 with respect to any other holder of Subordinated Debt or of any rights or remedies of the Agent or the Banks under any Subordination Agreement of any such other holder, all of which the Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective DateBanks hereby expressly reserve. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. Upon satisfaction of the following, the effective date of this Amendment shall be December 2, 2002 (the "EFFECTIVE DATE"). This Agreement Amendment shall become effective as of when, and only when: (a) the first date (the “Third Amendment Effective Date”) that Noteholder shall have received all of the following conditions precedent shall have been satisfied: 2.1 The Administrative Agent’s receipt of the followingdocuments, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each indicated) being dated the date hereof, in form and substance satisfactory to the Administrative AgentNoteholder: (ai) counterparts executed originals of each of this AgreementAmendment and the Consent of Guarantors, attached hereto; (ii) a duly executed Credit Agreement Amendment (as hereinafter defined) in form and substance acceptable to the Noteholder under which all conditions have been satisfied and that is in full force and effect; (iii) an executed allonge to the Note in the form of Exhibit A hereto, and otherwise acceptable to the Noteholder; (iv) a duly executed letter from General Electric Capital Corporation, in such number as requested form and substance acceptable to the Noteholder, confirming that the conditions set forth in the securitization agreement with the Company have been satisfied; (v) certified copies of the resolutions of the Board of Directors of the Company authorizing this Amendment and the transactions contemplated thereby; (vi) a certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers authorized to sign this Amendment on behalf of the Company and any other documents to be delivered by the Administrative AgentCompany hereunder; (vii) the opinions of counsel to the Company and the Guarantors containing such opinions and in form and substance acceptable to the Noteholder and its counsel; and (viii) such other documents, duly executed by instruments, approvals or opinions as the Borrower, the Guarantors, the Administrative Agent and Lenders constituting Required LendersNoteholder may reasonably request. (b) such certificates the Company shall have paid to the Noteholder an amendment fee equal to 0.25% of resolutions or other action, incumbency certificates and/or other certificates the outstanding principal amount of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;Notes. (c) a certificate of a Responsible Officer of the Borrower to Company shall have paid all costs and expenses (including legal fees) incurred by the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default;Noteholder. (d) a fully executed copy of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct herein shall be true on and as of the Third Amendment Effective Datedate hereof, and there shall exist on the date hereof no Event of Default or Default; except as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent Noteholder, there shall exist no material adverse change in the financial condition, business operation or prospects of the Company or its Subsidiaries since December 30, 2001; and the Lenders prior Company shall have delivered to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or Noteholder an Officer's Certificate to such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective Dateeffect. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This Agreement All provisions of this Fifth Amendment shall become be effective as of the first date (the “Third Amendment Effective Date”) that all of the following conditions precedent shall have been satisfied: 2.1 The Administrative Agent’s receipt of upon satisfaction of, or completion of, the following, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each in form and substance satisfactory to the Administrative Agent: (a) the Administrative Agent shall have received counterparts of this Agreement, in such number as requested Fifth Amendment executed by the Lenders and acknowledged by the Exiting Lender; (b) the Administrative AgentAgent shall have received counterparts of this Fifth Amendment executed by the Borrower and acknowledged by each Guarantor; (c) the representations and warranties set forth in Section 2 of this Fifth Amendment shall be true and correct; (d) the Administrative Agent shall have received a certified resolution of the Borrower authorizing the execution, duly delivery and performance of this Fifth Amendment, the New Revolving Loan Notes, the New Term Notes, and the related documents required to be executed and delivered pursuant to Schedule 6.18 to this Fifth Amendment, together with a Certificate of Incumbency; (e) the Administrative Agent shall have received a favorable opinion of counsel to the Borrower covering the matters set forth in Sections 2(c), (d) and (e) of this Fifth Amendment; (f) the Administrative Agent shall have received fully-executed New Revolving Loan Notes and New Term Notes; (g) the Administrative Agent shall have received for its benefit and for the benefit of each Lender and the Arranger the fees in immediately available funds as agreed upon by the Borrower, the GuarantorsArranger, the Administrative Agent and Lenders constituting Required the Lenders. (b) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (ch) a certificate of a Responsible Officer of the Borrower to the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default; (d) a fully executed copy of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendmentsince December 31, in each case dated as of (or prior to) the Third Amendment Effective Date2013, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other date. 2.3 There there shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, condition that has had or could reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect Effect; (excluding any event or circumstance resulting from i) the COVID-19 pandemic asset purchase set forth in the Asset Sale Agreement dated March 3, 2014 among Carriage Services of Louisiana, Inc. and Carriage Funeral Holdings, Inc., as buyers, and SCI Louisiana Funeral Services, Inc., S.E. Funeral Homes of Louisiana, LLC and S.E. Funeral Homes of Virginia, LLC, as sellers, shall have been consummated and such Acquisition shall meet the requirements of Section 7.02(d) of the Credit Agreement, as amended by this Fifth Amendment; (j) the Exiting Lender shall have received payment in full in immediately available funds all amounts due and owing to it under the extent such event or circumstance has been publicly disclosed by Credit Agreement and the Borrower other Loan Documents; and (k) the Administrative Agent shall have received, in its securities filings or disclosed in writing by the Borrower form and substance satisfactory to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent its counsel, such other documents, certificates and each Lender shall have received all documentation and other information that instruments as the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective Dateshall require. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.

Conditions of Effectiveness. This Agreement shall become effective as The effectiveness of this Amendment is subject to the first date (the “Third Amendment Effective Date”) that all of the following conditions precedent that: (a) The Agent shall have been satisfied: 2.1 The Administrative Agent’s receipt received counterparts of this Amendment duly executed by the followingBorrower, each of which the Lenders, each of the Incremental Lenders and the Agent. (b) The Agent shall be e-mails have received counterparts of the Consent and Reaffirmation substantially in the form attached as Exhibit A hereto duly executed by each Loan Party. (in a .pdf formatc) The Agent shall have received copies of each Loan Party’s Governing Documents, as amended, modified, or telecopies (in each case, followed promptly by originals supplemented prior to the extent set forth below or otherwise requested Amendment No. 2 Effective Date, certified by the Administrative AgentSecretary or other authorized officer of such Loan Party; provided, however, that such certificate may certify that the Governing Documents of such Loan Party have not changed since delivered to the Agent on the Closing Date or Amendment No. 1 Effective Date, as applicable. (d) unless otherwise specified and each The Agent shall have received a solvency certificate from the Chief Financial Officer of the Borrower, in form and substance satisfactory to the Administrative Agent:, certifying to solvency as required pursuant to the Credit Agreement, as amended by this Amendment. (ae) counterparts of this AgreementThe Agent shall have received a letter, in such number as requested form and substance satisfactory to the Agent, from the Revolving Agent respecting the amount necessary to repay in full all of the obligations of the Loan Parties owing under the Revolving Credit Agreement and obtain a release of all of the Liens existing in favor of the Revolving Agent in and to the assets of the Loan Parties, together with termination statements and other documentation evidencing the termination by the Administrative AgentRevolving Agent of its Liens in and to the properties and assets of the Loan Parties. (f) The Agent shall have received an opinion of the Loan Parties’ counsel in form and substance satisfactory to the Agent in each of the following jurisdictions: Delaware; New York; Pennsylvania; and Canada. (g) To the extent applicable, duly executed by the Agent shall have received a certificate of status with respect to the Borrower, the Guarantors, the Administrative Agent and Lenders constituting Required Lenders. dated within thirty (b30) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (c) a certificate of a Responsible Officer days of the Borrower to the effect that Amendment No. 2 Effective Date, such certificate shall (i) be issued by the conditions specified in Sections 2.2 and 2.3 have been satisfied appropriate officer of the Borrower’s jurisdiction of organization, and (ii) no event has occurred and indicate that the Borrower is continuing which constitutes a Default;in good standing in such jurisdiction. (dh) a fully executed copy of an amendment The Loan Parties shall have paid all Lender Group Expenses outstanding and/or incurred in connection with the transactions evidenced by this Amendment and requested by Agent to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement):be paid. (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties of the Loan Parties contained in Section 3 the Agreement or in each of the other Loan Document are true and correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment No. 2 Effective Date. 2.5 Any fees owed to any Lender (j) No default or Arranger required to be paid on or before event of default under the Third Amendment Effective Date Loan Documents shall have been paidoccurred or shall result from the making of Incremental Term Loan by the Incremental Lenders.

Conditions of Effectiveness. This Agreement First Amendment shall become effective as of the first date (such date being referred to as the “Third First Amendment Effective Date”) that all when, and only when, each of the following conditions precedent shall have been satisfied: 2.1 (a) The Administrative Agent’s receipt of Agent shall have received the following, each dated as of which shall be e-mails the First Amendment Effective Date (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified specified), and each in form and substance satisfactory to the Administrative Agent: (a) counterparts of this Agreement, in such number as requested by the Administrative Agent, duly executed by the Borrower, the Guarantors, the Administrative Agent and Lenders constituting Required Lenders. (b) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party copies as the Administrative Agent may require evidencing shall have requested: (i) Fully executed counterparts of this First Amendment from the identityBorrower, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement Lender, and the other Loan Documents to which such Loan Party is a party;Administrative Agent. (cii) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of a Responsible Officer good standing, each certified by the appropriate governmental officer in its jurisdictions of incorporation. (iii) Copies, certified by the Secretary or Assistant Secretary of the Borrower to the effect that Borrower, of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied execution of the First Amendment and (ii) no event has occurred and is continuing which constitutes a Default; (d) a fully executed copy of borrowings hereunder by the Borrower in an amendment aggregate amount up to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and$350,000,000. (iv) An incumbency certificate, executed by the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents Secretary or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as Assistant Secretary of the Third Amendment Effective DateBorrower, as though made on which shall identify by name and as title and bear the signatures of such date the Authorized Officers and any other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have been correct as officers of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by authorized to sign the Borrower to Loan Documents, upon which certificate the Administrative Agent and the Lenders prior shall be entitled to rely until informed of any change in writing by the Borrower. (v) A certificate, signed by the chief financial officer of the Borrower, stating that the conditions specified in Section 4.2(b) and (c) of the Credit Agreement have been satisfied. (vi) A written opinion of the Borrower’s counsel, addressed to the ThirdLenders substantially in the form delivered at the initial closing of the Credit Agreement. 2.4 (vii) Any Notes requested by a Lender pursuant to Section 2.11 of the Credit Agreement payable to the order of each such requesting Lender. (viii) Evidence satisfactory to the Administrative Agent of any required Governmental Approvals or consents regarding this First Amendment. (b) The Borrower shall have paid (i) to ▇▇▇▇▇ Fargo Securities, the Administrative Agent and each Lender shall have received BTMU, for their own respective accounts, on the First Amendment Effective Date, the fees required to be paid under the First Amendment Fee Letter, (ii) to the Administrative Agent, the initial payment of the annual administrative fee described in the Administrative Fee Letter, (iii) all documentation other fees and other information that reasonable expenses of the Arrangers, the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective Date. 2.5 Any fees owed to any Lender or Arranger Lenders required to be paid on or before prior to the Third First Amendment Effective Date shall have been paid(including reasonable fees and expenses of counsel to the Administrative Agent) in connection with this First Amendment and (iv) all accrued and unpaid fees and interest due under the Credit Agreement and owing as of the First Amendment Effective Date.

Conditions of Effectiveness. This Agreement 2.1 The amendments set forth in ARTICLE I shall become effective as of the first date (the “Third First Amendment Effective Date”) that all when, and only when, each of the following conditions precedent shall have been satisfied: 2.1 (a) The Administrative Agent’s receipt Agent shall have received each of the following, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each in form and substance satisfactory to the Administrative AgentAgent and each of the Lenders: (ai) counterparts An executed counterpart of this AgreementAmendment from each of the Borrower and each of the Lenders. (ii) Copies of the articles or certificate of incorporation of the Borrower, in such number as requested together with all amendments thereto, and a certificate of good standing, each certified by the Administrative Agentappropriate governmental officer in its jurisdiction of incorporation. (iii) Copies, duly certified by the Secretary or Assistant Secretary of the Borrower, of its bylaws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents. (iv) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the Guarantorssignatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents, upon which certificate the Administrative Agent and the Lenders constituting Required Lendersshall be entitled to rely until informed of any change in writing by the Borrower. (bv) such certificates of resolutions or other actionA certificate, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as signed by an Authorized Officer, stating that on the Administrative Agent may require evidencing First Amendment Effective Date the identity, authority representations and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (c) a certificate of a Responsible Officer warranties of the Borrower to the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default; (d) a fully executed copy of an amendment to the Intercreditor Agreement; (e) a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the Intercreditor Agreement): (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are Article III of this Amendment shall be true and correct on and as of the Third First Amendment Effective Date. (vi) A written opinion of the Borrower’s counsel, addressed to the Administrative Agent, the Lenders and the LC Issuers, dated as of the First Amendment Effective Date, in form and substance satisfactory to the Administrative Agent. (vii) Any Notes requested by a Lender pursuant to Section 2.12 of the Credit Agreement payable to the order of each such requesting Lender. (viii) Such other documents as though made on any Lender or its counsel may have reasonably requested. (b) The Administrative Agent and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties the Lenders shall have been correct as of such other date. 2.3 There shall not have occurred since December 31received, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect at least five (excluding any event or circumstance resulting from the COVID-19 pandemic 5) Business Days prior to the extent such event or circumstance has been publicly disclosed First Amendment Effective Date, all documentation and other information requested by the Borrower Administrative Agent or any Lender or required by regulatory authorities in its securities filings or disclosed in writing by the Borrower to order for the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under requirements of any Anti-Money Laundering Laws, including the PATRIOT Act and any applicable “know your customer” and anti-money laundering rules and regulations, including . (c) Unless the U.S. Patriot Act, and Borrower qualifies for an express exclusion from the “legal entity customer” definition under the Beneficial Ownership RegulationRegulations, the Borrower shall have delivered to the Administrative Agent, and directly to any Lender requesting the same, a Beneficial Ownership Certification in relation to it, in each case, to the extent requested case at least five (5) Business Days prior to the Third First Amendment Effective Date. 2.5 Any (d) The Borrower shall have paid to (i) ▇▇▇▇▇ Fargo Securities, LLC, the Administrative Agent and the Lenders any fees owed to any Lender or Arranger required under the ▇▇▇▇▇ Fargo Fee Letter (as defined below) to be paid to each of them, in the amounts due and payable on or before the Third First Amendment Effective Date shall have been paid.as required by the terms thereof, and (ii) JPMorgan Chase Bank,

Conditions of Effectiveness. This Agreement Amendment is subject to the provisions of Section 8.01 of the Credit Agreement. This Amendment shall become effective as of the first date (of the “Third origination of the HEI Default when the Administrative Agent shall have received counterparts of this Amendment Effective Date”) executed by the Borrower and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment and Sections 1, 2 and 3 hereof shall become effective as of such date when, and only when, on or before June 1, 1998 the Administrative Agent shall have additionally received all of the following conditions precedent shall have been satisfied: 2.1 The Administrative Agent’s receipt of the followingdocuments, each such document (unless otherwise specified) dated the date of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested receipt thereof by the Administrative Agent) Agent (unless otherwise specified specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Administrative Agent:Agent (unless otherwise specified): (a) counterparts Certified copies of (i) the resolutions of the Board of Directors of (A) the Borrower approving this AgreementAmendment and the matters contemplated hereby and thereby and (B) the Guarantor evidencing approval of the Guaranty and the matters contemplated hereby and thereby and (ii) all documents evidencing other necessary corporate action and governmental approvals, in such number as requested by the Administrative Agentif any, duly executed by the Borrowerwith respect to this Amendment, the Guarantors, Guaranty and the Administrative Agent matters contemplated hereby and Lenders constituting Required Lendersthereby. (b) such certificates A certificate of resolutions the Secretary or an Assistant Secretary of the Borrower and the Representative Director or a duly authorized officer of the Guarantor certifying the names and true signatures of the officers of the Borrower and the Guarantor authorized to sign this Amendment and the Guaranty, respectively, and the other documents to be delivered hereunder and thereunder. (c) Counterparts of the Guaranty in the form attached as Exhibit A hereto, executed by the Guarantor. (d) Favorable opinions of Bae, ▇▇▇ & ▇ee, ▇▇unsel for the Guarantor, or other actionKorean counsel to the Guarantor acceptable to the Administrative Agent, incumbency certificates and/or and the Corporate Counsel of the Guarantor, in substantially the form of Exhibits B and C hereto and as to such other certificates of Responsible Officers of each Loan Party matters as any Lender through the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (c) a certificate of a Responsible Officer of the Borrower to the effect that (i) the conditions specified in Sections 2.2 and 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a Default; (d) a fully executed copy of an amendment to the Intercreditor Agreement;reasonably request, (e) A certificate signed by a fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each duly authorized officer of the following (each as defined in the Intercreditor Agreement):Borrower stating that: (i) the Regions Term Loan Agreement; (ii) the Huntington Term Loan Agreement; (iii) the PNC Term Loan Agreement; and (iv) the Prudential Note Agreement; and (f) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 5 below are correct on and as of the Third Amendment Effective Date, date of such certificate as though made on and as of such date other than any such representations or warranties thatdate; and (ii) After giving effect to this Amendment, by their terms, refer to another date, in which case such representations no event has occurred and warranties shall have been correct as of such other dateis continuing that constitutes a Default. 2.3 There shall not have occurred since December 31, 2017, any event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Third 2.4 The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and the Beneficial Ownership Regulation, in each case, to the extent requested at least five Business Days prior to the Third Amendment Effective Date. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before the Third Amendment Effective Date shall have been paid.