Common use of Conditions of Effectiveness Clause in Contracts

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that: (a) the Administrative Agent shall have received counterpart signature pages of this Amendment duly executed by the Borrowers, each of the Lenders required pursuant to Section 12.07 of the Credit Agreement, the Swingline Lender, each Issuing Bank and the Administrative Agent; (b) the Administrative Agent shall have received counterparts of the Consent and Reaffirmation attached as Exhibit A hereto duly executed by the Guarantors (the “Consent and Reaffirmation”); (c) the Administrative Agent shall have received (i) counterparts of the Joinder Agreement attached as Exhibit B hereto duly executed by the existing Borrowers, GGP Cumulus, GGP Nimbus and the Administrative Agent (the “Joinder”) and (ii) a joinder 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 Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, 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 the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the 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 extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness of this Amendment; and (f) the Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced prior to the 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 and the other Loan Documents.

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 effectiveness Administrative Agent’s receipt of this Amendment is subject the following, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the conditions precedent thatextent 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 shall have received counterpart signature pages of this Amendment Agent, duly executed by the Borrowers, each of the Lenders required pursuant to Section 12.07 of the Credit AgreementBorrower, the Swingline LenderGuarantors, each Issuing Bank and the Administrative Agent;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 shall have received counterparts 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 Consent and Reaffirmation attached as Exhibit A hereto duly executed by the Guarantors (the “Consent and Reaffirmation”)other Loan Documents to which such Loan Party is a party; (c) a certificate of a Responsible Officer of the Administrative Agent shall have received Borrower to the effect that (i) counterparts of the Joinder Agreement attached as Exhibit B hereto duly executed by the existing Borrowers, GGP Cumulus, GGP Nimbus conditions specified in Sections 2.2 and the Administrative Agent (the “Joinder”) 2.3 have been satisfied and (ii) no event has occurred and is continuing which constitutes a joinder to the Guaranty in the form attached thereto duly executed by GGP LLC (the “Guaranty Joinder”)Default; (d) a fully executed copy of an amendment to the Administrative Agent shall have received the instruments, certificates and documents set forth in Sections 5.01(vIntercreditor Agreement; (e) through (x) and (xvii) a fully executed copy of the Credit Agreement in respect of GGP Cumulus and GGP Nimbus, each in its capacity as a Borrower, and in respect of GGP LLC, in its capacity as a Guarantoran amendment, in each case dated as of (or prior to) the date Third Amendment Effective Date, to each of this Amendment, all the following (each as defined in form and substance reasonably acceptable to the Administrative AgentIntercreditor Agreement): (i) the Regions Term Loan Agreement; (e) to the extent any Note shall have been issued to any Lender on or prior to the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the 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 extent such Notes have not been returned as described in clause Huntington Term Loan Agreement; (i), no such replacement Notes shall constitute a condition to iii) the effectiveness of this AmendmentPNC 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 payment and/or reimbursement of all documentation and other information that the Administrative Agent’s Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and its affiliates actual reasonable anti-money laundering rules and documented out-of-pocket costs regulations, including the U.S. Patriot Act, and expenses (includingthe Beneficial Ownership Regulation, in each case, to the extent invoiced requested at least five Business Days prior to the date of this Amendment, Third Amendment Effective Date. 2.5 Any fees owed to any Lender or Arranger required to be paid on or before 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 Third Amendment and the other Loan DocumentsEffective Date shall have been paid.

Conditions of Effectiveness. The effectiveness of the amendment and restatement of the Existing Credit Agreement pursuant to Section 1 of this Amendment is Agreement shall be subject to the satisfaction of the following conditions precedent thatprecedent: (a) The Administrative Agent (or its counsel) shall have received (i) from each of the Borrowers, the Required Lenders under the Existing Credit Agreement and the U.S. Term Lenders 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) the Consent and Reaffirmation attached hereto duly executed by the Subsidiary Guarantors. (b) The Administrative Agent shall have received counterpart signature pages of this Amendment duly executed by a favorable written opinions (addressed to the Borrowers, each of Administrative Agent and the Lenders required pursuant and dated the Effective Date) of K&L Gates LLP, U.S. counsel to Section 12.07 of the Credit AgreementLoan Parties, K&L Gates LLP, U.K. counsel to the Loan Parties, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, internal counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent and covering such matters relating to the Loan Parties, the Swingline LenderLoan Documents, each Issuing Bank this Agreement and the transactions contemplated hereby as the Administrative Agent;Agent shall reasonably request. The Company hereby requests such counsels to deliver such opinions. (bc) the The Administrative Agent shall have received counterparts of such documents and certificates as the Consent Administrative Agent or its counsel may reasonably request, all in form and Reaffirmation attached as Exhibit A hereto duly executed by substance reasonably satisfactory to the Guarantors (the “Consent Administrative Agent and Reaffirmation”);its counsel. (cd) the The Administrative Agent shall have received (i) counterparts of the Joinder Agreement attached as Exhibit B hereto duly executed by the existing Borrowers, GGP Cumulus, GGP Nimbus all fees and the Administrative Agent (the “Joinder”) other amounts due and (ii) a joinder 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 Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, 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 payable on or prior to the date of this AmendmentRestatement Effective Date, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); providedincluding, however, that (i) such replacement Notes shall not be required unless and until such time as the 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 extent such Notes have not been returned as described in clause (i)invoiced, no such replacement Notes shall constitute a condition to the effectiveness reimbursement or payment of this Amendment; and (f) the Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates actual reasonable and documented all out-of-pocket costs expenses required to be reimbursed or paid by the Borrowers under the Loan Documents and expenses (includingii) all accrued and unpaid interest under the Existing Credit Agreement and all accrued and unpaid fees under Sections 2.12(a) and 2.12(b) of the Existing Credit Agreement. If any LC Disbursements are outstanding as of the Restatement Effective Date, to such LC Disbursements shall be repaid, together with any interest accrued thereon. The Administrative Agent shall notify the extent invoiced prior to the 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 Borrowers and the LendersLenders of the Restatement Effective Date, taken as a whole (and, if necessary, one local counsel in any relevant material jurisdiction to and such Persons, taken as a whole)) in connection with this Amendment notice shall be conclusive and the other Loan Documentsbinding.

Conditions of Effectiveness. This Amendment shall become --------------------------- effective as of the date first above written (the "EFFECTIVE DATE") when, and only when, the following conditions precedent have been satisfied: (a) The effectiveness Agent shall have received on or before the Effective Date, in form and substance satisfactory to the Agent and in sufficient copies for each Lender Party: (i) counterparts of this Amendment executed by the Borrower and the Required Lenders and each Revolving Credit Lender or, as to any of the Lenders, advice satisfactory to the Agent that such Lender has executed this Amendment; (ii) the consent attached hereto executed by each Guarantor (the "CONSENT"); (iii) certified copies of (i) the 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 Party 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 (v) 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 representations and warranties contained in Section 4.01 of the Credit Agreement are correct on and as of the Effective Date; and (ii) no Default exists under the Credit Agreement. (d) The Borrower shall have 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 Lender. (e) The Borrower shall have paid all costs and expenses required under Section 5 hereof. This Amendment is subject to the conditions precedent that: (a) the Administrative Agent shall have received counterpart signature pages provisions of this Amendment duly executed by the Borrowers, each of the Lenders required pursuant to Section 12.07 8.01 of the Credit Agreement, the Swingline Lender, each Issuing Bank and the Administrative Agent; (b) the Administrative Agent shall have received counterparts of the Consent and Reaffirmation attached as Exhibit A hereto duly executed by the Guarantors (the “Consent and Reaffirmation”); (c) the Administrative Agent shall have received (i) counterparts of the Joinder Agreement attached as Exhibit B hereto duly executed by the existing Borrowers, GGP Cumulus, GGP Nimbus and the Administrative Agent (the “Joinder”) and (ii) a joinder 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 Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, 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 the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the 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 extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness of this Amendment; and (f) the Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced prior to the 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 and the other Loan Documents.

Conditions of Effectiveness. The effectiveness This First Amendment shall be effective as of this Amendment is the date first above written, subject to the conditions precedent thatfollowing: (a) the The Administrative Agent Lender shall have received counterpart signature pages counterparts of this First Amendment duly executed by the Borrowers, each of the Lenders required pursuant to Section 12.07 of the Credit Agreement, the Swingline Lender, each Issuing Bank and the Administrative Agent; (b) the The Administrative Agent Lender shall have received counterparts of the Consent and Reaffirmation attached as Exhibit A hereto duly this First Amendment executed by the Guarantors (the “Consent Borrower and Reaffirmation”)by each Guarantor; (c) the The Administrative Agent Lender shall have received (i) counterparts of the Joinder Agreement attached as Exhibit B hereto duly a Subsidiary Guaranty executed by the existing Borrowers, GGP Cumulus, GGP Nimbus and the Administrative Agent (the “Joinder”) and (ii) a joinder to the Guaranty in the form attached thereto duly executed by GGP LLC (the “Guaranty Joinder”)Dataflex; (d) The Borrower shall have pledged to the Administrative Agent shall have received Lender, for the instruments, certificates and documents set forth in Sections 5.01(v) through (x) and (xvii) benefit of the Credit Agreement in respect of GGP Cumulus and GGP NimbusLenders, each in its capacity as a Borroweradditional security for the Obligations, and in respect of GGP LLC, in its capacity as a Guarantor, in each case dated as all of the date issued and outstanding capital stock and other indicia of this Amendmentownership, all in form and substance reasonably whether now existing or hereafter arising, of the Acquisition Subsidiary, pursuant to documentation acceptable to the Administrative AgentLender; (e) to the extent any Note The Administrative Lender shall have been issued to any Lender on or prior to received the date of this AmendmentReplacement Notes, replacement Notes executed by the Borrowers Borrower; (including GGP Cumulus f) The Administrative Lender shall have received indorsement(s), in form and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the relevant Lender has returned its original Note substance acceptable to the Administrative Agent (or its counsel) for concurrent cancellation 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 issuance 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 Note Replacement Facility B Notes; (and g) Prior to the Partnership consummation of the transactions contemplated by the Dataflex Acquisition Documents, the Administrative Lender shall have received confirmation thereof) such corporate resolutions, opinions, certificates and (ii) other information, documents and papers as the Administrative Lender shall have reasonably requested, in each case, executed by all necessary or appropriate parties and in form and substance acceptable to the extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness of this AmendmentAdministrative Lender; and (fh) The transactions contemplated by the Administrative Agent Dataflex Acquisition Documents shall have received payment and/or reimbursement been consummated in accordance with the terms and provisions of the Dataflex Acquisition Documents, to the reasonable satisfaction of the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced prior to the 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 and the other Loan DocumentsLender.

Conditions of Effectiveness. The effectiveness of this This Amendment (including, without limitation, the amendments set forth in Section 1 hereof) is subject to the satisfaction (or waiver) of the following conditions precedent that:(the date of satisfaction of such conditions being referred to herein as the “Second Amendment Effective Date”): (a) the Administrative Agent shall have received counterpart signature pages counterparts of this Amendment duly executed by (i) each Loan Party, (ii) the Borrowers, each of the Consenting Revolving Lenders required pursuant to Section 12.07 of the Credit Agreement, the Swingline Lender, each Issuing Bank and (iii) the Administrative Agent; (b) the Administrative Agent (or its counsel) shall have received counterparts of a legal opinion from H▇▇▇▇▇▇▇ LLP, counsel to the Consent Loan Parties, in form and Reaffirmation attached as Exhibit A hereto duly executed by substance reasonably satisfactory to the Guarantors (the “Consent and Reaffirmation”)Consenting Revolving Lenders; (c) the Administrative Agent shall have received (i) counterparts certificates of good standing from the secretary of state of the Joinder Agreement attached as Exhibit B hereto duly executed by the existing Borrowers, GGP Cumulus, GGP Nimbus and the Administrative Agent state of organization of each Loan Party (the “Joinder”) and (ii) a joinder 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 Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, 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 the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the 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 extent such Notes have not been returned as described concept exists in clause (isuch jurisdiction), no such replacement Notes shall constitute a condition to the effectiveness customary certificates of this Amendment; and (f) the Administrative Agent shall have received payment and/or reimbursement resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the Administrative Agent’s Organizational Documents attached thereto and its affiliates actual reasonable evidencing the identity, authority and documented out-of-pocket costs and expenses (including, capacity of each Responsible Officer thereof authorized to the extent invoiced prior to the 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 act as a whole (and, if necessary, one local counsel in any relevant material jurisdiction to such Persons, taken as a whole)) Responsible Officer in connection with this Amendment and the other Loan DocumentsDocuments to which such Loan Party is a party or is to be a party on the Second Amendment Effective Date; (d) 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 certifying that the conditions set forth in Section 2(f) and Section 2(g) hereof have been satisfied.

Conditions of Effectiveness. The effectiveness (a) Section 2 of this Amendment is subject to the conditions precedent that: (a) the Administrative Agent shall have received counterpart signature pages of this Amendment duly executed by the Borrowers, each become effective as of the Lenders required pursuant to Section 12.07 of the Credit Agreementdate first above written when, and only when, the Swingline Lender, each Issuing Bank and the Administrative Agent; (b) the Administrative Agent shall have received counterparts of the Consent and Reaffirmation attached as Exhibit A hereto duly this Amendment executed by the Guarantors (Borrower and the “Consent Majority Lenders or, as to any of the Lenders, advice satisfactory to the Agent that such Lender has executed this Amendment and Reaffirmation”);the consent attached hereto executed by each Guarantor, (cb) Sections 1 and 4 of this Amendment shall become effective as of the Administrative Agent shall have received date first above written, after the satisfaction of the condition set forth in Section 5(a) above, when and only when (i) counterparts of the Joinder Agreement attached as Exhibit B hereto duly executed by Borrower shall have issued the existing Borrowers, GGP Cumulus, GGP Nimbus and the Administrative Agent Subordinated Notes (the “Joinder”2000) and (ii) a joinder to the Guaranty in the form attached thereto duly executed by GGP LLC (the “Guaranty Joinder”); (d) the Administrative Agent Borrower shall have received the instruments, certificates and documents set forth in Sections 5.01(v) through paid (x) all accrued fees and (xvii) expenses of the Credit Agreement in respect Lead Arranger (including reasonable fees and expenses of GGP Cumulus and GGP Nimbus, each in its capacity as a Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, in each case dated as of the date of this Amendment, all in form and substance reasonably acceptable counsel to the Administrative Agent; (e) to the extent any Note shall have been issued to any Lender on or prior to the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the 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 thereofLead Arranger) and (iiy) an amendment fee equal to 0.125% of the extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition aggregate Commitments of the Lenders that consent to the effectiveness of this Amendment; and. (fc) Section 3 of this Amendment shall become effective, after the Administrative 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 payment and/or reimbursement the following: (i) counterparts of this Amendment executed by Term A Lenders indicating their consent to renew or extend at least $50,000,000 of the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced prior to Term 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 AmendmentAgreement, (B) Term A Notes duly executed by the actual reasonable Borrower payable to each Term A Lender in a principal amount equal to such Lender's Term A Commitment and documented out-of-pocket fees and expenses (C) an opinion of one Wins▇▇▇▇ ▇▇▇h▇▇▇▇ & ▇ini▇▇ ▇.▇., counsel for the Administrative AgentBorrower, in form and substance satisfactory to the Issuing Banks and Lead Arranger, (iii) written notice from the LendersBorrower of the Term A Reset Date, taken as and (iv) payment of a whole (and, if necessary, one local counsel in any relevant material jurisdiction commitment fee equal to such Persons, taken as a whole)) in connection with this 0.375% of the aggregate Term A Commitments of the Term A Lenders that agree to extend their Term A Commitments. This Amendment and is subject to the other Loan Documentsprovisions of Section 9.1 of the Existing Credit Agreement.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that: (a) the Administrative Agent This Amendment shall have received counterpart signature pages of this Amendment duly executed by the Borrowers, each become effective as of the Lenders required pursuant to Section 12.07 of the Credit Agreementdate first above written when, the Swingline Lenderand only when, each Issuing Bank and the Administrative Agent; (b) the Administrative Agent shall have received counterparts of the Consent and Reaffirmation attached as Exhibit A hereto duly executed by the Guarantors (the “Consent and Reaffirmation”); (c) the Administrative Agent shall have received (ix) counterparts of the Joinder Agreement attached as Exhibit B hereto duly this Amendment executed by the existing BorrowersBorrower, GGP Cumulusthe Required Lenders and each Affected Lender, GGP Nimbus 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 Affected Lenders may consent to in writing), the following conditions shall not have been satisfied: (1) The Administrative Agent shall not have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Administrative Agent (the “Joinder”unless otherwise specified) and (ii) a joinder to the Guaranty in the form attached thereto duly executed by GGP LLC (the “Guaranty Joinder”); (d) the Administrative Agent shall have received the instrumentssufficient copies for each Lender, 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 Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, 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 the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the relevant Lender has returned its original Note satisfactory 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 extent such Notes have not been returned as described in clause unless otherwise specified): (i), no such replacement Notes shall constitute a condition to the effectiveness ) Certified copies of this Amendment; and (fx) the Administrative Agent shall have received payment and/or reimbursement resolutions of the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses Board of Directors of (including, to A) the extent invoiced prior to the date of Borrower approving this Amendment, the actual reasonable Collateral Documents, amendments or supplements thereto contemplated hereby and documented out-of-pocket fees the matters contemplated hereby and expenses thereby and (B) each other Loan Party evidencing approval of one counsel for 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 form satisfactory to the Administrative Agent, executed by each of the Issuing Banks and Loan Parties (other than the LendersBorrower); (iv) A favorable opinion of Drinker, taken ▇▇▇▇▇▇ & ▇▇▇▇▇, counsel for the Loan Parties, as a whole (and, if necessary, one local counsel in any relevant material jurisdiction to such Persons, taken matters as the Administrative Agent may reasonably request; (v) A certificate signed by a whole)) in connection with this Amendment and duly authorized officer of the other Loan Documents.Borrower stating that:

Conditions of Effectiveness. The effectiveness This Amendment shall become effective as of this the first date (such date being referred to as the “Amendment No. 2 Effective Date”, which date is subject to April 4, 2014) when each of the following conditions precedent thatshall have been satisfied: (a) the The Administrative Agent shall have received counterpart signature pages of this Amendment Amendment, duly executed and delivered by (A) the BorrowersBorrower, each of (B) Holdings, (C) the Lenders required pursuant to Section 12.07 of MLP, (D) the Credit AgreementCashless Option Lenders, (E) the Swingline Additional Term B-3 Lender, each Issuing Bank (F) Consenting Lenders constituting the Required Lenders and (G) the Administrative Agent;. (b) the The Administrative Agent shall have received counterparts a Notice of Borrowing in accordance with the requirements of the Consent and Reaffirmation attached as Exhibit A hereto duly executed by the Guarantors (the “Consent and Reaffirmation”);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. (d) The Administrative Agent shall have received such (ix) counterparts certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the Joinder Agreement attached state of organization of each Credit Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Credit Party as Exhibit B hereto duly executed by the existing Borrowers, GGP Cumulus, GGP Nimbus and the Administrative Agent (may reasonably require evidencing the “Joinder”) identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and (iiy) a joinder to certificate, dated as of the Guaranty in Amendment No. 2 Effective Date, signed by a Responsible Officer of the form attached thereto duly executed by GGP LLC (Borrower, confirming satisfaction of the “Guaranty Joinder”); (d) the Administrative Agent shall have received the instruments, certificates and documents conditions set forth in Sections 5.01(v4(f) through and (g). (e) Payment of all reasonable fees and 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 (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 (xviiy) 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 respect of GGP Cumulus and GGP Nimbus, each in its capacity as a Borrower, all material respects (and in respect of GGP LLC, in its capacity as a Guarantor, in each case dated all respects if any such representation or warranty is already qualified by materiality) on and as of the date of this AmendmentAmendment No. 2 Effective Date, all in form and substance reasonably acceptable to the Administrative Agent; (e) except to the extent 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 Note such representation or warranty is already qualified by materiality) as of such earlier date. (g) No Default or Event of Default shall have been issued to any Lender on exist, or prior to would result from the date effectiveness of this Amendment, replacement Notes executed by Amendment or from the Borrowers application of the proceeds thereof. (including GGP Cumulus and GGP Nimbus); provided, however, that (ih) such replacement Notes shall not be required unless and until such time as the relevant Lender has returned its original Note to the 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 extent a Note executed by Borrower for each Lender that requests such Notes have not been returned as described a Note reasonably in clause (i), no such replacement Notes shall constitute a condition to the effectiveness of this Amendment; and (f) the Administrative Agent shall have received payment and/or reimbursement advance of the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced prior to the 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 and the other Loan Documents.No. 2

Conditions of Effectiveness. The effectiveness All provisions of this Sixth Amendment is subject to shall be effective upon satisfaction of, or completion of, the conditions precedent thatfollowing: (a) the Administrative Agent shall have received counterpart signature pages of this Amendment duly executed by evidence satisfactory to it that the Borrowers, each Borrower shall have received no less than $150,000,000 in Net Cash Proceeds from the issuance of the Lenders 2017 Senior Convertible Notes (after taking into account the 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 12.07 2.05(a)(ii) of the Credit Agreement, the Swingline Lender, each Issuing Bank and the Administrative Agent; (b) the Administrative Agent shall have received counterparts of the Consent and Reaffirmation attached as Exhibit A hereto duly this Sixth Amendment executed by Lenders comprising the Guarantors (the “Consent and Reaffirmation”)Required Lenders; (c) the Administrative Agent shall have received (i) counterparts of the Joinder Agreement attached as Exhibit B hereto duly this Sixth Amendment executed by the existing Borrowers, GGP Cumulus, GGP Nimbus Borrower and the Administrative Agent (the “Joinder”) and (ii) a joinder to the Guaranty in the form attached thereto duly executed acknowledged by GGP LLC (the “Guaranty Joinder”)each Guarantor; (d) the representations and warranties set forth in Section 2 of this Sixth Amendment shall be true and correct; (e) the Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent and its counsel, such other documents, certificates and instruments as the Administrative Agent shall require; (f) all fees and expenses of ▇▇▇▇▇▇▇▇ PC, counsel to the Administrative Agent, shall have been paid in immediately available funds; and (g) the Administrative Agent shall have received in immediately available funds for the instruments, certificates and documents set forth in Sections 5.01(vaccount of each Lender executing this Sixth Amendment an amount equal to the product of (a) through (x) 0.10% and (xviib) the sum of the Credit Agreement in respect of GGP Cumulus and GGP Nimbus, each in its capacity as a Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, 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 the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the relevant Lender has returned its original Note amount of each Lender’s Revolving Commitment after giving effect 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 reduction thereof pursuant to this Sixth Amendment plus (ii) to the extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness of this Amendment; and (f) the Administrative Agent shall have received payment and/or reimbursement outstanding principal amount of the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses (including, Term Loan owed to each Lender after giving effect to any prepayment of the extent invoiced prior to Term Loans with the date proceeds 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 2017 Senior Convertible Notes referenced in any relevant material jurisdiction to such Persons, taken as a whole)Section 3(a) in connection with this Amendment and the other Loan Documentsabove.

Conditions of Effectiveness. The effectiveness obligations of this 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 “First Amendment is subject to Effective Date”) on which the applicable conditions precedent that:set forth below shall have been satisfied (or waived by the 2021 Incremental Term Lenders or the Required Lenders, as applicable): (a) the Administrative Agent shall have received counterpart signature pages of this Amendment duly executed by the Borrowers, each of the Lenders required pursuant to Section 12.07 of the Credit Agreement, the Swingline Lender, each Issuing Bank and the Administrative Agent; (b) the The Administrative Agent shall have received counterparts of (i) this Amendment executed by the Borrower, the Administrative Agent and (x) in the case of the Incremental Amendments, the 2021 Incremental Term Lenders and (y) in the case of the Required Lender Amendments, the Required Lenders (after giving effect to the 2021 Incremental Term Loans), and (ii) the Guarantor Consent and Reaffirmation attached as Exhibit A hereto duly executed by the Guarantors (the “Consent and ReaffirmationGuarantor 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 or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the 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 Amendment and the Guarantor Consent; (d) The Administrative Agent shall have received a certificate of a Responsible Officer certifying that (i) counterparts the conditions in clauses (f) and (g) of the Joinder Agreement attached as Exhibit B hereto duly executed by the existing Borrowersthis Section 5 have been satisfied, GGP Cumulus, GGP Nimbus and the Administrative Agent (the “Joinder”) and (ii) the First Lien Net Leverage Ratio for the Test Period most recently ended, calculated on a joinder pro forma basis in accordance with Section 2.14 of the Credit Agreement (including, for the avoidance of doubt, giving effect to the Guaranty in second proviso at the form attached thereto duly executed by GGP LLC (end of Section 2.14(4) of the “Guaranty Joinder”)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; (de) the The Administrative Agent shall have received a solvency certificate from a Financial Officer of Holdings (after giving effect to the instrumentsTransactions) based on and consistent with the form attached to the Credit Agreement as Exhibit I; (f) The representations and warranties of the Borrower contained in Section 6, certificates and documents set forth in Sections 5.01(v) through (x) and (xvii) Article V of the Credit Agreement or any other Loan Document shall be true and correct in respect of GGP Cumulus all material respects on and GGP Nimbus, each in its capacity as a Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, in each case dated as of the date hereof after giving effect to the Transactions; 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) Immediately after giving effect to this Amendment, all in form and substance reasonably acceptable no Event of Default shall exist after giving effect to the Administrative Agentmaking of the 2021 Incremental Term Loans; (eh) to the extent any Note shall have been issued to any Lender on or prior to the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the 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 extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness of this Amendment; and (f) the The Administrative Agent shall have received payment and/or reimbursement of a Committed Loan Notice no later than 1:00 p.m., New York time, one (1) Business Day prior to the Administrative Agent’s and its affiliates actual First Amendment Effective Date; (i) The Borrower shall have paid all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the Attorney Costs of the Administrative Agent to the extent invoiced prior to provided for in Section 10.04 of the 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)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 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 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 First Amendment Effective Date all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations (including the USA PATRIOT Act) that has been reasonably requested in writing 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 relation to the Borrower to the extent requested by such Person in writing at least five (5) Business Days prior to the First Amendment Effective Date; (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 the First Amendment Effective Date to, but not including, the First Amendment Effective Date, shall have been paid 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 DocumentsParty, 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. The effectiveness amendment and restatement of the Original IFC Loan Agreement set forth in this Amendment is subject Agreement shall become effective only upon the fulfillment of the following conditions (and prior to the conditions precedent that:fulfillment thereof, the Original IFC Loan Agreement as in existence prior to the amendment and restatement contemplated hereby shall remain in full force and effect): (a) the Administrative Agent shall have received counterpart signature pages of this Amendment duly executed by the Borrowersfollowing 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 case may be, remain) unconditional and fully effective in accordance with their respective terms (except for this Agreement or any one of such documents having Amended and Restated Loan Agreement become unconditional and fully effective, if that is a condition of any of such documents, it being the intention of the Lenders required pursuant parties that all of such documents shall become effective simultaneously), and IFC has received a copy of each of those agreements to Section 12.07 which it is not a party: (i) the Financial Support Agreement; (ii) the FMO Loan Agreement; (iii) the Sponsor Guarantee Agreement; and (iv) an amendment to the Put Option Agreement, providing for the extension of the Credit Agreementput period thereunder to December 31, the Swingline Lender, each Issuing Bank and the Administrative Agent2012; (b) IFC has received from the Administrative Agent shall have received counterparts Borrower a prepayment of the Consent A Loan in the amount of two hundred nineteen thousand one hundred sixty three and Reaffirmation attached as Exhibit A hereto duly executed by the Guarantors 64/100th Dollars (the “Consent and Reaffirmation”$219,163.64); (c) IFC has received from the Administrative Agent shall have received (i) counterparts Borrower a prepayment of the Joinder Agreement attached as Exhibit B hereto duly executed by the existing Borrowers, GGP Cumulus, GGP Nimbus and the Administrative Agent (the “Joinder”) and (ii) a joinder to the Guaranty Loan in the form attached thereto duly executed by GGP LLC amount of two hundred eight thousand seven hundred twenty-seven and 27/100th Dollars (the “Guaranty Joinder”$208,727.27); (d) IFC has received a legal opinion from the Administrative Agent shall have received the instrumentsBorrower's counsel in Mexico, 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 Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, in each case dated as of the date of this Amendment, all in form and substance reasonably acceptable satisfactory to IFC, with regard to Mexican tax law as it relates to (i) the Administrative AgentMerger 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 extent any Note shall have been issued New York law aspects of this Agreement and the other Transaction Documents referred to any Lender on or prior 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 date 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 Amendment, replacement Notes executed by Agreement and the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that transactions contemplated hereby; (i) such replacement Notes shall not be required unless IFC has received the reimbursement of all invoiced fees and until such time 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 Lender has returned its original Note to deficiency loan on the Administrative Agent later of (or its counseli) for concurrent cancellation with the issuance repayment in full of such replacement Note (both the FMO Loan and the Partnership shall have received confirmation thereof) IFC Loan and (ii) to the extent such Notes have not been returned as described (in clause (i)equal installments) on March 15, no such replacement Notes shall constitute a condition to the effectiveness of this Amendment2013 and September 15, 2013; and (fk) the Administrative Agent shall Borrower and the Project Company have received payment and/or reimbursement certified to IFC, in the form of Schedule 2, that the representations and warranties made in Article IV hereof are true and correct in all material respects as of the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses (including, to date upon which all of the extent invoiced prior to the 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 and the other Loan Documentsforegoing conditions have been satisfied.

Conditions of Effectiveness. The effectiveness This Amendment shall become effective on the date hereof (the “Amendment No. 4 Effective Date”) upon the satisfaction of this Amendment is subject to the following conditions precedent thatprecedent: (a) the Administrative Agent shall have received counterpart signature pages of this Amendment duly executed by the Borrowers, each of the Lenders required pursuant to Section 12.07 of the Credit Agreement, the Swingline Lender, each Issuing Bank and the Administrative Agent; (b) the The Administrative Agent shall have received counterparts of the Consent and Reaffirmation attached as Exhibit A hereto to this Amendment, duly executed by each of the Guarantors Borrower, the Extending Lenders, the Administrative Agent, the Issuing Bank and the Swingline Lender; (b) The Administrative Agent shall have received favorable written opinions (addressed to the “Consent Administrative Agent and Reaffirmation”)the Lenders and dated the Amendment No. 4 Effective Date) of (i) Sidley Austin LLP, counsel for the Loan Parties, and (ii) in-house legal counsel for the Loan Parties, in each case, covering such matters relating to the Loan Parties and this Amendment as the Administrative Agent shall reasonably request; (c) the The Administrative Agent shall have received certificates of the secretary or an assistant secretary of each Loan Party (or, if any Loan Party does not have a secretary or assistant secretary, any other Person duly authorized to execute such a certificate on behalf of such Loan Party), certifying as to (i) counterparts specimen signatures of the Joinder Agreement attached as Exhibit B hereto duly executed by the existing Borrowerspersons authorized to execute Loan Documents to which such Loan Party is a party, GGP Cumulus, GGP Nimbus and the Administrative Agent (the “Joinder”) and (ii) copies of resolutions of the board of directors or other appropriate governing body of such Loan Party authorizing the execution and delivery of this Amendment and (iii) copies of such Loan Party’s constituent organizational documents or a joinder to statement that such constituent organizational documents have not changed since the Guaranty time each Loan Party last provided a certification in the form attached thereto duly executed by GGP LLC (the “Guaranty Joinder”)respect thereof; (d) the The Administrative Agent shall have received received, for each Loan Party (other than Western Cement Company of California), a certificate of good standing (or the instruments, certificates and documents set forth in Sections 5.01(vequivalent) through from the appropriate governing agency of such Loan Party’s jurisdiction of organization (x) and (xvii) of the Credit Agreement in respect of GGP Cumulus and GGP Nimbus, each in its capacity as a Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, in each case dated as of the date of this Amendment, all in form and substance reasonably acceptable to the Administrative Agentextent the concept of good standing is applicable in such jurisdiction); (e) The Administrative Agent shall have received, at least three Business Days prior to the Amendment No. 4 Effective Date, all documentation and other information regarding the Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent any Note shall have been issued to any Lender on or requested in writing of the Borrower at least 10 Business Days prior to the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the 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 extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness of this AmendmentAmendment No. 4 Effective Date; and (f) the The Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates actual affiliates’ fees and reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced prior to the date of this Amendment, the actual including 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 and the any other Loan DocumentsDocument, and for which invoices have been presented at least one (1) Business Day prior to the Amendment No. 4 Effective Date, in each case, to the extent payment is required by Section 9.03(a) of the Credit Agreement.

Conditions of Effectiveness. The effectiveness This Amendment and the amendment and restatement of this Amendment is subject 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 “Restatement Effective Date”) when each of the following conditions precedent thatshall have been satisfied: (a) the The Administrative Agent shall have received counterpart signature pages of this Amendment Amendment, duly executed and delivered by (A) the Loan Parties and (B) the Majority Lenders, (C) each Revolving Credit Lender and (D) the Administrative Agent. (b) The Administrative Agent shall have received, on behalf of itself, the other Agents, the Lenders and each Issuing Bank, an opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel for the Loan Parties, and (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Street LLP, Kansas counsel for the Borrowers, in each of case, dated the Lenders required pursuant Restatement Effective Date and addressed to Section 12.07 of the Credit AgreementAgents, the Swingline Lender, each Issuing Bank and the Lenders, in each case in form and substance satisfactory to the Administrative Agent;. (bc) Payment of all reasonable fees and expenses due to the Administrative Agent (as agreed to in writing between the Administrative Agent and the Parent Borrower) (including, without limitation, fees and reasonable out-of-pocket expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Administrative Agent), in each case required to be paid on the Restatement Effective Date. (d) The Administrative Agent shall have received counterparts for the account of each Lender executing and delivering a Consent, a consent fee in an amount equal to 0.25% multiplied by such Lender’s aggregate principal amount of, without duplication, Loans and Commitments on the Consent and Reaffirmation attached as Exhibit A hereto duly executed by the Guarantors (the “Consent and Reaffirmation”);Restatement Effective Date. (ce) the The Administrative Agent shall have received with respect to each Mortgaged Property, (x) a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination and (y) if any improvements located on any Mortgaged Property are located in a special flood hazard area, (i) counterparts of the Joinder Agreement attached as Exhibit B hereto a notice about special flood hazard area status and flood disaster assistance duly executed by the existing Borrowers, GGP Cumulus, GGP Nimbus and the Administrative Agent (the “Joinder”) Parent Borrower and (ii) a joinder to evidence of flood insurance satisfying 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 (xviirequirements of Section 8.03(c)(iv) of the Credit Agreement in respect of GGP Cumulus and GGP Nimbus, each in its capacity as a Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, 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 the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the 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 extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness of this Amendment; and (f) the Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced prior to the 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 and the other Loan DocumentsAgreement.

Conditions of Effectiveness. The effectiveness This Amendment shall become effective on the Business Day (the “Second Amendment Effective Date”) on which (x) Lender has received all of the documents and payments set forth below, and (y) Lender has delivered an executed counterpart of this Amendment is subject to the conditions precedent that:Borrower. (ai) the Administrative Agent shall have received counterpart signature pages two copies of this Amendment duly executed by the Borrowers, each of the Lenders required pursuant to Section 12.07 of the Credit Agreement, the Swingline Lender, each Issuing Bank and the Administrative AgentBorrower; (bii) the Administrative Agent shall have received counterparts one copy of the Consent Substitute Note executed by Borrower; (iii) two copies of a Confirmation and Reaffirmation attached as Exhibit A hereto duly Amendment of Guarantor Documents executed by the Guarantors (the “Consent and ReaffirmationConfirmation”); (civ) the Administrative Agent shall have received (i) counterparts a certificate of the Joinder Agreement attached as Exhibit B hereto duly executed by the existing Borrowers, GGP Cumulus, GGP Nimbus and the Administrative Agent Secretary of Borrower (the “JoinderBorrower 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 (iic) that there has been no change to the Organizational Documents of Borrower since April 23, 2015; (v) a joinder to certificate of the Guaranty in the form attached thereto duly executed by GGP LLC Secretary of each Guarantor (the “Guaranty JoinderGuarantor 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; (dvi) certificates of good standing with respect to each Obligor from the Administrative Agent shall have received jurisdictions indicated on 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 Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, 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 the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the relevant Lender has returned its original Note to the Administrative Agent (or its counsel) for concurrent cancellation with the issuance of such replacement Note (Borrower Secretary’s Certificate and the Partnership shall have received confirmation thereof) and (ii) to the extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness of this AmendmentGuarantor Secretary’s Certificate; and (fvii) the Administrative Agent shall have received payment and/or reimbursement from Borrower of the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket all costs and expenses (includingincurred by Lender in connection with the drafting, to the extent invoiced prior to the date negotiation, execution and implementation 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 Confirmation and the other Loan Documentsdocuments referred to herein. If and to the extent Lender has not received at least the requisite number of originals of the documents set forth in clauses (i) through (v) above on the Second Amendment Effective Date, Borrower shall cause such originals to be delivered to Lender or its counsel within three Business Days thereafter.

Conditions of Effectiveness. The effectiveness This Amendment shall become effective as of this the date (the “Effective Date”) on which the following conditions shall have been satisfied (or waived by the Sixth Amendment is subject to the conditions precedent that:Incremental Term Lenders): (a) the The Administrative Agent Agents shall have received counterpart signature pages counterparts of this Amendment duly executed by the Borrowers, each of the Lenders required pursuant to Section 12.07 of the Credit Agreement, the Swingline Lender, each Issuing Bank Borrowers and the Administrative AgentSixth Amendment Incremental Term Lenders; (b) After giving effect to this Amendment and the Administrative Agent transactions contemplated hereby, the representations and warranties set forth in Article 5 of the Credit Agreement (as amended by this Amendment) and in the other Loan Documents are true and correct in all material respects as of the Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such NY\6293685.6 representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Effective Date, no Default or Event of Default shall have received counterparts of the Consent occurred and Reaffirmation attached as Exhibit A hereto duly executed by the Guarantors (the “Consent and Reaffirmation”)be continuing; (c) After giving effect to this Amendment, the Administrative Agent shall have received (i) counterparts incurrence of the Joinder Agreement attached as Exhibit B hereto duly executed by the existing Borrowers, GGP Cumulus, GGP Nimbus Sixth Amendment Incremental Term Loans and the Administrative Agent (other transactions contemplated herby, the “Joinder”) and (ii) Senior Secured Leverage Ratio, calculated on a joinder pro forma basis, shall not be greater than 4.50 to the Guaranty in the form attached thereto duly executed by GGP LLC (the “Guaranty Joinder”)1.00; (d) the The Administrative Agent Agents shall have received a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the instrumentsBorrower Parties, certificates addressed to the Lender Group 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 Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, in each case dated as of the date of this Amendment, all in form and substance reasonably acceptable satisfactory to the Administrative AgentAgents; (e) to the extent any Note The Administrative Agents shall have been issued received, with respect to any Lender on or prior to the date of this Amendmenteach Borrower Party, replacement Notes executed a loan certificate signed by the Borrowers (including GGP Cumulus secretary or assistant secretary of such Person, certifying a true, complete and GGP Nimbus); provided, however, that (i) correct copy of the resolutions of such replacement Notes shall not be required unless and until such time as the relevant Lender has returned its original Note to the Administrative Agent Person (or its counselgeneral partner, members or manager, as applicable) for concurrent cancellation with authorizing the issuance of execution, delivery and performance by such replacement Note (and the Partnership shall have received confirmation thereof) and (ii) to the extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness Person of this Amendment; Amendment and, with respect to Borrowers, authorizing the borrowings hereunder; (f) the The Administrative Agent Agents shall have received payment and/or reimbursement a certificate of an Authorized Signatory of the Administrative Agent’s Borrower confirming compliance with the conditions precedent set forth in clause (b) and its affiliates actual clause (c) of this Section 4; (g) The Borrowers shall have paid all reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced prior to the 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)) Agents in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as counsel to the other Lead Arrangers); and (h) The Borrowers shall have paid to the Term Loan DocumentsAdministrative Agent, for the account of each Sixth Amendment Incremental Term Lender as of the Effective Date, closing fees in an amount equal to 0.50% of the aggregate amount of such Sixth Amendment Incremental Term Lender’s Sixth Amendment Incremental Term Loan Commitments; provided that such closing fees shall be payable to such Sixth Amendment Incremental Term Lender out of the proceeds of its Sixth Amendment Incremental Term Loans as and when funded on the Effective Date.

Conditions of Effectiveness. The effectiveness of the amendment and restatement of the Existing Credit Agreement pursuant to Section 1 of this Amendment is Agreement (the “Restatement Effective Date”) shall be subject to the satisfaction of the following conditions precedent thatprecedent: (a) the Administrative Agent shall have received counterpart signature pages of this Amendment duly executed by the Borrowers, each of the Lenders required pursuant to Section 12.07 of the Credit Agreement, the Swingline Lender, each Issuing Bank and the Administrative Agent; (b) the Administrative Agent shall have received counterparts of the Consent and Reaffirmation attached as Exhibit A hereto duly executed by the Guarantors (the “Consent and Reaffirmation”); (c) the Administrative Agent shall have received (i) counterparts of the Joinder Agreement attached as Exhibit B hereto duly executed by the existing Borrowers, GGP Cumulus, GGP Nimbus and the Administrative Agent (the “Joinder”) and (ii) a joinder 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 Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, 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 the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the relevant Lender has returned its original Note to the The Administrative Agent (or its counsel) for concurrent cancellation with the issuance of such replacement Note (and the Partnership shall have received confirmation thereof(i) from each of the Borrowers, the Required Lenders under the Existing Credit Agreement and each of the Term Lenders 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) to the extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition to Consent and Reaffirmation attached hereto duly executed by the effectiveness of this Amendment; andSubsidiary Guarantors. (fb) the The Administrative Agent shall have received payment and/or reimbursement favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of (i) the Chief Legal Officer of the Loan Parties, (ii) ▇▇▇▇ ▇▇▇▇▇ LLP, special counsel for the Loan Parties and (iii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Dutch counsel for the Loan Parties, in each case covering such matters relating to the Loan Parties, the Loan Documents, this Agreement and the transactions contemplated hereby as the Administrative Agent’s Agent shall reasonably request. The Company hereby requests such counsels to deliver such opinions. (c) The Administrative Agent shall have received: (i) a Certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (w) that there have been no changes in the Certificate of Incorporation or other charter document of such Loan Party, as attached thereto and as certified as of a recent date by the Secretary of State (or analogous governmental entity) of the jurisdiction of its affiliates actual reasonable organization, since the date of the certification thereof by such governmental entity, (x) the By-Laws or other applicable organizational document, as attached thereto, of such Loan Party as in effect on the date of such certification, (y) resolutions of the Board of Directors or other governing body of such Loan Party authorizing the execution, delivery and documented performance of each Loan Document to which it is a party, and (z) the names and true signatures of the incumbent officers of each Loan Party authorized to sign the Loan Documents to which it is a party, and (in the case of each Borrower) authorized to request a Borrowing or the issuance of a Letter of Credit under the Restated Credit Agreement; (ii) a Good Standing Certificate (or analogous documentation if applicable) for each Loan Party from the Secretary of State (or analogous governmental entity) of the jurisdiction of its organization, to the extent generally available in such jurisdiction; and (iii) a Certificate signed by the President, a Vice President or a Financial Officer of the Company certifying the following: (x) all of the representations and warranties of the Borrowers set forth in the Restated Credit Agreement are true and correct in all material respects and (y) no Default has occurred and is then continuing. (d) The Administrative Agent shall have received 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 costs and expenses (includingrequired to be reimbursed or paid by the Borrowers under the Loan Documents. If any LC Disbursements are outstanding as of the Restatement Effective Date, to such LC Disbursements shall be repaid, together with any interest accrued thereon. The Administrative Agent shall notify the extent invoiced prior to the 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 Borrowers and the LendersLenders of the Restatement Effective Date, taken as a whole (and, if necessary, one local counsel in any relevant material jurisdiction to and such Persons, taken as a whole)) in connection with this Amendment notice shall be conclusive and the other Loan Documentsbinding.

Conditions of Effectiveness. The effectiveness This Amendment and Waiver shall become effective as of this Amendment is subject to the date first above written when, and only when, the following conditions precedent thathave been satisfied: (a) the Administrative Agent shall have received counterpart signature pages counterparts of this Amendment duly and Waiver executed by the Borrowers, each of the Lenders required pursuant to Section 12.07 of the Credit AgreementCompany, the Swingline Majority Lenders, the Extending Lenders, and/or, as to any such Majority Lender and Extending Lender, each Issuing Bank advice satisfactory to the Agent that such Lender has executed this Amendment and the Administrative AgentWaiver; (b) the Administrative Agent shall have received counterparts a certificate of the Consent Secretary or Assistant Secretary of the Company, in form and Reaffirmation substance satisfactory to the Agent, which certificate shall (i) certify as to the incumbency and signature of the officers of the Company executing this Amendment and 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 Amendment and Waiver, and (iii) certify that, as Exhibit A hereto duly executed by of the Guarantors date of such certificate (which shall not be earlier than the “Consent and Reaffirmation”date hereof), none of such resolutions shall have been amended, supplemented, modified, revoked or rescinded; (c) the Administrative Agent shall have received (i) counterparts of the Joinder Agreement attached as Exhibit B hereto duly each Guarantor has executed by the existing Borrowers, GGP Cumulus, GGP Nimbus and the Administrative Agent (the “Joinder”) and (ii) delivered a joinder to the Guaranty consent in the form attached thereto duly executed by GGP LLC (the “Guaranty Joinder”)of Annex A hereto; (d) the Administrative Agent shall have received an amendment and waiver fee for the instruments, certificates account of each Extending Lender that has executed and documents set forth delivered a signature page to this Amendment and Waiver in Sections 5.01(v) through (x) and (xvii) an amount equal to 0.05% of the Credit Agreement in respect aggregate principal amount of GGP Cumulus and GGP Nimbus, each in its capacity as a Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, in each case dated as of the date of this Amendment, all in form and substance reasonably acceptable to the Administrative Agent;such Extending Lender’s Loans; and (e) to all other fees and expenses of the extent any Note shall have been issued to any Lender on or prior to Agent and the date of this Amendment, replacement Notes executed by the Borrowers Lenders (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless all reasonable fees and until such time as the relevant Lender has returned its original Note expenses of counsel 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) all retainers for counsel to the extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition Agent and advisor to the effectiveness of this Amendment; and (f) the Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses (including), to the extent invoiced prior to the date of this Amendmenthereof, 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 and the other Loan Documentsshall have been paid.

Conditions of Effectiveness. The effectiveness of this Amendment (the “Amendment No. 1 Effective Date”) is subject to the conditions precedent that: (a) the The Administrative Agent shall have received counterpart signature pages counterparts of this Amendment duly executed by the Borrowers, each of the Lenders required pursuant to Section 12.07 of the Credit AgreementBorrower, the Swingline LenderRevolving Lenders (including the New Revolving Lenders), each Issuing Bank the Departing Lenders, the Required Lenders and the Administrative Agent;Agent and the Consent and Reaffirmation attached hereto duly executed by the Subsidiary Guarantors. (b) the The Administrative Agent shall have received counterparts a certificate of the Consent Secretary or an Assistant Secretary of the Borrower and Reaffirmation each Subsidiary Guarantor (collectively, the “Credit Parties”) certifying (i) that there have been no changes in the Articles or Certificate of Incorporation, Certificate of Formation or other charter document of such Credit Party, as attached thereto and as Exhibit A hereto duly executed certified as of a recent date by the Guarantors secretary of state (or the “Consent equivalent thereof) of its jurisdiction of organization, if applicable, since the date of the certification thereof by such secretary of state (or equivalent thereof), if applicable, (ii) the By-Laws, Operating Agreement, or other applicable organizational document, as attached thereto, of such Credit Party as in effect on the date of such certification, (iii) resolutions of the Board of Directors, Board of Managers, or other governing body of such Credit Party authorizing the execution, delivery and Reaffirmation”);performance of each Credit Document to which it is a party, including the Credit Agreement as amended by this Amendment, (iv) the names and true signatures of the incumbent officers of such Credit Party authorized to sign the Credit Documents to which it is a party, and, in the case of the each of the Borrower, authorized to request borrowings under the Credit Agreement (as amended by this Amendment) and (v) Good Standing Certificates (or the equivalent thereof) for each Credit Party from its respective jurisdiction of organization. (c) the The Administrative Agent shall have received (i) counterparts such instruments and documents as the Administrative Agents shall reasonably requested, including a written opinion of the Joinder Agreement attached Borrower’s counsel, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressed to the Lenders covering such matters relating to the Borrower and the Subsidiary Guarantors, the Loan Documents or the transactions contemplated thereby as Exhibit B hereto duly executed by the existing Borrowers, GGP Cumulus, GGP Nimbus and the Administrative Agent (shall request, which opinion the “Joinder”) and (ii) a joinder Borrower hereby requests such counsel to the Guaranty in the form attached thereto duly executed by GGP LLC (the “Guaranty Joinder”);deliver. (d) the The Administrative Agent shall have received the instruments, certificates all fees and documents set forth in Sections 5.01(v) through (x) other amounts due and (xvii) of the Credit Agreement in respect of GGP Cumulus and GGP Nimbus, each in its capacity as a Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, 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 payable on or prior to the date of this AmendmentAmendment No. 1 Effective Date, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); providedincluding, however, that (i) such replacement Notes shall not be required unless and until such time as the 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 extent such Notes have not been returned as described in clause (i)invoiced, no such replacement Notes shall constitute a condition to the effectiveness reimbursement or payment of this Amendment; and (f) the Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates actual reasonable and documented all out-of-pocket costs and expenses (including, to the extent invoiced prior to the date of this Amendment, the actual reasonable and documented out-of-pocket including fees and expenses of one counsel for the Administrative Agent, ) required to be reimbursed or paid by 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)) Borrower in connection with this Amendment and the other Loan DocumentsAmendment.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that: (a) With the Administrative Agent shall have received counterpart signature pages exception of Section 2 hereof, this Amendment duly executed by shall become effective as of the Borrowersdate first above written (the “Third Amendment Effective Date”) when, and only when, each of the Lenders required pursuant to following conditions set forth in this Section 12.07 of the Credit Agreement, the Swingline Lender, each Issuing Bank and the Administrative Agent; 3(a) shall have been satisfied: (bi) the Administrative Agent shall have received counterparts of the Consent and Reaffirmation attached as Exhibit A hereto duly (A) this Amendment executed by the Guarantors (Borrower and the “Consent and Reaffirmation”); (c) Required Lenders or, as to any of such Lenders, advice satisfactory to the Administrative Agent shall have received (i) counterparts of the Joinder Agreement attached as Exhibit B hereto duly that such Lender has executed by the existing Borrowers, GGP Cumulus, GGP Nimbus and the Administrative Agent (the “Joinder”) and (ii) a joinder 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 Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, in each case dated as of the date of this Amendment, all (B) the Consent attached hereto executed by each of the Loan Parties (other than the Borrower) and evidence of corporate authorization for each Loan Party satisfactory to the Administrative Agent, and (C) an opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Loan Parties, in form and substance reasonably acceptable satisfactory to the Administrative Agent; Agent and its counsel; (eii) to the extent any Note Borrower shall have been issued to any Lender on or prior to the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the relevant Lender has returned its original Note paid to the Administrative Agent (or its counselA) for concurrent cancellation with the issuance benefit of such replacement Note the applicable Lenders, a fee equal to 0.125% of the aggregate Commitments of each Lender that has executed and delivered this Amendment on or before 5:00 p.m. (and the Partnership shall have received confirmation thereofNew York time) on May 31, 2006, and (iiB) to the extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness of this Amendment; and (f) the Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates actual all reasonable and documented out-of-pocket costs and expenses (includingincluding the reasonable fees, charges and disbursements of counsel to the Administrative Agent) incurred in connection, and in accordance, with the Credit Documents (including this Amendment) to the extent invoiced prior invoiced; and (iii) no Default shall have occurred and be continuing, or would occur as a result of the transactions contemplated by this Amendment; and (b) Section 2 of this Amendment shall become effective as of the date first above written (the “Revolver Increase Effective Date”) when, and only when, each of the following conditions set forth in this Section 3(b) shall have been satisfied: (i) each of the conditions set forth in Section 3(a), other than the conditions set forth in subsections 3(a)(i)(A) and 3(a)(ii)(A), shall have been satisfied; (ii) the Administrative Agent shall have received counterparts of this Amendment executed by the Borrower, each existing Lender who elects or otherwise agrees to participate in the Increased Revolving Loan Commitment or, as to any such existing Lenders, advice satisfactory to the date of Administrative Agent that such Lender has executed this Amendment, and each Additional Revolving Lender; and (iii) the actual reasonable and documented out-of-pocket fees and expenses of one counsel for Borrower shall have paid to the Administrative Agent, for the Issuing Banks benefit of each existing Lender whose Revolving Loan Commitment is to be increased and each Additional Revolving Lender, 0.25% of the Lenders, taken as a whole (and, if necessary, one local counsel in any relevant material jurisdiction to Increased Revolving Loan Commitment of such Persons, taken as a whole)) in connection with this Amendment and the other Loan DocumentsLender.

Conditions of Effectiveness. The effectiveness of this Amendment (the “Amendment No. 2 Effective Date”) and the obligations of the New Lender to extend the Additional Revolving Commitment is subject to the satisfaction of the following conditions precedent thatprecedent: (a) the Administrative Agent (or its counsel) shall have received counterpart signature pages executed counterparts of this Amendment duly executed signed by or on behalf of the BorrowersBorrower, the Guarantors (including each New Subsidiary Guarantor), each Lender (including the New Lender), each Issuing Lender and the Administrative Agent (which, subject to Section 10.8 of the Lenders required pursuant to Section 12.07 of the Amended Credit Agreement, the Swingline Lendermay include any Electronic Signatures transmitted by telecopy, each Issuing Bank and the Administrative Agentemailed pdf. or any other electronic means that reproduces an image of an actual executed signature page); (b) the Lenders and the Administrative Agent shall have received counterparts all fees required to be paid, and all expenses required to be reimbursed for which invoices have been presented (including the reasonable and documented fees and expenses of legal counsel to the Consent and Reaffirmation attached as Exhibit A hereto duly executed by Administrative Agent) on or prior to the Guarantors (the “Consent and Reaffirmation”)Amendment No. 2 Effective Date; (c) the Administrative Agent shall have received received, for the ratable account of each “Lender” under and as defined in the Existing Credit Agreement, as the case may be, (i) counterparts all accrued and unpaid commitment or unused fees, letter of credit fees, fronting fees and interest owing thereunder immediately prior to the Joinder Agreement attached as Exhibit B hereto duly executed by the existing Borrowerseffectiveness of this Amendment, GGP Cumulus, GGP Nimbus and the Administrative Agent (the “Joinder”) and (ii) a joinder the principal amount of all unreimbursed “L/C Obligations” outstanding under and as defined in the Existing Credit Agreement, and (iii) funded participations in “Letters of Credit” outstanding under and as defined in the Existing Credit Agreement immediately prior to the Guaranty in the form attached thereto duly executed by GGP LLC (the “Guaranty Joinder”)effectiveness of this Amendment; (d) the Administrative Agent shall have received (i) a certificate of each Loan Party (including each New Subsidiary Guarantor), dated the instrumentsAmendment No. 2 Effective Date and signed by a secretary or assistant secretary of such Loan Party, certificates with appropriate insertions and documents set forth in Sections 5.01(v) through attachments, including (x) the Charter Documents of such Loan Party, certified by the relevant authority of the jurisdiction of organization of such Loan Party, (y) a copy of the resolutions or the unanimous written consent authorizing (A) the transactions contemplated by the Loan Documents and (xviiB) the execution, delivery and performance by such Loan Party of each Loan Document to which it is a party and the execution and delivery of the Credit Agreement other documents to be delivered by it in respect of GGP Cumulus connection herewith and GGP Nimbus, each in its capacity as a Borrowertherewith, and in respect (z) a signature and incumbency certificate and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of GGP LLCorganization; (e) the Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, in its capacity as a counsel to the Loan Parties (including each New Subsidiary Guarantor), 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 the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the relevant Lender has returned its original Note satisfactory 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) Borrower hereby instructs such counsel to deliver such opinion to the extent Lenders and the Administrative Agent). Such legal opinion shall cover such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition other matters incident to the effectiveness of transactions contemplated by this Amendment; andAmendment as the Administrative Agent may reasonably require; (f) the Administrative Agent shall have received payment and/or reimbursement a certificate of a Responsible Officer of the Borrower certifying that: (i) each of the representations and warranties made by the Loan Parties in or pursuant to the Loan Documents are true and correct in all material respects on and as of the Amendment No. 2 Effective Date; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language is true and correct in all respects (after giving effect to any such qualification therein); (ii) no Default or Event of Default has occurred and is continuing on the Amendment No. 2 Effective Date or after giving effect to the extensions of credit requested to be made on the Amendment No. 2 Effective Date and the use of proceeds thereof and (iii) the Loan Parties are in compliance with all applicable requirements of Regulations U, T and X of the Board; (g) all governmental and third party approvals necessary in connection with the financing contemplated by this Amendment and the Amended Credit Agreement and the continuing operations of the Loan Parties (including shareholder approvals, if any) shall have been obtained on satisfactory terms and shall be in full force and effect; (h) the Administrative Agent’s Agent shall have received (i) satisfactory audited consolidated financial statements of Public Parent for the fiscal year ending December 31, 2023 and its affiliates actual reasonable (ii) unaudited interim consolidated financial statements of Public Parent for the fiscal quarter ending March 31, 2024; and (i) at least five (5) days prior to the Amendment No. 2 Effective Date, (i) the Administrative Agent and documented outLenders shall have (x) received all documentation and other information regarding the Borrower and each Guarantor (including each New Subsidiary Guarantor) requested in connection with applicable “know your customer” and anti-of-pocket costs money laundering rules and expenses (includingregulations, including the Patriot Act, to the extent invoiced requested in writing of the Borrower at least ten (10) days prior to the date of this AmendmentAmendment No. 2 Effective Date and (y) a properly completed and signed IRS Form W-8 or W-9, the actual reasonable and documented out-of-pocket fees and expenses of one counsel as applicable, for the Administrative AgentBorrower, and (ii) to the Issuing Banks and extent the Lenders, taken Borrower qualifies as a whole “legal entity customer” under the Beneficial Ownership Regulation, any Lender that has requested, in a written notice to the Borrower at least ten (and10) days prior to the Amendment No. 2 Effective Date, if necessary, one local counsel a Beneficial Ownership Certification in any relevant material jurisdiction relation to the Borrower shall have received such Persons, taken as a whole)) in connection with this Amendment and the other Loan DocumentsBeneficial Ownership Certification.

Conditions of Effectiveness. The effectiveness This Amendment shall not be effective until the date (the “Sixth Amendment Effective Date”) each of the following conditions precedent has been satisfied in full, provided, that in the event all such conditions precedent are not met on or before December 31, 2010, this Amendment is subject to the conditions precedent thatshall be null and void and of no further force or effect: (a) the Administrative Agent Borrower and Guarantor shall have received counterpart signature pages delivered to Agent four duly executed counterparts of this Amendment duly executed by the Borrowers, each of the Lenders required pursuant to Section 12.07 of the Credit Agreement, the Swingline Lender, each Issuing Bank and the Administrative AgentAmendment; (b) Agent shall have received such evidence as Agent may reasonably require to verify that the Borrower has incurred Debt pursuant to the Second Lien Credit Agreement in a principal amount of $175,000,000 in compliance with Section 9.01(k) of the Credit Agreement (as amended herein) and has applied the proceeds of such Debt issuance to pay (A) the Loans in an aggregate principal amount to cure any Deficiency created by a reduction in the Borrowing Base pursuant to Section 2.08(f) (as amended herein), (B) the Oaktree Note, and (C) closing costs associated with the Second Lien Credit Agreement; (c) Borrower shall have paid to Administrative Agent, for the benefit of the Lenders, an amendment fee equal to 37.5 bps of the aggregate amount of Commitments for the Lenders party to this Amendment; (d) the Borrower shall have paid all reasonable fees and expenses which are due and payable by the Borrower on or prior to the date hereof under the Loan Documents, and, to the extent invoiced, reimbursement or payment by the Borrower of all reasonable expenses required to be reimbursed or paid by the Borrower under the Loan Documents, including the reasonable fees and disbursements of Agent’s counsel, ▇▇▇▇▇▇ and ▇▇▇▇▇, LLP; (e) Agent shall have received certified copies of the Second Lien Credit Agreement and the Second Lien Loan Documents, all of which shall be in form and substance reasonably satisfactory to the Agent, including, without limitation, counterparts of an Intercreditor Agreement approved by the Majority Lenders (the “Intercreditor Agreement”), fully executed by Borrower, Guarantors (as defined in the Intercreditor Agreement), First Lien Agent (as defined in the Intercreditor Agreement), and Second Lien Agent (as defined in the Intercreditor Agreement); (f) Agent shall have received counterparts of the Consent Master Assignment and Reaffirmation attached as Assumption in the form of Exhibit A attached hereto duly executed by the Guarantors (the “Consent and ReaffirmationMaster Assignment”); (c) the Administrative Agent shall have received (i) counterparts of the Joinder Agreement attached as Exhibit B hereto duly , executed by the existing BorrowersFortis Capital Corp., GGP CumulusBNP Paribas, GGP Nimbus and the Administrative Agent (the “Joinder”) and (ii) a joinder 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▇▇▇▇▇ Fargo, certificates and documents set forth in Sections 5.01(v) through (x) and (xvii) The Royal Bank of the Credit Agreement in respect of GGP Cumulus and GGP Nimbus, each in its capacity as a BorrowerScotland plc, and in respect of GGP LLCRegions Bank, in its capacity as a and acknowledged and consented to by Borrower and Guarantor, 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 which shall have been issued to any Lender on or be effective immediately prior to the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the 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 extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness of this Amendment; (g) all representations and warranties of the Borrower and Guarantor contained in the Loan Documents shall be true and correct in all material respects; (h) no Material Adverse Effect shall have occurred and be continuing; and (fi) the Administrative Agent shall have received payment and/or reimbursement of a certificate from Borrower duly and properly executed by a Responsible Officer certifying that the Administrative Agent’s conditions in Sections 4(b), (g) and its affiliates actual reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced prior to the 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)h) in connection with this Amendment and the other Loan Documentshave been satisfied.

Conditions of Effectiveness. The effectiveness All provisions of this Eighth Amendment is subject to shall be effective upon satisfaction of, or completion of, the conditions precedent thatfollowing: (a) the Administrative Agent shall have received counterpart signature pages counterparts of this Eighth Amendment duly executed by the BorrowersBorrower, the Required Lenders, each of the Lenders required pursuant to Section 12.07 of the Lender that is increasing its Revolving Credit Agreement, the Swingline Lender, Commitment and acknowledged by each Issuing Bank and the Administrative AgentGuarantor; (b) the Administrative Agent representations and warranties set forth in Section 3 of this Eighth Amendment shall have received counterparts of the Consent be true and Reaffirmation attached as Exhibit A hereto duly executed by the Guarantors (the “Consent and Reaffirmation”)correct; (c) the Administrative Agent shall have received (i) counterparts a certified resolution of the Joinder Agreement attached as Exhibit B hereto duly executed by Borrower authorizing the existing Borrowersexecution, GGP Cumulusdelivery and performance of this Eighth Amendment, GGP Nimbus the New Revolving Loan Notes, and the Administrative Agent (the “Joinder”) related documents required to be executed and (ii) delivered pursuant to Schedule 6.20 to this Eighth Amendment, together with a joinder to the Guaranty in the form attached thereto duly executed by GGP LLC (the “Guaranty Joinder”)Certificate of Incumbency; (d) the Administrative Agent shall have received a favorable opinion of counsel to the instruments, certificates and documents Borrower covering the matters set forth in Sections 5.01(v) through 3(c), (xd) and (xviie) of the Credit Agreement in respect of GGP Cumulus and GGP Nimbus, each in its capacity as a Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, in each case dated as of the date of this Eighth 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 the date of this Amendmentrequested by a Lender, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the 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 extent a fully-executed New Revolving Loan Note for each such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness of this Amendment; andLender; (f) the Administrative Agent shall have received payment and/or reimbursement for its benefit and for the benefit of each Lender the consent fees in immediately available funds as agreed upon by the Borrower, the Arranger, the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced prior to the 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 Agent and the Lenders; (g) since December 31, taken as 2017, there shall not have occurred any event or condition that has had or could reasonably be expected to have, either individually or in the aggregate, a whole Material Adverse Effect; and (and, if h) the Administrative Agent shall have received updated flood certificates (and where necessary, one local counsel verification of flood insurance) with respect to the Real Property Collateral; (i) the Administrative Agent shall have executed releases for those Mortgaged Properties listed on Schedule 2 hereto that are located in any relevant material jurisdiction a flood plain; and (j) the Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent and its counsel, such Personsother documents, taken certificates and instruments as a whole)) in connection with this Amendment and the other Loan DocumentsAdministrative Agent shall reasonably require.

Conditions of Effectiveness. The effectiveness of Section 2 of this Amendment is shall be subject to the satisfaction of each of the following conditions precedent thatprecedent: (a) Agent’s receipt of the Administrative Agent shall have received counterpart signature pages following: (i) this Amendment, executed by Agent, Lenders and Borrower; (ii) a perfection certificate, executed by Borrower, in form and substance reasonably satisfactory to Agent; (iii) an Advance Request for the Advance of ▇▇▇▇▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇ Loan as required by Section 2.2(b) of the Loan Agreement, duly executed by Borrower’s Chief Executive Officer or Chief Financial Officer; (iv) a duly executed certificate of an officer of Borrower, certifying and attaching copies of (1) resolutions of Borrower’s board of directors, members and/or managers, as applicable evidencing approval of this Amendment duly executed by the Borrowersand other transactions evidenced hereby, each (2) certified copies of the Lenders required pursuant to Section 12.07 formation documents and the governing documents, certified as of a recent date from the Secretary of State of the Credit AgreementState of Delaware, as applicable, as amended through the Swingline Lenderdate hereof, each Issuing Bank of Borrower, and (3) certificates of good standing for Borrower from the Administrative AgentSecretary of State of the State of Delaware, and similar certificates from all other jurisdictions in which Borrower does business and where the failure to be qualified could have a Material Adverse Effect; (v) such other documents as Agent may reasonably request; (b) the Administrative Agent Borrower shall have received counterparts paid (i) an amendment fee in the aggregate amount of $375,000 which shall be fully due and payable as of the Consent Third Amendment Effective Date, (ii) all invoiced costs and Reaffirmation attached expenses then due in accordance with Section 5(e) of this Amendment, and (iii) all other fees, costs and expenses, if any, due and payable as Exhibit A hereto duly executed by of the Guarantors (Third Amendment Effective Date under the “Consent and Reaffirmation”);Loan Agreement; and (c) On the Administrative Agent shall have received Third Amendment Effective Date, after giving effect to the amendment of the Existing Loan Agreement contemplated hereby: (i) counterparts of the Joinder Agreement attached as Exhibit B hereto duly executed by the existing Borrowers, GGP Cumulus, GGP Nimbus The representations and the Administrative Agent (the “Joinder”) warranties contained in Section 4 shall be true and (ii) a joinder 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 correct on 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 Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, in each case dated as of the date of this Amendment, all in form Third Amendment Effective Date as though made on 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 the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the 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 extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness of this Amendmentdate; and (fii) There exist no Events of Default or events that with the Administrative Agent shall have received payment and/or reimbursement passage of the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced prior to the date time would result in an Event 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 and the other Loan DocumentsDefault.

Conditions of Effectiveness. The effectiveness This Amendment shall become effective as of this Amendment is subject the first date (such date being referred to as the “Incremental Effective Date”) when each of the following conditions precedent thatshall have been satisfied: (a) the The Administrative Agent shall have received counterpart signature pages of this Amendment Amendment, duly executed and delivered by (A) the Loan Parties and (B) the Incremental Term Lenders and (C) Barclays Bank PLC. (b) The Administrative Agent shall have received, on behalf of itself, the other Agents, the Lenders and each L/C Issuer, an opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel for the Loan Parties, and (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Street LLP, Kansas counsel for the Borrowers, in each of case, dated the Lenders required pursuant Incremental Effective Date and addressed to Section 12.07 of the Credit AgreementAgents, the Swingline Lender, each Issuing Bank and the Lenders, in each case in form and substance satisfactory to the Administrative Agent;. (bc) Payment of all reasonable fees and expenses due to the Administrative Agent (including, without limitation, fees and reasonable out-of-pocket expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Administrative Agent) and original issue discount as otherwise agreed with the Incremental Term Lenders, in each case required to be paid on the Incremental Effective Date. (d) The Administrative Agent shall have received counterparts of the Consent with respect to each Mortgaged Property, (x) a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination and Reaffirmation attached as Exhibit A hereto (y) if any improvements located on any Mortgaged Property are located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Guarantors (the “Consent and Reaffirmation”); (c) the Administrative Agent shall have received (i) counterparts of the Joinder Agreement attached as Exhibit B hereto duly executed by the existing Borrowers, GGP Cumulus, GGP Nimbus and the Administrative Agent (the “Joinder”) Parent Borrower and (ii) a joinder to evidence of flood insurance satisfying 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 (xviirequirements of Section 8.03(c)(iv) of the Credit Agreement in respect of GGP Cumulus and GGP Nimbus, each in its capacity as a Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, in each case dated as of the date of this Amendment, all in form and substance reasonably acceptable to the Administrative Agent;Agreement. (e) to the extent any Note The Borrowers shall have been issued delivered a certificate stating that all conditions required to any Lender on or prior to be met for the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the 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 extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness of this Amendment; and (f) the Administrative Agent shall have received payment and/or reimbursement incurrence of the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses (including, Incremental Term Loans pursuant to Section 2.12(a) have been met including without limitation the extent invoiced prior to pro forma requirements in the date fifth sentence 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 wholeSection 2.12(a)) in connection with this Amendment and the other Loan Documents.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent thatTHIS AMENDMENT SHALL BE DEEMED EFFECTIVE AS OF THE FIRST DATE (SUCH DATE BEING REFERRED TO HEREIN AS THE “THIRD AMENDMENT EFFECTIVE DATE”) ON WHICH ALL OF THE FOLLOWING CONDITIONS PRECEDENT HAVE BEEN SATISFIED OR WAIVED IN WRITING: (a) the Administrative Agent’s receipt of the following, in such number as reasonably requested by the Administrative Agent,, each of which shall be original, or e-mail (in a .pdf format) or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Third Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Third Amendment Effective Date) and each in form and substance satisfactory to the Administrative Agent shall have received counterpart signature pages and each of the Lenders: (i) executed counterparts of this Amendment duly executed by from each of the BorrowersLoan Parties, the Administrative Agent, and each of the Lenders required pursuant and L/C Issuers; (ii) 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 reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to Section 12.07 act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and each Loan Party is validly existing, in good standing and qualified to engage in business in (A) its jurisdiction of organization and (B) each other jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect; (iv) a favorable opinion of ▇▇▇▇▇▇▇ Procter LLP, counsel to the Loan Parties, addressed to the Administrative Agent, each Lender and each L/C Issuer, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (v) a favorable opinion of ▇▇▇▇▇▇▇ LLP, local counsel to the Loan Parties in Maryland, addressed to the Administrative Agent, each Lender and each L/C Issuer, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (vi) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party, and the validity against each Loan Party, of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; and (vii) a certificate signed by a Responsible Officer of the Borrower certifying that (1) no action, suit, investigation or proceeding is pending or, to the knowledge of any Loan Party, threatened in any court or before any arbitrator or Governmental Authority that (A) challenges the validity or enforceability of this Amendment, the Existing Credit Agreement, the Swingline LenderAmended Credit Agreement, each Issuing Bank any other Loan Document or any of the transactions contemplated hereby or thereby, or otherwise purports to restrict or prohibit the performance of all or any portion of this Amendment, the Existing Credit Agreement, the Amended Credit Agreement, any other Loan Document or any of the transactions contemplated hereby or thereby or (B) could reasonably be expected to have a Material Adverse Effect, (2) since December 31, 2021, there has not occurred any event or condition that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect and (3) no Default or Event of Default has occurred and is continuing under the Administrative Agent;Existing Credit Agreement. (b) At least five Business Days prior to the Third Amendment Effective Date, the Administrative Agent and the Lenders shall have received counterparts documentation and other information with respect to each of the Consent Loan Parties required by regulatory authorities under applicable “know your customer” and Reaffirmation attached as Exhibit A hereto duly executed anti-money laundering rules and regulations, including, without limitation, the USA Patriot Act (Title III of Pub. L. 107 56 (signed into law October 26, 2001)) and regulations implemented by the Guarantors (US Treasury’s Financial Crimes Enforcement Network under the “Consent and Reaffirmation”);Bank Secrecy Act. (c) the Administrative Agent shall have received (i) counterparts of the Joinder Agreement attached as Exhibit B hereto duly executed Unless waived by the existing Borrowers, GGP Cumulus, GGP Nimbus and the Administrative Agent (the “Joinder”) and (ii) a joinder 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 Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, 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 Borrower shall have been issued to any Lender on or prior to the date paid all fees, charges and disbursements of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the relevant Lender has returned its original Note counsel to the Administrative Agent (or its counsel) for concurrent cancellation with directly to such counsel if requested by the issuance of such replacement Note (and the Partnership shall have received confirmation thereof) and (iiAdministrative Agent) to the extent invoiced (which invoice may be in summary form) prior to or on the Third Amendment Effective Date, plus such Notes have not been returned additional amounts of such fees, charges and disbursements as described in clause (i), no such replacement Notes shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a condition to final settling of accounts between the effectiveness of this Amendment; and (f) the Administrative Agent shall have received payment and/or reimbursement of Borrower and the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced prior to the 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 and the other Loan Documents.

Conditions of Effectiveness. 3.1 The effectiveness amendments set forth in Sections 1.1 and 1.2 and the limited consent set forth in Article VI shall become effective as of this Amendment is subject to the date (the “Effective Date”) when, and only when, each of the following conditions precedent thatshall have been satisfied: (a) The Administrative Agent (or its counsel) shall have received from the Borrower, the Guarantor and the Lenders holding more than fifty percent (50%) of the Total Revolving Commitments outstanding on the Effective Date either (i) a counterpart of this First 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 Agreement) that such party has signed a counterpart of this First Amendment. (b) The Borrower shall have paid: (i) to the Administrative Agent, for the account of each Lender party hereto, a fee in the amount of 0.04% of such Lender’s Revolving Commitment as of the Effective Date (after giving effect to this First Amendment), which fee once paid will be fully earned and nonrefundable; and (ii) all other fees and reasonable expenses of the Administrative Agent and the Lenders required under the Credit Agreement and any other Loan Document to be paid on or prior to the Effective Date (including reasonable fees and expenses of counsel) in connection with this First Amendment. (c) The Administrative Agent shall have received counterpart signature pages of this Amendment duly executed by the Borrowersa certificate, each dated as of the Lenders required pursuant to Section 12.07 Effective Date and signed by an authorized officer of the Credit AgreementBorrower, the Swingline Lender, each Issuing Bank and the Administrative Agent; (b) the Administrative Agent shall have received counterparts of the Consent and Reaffirmation attached as Exhibit A hereto duly executed by the Guarantors (the “Consent and Reaffirmation”); (c) the Administrative Agent shall have received confirming (i) counterparts no Default or Event of Default shall have occurred and be continuing on the Joinder Agreement attached as Exhibit B hereto duly executed by the existing Borrowers, GGP Cumulus, GGP Nimbus Effective Date and the Administrative Agent (the “Joinder”) after giving effect thereto and (ii) a joinder the representations and warranties set forth in Article IV hereof, if not qualified as to materiality, shall be true and correct in all material respects and all other representations and warranties set forth in Article IV hereof shall be true and correct, in each case on and as of the Guaranty Effective Date (or other such date expressly provided in Article IV hereof) with the form attached thereto duly executed by GGP LLC same force and effect as if made on or as of the Effective Date (the “Guaranty Joinder”or other such date expressly provided in Article IV hereof);. (d) Subject to Borrower’s and KGE’s rights under Section 22 of the Administrative KGE Collateral Agreement, (x) the Collateral Agent (or its counsel) shall have received the instrumentsphysical delivery of a new mortgage bond in certificated form, certificates registered in the name of the Collateral Agent and documents issued under the KGE Indenture in a principal amount equal to the Total Revolving Commitments and a term equivalent to or beyond the Revolving Termination Date, as extended hereby and (y) the Security Documents shall have been amended as necessary in accordance with Section 3(e) of the KGE Collateral Agreement to treat such new mortgage bond as a Pledged Bond subject to the first priority lien of the Collateral Agent, for the ratable benefit of the Secured Parties (as defined in the KGE Collateral Agreement). 3.2 The joinder 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 Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, in each case dated Section 2.1 shall become effective as of the date of this AmendmentEffective Date if, all and only if, the conditions set forth in form and substance reasonably acceptable to the Administrative Agent; (e) to the extent any Note shall Section 3.1 have been issued to any Lender on or prior to the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus satisfied and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the 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 thereoffrom each Existing Lender and the New Lender either (a) and (ii) to the extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness counterpart of this Amendment; and First Amendment signed on behalf of such party or (fb) written evidence satisfactory to the Administrative Agent shall have received payment and/or reimbursement (which may include facsimile or other electronic image scan transmission of the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced prior to the date a signed signature page of this Agreement) that such party has signed a counterpart of this First 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 and the other Loan Documents.

Conditions of Effectiveness. The effectiveness obligations of this Amendment is subject the C2 Incremental Term Lenders to make C2 Incremental Term Loans under the Amended Credit Agreement and the amendments to the Credit Agreement contained in Section 1 hereof shall become effective as of the first date (the “Amendment No. 6 Effective Date”) on which the following conditions precedent that:shall have been satisfied (or waived by the Lenders party hereto and the C2 Incremental Term Lenders): (a) the Administrative Agent shall have received counterpart signature pages of this Amendment duly executed by the Borrowers, each of the Lenders required pursuant to Section 12.07 of the Credit Agreement, the Swingline Lender, each Issuing Bank and the Administrative Agent; (b) the The Administrative Agent shall have received counterparts of (i) this Amendment executed by the Borrower, the Administrative Agent, the Priority Revolving Agent, the Lenders party hereto and the C2 Incremental Term Lenders and (ii) the Guarantor Consent and Reaffirmation attached as Exhibit A hereto duly executed by the Guarantors (the “Consent Guarantor Consent”) executed by each Guarantor. (b) The Administrative Agent shall have received a customary legal opinion from (i) D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP, New York counsel to the Loan Parties and Reaffirmation”);(ii) each local counsel to the Loan Parties listed on Schedule 4(b) to this Amendment. (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 or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the Organizational Documents attached thereto and evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the Guarantor Consent. (d) The Administrative Agent shall have received (i) counterparts a Committed Loan Notice no later than 1:00 p.m., New York time, three (3) Business Days (in the case of Term SOFR Rate Loans) or two (2) Business Days (in the case of Base Rate Loans), in each case prior to the requested date of the Joinder Agreement attached as Exhibit B hereto duly executed by Borrowing in respect of the existing Borrowers, GGP Cumulus, GGP Nimbus and C2 Incremental Term Loans (or in each case such shorter notice that shall be acceptable to the Administrative Agent (the “Joinder”in its discretion) and (ii) a joinder an Incremental Loan Request; provided that this Amendment shall be deemed to be the Incremental Loan Request with respect to the Guaranty C2 Incremental Term Loans for purposes of the Amended Credit Agreement and all parties hereto hereby agree that this Amendment shall satisfy all requirements under the Amended Credit Agreement for the Incremental Loan Request with respect to the C2 Incremental Term Loans. (e) All fees (including fees required to be paid pursuant to the C2 Incremental Fee Letter) and expenses (in the form attached thereto duly executed case of expenses, to the extent invoiced at least three (3) Business Days prior to the Amendment No. 6 Effective Date (except as otherwise reasonably agreed by GGP LLC (the “Guaranty Joinder”Borrower);) required to be paid under the Credit Agreement on or prior to the Amendment No. 6 Effective Date shall have been paid, or shall be paid substantially concurrently with the Borrowing of the C2 Incremental Term Loans on the Amendment No. 6 Effective Date. (df) The Administrative Agent and the C2 Incremental Term Lenders shall have received copies of (i) Convey Parent’s audited consolidated financial statements as of December 31, 2021, consisting of the consolidated balance sheet as of such date and the related consolidated statements of income and cash flows and (ii) with respect to the fiscal quarters ending March 31, 2022 and June 30, 2022, Convey Parent’s unaudited consolidated financial statements for each such fiscal quarter, consisting of the unaudited consolidated balance sheet as of each such date and the related unaudited statement of income for such fiscal quarter and for the portion of the fiscal year then ended and cash flows for the portion of the fiscal year then ended (subject in each case of clause (ii) to (x) the absence of footnote disclosures and other presentation items and (y) changes resulting from year-end adjustments); provided that the Administrative Agent and the C2 Incremental Term Lenders hereby acknowledge receipt of each of the foregoing financial statements specified in clauses (i) and (ii) above. (g) The Administrative Agent and the C2 Incremental Term Lenders shall have received a pro forma unaudited consolidated balance sheet of Convey Parent as of June 30, 2022, prepared after giving effect to the C2 Transactions as if the C2 Transactions had occurred as of such date, which need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, as amended, or include adjustments for purchase accounting. (h) To the extent such documentation and information has not previously been delivered in connection with the funding of the Closing Date Term Loans, the 2020 Incremental Term Loans, the 2021 Incremental Term Loans and/or the 2022 Incremental Term Loans, the Administrative Agent shall have received at least two (2) Business Days prior to the instruments, certificates and documents set forth in Sections 5.01(v) through Amendment No. 6 Effective Date (x) and (xvii) of the Credit Agreement in respect of GGP Cumulus and GGP Nimbus, each in its capacity or such shorter period as a Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, in each case dated as of the date of this Amendment, all in form and substance reasonably may be acceptable to the Administrative Agent; ) all documentation and other information in respect of the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations (eincluding the USA PATRIOT Act) to that has been reasonably requested in writing by the extent any Note shall have been issued to any Lender on or Administrative Agent at least ten (10) Business Days prior to the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the 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 extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness of this Amendment; and (f) the Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced prior to the 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 and the other Loan Documents.No. 6

Conditions of Effectiveness. The effectiveness of this Amendment on the date hereof is subject to the following conditions precedent thatprecedent: (a) the The Administrative Agent shall have received counterpart signature pages counterparts of this Amendment duly executed by the BorrowersBorrower, each of the other Loan Parties, the Lenders required pursuant to Section 12.07 of the Credit Agreement, the Swingline Lender, each Issuing Bank and the Administrative Agent; (b) the The Administrative Agent shall have received counterparts a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment No. 2 Effective Date) of B▇▇▇▇ ▇▇▇▇ L▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP and J▇▇▇▇ ▇▇▇▇▇▇ LLP, counsel for the Consent Borrower, in form and Reaffirmation attached as Exhibit A hereto duly executed by substance satisfactory to the Guarantors (Administrative Agent and covering such other matters relating to the “Consent and Reaffirmation”)Borrower or this Amendment; (c) All governmental and third party approvals necessary or, in the discretion of the Administrative Agent, advisable in connection with this Amendment and the continuing operations of the Borrower and its subsidiaries shall have been obtained and be in full force and effect; (d) The Administrative Agent shall have received (i) counterparts of the Joinder Agreement attached such documents and certificates as Exhibit B hereto duly executed by the existing Borrowers, GGP Cumulus, GGP Nimbus and the Administrative Agent (the “Joinder”) and (ii) a joinder or its counsel may reasonably request relating to the Guaranty in the form attached thereto duly executed by GGP LLC (the “Guaranty Joinder”); (d) the Administrative Agent shall have received the instrumentsorganization, certificates existence and documents set forth in Sections 5.01(v) through (x) and (xvii) good standing of the Credit Agreement in respect of GGP Cumulus and GGP Nimbus, each in its capacity as a Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, in each case dated as the authorization of the date of transactions contemplated by this Amendment and any other legal matters relating to the Borrower, this Amendment or the transactions contemplated by this Amendment, all in form and substance reasonably acceptable satisfactory to the Administrative AgentAgent and its counsel; (e) The Administrative Agent shall have received a certificate, dated the Amendment No. 2 Effective Date and signed 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 4.02 of the Credit Agreement; (f) The Borrower shall have furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2024; (i) The Administrative Agent shall have received, at least five days prior to the Amendment No. 2 Effective Date, all documentation and other information regarding the Borrower reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent any Note shall have been issued to any Lender on or prior to requested in writing of the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the 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) Borrower and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Amendment No. 2 Effective Date, any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Notes have not been returned as described Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (iii) shall be deemed to be satisfied), no such replacement Notes shall constitute a condition to the effectiveness of this Amendment; and (fh) the The Administrative Agent shall have received payment and/or reimbursement of all fees due and payable on or prior to the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses (includingAmendment No. 2 Effective Date, including expenses, to the extent invoiced prior invoiced, and presented to the date of Borrower under 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 and the other Loan Documents.

Conditions of Effectiveness. The effectiveness This Amendment (other than SECTION 1.A) shall be effective upon satisfaction of the condition precedent set forth in CLAUSE (a), CLAUSE (d) and CLAUSE (e) of this SECTION 6. SECTION 1. A of this Amendment is subject to shall be effective only after each of the following conditions precedent thatshall have been satisfied and only if all of the following conditions precedent are satisfied on or prior to June 24, 2003: (a) the Administrative Agent shall have received counterpart signature pages counterparts of this Amendment duly executed by the BorrowersMajority Lenders, each all of the Lenders required pursuant to Section 12.07 Multicurrency Lenders, all of the Credit Agreementother Revolving Lenders, the Swingline Lender, each Issuing Bank Borrowers and the Administrative AgentGuarantors; (b) the Administrative Agent representations and warranties set forth in SECTION 2 of this Amendment shall have received counterparts of the Consent be true and Reaffirmation attached as Exhibit A hereto duly executed by the Guarantors (the “Consent and Reaffirmation”)correct in all material respects; (c) the Administrative Agent Company shall have received (i) counterparts of the Joinder Agreement attached as Exhibit B hereto duly executed by the existing Borrowers, GGP Cumulus, GGP Nimbus and the Administrative Agent (the “Joinder”) and (ii) a joinder 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 Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, in each case dated as of the date of this Amendment, paid 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 the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the 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 extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness of this Amendment; and (f) the Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced prior to the date of this Amendment, the actual reasonable and documented out-of-pocket fees and expenses of one counsel for the Administrative Agent in connection with the Loan Documents, including its reasonable out-of-pocket legal and other professional fees and expenses by the Administrative Agent, including, without limitation, such fees and expenses of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C.; (d) the Issuing Banks Company shall have paid the Amendment Fee when due; (e) the Company shall have paid to the Administrative Agent for its own account, certain fees set forth in the letter agreement between the Company and the Administrative Agent relating hereto (the "AMENDMENT FEE LETTER") in the amounts set forth in the Amendment Fee Letter, and the Amendment Fee Letter shall have been duly executed and delivered by the Company and the Administrative Agent and shall be in full force and effect; (f) the Company shall have delivered to the Administrative Agent (i) a fully executed copy of the definitive documentation regarding a proposed recapitalization plan, in form and substance satisfactory to the Majority Lenders, taken which requires as a whole condition to its effectiveness that all Loans have been repaid in full and all Commitments terminated, and (andii) evidence satisfactory to the Majority Lenders that the Company has obtained a binding commitment from General Electric Capital Corporation to provide financing to the Company, if necessarythe consummation of which, one local counsel in any relevant material jurisdiction when combined with the consummation of the aforementioned proposed recapitalization plan, will cause a Qualified Refinancing Event to such Persons, taken as a whole)occur; (g) in connection with this Amendment the Company shall have delivered to the Administrative Agent evidence satisfactory to the Administrative Agent that the Company has resolved all outstanding matters between the Company and PBGC to the satisfaction of General Electric Capital Corporation and the other Loan Documentsparties to the proposed recapitalization plan referenced in (f) above; and (h) the Administrative Agent shall receive, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, such other documents, certificates and instruments as the Administrative Agent shall reasonably require.

Conditions of Effectiveness. The effectiveness obligations of this Amendment is subject the Initial Incremental Term Lenders to make Initial Incremental Term Loans under the Amended Credit Agreement and the amendments to the Credit Agreement contained in Section 2 hereof shall become effective as of the first date (the “First Amendment Effective Date”) on which the following conditions precedent that:shall have been satisfied (or waived by the Initial Incremental Term Lenders): (a) The Administrative Agent and the Initial Incremental Term Lenders shall have received counterparts of (i) this Amendment executed by the Borrower, the Administrative Agent and the Initial Incremental Term Lenders and (ii) the Guarantor Consent and Reaffirmation attached hereto (the “Guarantor Consent”) executed by each Guarantor; (b) The Administrative Agent and the Initial Incremental Term Lenders shall have received counterpart signature pages a customary legal opinion from Ropes & ▇▇▇▇ LLP, counsel to the Loan Parties; (c) The Administrative Agent and the Initial Incremental Term Lenders 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 or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the 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 Amendment and the Guarantor Consent; (d) The Administrative Agent and the Initial Incremental Term Lenders shall have received a certificate of a Responsible Officer of the Borrower certifying (i) that the conditions in clauses (f) and (g) of this Amendment duly executed by Section 6 have been satisfied and (ii) the Borrowersamount, each if any, of Initial Incremental Term Loans being incurred in reliance on such clause (D)(x) of the definition of “Available Incremental Amount”; (e) The Administrative Agent and the Initial Incremental Term Lenders required pursuant shall have received a solvency certificate from a Financial Officer of Holdings or the Borrower (after giving effect to the transactions contemplated by this Amendment) based on and consistent with the form attached to the Credit Agreement as Exhibit I; (f) The Specified Representations (which, for the purposes of this Section 12.07 6(f), shall include Skyhigh Networks, Inc. and its Restricted Subsidiaries, as applicable) shall be true and correct in all material respects on the First Amendment Effective Date (unless such Specified Representations relate to an earlier date, in which case, such Specified Representations shall have been true and correct in all material respects as of such earlier date); provided, that each reference to the “Closing Date” set forth in the Specified Representations shall, for purposes of this clause 6(f), be a reference to the First Amendment Effective Date; (g) Immediately after giving effect to this Amendment, no Event of Default under Section 8.01(1) of the Credit Agreement or, solely with respect to the Borrower, Section 8.01(6) of the Credit Agreement, shall exist after giving effect to the Swingline Lender, each Issuing Bank and making of the Administrative AgentInitial Incremental Term Loans; (bh) the The Administrative Agent and the Initial Incremental Term Lenders shall have received counterparts a Committed Loan Notice no later than 1:00 p.m. (New York time) at least three Business Days (in the case of Eurodollar Rate Loans or EURIBOR Rate Loans) prior to, or on (in the case of Base Rate Loans), as applicable, the requested date of the Consent and Reaffirmation attached as Exhibit A hereto duly executed by Borrowing in respect of the Guarantors (the “Consent and Reaffirmation”)Initial Incremental Term Loans; (ci) the Administrative Agent The Borrower shall have received (i) counterparts of the Joinder Agreement attached as Exhibit B hereto duly executed by the existing Borrowers, GGP Cumulus, GGP Nimbus and the Administrative Agent (the “Joinder”) and (ii) a joinder 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 Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, in each case dated as of the date of this Amendment, paid 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 the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the 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 extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness of this Amendment; and (f) the Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the Attorney Costs of the Administrative Agent to the extent invoiced prior to provided for in Section 10.04 of the 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 Credit Agreement) 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)) Initial Incremental Term Lenders in connection with this Amendment invoiced at least three (3) Business Days (unless otherwise reasonably agreed by the Borrower) prior to the First Amendment Effective Date; (j) The Borrower shall have paid all fees required to be paid pursuant to the amended and restated fee letter, dated as of December 8, 2017, by and between the Borrower, Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, ▇▇▇▇▇▇▇ Sachs Bank USA, UBS AG, Stamford Branch and UBS Securities LLC; (k) The Administrative Agent shall have received at least two (2) Business Days prior to the First Amendment Effective Date all documentation and other information about the Borrower and the Guarantors (other Loan Documentsthan any Excluded Subsidiary) required under applicable “know your customer” and anti-money laundering rules and regulations (including the USA PATRIOT Act) that has been reasonably requested in writing at least ten (10) Business Days prior to the First Amendment Effective Date; and (l) The Borrower shall have paid all accrued and unpaid interest on the Closing Date Term Loans up to, but excluding, the First Amendment Effective Date. For purposes of determining compliance with the conditions specified in this Section 6, the Initial Incremental Term Lenders 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 the Initial Incremental Term Lenders from and after the making by the Initial Incremental Term Lenders of the Initial Incremental Term Loans pursuant to Section 2.01(1)(c) and (d) of the Amended Credit Agreement. The Initial Incremental Term Lenders and the Borrower shall promptly notify the Administrative Agent of the occurrence of the First Amendment Effective Date.

Conditions of Effectiveness. The effectiveness of this Amendment Agreement is subject to the following conditions precedent that:(the first date on which such condition precedents have been satisfied or waived being the “Effective Date”): (a) the The Administrative Agent shall have received counterpart signature pages of this Amendment duly executed by the Borrowers, each of the Lenders required pursuant to Section 12.07 of the Credit Agreement, the Swingline Lender, each Issuing Bank and the Administrative Agent;following: (b) the Administrative Agent shall have received counterparts of the Consent and Reaffirmation attached as Exhibit A hereto duly executed by the Guarantors (the “Consent and Reaffirmation”); (c) the Administrative Agent shall have received (i) counterparts of the Joinder Agreement attached as Exhibit B hereto this Agreement, duly executed by each Credit Party and each Lender; (ii) (x) a copy of the existing Borrowerscertificate of formation of the Borrower, GGP Cumuluscertified by the Secretary of State of Delaware as of a recent date, GGP Nimbus and (y) a copy of the limited liability company agreement of the Borrower (or a certification that there have been no changes to the limited liability company agreement of the Borrower previously delivered to the Administrative Agent (the “Joinder”Agent) and (iiz) a joinder 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) resolutions of the Credit Agreement in respect sole member of GGP Cumulus the Borrower authorizing the execution, delivery and GGP Nimbus, each in its capacity as a Borrower, and in respect performance of GGP LLC, in its capacity as a Guarantorthis Agreement, in each case dated as case, certified by a corporate secretary or assistant secretary of the date of this AmendmentBorrower and in form, all in form scope and substance reasonably acceptable to the Administrative Agent; (eiii) a written opinion of Borrower’s counsel, in form, scope and substance acceptable to the extent Administrative Agent; (iv) payment in full, in immediately available funds, to the Administrative Agent for the account of each Lender that executes and delivers a counterpart to this Agreement (A) an amendment fee in an amount equal to 0.20% of (x) the sum of such Lender’s Revolving Commitment and outstanding Term Loans immediately prior to giving effect to this Agreement(with respect to each such Lender, such Lender’s “Existing Hold”) less (y) the amount, if any, of such Lender’s Existing Hold that is assigned in connection with this Agreement; and (B) an upfront fee in an amount equal to 0.50% of the excess, if any, of (x) the sum of such Lender’s Revolving Commitment and outstanding Term Loans immediately after giving effect to this Agreement(including any Note (i) Incremental Term Loan Commitments extended and (ii) Revolving Commitments and outstanding Term Loans assumed in connection with this Agreement) over (y) such Lender’s Existing Hold; (v) payment in full, in immediately available funds in an amount equal to $1,250,000 as a prepayment of the Revolving Loans under the Credit Agreement, to the Administrative Agent for the account and the ratable benefit of each Lender holding outstanding Revolving Commitments immediately prior to giving effect to the Amendment (it being understood and agreed that for all purposes under the Credit Agreement such payment shall have been issued be treated as a prepayment under subsection 2.4B and shall be accompanied by any amounts payable under subsection 2.6D); (vi) payment of all fees due and payable to any Lender the Administrative Agent under that certain engagement letter duly executed and delivered by the Borrower on or prior to the date hereof in favor of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the 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 extent such Notes have not been returned as described in clause (i)GE Capital Markets, no such replacement Notes shall constitute a condition to the effectiveness of this AmendmentInc.; and (fvii) a copy of an Incremental Term Loan Assumption Agreement from each Incremental Term Loan Lender making Incremental Term Loans on the Administrative Agent Effective Date, duly executed by such Incremental Term Loan Lender and the Borrower. (b) The Borrower shall have received payment and/or reimbursement not less than $5,750,000 in gross cash proceeds from the funding of Incremental Term Loans (the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced prior to the 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“Effective Date Incremental Term Loans”)) in connection with this Amendment and the other Loan Documents.

Conditions of Effectiveness. The effectiveness of this This Amendment is subject to the conditions precedent that: (a) the Administrative Agent shall have received counterpart signature pages of this Amendment duly executed by the Borrowers, each become effective upon satisfaction of the Lenders required pursuant to Section 12.07 of the Credit Agreement, the Swingline Lender, each Issuing Bank and the Administrative Agent; (b) the Administrative Agent shall have received counterparts of the Consent and Reaffirmation attached as Exhibit A hereto duly executed by the Guarantors (the “Consent and Reaffirmation”); (c) the Administrative Agent following conditions precedent: Lender shall have received (i) counterparts four (4) copies of this Amendment executed by Borrowers and consented and agreed to by Guarantors, (ii) the Joinder Agreement attached as Exhibit B hereto Fourth Consolidated, Amended and Restated Secured Promissory Term Note duly executed by the existing Borrowers, GGP Cumulus, GGP Nimbus and the Administrative Agent (the “Joinder”) and (iiiii) a joinder to the Guaranty in the form attached thereto Fifth Deed of Trust Modification Agreement duly executed by GGP LLC Borrowers, (iv) an updated title policy with respect to the “Guaranty Joinder”); Real Estate Collateral which shall indicate that there are no Liens on the Real Estate Collateral other than Permitted Liens, (dv) an amendment fee in the Administrative Agent amount of $10,000, which amount shall have received be charged by Lender to Borrowers' loan account as a Revolving Loan, (vi) updated UCC tax, lien and judgment searches with respect to all locations where the Collateral is located which shall indicate that there are (a) no Liens on the Collateral other than Permitted Liens and (b) no suits or judgments against any Borrower, (vii) UCC-1 Financing Statements duly executed by Borrowers with respect to all Collateral located in Florida, (vii) resolutions of the Board of Directors of each Borrower duly authorizing the execution, delivery and performance of this Agreement, the Fourth Consolidated, Amended and Restated Promissory Term Note, the Fifth Deed of Trust Modification Agreement and the transactions contemplated therein, which resolutions shall be certified by the Secretary or Assistant Secretary of such Borrower as being in full force and effect and (viii) such other certificates, instruments, certificates documents, agreements and documents set forth in Sections 5.01(v) through (x) and (xvii) opinions of the Credit Agreement in respect of GGP Cumulus and GGP Nimbuscounsel as may be required by Lender or its counsel, each in its capacity as a Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, in each case dated as of the date of this Amendment, all which shall be in form and substance reasonably acceptable satisfactory to the Administrative Agent; (e) to the extent any Note shall have been issued to any Lender on or prior to the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the 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 extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness of this Amendment; and (f) the Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced prior to the 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 and the other Loan Documents.

Conditions of Effectiveness. The effectiveness This Amendment shall become --------------------------- effective and be deemed effective as of this Amendment is subject to August 12, 1999, if, and only if, the conditions precedent thatAgent shall have received each of the following: (a) the Administrative Agent shall have received counterpart signature pages duly executed originals of this Amendment duly executed by from the Borrowers, Borrower and each of the Lenders required pursuant Lenders; (b) a duly executed supplement to Section 12.07 the Subsidiary Guaranty in form and substance acceptable to the Agent or a duly executed Subsidiary Guaranty, substantially in the form of Exhibit "B" to the Credit Agreement, duly executed and delivered by each Subsidiary of the Borrower (other than Foreign Subsidiaries) which have become Subsidiaries since the date of the Credit Agreement, together with: (i) copies of the Swingline Lenderarticles or certificate of incorporation of such Subsidiaries, each Issuing Bank together with all amendments, and a certificate of good standing, both certified by the Administrative Agentappropriate governmental officer in its jurisdiction of incorporation; (bii) copies, certified by the Administrative Agent shall have received counterparts Secretary or Assistant Secretary of such Subsidiaries, of its by-laws and of its Board of Directors' resolutions authorizing its execution of the Consent Subsidiary Guaranty and Reaffirmation attached as Exhibit A hereto duly certifying that no amendments have been made to its articles or certificate of incorporation subsequent to the date of certification by the applicable governmental officer referred to in item (i) above; (iii) an incumbency certificate, executed by the Guarantors Secretary or Assistant Secretary of such Subsidiaries, which shall identify by name and title and bear the signature of the officers of such Subsidiary authorized to sign the Subsidiary Guaranty; and (iv) an opinion of such Subsidiaries' counsel with respect to the “Consent and Reaffirmation”)Subsidiary Guaranties, in substantially the form of the opinion received at the closing of the Credit Agreement; (c) the Administrative Agent shall have received (i) counterparts a reaffirmation from each of the Joinder Agreement attached as Exhibit B hereto duly executed by the existing Borrowers, GGP Cumulus, GGP Nimbus and the Administrative Agent (the “Joinder”) and (ii) Borrower's other Subsidiaries which are parties to a joinder to the Subsidiary Guaranty in the form of Exhibit A attached thereto duly executed by GGP LLC (the “Guaranty Joinder”);hereto and made a part hereof; and --------- (d) the Administrative Agent shall have received the instrumentssuch other documents, certificates instruments 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 Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, 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 the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time agreements as the 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 extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness of this Amendment; and (f) the Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced prior to the 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 and the other Loan Documentsmay reasonably request.

Conditions of Effectiveness. The effectiveness This Amendment shall become effective as of this the first date (the “Amendment is subject to Effective Date”) on which, and only if, each of the following conditions precedent thatshall have been satisfied: (a) the The Administrative Agent shall have received counterpart signature pages of this on or before the Amendment Effective Date the following, each dated such day (unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and in sufficient copies for each Lender: (i) This Amendment duly executed by the Loan Parties and the other parties hereto. (ii) 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 and each Loan Document to which it or such Loan Party is or is to be a party, and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the transactions under this Amendment and each Loan Document to which it or such Loan Party is or is to be a party. (iii) A certificate signed by a Responsible Officer of the Borrowers, each dated the Amendment Effective Date, stating that as of the Amendment Effective Date the applicable Loan Parties are in compliance with the covenants contained in Section 5.04(b) and (c) of the Loan Agreement, together with supporting information in form satisfactory to the Administrative Agent showing the computations used in determining compliance with such covenants. (iv) All governmental and third party consents and approvals necessary in connection with the transactions contemplated by this Amendment 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 judgment of the Lenders required pursuant to Section 12.07 of that restrains, prevents or imposes materially adverse conditions upon the Credit Agreement, the Swingline Lender, each Issuing Bank and transactions contemplated by this Amendment. (v) Any additional information or documentation reasonably requested by the Administrative Agent;Agent or the Lenders. (b) The Borrowers shall have paid all accrued fees of the Administrative Agent shall have received counterparts and the Lenders and all reasonable, out-of-pocket expenses of the Consent Administrative Agent (including the reasonable fees and Reaffirmation attached as Exhibit A hereto duly executed expenses of counsel to the Administrative Agent) in connection with the Loan, this Amendment and the transactions contemplated by the Guarantors (the “Consent and Reaffirmation”);Loan Documents. (c) the Administrative Agent shall have received (i) counterparts The representations and warranties set forth in each of the Joinder Agreement attached Loan Documents and in this Amendment shall be correct in all material respects (unless qualified as Exhibit B hereto duly executed to materiality or Material Adverse Effect, in which case such representations and warranties shall be correct in all respects) on and as of the Amendment Effective Date, before and after giving effect to this Amendment, as though made on and as of such date (except for any such representation and warranty that, by its terms, refers to a specific date other than the existing BorrowersAmendment Effective Date, GGP Cumulus, GGP Nimbus and the Administrative Agent (the “Joinder”) and (ii) a joinder to the Guaranty in the form attached thereto duly executed by GGP LLC (the “Guaranty Joinder”which case as of such specific date);. (d) the Administrative Agent No event shall have received the instrumentsoccurred and be continuing, 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 Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, 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 or shall have been issued to any Lender on or prior to the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the 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 extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition to result from the effectiveness of this Amendment; and (f) the Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced prior to the 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 that constitutes 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 and the other Loan DocumentsDefault.

Conditions of Effectiveness. The effectiveness This Joinder Agreement shall become effective as of this Amendment is subject to the conditions precedent thatdate hereof upon satisfaction of the following conditions: (a) the Administrative Agent shall have received counterpart signature pages Agent's receipt of five (5) copies of this Amendment Joinder Agreement duly executed by the Borrowers, each of the Lenders required pursuant to Section 12.07 of the Credit Agreement, the Swingline Lender, each Issuing Bank Company and the Administrative Agent; (b) the Administrative Agent shall have received counterparts Agent's receipt of the Consent Amended and Reaffirmation attached as Exhibit A hereto duly Restated Term Loan Promissory Note and Amended and Restated Revolving Credit Note, which have been executed by the Guarantors (Company in the “Consent form of Exhibit A and Reaffirmation”)Exhibit B attached hereto; (c) Agent shall have received a copy of the Administrative resolutions in form and substance reasonably satisfactory to Agent, of the Sole Member of ▇▇▇▇▇▇▇▇ Acquisition authorizing (1) the execution, delivery and performance of this Joinder Agreement, (2) the execution, delivery and performance of the Factoring Agreement dated the date hereof between ▇▇▇▇▇▇▇▇ Acquisition and CIT and (3) the granting by ▇▇▇▇▇▇▇▇ Acquisition of the Liens upon the ▇▇▇▇▇▇▇▇ Acquisition Collateral, certified by the Secretary or an Assistant Secretary of ▇▇▇▇▇▇▇▇ Acquisition, as of the date of this Joinder Agreement; and, such certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate; (d) Agent shall have received a copy of the Articles of Organization and Operating Agreement of ▇▇▇▇▇▇▇▇ Acquisition, and all amendments thereto, such Articles of Organization shall have been certified by the Secretary of State or other appropriate official of its jurisdiction of formation; (e) Agent shall have received good standing certificates for ▇▇▇▇▇▇▇▇ Acquisition dated not more than thirty (30) days prior to the date of this Joinder Agreement, issued by the Secretary of State or other appropriate official of ▇▇▇▇▇▇▇▇ Acquisition's jurisdiction of formation; (f) Agent shall have received a Factoring Agreement executed by ▇▇▇▇▇▇▇▇ Acquisition, and all agreements, instruments and documents executed in connection with such Factoring Agreement; (g) Agent shall have received (i) counterparts of the Joinder a Stock Pledge Agreement attached as Exhibit B hereto executed by Chaus in regards to ▇▇▇▇▇▇▇ Chaus International (Taiwan), Inc., together with stock certificates and stock powers duly executed by the existing Borrowers, GGP Cumulus, GGP Nimbus and the Administrative Agent (the “Joinder”) in blank and (ii) a joinder to the Guaranty in the form attached thereto duly Membership Interest Pledge Agreement executed by GGP LLC (the “Guaranty Joinder”)Chaus in regards to ▇▇▇▇▇▇▇▇ Acquisition; (dh) Agent shall have received (i) a Security Agreement - Accounts, Inventory, General Intangibles, Equipment and Other Collateral and (ii) a Guaranty, both executed by ▇▇▇▇▇▇▇ Chaus International (Taiwan), Inc.; (i) Agent shall have received in form and substance satisfactory to Agent, updated Certificates of Insurance which add ▇▇▇▇▇▇▇▇ Acquisition as an insured party and cover the Administrative ▇▇▇▇▇▇▇▇ Acquisition Collateral, wheresoever located and in amounts and on terms acceptable to Agent and updated Loss Payee Policy Endorsements naming Agent as an additional insured; (j) Agent shall have received the instruments, certificates and documents set forth in Sections 5.01(v) through (x) and (xvii) executed opinion of the Credit Agreement in respect of GGP Cumulus and GGP Nimbus, each in its capacity as a Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, in each case dated as of the date of this Amendment, all counsel from ▇▇▇▇▇▇▇ Berlin Shereff ▇▇▇▇▇▇▇▇ LLP in form and substance reasonably acceptable satisfactory to Agent, which shall cover such matters incident to the Administrative Agenttransactions contemplated by this Joinder Agreement and the Financing Agreement, as amended; (ek) Agent shall have received, in form and substance satisfactory to Agent, executed copies of the Asset Purchase Agreement, the Consulting Agreement, the documentation with respect to the extent asset purchase of Seller, and all agreements, instruments and documents executed in connection with each of the foregoing; (l) Each document (including, without limitation, any Note Uniform Commercial Code financing statement) required by this Joinder Agreement or under law or reasonably requested by Agent to be filed, registered or recorded in order to create, in favor of Agent, a perfected security interest in or lien upon the ▇▇▇▇▇▇▇▇ Acquisition Collateral shall have been issued to any Lender on properly filed, registered or prior to recorded in each jurisdiction in which the date of this Amendmentfiling, replacement Notes executed by the Borrowers (including GGP Cumulus registration or recordation thereof is so required or requested, and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the 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 thereofan acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation and satisfactory evidence of the payment of any necessary fee, tax or expense relating thereto; (m) Agent shall have received an executed copy of the Payoff Letter between the Company and (ii) to the extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness The Merchants Bank of this AmendmentNew York; and (fn) the Administrative Agent shall have received payment and/or reimbursement such other certificates, instruments, documents and agreements as may reasonably be required by Agent or its counsel, each of the Administrative Agent’s which shall be in form and substance satisfactory to Agent and its affiliates actual reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced prior to the 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 and the other Loan Documentscounsel.

Conditions of Effectiveness. The effectiveness This Amendment shall become effective as of this the date (the “Fifth Amendment is subject to Effective Date”) when, and only when, each of the following conditions precedent thatshall have been satisfied: (a) The Administrative Agent shall have received, dated as of the Fifth Amendment Effective Date, an executed counterpart hereof from each of the Borrowers and the Required Lenders. (b) The Administrative Agent shall have received, dated as of the Fifth Amendment Effective Date, an executed counterpart of the Consent, Reaffirmation, and Agreement of Guarantor from each Guarantor. (c) The Administrative Agent shall have received counterpart signature pages of this Amendment duly executed by the Borrowers, each a certificate of the Lenders required pursuant to Section 12.07 secretary or an assistant secretary of the each Credit Agreement, the Swingline Lender, each Issuing Bank and the Administrative Agent; (b) the Administrative Agent shall have received counterparts of the Consent and Reaffirmation attached as Exhibit A hereto duly executed by the Guarantors (the “Consent and Reaffirmation”); (c) the Administrative Agent shall have received (i) counterparts of the Joinder Agreement attached as Exhibit B hereto duly executed by the existing Borrowers, GGP Cumulus, GGP Nimbus and the Administrative Agent (the “Joinder”) and (ii) a joinder 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 Party executing any Credit Agreement in respect of GGP Cumulus and GGP Nimbus, each in its capacity as a Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, in each case dated Documents as of the date of this AmendmentFifth Amendment Effective Date, all dated the Fifth Amendment Effective Date and in form and substance reasonably acceptable satisfactory to the Administrative Agent; (e) to the extent any Note shall have been issued to any Lender on or prior to the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that certifying (i) such replacement Notes shall not be required unless and until such time as that the relevant Lender has returned its original Note to the Administrative Agent (or its counsel) for concurrent cancellation with the issuance organizational documents of such replacement Note Credit Party have not been amended, amended and restated, or otherwise modified since the Third Amendment Effective Date (and the Partnership shall if such organizational documents have received confirmation been amended, amended and restated, or otherwise modified, attaching copies thereof) and (ii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of such Credit Party, authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party, and as to the extent incumbency and genuineness of the signature of each officer of such Notes have not been returned Credit Party executing this Agreement or any of such other Credit Documents, and attaching all such copies of the documents described above, as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness of this Amendment; andapplicable. (fd) The Borrowers shall have paid to the Administrative Agent a nonrefundable fee in the amount of 0.125% multiplied by the sum of the then outstanding: (i) Term Loans; (ii) Revolving Credit Loan Commitments; and (iii) interest at the PIK Interest Rate with respect to the Term Loans and Non-Revolving Revolving Loans, which fee shall be deemed fully earned as of the Fifth Amendment Effective Date and shall be for the pro-rata benefit of each Lender who approves this Amendment. (e) To the extent invoiced at least one (1) Business Day prior to the Fifth Amendment Effective Date, the Borrowers shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates actual paid all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Amendment (including, to the extent invoiced prior to the date of this Amendmentwithout limitation, the actual reasonable fees and documented out-of-pocket fees and expenses of one counsel and the financial advisor 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 wholeAgent with respect thereto)) in connection with this Amendment and the other Loan Documents.

Conditions of Effectiveness. The effectiveness of this This Amendment is subject to the conditions precedent that: and Waiver shall become effective following: (a) the Administrative Agent shall have received counterpart signature pages Company's repayment of this Amendment duly executed by the Borrowers, each $500,000 of Revolving Credit Loans outstanding as of the Lenders required pursuant date hereof, such repayment to Section 12.07 be made in accordance with and subject to the terms and conditions of the Credit Agreement, the Swingline Lender, each Issuing Bank and the Administrative Agent; (b) the Administrative Agent shall have received counterparts Company's prepayment of $1,400,000 of Term Loan B outstandings, such prepayment to be made in accordance with and subject to the terms and conditions of the Consent Credit Agreement, including, without limitation, the payment of any amounts due under Section 3.08 of the Credit Agreement, such amount under Section 3.08 not to exceed $3,500, and Reaffirmation attached as Exhibit A hereto (c) upon receipt by the Lender on the date hereof of each of the following: (i) this Amendment and Waiver, duly executed by the Guarantors Company; (ii) an amendment and waiver fee of $25,000, together with the fees and expenses of the Lender's legal counsel; (iii) the amended and restated Security Agreement in the form attached hereto as Exhibit 1 duly executed by the Company and each Guarantor; (iv) evidence that the Company has duly completed and submitted an application to the Export-Import Bank of the United States to obtain credit insurance insuring all Receivables owing to the Company from Foreign Account Debtors located in, or arising from sales in, the countries of Australia, Germany, Italy and Austria (the “Consent and Reaffirmation”"Credit Insurance"); (cv) the Administrative Agent shall have received (i) counterparts of the Joinder a First Note Modification Agreement attached as Exhibit B hereto duly executed by the existing Borrowers, GGP Cumulus, GGP Nimbus and the Administrative Agent (the “Joinder”) and (ii) a joinder to the Guaranty Company in the form attached thereto duly executed by GGP LLC (the “Guaranty Joinder”)hereto as Exhibit 2; (dvi) a certificate of insurance confirming that the Administrative Agent shall have received Company has obtained insurance covering the instruments, certificates Company's "Test Currency" (as more particularly described on Schedule I attached hereto) in an amount not less than $1,000,000 and documents set forth in Sections 5.01(v) through (x) and (xvii) of naming the Credit Agreement in respect of GGP Cumulus and GGP Nimbus, each in its capacity Lender as a Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, in each case dated as of the date of this Amendment, all in form and substance reasonably acceptable to the Administrative Agentloss payee thereon; (evii) to a certificate of the extent any Note shall have been issued to any Lender on or prior to Secretary of the date Company certifying that attached thereto is a true and complete copy of the resolutions adopted by the Board of Directors of the Company authorizing the execution, delivery and performance of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus Amendment and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the 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 extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness of this AmendmentWaiver; and (fviii) a general release duly executed by the Administrative Agent shall have received payment and/or reimbursement of Company in the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced prior to the 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 form attached hereto 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 and the other Loan DocumentsExhibit 3.

Conditions of Effectiveness. The effectiveness This Agreement shall become effective as of this Amendment is subject to the date (the “First Restatement Effective Date”) on which the following conditions precedent that:shall have been satisfied (or waived): (a) the The Administrative Agent Agents shall have received counterpart signature pages counterparts of this Amendment duly Agreement executed by the Borrowers, each of Borrowers and the Lenders required pursuant to Section 12.07 of prior to, 5:00 p.m., New York City time on April 30, 2015 (the Credit Agreement, the Swingline Lender, each Issuing Bank and the Administrative Agent“Consent Deadline”); (b) After giving effect to this Agreement and the Administrative Agent transactions contemplated hereby, the representations and warranties set forth in Article 5 of the Credit Agreement (as amended, restated and modified by this Agreement) are true and correct in all material respects as of the First Restatement Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the First Restatement Effective Date, no Default or Event of Default shall have received counterparts of the Consent occurred and Reaffirmation attached as Exhibit A hereto duly executed by the Guarantors (the “Consent and Reaffirmation”)be continuing; (c) the The Administrative Agent Agents shall have received (i) counterparts a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Joinder Agreement attached as Exhibit B hereto duly executed by Borrower Parties, addressed to the existing Borrowers, GGP Cumulus, GGP Nimbus Lender Group and reasonably satisfactory to the Administrative Agent (the “Joinder”) and (ii) a joinder to the Guaranty in the form attached thereto duly executed by GGP LLC (the “Guaranty Joinder”)Agents; (d) the The Administrative Agent Agents shall have received received, with respect to each Borrower Party, a loan certificate signed by the instrumentssecretary or assistant secretary of such Person, certificates certifying a true, complete and documents set forth in Sections 5.01(v) through (x) and (xvii) correct copy of the Credit Agreement in respect resolutions of GGP Cumulus such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and GGP Nimbus, each in its capacity as a Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, in each case dated as of the date performance by such Person of this Amendment, all in form and substance reasonably acceptable to the Administrative AgentAgreement; (e) to the extent any Note shall have been issued to any Lender on or prior to the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the relevant Lender has returned its original Note to the The Administrative Agent (or its counsel) for concurrent cancellation with the issuance of such replacement Note (and the Partnership Agents shall have received confirmation thereof) and (ii) to a certificate of the extent such Notes have not been returned as described secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (i), no such replacement Notes shall constitute a condition to the effectiveness b) of this AmendmentSection 4; and (f) the Administrative Agent The Borrowers shall have received payment and/or reimbursement paid all reasonable and documented costs and expenses of the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced prior to the 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)) Agents in connection with this Amendment Agreement (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP, as counsel to the other Administrative Agents). (g) The Administrative Agents shall have received, for the ratable account of each 2021 Term Loan DocumentsLender (as defined in the First Amended and Restated Credit Agreement) that consents to this Agreement, a non-refundable upfront fee equal to 0.25% of the aggregate principal amount of the outstanding 2021 Term Loans (as defined in the First Amended and Restated Credit Agreement) as of the First Restatement Effective Date (the “Upfront Fee”). At the option of the Administrative Agents, the Upfront Fee may be structured as original issue discount.

Conditions of Effectiveness. The effectiveness of the Consents, this Amendment is and the making of the Term A-3 Loans are subject to the satisfaction or waiver of the following conditions precedent that:(the date of such satisfaction or waiver being the “Second Amendment Effective Date”): (a) the Administrative Agent shall have received counterpart signature pages copies of counterparts of this Amendment duly executed by each Loan Party, the BorrowersAdministrative Agent, the Required Lenders (as defined in the Credit Agreement and as determined immediately prior to giving effect to this Amendment and the Term Loan A-3 Facility) and each of the Lenders required pursuant to Section 12.07 of the Credit Agreement, the Swingline Lender, each Issuing Bank and the Administrative Agent; Term A-3 Lenders; (b) the Administrative Agent shall have received counterparts of the Consent and Reaffirmation attached as Exhibit A hereto duly executed by the Guarantors (the “Consent and Reaffirmation”); (c) the Administrative Agent shall have received (i) counterparts an opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, New York counsel to the Joinder Agreement attached as Exhibit B hereto duly executed by the existing Borrowers, GGP Cumulus, GGP Nimbus and the Administrative Agent (the “Joinder”) Loan Parties and (ii) a joinder an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, Maryland counsel to the Guaranty in Loan Parties, each addressed to the form attached thereto duly executed by GGP LLC Administrative Agent and the Lenders; (the “Guaranty Joinder”); (dc) the Administrative Agent shall have received the instrumentssuch certificates of resolutions or other action, incumbency certificates and documents set forth in Sections 5.01(v) through (x) and (xvii) and/or other certificates of the Credit Agreement in respect of GGP Cumulus and GGP Nimbus, each in its capacity Responsible Officers as a Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, 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 the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the relevant Lender has returned its original Note to the Administrative Agent (or its counsel) for concurrent cancellation with may reasonably require evidencing the issuance identity, authority and capacity of such replacement Note (and the Partnership shall have received confirmation thereof) and (ii) each Responsible Officer authorized to the extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness of this Amendment; and (f) the Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced prior to the 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 act as a whole (and, if necessary, one local counsel in any relevant material jurisdiction to such Persons, taken as a whole)) Responsible Officer in connection with this Amendment and the other Loan Documents; (d) the Administrative Agent shall have received copies, certified by a Responsible Officer of each Loan Party, of (i) the certificate or articles of incorporation or formation, articles of organization, or other comparable organizational instrument of such Loan Party, (ii) the by-laws or operating agreement (or the equivalent governing documents) of such Loan Party and (iii) all necessary resolutions or other action taken by the board of directors of such Loan Party to authorize the execution, delivery and performance of this Amendment by such Loan Party; (e) the Administrative Agent shall have received such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is validly existing, in good standing and qualified to engage in business in its state of organization and in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (f) the Administrative Agent shall have received a certificate executed by a Responsible Officer of the Borrower certifying that, as of the Second Amendment Effective Date, (i) no Default or Event of Default exists, and, immediately after giving effect to the Term Loan A-3 Facility, no Default or Event of Default exists and (ii) the Specified Representations are true and correct in all material respects (or in all respects in the case of any Specified Representation qualified by materiality or Material Adverse Effect), except to the extent that such Specified Representations specifically refer to an earlier date, in which case they were true and correct in all material respects (or in all respects in the case of any Specified Representation qualified by materiality or Material Adverse Effect) as of such earlier date; 4 (g) the Borrower shall have provided to the Administrative Agent and the applicable Lender the documentation and other information reasonably requested in writing by the Administrative Agent or such Lender at least ten (10) Business Days prior to the Second Amendment Effective Date that is required by regulatory authorities applicable to such Lender under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, in each case at least five (5) Business Days prior to the Second Amendment Effective Date; (h) to the extent that the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall have delivered to the Administrative Agent and any Lender, in each case to the extent reasonably requested by the Administrative Agent or such Lender in writing at least ten (10) Business Days prior to the Second Amendment Effective Date, a Beneficial Ownership Certification in relation to the Borrower, in each case at least five (5) Business Days prior to the Second Amendment Effective Date; and (i) the Administrative Agent shall have received payment of all fees and expenses (including fees and expenses of counsel for the Administrative Agent) required to be paid by the Borrower to the Administrative Agent or any Term A-3 Lender on or prior to the Second Amendment Effective Date in connection with this Amendment; provided that invoices for such fees and expenses have been presented to the Loan Parties a reasonable period of time (and in any event not less than one (1) Business Day) prior to the Second Amendment Effective Date.

Conditions of Effectiveness. The effectiveness of the amendment and restatement of the Existing Credit Agreement pursuant to Section 1 or Section 2 of this Amendment is Agreement shall be subject to the satisfaction of the following conditions precedent thatprecedent: (a) the The Administrative Agent (or its counsel) shall have received counterpart signature pages from each of this Amendment duly executed by the Borrowers, each of the Subsidiary Guarantors, the Lenders required pursuant to Section 12.07 of under the Existing Credit Agreement, the Swingline LenderDeparting Lenders, the Additional Term Lenders, the Administrative Agent, each Issuing Bank and the Swingline Lender either a counterpart of this Agreement signed on behalf of such party or written evidence satisfactory to the Administrative Agent;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. (b) the The Administrative Agent shall have received counterparts favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of (i) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Hampton LLP, U.S. counsel to the Consent Loan Parties, (ii) K&L Gates LLP, U.K. counsel to the Loan Parties, (iii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Amsterdam N.V., Dutch counsel to the Loan Parties, (iv) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Advokatbyra KB, Swedish counsel to the Loan Parties, and Reaffirmation attached (v) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, internal counsel to the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent and covering such matters relating to the Loan Parties, the Loan Documents, this Agreement and the transactions contemplated hereby as Exhibit A hereto duly executed by the Guarantors (the “Consent and Reaffirmation”);Administrative Agent shall reasonably request. The Company hereby requests such counsel to deliver such opinions. (c) The Lenders shall have received satisfactory financial statement projections through and including the Company’s 2020 fiscal year, together with such information as the Administrative Agent and the Lenders shall reasonably request (including, without limitation, a detailed description of the assumptions used in preparing such projections). (d) The Administrative Agent shall have received such documents, certificates and other deliveries as the Administrative Agent or its counsel may reasonably request and as further set forth on the List of Closing Documents attached as Exhibit B hereto, including, without limitation, relating to the organization, existence and good standing (or the equivalent in the applicable jurisdiction) of the 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 reasonably satisfactory to the Administrative Agent and its counsel. (e) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by a Responsible Officer of the Company, certifying that, after giving effect to this Agreement and any Borrowings on the Restatement Effective Date, (i) all of the representations and warranties of the Company set forth in the Restated Credit Agreement are true and correct in all material respects (or in all respects if the applicable representation and warranty is qualified by materiality or Material Adverse Effect) and (ii) no Default or Event of Default has occurred and is then continuing. (f) The Administrative Agent shall have received (i) counterparts of the Joinder Agreement attached as Exhibit B hereto duly executed by the existing Borrowers, GGP Cumulus, GGP Nimbus all fees and the Administrative Agent (the “Joinder”) other amounts due and (ii) a joinder 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 Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, 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 payable on or prior to the date of this AmendmentRestatement Effective Date, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); providedincluding, however, that (i) such replacement Notes shall not be required unless and until such time as the 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 extent such Notes have not been returned as described in clause (i)invoiced, no such replacement Notes shall constitute a condition to the effectiveness reimbursement or payment of this Amendment; and (f) the Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates actual reasonable and documented all out-of-pocket costs expenses required to be reimbursed or paid by the Borrowers under the Loan Documents and expenses (includingii) all accrued and unpaid interest under the Existing Credit Agreement and all accrued and unpaid fees under Sections 2.12(a) and 2.12(b) of the Existing Credit Agreement. If any LC Disbursements and/or Swingline Loans are outstanding as of the Restatement Effective Date, such LC Disbursements and/or Swingline Loans shall be repaid, together with any interest accrued thereon. Notwithstanding anything in this Agreement or the Existing Credit Agreement to the extent invoiced prior contrary, the Borrowers shall not be required to compensate the Lenders pursuant to Section 2.16 of the Existing Credit Agreement for any loss, cost or expense incurred by the Lenders as a result of the amendment and restatement of the Existing Credit Agreement or the re-evidencing of the Existing Loans, in each case pursuant to the date terms of this Amendment, the actual reasonable and documented out-of-pocket fees and expenses of one counsel for the Administrative Agent, the Issuing Banks Agreement 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 Restated Credit Agreement. The Administrative Agent shall notify the Borrowers and the other Loan DocumentsLenders of the Restatement Effective Date, and such notice shall be conclusive and binding.

Conditions of Effectiveness. The effectiveness This Fourth Amendment shall become effective as of this the date (the “Fourth Amendment is subject to the conditions precedent thatEffective Date”) when: (a) the Administrative Agent shall have received counterpart signature pages received: (i) counterparts of this Fourth Amendment duly executed by each of the Borrowers, the Lenders and, acknowledged by the Administrative Agent; and (ii) the Fourth Amendment Documents executed by the Borrowers, each of the Lenders required pursuant to Section 12.07 of the Credit Agreement, the Swingline Lender, each Issuing Bank and the Administrative Agentparties thereto; (b) the Company shall have paid to the Administrative Agent shall have received counterparts and/or Banc of America Securities LLC (“BAS”) those fees as set forth in that certain Fee letter between the Consent Company, the Administrative Agent and Reaffirmation attached as Exhibit A hereto duly executed by the Guarantors BAS dated May 21, 2010 (the “Consent and ReaffirmationFee Letter”);, including without limitation an upfront fee for the account of each (i) New Lender executing this Fourth Amendment in the amount of 0.50% of such New Lender’s Commitment, (ii) Existing Lender executing this Fourth Amendment in the amount 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, and (iii) Existing Lender executing this Fourth Amendment in the amount of 0.50% of the incremental portion of such Existing Lender’s Commitment that represents an increase from such Existing Lender’s Commitment prior to the Fourth Amendment Effective Date. (c) the Administrative Agent shall have received a: (i) counterparts Secretary’s Certificate for each of the Joinder Agreement attached Borrowers: (A) attesting as Exhibit B hereto duly executed by to the existing incumbency of authorized officers; (B) certifying that there have been no changes in the certificate of incorporation or bylaws of the Borrowers, GGP Cumulussince 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, GGP Nimbus the other Fourth Amendment Documents and the Administrative Agent (the “Joinder”) all other documents and actions required hereunder; and (ii) a joinder 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 Guaranty in the form attached thereto duly executed by GGP LLC (the “Guaranty Joinder”)due organization and good standing of each Borrower; (d) the Administrative Agent shall have received a favorable opinion of Drinker ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the instrumentsdomestic Borrowers and ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, certificates and documents set forth in Sections 5.01(v) through (x) and (xvii) of counsel to the Credit Agreement in respect of GGP Cumulus and GGP Nimbus, each in its capacity as a Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, in each case dated as of the date of this Amendment, all Foreign Obligors in form and substance reasonably acceptable to the Administrative AgentAgent and its counsel and addressed to the Administrative Agent and each Lender; (e) to the extent any Note Company shall have been issued to any Lender on or prior to the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the 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 extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness of this Amendment; and (f) the Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates actual paid all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent (includingincluding the reasonable fees, charges and disbursements of counsel to the extent Administrative Agent invoiced prior to the date of this Amendment, the actual Company in 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)detail) incurred in connection with this Amendment Fourth Amendment; and (f) no Default shall have occurred and be continuing, or would occur as a result of the other Loan Documentstransactions contemplated by this Fourth Amendment.

Conditions of Effectiveness. The effectiveness This Amendment shall become effective as of this the dated first reference above (the “Amendment is subject to Effective Date”), only if each of the following conditions precedent thatshall have been satisfied: (a) the Administrative The Agent shall have received counterpart signature pages of this on or before the Amendment duly executed by Effective Date the Borrowersfollowing, each of dated such day (unless otherwise specified), in form and substance satisfactory to the Lenders required pursuant to Section 12.07 of the Credit Agreement, the Swingline Agent (unless otherwise specified) and in sufficient copies for each Lender, each Issuing Bank and the Administrative Agent;: (bi) the Administrative The Agent shall have received counterparts of this Amendment, 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 form reasonably satisfactory to the Consent Agent, each Lender (other than any departing Lender) and Reaffirmation attached as Exhibit A hereto duly the Loan Parties; (ii) The Agent shall have received replacement Notes executed by the Guarantors Borrowers, payable to each Lender, in a principal amount equal to such Lender’s Commitment as of the Amendment 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 Reaffirmation”)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 general partner or managing member of such Loan Party, authorized to sign this Amendment, amendments to Mortgages, guarantees and other agreements executed in connection with the transactions contemplated by this Amendment. (b) The Outstanding Principal Balance provided under the Loan Agreement shall have been paid down to an amount not greater than $285,000,000; (c) the Administrative Agent The Loan Parties shall have received (i) counterparts of satisfied each Lender’s “know your customer” and anti-money-laundering rules and regulations, including the Joinder Agreement attached as Exhibit B hereto duly executed by the existing BorrowersPatriot Act, GGP Cumulus, GGP Nimbus and the Administrative Agent (the “Joinder”) and (ii) a joinder provided to each Lender the Guaranty documentation and other information so requested in connection with the form attached thereto duly executed by GGP LLC (the “Guaranty Joinder”)same; (d) the Administrative The Agent shall have received a certification of beneficial ownership for each Borrower as required by 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 Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, in each case dated as of the date of this Amendment, all in form and substance reasonably acceptable to the Administrative AgentBeneficial Ownership Regulation; (e) to the extent any Note The Borrowers shall have been issued to any Lender on or prior to paid all accrued fees of the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the 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) Lenders and (ii) to the extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness of this Amendment; and (f) the Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates actual all reasonable and documented out-of-pocket costs and expenses of the Agent (including, to including the extent invoiced prior to the date of this Amendment, the actual reasonable and documented out-of-pocket fees and expenses of one counsel for to 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 the Loan, this Amendment and the other transactions contemplated by the Loan DocumentsDocuments 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 Amendment Effective Date) shall have been extended 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. The effectiveness of this Amendment is subject to the conditions precedent that: (a) the Administrative Agent shall have received counterpart signature pages counterparts of this Amendment duly executed by the Borrowers, each of the Lenders required pursuant to Section 12.07 of the Credit AgreementParent (in its capacity as a Guarantor), the Swingline Required Lenders (including each Lender whose Commitment is being increased pursuant hereto (each such Lender, each Issuing Bank an “Increasing Lender”)), the New Lenders and the Administrative Agent; (b) the Administrative Agent shall have received counterparts of the Consent and Reaffirmation attached as Exhibit A hereto duly executed by the Guarantors (the “Consent and Reaffirmation”)Subsidiary Guarantors; (c) the 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) counterparts of ▇▇▇▇▇▇▇ Procter LLP, U.S. counsel for the Joinder Agreement attached as Exhibit B hereto duly executed by the existing BorrowersLoan Parties, GGP Cumulus, GGP Nimbus and the Administrative Agent (the “Joinder”) and (ii) a joinder ▇▇▇▇▇▇▇, 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 reasonably acceptable to the Guaranty in the form attached thereto duly executed by GGP LLC (the “Guaranty Joinder”);Administrative Agent. (d) the Administrative Agent shall have received from the instrumentsCompany for the account of each Lender that executes and delivers its counterpart hereto as, certificates and documents set forth by such time, as is requested by the Administrative Agent, an amendment fee in Sections 5.01(v) through (x) and (xvii) an amount equal to 0.025% of such Lender’s Commitment under the Credit Agreement in respect of GGP Cumulus and GGP Nimbus, each in its capacity as a Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, in each case dated as of the date of this Amendment, all in form and substance reasonably acceptable immediately prior to the Administrative AgentAmendment No. 2 Effective Date; (e) the Administrative Agent shall have received from the Company for the account of each Increasing Lender and New Lender, an upfront fee equal to the extent any Note shall have been issued applicable percentage (previously disclosed to any such Lender on by the Administrative Agent or its affiliates) of the amount of (i) in the 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 date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the 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) Amendment No. 2 Effective Date and (ii) in the case of a New Lender, such Lender’s Commitment after giving effect to the extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness of this Amendment; and (f) the Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs fees and expenses (including, to the extent invoiced prior to the date of this Amendmentinvoiced, the actual reasonable and documented out-of-pocket fees and expenses of one counsel counsels 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 and the other Loan Documents.

Conditions of Effectiveness. The effectiveness of this Amendment on the Amendment No. 1 Effective Date is subject to the conditions precedent that: (a) the Administrative Agent shall have received counterpart signature pages of this Amendment duly executed by the Borrowers, each of the Lenders required pursuant to Section 12.07 of the Credit Agreement, the Swingline Lender, each Issuing Bank and the Administrative Agent; (b) the Administrative Agent shall have received counterparts of the Consent and Reaffirmation attached as Exhibit A hereto duly executed by the Guarantors (the “Consent and Reaffirmation”); (c) that the Administrative Agent shall have received (i) counterparts of the Joinder Agreement attached as Exhibit B hereto this Amendment duly executed by the existing BorrowersBorrower, GGP Cumulus, GGP Nimbus the Lenders and the Administrative Agent (the “Joinder”) and Agent, (ii) a joinder 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 Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, 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 the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the 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 extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness of this Amendment; and (f) the Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced prior to the date of this Amendmentinvoiced, 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, (iii) favorable written opinions (addressed to the Credit Parties and dated the Amendment No. 1 Effective Date) from (x) Goodsill ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP and (y) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Esq., Executive Vice President, General Counsel, Secretary and Chief Administrative Officer of the Borrower, (iv) a certificate of the 4# secretary of Borrower certifying (a) that there have been no changes in the articles of incorporation or bylaws of Borrower since May 2, 2014 (or if changes have occurred, attaching the current articles of incorporation or bylaws), (b) resolutions of its board of directors authorizing the execution, delivery and performance of the Amendment, (c) to the extent modified from the incumbency and specimen signatures delivered to the Administrative Agent as of May 2, 2014, the incumbency and specimen signature of each of its officers authorized to sign this Amendment and (d) a certificate of good standing for the Borrower, dated on or immediately prior to the Amendment No. 1 Effective Date from the Director of the Department of Commerce and Consumer Affairs of the State of Hawaii and (v) such other Loan Documentsdocuments, instruments and agreements as the Administrative Agent may reasonably request.

Conditions of Effectiveness. The effectiveness of this Amendment (the “Amendment No. 1 Effective Date”) is subject to the following conditions precedent thatprecedent: (a) the The Administrative Agent shall have received counterpart signature pages counterparts of this Amendment duly executed by the BorrowersBorrower, the Required Lenders (including each of the Lenders required existing Lender (if any) whose Commitment is increasing pursuant to Section 12.07 the terms of the Credit Agreement, the Swingline Lender, each Issuing Bank this Amendment) and the Administrative Agent;. (b) the The Administrative Agent shall have received counterparts a favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Amendment No. 1 Effective Date) of (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C., special financing counsel for the Consent Borrower and Reaffirmation attached (ii) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special securities counsel for the Borrower, in each case in form and substance reasonably satisfactory to the Administrative Agent and its counsel and covering such matters relating to the Borrower, the Loan Documents, this Amendment or the Transactions as Exhibit A hereto duly executed by the Guarantors (the “Consent and Reaffirmation”);Administrative Agent shall reasonably request. The Borrower hereby requests such counsels to deliver such opinions. (c) the The Administrative Agent shall have received (i) counterparts a certificate signed by a Financial Officer of the Joinder Agreement attached as Exhibit B hereto duly executed by the existing BorrowersBorrower certifying that, GGP Cumulusafter giving effect to this Amendment, GGP Nimbus and the Administrative Agent (the “Joinder”) and (ii) a joinder to the Guaranty in the form attached thereto duly executed by GGP LLC (the “Guaranty Joinder”); (dA) the Administrative Agent shall Borrower is in compliance (on a pro forma basis assuming the increased Commitments have received been fully drawn as Revolving Loans) with the instruments, certificates and documents set forth covenants contained in Sections 5.01(v) through (x) and (xvii) Section 6.05 of the Credit Agreement for the fiscal year ended ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇) the representations and warranties of the Borrower set forth in respect of GGP Cumulus the Credit Agreement (as amended by this Amendment) (other than the representations and GGP Nimbus, each warranties contained in its capacity as a Borrower, Section 3.04(b) and Section 3.06(a)) are true and correct in respect of GGP LLC, all material respects (except that any representation and warranty that is qualified by materiality or Material Adverse Effect shall be true and correct in its capacity as a Guarantor, in each case dated all respects) on and as of the date of this Amendmentsuch certificate; except, in each case, to the extent such representation and warranty specifically refers to an earlier date, in which case it shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality or Material Adverse Effect shall be true and correct in all respects) as of such earlier date, and (C) no Default or Event of Default has occurred and is continuing, and (ii) such other 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 authorization of the Transactions and any other legal matters relating to the Borrower, the Loan Documents or the Transactions, 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 the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the relevant Lender has returned its original Note satisfactory to the Administrative Agent (or and its counsel) for concurrent cancellation with the issuance of such replacement Note (and the Partnership shall have received confirmation thereof) and (ii) to the extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness of this Amendment; and. (fd) the The Administrative Agent shall have received (i) for the account of each Lender participating in the increase to the Commitments pursuant 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 applicable amount previously disclosed to the Lenders and (ii) payment and/or reimbursement of the Administrative Agent’s and its affiliates actual affiliates’ fees and reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced prior to the date of this Amendment, the actual including 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 and the other Loan Documents. (e) The Administrative Agent shall have made such reallocations of each Lender’s Applicable Percentage of the Revolving Credit Exposure under the Credit Agreement as are necessary in order that the Revolving Credit Exposure with respect to such Lender reflects such Lender’s Applicable Percentage of the Revolving Credit Exposure under the Credit Agreement as amended hereby. The Borrower hereby agrees to compensate each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurocurrency Loans and the reallocation described in this clause (e), in each case on the terms and in the manner set forth in Section 2.16 of the Credit Agreement.

Conditions of Effectiveness. The effectiveness This Amendment and the amendment of this 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 “Amendment is subject to No. 1 Effective Date”) when each of the following conditions precedent thatshall have been satisfied: (a) the The Administrative Agent shall have received counterpart signature pages of this Amendment Amendment, duly executed and delivered by (A) the BorrowersBorrower, (B) Holdings, (C) the other Guarantors, (D) the Letter of Credit Issuer, (E) the Swingline Lender and (F) the Lenders. (b) The Administrative Agent (or its counsel) shall have received the executed legal opinion, in customary form, of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Credit Parties. The Borrower hereby instructs and agrees to instruct the other Credit Parties to have such counsel deliver such legal opinions. (c) The Administrative Agent (or its counsel) shall have received a certificate of (x) each of Holdings, the Lenders required pursuant Borrower and the other Guarantors, dated the Amendment No. 1 Effective Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings, the Borrower and each other Guarantor, as applicable, and attaching the documents referred to in clause (d) and (y) an Authorized Officer of the Borrower certifying compliance with Section 12.07 3 hereof and Section 7.1 of the Credit Agreement, the Swingline Lender, each Issuing Bank and the Administrative Agent;. (bd) the Administrative Agent shall have received counterparts of the Consent and Reaffirmation attached as Exhibit A hereto duly executed by the Guarantors (the “Consent and Reaffirmation”); (c) the The Administrative Agent shall have received (i) counterparts a copy of the Joinder resolutions of the board of directors or other managers of the Borrower, Holdings and the other Guarantors (or a duly authorized committee thereof) authorizing the execution, delivery, and performance of the Amendment and the other Credit Documents (and any agreements relating thereto) to which it is a party, (ii) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement attached or other comparable organizational documents, as Exhibit B hereto duly executed by applicable, of the existing BorrowersBorrower, GGP Cumulus, GGP Nimbus Holdings and the other Guarantors (or a confirmation that there have been no changes to such documents since those that were delivered to the Administrative Agent (on the “Joinder”) Restatement Effective Date), and (iiiii) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings, the Borrower and the other Guarantors executing the Credit Documents to which it is a joinder party (or a confirmation that there have been no changes to the Guaranty in the form attached thereto duly executed by GGP LLC (the “Guaranty Joinder”); (d) such documents since those that were delivered to the Administrative Agent shall have received on 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 Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, in each case dated as of the date of this Amendment, all in form and substance reasonably acceptable to the Administrative Agent;Restatement Effective Date). (e) The Administrative Agent and the Lenders shall have received (i) at least two Business Days prior to the Amendment No. 1 Effective Date such documentation and information as is reasonably requested in writing at least ten calendar days prior to the Amendment No. 1 Effective Date by the Administrative Agent or the Lenders about the Credit Parties to the extent any Note shall have been issued to any Lender on or prior to required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the 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) Patriot Act and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, any Lender that has requested in a written notice to the Borrower at least two Business days prior to the Amendment No. 1 Effective Date, a Beneficial Ownership Certification (as defined in the Amended Credit Agreement) in relation to the Borrower shall have received such Notes have not been returned as described Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Amendment, the condition set forth in this clause (i), no such replacement Notes ii) shall constitute a condition be deemed to the effectiveness of this Amendment; andbe satisfied. (f) Payment of all reasonable fees and expenses due to (a) the Administrative Agent shall have received payment and/or reimbursement of (as agreed to in writing between the Administrative Agent’s Agent and its affiliates actual the Borrower) (including, without limitation, fees and reasonable and documented out-of-pocket costs expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Administrative Agent) and expenses (b) the Arrangers (including, to the extent invoiced prior to the date of this Amendmentwithout limitation, the actual fees and reasonable and documented out-of-pocket fees and expenses of one counsel for to the Administrative AgentArrangers), in each case required to be paid on 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 and the other Loan Documents.No. 1

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that: that (a) the Administrative Agent shall have received counterpart signature pages of this Amendment duly executed by the Borrowers, each of the Lenders required pursuant to Section 12.07 of the Credit Agreement, the Swingline Lender, each Issuing Bank and the Administrative Agent; (b) the Administrative Agent shall have received counterparts of the Consent and Reaffirmation attached as Exhibit A hereto duly executed by the Guarantors (the “Consent and Reaffirmation”); (c) the Administrative Agent shall have received (i) an agreement to support the Restructuring has been signed by the Company (on behalf of itself and all direct and indirect subsidiaries) and Lenders having Revolving Credit Exposures, outstanding principal amount of Term Loans and unused Commitments representing at least 90% of the sum of the total Revolving Credit Exposures, the aggregate principal amount of Term Loans and the unused Commitments, (ii) counterparts of this Amendment duly executed by the Joinder Agreement Borrowers, the Supermajority Lenders and the Administrative Agent, (iii) the Consent and Reaffirmation attached as Exhibit B hereto duly executed by the existing BorrowersSubsidiary Guarantors, GGP Cumulus, GGP Nimbus and the Administrative Agent (the “Joinder”) and (iiiv) a joinder 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 amendment in respect of GGP Cumulus and GGP Nimbus, each in its capacity as a Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, in each case dated as of the date of this Amendment, all Yellow Receivables Facility 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 the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the relevant Lender has returned its original Note satisfactory to the Administrative Agent (or its counsel) for concurrent cancellation with the issuance of such replacement Note (and the Partnership shall have received confirmation thereofRequired Lenders hereby consent to such Amendment) and (ii) to the extent such Notes have not been returned as described amendment shall be in clause (i), no such replacement Notes shall constitute a condition to the effectiveness of full force and effect contemporaneously with this Amendment; and , (fv) a duly executed amendment in respect of the Specified Pension Fund Deferral Transaction Documents in form and substance reasonably satisfactory to the Administrative Agent and such amendment shall be in full force and effect contemporaneously with this Amendment, (vi) evidence reasonably satisfactory to the Administrative Agent that the Teamsters National Freight Industry Negotiating Committee of the International Brotherhood of Teamsters shall have received payment and/or reimbursement of confirmed that this Amendment is acceptable, and (vii) those documents and instruments as may be reasonably requested by the Administrative Agent’s Agent and its affiliates actual reasonable and documented (b) the Company shall have paid all previously invoiced, reasonable, out-of-pocket costs and expenses of the Administrative Agent (including, to the extent invoiced prior to the date of this Amendmentinvoiced, the actual reasonable and documented out-of-pocket attorneys’ 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)expenses) in connection with this Amendment and the other Loan Documents, in each case to the extent reimbursable under the terms of the Credit Agreement.

Conditions of Effectiveness. The effectiveness of this Amendment and the amendment of the Existing Credit Agreement and Existing Security Agreement set forth herein is subject to the satisfaction, on or before August 17, 2017, of the following conditions precedent that:(the date on which all of such conditions shall first be satisfied (or waived), which in the case of clause (b) may be substantially concurrent with the satisfaction of the other conditions specified below, the “Amendment Effective Date”): (a) the The Administrative Agent shall have received counterpart signature pages of this Amendment duly executed by the Borrowers, each Agent’s (or its counsel’s) receipt of the Lenders required pursuant to Section 12.07 of the Credit Agreement, the Swingline Lender, each Issuing Bank and the Administrative Agent;following: (b) the Administrative Agent shall have received counterparts of the Consent and Reaffirmation attached as Exhibit A hereto duly executed by the Guarantors (the “Consent and Reaffirmation”); (c) the Administrative Agent shall have received (i) counterparts of the Joinder Agreement attached as Exhibit B hereto duly this Amendment executed by (i) the existing BorrowersBorrower, GGP Cumulusthe Guarantors and all Lenders under the Existing Credit Agreement, GGP Nimbus and the Administrative Agent (the “Joinder”) and (ii) a joinder the New Revolving Lenders and New Term Lenders; or, as to any of the foregoing Lenders, New Revolving Lenders or New Term Lenders, advice satisfactory to the Guaranty in the form attached thereto duly Administrative Agent that such Lender has executed by GGP LLC (the “Guaranty Joinder”)this Amendment; (dii) the Administrative Agent shall have received Notes payable to the instruments, certificates and documents set forth order of the Lenders to the extent requested in Sections 5.01(v) through (x) and (xviiaccordance with Section 2.16(a) of the Amended Credit Agreement; (iii) certified copies of the resolutions of the boards of directors of each of the Borrower and each Guarantor approving the execution and delivery of the Amendment and each other Loan Document to which it is, or is intended to be a party, and of all documents evidencing other necessary constitutive action and, if any, material governmental and other third party approvals and consents, if any, with respect to the Amendment, the other Transactions and each other Loan Document; (iv) a copy of the charter or other constitutive document of each Loan Party and each amendment thereto, certified (as of a date reasonably acceptable to the Administrative Agent) by the Secretary of State of the jurisdiction of its incorporation or organization, as the case may be, thereof as being a true and complete copy thereof; (v) a certificate of each Loan Party signed on behalf of such Loan Party by a Responsible Officer, dated the Amendment Effective Date (the statements made in which certificate shall be true on and as of the Amendment Effective Date), certifying as to (A) the accuracy and completeness of the charter (or other applicable formation document) of such Loan Party and the absence of any changes thereto; (B) the accuracy and completeness of the bylaws (or other applicable organizational document) of such Loan Party as in effect on the date on which the resolutions of the board of directors (or persons performing similar functions) of such Person referred to in clause (b) above were adopted and the absence of any changes thereto (a copy of which shall be attached to such certificate); (C) the absence of any proceeding known to be pending for the dissolution, liquidation or other termination of the existence of such Loan Party; (D) the accuracy in all material respects of the representations and warranties made by such Loan Party in the Loan Documents to which it is or is to be a party as though made on and as of the Amendment Effective Date, before and after giving effect to all of the Borrowings and the issuance of all of the Letters of Credit to be made on such date and to the application of proceeds, if any, therefrom; (E) the absence of any event occurring and continuing, or resulting from any of the Borrowings or the issuance of any of the Letters of Credit to be made on the Amendment Effective Date or the application of proceeds, if any, therefrom, that would constitute a Default; and (F) the absence of a Material Adverse Effect since December 31, 2016; (vi) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Amendment and the other documents to be delivered thereunder; (vii) certificates, in substantially the form of Exhibit I to the Existing Credit Agreement in respect attesting to the Solvency of GGP Cumulus the Borrower and GGP Nimbusits Restricted Subsidiaries, each in on a consolidated basis (after giving effect to the Transactions), from its capacity as a BorrowerChief Financial Officer or other financial officer; and (viii) favorable opinions of (A) ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, counsel to the Loan Parties, and in respect of GGP LLC(B) ▇▇▇▇▇▇▇▇, in its capacity as a GuarantorLoop & ▇▇▇▇▇▇▇▇, LLP, Michigan counsel to the Loan Parties, in each case dated as of the date Amendment Effective Date and addressing such matters as the Lenders may reasonably request, including in respect of this Amendment, all in form and substance reasonably acceptable to the Administrative Agentcollateral; (eb) to the extent any Note The Lenders shall have been issued to any Lender on or received at least five (5) days prior to the date of this AmendmentAmendment Effective Date, replacement Notes executed all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Borrowers Patriot Act; (including GGP Cumulus and GGP Nimbus); providedc) Since December 31, however2016, that (i) such replacement Notes there shall not be required unless and until such time as the 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 extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute occurred a condition to the effectiveness of this AmendmentMaterial Adverse Effect; and (fd) the Administrative Agent The Borrower shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs paid all costs, fees and expenses (including, without limitation, legal fees and expenses in full in cash to the extent invoiced due and payable for which the Borrower has received an invoice at least one (1) day prior to the date of this Amendment, Amendment Effective Date) and other compensation payable to the actual reasonable and documented out-of-pocket fees and expenses of one counsel for Agents or 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 and the other Loan Documents.Lender Parties;

Conditions of Effectiveness. The effectiveness of this Amendment 41112.00012 #93392510v2 on the Amendment No. 2 Effective Date is subject to the satisfaction (or waiver by each of the Existing Lenders) of the following conditions precedent thatprecedent: (a) the Administrative Agent shall have received counterpart signature pages counterparts of this Amendment duly executed by the BorrowersBorrower, the Guarantors party hereto and each of the Existing Lenders required pursuant to Section 12.07 of the Credit Agreement, the Swingline Lender, each Issuing Bank and acknowledged by the Administrative Agent; (b) the Administrative Agent shall have received counterparts an executed copy of that certain ABL Intercreditor Agreement dated as of the Consent Amendment No. 2 Effective Date, between Administrative Agent, the ABL Agent, the UST Tranche A Agent, the UST Tranche B Agent and Reaffirmation attached as Exhibit A hereto duly executed by the Guarantors (Loan Parties, in form and substance reasonably satisfactory to Administrative Agent and the “Consent and Reaffirmation”)Existing Lenders; (c) the Administrative Agent shall have received (i) counterparts an executed copy of that certain Amendment No. 6 to the ABL Credit Agreement dated as of the Joinder Agreement attached as Exhibit B hereto duly executed by date hereof between the existing BorrowersLoan Parties party thereto, GGP Cumulus, GGP Nimbus the lenders party thereto and the Administrative ABL Agent, in form and substance reasonably satisfactory to Agent (and the “Joinder”) and (ii) a joinder to the Guaranty in the form attached thereto duly executed by GGP LLC (the “Guaranty Joinder”)Existing Lenders; (di) the Administrative Agent shall have received the instruments, certificates and documents set forth in Sections 5.01(v) through executed copies of (x) and (xvii) of the UST Tranche A Credit Agreement in respect of GGP Cumulus and GGP Nimbus, each in its capacity as a Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, in each case dated as of the date Amendment No. 2 Effective Date, between the Borrower, the other Subsidiaries of this Amendmentthe Borrower party thereto, all the lenders party thereto and the UST Tranche A Agent and (y) the UST Tranche B Credit Agreement dated as of the Amendment No. 2 Effective Date, between the Borrower, the other Subsidiaries of the Borrower party thereto, the lenders party thereto and the UST Tranche B Agent, each in form and substance reasonably acceptable satisfactory to Agent and the Administrative AgentExisting Lenders and (ii) the conditions precedent set forth in Section 4.01 of each of the UST Tranche A Credit Agreement and the UST Tranche B Credit Agreement shall have been satisfied; (e) receipt by the Administrative Agent of a certificate executed by the Secretary (or other equivalent officer, partner or manager) of each Loan Party dated as of the Amendment No. 2 Effective Date certifying: (i) as true and correct a copy of resolutions in form and substance reasonably satisfactory to the extent Administrative Agent, of the board of directors (or other equivalent governing body, member or partner) of each Loan Party approving and authorizing the execution, delivery and performance by such Loan Party of this Amendment and all documents, instruments and agreements executed and/or delivered in connection herewith (if any) and of the transactions contemplated herein and therein, (ii) as true and correct and in full force and effect, without any Note shall amendment except as shown, a copy of the Organization Documents of each Loan Party, or that there have been issued no amendments, supplements, or other modifications to any Lender such Loan Party’s Organizational Documents since the Restatement Effective Date and that the copies of such Loan Party’s Organizational Documents delivered to Administrative Agent on such date as a part of the “secretary’s certificate” delivered by such Loan Party are true, correct and complete copies of such Organizational Documents as currently in full force and effect, (iii) if available, a true and correct a copy of a good standing certificate/certificate of status for each Loan Party certified by the applicable Governmental Authority of such Loan Party’s jurisdiction of incorporation, organization or formation dated a recent date prior to the date hereof (except for those delivered pursuant to Section 4(a) below), and (iv) the names and #4834-5000-5441.9 signatures of the officers of such Loan Party authorized to execute and deliver this AmendmentAmendment and all documents, replacement Notes instruments and agreements executed by the Borrowers and/or delivered in connection herewith (including GGP Cumulus and GGP Nimbus); provided, however, that (iif any) on behalf of such replacement Notes shall not be required unless and until such time as the relevant Lender has returned its original Note Loan Party pursuant 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 extent such Notes have not been returned as described resolutions referenced in clause (i) above (and such certificate shall be countersigned by another officer of such Loan Party certifying the name, office and signature of the Secretary (or other equivalent officer, partner or manager) of such Loan Party giving such certificate), no such replacement Notes shall constitute a condition to the effectiveness of this Amendment; and (f) no Default or Event of Default has occurred and is continuing, or would result from the Administrative Agent shall have received payment and/or reimbursement execution of this Amendment or consummation of the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced prior to the 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 and the other Loan Documentstransactions contemplated hereunder.

Conditions of Effectiveness. The effectiveness (a) Section 1(a) of this Amendment is subject to shall become effective on the conditions precedent that: date (athe "Amendment Effective Date") the Administrative Agent shall have received counterpart signature pages of this Amendment duly executed by the Borrowers, each of the Lenders required pursuant to Section 12.07 of the Credit Agreement, the Swingline Lender, each Issuing Bank and the Administrative Agent; (b) when the Administrative Agent shall have received counterparts of the Consent and Reaffirmation attached as Exhibit A hereto duly this Amendment executed by the Guarantors Borrowers, each Agent and the Required Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment, and when, and only when, each of the following conditions precedent shall have been satisfied: (i) the “Consent representations and Reaffirmation”warranties set forth in each of the Loan Documents shall be correct in all material respects on and as of the Amendment Effective Date, after giving effect to this Amendment, as though made on and as of such date (except for any such representation and warranty that, by its terms, refers to a specific date other than the Amendment Effective Date, in which case as of such specific date); (cii) Senior Notes (as defined herein) shall have been issued for gross cash proceeds of not less than $250,000,000; and (iii) after giving effect to this Amendment, no event shall have occurred and be continuing that constitutes a Default or Event of Default. (b) Section 1(b) of this Amendment shall become effective on the date (the "Ratio Amendment Date") on which (i) each of the conditions set forth in Section 2(a) hereof shall have been satisfied (as though each reference therein to the "Amendment Effective Date" were a reference to the "Ratio Amendment Date"), (ii) the ratios referred to in Section 1(b) shall have become final as provided therein and (iii) the Administrative Agent shall have received (i) counterparts a certificate from a Responsible Officer of the Joinder Agreement attached as Exhibit B hereto duly executed by the existing Borrowers, GGP Cumulus, GGP Nimbus and the Administrative Agent (the “Joinder”) and (ii) a joinder 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 Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, 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 Cincinnati Bell certifying that there have been issued no changes to any Lender on or prior Cinc▇▇▇▇ti Bell's forecasts of Consolidated EBITDA referred to the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (iin Section 1(b) such replacement Notes shall not be required unless and until such time as the 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 extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness of this Amendment; and (f) the Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced prior to the 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 manner that would impact the Interest Coverage Ratios referred to in such Persons, taken as a whole)) in connection with this Amendment and the other Loan DocumentsSection.

Conditions of Effectiveness. The effectiveness of the Consents, this Amendment is and the making of the Term A-3 Loans are subject to the satisfaction or waiver of the following conditions precedent that:(the date of such satisfaction or waiver being the “Second Amendment Effective Date”): (a) the Administrative Agent shall have received counterpart signature pages copies of counterparts of this Amendment duly executed by each Loan Party, the BorrowersAdministrative Agent, the Required Lenders (as defined in the Credit Agreement and as determined immediately prior to giving effect to this Amendment and the Term Loan A-3 Facility) and each of the Lenders required pursuant to Section 12.07 of the Credit Agreement, the Swingline Lender, each Issuing Bank and the Administrative AgentTerm A-3 Lenders; (b) the Administrative Agent shall have received counterparts (i) an opinion of L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP, New York counsel to the Consent Loan Parties and Reaffirmation attached as Exhibit A hereto duly executed by (ii) an opinion of B▇▇▇▇▇▇ ▇▇▇▇▇ LLP, Maryland counsel to the Guarantors (Loan Parties, each addressed to the “Consent Administrative Agent and Reaffirmation”)the Lenders; (c) the Administrative Agent shall have received (i) counterparts such certificates of the Joinder Agreement attached resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers as Exhibit B hereto duly executed by the existing Borrowers, GGP Cumulus, GGP Nimbus and the Administrative Agent (may reasonably require evidencing the “Joinder”) identity, authority and (ii) capacity of each Responsible Officer authorized to act as a joinder to Responsible Officer in connection with this Amendment and the Guaranty in the form attached thereto duly executed by GGP LLC (the “Guaranty Joinder”)other Loan Documents; (d) the Administrative Agent shall have received copies, certified by a Responsible Officer of each Loan Party, of (i) the instrumentscertificate or articles of incorporation or formation, certificates and documents set forth in Sections 5.01(varticles of organization, or other comparable organizational instrument of such Loan Party, (ii) through the by-laws or operating agreement (xor the equivalent governing documents) of such Loan Party and (xviiiii) all necessary resolutions or other action taken by the board of directors of such Loan Party to authorize the Credit Agreement in respect of GGP Cumulus execution, delivery and GGP Nimbus, each in its capacity as a Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, in each case dated as of the date performance of this Amendment, all in form and substance reasonably acceptable to the Administrative AgentAmendment by such Loan Party; (e) the Administrative Agent shall have received such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is validly existing, in good standing and qualified to engage in business in its state of organization and in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent any Note shall that failure to do so could not reasonably be expected to have been issued to any Lender on or prior to the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the 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 extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness of this Amendment; andMaterial Adverse Effect; (f) the Administrative Agent shall have received payment and/or reimbursement a certificate executed by a Responsible Officer of the Borrower certifying that, as of the Second Amendment Effective Date, (i) no Default or Event of Default exists, and, immediately after giving effect to the Term Loan A-3 Facility, no Default or Event of Default exists and (ii) the Specified Representations are true and correct in all material respects (or in all respects in the case of any Specified Representation qualified by materiality or Material Adverse Effect), except to the extent that such Specified Representations specifically refer to an earlier date, in which case they were true and correct in all material respects (or in all respects in the case of any Specified Representation qualified by materiality or Material Adverse Effect) as of such earlier date; (g) the Borrower shall have provided to the Administrative Agent’s Agent and its affiliates actual reasonable the applicable Lender the documentation and documented outother information reasonably requested in writing by the Administrative Agent or such Lender at least ten (10) Business Days prior to the Second Amendment Effective Date that is required by regulatory authorities applicable to such Lender under applicable “know your customer” and anti-ofmoney-pocket costs laundering rules and regulations, including, without limitation, the Patriot Act, in each case at least five (5) Business Days prior to the Second Amendment Effective Date; (h) to the extent that the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall have delivered to the Administrative Agent and any Lender, in each case to the extent reasonably requested by the Administrative Agent or such Lender in writing at least ten (10) Business Days prior to the Second Amendment Effective Date, a Beneficial Ownership Certification in relation to the Borrower, in each case at least five (5) Business Days prior to the Second Amendment Effective Date; and (i) the Administrative Agent shall have received payment of all fees and expenses (including, to the extent invoiced prior to the date of this Amendment, the actual reasonable and documented out-of-pocket including fees and expenses of one counsel for the Administrative Agent, ) required to be paid by the Issuing Banks and Borrower to the Lenders, taken as a whole (and, if necessary, one local counsel in Administrative Agent or any relevant material jurisdiction Term A-3 Lender on or prior to such Persons, taken as a whole)) the Second Amendment Effective Date in connection with this Amendment; provided that invoices for such fees and expenses have been presented to the Loan Parties a reasonable period of time (and in any event not less than one (1) Business Day) prior to the Second Amendment and the other Loan DocumentsEffective Date.

Conditions of Effectiveness. The effectiveness This Amendment and the amendment and restatement of this Amendment is subject to the Credit Agreement as set forth in §1 hereof shall become effective as of the date first written above when, and only when, each of the following conditions precedent that:shall have been satisfied by the Borrowers or waived by the Agents (the “Restatement Effective Date”): (a) the The Administrative Agent shall have received counterpart signature pages of this Amendment Amendment, duly executed and delivered by (i) the BorrowersLoan Parties, (ii) the Required Lenders, (iii) each Cashless Option Term Lender, (iv) each Cashless Option Revolving Lender and (v) each Additional Lender; (b) The Administrative Agent shall have received, on behalf of the Lenders required pursuant to Section 12.07 of the Credit Agreementitself, the Swingline Lenderother Agents, the Issuing Lenders and the Lenders, a usual and customary opinion of (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Domestic Borrowers and the U.S. Guarantors and (ii) local counsels to the other Loan Parties (and additionally, with respect to the UK Borrower and UK Guarantors and the European Borrowers and European Guarantors, local counsels to the Administrative Agent) pertaining to the jurisdictions indicated on Schedule 4(b) attached hereto (other than the opinions set forth in section (iii) of such Schedule 4(b)), in each Issuing Bank case in form and substance satisfactory to the Administrative Agent; (bc) the The Administrative Agent shall have received counterparts payment of all fees and expenses due to the Consent Administrative Agent (as agreed to in writing between the Administrative Agent and Reaffirmation attached as Exhibit A hereto duly executed by the Guarantors Borrowers) (including, without limitation, fees and reasonable and documented out-of-pocket expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the “Consent Administrative Agent, invoiced to the Borrowers at least one Business Day prior to the Restatement Effective Date), in each case required to be paid on the Restatement Effective Date. Substantially simultaneously with the effectiveness of this Amendment (i) the Term Lenders under the Credit Agreement (including all Cashless Option Term Lenders) shall have been paid all accrued principal (other than the principal amount of Exchanged Term Loans) and Reaffirmation”interest (other than interest on term loans that are exchanged into Exchanged Term Loans) on their Term Loans to, but not including, the Restatement Effective Date and (ii) the Revolving Lenders under the Credit Agreement shall have been paid all accrued principal (other than the principal amount of Exchanged Revolving Loans), fees (other than fees on revolving loan commitments that are exchanged into Exchanged Revolving Commitments) and interest (other than interest on revolving loans that are exchanged into Exchanged Revolving Loans) related to their Revolving Loan Commitments to, but not including, the Restatement Effective Date; (cd) the The Administrative Agent shall have received (i) counterparts for the account of each Cashless Option Term Lender, Cashless Option Revolving Lender, Additional Term Lender and Additional Revolving Lender such fees as otherwise agreed between the Joinder Agreement attached as Exhibit B hereto duly executed by the existing Borrowers, GGP Cumulus, GGP Nimbus Borrower and the Administrative Agent (the “Joinder”) and (ii) a joinder 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 Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, in each case dated as of the date of this Amendment, all in form and substance reasonably acceptable to the Administrative Agent; (e) After giving effect to the extent any Note shall have been issued to any Lender on or prior to the date of this Amendment, replacement Notes executed by no Default or Event of Default shall have occurred and be continuing, either on the date hereof or on the Restatement Effective Date; (f) The representations and warranties of the Borrowers (including GGP Cumulus and GGP Nimbus)their Subsidiaries contained in §8 of the Third Amended and Restated Credit Agreement shall be true and correct in all material respects at and as of the Restatement Effective Date; provided, however, that references therein to the “Credit Agreement” shall be deemed to refer to the Third Amended and Restated Credit Agreement attached hereto as Annex A; (g) GWI shall have provided a certificate signed by an authorized officer of GWI certifying as to the satisfaction of the conditions set forth in paragraphs (e) and (f) of this Section 4; (h) The Administrative Agent shall have received, on behalf of each Loan Party hereto, an officer’s certificate, dated the Restatement Effective Date, substantially in the form delivered at the Closing Date or such other form as may be acceptable to the Administrative Agent, including as attachments, (i) a copy, certified by a duly authorized officer of such replacement Notes shall Person to be true and complete and in full force and effect on the Restatement Effective Date, of each of the Governing Documents (and, with respect to the UK Loan Parties, each of the documents listed in 4(i) below) as in effect on such date of certification (or in lieu of a copy of such Governing Documents, certification by such Person that such Governing Documents have not be required unless been amended since previously delivered to the Administrative Agent), (ii) other than in respect of the European Borrowers and until such time as the relevant Lender has returned its original Note UK Loan Parties, certificates of good standing, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel and (iii) evidence of corporate or other action necessary for the valid execution, delivery and performance by each of the Borrowers and each of the Guarantors of this Amendment, which shall have been duly and effectively taken; (i) With respect to each of the UK Loan Parties, the following documents shall have been delivered: (i) a certificate signed by an authorized director (or its counselequivalent) for concurrent cancellation with of each of the issuance of such replacement Note (UK Loan Parties confirming that borrowing or guaranteeing or securing, as appropriate, the Tranche B UK Term Loan Commitments and the Partnership shall have received confirmation thereof) and Tranche B UK Revolving Loan Commitments would not cause any borrowing, guarantee, security or similar limit binding on such UK Loan Party to be exceeded; (ii) a specimen signature of each person authorized by the resolution referred to the extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness ) of this Amendment; andSection 4(h) above; (fiii) the Administrative Agent shall have received payment and/or reimbursement a copy of a resolution of the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses board of directors of each corporate shareholder of each of the UK Loan Parties approving the terms of any shareholders resolution delivered pursuant to clause (including, i) of Section 4(h) above; (iv) a copy of a letter signed by each of the UK Loan Parties appointing GWI as their respective agent for service of process in relation to any proceedings before the extent invoiced prior to courts of the date State 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)) New York in connection with this Amendment and the other Third Amended and Restated Credit Agreement and evidence that such process agent has accepted its appointment; (v) an executed copy of the supplemental share charge between Euro Holdings, GWI UK Holding Limited, GWI UK Acquisition Company Limited, RailInvest Holding Company Limited, RailInvest Acquisitions Limited, Freightliner Group Limited, Freightliner Acquisitions Limited, Management Consortium Bid Limited, Freightliner Limited and Pentalver Transport Limited (as chargors) and the Administrative Agent in relation to the shares charged pursuant to (i) the share charge dated 9 July 2015 between the Chargors (as defined therein) and the Administrative Agent, (ii) the share charge dated 23 June 2017 between Pentalver Transport Limited and the Administrative Agent (the “UK Confirmation Pledge”); and (vi) with respect to Euro Holdings only, corporate authorizations from the board of directors, shareholders and supervisory board, in each case, to the extent applicable and required for entering into the UK Confirmation Pledge; and (j) The Administrative Agent shall have received from each Borrower so requested by the Administrative Agent, a certification regarding beneficial ownership as required by 31 C.F.R. § 1010.230. (k) The Administrative Agent shall have received from GWI a completed form reasonably acceptable to the Administrative Agent representing that no Mortgaged Property includes any “Buildings” or “Manufactured (Mobile) Homes” (in each case, as defined in the Credit Agreement), and that there is no present intent to construct or place any Buildings or Manufactured (Mobile) Homes on the property that would constitute Mortgaged Property under the Credit Agreement. (l) The Administrative Agent shall have received a Loan DocumentsRequest, Swingline Loan Request or Letter of Credit Application, as applicable, in a form reasonably acceptable to the Administrative Agent.

Conditions of Effectiveness. The effectiveness obligations of this Amendment is subject the 2018 Incremental Term Lenders to make 2018 Incremental Term Loans under the Amended Credit Agreement, and the amendments to the Credit Agreement contained in Section 1 hereof, shall become effective as of the first date (the “First Amendment Effective Date”) on which the following conditions precedent that:shall have been satisfied (or waived by the 2018 Incremental Term Lenders): (a) The Administrative Agent and the 2018 Incremental Term Lenders shall have received counterparts of (i) this Amendment executed by the Borrower, the Administrative Agent shall have received counterpart signature pages of this Amendment duly and the 2018 Incremental Term Lenders and (ii) the Guarantor Consent and Reaffirmation attached hereto as Exhibit A (the “Guarantor Consent”) executed by the Borrowers, Holdings and each of the Lenders required pursuant to Section 12.07 of the Credit AgreementSubsidiary Guarantor (collectively, the Swingline Lender“Guarantors” and each, each Issuing Bank and the Administrative Agenta “Guarantor”); (b) the The Administrative Agent on behalf of itself and the 2018 Incremental Term Lenders shall have received counterparts of a customary legal opinion from (i) Ropes & G▇▇▇ LLP, counsel to the Consent Loan Parties and Reaffirmation attached as Exhibit A hereto duly executed by (ii) each local counsel to the Guarantors (the “Consent and Reaffirmation”)Loan Parties listed on Schedule 4(b) to this Amendment; (c) the The Administrative Agent on behalf of itself and the 2018 Incremental Term Lenders shall have received (i) counterparts received, with respect to each Loan Party, certificates of good standing from the secretary of state of the Joinder Agreement 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 or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the Organizational Documents attached thereto and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as Exhibit B hereto duly executed by the existing Borrowers, GGP Cumulus, GGP Nimbus a Responsible Officer in connection with this Amendment and the Administrative Agent (the “Joinder”) and (ii) a joinder to the Guaranty in the form attached thereto duly executed by GGP LLC (the “Guaranty Joinder”)Guarantor Consent; (d) the The Administrative Agent and the 2018 Incremental Term Lenders shall have received a certificate of a Responsible Officer of the instruments, certificates and documents set forth Borrower certifying that the conditions in Sections 5.01(v) through clauses (xf) and (xviig) of the Credit Agreement in respect of GGP Cumulus and GGP Nimbus, each in its capacity as a Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, in each case dated as of the date of this Amendment, all in form and substance reasonably acceptable to the Administrative AgentSection 4 have been satisfied; (e) to the extent any Note shall have been issued to any Lender on or prior to the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the relevant Lender has returned its original Note to the The Administrative Agent (or its counsel) for concurrent cancellation with the issuance of such replacement Note (and the Partnership 2018 Incremental Term Lenders shall have received confirmation thereof) and a solvency certificate from a Responsible Officer of the Borrower (ii) after giving effect to the extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition transactions contemplated by this Amendment) based on and consistent with the form attached to the effectiveness of this Amendment; andCredit Agreement as Exhibit K; (f) The representations and warranties of the Borrower contained in Article III of the Credit Agreement and Section 5 of this Amendment shall be true and correct in all material respects on and as of the First Amendment Effective Date; provided that, in the case of any representation and warranty which expressly relates to a specific 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, further, that, if any representation and warranty is qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, such representation and warranty shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (g) No Event of Default shall exist immediately prior to or after giving effect to this Amendment and the making of the 2018 Incremental Term Loans; (h) The Administrative Agent on behalf of itself and the 2018 Incremental Term Lenders shall have received payment and/or reimbursement a Committed Loan Notice no later than 2:00 p.m. (New York time) at least three Business Days prior to the requested date of the Administrative Agent’s and its affiliates actual Borrowing in respect of the 2018 Incremental Term Loans; (i) The Borrower shall have paid all reasonable and documented out-of-pocket costs expenses of the Administrative Agent and expenses the Lead Arranger (as defined in the engagement letter, dated as September 4, 2018 (the “Engagement Letter”), by and among the Borrower, M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (“MLPFS”), Jefferies Finance LLC (“Jefferies”), M▇▇▇▇▇ S▇▇▇▇▇▇ Senior Funding, Inc. (“M▇▇▇▇▇ S▇▇▇▇▇▇”) and Nomura Securities International, Inc. (together with MLPFS, Jefferies and M▇▇▇▇▇ S▇▇▇▇▇▇, collectively, the “Arrangers”) (including, to the extent invoiced prior to the date of this Amendmentwithout limitation, the actual reasonable and documented out-of-pocket fees fees, disbursements and expenses other charges of one firm of outside counsel for the Administrative Agent, the Issuing Banks and the Lenders, to all such Persons taken as a whole (and, if reasonably necessary, of one local counsel in any relevant material jurisdiction to all such Persons, taken as a whole), to the extent provided for in Section 9.03 of the Credit Agreement or Section 5 of the Engagement Letter) and the 2018 Incremental Term Lenders in connection with this Amendment invoiced at least three (3) Business Days (unless otherwise agreed by the Borrower) prior to the First Amendment Effective Date; (j) The Borrower shall have paid all fees required to be paid pursuant to the fee letter, dated as of September 4, 2018, by and between the Borrower and MLPFS (the “Fee Letter”); (k) The Administrative Agent shall have received (i) at least two (2) Business Days prior to the First Amendment Effective Date all documentation and other information about the Borrower and the Guarantors (including the Hayward Purchaser and its subsidiaries (other than any Excluded Subsidiary)) required under applicable “know your customer” and anti-money laundering rules and regulations (including the USA PATRIOT Act) that has been reasonably requested in writing at least ten (10) Business Days prior to the First Amendment Effective Date and (ii) one (1) Business Day prior to the First Amendment Effective Date all documentation and other information about the Borrower required by regulatory authorities under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”) that has been reasonably requested in writing at least ten (10) Business Days prior to the First Amendment Effective Date; (l) On or prior to the date hereof, the Hayward Purchaser, LDAG, Paramount and each other direct and indirect subsidiary of LDAG that is required to become a Loan DocumentsParty pursuant to the Loan Documents shall have complied with the requirements set forth in clause (a) of the definition of “Collateral and Guarantee Requirement” under each of the Credit Agreement, the ABL Credit Agreement and the Second Lien Credit Agreement, and with Section 5.12 thereof, in each case notwithstanding any applicable time periods or grace periods set forth therein; and (m) Substantially concurrently with the Borrowing of the 2018 Incremental Term Loans on the First Amendment Effective Date, the Borrower shall have completed the 2018 Second Lien Prepayment to the extent of any remaining proceeds of the 2018 Incremental Term Loans. For purposes of determining compliance with the conditions specified in this Section 4, the 2018 Incremental Term Lenders 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 the 2018 Incremental Term Lenders from and after the making by the 2018 Incremental Term Lenders of the 2018 Incremental Term Loans pursuant to Section 2.01(b) of the Amended Credit Agreement. The 2018 Incremental Term Lenders and the Borrower shall promptly notify the Administrative Agent of the occurrence of the First Amendment Effective Date.

Conditions of Effectiveness. The effectiveness of this This Amendment is subject to shall become effective on the date on which the following conditions precedent that:shall have been satisfied (such date, the “Amendment Effective Date”): (a) the Administrative Agent shall have received counterpart signature pages of this Amendment duly executed by the Borrowers, each of the Lenders required pursuant to Section 12.07 of the Credit Agreement, the Swingline Lender, each Issuing Bank and the Administrative Agent; (b) the Administrative Agent shall have received counterparts of the Consent and Reaffirmation attached as Exhibit A hereto duly executed by the Guarantors (the “Consent and Reaffirmation”); (c) the Administrative Agent shall have received (i) counterparts of the Joinder Agreement attached as Exhibit B hereto duly executed by the existing Borrowers, GGP Cumulus, GGP Nimbus and the Administrative Agent (the “Joinder”) and (ii) a joinder 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 Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, 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 the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the relevant Lender has returned its original Note to the The Administrative Agent (or its counsel) for concurrent cancellation with the issuance of such replacement Note (and the Partnership shall have received confirmation thereoffrom (i) the Lenders party hereto constituting all of the Lenders under the Existing Credit Agreement, (ii) the Parent Borrower, (iii) the Existing Subsidiary Borrowers, (iv) the New Borrower, (v) the Subsidiary Guarantors party hereto constituting all of the Subsidiary Guarantors party to the Existing Credit Agreement, and (vi) the Administrative Agent, in each case, either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include email transmission of a signed signature page of this Amendment) that such party has signed and delivered a counterpart of this Amendment. (b) The Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of (i) King & Spalding LLP, special counsel for the New Borrower, covering such matters as to New York law as the Administrative Agent may reasonably request, and (ii) ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, special Dutch counsel for the Administrative Agent, covering such matters as to the laws of the Netherlands as the Administrative Agent may reasonably request. The New Borrower hereby requests each such counsel to deliver its or his respective opinion. (c) The Administrative Agent shall have received in respect of the New Borrower (i) a copy of its certificate of incorporation, (ii) a copy of its articles of association, (iii) a copy of a resolution of its board of directors or equivalent body evidencing the authorization of the transactions contemplated by this Amendment and the Amended Credit Agreement and each of the documents contemplated thereby, and (iv) a certificate of the New Borrower (signed by an officer or director) confirming that no borrowing limits binding on it have been exceeded and certifying each document referred to in clauses (i) through (iii) above is true, correct, complete and in full force and effect. (d) The Administrative Agent shall have received a certificate of the New Borrower (signed by an officer or director of the New Borrower) certifying the names and true signatures of the officers and directors of the New Borrower authorized to sign this Amendment and each of the others documents to be delivered hereunder. (e) At least three days prior to the Amendment Effective Date, the Lenders shall have received (i) all documentation and other information in respect of the New Borrower required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, and (ii) a Beneficial Ownership Certification from the New Borrower to the extent such Notes have not been returned it qualifies as described a “legal entity customer” under the Beneficial Ownership Regulation, in clause (i)each case, no such replacement Notes shall constitute a condition to the effectiveness extent requested in writing (which may be by e-mail) at least five days prior to the Amendment Effective Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03 of the Existing Credit Agreement, for purposes of determining compliance with the Amendment No. 2 to Credit Agreement (Sysco Corporation) conditions specified in this Amendment; and (f) Section 2, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced notice from such Lender prior to the 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 proposed Amendment and the other Loan DocumentsEffective Date specifying its objection thereto.

Conditions of Effectiveness. (a) This Amendment shall become effective as of the date (the “Amendment Effective Date”) that each of the following conditions precedent shall have been satisfied: (1) The effectiveness Administrative Agent shall have received (which may be by electronic transmission), in form and substance satisfactory to the Administrative Agent, a counterpart of this Amendment is subject which shall have been executed by the Administrative Agent, the Issuing Bank, the Lenders and the Borrower (which may be by PDF transmission); and (2) Borrower shall have paid all fees and expenses due to the conditions precedent that:Lenders and the Administrative Agent (including, but not limited to, reasonable attorneys’ fees of counsel to the Administrative Agent), in each case, for which invoices were submitted at least one (1) Business Day prior to the Amendment Effective Date; and (a3) The Administrative Agent shall be reasonably satisfied that the Borrower has entered into and is party to (x) Hedging Transactions at prices reasonably acceptable to the Administrative Agent in respect of crude oil on not less than 8,500 barrels per day for the period of January 1, 2021 to December 31, 2021 (which shall be apportioned in such period in a manner reasonably acceptable to the Administrative Agent); provided that not less than 4,000 of such barrels per day shall be pursuant to Hedging Transactions in the form of commodity swap transactions and (y) Hedging Transactions in the form of commodity swap transactions at prices reasonably acceptable to the Administrative Agent in respect of crude oil on not less than 1,000 barrels per day for the period of January 1, 2022 to December 31, 2022 (which shall be apportioned in such period in a manner reasonably acceptable to the Administrative Agent). (b) Without limiting the 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 Section 4(a), each Lender that has signed this Amendment (and its permitted successors and assigns) 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 a Lender unless the Administrative Agent shall have received counterpart signature pages of this written notice from such Lender prior to the proposed Amendment duly executed by the Borrowers, each of the Lenders required pursuant to Section 12.07 of the Credit Agreement, the Swingline Lender, each Issuing Bank and the Administrative Agent; (b) the Administrative Agent shall have received counterparts of the Consent and Reaffirmation attached as Exhibit A hereto duly executed by the Guarantors (the “Consent and Reaffirmation”);Effective Date specifying its objection thereto. (c) the The Administrative Agent shall have received (i) counterparts notify the Borrower and the Lenders of the Joinder Agreement attached as Exhibit B hereto duly executed by the existing Borrowers, GGP Cumulus, GGP Nimbus and the Administrative Agent (the “Joinder”) and (ii) a joinder 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 Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, 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 the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the 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 extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness of this Amendment; and (f) the Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced prior to the 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 and the other Loan DocumentsEffective Date.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the following conditions precedent thatprecedent: (a) the Administrative Agent shall have received counterpart signature pages Agent’s receipt of: (i) counterparts of this Amendment duly executed by the Borrowers, each of the Lenders required pursuant to Section 12.07 of the Credit AgreementBorrower, the Swingline Augmenting Lender, each Issuing Bank Increasing Lender and the Administrative Agent; (bii) the Administrative Agent shall have received counterparts of the Consent and Reaffirmation attached hereto as Exhibit A hereto Annex III (the “Reaffirmation”) duly executed by the Guarantors (the “Consent REIT and Reaffirmation”)each Guarantor; (ciii) the Administrative Agent shall have received (i) counterparts of the Joinder Agreement each other document set forth on Annex IV attached as Exhibit B hereto duly executed by the existing Borrowers, GGP Cumulus, GGP Nimbus and the Administrative Agent (the “Joinder”) and (ii) a joinder to the Guaranty in the form attached thereto duly executed by GGP LLC (the “Guaranty Joinder”)hereto; (div) the Administrative Agent shall have received the instruments, certificates and documents set forth in Sections 5.01(v) through (x) and (xvii) all of the Credit Agreement in respect of GGP Cumulus and GGP Nimbus, each in its capacity as a Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, in each case dated as of the date of this Amendment, all in form and substance reasonably acceptable to the Administrative Agent; (e) ’s accrued costs, fees and expenses in connection with this Amendment through the date hereof that are required to the extent any Note shall have been issued to any Lender be paid on or prior to the date hereof pursuant to Section 9.6(a) of this Amendmentthe Credit Agreement; (v) (x) pro forma financial statements giving effect to incurrence of the Tranche 3 Term Loans and the Tranche 4 Term Loans, replacement Notes executed by which demonstrate, in the Borrowers (including GGP Cumulus and GGP Nimbus); providedAdministrative Agent’s reasonable judgment, however, that (i) such replacement Notes shall not be required unless and until such time as the relevant Lender has returned its original Note together with all other information then available to the Administrative Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, together with, (y) such information as the Administrative Agent (or its counsel) for concurrent cancellation with may reasonably request to confirm the issuance of tax, legal, and business assumptions made in such replacement Note (and the Partnership shall have received confirmation thereof) pro forma financial statements, and (iiz) to unaudited consolidated financial statements of the extent such Notes have not been returned as described in clause (i)REIT and its Subsidiaries for the fiscal quarter ended March 31, no such replacement Notes shall constitute a condition to the effectiveness of this Amendment2019; and (fvi) due diligence responses to its requests regarding the Administrative Agent shall have received payment and/or reimbursement Eligible Properties, including a list of the Administrative Agent’s Eligible Properties and its affiliates actual the NOI attributable thereto; and (b) upon the reasonable and documented out-of-pocket costs and expenses (including, to request of any Increasing Lender or the extent invoiced Augmenting Lender made at least ten Business Days prior to the date of this AmendmentAmendment No. 1 Effective Date, 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 Borrower must have provided to such Persons, taken as a whole)) Lender the documentation and other information so requested in connection with this applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five Business Days prior to the Amendment and the other Loan Documents.No. 1

Conditions of Effectiveness. The effectiveness Section 1 of this Amendment is subject to shall become effective as of the later of (a) April 24, 2001 and (b) the date on which each of the following conditions precedent that:shall have been satisfied (such later date being the "Amendment No. 6 Effective Date"): (a) the Administrative Agent shall have received counterpart signature pages of this Amendment duly executed by the Borrowers, each of the Lenders required pursuant to Section 12.07 of the Credit Agreement, the Swingline Lender, each Issuing Bank and the Administrative Agent; (b) the Administrative Agent shall have received counterparts of the Consent and Reaffirmation attached as Exhibit A hereto duly executed by the Guarantors (the “Consent and Reaffirmation”); (c) the Administrative The Agent shall have received (i) counterparts of the Joinder Agreement attached as Exhibit B hereto duly this Amendment executed by the existing BorrowersBorrower, GGP Cumulus, GGP Nimbus the Parent Guarantor and the Administrative Required Lenders or, as to any of the Lenders, advice satisfactory to the Agent (the “Joinder”) that such Lender has executed this Amendment and (ii) a joinder to the Guaranty in the form Consent attached thereto duly hereto executed by GGP LLC (each of the “Guaranty Joinder”);Loan Parties. (db) the Administrative The Agent shall have received on or before the instruments, certificates and documents set forth in Sections 5.01(v) through (x) and (xvii) of Amendment No. 6 Effective Date the Credit Agreement in respect of GGP Cumulus and GGP Nimbusfollowing, each in its capacity as a Borrowerdated such date (unless otherwise specified), and in respect of GGP LLC, in its capacity as a Guarantor, in each case dated as of the date of this Amendment, all in form and substance reasonably acceptable satisfactory to the Administrative Agent;, and in sufficient copies for each Lender: (i) Certified copies of (i) the resolutions of the Board of Directors of (A) the Borrower and the Parent Guarantor approving this Amendment and the matters contemplated hereby and thereby and (B) each other Loan Party evidencing approval of 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 this Amendment, the Consent and the matters contemplated hereby and thereby. (iii) 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 and the Consent and the other documents to be delivered hereunder and thereunder. (iv) Counterparts of the Consent appended hereto (the "Consent"), executed by each of the Loan Parties. (v) A favorable opinion of Ropes & Gray, ▇▇unsel for the Borrower and the other Loan Parties, in form and substance reasonably satisfactory to the Agent. (vi) Such financial, business and other information regarding the Borrower and the Parent Guarantor and their respective property, assets and businesses as the Agent or the Lenders shall have requested. (c) The representations and warranties contained in each of the Loan Documents shall be correct in all material respects on and as of the Amendment No. 6 Effective Date, as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date other than the Amendment No. 6 Effective Date, in which case as of such specific date). (d) No event shall have occurred and be continuing that constitutes a Default. (e) On the Effective Date, the Borrower shall have paid to the extent any Note Agent, for the ratable account of each of the Lenders that has executed and delivered a counterpart of this Amendment to the Agent prior to 12:00 Noon (New York City time) on April 18, 2001, an amendment fee of 0.25% on the aggregate Commitments of such Lender as of the Effective Date, it being understood that no amendment fee shall have been issued to be payable by the Borrower for the account of any Lender on or if this Amendment has not been approved prior to the date of this Amendment12:00 Noon (New York City time) on April 18, replacement Notes executed 2001 by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the 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 extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness of this Amendment; andRequired Lenders. (f) the Administrative Agent shall have received payment and/or reimbursement All of the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced prior to the date of this Amendment, the actual reasonable and documented out-of-pocket accrued fees and expenses of one the Agent and the Lenders (including the accrued fees and expenses of counsel for the Administrative Agent) that are then due and payable shall have been paid in full. 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, except that no amendment or waiver of any provision of this Section 2, nor consent to any departure by the Issuing Banks and Parent Guarantor or the LendersBorrower therefrom, taken as a whole (and, if necessary, one local counsel shall in any relevant material jurisdiction to such Persons, taken as a whole)) event be effective unless the same shall be in connection with this Amendment writing and signed by the other Loan DocumentsRequired Lenders.

Conditions of Effectiveness. The effectiveness This Amendment No. 1 shall become effective as of this the date first above written (the “Amendment is subject to the conditions precedent that: No. 1 Effective Date”) if (a) the Administrative Agent shall have received counterpart signature pages of this Amendment duly executed by the Borrowerson or before March 11, each of the Lenders required pursuant to Section 12.07 of the Credit Agreement2009, the Swingline Lender, each Issuing Bank and the Administrative Agent; (b) the Administrative Agent shall have received counterparts of the Consent and Reaffirmation attached as Exhibit A hereto duly this Amendment No. 1 executed by the Guarantors Borrower and the Required Lenders (or, as to any of the “Consent Lenders, advice reasonably satisfactory to the Administrative Agent that such Lender has executed this Amendment No. 1) and Reaffirmation”the consent attached hereto executed by each Guarantor; provided, however, upon the occurrence of the Amendment No. 1 Effective Date, each Lender, other than CIT Healthcare LLC, that has delivered an executed copy of this Amendment No. 1 to the Administrative Agent no later than 5:00 p.m. (New York City time) on March 10, 2009, shall be entitled to receive from the Borrower a fee equal to 0.40% of the aggregate amount of the Revolving Commitment of such Lender (after giving effect to the reduction of such Revolving Lender’s Revolving Commitment as contemplated by this Amendment No. 1); , in the case of a Revolving Lender, and 0.40% of the outstanding principal amount of the Term Loans of such Lender, in the case of a Term Loan Lender, which fee shall be paid to the Administrative Agent on the Amendment No. 1 Effective Date and will be distributed to the respective Lender as soon as practicable thereafter, (b) all outstanding fees and expenses of the Administrative Agent shall have been paid and (c) the Administrative Agent shall have additionally received (i) counterparts all of the Joinder Agreement attached as Exhibit B hereto duly executed following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the existing Borrowers, GGP Cumulus, GGP Nimbus and the Administrative Agent (the “Joinder”) and (ii) a joinder to the Guaranty in the form attached thereto duly executed by GGP LLC (the “Guaranty Joinder”unless otherwise specified); (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 Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, 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 the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the relevant Lender has returned its original Note satisfactory to the Administrative Agent (or its counselunless otherwise specified): (i) for concurrent cancellation with Certified copies of (A) the issuance resolutions of such replacement Note (the Board of Directors of the Borrower approving this Amendment No. 1 and the Partnership shall have received confirmation thereofmatters contemplated hereby, (B) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment No. 1 and the matters contemplated hereby and (C) such charter and organizational documents for the Borrower, including, without limitation, articles of incorporation, bylaws, and any equivalent of the foregoing documents; (ii) such certificates of incumbency of a Responsible Officer of the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of the Responsible Officer of the Borrower authorized to the extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness of execute this AmendmentAmendment No. 1; and (fiii) the Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses (includinga favorable opinion with respect to this Amendment No. 1 from Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the extent invoiced prior to the 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 and the other Loan DocumentsBorrower.

Conditions of Effectiveness. The effectiveness obligations of this Amendment is subject the 2022 Incremental Term Lenders to make 2022 Incremental Term Loans under the Amended Credit Agreement and the amendments to the Credit Agreement contained in Section 1 hereof shall become effective as of the first date (the “Amendment No. 5 Effective Date”) on which the following conditions precedent that:shall have been satisfied (or waived by the Lenders party hereto and the 2022 Incremental Term Lenders): (a) the Administrative Agent shall have received counterpart signature pages of this Amendment duly executed by the Borrowers, each of the Lenders required pursuant to Section 12.07 of the Credit Agreement, the Swingline Lender, each Issuing Bank and the Administrative Agent; (b) the The Administrative Agent shall have received counterparts of (i) this Amendment executed by the Borrower, the Administrative Agent, the Lenders party hereto and the 2022 Incremental Term Lenders and (ii) the Guarantor Consent and Reaffirmation attached as Exhibit A hereto duly executed by the Guarantors (the “Consent Guarantor Consent”) executed by each Guarantor. (b) The Administrative Agent shall have received a customary legal opinion from (i) D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP, New York counsel to the Loan Parties and Reaffirmation”);(ii) each local counsel to the Loan Parties listed on Schedule 4(b) to this Amendment. (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 or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the Organizational Documents attached thereto and evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the Guarantor Consent. (d) The Administrative Agent shall have received (i) counterparts a Committed Loan Notice no later than 1:00 p.m., New York time, three (3) Business Days (in the case of Eurodollar Rate Loans) or two (2) Business Days (in the case of Base Rate Loans), in each case prior to the requested date of the Joinder Agreement attached as Exhibit B hereto duly executed by Borrowing in respect of the existing Borrowers, GGP Cumulus, GGP Nimbus and 2022 Incremental Term Loans (or in each case such shorter notice that shall be acceptable to the Administrative Agent (the “Joinder”in its discretion) and (ii) a joinder an Incremental Loan Request; provided that this Amendment shall be deemed to be the Incremental Loan Request with respect to the Guaranty 2022 Incremental Term Loans for purposes of the Amended Credit Agreement and all parties hereto hereby agree that this Amendment shall satisfy all requirements under the Amended Credit Agreement for the Incremental Loan Request with respect to the 2022 Incremental Term Loans. (e) All fees (including fees required to be paid pursuant to the 2022 Incremental Fee Letter) and expenses (in the form attached thereto duly executed case of expenses, to the extent invoiced at least three (3) Business Days prior to the Amendment No. 5 Effective Date (except as otherwise reasonably agreed by GGP LLC (the “Guaranty Joinder”Borrower);) required to be paid under the Credit Agreement on or prior to the Amendment No. 5 Effective Date shall have been paid, or shall be paid substantially concurrently with the Borrowing of the 2022 Incremental Term Loans on the Amendment No. 5 Effective Date. (df) The Administrative Agent and the 2022 Incremental Term Lenders shall have received copies of (i) Healthsmart’s unaudited consolidated financial statements as of December 31, 2019 and December 31, 2020, consisting of the unaudited consolidated balance sheets as of such dates and the related unaudited statements of income and (ii) Healthsmart’s unaudited consolidated financial statements as of October 31, 2021, consisting of the unaudited consolidated balance sheet as of such date and the related unaudited statement of income for the 10-month period then ended (subject in each case of clauses (i) and (ii) to (a) the absence of footnote disclosures and other presentation items and (b) changes resulting from year-end adjustments); provided that the Administrative Agent and the 2022 Incremental Term Lenders hereby acknowledge receipt of each of the foregoing financial statements specified in clauses (i) and (ii) above. (g) The Administrative Agent and the 2022 Incremental Term Lenders shall have received a pro forma unaudited consolidated balance sheet of the Borrower as of September 30, 2021, prepared after giving effect to the Healthsmart Transactions as if the Healthsmart Transactions had occurred as of such date (utilizing, for purposes of such pro forma unaudited consolidated balance sheet, Healthsmart’s unaudited consolidated balance sheet as of October 31, 2021), which need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, as amended, or include adjustments for purchase accounting. (h) To the extent such documentation and information has not previously been delivered in connection with the funding of the Closing Date Term Loans, the 2020 Incremental Term Loans and/or the 2021 Incremental Term Loans, the Administrative Agent shall have received at least two (2) Business Days prior to the instruments, certificates and documents set forth in Sections 5.01(v) through Amendment No. 5 Effective Date (x) and (xvii) of the Credit Agreement in respect of GGP Cumulus and GGP Nimbus, each in its capacity or such shorter period as a Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, in each case dated as of the date of this Amendment, all in form and substance reasonably may be acceptable to the Administrative Agent;) all documentation and other information in respect of the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations (including the USA PATRIOT Act) that has been reasonably requested in writing by the Administrative Agent at least ten (10) Business Days prior to the Amendment No. 5 Effective Date. (ei) The Administrative Agent shall have received a solvency certificate from a Financial Officer of the Borrower (after giving effect to the extent any Note Healthsmart Transactions) substantially in the form attached as Exhibit I to the Amended Credit Agreement (or, at the option of the Borrower, a third party opinion as to the solvency of the Borrower and its Restricted Subsidiaries on a consolidated basis). (j) Since the date of the Healthsmart Acquisition Agreement, no “Material Adverse Effect” (as defined in the Healthsmart Acquisition Agreement) shall have occurred. (k) The Healthsmart Acquisition shall have been issued to consummated, or shall be consummated substantially concurrently with the Borrowing of 2022 Incremental Term Loans on the Amendment No. 5 Effective Date, in all material respects in accordance with the terms of the Healthsmart Acquisition Agreement; provided that no provision of the Healthsmart Acquisition Agreement shall have been amended or waived, nor shall any Lender on consent have been given, by the Borrower or prior any of its Affiliates in a manner materially adverse to the date 2022 Incremental Term Lenders (in their capacity as such) without the consent of this Amendmentthe 2022 Incremental Term Lenders (such consent not to be unreasonably withheld, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbusdelayed or conditioned); provided, howeverfurther, that (i) the 2022 Incremental Term Lenders shall be deemed to have consented to such replacement Notes waiver, amendment or consent unless they shall object thereto within two (2) Business Days after receipt of written notice of such waiver, amendment or consent, (ii) any amendment, waiver or consent which results in a reduction in the purchase price for the Healthsmart Acquisition shall be deemed not to be required unless and until such time as the relevant Lender has returned its original Note materially adverse to the Administrative Agent 2022 Incremental Term Lenders to the extent (x) such reduction is applied to reduce the aggregate 2022 Incremental Term Loan Commitments or (y) such reduction is pursuant to the Healthsmart Acquisition Agreement as in effect on the date thereof, including pursuant to any working capital and/or purchase price (or its counselsimilar) adjustment provision set forth in the Healthsmart Acquisition Agreement as in effect on the date thereof (in each case as amended or waived or consented to in compliance with this clause (k)), (iii) any amendment, waiver or consent which results in an increase in purchase price for concurrent cancellation the Healthsmart Acquisition shall be deemed not to be materially adverse to the 2022 Incremental Term Lenders so long as (x) such increase is funded with the an equity contribution constituting an issuance of Qualified Equity Interests by Holdings or any Parent Company to a Person other than a Subsidiary of Holdings or borrowings under the Revolving Facility (so long as such replacement Note borrowings (and other than, for the Partnership shall have received confirmation thereof) and (iiavoidance of doubt, any borrowings used to fund working capital needs of the Borrower or its Restricted Subsidiaries or Healthsmart) to the extent used to fund such Notes increase do not exceed $10,000,000 in aggregate principal amount) or (y) such increase is pursuant to the Healthsmart Acquisition Agreement as in effect on the date thereof, including pursuant to any working capital and/or purchase price (or similar) adjustment provision set forth in the Healthsmart Acquisition Agreement as in effect on the date thereof (in each case as amended or waived or consented to in compliance with this clause (k)) and (iv) any change to the definition of “Material Adverse Effect” (as defined in the Healthsmart Acquisition Agreement) shall be deemed materially adverse to the 2022 Incremental Term Lenders and shall require the consent of the 2022 Incremental Term Lenders (not to be unreasonably withheld, delayed, denied or conditioned), provided that the 2022 Incremental Term Lenders shall be deemed to have not consented to such change unless they shall object thereto within two (2) business days after receipt of written notice of such change. (l) The Healthsmart Specified Representations shall be true and correct in all material respects on the Amendment No. 5 Effective Date (unless such Healthsmart Specified Representations relate to an earlier date, in which case, such Healthsmart Specified Representations shall have been returned true and correct in all material respects as described of such earlier date). (m) The Healthsmart Specified Acquisition Agreement Representations shall be true and correct in all material respects on the Amendment No. 5 Effective Date, but only to the extent that the Borrower (or any of its Affiliates) has the right (taking into account any applicable cure provisions) to terminate its (or such Affiliates’) obligations under the Healthsmart Acquisition Agreement, or to decline to consummate the Healthsmart Acquisition (in each case, in accordance with the terms thereof) as a result of a breach of such Healthsmart Specified Acquisition Agreement Representations. (n) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying that the condition set forth in clause (i)l) above has been satisfied. For purposes of determining compliance with the conditions specified in this Section 4, no such replacement Notes the Administrative Agent, each Term Lender and each 2022 Incremental Term Lender that has signed this Amendment shall constitute a condition 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 the effectiveness Administrative Agent, a Term Lender or a 2022 Incremental Term Lender, as applicable, unless, in the case of this Amendment; and (f) a Term Lender or a 2022 Incremental Term Lender, the Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced notice from such Term Lender or 2022 Incremental Term Lender prior to the 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 proposed Amendment and the other Loan DocumentsNo. 5 Effective Date specifying its objection thereto.

Conditions of Effectiveness. The effectiveness of this Amendment This Agreement is subject to the provisions of Section 11.01 of the Credit Agreement, and shall become effective when, and only when, each of the following conditions precedent thatshall have been satisfied: (a) the Administrative Agent shall have received counterpart signature pages all of the following documents (in sufficient copies for each Lender), each such document (unless otherwise specified) dated the date of receipt thereof by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Amendment Agreement executed by (A) the Borrower and the Loan Party Representative (on behalf of the other Loan Parties), (B) the Required Lenders, (C) all the Tranche B Term Lenders identified on Schedule 2.01-A to this Agreement, (D) all Additional Lenders, (E) Lenders holding a majority of the Total Outstanding Amount of each Tranche of the Term Facility (other than the Tranche B Term Facility), and (F) the Required Revolving Lenders, or, as to any such Lender, advice satisfactory to the Administrative Agent that such Lender has executed this Agreement; (ii) a consent to this Agreement executed by each Guarantor; (iii) one or more Notes in the form of Exhibit C-1-BR to this Agreement, payable to the order of each Lender requesting such a Note, duly executed by the BorrowersBorrower, evidencing the Tranche B Replacement Term Loans of such Lender; (iv) a Certificate executed by a Responsible Officer of the Loan Party Representative, on behalf of itself and the other Loan Parties, dated the Agreement Effective Date, (A) attaching true and correct copies of resolutions of each Loan Party as to the execution and delivery of this Agreement and any such Note or such consent of a Guarantor, as the case may be, (B) confirming the matters provided in subsection (c) below, and (C) as to such other matters as the Administrative Agent may reasonably request; and (v) favorable opinions of Dow, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PLC, special counsel to the Loan Parties, and of the General Counsel to the Loan Party Representative, on behalf of the Loan Parties, each of addressed to the Lenders required pursuant Administrative Agent and each Lender, as to Section 12.07 of such matters with respect to the Loan Parties, this Agreement, the Credit Agreement, as amended by this Agreement, such Notes and such consents of the Swingline Lender, each Issuing Bank and Guarantors as the Administrative Agent;Agent may reasonably request. (b) the Administrative Agent shall have received counterparts payment of the Consent following: (i) for the account of each Tranche B Term Lender, accrued and Reaffirmation attached unpaid interest on the Tranche B Term Loans of such Lender to the Agreement Effective Date, (ii) for the account of the Administrative Agent, the amount of any expenses required to be reimbursed on or before the Agreement Effective Date pursuant to Section 5.03 hereof, and (iii) for the account of any arranger in connection with the transactions contemplated hereby, any amounts as Exhibit A hereto duly executed by may have been separately agreed with the Guarantors (the “Consent and Reaffirmation”)Borrower; (c) the Administrative Agent shall have received (i) counterparts representations and warranties of the Joinder Agreement attached as Exhibit B hereto duly executed by the existing Borrowers, GGP Cumulus, GGP Nimbus Loan Parties contained in Section 5.04 hereof shall be true and the Administrative Agent (the “Joinder”) and (ii) a joinder to the Guaranty correct in the form attached thereto duly executed by GGP LLC (the “Guaranty Joinder”);all material respects; and (d) evidence that arrangements satisfactory to the Administrative Agent shall have received been made for the instruments, certificates and documents set forth in Sections 5.01(v) through (x) and (xvii) application of the Credit Agreement in respect of GGP Cumulus and GGP Nimbus, each in its capacity as a Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, in each case dated as proceeds of the date of this Amendment, all in form and substance reasonably acceptable Tranche B Replacement Term Loans made by the Additional Lenders to the Administrative Agent; (e) to the extent any Note shall have been issued to any Lender on or prior to the date repayment of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the 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 extent such Notes all Tranche B Term Loans which have not been returned as described in clause (i), no such replacement Notes shall constitute a condition designated for conversion pursuant to the effectiveness of this Amendment; and (f) the Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced prior to the 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 and the other Loan DocumentsSection 4.01.

Conditions of Effectiveness. The effectiveness This Amendment shall be effective on the date (the "Amendment Effective Date") that each of this Amendment is subject to the following conditions precedent thathas been satisfied: (a) the Administrative Agent shall have received counterpart signature pages Counterparts of this Amendment duly shall have been executed and delivered to Administrative Agent by the BorrowersBorrower, each of the Lenders required pursuant to Section 12.07 of the Credit Agreement, the Swingline Lender, each Issuing Bank Administrative Agent and the Administrative AgentLenders; (b) the Borrower, Guarantor and each Subordinated Debtholder shall have executed and delivered to Administrative Agent shall have received counterparts of their respective consents in the Consent and Reaffirmation forms attached as Exhibit A hereto duly executed by the Guarantors (the “Consent and Reaffirmation”)hereto; (c) the Administrative Agent Copies of certificates of good standing shall have received (i) counterparts of the Joinder Agreement attached as Exhibit B hereto duly executed been delivered for Borrower and GPE, certified by the existing Borrowers, GGP Cumulus, GGP Nimbus and the Administrative Agent (the “Joinder”) and (ii) a joinder to the Guaranty appropriate governmental officer in the form attached thereto duly executed by GGP LLC (the “Guaranty Joinder”)their jurisdiction of organization; (d) Copies, certified by the Administrative Agent shall have received the instrumentsSecretary or Assistant Secretary of Borrower and GPE, certificates and documents set forth in Sections 5.01(v) through of their Articles of Organization or Articles of Incorporation, Operating Agreement or Bylaws (xtogether with all amendments thereto) and of its Board of Directors' resolutions (xviiand resolutions of other bodies, if any are deemed necessary by counsel for any Lender) of authorizing the Credit Agreement in respect of GGP Cumulus and GGP Nimbus, each in its capacity as a Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, in each case dated as of the date execution 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 the date of this AmendmentAn incumbency certificate, replacement Notes executed by the Borrowers (including GGP Cumulus Secretary or Assistant Secretary of each of Borrower and GGP Nimbus); providedGPE, howeverwhich shall identify by name and title and bear the signature of the officers of Borrower and GPE, that (i) such replacement Notes shall not be required unless and until such time as the relevant Lender has returned its original Note case may be, authorized 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 extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness of this Amendment; and (f) the Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced prior to the 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 sign this Amendment and the other Loan Documents, upon which certificate Administrative Agent and Lenders shall be entitled to rely until informed of any change in writing by Borrower or GPE, as the case may be; (i) A certificate, in form and substance satisfactory to Administrative Agent, signed by the Chief Financial Officer or the Vice President, Corporate Development & Finance of Borrower, stating that on Amendment Effective Date no Default or Unmatured Default has occurred and is continuing and (ii) a schedule of Distributions made by the Borrower in the twelve calendar months preceding the Amendment Effective Date; (g) Written opinions of Borrower's and Guarantor's counsel, addressed to Administrative Agent and Lenders, in form and content acceptable to Administrative Agent; (h) Evidence satisfactory to Administrative Agent that Borrower has paid the arrangement and amendment fees previously agreed to between Administrative Agent and the Borrower, together with the expenses which Administrative Agent and Borrower have agreed to herein; (i) Audited Consolidated Financial Statements for Borrower for the fiscal year ending in 2004, and (b) Unaudited Interim Consolidated Financial Statements for Borrower for each fiscal month and quarterly period ended after the latest fiscal year referred to in clause (a), and such financial statements shall not, in the judgment of Administrative Agent, disclose any Material Adverse Change in the consolidated financial position of Borrower from what was reflected in the financial statements previously furnished to Administrative Agent; (j) A statement disclosing Permitted Existing Liens on the assets of Borrower and its Subsidiaries satisfactory to Administrative Agent; (k) Results of a recent lien search in each relevant jurisdiction with respect to Borrower, and such search shall reveal no liens on any of the assets of Borrower except for the Permitted Existing Liens; (l) A certificate from the Chief Financial Officer or Vice President, Corporate Development & Finance of the Borrower which shall document that the Borrower is Solvent both before and after entering into this Agreement and the transactions contemplated hereby; and (m) Such other documents as the Administrative Agent or any Lender or its counsel may have reasonably requested.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent thatprecedent: (a) the Administrative Agent shall have received counterpart signature pages of this Amendment duly executed by the Borrowers, each of the Lenders required pursuant to Section 12.07 of the Credit Agreement, the Swingline Lender, each Issuing Bank and the Administrative Agent; (b) the The Administrative Agent shall have received counterparts of (i) this Amendment duly executed by the Borrower, the Required Lenders and the Administrative Agent, (ii) the Consent and Reaffirmation attached as Exhibit A hereto duly executed by the Subsidiary Guarantors and (iii) the “Consent Pledge Agreement duly executed by the applicable Loan Parties and Reaffirmation”);the Administrative Agent. (cb) the The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party (i) counterparts certifying (w) that there have been no changes in the Certificate of Incorporation or other charter document of such Loan Party, as attached thereto and as certified as of a recent date by the Secretary of State (or analogous governmental entity) of the Joinder jurisdiction of its organization, since the date of the certification thereof by such governmental entity, (x) that there have been no changes to the By-Laws or other applicable organizational document of such Loan Party since August 30, 2017, or that if there have been changes thereto since such date, attaching thereto the current version thereof as in effect on the date of such certification, (y) resolutions of the Board of Directors or other governing body of such Loan Party authorizing the execution, delivery and performance of this Amendment and each Loan Document (as amended hereby) to which it is a party, and (z) the names and true signatures of the incumbent officers of each Loan Party authorized to sign the Loan Documents to which it is a party, and (in the case of the Borrower) authorized to request a Borrowing or the issuance of a Letter of Credit under the Amended Credit Agreement attached as Exhibit B hereto duly executed by the existing Borrowers, GGP Cumulus, GGP Nimbus and the Administrative Agent (the “Joinder”) and (ii) attaching a joinder Good Standing Certificate (or analogous documentation if applicable) for such Loan Party from the Secretary of State (or analogous governmental entity) of the jurisdiction of its organization, to the Guaranty extent generally available in the form attached thereto duly executed by GGP LLC (the “Guaranty Joinder”);such jurisdiction. (dc) the The Administrative Agent shall have received favorable written opinions (addressed to the instruments, certificates Administrative Agent and documents set forth in Sections 5.01(v) through (x) the Lenders and (xvii) of the Credit Agreement in respect of GGP Cumulus and GGP Nimbus, each in its capacity as a Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, in each case dated as of the date hereof) of this Amendment(i) ▇▇▇▇▇ Lovells US LLP, all special New York and Delaware counsel to the Loan Parties and (ii) internal counsel to the Loan Parties as to certain corporate capacity and authorization matters and non-New York, non-federal and non-Delaware law matters, in each case in form and substance reasonably acceptable satisfactory to the Administrative Agent and covering such matters relating to the Loan Parties, the Loan Documents, this Amendment and the transactions contemplated hereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsels to deliver such opinions. (d) The Administrative Agent shall have received: (i) the results of a recent lien search in the jurisdiction of organization of each Loan Party and each other jurisdiction required by the Administrative Agent, and such searches shall reveal no Liens on any of the Equity Interests owned by the Loan Parties except for liens discharged on or prior to the date hereof pursuant to a pay-off letter or other documentation reasonably satisfactory to the Administrative Agent; (eii) the certificates representing the Equity Interests pledged pursuant to the Pledge Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof in each case, to the extent required to be delivered pursuant to the Pledge Agreement; and (iii) each document (including any Note Uniform Commercial Code financing statements) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a perfected Lien on the Collateral described therein, which shall have been issued to be in proper form for filing, registration or recordation. (e) To the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, any Lender on or that has requested, in a written notice to the Borrower at least five (5) days prior to the date hereof, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the 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 extent such Notes have not been returned as described condition set forth in this clause (ie) shall be deemed to be satisfied), no such replacement Notes shall constitute a condition to the effectiveness of this Amendment; and. (f) 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 amendment fee in an amount equal to the amount previously disclosed to the Lenders and agreed with the Borrower. (g) The Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates actual affiliates’ reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced prior to the date of this Amendment, the actual including 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 for which invoices have been presented prior to the date hereof. The parties hereto agree that, to the extent necessary to effect the amendments contemplated hereby, the Administrative Agent is authorized to make such reallocations, sales, assignments or other relevant actions in respect of, in the case of a “Revolving Lender”, its “Revolving Commitment” and “Revolving Exposure” as are necessary in order that each such Lender’s Revolving Exposure under the other Loan DocumentsAmended Credit Agreement reflects such Lender’s Applicable Percentage thereof on the date hereof after giving effect to this Amendment.

Conditions of Effectiveness. The effectiveness of this First Amendment is (including the amendments contained in SECTION 1 and agreements contained in SECTION 2) are subject to the satisfaction (or written waiver) of the following conditions precedent that:(the date of satisfaction of such conditions being referred to herein as the “First Amendment Effective Date”): (a) the Administrative Agent This First Amendment shall have received counterpart signature pages of this Amendment been duly executed by the Borrowers, each of the Subsidiary Guarantors and the Term Loan B Agent (which may include a copy transmitted by facsimile or other electronic method), and delivered to the Term Loan B Agent, and the Lenders required pursuant to Section 12.07 of under the Credit Agreement, Agreement consisting of at least the Swingline Lender, each Issuing Bank and Required Term B Lenders immediately prior to the Administrative Agent;First Amendment Effective Date. (b) Jefferies, as Repricing Arranger, shall have received all fees due and payable under that certain engagement letter, dated as of December 4, 2019, by and among the Administrative Borrowers and Jefferies (the “First Amendment Engagement Letter”). (c) The Term Loan B Agent shall have received counterparts 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 Consent Luxembourg Loan Parties to enter into the Loan Documents, in each case in form and Reaffirmation attached substance reasonably satisfactory to the Term Loan B Agent. (d) The Term Loan B Agent shall have received a certificate signed by a Responsible Officer of the Borrowers as Exhibit A hereto duly executed by to the Guarantors matters set forth in paragraphs (the “Consent g) and Reaffirmation”)(h) of this SECTION 3; (ce) the Administrative The Term Loan B Agent shall have received (I) a certificate dated as of the First Amendment Effective Date of the corporate secretary or an assistant or associate corporate secretary or director (or such other officer reasonably acceptable to the Term Loan B Agent) of each of the Loan Parties, in form and substance reasonably satisfactory to the Term Loan B Agent, certifying (i) counterparts that either (A) attached thereto is a true and complete and up to date copy of the Joinder Agreement attached 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 the case of any Loan Party that is a Cayman Islands exempted company) as Exhibit B hereto duly executed of a recent date by the existing Borrowerssecretary of state (or comparable Governmental Authority) of its jurisdiction of organization (where applicable), GGP Cumulusand 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 Closing Date to the Term Loan B Agent have not been amended and are in full force and effect, GGP Nimbus and the Administrative Agent (the “Joinder”) and (ii) that either (A) attached thereto is a joinder 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 of 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 Closing Date to the Guaranty Term Loan B 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 First 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 First Amendment or any of such other Loan Documents, and attaching all such copies of the documents described above together with, in the form attached thereto duly executed by GGP LLC (case of the “Guaranty Joinder”); (d) Loan Parties incorporated in the Administrative Agent shall have received the instrumentsCayman Islands, certificates copies of their internal registers of directors and documents set forth in Sections 5.01(v) through (x) officers and registers of mortgages and charges and (xviiII) of the Credit Agreement in respect of GGP Cumulus (i) any Luxembourg Loan Party, (ii) WHBL Luxembourg S.à ▇.▇., (iii) Herbalife Luxembourg Distribution S.à ▇.▇., (iv) HLF Luxembourg Distribution S.à ▇.▇. and GGP Nimbus(v) Herbalife Africa (together the “Luxembourg Entities” and each a “Luxembourg Entity”), each in its capacity a manager’s certificate dated as of the First Amendment Effective Date signed by a Borrowermanager 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 in respect complete certified excerpt of GGP LLC, in its capacity as a Guarantor, in each case the Luxembourg Companies Register pertaining to the relevant Luxembourg Entity dated as of the date of this Amendment, all in form Agreement; (C) an electronic true and substance reasonably acceptable to complete certified certificate of non-registration of judgment (certificat de non-inscription d’une décision judiciaire) dated as of the Administrative Agent; (e) to date of this Agreement issued by the extent any Note shall have been issued to any Lender on or Luxembourg Companies Register and reflecting the situation no more than one Business Day prior to the date of this AmendmentAgreement; (D) with respect to the Luxembourg Loan Parties only, replacement Notes executed true, complete and up-to-date board resolutions approving the entry by the Borrowers relevant Luxembourg Loan Party into, among others, the Loan Documents; (including GGP Cumulus 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 GGP Nimbus)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; provided(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, howeveras 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 Term Loan B Agent shall have received a certificate as of a recent date of the good standing of each of the 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 bring-down good standing certificates dated as of the First Amendment Effective Date, save that, (i) such replacement Notes bring-down good standing certificates with respect to any Loan Party that is formed in a State of the United States other than Delaware shall not be required unless and until such time as obtained by the relevant Lender has returned its original Note to Repricing Arranger’s counsel from the Administrative Agent applicable secretary of state or (or its counsel) for concurrent cancellation with the issuance of such replacement Note (and the Partnership shall have received confirmation thereofcomparable Governmental Authority) and (ii) 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 10 Business Days prior to the extent First Amendment Effective Date; (g) No Default or Event of Default has occurred and is continuing both before and immediately after giving effect to the transactions contemplated hereby; (h) The representations and warranties of each Loan Party set forth in SECTION 4(b) of this First Amendment are true and correct and the representations and warranties of each Loan Party set forth in SECTIONS 4(a) and (c) of this First Amendment are true and correct in all material respects on and as of the First Amendment Effective Date (immediately after giving effect to this First Amendment) as if made on as of such Notes have date, except in the case of any representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; provided, that, in each case such materiality qualifier shall not been returned as described in clause be applicable to any representations or warranties that already are qualified or modified by materiality or “Material Adverse Effect”; (i), no such replacement Notes shall constitute a condition to the effectiveness of this Amendment; and (f) the Administrative The Term Loan B Agent shall have received payment and/or reimbursement a solvency certificate in the form of Exhibit J of the Administrative Agent’s Credit Agreement from a Responsible Officer of the Parent with respect to the solvency of the Parent and its affiliates actual reasonable and documented out-of-pocket costs and expenses (includingSubsidiaries, on a consolidated basis, after giving effect to the extent invoiced prior to the date of this First 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 and the other Loan Documents.;

Conditions of Effectiveness. The effectiveness This Amendment shall become effective and be deemed effective as of this the date hereof (such date, the “Amendment is No. 1 Effective Date”), subject to the satisfaction of the conditions precedent thatprecedent: (a) the Administrative Agent shall have received counterpart signature pages each of the following: (i) the execution and delivery by counterparts of this Amendment duly executed by the Borrowers, each of the Lenders required pursuant to Section 12.07 of the Credit AgreementBorrower, the Swingline Lender, each Issuing Bank Increasing Lenders and the Administrative AgentNew Lender (which Lenders constitute the Required Lenders); (bii) the Administrative Agent shall have received counterparts of the Consent consent and Reaffirmation attached as Exhibit A hereto duly executed by the Guarantors reaffirmation agreement (the “Consent and Reaffirmation”), substantially in the form of Exhibit E attached hereto, executed by the Guarantors; (iii) a certificate of each Loan Party dated as of the Amendment No. 1 Effective Date signed by a Responsible Officer of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to the increased Commitments contemplated hereby and (y) in the case of the Borrower, certifying that, before and after giving effect to the increased Commitments contemplated hereby, (A) the representations and warranties contained in Article V of the Amended Credit Agreement and the other Loan Documents are true and correct on and as of the Amendment No. 1 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) of Section 5.04 of the Amended Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Amended Credit Agreement and (B) no Default exists; and (iv) upon the reasonable request of any Lender party hereto, in each case made at least five (5) days prior to the Amendment No. 1 Effective Date, (x) any documentation and other information requested by such Lender so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, and (y) a Beneficial Ownership Certification in relation to any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation; (b) the Triumph Acquisition shall have been, or substantially concurrently with the effectiveness of this Amendment shall be, consummated in all material respects in accordance with the terms of the Triumph Acquisition Agreement; and (c) the Administrative Agent Borrower shall have received (i) counterparts of the Joinder Agreement attached as Exhibit B hereto duly executed by the existing Borrowerspaid all fees, GGP Cumulus, GGP Nimbus and the Administrative Agent (the “Joinder”) and (ii) a joinder 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 Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, 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 the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the 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 extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness of this Amendment; and (f) the Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses (including, due and payable on the Amendment No. 1 Effective Date to the extent invoiced prior to the 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 and the other Loan DocumentsNo. 1 Effective Date.

Conditions of Effectiveness. The effectiveness This Amendment shall become effective as of this the first date (such date being referred to as the “Amendment No. 3 Effective Date”, which date is subject to August 8, 2014) when each of the following conditions precedent thatshall have been satisfied: (a) the The Administrative Agent shall have received counterpart signature pages of this Amendment Amendment, duly executed and delivered by (A) the BorrowersBorrower, each of (B) Holdings, (C) the Lenders required pursuant to Section 12.07 of Guarantors, (D) the Credit Agreement, the Swingline Incremental Term B-2 Lender, each Issuing Bank (F) the Required Lenders and (G) the Administrative Agent;. (b) the The Administrative Agent shall have received counterparts a Committed Loan Notice with respect to the Incremental Term B-2 Loans not later than 5:30 p.m. (New York, New York time) on the Business Day prior to the requested date of the Consent and Reaffirmation attached as Exhibit A hereto duly executed by the Guarantors (the “Consent and Reaffirmation”);Amendment No. 3 Effective Date. (c) The Administrative Agent shall have received, on behalf of itself, the First Lien Collateral Agent and the Lenders, an opinion from Ropes & ▇▇▇▇ LLP, New York counsel for the Loan Parties, dated the Amendment No. 3 Effective Date and addressed to the Administrative Agent, the First Lien Collateral Agent and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received such (ix) counterparts certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the Joinder Agreement attached state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as Exhibit B hereto duly executed by the existing Borrowers, GGP Cumulus, GGP Nimbus and the Administrative Agent (may reasonably require evidencing the “Joinder”) identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and (iiy) a joinder to certificate, dated as of the Guaranty in Amendment No. 3 Effective Date, signed by a Responsible Officer of the form attached thereto duly executed by GGP LLC (Borrower, confirming satisfaction of the “Guaranty Joinder”); (d) the Administrative Agent shall have received the instruments, certificates and documents conditions set forth in Sections 5.01(v) through (x4(f) and (xviig). (e) Payment of all reasonable fees and expenses due to the Administrative Agent and the Arrangers (as agreed to in writing between the Administrative Agent and/or the Arrangers and the Borrower), in each case required to be paid on the Amendment No. 3 Effective Date and to the extent invoiced at least two Business Days prior to the Amendment No. 3 Effective Date. Substantially simultaneous with effectiveness, the Lenders holding Term B-2 Loans immediately before the Amendment No. 3 Effective Date under the existing Credit Agreement shall have been paid all accrued and unpaid interest on their Term B-2 Loans to, but not including, the Amendment No. 3 Effective Date. (f) The representations and warranties of the Borrower and each other Loan Party contained in Article V of the Credit Agreement and any other Loan Document shall be true and correct in respect of GGP Cumulus all material respects on and GGP Nimbus, each in its capacity as a Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, in each case dated as of the date of this Amendmenthereof; provided that, all in form and substance reasonably acceptable to the Administrative Agent; (e) to the extent any Note that such representations and warranties specifically refer to an earlier date, they shall have been issued to any Lender on or prior to the date be true and correct in all material respects as of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus)such earlier date; provided, howeverfurther, that, any representation and warranty that is qualified as to “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates. (ig) such replacement Notes No Default shall not be required unless and until such time as exist, or would result from the relevant Lender has returned its original Note to effectiveness of this Amendment or from the application of the proceeds thereof. (h) 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) a Note executed by the Borrower for each Lender that requests such a Note at least two Business Days prior to the extent such Notes have not been returned as described in clause Amendment No. 3 Effective Date. (i)) To the extent reasonably requested by the Arrangers in writing not less than five (5) Business Days prior to the Amendment No. 3 Effective Date, no such replacement Notes the Administrative Agent shall constitute a condition have received, prior to the effectiveness of this Amendment; and, all documentation and other information with respect to the Loan Parties required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. (fj) the The Administrative Agent shall have received payment for the account of each Lender (other than GECC, in its capacity as Incremental Term B-2 Lender) that delivered an executed signature page to this Amendment (the “Consent”) prior to 5:00 PM (New York City time) on August 5, 2014, consent fees in an amount equal to 0.25% of such Lender’s principal amount of Term B-2 Loans, Revolving Credit Loans and/or reimbursement of the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses (includingRevolving Credit Commitments, to the extent invoiced as applicable, outstanding immediately prior to the 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 and the other Loan DocumentsNo. 3 Effective Date.

Conditions of Effectiveness. The effectiveness of this This Amendment is subject to shall become effective (the conditions precedent that“Effective Date”) when and only when: (a) the Administrative Agent shall have received counterpart signature pages executed counterparts of this Amendment duly executed by the Borrowersfrom Borrower, each of the Lenders required pursuant to Section 12.07 of the Credit Agreement, the Swingline Lender, each Issuing Bank Guarantor and the Administrative AgentLenders; (b) Borrower shall have paid to the Administrative Agent shall have received counterparts Agent, for the account of each Lender a fee in the amount equal to 0.25% times the positive remainder, if any, of (i) such Lender’s Revolving Loan Commitment Percentage of the Consent and Reaffirmation attached as Exhibit A hereto duly executed by Borrowing Base after giving effect to the Guarantors provisions of Sections 2.7 of this Amendment, minus (ii) such Lender’s Revolving Loan Commitment Percentage of the “Consent and Reaffirmation”)Borrowing Base immediately prior to giving effect to the provisions of Sections 2.7 of this Amendment; (c) the Administrative Agent representations and warranties of each Credit Party contained in the Financing Documents shall have received be true, correct and complete in all material respects (ior in all respects if such representation or warranty is by its terms already qualified as to materiality) counterparts on and as of the Joinder Agreement attached as Exhibit B hereto duly executed by the existing BorrowersEffective Date, GGP Cumulus, GGP Nimbus and the Administrative Agent (the “Joinder”) and (ii) a joinder except to the Guaranty extent that any such representation or warranty relates to a specific date in the form attached thereto duly executed by GGP LLC (the “Guaranty Joinder”)which case such representation or warranty shall be true and correct as of such earlier date; (d) the Administrative Agent shall have received the instruments, certificates and documents set forth in Sections 5.01(v) through (x) and (xvii) a certificate of the Credit Agreement in respect secretary, assistant secretary or other Responsible Officer of GGP Cumulus and GGP Nimbus, each in its capacity as a Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, in each case dated Borrower certifying as of the date Effective Date (i) that there have been no changes to the Organizational Documents of Borrower since the Closing Date, (ii) the resolutions of Borrower approving this Amendment, all and other documents executed in form connection with this Amendment and substance reasonably acceptable the related transactions (which certification may, if applicable, be by reference to previously adopted resolutions), and (iii) the Administrative Agentsignature and incumbency certificates of the officers of Borrower (which certification may, if applicable, be by reference to previously delivered incumbency certificates); (e) to the extent any Note shall have been issued to any Lender on or prior to the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the 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 extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness of this Amendment; and (f) the Administrative Agent shall have received payment and/or reimbursement a certificate of the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses secretary, assistant secretary or other Responsible Officer of each Guarantor certifying as of the Effective Date (including, i) that there have been no changes to the extent invoiced prior to Organizational Documents of such Guarantor since the date Closing Date, (ii) the resolutions of such Guarantor approving 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)) other documents executed in connection with this Amendment and the other Loan Documentsrelated transactions (which certification may, if applicable, be by reference to previously adopted resolutions), and (iii) the signature and incumbency certificates of the officers of such Guarantor (which certification may, if applicable, be by reference to previously delivered incumbency certificates); (f) as of the Effective Date and immediately after, no Default or Event of Default shall have occurred and be continuing; and (g) the Administrative Agent shall have received all documents and instruments that Administrative Agent has then reasonably requested, in addition to those described in this Section 3.1 (all such additional documents and instruments shall be reasonably satisfactory to Administrative Agent in form, substance and date).

Conditions of Effectiveness. The effectiveness of this Third Amendment is (including the amendments contained in SECTION 1 and agreements contained in SECTION 2) are subject to the satisfaction (or written waiver) of the following conditions precedent that:(the date of satisfaction of such conditions being referred to herein as the “Third Amendment Effective Date”): (a) the Administrative Agent This Third Amendment shall have received counterpart signature pages of this Amendment been duly executed by the Borrowers, each of the Subsidiary Guarantors, the Required Lenders (with respect to the amendment set forth in Section 1(b) hereof only) and the Term Loan B Agent (which may include a copy transmitted by facsimile or other electronic method), and delivered to the Term Loan B Agent, and the Lenders required pursuant to Section 12.07 of under the Credit Agreement, Agreement consisting of at least the Swingline Lender, each Issuing Bank and Required Term B Lenders immediately prior to the Administrative Agent;Third Amendment Effective Date. (b) Jefferies, as Repricing Arranger, shall have received all fees due and payable under that certain Arranger Fee Letter, dated as of February 9, 2021, by and among the Administrative Borrowers and Jefferies (the “Third Amendment Fee Letter”). (c) The Term Loan B Agent shall have received counterparts 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 Consent Luxembourg Loan Parties to enter into the Loan Documents and Reaffirmation attached subsistence of security interest, in each case in form and substance reasonably satisfactory to the Term Loan B Agent. (d) The Term Loan B Agent shall have received a certificate signed by a Responsible Officer of the Borrowers as Exhibit A hereto duly executed by to the Guarantors matters set forth in paragraphs (the “Consent g) and Reaffirmation”)(h) of this SECTION 3; (ce) the Administrative The Term Loan B Agent shall have received (I) a certificate dated as of the Third Amendment Effective Date of the corporate secretary or an assistant or associate corporate secretary or director (or such other officer reasonably acceptable to the Term Loan B Agent) of each of the Loan Parties, in form and substance reasonably satisfactory to the Term Loan B Agent, certifying (i) counterparts that either (A) attached thereto is a true and complete and up to date copy of the Joinder Agreement attached as Exhibit B hereto duly executed 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 the case of any Loan Party that is a Cayman Islands exempted company) by the existing Borrowerssecretary of state (or comparable Governmental Authority) of its jurisdiction of organization (where applicable), GGP Cumulusand 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 most recently delivered to the Term Loan B Agent have not been amended and are in full force and effect, GGP Nimbus and the Administrative Agent (the “Joinder”) and (ii) that either (A) attached thereto is a joinder 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 of 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 most recently delivered to the Guaranty Term Loan B 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 Third 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 Third Amendment or any of such other Loan Documents, and attaching all such copies of the documents described above together with, in the form attached thereto duly executed by GGP LLC (case of the “Guaranty Joinder”); (d) Loan Parties incorporated in the Administrative Agent shall have received the instrumentsCayman Islands, certificates copies of their internal registers of directors and documents set forth in Sections 5.01(v) through (x) officers and registers of mortgages and charges and (xviiII) of the Credit Agreement in respect of GGP Cumulus (i) any Luxembourg Loan Party, (ii) WHBL Luxembourg S.à ▇.▇., (iii) Herbalife Luxembourg Distribution S.à ▇.▇., (iv) HLF Luxembourg Distribution S.à ▇.▇. and GGP Nimbus(v) Herbalife Africa (together the “Luxembourg Entities” and each a “Luxembourg Entity”), each in its capacity a manager’s certificate dated as of the Third Amendment Effective Date signed by a Borrowermanager 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 in respect complete certified excerpt of GGP LLC, in its capacity as a Guarantor, in each case the Luxembourg Companies Register pertaining to the relevant Luxembourg Entity dated as of the date of this Amendment, all in form Agreement; (C) an electronic true and substance reasonably acceptable to complete certified certificate of non-registration of judgment (certificat de non-inscription d’une décision judiciaire) dated as of the Administrative Agent; (e) to date of this Agreement issued by the extent any Note shall have been issued to any Lender on or Luxembourg Companies Register and reflecting the situation no more than one Business Day prior to the date of this AmendmentAgreement; (D) with respect to the Luxembourg Loan Parties only, replacement Notes executed true, complete and up-to-date board resolutions approving the entry by the Borrowers relevant Luxembourg Loan Party into, among others, the Loan Documents; (including GGP Cumulus 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 GGP Nimbus)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; provided(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, howeveras the case may be, that (i) such replacement Notes shall not be required unless and until such time as due compliance by the relevant Lender has returned its original Note to Luxembourg Entity with, and adherence to, the Administrative Agent (or its counsel) for concurrent cancellation with provisions of the issuance Luxembourg Law dated 31 May 1999 concerning the domiciliation of such replacement Note (companies, as amended, and the Partnership shall have received confirmation thereof) and related circulars issued by the Commission de Surveillance du Secteur Financier or (ii) that the premises of the Luxembourg Entity are leased pursuant to the extent such Notes have not been returned as described a legal, valid and binding (and still in clause (i)full force and effect) lease agreement and correspond to sufficient unshared office space, no such replacement Notes shall constitute with a condition separate entrance and sufficient office equipment allowing it to the effectiveness of this Amendment; andeffectively carry out its business activities. (f) the Administrative The Term Loan B Agent shall have received payment and/or reimbursement a certificate as of a recent date of the Administrative Agent’s and good standing of each of the Loan Parties (other than the Luxembourg Loan Parties) under the laws of its affiliates actual reasonable and documented outjurisdiction of organization, from the secretary of state (or comparable Governmental Authority) of such jurisdiction as well as corresponding bring-ofdown good standing certificates dated as of the Third Amendment Effective Date, save that, no such bring-pocket costs and expenses (including, to down good standing certificate is required for any Loan Party that is a Cayman Islands exempted company where the extent invoiced above recent date of the certificate of good standing initially provided is no earlier than 10 Business Days prior to the date Third Amendment Effective Date; (g) No Default or Event of Default has occurred and is continuing both before and immediately after giving effect to the transactions contemplated hereby; (h) The representations and warranties of each Loan Party set forth in SECTION 5(b) of this Amendment, the actual reasonable Third Amendment are true and documented out-of-pocket fees and expenses of one counsel for the Administrative Agent, the Issuing Banks correct and the Lendersrepresentations and warranties of each Loan Party set forth in SECTIONS 5(a) and (c) of this Third Amendment are true and correct in all material respects on and as of the Third Amendment Effective Date (immediately after giving effect to this Third Amendment) as if made on as of such date, taken except in the case of any representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; provided, that, in each case such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified by materiality or “Material Adverse Effect”; (i) The Term Loan B Agent shall have received a whole (andsolvency certificate in the form of Exhibit J of the Credit Agreement from a Responsible Officer of the Parent with respect to the solvency of the Parent and its Subsidiaries, if necessaryon a consolidated basis, one local counsel in any relevant material jurisdiction after giving effect to such Persons, taken as a whole)) in connection with this Amendment and the other Loan Documents.Third Amendment;

Conditions of Effectiveness. The effectiveness This Amendment shall become effective when, and only when, the Lender shall have received each of this Amendment is subject the following which, in the case of documents, shall be in form and substance satisfactory to the conditions precedent thatLender and dated the date hereof or as of an earlier date acceptable to the Lender: (ai) the Administrative Agent shall have received a counterpart signature pages of this Amendment duly executed Amendment, Authenticated by the Borrowers, each of the Lenders required pursuant to Section 12.07 of the Credit Agreement, the Swingline Lender, each Issuing Bank and the Administrative AgentBorrower; (bii) a security agreement, in substantially the Administrative Agent shall have received counterparts form of the Consent and Reaffirmation attached as Exhibit A hereto duly executed hereto, Authenticated by the Guarantors (the “Consent and Reaffirmation”)▇▇▇▇▇▇ Subsidiaries; (c) the Administrative Agent shall have received (i) counterparts of the Joinder Agreement attached as Exhibit B hereto duly executed by the existing Borrowers, GGP Cumulus, GGP Nimbus and the Administrative Agent (the “Joinder”) and (iiiii) a joinder to the Guaranty Guaranty, in substantially the form of Exhibit B hereto, Authenticated by Jefferson Acquisition and ▇▇▇▇▇▇ Wellness; (iv) a joinder and amendment to the pledge agreement, in substantially the form of Exhibit C hereto, Authenticated by the Borrower and ▇▇▇▇▇▇ Wellness; (v) an amended and restated promissory note in the maximum principal amount of $7,000,000, in substantially the form attached thereto of Exhibit D hereto, Authenticated by the Borrower; (vi) an intercreditor agreement, in substantially the form of Exhibit E hereto, duly executed by GGP LLC (SWK and acknowledged by the “Guaranty Joinder”)Borrower and the ▇▇▇▇▇▇ Subsidiaries; (dvii) copies of all agreements, instruments and other documents executed or delivered by the Administrative Agent shall have received Borrower and the instruments▇▇▇▇▇▇ Subsidiaries in connection with the Acquisition, certificates and documents set forth in Sections 5.01(v) through (x) and (xvii) the incurrence of the Credit Agreement in respect of GGP Cumulus SWK Indebtedness and GGP Nimbus, each in its capacity as a Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, in each case dated as the granting of the date Junior Security Interests, certified by the Secretary or an Assistant Secretary of this Amendment, all in form and substance reasonably acceptable to the Administrative AgentBorrower; (eviii) to a certificate of an officer or the extent any Note shall have been issued to any Lender on managing member, as the case may be, of each of the Borrower and the ▇▇▇▇▇▇ Subsidiaries certifying (A) that attached thereto are true and complete copies of (I) the certificate of incorporation or prior to formation, as the date case may be, of the Borrower or such ▇▇▇▇▇▇ Subsidiary, (II) the bylaws or limited liability company agreement, as the case may be, of the Borrower or such ▇▇▇▇▇▇ Subsidiary and (III) the resolutions or a unanimous written consent of the board of directors or the managers of the Borrower or such ▇▇▇▇▇▇ Subsidiary, as the case may be, authorizing the execution, delivery and performance of this AmendmentAmendment and the other agreements, replacement Notes executed by instruments and documents delivered in connection herewith and with the Borrowers Acquisition to which the Borrower or such ▇▇▇▇▇▇ Subsidiary is a party and (including GGP Cumulus B) the incumbency, names and GGP Nimbus); providedtrue signatures of the officers or managers, however, that (i) such replacement Notes shall not be required unless and until such time as the relevant Lender has returned its original Note case may be, of the Borrower or such ▇▇▇▇▇▇ Subsidiary authorized to the Administrative Agent (or its counsel) for concurrent cancellation with the issuance of such replacement Note (sign this Amendment and the Partnership other agreements, instruments and documents delivered in connection herewith to which the Borrower or such ▇▇▇▇▇▇ Subsidiary is a party; (ix) payment of an amendment fee in the amount of $105,000, which shall have received confirmation thereof) be deemed fully earned when paid and (ii) to the extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness of this Amendmentbe non-refundable under any circumstance; and (fx) the Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses (including, to without limitation, attorneys’ fees) incurred by the extent invoiced prior to the 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)) Lender in connection with the preparation, execution and delivery of this Amendment and the other Loan Documentsagreements, instruments and documents delivered hereunder.

Conditions of Effectiveness. The effectiveness of this This Amendment is subject to --------------------------- the conditions precedent that: (a) the Administrative Agent shall have received counterpart signature pages provisions of this Amendment duly executed by the Borrowers, each of the Lenders required pursuant to Section 12.07 8.01 of the Credit Agreement. This Amendment shall become effective as of the date first above written when, and only when the Swingline Lender, each Issuing Bank and the Administrative Agent; (b) the Administrative Agent shall have received counterparts of the Consent and Reaffirmation attached as Exhibit A hereto duly this Amendment executed by the Guarantors Borrower and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Agent that such Lender has executed this Amendment when the Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the “Consent date of receipt thereof by the Agent (unless otherwise specified) and Reaffirmation”);in sufficient copies for each Lender, in form and substance satisfactory to the Agent (unless otherwise specified) and in sufficient copies for each Lender: (a) Notes to the order of each of the Lenders in a principal amount equal to each such Lender's Commitment after giving effect to this Amendment. (b) Certified copies of (i) the resolutions of the Board of Directors of the Borrower approving the incurrence of the Indebtedness contemplated by this Amendment and the Notes and the matters contemplated hereby and thereby and (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment, the Notes and the matters contemplated hereby and thereby. (c) the Administrative Agent shall have received (i) counterparts A certificate of the Joinder Agreement attached as Exhibit B hereto duly executed by Secretary or an Assistant Secretary of the existing BorrowersBorrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment, GGP Cumulus, GGP Nimbus the Notes and the Administrative Agent (the “Joinder”) other documents to be delivered hereunder and (ii) a joinder to the Guaranty in the form attached thereto duly executed by GGP LLC (the “Guaranty Joinder”);thereunder. (d) A copy of a certificate of the Administrative Agent shall have received Secretary of State of the instrumentsState of Delaware, certificates dated reasonably near the date hereof, listing the certificate of limited partnership of the Borrower and documents set forth each amendment thereto on file in Sections 5.01(vhis or her office and certifying that (A) through such amendments are the only amendments to the Borrower's certificate of limited partnership on file in his or her office, (xB) the Borrower has paid all franchise taxes to the date of such certificate and (xviiC) the Borrower is duly organized and in good standing under the laws of the State of Delaware. (e) A certified copy of the Partnership Agreement, duly executed. (f) A favorable opinion of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq., Senior Vice President--Legal for the Borrower, substantially in the form of Exhibit D to the Credit Agreement and as to such other matters as any Lender through the Agent may reasonably request. (g) A certificate signed by a duly authorized officer of the Borrower stating that: (i) The representations and warranties contained in respect of GGP Cumulus Section 4 hereof are correct on and GGP Nimbus, each in its capacity as a Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, in each case dated as of the date of this Amendment, all in form such certificate as though made on 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 the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the 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 extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness of this Amendmentdate; and (fii) the Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s No event has occurred and its affiliates actual reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced prior to the 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 is continuing that constitutes 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 and the other Loan DocumentsDefault.

Conditions of Effectiveness. The effectiveness of this Amendment Agreement is subject to satisfaction of the following conditions precedent that: precedent: (a) The Administrative Agent’s receipt of the Administrative Agent shall have received counterpart signature pages of this Amendment duly executed by the Borrowersfollowing, each properly executed (if applicable) by a Responsible Officer of the Lenders required pursuant signing Loan Party (which, subject to Section 12.07 10.10(b), may include any Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of the Credit Agreement, the Swingline Lenderan actual executed signature page), each Issuing Bank and dated the Administrative Agent; Closing Date (b) or, in the Administrative Agent shall have received counterparts case of certificates of governmental officials, a recent date before the Consent and Reaffirmation attached as Exhibit A hereto duly executed by the Guarantors (the “Consent and Reaffirmation”); (c) the Administrative Agent shall have received (i) counterparts of the Joinder Agreement attached as Exhibit B hereto duly executed by the existing Borrowers, GGP Cumulus, GGP Nimbus and the Administrative Agent (the “Joinder”Closing Date) and (ii) a joinder 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 Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, 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 the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the relevant Lender has returned its original Note satisfactory to the Administrative Agent and each of the Lenders: (or its counseli) for concurrent cancellation with the issuance executed counterparts of such replacement Note (and the Partnership shall have received confirmation thereof) and this Agreement from each party hereto; (ii) to a Note executed by the extent Borrower in favor of each Lender requesting a Note; (iii) such Notes have not been returned certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness of this Amendment; and (f) the Administrative Agent shall have received payment and/or reimbursement may require evidencing the identity, authority and capacity of the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses (including, each Responsible Officer thereof authorized to the extent invoiced prior to the 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 act as a whole (and, if necessary, one local counsel in any relevant material jurisdiction to such Persons, taken as a whole)) Responsible Officer in connection with this Amendment Agreement and the other Loan Documents.Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing and in good standing in its jurisdiction of organization or formation; (v) a customary opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, and ▇▇▇▇▇▇▇ LLP, special Maryland counsel to the Guarantor, addressed to the Administrative Agent and each Lender; (vi) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 4.02(a) and (b) have been satisfied; (vii) the Audited Financial Statements of the Guarantor referred to in Section 5.05(a); and (viii) a solvency certificate from the chief financial officer, treasurer or other senior financial officer of the Borrower substantially in the form attached hereto as Exhibit F. 84

Conditions of Effectiveness. 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 following conditions precedent that:(the date of satisfaction of such conditions being referred to herein as the “Fourth Amendment Effective Date”): (a) the Administrative Agent This Fourth Amendment shall have received counterpart signature pages of this Amendment been duly executed by the Borrowers, each of the Subsidiary Guarantors and the Pro Rata Agent (which may include a copy transmitted by facsimile or other electronic method), and delivered to the Pro Rata Agent and the Lenders required pursuant to Section 12.07 of under the Credit Agreement, Agreement consisting of at least the Swingline Lender, each Issuing Bank and Required Pro Rata Facility Lenders immediately prior to the Administrative AgentFourth Amendment Effective Date; (b) the Administrative Agent Rabobank, as Repricing Arranger, shall have received counterparts all fees due and payable under that certain engagement letter, dated as of the Consent July 16, 2021, by and Reaffirmation attached as Exhibit A hereto duly executed by the Guarantors among Parent and Rabobank (the “Consent and ReaffirmationFourth Amendment Engagement Letter”); (c) The Pro Rata Agent shall have received favorable legal opinions of (A) ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Administrative 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 signed by a Responsible Officer of the Borrowers as to the 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) counterparts that either (A) attached thereto is a true and complete and up to date copy of the Joinder Agreement attached 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 the case of any Loan Party that is a Cayman Islands exempted company) as Exhibit B hereto duly executed of a recent date by the existing Borrowerssecretary of state (or comparable Governmental Authority) of its jurisdiction of organization (where applicable), GGP Cumulus, GGP Nimbus and 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 (the “Joinder”) have not been amended and are in full force and effect, (ii) that either (A) attached thereto is a joinder 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 Guaranty 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 form attached thereto duly executed by GGP LLC (case of the “Guaranty Joinder”); (d) Loan Parties incorporated in the Administrative Agent shall have received the instrumentsCayman Islands, certificates copies of their internal registers of directors and documents set forth in Sections 5.01(v) through (x) officers and registers of mortgages and charges and (xviiII) of the Credit Agreement in respect of GGP Cumulus (i) any Luxembourg Loan Party, (ii) WHBL Luxembourg S.à ▇.▇., (iii) Herbalife Luxembourg Distribution S.à ▇.▇., (iv) HLF Luxembourg Distribution S.à ▇.▇. and GGP Nimbus(v) Herbalife Africa S.à ▇.▇. (together the “Luxembourg Entities” and each a “Luxembourg Entity”), each in its capacity a manager’s certificate dated as of the Fourth Amendment Effective Date signed by a Borrowermanager 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 in respect complete certified excerpt of GGP LLC, in its capacity as a Guarantor, in each case the Luxembourg Companies Register pertaining to the relevant Luxembourg Entity dated as of the date of this Fourth Amendment, all in form ; (C) an electronic true and substance reasonably acceptable to complete certified certificate of non-registration of judgment (certificat de non-inscription d’une décision judiciaire) dated as of the Administrative Agent; (e) to date of this Fourth Amendment issued by the extent any Note shall have been issued to any Lender on or Luxembourg Companies Register and reflecting the situation no more than one Business Day prior to the date of this Fourth Amendment; (D) with respect to the Luxembourg Loan Parties only, replacement Notes executed true, complete and up-to-date board resolutions approving the entry by the Borrowers relevant Luxembourg Loan Party into, among others, this Fourth Amendment and any related Loan Documents to which it is a party; (including GGP Cumulus 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 GGP Nimbus)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; provided(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, howeveras the case may be, that (i) such replacement Notes shall not be required unless and until such time as due compliance by the relevant Lender has returned its original Note to Luxembourg Entity with, and adherence to, the Administrative Agent (or its counsel) for concurrent cancellation with provisions of the issuance Luxembourg Law dated 31 May 1999 concerning the domiciliation of such replacement Note (companies, as amended, and the Partnership shall have received confirmation thereof) and related circulars issued by the Commission de Surveillance du Secteur Financier or (ii) that the premises of the Luxembourg Entity are leased pursuant to the extent such Notes have not been returned as described a legal, valid and binding (and still in clause (i)full force and effect) lease agreement and correspond to sufficient unshared office space, no such replacement Notes shall constitute with a condition separate entrance and sufficient office equipment allowing it to the effectiveness of this Amendment; andeffectively carry out its business activities; (f) the Administrative The Pro Rata Agent shall have received payment and/or reimbursement a certificate as of a recent date of the Administrative Agent’s and good standing of each of the Loan Parties (other than the Luxembourg Loan Parties) under the laws of its affiliates actual reasonable and documented outjurisdiction of organization, from the secretary of state (or comparable Governmental Authority) of such jurisdiction as well as corresponding telephonic bring-ofdown good standing certificates dated as of the Fourth Amendment Effective Date, save that, no such bring-pocket costs and expenses 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 (including, to the extent invoiced 15) Business Days prior to the date Fourth Amendment Effective Date; (g) No Default or Event of Default has occurred and is continuing both before and immediately after giving effect to the transactions contemplated hereby; (h) The representations and warranties of each Loan Party set forth in SECTION 5(b) of this Amendment, the actual reasonable Fourth Amendment are true and documented out-of-pocket fees and expenses of one counsel for the Administrative Agent, the Issuing Banks correct and the Lendersrepresentations 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 Fourth Amendment Effective Date (immediately after giving effect to this Fourth Amendment) as if made on as of such date, taken except in the case of any representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; provided, that, in each case such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified by materiality or “Material Adverse Effect”; (i) The Pro Rata Agent shall have received a whole (andsolvency certificate in the form of Exhibit J of the Credit Agreement from a Responsible Officer of the Parent with respect to the solvency of the Parent and its Subsidiaries, if necessaryon a consolidated basis, one local counsel in any relevant material jurisdiction after giving effect to such Persons, taken as a whole)) in connection with this Amendment and the other Loan Documents.Fourth Amendment;

Conditions of Effectiveness. The effectiveness of this This Amendment is subject to the conditions precedent that: (a) the Administrative Agent shall have received counterpart signature pages of this Amendment duly executed by the Borrowers, each become effective as of the Lenders required pursuant to Section 12.07 of the Credit Agreementdate first above written when, the Swingline Lenderand only when, each Issuing Bank and the Administrative Agent; (b) the Administrative Agent shall have received counterparts of the Consent and Reaffirmation attached as Exhibit A hereto duly this Amendment executed by the Guarantors (Company and the “Consent Majority Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment and Reaffirmation”); (c) the Administrative Agent shall have additionally received (i) counterparts all of the Joinder Agreement attached following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Administrative Agent, in sufficient copies for each Lender and in form and substance satisfactory to the Administrative Agent: (a) 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 B A hereto (together with each other security agreement and security agreement supplement delivered pursuant to Section 7.15 of the Credit Agreement, in each case as amended, the "Security Agreement"), duly executed by the existing BorrowersCompany and each ------------------- Subsidiary Guarantor, GGP Cumulus, GGP Nimbus and together with evidence of the Administrative Agent (insurance required by the “Joinder”) and (ii) a joinder to terms of the Guaranty in the form attached thereto duly executed by GGP LLC (the “Guaranty Joinder”);Security Agreement. (d) Deeds of trust, trust deeds, mortgages, leasehold mortgages and leasehold deeds of trust in substantially the Administrative Agent shall have received form of Exhibit B hereto and covering the instruments, certificates and documents set forth in Sections 5.01(v) through properties listed on Schedule II hereto (x) and (xvii) together with each other mortgage delivered pursuant to Section 7.15 of the Credit Agreement in respect of GGP Cumulus and GGP Nimbus, each in its capacity as a Borrower, and in respect of GGP LLC, in its capacity as a GuarantorAgreement, in each case dated as amended, the "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 reputable insurance companies or associations, and in such amounts and covering such risks, as is satisfactory to the Lenders. (f) 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 other matters as any Lender through the Administrative Agent may reasonably request. (g) A certificate signed by a duly authorized officer of the Company stating that: (i) 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 date of this Amendmentsuch certificate as though made on and as of such date other than any such representations or warranties that, all in form and substance reasonably acceptable by their terms, refer to the Administrative Agent; (e) to the extent any Note shall have been issued to any Lender on or prior to a date other than the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus)such certificate; provided, however, that (i) such replacement Notes shall not be required unless and until such time as the 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) No event has occurred and is continuing that constitutes a Default or an Event of Default. This Amendment is subject to the extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness provisions of this Amendment; and (f) the Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced prior to the 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 and the other Loan Documents.Section 12.01

Conditions of Effectiveness. The effectiveness of the amendment and restatement of the Existing Credit Agreement pursuant to Section 1 of this Amendment is Restatement Agreement (the “Restatement Effective Date”) shall be subject to the satisfaction or waiver of the following conditions precedent thatprecedent: (a) the Administrative Agent (or its counsel) shall have received counterpart signature pages of this Amendment a duly executed by and completed counterpart hereof that bears the signature of (A) Parent and the Borrowers, (B) each of 2026 Revolving Lender and each 2021 Term Lender, (C) the Lenders required pursuant to Section 12.07 of constituting Required Lenders under the Existing Credit Agreement, (D) the Swingline Lender, each Issuing Bank and the Swingline Lender and (E) the Administrative Agent; (b) a Borrowing Request with respect to the Administrative Agent shall have received counterparts 2021 Term Loan, executed by a Responsible Officer of the Consent applicable Borrower(s) and Reaffirmation attached as Exhibit A hereto duly executed by in accordance with the Guarantors (requirements of the “Consent and Reaffirmation”)Restated Credit Agreement; (c) the Parent shall deliver to the Administrative Agent shall have received legal opinions of (i) counterparts of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel for the Joinder Agreement attached as Exhibit B hereto duly executed by Loan Parties, (ii) A&L Goodbody, Irish counsel for the existing BorrowersLoan Parties, GGP Cumulus(iii) Elvinger, GGP Nimbus and 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 (the “Joinder”) and (iiix) a joinder to the Guaranty in the form attached thereto duly executed by GGP LLC (the “Guaranty Joinder”); (d) NautaDutilh Avocats Luxembourg S.à ▇.▇., Luxembourg counsel for 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 Borrower, and in respect of GGP LLC, in its capacity as a GuarantorAgent, in each case dated as of the date of this Amendmentcase, all in form and substance reasonably acceptable to the Administrative Agent; (ed) the Administrative Agent shall have received: (i) (x) a copy of the certificate, articles of association or articles of incorporation or other formation documents, including all amendments thereto, of each Loan Party, certified (to the extent available and customary in any Note 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 laws 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 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 Party; (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 (ix) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT Act, requested not less than ten Business Days prior to the date hereof; (e) the Administrative Agent and the Lead Arrangers shall have been issued to any Lender received all fees due and payable thereto on or prior to the date of this AmendmentRestatement Effective Date and, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the 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 extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition invoiced at least two Business Days prior to the effectiveness Restatement Effective Date, reimbursement of all reasonable and out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) in connection with this AmendmentRestatement Agreement required to be reimbursed and paid by the Loan Parties under the Existing Credit Agreement; and (f) the 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 have received payment and/or reimbursement notify the Parent and the Lenders of the Administrative Agent’s Restatement Effective Date, and its affiliates actual reasonable such notice shall be conclusive and documented out-of-pocket costs and expenses (including, to the extent invoiced prior to the 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 and the other Loan Documentsbinding.

Conditions of Effectiveness. The effectiveness This Amendment shall become effective when, and only upon the satisfaction of this Amendment is subject each of the following conditions, such satisfaction to the conditions precedent thatoccur on or prior to August 31, 2000: (a) the Administrative Agent No Default or Event of Default shall have received counterpart signature pages of be in existence after giving effect to this Amendment duly executed by the Borrowers, each of the Lenders required pursuant to Section 12.07 of the Credit Agreement, the Swingline Lender, each Issuing Bank and the Administrative AgentAmendment; (b) the Administrative Agent Noteholder shall have received counterparts executed originals of this Amendment and all of the following documents, each (unless otherwise indicated) being dated the date hereof, in form and substance satisfactory to the Noteholder: (i) The Notes; (ii) Copies of all documents evidencing all governmental approvals, if any, with respect to this Amendment and the matters contemplated hereby and thereby; (iii) 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; (iv) The Consent and Reaffirmation of the Facility Guarantors attached as Exhibit hereto by each of the Guarantors; (v) A hereto duly executed by Amendment No. 4, satisfactory to the Guarantors Required Holders in all respects, to the Wachovia Bank Credit Agreement; (vi) A duly executed Amendment No. 4, satisfactory to the “Consent 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 Reaffirmation”)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 Administrative Agent The Company shall have received (i) counterparts 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 Joinder Agreement attached as Exhibit B hereto duly executed by total principal amount outstanding of the existing Borrowers, GGP Cumulus, GGP Nimbus and the Administrative Agent (the “Joinder”) and (ii) a joinder to the Guaranty in the form attached thereto duly executed by GGP LLC (the “Guaranty Joinder”);Senior Debt; 9 (d) Payment to the Administrative Agent shall have received the instruments, certificates and documents set forth in Sections 5.01(v) through (x) and (xvii) Person indicated below of the Credit Agreement following amounts in respect of GGP Cumulus and GGP Nimbus, each in its capacity as a Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, in each case dated as of the date of this Amendment, all in form and substance reasonably acceptable to the Administrative Agent;immediately available funds: (ei) to the extent any Note shall have been issued Collateral Agent, Collateral Agent Fees in an amount equal to any Lender on or prior to the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the 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 $1,425; (ii) to the extent such Notes have not been returned Collateral Agent for Field Audit Expenses of the Collateral Agent with respect to Core Crown Crafts, CCIP, and Hamco, in the amount as described set forth in clause (i), no such replacement Notes shall constitute a condition statement submitted to the effectiveness Company; (iii) to the appropriate Secured Party, legal fees and expenses of this 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 (fiv) the Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced prior to the date of this Amendmentappropriate Secured Party, the actual reasonable and documented out-of-pocket fees and expenses of one counsel for consultants to 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)) respective Secured Parties incurred in connection with this Amendment and the other Loan Documentsreview of the Company's proposed employee retention plan.

Conditions of Effectiveness. The effectiveness of this This Amendment is subject to shall become effective (such date, the conditions precedent that“Amendment No. 3 Effective Date”) upon Agent’s receipt of: (a) the Administrative Agent shall have received counterpart signature pages a copy of this Amendment duly executed and delivered by the BorrowersAgent, Required Lenders, each Loan Party and Personal Guarantor (defined below) with one original executed copy of the Lenders required pursuant this Amendment to Section 12.07 of the Credit Agreementbe promptly delivered by Loan Parties to Agent, the Swingline Lender, each Issuing Bank in form and the Administrative substance satisfactory to Agent; (b) an executed Revolving Credit Note, dated of even date herewith, in the Administrative Agent shall have received counterparts principal amount of $7,500,000 issued by Borrower to the Consent and Reaffirmation attached as Exhibit A hereto duly order of New Lender, with one original executed copy to be promptly delivered by the Guarantors (the “Consent and Reaffirmation”)Borrower to Agent; (c) the Administrative Agent shall have received (i) counterparts an executed copy of the Joinder Agreement attached as Exhibit B hereto duly executed by the existing Borrowersan Amendment No. 3 Fee Letter, GGP Cumulusdated of even date herewith, GGP Nimbus between Borrower and the Administrative Agent (the “Joinder”) WBCC, in form and (ii) a joinder substance satisfactory to the Guaranty in the form attached thereto duly executed by GGP LLC (the “Guaranty Joinder”)WBCC; (d) a certificate of the Administrative Agent shall have received the instruments, certificates and documents set forth in Sections 5.01(v) through Secretary (x) and (xviior Assistant Secretary) of each Loan Party, dated on or around the Credit Agreement in respect of GGP Cumulus and GGP NimbusAmendment No. 3 Effective Date, each in its capacity as a Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, in each case dated as of the date of this Amendment, all in form and substance reasonably acceptable to Agent, certifying as to (a) the Administrative Agent;incumbency and signature of the officers (or other representatives) of each Loan Party executing this Amendment, (b) the authorizations by the board of directors (or other governing body) of such Loan Party to such officers or other representatives to enter into and carry out such transactions as are contemplated pursuant to this Amendment; and including therewith copies of the Organic Documents of such Loan Party as in effect on the Amendment No. 3 Effective Date and good standing certificates for each Loan Party dated not more than thirty (30) days prior to the Amendment No. 3 Effective Date, issued by the secretary of state or other appropriate official of each Loan Party’s jurisdiction of organization; and (e) to the extent any Note shall have been issued to any Lender on or prior to the date of this Amendmentsuch other documents, replacement Notes executed by the Borrowers (including GGP Cumulus instruments and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time agreements as the 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 extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness of this Amendment; and (f) the Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced prior to the 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 and the other Loan Documentsmay require.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the following conditions precedent thatprecedent: (a) the Administrative Agent shall have received counterpart signature pages counterparts of this Amendment duly executed by the BorrowersBorrower, each of the Issuing Banks, the Swingline Lenders, the Lenders required pursuant to Section 12.07 of the Credit Agreementexecute and deliver this Amendment in order to give effect hereto, the Swingline Lender, each Issuing Bank and the Administrative Agent; (b) the Administrative Agent shall have received counterparts of those other agreements, documents, instruments and other deliverables appearing in Exhibit B hereto, each in form and substance reasonably satisfactory to the Consent and Reaffirmation attached as Exhibit A hereto duly executed by the Guarantors (the “Consent and Reaffirmation”)Administrative Agent; (c) the Administrative Agent Lenders shall have received (i) counterparts satisfactory audited consolidated financial statements of the Joinder Agreement attached Borrower for the three most recent fiscal years ended prior to the Amendment No. 2 Effective Date as Exhibit B hereto duly executed by the existing Borrowersto which such financial statements are available, GGP Cumulus, GGP Nimbus and the Administrative Agent (the “Joinder”) and (ii) a joinder satisfactory unaudited interim consolidated financial statements of the Borrower for each quarterly period ended subsequent to the Guaranty in date of the form attached thereto duly executed by GGP LLC latest financial statements delivered pursuant to clause (i) of this clause (c) as to which such financial statements are available, and (iii) financial projections through fiscal year 2021 satisfactory to the “Guaranty Joinder”);Administrative Agent; Table of Contents (d) the Administrative Agent shall have received evidence satisfactory to it that no injunction or temporary restraining order exists and no litigation has commenced or is otherwise pending which would prohibit the instruments, certificates and documents set forth in Sections 5.01(v) through (x) and (xvii) making of the Credit Agreement in respect Loans or issuance of GGP Cumulus and GGP Nimbus, each in its capacity as a Borrower, and in respect any Letter of GGP LLC, in its capacity as a Guarantor, in each case dated as of the date of this Amendment, all in form and substance reasonably acceptable to the Administrative AgentCredit; (e) (i) the Borrower shall have made such prepayments of the Term A Loans so that the aggregate principal amount of Term A Loans outstanding as of the Amendment No. 2 Effective Date (after giving effect to this Amendment) shall not exceed $375,000,000 and (ii) each Amendment No. 2 Departing Lender (as defined below) shall have received payment in full of all of the Obligations owing to it under the Existing Credit Agreement prior to the extent effectiveness of this Amendment (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, “Swap Obligations” and “Unliquidated Obligations” (each as defined in the Existing Credit Agreement)); (f) The Loan Parties shall provide all information reasonably requested by the Administrative Agent (or by any Note Co-Syndication Agent upon written notice by such Co-Syndication Agent to the Borrower and the Administrative Agent) to allow such Co-Syndication Agent or the Administrative Agent to conduct flood due diligence and flood insurance compliance with respect to any Mortgaged Real Property reasonably satisfactory to each Co-Syndication Agent and the Administrative Agent and the Administrative Agent shall have been issued to any Lender received confirmation (which confirmation may be delivered via email) from each Co-Syndication Agent of the foregoing; (g) the representations and warranties of the Loan Parties set forth in each Loan Document shall be true and correct in all material respects (or in all respects if qualified by materiality) as of the date hereof; (h) no Default or Event of Default shall have occurred and be continuing; (i) the Administrative Agent, the Lenders and their respective Affiliates shall have received all fees and other amounts due and payable on or prior to the date Amendment No. 2 Effective Date, including, without limitation, fees and other amounts for the benefit of this Amendmenteach Lender and JPMorgan under the Amended and Restated JPM Fee Letter, replacement Notes executed by dated as of February 10, 2017, between the Borrowers (including GGP Cumulus Borrower, JPMorgan and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the 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 extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness of this AmendmentAgent; and (fj) the Administrative Agent shall have received all amounts due and payable on or prior to the Amendment No. 2 Effective Date, including, to the extent invoiced, reimbursement or payment and/or reimbursement of the Administrative Agent’s and its affiliates actual all reasonable and documented out-of-pocket costs and expenses (including, required to be reimbursed or paid by the extent invoiced prior to the 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 and the other Loan DocumentsBorrower.

Conditions of Effectiveness. The effectiveness of This Amendment, the consents and agreements set forth in Section 3 and each Second Amendment Lender’s obligation to provide the Second Amendment Term Loans pursuant to this Amendment is subject to shall become effective as of the first date on which all of the following conditions precedent that:are satisfied (or waived in accordance with Section 10.2 of the Credit Agreement): (a) the Administrative Agent shall have received counterpart signature pages receipt by each party hereto of a copy of this Amendment duly executed by the BorrowersBorrower, each of other Loan Party party hereto, the Lenders required pursuant to Section 12.07 of the Credit Agreement, the Swingline Lender, each Issuing Bank and the Administrative Agent; (b) the Administrative Agent shall have received counterparts of the Consent and Reaffirmation attached as Exhibit A hereto duly executed receipt by the Guarantors (the “Consent and Reaffirmation”); (c) the Administrative Agent shall have received (i) counterparts of the Joinder Agreement attached as Exhibit B hereto duly executed by the existing Borrowers, GGP Cumulus, GGP Nimbus and the Administrative Agent (the “Joinder”) and (ii) a joinder 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 Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, 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 the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the relevant Lender has returned its original Note to the Administrative Agent (or its counsel) for concurrent cancellation of the following, each in form and substance reasonably satisfactory to the Administrative Agent and the Lenders: (i) amendments to the Warrants, duly executed by the parties thereto; (ii) the Board Observation Side Letter, duly executed by Holdings and the Lenders and other Persons party thereto; (iii) a Second Amendment BlackRock Fee Letter, duly executed by the Borrower and the Lenders party thereto; (iv) a Perfection Certificate, dated as of the date hereof, duly executed by each Loan Party in favor of the Administrative Agent and the Lenders; (v) results of customary lien and judgment searches with respect to each Loan Party; (vi) a notice of prepayment with respect to $237,061,087.10 of Loans to be prepaid on the issuance date hereof, duly executed by the Borrower; (vii) a Notice of Borrowing with respect to the funding of any Second Amendment Loans to be made on the date hereof, duly executed by the Borrower; (viii) a certificate of the Secretary or Assistant Secretary of each Loan Party, substantially in the form of Exhibit 3.1(b)(iii) to the Credit Agreement, attaching and certifying copies of (x) its bylaws, limited liability company agreement, declaration of sole member or partnership agreement, as applicable, or equivalent thereof, (y) its articles or certificate of incorporation, certificate of formation, articles of organization or certificate of partnership, as applicable, or equivalent thereof and (z) the resolutions of its Board of Directors, shareholders (if required) or comparable authorizations, authorizing the execution, delivery and performance of the Loan Document(s) to which it is a party and certifying the name, title and true signature of each officer of such replacement Note Loan Party executing the Loan Document(s) to which it is a party; (ix) certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of each Loan Party issued on the date hereof or as reasonably close to the date hereof as possible; (x) written opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP and ▇▇▇▇▇ Day, counsel to the Loan Parties, as applicable, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the Partnership transactions contemplated therein as the Administrative Agent and the Lenders shall have received confirmation thereofreasonably request (which opinions shall expressly permit reliance by permitted successors and assigns of the Administrative Agent and the Lenders); (xi) a certificate, substantially in the form of Exhibit 3.1(b)(vi) to the Credit Agreement, dated as of the date hereof, and signed by a Responsible Officer of the Borrower, certifying that immediately after giving effect to consummation of the transactions contemplated to occur on the date hereof, (A) no Default or Event of Default exists or shall result therefrom, (B) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respects) and (iiC) since December 31, 2023, there shall have been no change which has had or would reasonably be expected to have a Material Adverse Effect; (xii) evidence satisfactory to the extent such Notes have not been returned as described in clause (i), Administrative Agent and the Lenders that the Liquidity of the Borrower and the other Loan Parties shall be no such replacement Notes shall constitute a condition to the effectiveness of this Amendmentless than $50,000,000; and (fxiii) evidence of customary insurance policies and endorsements thereto maintained in accordance with Section 5.8 of the Credit Agreement; (c) the Administrative Agent Loan Parties shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates actual paid all reasonable and documented out-of-pocket costs and expenses (including, of the Lenders and the Administrative Agent to the extent invoiced prior required to be paid under Section 10.3 of the Credit Agreement and unpaid on the date hereof (including the attorney costs of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ US LLP); and (d) without duplication of the foregoing, with respect to the date of this AmendmentSecond Amendment Term Loans made on the Second Amendment Effective Date, the actual reasonable and documented out-of-pocket fees and expenses conditions set forth in Section 3.2 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 and the other Loan DocumentsCredit Agreement shall have been satisfied.

Conditions of Effectiveness. The effectiveness All provisions of this Fifth Amendment is subject to shall be effective upon satisfaction of, or completion of, the conditions precedent thatfollowing: (a) the Administrative Agent shall have received counterpart signature pages counterparts of this Fifth Amendment duly executed by the Borrowers, each of Lenders and acknowledged by the Lenders required pursuant to Section 12.07 of the Credit Agreement, the Swingline Exiting Lender, each Issuing Bank and the Administrative Agent; (b) the Administrative Agent shall have received counterparts of the Consent and Reaffirmation attached as Exhibit A hereto duly this Fifth Amendment executed by the Guarantors (the “Consent Borrower and Reaffirmation”)acknowledged by each Guarantor; (c) the Administrative Agent representations and warranties set forth in Section 2 of this Fifth Amendment shall have received (i) counterparts of the Joinder Agreement attached as Exhibit B hereto duly executed by the existing Borrowers, GGP Cumulus, GGP Nimbus be true and the Administrative Agent (the “Joinder”) and (ii) a joinder to the Guaranty in the form attached thereto duly executed by GGP LLC (the “Guaranty Joinder”)correct; (d) the Administrative Agent shall have received the instruments, certificates and documents set forth in Sections 5.01(v) through (x) and (xvii) a certified resolution of the Credit Agreement in respect Borrower authorizing the execution, delivery and performance of GGP Cumulus and GGP Nimbusthis Fifth Amendment, each in its capacity as a Borrowerthe New Revolving Loan Notes, the New Term Notes, and in respect of GGP LLC, in its capacity as a Guarantor, in each case dated as of the date of related documents required to be executed and delivered pursuant to Schedule 6.18 to this Fifth Amendment, all in form and substance reasonably acceptable to the Administrative Agenttogether with a Certificate of Incumbency; (e) to the extent any Note shall have been issued to any Lender on or prior to the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the 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 thereofa favorable opinion of counsel to the Borrower covering the matters set forth in Sections 2(c), (d) and (iie) to the extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness of this Fifth Amendment; and; (f) the Administrative Agent shall have received payment and/or reimbursement of fully-executed New Revolving Loan Notes and New Term Notes; (g) the Administrative Agent’s Agent shall have received for its benefit and its affiliates actual reasonable for the benefit of each Lender and documented out-of-pocket costs and expenses (including, to the extent invoiced prior to Arranger the date of this Amendmentfees in immediately available funds as agreed upon by the Borrower, the actual reasonable and documented out-of-pocket fees and expenses of one counsel for Arranger, the Administrative Agent, the Issuing Banks Agent and the Lenders; (h) since December 31, taken 2013, there shall not have occurred any event or condition that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; (i) the 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 a whole 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; (and, if necessary, one local counsel j) the Exiting Lender shall have received payment in any relevant material jurisdiction full in immediately available funds all amounts due and owing to such Persons, taken as a whole)) in connection with this Amendment it under the Credit Agreement and the other Loan Documents; and (k) the Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent and its counsel, such other documents, certificates and instruments as the Administrative Agent shall require.

Conditions of Effectiveness. The effectiveness of this Seventeenth Amendment is subject expressly conditioned upon the occurrence and completion of all of the following: (i) receipt by the Agent of the nonrefundable fee set forth in that certain letter agreement among the Agent and the Borrowers with respect to this Seventeenth Amendment; (ii) receipt by the Agent on behalf of the Banks of the nonrefundable fees equal to the conditions precedent that: aggregate of the amounts set forth on Exhibit II hereto; (aiii) the Administrative Agent shall have received counterpart signature pages Agent's receipt of counterparts of this Seventeenth Amendment duly executed by the Borrowers, each the Guarantors, the Agent and the Banks; (iv) the Agent's receipt of an incumbency certificate signed by the Secretary or Assistant Secretary of the Lenders Borrowers and Guarantors, and a certificate certifying as to all action taken by the Borrowers and Guarantors to authorize the execution, delivery and performance of this Seventeenth Amendment; (v) an opinion of Rich▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇quire, Counsel to the Loan Parties, reasonably satisfactory to the Agent regarding this Seventeenth Amendment; (vi) with respect to each new Guarantor or new Borrower (a "Joining Subsidiary") documentation as required pursuant to under Section 12.07 11.18 of the Credit Agreement, including without limitation the Swingline Lender, each Issuing Bank and the Administrative Agent; (b) the Administrative Agent shall have received counterparts completion of the Consent following: (1) executing and Reaffirmation attached as Exhibit A hereto duly executed by delivering to the Guarantors (the “Consent and Reaffirmation”); (c) the Administrative Agent shall have received (i) counterparts of the Joinder Agreement attached as Exhibit B hereto duly executed by the existing Borrowers, GGP Cumulus, GGP Nimbus and the Administrative Agent (A) in the “Joinder”case of a Joining Subsidiary which becomes a Borrower, a Revolving Credit Note in the form of Exhibit 1.01(R) and to the Credit Agreement, payable to each Bank, (iiB) a joinder to the Credit Agreement in form satisfactory to the Agent, (C) a counterpart signature page to the Guaranty Agreement executed by certain Loan Parties which is in the form attached thereto duly executed by GGP LLC of Exhibit 1.01 (the “Guaranty Joinder”G); (d1) the Administrative Agent shall have received the instruments, certificates and documents set forth in Sections 5.01(v) through (x) and (xvii) of to the Credit Agreement Agreement, in respect the case of GGP Cumulus and GGP Nimbus, each in its capacity as a Joining Subsidiary which becomes a Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, in each case dated as of the date of this Amendment, all in form and substance reasonably acceptable to the Administrative Agent; (eExhibit 1.01(G)(2) to the extent any Note shall have been issued to any Lender on or prior to Credit Agreement, in the date case of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the 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 extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness of this Amendment; and (f) the Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced prior to the 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 and the other Loan Documents.Joining Subsidiary which

Conditions of Effectiveness. The effectiveness of this Amendment is and the amendment of the Existing Credit Agreement set forth herein are subject to the satisfaction of the following conditions precedent that:(the date on which all of such conditions shall first be satisfied (or waived), which in the case of clause (b) may be substantially concurrent with the satisfaction of the other conditions specified below, the “Amendment Effective Date”): (a) The Administrative Agent’s (or its counsel’s) receipt of copies of the Administrative Agent shall have received counterpart signature pages following: (i) counterparts of this Amendment duly executed by the Borrowers, the Guarantors and all Revolving Credit Lenders under the Existing Credit Agreement; or, as to any of the foregoing Lenders, advice satisfactory to the Administrative Agent that such ▇▇▇▇▇▇ has executed this Amendment; (ii) certified copies of the resolutions of the boards of directors (or the equivalent thereof or a senior officer thereof or such other evidence in lieu thereof reasonably acceptable to the Administrative Agent) of each of the Lenders required pursuant to Section 12.07 Borrowers and each Guarantor approving the execution and delivery of the Credit AgreementAmendment and each other applicable Loan Document to which it is, or is intended to be a party, and of all documents evidencing other necessary constitutive action and, if any, material governmental and other third party approvals and consents, if any, with respect to the Amendment, the Swingline Lenderother Transactions and each other Loan Document; (iii) (A) a copy of the charter or other constitutive document of each Loan Party and each amendment thereto, each Issuing Bank and certified (as of a date reasonably acceptable to the Administrative Agent) by the Secretary of State (or other appropriate Governmental Authority) of the jurisdiction of its incorporation or organization (to the extent applicable and available in the relevant jurisdiction) (in case of Luxembourg Loan Parties, a copy of the applicable up-to-date consolidated articles of association, an electronically signed certificate of non-registration of a judicial decision or administrative dissolution without liquidation (certificat de non-inscription d’une décision judiciaire ou de dissolution administrative sans liquidation) from the insolvency register (registre de l’insolvabilité) and issued by the Luxembourg Business Registers as administrator (gestionnaire) of the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) in Luxembourg (the “RCSL”) as at a date no earlier than one (1) Business Day prior to the Amendment Effective Date and an up-to-date, true and complete electronically signed excerpt from the RCSL and issued by the Luxembourg Business Registers as administrator (gestionnaire) of the RCSL as at a date no earlier than one (1) Business Day prior to the Amendment Effective Date (or such other date reasonably 2 [Dana – Amendment No. 6] acceptable to the Administrative Agent), as the case may be, thereof as being a true and complete copy thereof or (B) a certificate signed on behalf of each Loan Party certifying no changes to any of such Loan Party’s charters or other constitutive documents since the Amendment No. 5 Effective Date, in lieu of the foregoing; (biv) a certificate of each Loan Party signed on behalf of such Loan Party by a Responsible Officer (and with respect to any Luxembourg Loan Party, by a manager (gérant)), dated the Amendment Effective Date (the statements made in which certificate shall be true on and as of the Amendment Effective Date), certifying as to (A) the Administrative Agent shall have received counterparts accuracy and completeness of the Consent charter (or other applicable formation document or the equivalent thereof in the applicable jurisdiction) of such Loan Party and Reaffirmation the absence of any changes thereto; (B) the accuracy and completeness of the bylaws (or other applicable organizational document or the equivalent thereof in the applicable jurisdiction) of such Loan Party as in effect on the date on which the resolutions of the board of directors (or persons performing similar functions) of such Person referred to in clause (iii) above were adopted and the absence of any changes thereto (a copy of which shall be attached to such certificate); (C) the absence of any proceeding known to be pending for the dissolution, liquidation or other termination of the existence of such Loan Party (and, in the case of a Luxembourg Loan Party, that it is not subject to insolvency proceedings such as Exhibit A hereto duly executed bankruptcy (faillite), compulsory liquidation (liquidation judiciaire), voluntary liquidation (liquidation volontaire) winding-up, moratorium, composition with creditors (gestion contrôlée), suspension of payment (sursis de paiement), voluntary arrangement with creditors (concordat préventif de la faillite), fraudulent conveyance, general settlement with creditors, reorganization or similar order or proceedings affecting the rights of creditors generally and any proceedings in jurisdictions other than Luxembourg having similar effects); (D) the accuracy in all material respects of the representations and warranties made by such Loan Party in the Guarantors Loan Documents to which it is or is to be a party as though made on and as of the Amendment Effective Date; (E) the “Consent absence of any event occurring and Reaffirmation”)continuing that would constitute a Default; and (F) the absence of a Material Adverse Effect since December 31, 2022; (cv) the Administrative Agent shall have received (i) counterparts a certificate of the Joinder Agreement attached as Exhibit B hereto duly executed by Secretary or an Assistant Secretary (or the existing Borrowers, GGP Cumulus, GGP Nimbus equivalent thereof) of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Amendment and the Administrative Agent (the “Joinder”) and (ii) a joinder other documents to the Guaranty in the form attached thereto duly executed by GGP LLC (the “Guaranty Joinder”)be delivered thereunder; (dvi) a certificate, in substantially the Administrative Agent shall have received form of Exhibit I to the instrumentsExisting Credit Agreement attesting to the Solvency of Dana and its Restricted Subsidiaries, certificates on a consolidated basis (after giving effect to the transactions contemplated hereby), from its Chief Financial Officer or other financial officer; and (vii) favorable opinions of (A) ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇▇, Loop & ▇▇▇▇▇▇▇▇, LLP, Michigan and documents set forth in Sections 5.01(vOhio counsel to the Loan Parties, (C) through (x) Dentons Luxembourg, counsel to the Luxembourg Loan Parties, and (xviiD) a Responsible Officer of the Credit Agreement in respect of GGP Cumulus and GGP Nimbus, each in its capacity as a Borrower, and in respect of GGP LLC, in its capacity as a GuarantorDana, in each case dated as of the date of this Amendment, all in form Amendment Effective Date and substance reasonably acceptable to addressing such matters as the Administrative AgentAgent may reasonably request, including in respect of collateral; (eb) The Revolving Credit Lenders shall have received at least two (2) days prior to the Amendment Effective Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations and Beneficial Ownership Regulation, including without limitation, the Patriot Act to the extent any Note shall have been issued to any Lender on or reasonably requested of the Borrowers at least four (4) days prior to the date of this AmendmentAmendment Effective Date; (c) Since December 31, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided2022, however, that (i) such replacement Notes there shall not be required unless and until such time as the 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 extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute occurred a condition to the effectiveness of this AmendmentMaterial Adverse Effect; and (fd) the Administrative Agent Dana shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs paid all costs, fees and expenses (including, without limitation, legal fees and expenses in full in cash to the extent invoiced due and payable for which Dana has received an invoice at least one (1) day prior to the date of this Amendment, Amendment Effective Date) and other compensation payable to the actual reasonable and documented out-of-pocket fees and expenses of one counsel for Agents or 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 and the other Loan DocumentsLender Parties.

Conditions of Effectiveness. The effectiveness of this Amendment on each of the Amendment No. 3 Closing Date and the Amendment No. 3 Effective Date, as applicable, is subject to the satisfaction (or waiver by each of the Consenting Lenders) of the following conditions precedent thatprecedent: (a) the Administrative Agent shall have received counterpart signature pages counterparts of this Amendment duly executed by the BorrowersBorrower, the Guarantors party hereto and each of the Lenders required pursuant to Section 12.07 of the Credit Agreement, the Swingline Lender, each Issuing Bank Consenting ▇▇▇▇▇▇▇ and acknowledged by the Administrative Agent; (bi) the Administrative Agent and the Required Lenders shall have received counterparts executed copies of amendments or waivers, as applicable, to the Consent UST Tranche A Credit Agreement and Reaffirmation attached the UST Tranche B Credit Agreement, each in form and substance reasonably satisfactory to the Consenting Lenders and (ii) the conditions precedent set forth in each such amendment or waiver, as Exhibit A hereto duly executed by the Guarantors (the “Consent and Reaffirmation”)applicable, shall have been satisfied; (c) the Administrative Agent Required Lenders shall have received (i) counterparts of the Joinder Agreement attached as Exhibit B hereto duly executed by the existing Borrowers, GGP Cumulus, GGP Nimbus and the Administrative Agent (the “Joinder”) and (ii) a joinder to the Guaranty in the form attached thereto duly executed by GGP LLC (the “Guaranty Joinder”)Initial Budget; (d) the Administrative Agent shall have received a certificate executed by the instrumentsSecretary (or other equivalent officer, certificates and documents set forth in Sections 5.01(v) through (x) and (xviipartner or manager) of the Credit Agreement in respect of GGP Cumulus and GGP Nimbus, each in its capacity as a Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, in each case Loan Party dated as of the date Amendment No. 3 Closing Date certifying: (i) as true and correct a copy of this Amendment, all resolutions in form and substance reasonably acceptable satisfactory to the Administrative Agent, of the board of directors (or other equivalent governing body, member or partner) of each Loan Party approving and authorizing the execution, delivery and performance by such Loan Party of this Amendment and all documents, instruments and agreements executed and/or delivered in connection herewith (if any) and of the transactions contemplated herein and therein, (ii) as true and correct and in full force and effect, without any amendment except as shown, a copy of the Organization Documents of each Loan Party, or that there have been no amendments, supplements, or other modifications to such Loan Party’s Organizational Documents since the Restatement Effective Date and that the copies of such Loan Party’s Organizational Documents delivered to Administrative Agent on such date as a part of the “secretary’s certificate” delivered by such Loan Party are true, correct and complete copies of such Organizational Documents as currently in full force and effect, (iii) if available, a true and correct a copy of a good standing certificate/certificate of status for each Loan Party certified by the applicable Governmental Authority of such Loan Party’s jurisdiction of incorporation, organization or formation dated a recent date prior to the date hereof, and (iv) the names and signatures of the officers of such Loan Party authorized to execute and deliver this Amendment and all documents, instruments and agreements executed and/or delivered in connection herewith (if any) on behalf of such Loan Party pursuant to the resolutions referenced in clause (i) above (and such certificate shall be countersigned by another officer of such Loan Party certifying the name, office and signature of the Secretary (or other equivalent officer, partner or manager) of such Loan Party giving such certificate); (e) to the extent any Note Borrower shall have been issued to any Lender on or prior to paid all invoiced expenses of the date Administrative Agent and the Consenting Lenders (including, without limitation, all previously invoiced, reasonable, out-of-pocket expenses of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the 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) including, to the extent such Notes have not been returned as described invoiced, reasonable attorneys’ fees and expenses of Holland & Knight LLP, Milbank LLP and White & Case LLP, in clause (i), no such replacement Notes shall constitute a condition each case to the effectiveness extent reimbursable under the terms of this Amendmentthe Credit Agreement); and (f) after giving effect to the Administrative Agent shall have received payment and/or reimbursement Limited Waiver set forth in Section 2, no Default or Event of Default has occurred and is continuing or would result from the execution of this Amendment or consummation of the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced prior to the 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 and the other Loan Documentstransactions contemplated hereunder.

Conditions of Effectiveness. The effectiveness of this This Amendment is subject to shall become effective when, and only when, on or before January 30, 1997 the conditions precedent thatAgent shall have received: (a) the Administrative Agent shall have received counterpart signature pages Counterparts of this Amendment executed by the Lessee and the Required Lessors, or advice satisfactory to the Agent that such Lessors have executed this Amendment; (i) A Security Agreement (the "Security Agreement") in substantially the form of Exhibit A duly executed by the BorrowersLessee, together with a duly executed Officer's Certificate from the Lessee, certifying that the Lessee has submitted to the Illinois Motor Vehicle Authority with respect to each Vehicle subject to the Security Agreement which is titled in Illinois, such certificates, documents and fees as may be required by such Authority to perfect the security interest of the Lenders required pursuant to Section 12.07 Agent, on behalf of the Credit AgreementLessors, in such Vehicles, together with, for each such Vehicle, copies of each application for vehicle title and certificate of title of a vehicle reflecting the Swingline Lenderrecorded security interest of the Agent, each Issuing Bank and (ii) evidence of the completion of all other recordings and filings, including without limitation the filing of appropriately completed UCC financing statements for all Vehicles and the Administrative Agent; (b) other Collateral subject to the Administrative Security Agreement with evidence of filing in the jurisdiction in which the Lessee has its principal office and in each other jurisdiction in which any such vehicle is to be titled, with respect to the Security Agreement that the Agent shall have received counterparts of may deem necessary or desirable in order to perfect and protect the Consent and Reaffirmation attached as Exhibit A hereto duly executed by the Guarantors (the “Consent and Reaffirmation”)liens created thereby; (c) A letter of credit, in form and substance satisfactory to the Administrative Agent shall have received (i) counterparts and issued by NationsBank of Texas, N.A., for the account of the Joinder Agreement attached as Exhibit B hereto duly executed by Lessee and for the existing Borrowersbenefit of the Agent, GGP Cumuluson behalf of the Lessors, GGP Nimbus and in a face amount not less than the Administrative Agent (maximum Rent payable under the “Joinder”) and (ii) a joinder to the Guaranty Lease in the form attached thereto duly executed by GGP LLC (the “Guaranty Joinder”)any quarter; (d) the Administrative Agent shall have received the instruments, certificates and documents set forth in Sections 5.01(v) through (x) and (xvii) Certified resolutions of the Credit Agreement in respect Board of GGP Cumulus and GGP Nimbus, each in its capacity as a Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, in each case dated as Directors of the date of Lessee approving this Amendment, all in form the Security Agreement and substance reasonably acceptable the transactions contemplated hereby and thereby together with an incumbency certificate with respect to the Administrative Agentofficers of the Lessee executing this Amendment and the Security Agreement; (e) Opinions of counsel to the extent any Note shall have been issued to any Lender on or prior to Lessee in substantially the date forms of this AmendmentExhibits ▇-▇, replacement Notes executed by ▇-▇ and B-3; (f) An amendment fee as provided in a letter agreement dated as of January 23, 1997 between the Borrowers (including GGP Cumulus Agent and GGP Nimbus); providedConsolidated Freightways, however, that (i) such replacement Notes shall not be required unless and until such time as the 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 extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness of this AmendmentInc.; and (fg) Such other approvals, opinions or documents as any Lessor through the Administrative Agent may reasonably request. The Agent shall notify the Lessee and the Lessors after the conditions set forth above have received payment and/or reimbursement of the Administrative Agent’s been satisfied or waived and its affiliates actual reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced prior to the 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 and the other Loan Documentsis effective.

Conditions of Effectiveness. The effectiveness This Amendment shall become effective as of this the first date (the “Amendment is subject to Effective Date”) on which each of the following conditions precedent thatshall have been satisfied: (a) the The Administrative Agent shall have received counterpart signature pages counterparts of this Amendment duly executed by the Borrowers, each of the Lenders required pursuant to Section 12.07 of the Credit Agreement, the Swingline Lender, each Issuing Bank and the Administrative Agent;. (b) the The Administrative Agent shall have received counterparts of the Consent and Reaffirmation attached as Exhibit A hereto duly executed by the Guarantors (the “Consent and Reaffirmation”);Guarantors. (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each of (i) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, U.S. counsel for the Borrowers, (ii) ▇▇▇▇▇▇▇, Bermuda counsel for the Borrowers, (iii) Stibbe, Dutch counsel for the Borrowers, (iv) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Zurich, Swiss counsel for the Borrowers, in each case in form and substance reasonably satisfactory to the Administrative Agent and its counsel and covering such matters relating to the Borrowers, the Amended Credit Agreement, this Amendment or the Transactions as the Administrative Agent shall reasonably request. The Company hereby requests such counsels to deliver such opinions. (d) 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 Borrowers, the authorization of the Transactions and any other legal matters relating to the Borrowers, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (e) The Administrative Agent shall have received a certificate, dated the Amendment 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) and (b) of Section 4.02 of the Amended Credit Agreement. (f) The Administrative Agent shall have received, to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the date hereof, a Beneficial Ownership Certification in relation to such Borrower. (g) The Administrative Agent shall have received (i) counterparts for the account of each Lender that delivers its executed signature page to this Agreement by no later than the Joinder Agreement attached as Exhibit B hereto duly executed date and time specified by the existing BorrowersAdministrative Agent, GGP Cumulus, GGP Nimbus and an upfront fee in an amount equal to the Administrative Agent (applicable amount previously disclosed to the “Joinder”) Lenders and (ii) a joinder 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 all fees and documents set forth in Sections 5.01(v) through (x) other amounts due and (xvii) of the Credit Agreement in respect of GGP Cumulus and GGP Nimbus, each in its capacity as a Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, 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 payable on or prior to the date of this AmendmentAmendment Effective Date, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); providedincluding, however, that (i) such replacement Notes shall not be required unless and until such time as the 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 extent such Notes have not been returned as described in clause (i)invoiced, no such replacement Notes shall constitute a condition to the effectiveness reimbursement or payment of this Amendment; and (f) the Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates actual reasonable and documented all out-of-pocket costs and expenses (including, required to be reimbursed or paid by the extent invoiced prior to Company under the 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 and the other Loan DocumentsAmended Credit Agreement.

Conditions of Effectiveness. The effectiveness This Amended and Restated Credit Agreement shall become effective on and as of this Amendment is subject to the first date (the “Restatement Effective Date”) on which all of the following conditions precedent thatshall have been satisfied: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Restatement Effective Date (or, in the case of certificates of governmental officials, a recent date before the Restatement Effective Date) and each in form and substance satisfactory to the Administrative Agent shall have received counterpart signature pages of this Amendment duly executed by the Borrowers, and each of the Lenders required pursuant to Section 12.07 Lenders: (i) executed counterparts of the Credit this Agreement, the Swingline Lender, each Issuing Bank and sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (b) the Administrative Agent shall have received counterparts of the Consent and Reaffirmation attached as Exhibit A hereto duly executed by the Guarantors (the “Consent and Reaffirmation”); (c) the Administrative Agent shall have received (i) counterparts of the Joinder Agreement attached as Exhibit B hereto duly executed by the existing Borrowers, GGP Cumulus, GGP Nimbus and the Administrative Agent (the “Joinder”) and (ii) a joinder to the Guaranty in the form attached thereto duly Note executed by GGP LLC (the “Guaranty Joinder”)Borrower in favor of each Lender requesting a Note; (diii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent shall have received may require evidencing the instrumentsidentity, certificates authority and documents set forth in Sections 5.01(v) through (x) and (xvii) capacity of the Credit Agreement in respect of GGP Cumulus and GGP Nimbus, each in its capacity Responsible Officer thereof authorized to act as a Borrower, Responsible Officer in connection with this Agreement and in respect of GGP LLC, in its capacity as the other Loan Documents to which such Loan Party is a Guarantor, in each case dated as of the date of this Amendment, all in form and substance reasonably acceptable to the Administrative Agentparty; (eiv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in (A) its jurisdiction of organization and (B) each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent any Note shall that failure to do so could not reasonably be expected to have been issued to any Lender on or prior a Material Adverse Effect; (v) a favorable opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel to the date of this AmendmentLoan Parties, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the relevant Lender has returned its original Note addressed to the Administrative Agent (or its counsel) for concurrent cancellation with and each Lender, as to the issuance of such replacement Note (matters concerning the Loan Parties and the Partnership shall have received confirmation thereof) and (ii) to the extent such Notes have not been returned Loan Documents as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness of this Amendment; and (f) the Administrative Agent may reasonably request; (vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Borrower certifying that (A) the conditions specified in this Section 4.01 have received payment and/or reimbursement been satisfied (other than those conditions contingent upon the satisfaction of the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses Agent and/or the Lenders with respect to certain items received by them under this Section 4.01), (includingB) that there has been no event or circumstance since December 31, 2012 that has had or would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) no action, suit, investigation or proceeding is pending or, to the extent invoiced prior to the date knowledge of this Amendmentany Loan Party, 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 threatened in any relevant material jurisdiction court or before any arbitrator or Governmental Authority that (1) relates to such Persons, taken as a whole)) in connection with this Amendment and the Agreement or any other Loan Documents.Document, or any of the transactions contemplated hereby or thereby, or (2) would reasonably be expected to have a Material Adverse Effect,

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that: This Agreement shall become effective when (a) the Administrative Agent shall have received counterpart signature pages of this Amendment duly executed by the Borrowers, each of the Lenders required pursuant to Section 12.07 of the Credit Agreement, the Swingline Lender, each Issuing Bank and the Administrative Agent; (bi) the Administrative Agent shall have received counterparts of the Consent and Reaffirmation attached as Exhibit A hereto duly this Agreement executed by the Guarantors (the “Consent Borrower and Reaffirmation”); (c) the Administrative Agent shall have received (i) counterparts of the Joinder Agreement attached as Exhibit B hereto duly executed by the existing Borrowersall Lenders party hereto, GGP Cumulus, GGP Nimbus and the Administrative Agent (the “Joinder”) and (ii) a joinder 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) fees provided to be paid pursuant to the Fee Letter and (xvii) of the Credit Agreement in respect of GGP Cumulus and GGP Nimbus, each in its capacity as a Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, 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 the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the 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 extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness of this Amendment; and (fiii) the Administrative Agent shall have received payment and/or reimbursement each of the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses following items (includingwith all documents required below, except as otherwise specified, to be dated the extent invoiced prior Closing Date, which date shall be the same for all such documents, and each of such documents to the date of this Amendment, the actual reasonable be in form and documented out-of-pocket fees and expenses of one counsel for substance satisfactory to the Administrative Agent, to be fully and properly executed by all parties thereto and the Issuing Banks conditions specified below shall have been satisfied: (a) A Revolving Loan Note payable to the order of each Lender that shall have requested a Revolving Loan Note in accordance with this Agreement and the Swing Line Note payable to the Swing Line Bank. (b) From each Subsidiary of the Borrower (except for the Mortgage Banking Subsidiaries and the Subsidiaries listed in Schedule VII hereto), a Guaranty executed and delivered as of the Closing Date. (c) The favorable written opinions addressed to the Lenders, taken and in form and substance satisfactory to the Administrative Agent, from (i) Bilzin ▇▇▇▇▇▇▇ ▇▇▇▇▇ Price & ▇▇▇▇▇▇▇, LLP (counsel to the Borrower), with respect to the Borrower and (ii) Bilzin ▇▇▇▇▇▇▇ ▇▇▇▇▇ Price & ▇▇▇▇▇▇▇ LLP or any other firm reasonably satisfactory to the Administrative Agent (as counsel for such other Loan Parties as the Administrative Agent may require) which opinions shall be reasonably satisfactory to the Administrative Agent. The Borrower hereby instructs such counsel to prepare their opinions and deliver such opinions to the Lenders for the benefit of the Lenders, and such opinions shall contain a statement to such effect. (d) The following supporting documents with respect to the Borrower and (to the extent required by Administrative Agent in its sole discretion) each other Loan Party: (i) a copy of its certificate or articles of incorporation or formation or certificate of limited partnership (as applicable) certified as of a date reasonably close to the Closing Date to be a true and accurate copy by the Secretary of State of its state of incorporation or formation; (ii) a certificate of that Secretary of State, dated as of a date reasonably close to the Closing Date, as to its existence and (if available) good standing; (iii) a certificate of the Secretary of State of each jurisdiction, other than its state of incorporation, in which it does business, as to its qualification as a whole foreign corporation; (andiv) a copy of its by-laws, if necessarypartnership agreement or operating agreement (as applicable), one local counsel certified by its secretary or assistant secretary, general partner, manager or other appropriate Person (as applicable) to be a true and accurate copy of its by-laws, partnership agreement or operating agreement (as applicable) in effect on the Closing Date; (v) a certificate of its secretary or assistant secretary, general partner, manager or other appropriate Person (as applicable), as to the incumbency and signatures of its officers or other Persons who have executed any relevant material jurisdiction to documents on behalf of such Persons, taken as a whole)) Loan Party in connection with the transactions contemplated by this Amendment Agreement; (vi) a copy of resolutions of its Board of Directors, certified by its secretary or assistant secretary to be a true and accurate copy of resolutions duly adopted by such Board of Directors, or other appropriate resolutions or consents of, its partners or members certified by its general partner or manager (as applicable) to be true and correct copies thereof duly adopted, approved or otherwise delivered by its partners or members (to the extent necessary and applicable), each of which is certified to be in full force and effect on the Closing Date, authorizing the execution and delivery by it of this Agreement and any Notes, Guaranties and other Loan Documents delivered on the Closing Date to which it is a party and the performance by it of all its obligations thereunder; and (vii) such additional supporting documents and other Loan Documentsinformation with respect to its operations and affairs as the Administrative Agent may reasonably request. (e) Certificates signed by a duly authorized officer of the Borrower stating that: (i) the representations and warranties of the Borrower contained in Article IV hereof are correct and accurate on and as of the Closing Date as though made on and as of the Closing Date and (ii) no event has occurred and is continuing which constitutes an Event of Default or Unmatured Default hereunder. (f) A certificate signed by an Authorized Financial Officer of the Borrower showing in reasonable detail the calculations used to determine the Leverage Ratio for the Pricing Grid. (g) The certified financial statements provided for in Section 6.04(b) hereof for the quarter ending February 28, 2005. (h) The certified report provided for in Section 6.04(i) hereof for the quarter ending February 28, 2005. (i) An Affidavit confirming the execution and delivery of this Agreement and the Notes outside the State of Florida. (j) Evidence of payment in full of all amounts outstanding under the Existing Credit Agreement. (k) Such other documents as the Administrative Agent or its counsel may reasonably request.