Common use of Conditions of Effectiveness Clause in Contracts

Conditions of Effectiveness. The effectiveness of this Waiver and Amendment is expressly conditioned upon the occurrence and completion of all of the following: The representations and warranties of the Loan Parties contained in Section 6 of the Credit Agreement and in the other Loan Documents shall be true and correct on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to the Agent. The Agent shall have received counterparts of this Waiver and Amendment duly executed by the Loan Parties, the Agent, and the Required Banks. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:

Conditions of Effectiveness. The effectiveness of this This Amendment and Waiver and Amendment is expressly conditioned upon the occurrence and completion of all of the following: The representations and warranties of the Loan Parties contained in Section 6 of the Credit Agreement and in the other Loan Documents shall be true and correct on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank become effective as of the date hereof first above written on the Business Day when, and only when, the following conditions shall have been satisfied (such date being for all feesthe purposes hereof, coststhe "Effective Date"): (i) Pursuant to, and in accordance with, Sections 2.06(a) and 2.06(c) of the Credit Agreement, the Borrowers shall have, joint and severally, optionally prepaid $89,700,000 (eighty-nine million seven hundred thousand dollars) of the outstanding aggregate principal amount of the Term Advances, together with accrued interest to the date of such prepayment on such aggregate principal prepaid, such prepayment to be applied ratably to the Term Facilities and to the installments thereof pro rata, and (ii) pursuant to, and in accordance with, Section 2.05(b), the Term Facility is automatically and permanently reduced on the date the prepayment referred to in this Section 3(a)(i) in an amount equal to $89,700,000 and the Administrative Agent shall have acknowledged in writing to the Borrowers its receipt of freely available funds in such amount. (b) The Administrative Agent shall have received the following: (i) counterparts of this Amendment and Waiver executed by the Borrowers, the Parent, and the Required Lenders or, as to any of the Lender Parties, advice satisfactory to the Administrative Agent that such Lender Party has executed this Amendment and Waiver; and (ii) a favorable opinion of counsel for the Borrowers and the Parent, in form and substance satisfactory to the Administrative Agent. (c) All principal and interest payments maturing on or before September 30, 2000 shall have been paid in full. (d) All of the accrued and unpaid fees and expenses of the Agents and disbursements in connection with this Waiver and Amendment, the Lender Parties (including, without limitation, the accrued fees and expenses set forth of counsel to the Administrative Agent, the fees, expenses and retainers referred in Section E Sections 10 and 11 of this Amendment and Waiver and Amendment; and All legal details and proceedings all other fees payable in connection with the transactions contemplated by this Waiver Amendment and Amendment shall be in form an substance satisfactory to the Agent. The Agent Waiver) shall have received counterparts of this Waiver and Amendment duly executed by the Loan Parties, the Agent, and the Required Banks. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:been paid in full.

Conditions of Effectiveness. The effectiveness This Ninth Amendatory Agreement shall be operative as of the date hereof but shall become effective when, and only when, the Agent shall have received (x) full and final payment of a $25,000 fee; (y) counterparts of this Waiver Ninth Amendatory Agreement executed by the Borrower and Amendment is expressly conditioned upon the occurrence Lenders or, as to any of said Lenders, advice satisfactory to the Agent that such Lender has executed this Ninth Amendatory Agreement and completion of (z) all of the following: The following documents, each document (unless otherwise indicated) being dated the effective date, in form and substance satisfactory to the Agent: (a) a certificate of the Secretary or an Assistant Secretary of the Borrower and the Guarantor certifying the names and true signatures of their respective officers authorized to sign this Ninth Amendatory Agreement, and the other documents to be delivered hereunder; (b) a certificate signed by a duly authorized officer of the Borrower stating that: (i) the representations and warranties of the Loan Parties contained Borrower as set forth in Section 6 Article IV of the Credit Agreement and in any documents delivered therewith, including the other Loan Documents shall be Documents, are true and correct on and as of the date hereof with the same effect of such certificate as though such representations and warranties had been made on and as of such date (except insofar as such representations and warranties which relate solely expressly to an earlier date or time, which are based on the accuracy of schedules prepared as of a prior date), (ii) the representations and warranties shall be true and contained in Section 3 hereof are correct on and as of the specific dates date of such certificate as though made on and as of such date, and (iii) after giving effect to this Ninth Amendatory Agreement, no Default or times referred to therein), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have has occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to is continuing; (c) certified copies of (i) the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all resolutions of the matters in this Section F.1; Receipt by the Agent on behalf Board of Directors of the Banks Borrower and of the Guarantor approving this Ninth Amendatory Agreement and (ii) all feesdocuments evidencing other necessary corporate action and governmental approvals, costs expenses if any, with respect to this Ninth Amendatory Agreement and disbursements due and payable the matters contemplated hereby; and (d) a favorable opinion of Kaufman & Canoles, counsel f▇▇ ▇▇▇ Bor▇▇▇▇▇ ▇nd the Guarantor, in a form reasonably acceptable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to the Agent. The Agent shall have received counterparts of this Waiver and Amendment duly executed by the Loan Parties, the Agent, and the Required Banks. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:Lenders.

Conditions of Effectiveness. This Agreement shall become effective if, on or before December 15, 2014, all of the following conditions precedent have been met: (a) The effectiveness Administrative Agent’s receipt of the following, each of which shall be originals, "pdfs" or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Waiver Agreement, sufficient in number for distribution tothe Administrative Agent, each Lender and Amendment the Borrower; (ii) a Revolving Credit Note and Term Note for each requesting Lender executed by the Borrower (provided that each Term Note with respect to the Term Loan may be delivered on the first Term Loan Draw Date if such date is expressly conditioned upon not also the occurrence Closing Date); (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed by the Borrower and any applicable Subsidiary, together with: (A) certificates representing the pledged equity referred to therein accompanied by undated stock powers executed in blank, provided that those certificates containing restrictive legends unacceptable to the Administrative Agent as of the Closing Date shall be replaced and re-issued by each Subsidiary without such restrictive legends and delivered to Administrative Agent accompanied by undated stock powers executed in blank within 30 days of the Closing Date or such later date consented to by Administrative Agent (and such certificates replaced will be returned to the Borrower by Administrative Agent or its counsel); and (B) evidence of the completion of all other actions, recordings and filings of or with respect to the Pledge Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created thereby; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the following: The representations Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and warranties capacity of the Loan Parties contained each Responsible Officer thereof authorized to act as a Responsible Officer in Section 6 of the Credit connection with this Agreement and in the other Loan Documents to which the Borrower is a party or is to be a party; (v) Borrower shall have delivered to the Administrative Agent a certificate, in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer of Borrower, that (A) after giving effect to the financing hereunder and each Loan to be true and correct advanced on the date hereof Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of September 30, 2014 with the same effect as though such representations and warranties had been made on and covenants contained in Article VIII; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable, and, to the extent requested by the Administrative Agent, each other jurisdiction where such Person is qualified to do business; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin LLP, counsel to the Borrower and its Subsidiaries, addressed to the Administrative Agent and each Lender, as to matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to, either individually or in the aggregate, (except representations x) have a Material Adverse Effect or (y) result in a material adverse change in or have a material adverse effect upon the prospects of the Borrower or the Borrower and warranties which relate solely its Subsidiaries taken as a whole, (C) that there is no action, suit, investigation or proceeding pending or, to an earlier date the knowledge of the Borrower, threatened in any court or timebefore any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect, which representations and warranties shall be true and correct on and (D) a calculation of the financial covenants in Section 7.11 as of the specific dates last day of the fiscal quarter of the Borrower most recently ended prior to the Closing Date and (E) that no consents, licenses or times referred approvals are required in connection with the consummation by the Borrower of the transaction contemplated hereby and the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to thereinwhich it is a party; (x) the Administrative Agent shall have received the results of a Lien search (including a search as to judgments, bankruptcy, tax and intellectual property matters in its discretion), in form and substance reasonably satisfactory thereto, made against the Loan Parties Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Agreement); and (xi) payoff in full of the Existing Credit Agreement and the delivery by Bank of America, N.A., to Borrower (with a copy provide to Administrative Agent) of a reasonably satisfactory payoff letter concerning the same and termination of the Existing Credit Agreement; (b) All fees required to be paid to the Administrative Agent on or before the Closing Date shall have performed been paid and complied with all covenants and conditions thereof, and no Event of Default fees required to be paid to the Lenders on or Potential Default under before the Credit Agreement Closing Date shall have occurred and be continuing or shall exist, except as expressly been paid. (c) Unless waived by this Waiver the Administrative Agent, the Borrower shall have paid all fees, charges and Amendment. By execution and delivery disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as 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 final settling of accounts between the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Waiver and AmendmentSection 4.01, the Loan Parties each Lender that has signed this Agreement shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance or acceptable or satisfactory to a Lender unless the Agent. The Administrative Agent shall have received counterparts of this Waiver and Amendment duly executed by the Loan Parties, the Agent, and the Required Banks. There shall be delivered notice from such Lender prior to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:proposed Closing Date specifying its objection thereto.

Conditions of Effectiveness. The effectiveness (a) Section 1 of this Waiver and Amendment is expressly conditioned upon the occurrence and completion of all of the following: The representations and warranties of the Loan Parties contained in Section 6 of the Credit Agreement and in the other Loan Documents shall be true and correct on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank become effective as of the date hereof (the "Phase I Effective Date") when, and for all feesonly when, costson or before December 30, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, 1999 the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with following conditions shall have been satisfied: (i) the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to the Agent. The Administrative Agent shall have received counterparts of this Waiver Amendment executed by the Existing Borrowers and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment. (ii) Before giving effect to the transactions contemplated by this Amendment, there shall have occurred no material adverse change in the business condition (financial or otherwise), operations, performance, properties or prospects of any Loan Party, any of its Subsidiaries or Limited since September 30, 1999. (iii) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Amendment, the Credit Agreement, any Note, any other Loan Document, any Related Document or the consummation of the transactions contemplated hereby. (iv) The Existing Borrowers shall have paid all invoiced fees and expenses of the Administrative Agent and the Lender Parties (including the invoiced fees and expenses of counsel to the Administrative Agent and local counsel to the Lender Parties). (v) The Administrative Agent on behalf of the Lender Parties shall have received on or before the effective date of this Amendment the following, each dated such day (unless otherwise specified), in form and substance satisfactory to the Lender Parties (unless otherwise specified) and in sufficient copies for each Lender Party: (A) A consent in substantially the form of Exhibit B hereto, by the Guarantors (as defined in the US Loan Party Guaranty) in favor of the Administrative Agent under the US Loan Party Guaranty duly executed by each Guarantor party thereto, consenting to the amendment contemplated by this Agreement. (B) A consent in substantially the form of Exhibit C hereto, by the Guarantors (as defined in the Non-US Loan Party Guaranty) in favor of the Administrative Agent under the Non-US Loan Party Guaranty, duly executed by each Guarantor party thereto (other than Amdocs Japan Limited and Directory Technology Pty. Ltd.), consenting to the amendment contemplated by this Agreement. (C) Such financial, business and other information regarding each Loan Party and its Subsidiaries as the Lender Parties shall have requested, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under employee benefit plans, collective bargaining agreements and other arrangements with employees and forecasts prepared by management of the Borrowers, in form and substance satisfactory to the Lender Parties, of balance sheets, income statements and cash flow statements on a quarterly basis for the Agentfirst year following the effective date of this Amendment and on an annual basis for each year thereafter until 2001. (D) A favorable opinion of Reboul, MacMurray, Hewi▇▇, ▇▇▇▇▇▇▇ & ▇ristol, special New York counsel to the Existing Borrowers, in substantially the forms of Exhibit E-4 hereto, and to such other matters as any Lender Party through the Administrative Agent may reasonably request. (b) Section 2 of this Amendment shall become effective as of the date (the "Phase II Effective Date") when, and only when, on or before January 31, 2000 the following conditions shall have been satisfied: 9 (i) The Phase I Effective Date shall have occurred or occur simultaneously with the Phase II Effective Date, and the Required Banks. Administrative Agent shall have received counterparts of this Amendment executed by the Phase II New Borrowers. (ii) Before giving effect to the transactions contemplated by this Amendment, there shall have occurred no material adverse change in the business condition (financial or otherwise), operations, performance, properties or prospects of any Loan Party, any of its Subsidiaries or Limited since September 30, 1999. (iii) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be delivered reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Amendment, the Credit Agreement, any Note, any other Loan Document, any Related Document or the consummation of the transactions contemplated hereby. (iv) The Borrowers shall have paid all accrued fees and expenses of the Administrative Agent and the Lender Parties (including the invoiced fees and expenses of counsel to the Administrative Agent for and local counsel to the benefit Lender Parties). (v) The Administrative Agent on behalf of each Bank a certificate dated the Lender Parties shall have received on or before the effective date hereof of this Amendment the following, each dated such day (unless otherwise specified), in form and substance satisfactory to the Lender Parties (unless otherwise specified) and (except for the Notes) in sufficient copies for each Lender Party: (A) The Notes of each Phase II New Borrower payable to the order of the Lenders. (B) Certified copies of the resolutions of the Board of Directors or Executive Committee of each Phase II New Borrower approving this Amendment, the Credit Agreement, the Notes, each other Loan Document and each Related Document to which it 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 this Amendment, the Credit Agreement, the Notes, each other Loan Document and each Related Document. (C) A certificate of each Phase II New Borrower, signed on behalf of such Phase II New Borrower by its President or a Vice President and its Secretary or any Assistant Secretary, dated the Phase II Effective Date of this Amendment (the statements made in which certificate shall be true on and as of such date), certifying as to (A) a copy of the charter of such Borrower, (B) the due incorporation and good standing (where applicable) of such Borrower as a corporation organized under the laws of the jurisdiction of its incorporation, and the absence of any proceeding for the dissolution or liquidation of such Borrower, (C) the truth of the representations and warranties contained in the Loan 10 Documents as though made on and as of the Phase II Effective Date and (D) the absence of any event occurring and continuing, or resulting from the effectiveness of this Amendment, that constitutes a Default. (D) A certificate of the Secretary or an Assistant Secretary of each Phase II New Borrower certifying the names and true signatures of the officers of such Person authorized to sign this Amendment, the Notes, each other Loan Document and each Related Document to which they are or are to be parties and the other documents to be delivered hereunder and thereunder. (E) An assumption of guaranty in substantially the form of Exhibit A to the Non-US Loan Party Guaranty, duly executed by each of Amdocs Cyprus and Amdocs Ireland. (F) A security agreement supplement in substantially the form of Exhibit A to the Security Agreement, duly executed by each of Amdocs Cyprus and Amdocs Ireland. (1) A Deed of Charge dated the date of the Phase II Effective Date (the "Amdocs Cyprus Charge") made by Amdocs Cyprus in favor of the Administrative Agent, in substantially the form of Exhibit D-1 hereto and (2) and a Debenture dated the date of the Phase II Effective Date (the "Amdocs Cyprus Debenture") made by Amdocs Cyprus in favor of the Administrative Agent, in substantially the form of Exhibit D-2 hereto, in each case, duly executed by Amdocs Cyprus, together with evidence that all actions that may be necessary or desirable in order to perfect and protect the first priority liens, security interests and charges created by the Amdocs Cyprus Charge and the Amdocs Cyprus Debenture, respectively, have been taken. (H) Such financial, business and other information regarding each Loan Party and its Subsidiaries as the Lender Parties shall have requested, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under employee benefit plans, collective bargaining agreements and other arrangements with employees and forecasts prepared by management of the Existing Borrowers and the Phase II New Borrowers, in form and substance satisfactory to the Lender Parties, of balance sheets, income statements and cash flow statements on a quarterly basis for the first year following the effective date of this Amendment and on an annual basis for each year thereafter until 2001. (c) Section 3 of this Amendment shall become effective on the date (the "Phase III Effective Date") when, and only when, on or before January 31, 2000 the following conditions shall have been satisfied: (i) The Phase II Effective Date shall have occurred or occur simultaneously with the Phase III Effective Date, and the Administrative Agent shall have received counterparts of this Amendment executed by Amdocs Hungary. (ii) Before giving effect to the transactions contemplated by this Amendment, there shall have occurred no material adverse change in the business condition (financial or otherwise), operations, performance, properties or prospects of any Loan Party, any of its Subsidiaries or Limited since September 30, 1999. (iii) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Amendment, the Credit Agreement, any Note, any other Loan Document, any Related Document or the consummation of the transactions contemplated hereby. (iv) The Borrowers shall have paid all accrued fees and expenses of the Administrative Agent and the Lender Parties (including the invoiced fees and expenses of counsel to the Administrative Agent and local counsel to the Lender Parties). (v) The Administrative Agent on behalf of the Lender Parties shall have received on or before the effective date of this Amendment the following, each dated such day (unless otherwise specified), in form and substance satisfactory to the Lender Parties (unless otherwise specified) and (except for the Notes) in sufficient copies for each Lender Party: (A) The Notes of Amdocs Hungary payable to the order of the Lenders. (B) Certified copies of the resolutions of the Board of Directors or Executive Committee of Amdocs Hungary approving this Amendment, the Credit Agreement, the Notes, each other Loan Document and each Related Document to which it 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 this Amendment, the Credit Agreement, the Notes, each other Loan Document and each Related Document. (C) A certificate of Amdocs Hungary, signed on behalf of it by its Managing Director and its Secretary or any Assistant Secretary, dated the Phase III effective Date of this Amendment (the statements made in which certificate shall be true on and as of such date), certifying as appropriate to (A) a copy of charter (or similar document) of such Borrower, (B) the due incorporation and good standing (where applicable) of such Borrower as to:a limited liability company organized under the 12 laws of the jurisdiction of its incorporation, and the absence of any proceeding for the dissolution or liquidation of such Borrower, (C) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the Phase III Effective Date and (D) the absence of any event occurring and continuing, or resulting from the effectiveness of this Amendment, that constitutes a Default. (D) A certificate of the Secretary or an Assistant Secretary of Amdocs Hungary certifying the names and true signatures of the officers of such Person authorized to sign this Amendment, the Notes, each other Loan Document and each Related Document to which it is or is to be party and the other documents to be delivered hereunder and thereunder. (E) An assumption of guaranty in substantially the form of Exhibit A to the Non-US Loan Party Guaranty, duly executed by Amdocs Hungary. (F) A security agreement supplement in substantially the form of Exhibit A to the Security Agreement, duly executed by Amdocs Hungary. (G) Such financial, business and other information regarding each Loan Party and its Subsidiaries as the Lender Parties shall have requested, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under employee benefit plans, collective bargaining agreements and other arrangements with employees and forecasts prepared by management of the Borrowers, in form and substance satisfactory to the Lender Parties, of balance sheets, income statements and cash flow statements on a quarterly basis for the first year following the effective date of this Amendment and on an annual basis for each year thereafter until 2001. (H) A favorable opinion of the Law Offices of Dr. Pete▇ ▇▇▇oromi - Squire, Sand▇▇▇ & ▇emp▇▇▇, ▇.L.P., counsel for Amdocs Hungary, and Reboul, MacMurray, Hewi▇▇, ▇▇▇▇▇▇▇ & Kristol, special New York counsel to the New Borrowers, in substantially the forms of Exhibits E-3 and E-4 hereto, and to such other matters as any Lender Party through the Administrative Agent may reasonably request. (I) Certified copies of each filing made or to be made (together with an English language translation thereto) in connection with the attachment and perfection of the security interests and Liens granted, pledged and assigned by Amdocs Hungary under Loan Documents, together with original, execution copies of powers of attorney in form and substance satisfactory to the Administrative Agent authorizing the execution of any such filing required by Hungarian law to be made after the Phase III Effective Date duly executed by Amdocs Hungary and any other Loan Party that is to be a signatory to such filing. This Amendment is subject to the provisions of Section 8.01 of the Credit

Conditions of Effectiveness. (a) The effectiveness of the amendments set forth in Section 1 of this Waiver and Amendment is expressly conditioned upon subject to the occurrence conditions precedent that the Administrative Agent shall have received: (i) duly executed copies of this Amendment from each of the Company, the Guarantors, the requisite number of Banks under Section 9.01 of the Agreement, the Fronting Bank and completion the Administrative Agent; (ii) a reaffirmation from each of the Guarantors (as defined giving effect to the amendments in Section 1) reaffirming its obligations under the Guaranty Agreements (as defined giving effect to the amendments in Section 1) to which it is a party, and from FirstEnergy Generation Corp. (“F▇ ▇▇▇▇▇”) with respect to that certain Guaranty, dated as of March 26, 2007, executed and delivered by F▇ ▇▇▇▇▇ and acknowledged by FES, in form and substance reasonably satisfactory to the Administrative Agent; (iii) opinions of counsel to the Company and the Guarantors relating to enforceability of this Amendment and the Related Documents, including the Agreement as amended by this Amendment, and general corporate matters, each in form and substance reasonably satisfactory to the Administrative Agent; and (iv) payment by the Borrower of all of fees and expenses due and owing by it to the following: The representations and warranties of the Loan Parties contained in Section 6 of the Credit Agreement and in the other Loan Documents shall be true and correct on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein)Administrative Agent, the Loan Parties shall have performed Fronting Bank and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank Lenders as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses hereof. (b) The amendments set forth in Section E 2 of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be effective only upon receipt by the Administrative Agent of each of the following no later than thirty (30) days after the date hereof, in each case, in form an and substance reasonably satisfactory to the Administrative Agent. The : (i) copies of each document (including any Uniform Commercial Code financing statement) required by the Credit Documents or any Related Document or under law or reasonably requested by the Administrative Agent shall have received counterparts to be filed, registered or recorded in order to create in favor of this Waiver the “Trustee” under the FMB Mortgage for the benefit of the holders of the First Mortgage Bonds, including the Administrative Agent, for the benefit of the Banks, a perfected Lien on the Mortgaged Property, prior and Amendment superior in right to any other Person (other than with respect to Liens expressly permitted by the FMB Mortgage), in each case, in proper form for filing, registration or recordation; (ii) a duplicate copy of all proceedings relating to the issuance and sale of the First Mortgage Bonds and the filing and recordation of the FMB Mortgage, together with opinion letters of counsel to the Issuer, the Trustee and/or the Custodian, as applicable, providing for the reliance thereon by the Administrative Agent and the Banks and any related closing certificates of the Issuer; (iii) an original of each First Mortgage Bond, duly executed by the Loan PartiesCompany and duly authenticated and delivered by the “Trustee” under the FMB Mortgage; (iv) opinions of counsel to the Company and the Guarantors relating to enforceability of the Related Documents, general corporate matters and validity and perfection of the lien of the FMB Mortgage; and (v) payment by the Borrower of all fees and expenses due and owing by it to the Administrative Agent, the Agent, Fronting Bank and the Required Banks. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each Lenders as of the Loan Parties, certifying as appropriate as to:Contingent Effective Date.

Conditions of Effectiveness. This Amendment shall become effective as of the first date upon which each of the conditions precedent set forth below in this Section 2 shall be satisfied (such date, the “Effective Date”): (a) The effectiveness Paying Agent shall have received a number of copies reasonably determined by the Administrative Agent of: (i) counterparts of this Waiver Amendment executed by each Term Lender, the Borrower, the Administrative Agent and Amendment is expressly conditioned upon the occurrence and completion of all Joint Lead Arrangers; and (ii) counterparts of the following: The representations and warranties Consent (the “Consent”) in the form attached as Annex B hereto, executed by each of the Loan Parties (other than the Borrower). (b) The Paying Agent shall have received a Notice of Borrowing, completed and delivered in accordance with the terms of Section 2.02 of the 2011 Credit Agreement. (c) The Paying Agent shall have received (i) certified copies of the resolutions of the board of directors of (A) the Borrower approving this Amendment and the matters contemplated hereby and (B) each other Loan Party evidencing approval of the Consent and the matters contemplated hereby and thereby, (ii)(A) copies of the articles or certificate of incorporation or formation of each Loan Party, together with all amendments and modifications thereto as of the date of delivery, certified as of a recent date by the Secretary of State of the state of incorporation or formation, or (B) a certification from the Responsible Officer of each Loan Party to the effect that there have been no amendments, modifications or other changes to the articles or certificate of incorporation or formation of each Loan Party delivered to the Paying Agent by the Borrower on September 29, 2011 pursuant to the terms of the 2011 Credit Agreement dated as of such date, (iii) (A) certified copies of the bylaws or membership agreement of each Loan Party, together with all amendments and modifications thereto as of the date of delivery, or (B) a certification from the Responsible Officer of each Loan Party to the effect that there have been no amendments, modifications or other changes to the bylaws or membership agreement of each Loan Party delivered to the Paying Agent by the Borrower on September 29, 2011 pursuant to the terms of the 2011 Credit Agreement dated as of such date, (iv) a certificate of good standing, or certificate of existence, as applicable, of each Loan Party, dated as of a recent date from the Secretary of State of the state of incorporation or organization of such Loan Party, and (v) 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. (d) The Paying Agent shall have received a certificate of a Responsible Officer of the Borrower, certifying that, before and after giving effect to the incurrence of Debt under the Term Facility, and the drawings thereunder on the Effective Date, (i) the representations and warranties contained in Section 6 Article IV of the 2011 Credit Agreement and in the other Loan Documents shall be true and correct on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be are true and correct on and as of the specific dates or times referred Effective Date, except to therein)the extent that such representations and warranties specifically refer to an earlier date, the Loan Parties shall have performed in which case they are true and complied with all covenants and conditions thereofcorrect as of such earlier date, and no Event except that the representations and warranties contained in subsections (g) and (h) of Default or Potential Default under Section 4.01 of the 2011 Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified refer to the accuracy most recent statements furnished pursuant to subsections (b) and (c), respectively, of all Section 5.03 of the matters 2011 Credit Agreement, (ii) no Default exists, (iii) the Borrowing Base exceeds the Borrowing Base Obligations at such time, (iv) the Borrower is in this pro forma compliance with the covenants in Section F.1; Receipt by the Agent on behalf 5.04 of the Banks 2011 Credit Agreement and (v) the incurrence of debt under the Term Facility and the Liens securing such Debt is permitted under the Related Documents and all feesother documents evidencing Debt incurred pursuant to Section 5.02(b)(i)(C) of the 2011 Credit Agreement (including after giving pro forma effect to a full drawing of the Term Facility) (together with calculations in detail reasonably satisfactory to the Joint Lead Arrangers). (e) The Paying Agent shall have received a certificate of a Responsible Officer 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 . (f) Each Term Lender shall, costs expenses and disbursements due and to the extent requested, have received a Term Note (as defined in the Amended Credit Agreement) payable to the order of such Term Lender. (g) The Paying Agent shall have received originally executed copies of a written opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP and any Bank as ▇▇▇▇▇▇▇▇▇ Traurig LLP counsel for the Loan Parties, each in form and substance reasonably satisfactory to the Joint Lead Arrangers. (h) Borrower shall have paid: (i) to the Administrative Agent all out-of-pocket expenses of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, Administrative Agent (including the reasonable fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings counsel for the Administrative Agent) in connection with the transactions contemplated by negotiation, preparation and delivery of this Waiver Amendment; and (ii) to the Administrative Agent, for the account of each Term Lender, as fee compensation for such Term Lender’s commitment, a fee in an amount equal to 0.50% of the aggregate principal amount of such Term Lender’s Term Commitment on the Effective Date, and Amendment such fee shall be in form an substance satisfactory to all respects fully earned, due and payable on the Agent. The Agent shall have received counterparts of this Waiver Effective Date and Amendment duly executed by the Loan Parties, the Agent, non-refundable and the Required Banks. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:non-creditable thereafter.

Conditions of Effectiveness. The effectiveness This Amendment shall be effective as of this Waiver October 10, 2000, so long as all corporate actions of Borrower and Amendment is expressly conditioned upon the occurrence Significant Subsidiaries taken in connection herewith and completion of all the transactions contemplated hereby shall be satisfactory in form and substance to Administrative Agent and Lenders, and each of the following: The representations and warranties of the Loan Parties contained in Section 6 of the Credit Agreement and in the other Loan Documents shall be true and correct on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), the Loan Parties following conditions precedent shall have performed been satisfied: (a) All reasonable out-of-pocket fees and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with the Loan Documents, including this Waiver Amendment, including legal and Amendmentother professional fees and expenses incurred on or prior to the date of this Amendment by Administrative Agent or any Lender, including, without limitation, the fees and expenses of Wins▇▇▇▇ ▇▇▇h▇▇▇▇ & ▇ini▇▇ ▇.▇. and Arth▇▇ ▇▇▇e▇▇▇▇ ▇.▇.P., shall have been paid. (b) Administrative Agent and each Lender shall have received each of the following: (i) year-end consolidated and consolidating (on a group basis) financial statements of Domestic Borrower and its Subsidiaries for the fiscal year 2000, containing a balance sheet, income statement, statement of cash flows and an audit report by PricewaterhouseCoopers, accountants for the Borrower and its Subsidiaries, accompanied by (i) a Compliance Certificate of the Chief Financial Officer of Domestic Borrower, (ii) a certificate of PricewaterhouseCoopers to the effect that they have reviewed and are familiar with the Credit Agreement and that, in examining such financial statements, they did not become aware of any fact or condition which then constituted a Default or Event of Default, except for those, if any, described in reasonable detail in such certificate, and (iii) the management letter and report on internal controls, if any, delivered by PricewaterhouseCoopers in connection with their audit; (ii) a certificate of the Borrower, in form and substance satisfactory to Administrative Agent, Required Lenders and Administrative Agent's counsel, certifying (A) as to the accuracy in all material respects, after giving effect to this Amendment and the Waiver in Section 1 hereof, of the representations and warranties set forth in the Credit Agreement, this Amendment and the other Loan Documents, and (B) that there exists no Default or Event of Default, after giving effect to this Amendment and the Waiver in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to the Agent. The Agent shall have received counterparts of this Waiver and Amendment duly executed by the Loan Parties, the Agent1 hereof, and the execution, delivery and performance of this Amendment will not cause a Default or Event of Default; (iii) payment of the Amendment Fee; (iv) the Fleet Amendment, executed by all parties thereto, providing for, among other things, (A) a waiver of any and all defaults existing on October 10, 2000 under that certain Reimbursement Agreement between Sencorp Systems, Inc. ("Sencorp"), Fleet and Domestic Borrower, as guarantor, dated as of July 1, 1998 (as amended, extended, renewed or restated from time to time, the "Reimbursement Agreement"), and (B) an amendment to the Reimbursement Agreement providing for an amendment fee of no more than $100,000 and containing amendments satisfactory to Required Banks. There Lenders, including without limitation, amendments to the provisions thereof so that (1) the covenants contained therein are no more restrictive on Domestic Borrower, Sencorp or any other Subsidiaries of Domestic Borrower than those contained in the Credit Agreement, as amended hereby, (2) the date upon which Fleet may demand cash collateral in the amount of all obligations of Sencorp and Domestic Borrower under the Reimbursement Agreement is extended to July 2, 2001, (3) the fee charged for the aforementioned extension is no more than $20,000, (4) the letter of credit fee thereunder shall be delivered no more than 3.50%, per annum, prior to April 2, 2001, and no more than 4.00%, per annum, at any time thereafter, (5) additional cash collateral will be provided to Fleet in an amount equal to $50,000 per month until the aggregate amount of such additional cash collateral is equal to the Agent for Specified Amount, and (6) a $75,000 failure fee in the benefit event that neither (a) a new letter of each Bank a certificate dated credit facility, acceptable under the effective date hereof and signed by the Secretary or an Assistant Secretary of each terms of the Loan PartiesBond Documents, certifying is established nor (b) the obligations of Sencorp and Domestic Borrower under the Reimbursement Agreement are completely collateralized with cash, has occurred on or before July 2, 2001; and (v) such other documents, certificates and instruments as appropriate as to:the Administrative Agent shall require prior to the date hereof.

Conditions of Effectiveness. The effectiveness of this Waiver and This Eighth Amendment is expressly conditioned upon will become effective on the occurrence and completion of all date on which each of the following: The representations and warranties of the Loan Parties contained following conditions precedent is satisfied or waived in accordance with Section 6 12.02 of the Credit Agreement (the “Eighth Amendment Effective Date”): 3.1 The Administrative Agent shall have received from the Borrower, PEI, each Guarantor, the Issuing Bank and the Required Lenders, counterparts (in such number as may be requested by the other Loan Documents shall be true and correct Administrative Agent) of this Eighth Amendment signed on the date hereof with the same effect as though such representations and warranties had been made on and as behalf of such date (except representations Person. 3.2 The Administrative Agent and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), the Loan Parties Lenders shall have performed received all fees and complied with other amounts due and payable on or prior to the Eighth Amendment Effective Date, including all covenants reasonable and conditions thereof, and no Event of Default documented out-of-pocket expenses required to be reimbursed or Potential Default paid by the Borrower under the Credit Agreement shall have occurred (including reasonable and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the documented out-of-pocket fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated invoiced by this Waiver and Amendment shall be in form an substance satisfactory ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP at least two (2) Business Days prior to the Agent. Eighth Amendment Effective Date). 3.3 The Jagged Peak Integrated Mergers shall have been consummated, and the Administrative Agent shall have received counterparts true, accurate and complete copies of this Waiver and Amendment duly executed certificates of merger certified by the Loan PartiesDelaware Secretary of State, evidencing the Agenteffectiveness of each merger comprising the Jagged Peak Integrated Mergers. 3.4 The Administrative Agent shall have received such other documents as the Administrative Agent or its special counsel may reasonably require. The Administrative Agent shall, and is hereby authorized and directed to, declare this Eighth Amendment to be effective when it has received documents confirming compliance with the Required Banksconditions set forth in this Section 3 or the waiver of such conditions as agreed to by the Majority Lenders. There Such declaration shall be delivered final, conclusive and binding upon all parties to the Agent Credit Agreement for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:all purposes.

Conditions of Effectiveness. The effectiveness of this Waiver and Amendment (the “Amendment No. 4 Effective Date”) is expressly conditioned upon the occurrence and completion of all of the following: The representations and warranties of the Loan Parties contained in Section 6 of the Credit Agreement and in the other Loan Documents shall be true and correct on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery subject to the Agent of this Waiver and Amendment, conditions precedent that (i) the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to the Agent. The Administrative Agent shall have received counterparts of this Waiver and Amendment duly executed by the Loan PartiesBorrower, the Required Lenders, each Increasing Lender, each New Lender and the Administrative Agent, (ii) the Administrative Agent shall have received counterparts of the Consent and Reaffirmation attached as Exhibit A hereto duly executed by the Subsidiary Guarantors, (iii) the Administrative Agent shall have received such instruments and documents as the Administrative Agent shall reasonably request, including a written opinion of the Borrower’s counsel, DLA Piper LLP (US), in form and substance reasonably acceptable to the Administrative Agent, (iv) the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Amendment No. 4 Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel for the Administrative Agent) required to be reimbursed or paid by the Borrower in connection with this Amendment and under the Loan Documents, (v) the Administrative Agent shall (x) have received counterparts from the Borrower and the “Required Banks. There shall be delivered Holders” (under and as defined in the NPPSA (as defined below)) of an amendment to that certain Note Purchase and Private Shelf Agreement, dated as of June 1, 2010, by and among the Borrower and the holders of Notes party thereto from time to time (the “NPPSA”), which amendment to the NPPSA modifies the definition of “Consolidated EBITDA” under the NPPSA in the same manner as this Amendment modifies the definition of Consolidated EBITDA under the Credit Agreement and is otherwise in form and substance reasonably satisfactory to the Administrative Agent for and (y) be reasonably satisfied that such amendment becomes effective concurrently with the benefit effectiveness of this Amendment and (vi) the Administrative Agent shall have made such reallocations of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each Lender’s Applicable Percentage of the Loan PartiesRevolving Credit Exposure under the Credit Agreement (including the New Lenders) 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, certifying as appropriate as to:which such reallocation, to the extent that the Administrative Agent determines in its reasonable discretion such reallocation to be necessary, the Administrative Agent agrees to do on the date hereof. 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 on the Amendment No. 4 Effective Date and the reallocation described in clause (vi) above, in each case on the terms and in the manner set forth in Section 2.16 of the Credit Agreement.

Conditions of Effectiveness. This First Amendment shall become effective as of the date (such date being referred to as the “First Amendment Effective Date”) when, and only when, each of the following conditions precedent shall have been satisfied: (a) The effectiveness Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Waiver First Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent and Amendment the Parent Borrower (which may include facsimile or other electronic image scan transmission of a signed signature page of this First Amendment) that such party has signed a counterpart of this First Amendment. (b) The Administrative Agent shall have received a certificate from a Responsible Officer (or such other Person as is expressly conditioned upon reasonably acceptable to the occurrence Administrative Agent), in form and completion of substance reasonably satisfactory to the Administrative Agent, to the effect that all representations and warranties of the following: Parent Borrower contained in the Credit Agreement, this First Amendment and the other Loan Documents are true and correct in all material respects as of the First Amendment Effective Date, except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date and except that the representations and warranties contained in subsections (a) and (b) of Section 6.1.7 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.1.1 of the Credit Agreement; that the Parent Borrower is not in violation of any of the covenants contained in the Credit Agreement and the other Loan Documents; that, after giving effect to the transactions contemplated by this First Amendment, no Default or Event of Default has occurred and is continuing; and that each of the conditions in this Article III has been satisfied or waived (assuming satisfaction of the Administrative Agent where not advised otherwise). (c) The Administrative Agent shall have received a certificate of the secretary, assistant secretary or general counsel of each Credit Party (or such other Person as is reasonably acceptable to the Administrative Agent) certifying as to the incumbency and genuineness of the signature of each officer of such Credit Party executing this First Amendment and certifying that attached thereto is a true, correct and complete copy of (A) the articles of incorporation or comparable organizational documents, if any, of such Credit Party and all amendments thereto, certified as of a recent date (1) in the case of Credit Parties (other than Foreign Subsidiary Borrowers), by the appropriate Governmental Authority in its jurisdiction of incorporation for such Credit Parties and (2) in the case of each Foreign Subsidiary Borrower, by such Foreign Subsidiary Borrower, (B) the bylaws or comparable organizational documents, if any, of such Credit Party as in effect on the date of such certifications, and (C) resolutions duly adopted by the Board of Directors or comparable governing body of such Credit Party authorizing, as applicable, the borrowings contemplated under the Credit Agreement (as modified by this First Amendment) and the execution, delivery and performance of this First Amendment and the other Loan Documents to which it is a party. (d) The Administrative Agent shall have received long-form certificates as of a recent date of the good standing or active status, as applicable, of the Credit Parties (other than the Foreign Subsidiary Borrowers) under the laws of their respective jurisdictions of organization and short-form certificates as of a recent date of the good standing of the Parent Borrower under the laws of each other jurisdiction where the Parent Borrower is qualified to do business and where a failure to be so qualified would have a Material Adverse Effect. (e) The Administrative Agent shall have received opinions in form and substance reasonably satisfactory to the Administrative Agent of (i) the General Counsel or Assistant General Counsel of the Parent Borrower, (ii) Hunton & ▇▇▇▇▇▇▇▇ LLP, special counsel to the domestic Credit Parties, and (iii) local foreign counsel to the applicable Credit Parties in the jurisdiction of organization of each Foreign Subsidiary Borrower, addressed to the Administrative Agent and the Lenders, all in form and substance reasonably satisfactory to the Administrative Agent. (f) Since December 31, 2010, nothing shall have occurred (and neither the Administrative Agent nor the Lenders shall have become aware of any facts or conditions not previously known) which has had a Material Adverse Effect. (g) The representations and warranties of the Loan Parties contained Parent Borrower set forth in Section 6 of the Credit Agreement and in the other Loan Documents shall be true and correct on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties Article IV hereto shall be true and correct on and as of the specific dates First Amendment Effective Date (except as otherwise set forth in such representations and warranties). (h) Except as set forth in the Current SEC Reports, as of the First Amendment Effective Date, there shall be no actions, suits or times referred proceedings pending or, to therein)the knowledge of a Responsible Officer, threatened (i) with respect to the Credit Agreement, this First Amendment or any other Loan Parties Document or (ii) which the Administrative Agent or the Required Lenders shall reasonably determine would have a Material Adverse Effect. (i) The Parent Borrower shall have performed paid (i) all accrued and complied with all covenants unpaid fees and conditions thereof, and no Event of Default or Potential Default interest due under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery owing to the Agent of this Waiver Exiting Lenders and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank Continuing Lenders as of the date hereof First Amendment Effective Date and for (ii) all fees, costs, expenses accrued and disbursements in connection with this Waiver and Amendment, unpaid fees or commissions due under the Credit Agreement (including, without limitation, the reasonable legal fees and out-of-pocket expenses set forth in Section E of this Waiver for which invoices have been presented) to the Administrative Agent and Amendment; Lenders, and All legal details and proceedings to any other Person such amount as may be due thereto in connection with the transactions contemplated by this Waiver hereby, including all taxes, fees and Amendment shall be other charges in form an substance satisfactory to connection with the Agent. execution, delivery, recording, filing and registration of any of the Loan Documents. (j) The Agent Parent Borrower shall have received counterparts of this Waiver and Amendment duly executed by the Loan Parties, the Agent, and the Required Banks. There shall be delivered to the Administrative Agent for the benefit of each Bank a certificate dated the effective date hereof all documentation and signed other information requested by the Secretary or an Assistant Secretary of each of Administrative Agent that is required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Loan Parties, certifying as appropriate as to:USA Patriot Act.

Conditions of Effectiveness. 3.1 This Amendment shall become effective as of the date (the “First Amendment Effective Date”) when, and only when, each of the following conditions precedent shall have been satisfied: (a) The effectiveness Agent shall have received an executed counterpart of this Waiver and Amendment is expressly conditioned upon the occurrence and completion of all from each of the following: Borrower and the Lenders under the Credit Agreement. (b) The Agent shall have received in form and substance reasonably satisfactory to the Agent: (i) a certificate from a duly authorized officer of each Borrower to the effect that (A) all representations and warranties of the Loan Parties such Borrower contained in Section 6 of this Amendment, the Credit Agreement and in the other Loan Documents are true, correct and complete in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true true, correct and correct on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct complete in all respects) on and as of the specific dates First Amendment Effective Date after giving effect to this Amendment; (B) immediately before and after giving effect to this Amendment and the transactions contemplated hereby, no Default or times referred to therein), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default has occurred and is continuing; and (C) the Borrower has satisfied each of the conditions set forth in this Section 3.1; (ii) a certificate of the Secretary or Potential Default Assistant Secretary of each Borrower certifying as to the incumbency and genuineness of the signature of each officer of the Borrower executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the articles or certificate of organization of such Borrower and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization, (B) the bylaws of such Borrower as in effect on the First Amendment Effective Date and (C) resolutions duly adopted by the board of directors (or other governing body) of such Borrower authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Amendment and the other Loan Documents to which it is a party; and (iii) certificates as of a recent date of the good standing of each Borrower under the Credit Agreement laws of its jurisdiction of organization, and, to the extent requested by the Agent, each other jurisdiction where such Borrower is qualified to do business. (c) The Borrowers shall have occurred paid (A) to the Agent, the Lead Arranger, and be continuing or shall existthe Lenders, except as expressly waived by this Waiver applicable, the fees set forth in the Fee Letter, dated January 30, 2023, among the Borrowers, the Agent and Amendment. By the Lead Arranger (the “Fee Letter”), and (B) subject to the limitations set forth in the Fee Letter, the reasonable fees and out-of-pocket expenses of the Agent (including reasonable and documented fees and out-of-pocket expenses of counsel) incurred in connection with the preparation, negotiation, execution and delivery of this Amendment to the Agent of this Waiver and Amendment, extent invoiced prior to the Loan Parties date hereof. (d) The Borrowers shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable provided to the Agent and the Lenders, at least five (5) Business Days prior to the First Amendment Effective Date, (i) the documentation and other information requested by the Agent and the Lenders in writing at least ten (10) Business Days prior to the First Amendment Effective Date in order to comply with requirements of any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and AmendmentAnti-Money Laundering Laws, including, without limitation, the fees PATRIOT Act and expenses set forth in Section E of this Waiver any applicable “know your customer” rules and Amendment; regulations and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory (ii) to the Agent. The Agent extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, shall have received counterparts of this Waiver and Amendment duly executed by the Loan Parties, the Agent, and the Required Banks. There shall be delivered to each Lender requesting the Agent for same at least ten (10) Business Days prior to the benefit of each Bank First Amendment Effective Date a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:Beneficial Ownership Certification in relation to such Borrower.

Conditions of Effectiveness. This Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which, and only if, each of the following conditions precedent shall have been satisfied: (a) The effectiveness Administrative Agent shall have received (i) counterparts of this Waiver Amendment executed by the Borrower, the Administrative Agent and Amendment is expressly conditioned upon all consenting Lenders (including, at a minimum, those Lenders comprising Required Lenders) or, as to any of such Lenders, advice satisfactory to the occurrence Administrative Agent that such Lender has executed this Amendment, and completion of all (ii) the consent attached hereto (the “Consent”) executed by each of the following: Guarantors. (b) The representations and warranties set forth in each of the Loan Parties contained in Section 6 of the Credit Agreement and in the other Loan Documents shall be true correct in all material respects on and correct on as of the date hereof with the same Amendment Effective Date, before and after giving effect to this Amendment, as though such representations and warranties had been made on and as of such date (except representations for any such representation and warranties warranty that, by its terms, refers to a specific date other than the Amendment Effective Date, in which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and case as of the such specific dates or times referred to thereindate), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement . (c) No event shall have occurred and be continuing continuing, or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to result from the Agent effectiveness of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy that constitutes a Default. (d) All of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth of the Administrative Agent (including the reasonable fees and expenses of counsel for the Administrative Agent) due and payable on the Amendment Effective Date shall have been paid in Section E full. (e) The Administrative Agent shall have received payment in full of an amendment fee equal to 0.10% of the sum of the Commitments of those Lenders that have executed and delivered to the Administrative Agent a signature page to this Waiver Amendment, which fee shall be for the ratable benefit of such Lenders. (f) The Administrative Agent shall have received copies, certified by the Borrower as correct and Amendment; complete, of the Note Agreement and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment other Note Documents, which shall be in form an and substance satisfactory to the Administrative Agent. The Agent shall have received counterparts effectiveness of this Waiver and Amendment duly executed by is conditioned upon the Loan Parties, accuracy of the Agent, and the Required Banksfactual matters described herein. There shall be delivered This Amendment is subject to the Agent for the benefit provisions of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each Section 9.01 of the Loan Parties, certifying as appropriate as to:Credit Agreement.

Conditions of Effectiveness. The effectiveness of this Waiver and Amendment Agreement is expressly conditioned upon subject to the occurrence and completion of all following conditions precedent (the first date on which such condition precedents have been satisfied or waived being the “Effective Date”), the Administrative Agent shall have received each of the following: The representations : (a) counterparts of this Agreement, duly executed by each Credit Party and warranties the Requisite Lenders; and (b) evidence satisfactory to the Administrative Agent that the acquisition of the Loan Parties contained “CBS Station Assets” (as defined in the Approved Exchange Agreement) by the Borrower and its Subsidiaries constitutes a Permitted Acquisition and that each of the conditions set forth in Section 6 7.7(iv) of the Credit Agreement and in the other Loan Documents shall be true and correct on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery been satisfied with respect to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and AmendmentExchange, including, without limitation, each of the fees following: (i) delivery to the Administrative Agent an executed Officer’s Certificate of the Borrower confirming that the representations and expenses warranties in Section 5 of the Credit Agreement continue to be true, correct and complete in all material respects after giving effect to the consummation of the Exchange and providing a representation and warranty that the Borrower’s commercially reasonable projections demonstrate that the Borrower shall be in compliance on a Pro Forma Basis with each of the covenants set forth in Section E 7.6 of the Credit Agreement after giving effect to the Exchange and through the Term Loan Maturity Date; (ii) execution and delivery to the Administrative Agent of supplemental Loan Documents, or joinders to existing Loan Documents, together with related certificates, documents, instruments and opinions, in each case to the extent determined by the Administrative Agent or the Borrower to be necessary to comply with the conditions set forth in Sections 4.2A, 4.2B and 4.2F of the Credit Agreement; (iii) delivery to the Administrative Agent of copies of the executed or conformed Permitted Acquisition Documents pertaining to the Exchange and any amendments thereto prior to the consummation of the Exchange; (iv) the initial “FCC Consent” contemplated by and defined in the Approved Exchange Agreement shall be been obtained and, in the event such FCC Consent shall have been challenged or contested by any Person, such FCC Consent shall have become a Final Order; and (v) the Exchange shall have become effective or will become effective substantially simultaneous with the effectiveness of this Waiver and Amendment; and All legal details and proceedings Agreement in connection accordance with the transactions contemplated by this Waiver terms and Amendment shall be in form an substance satisfactory to the Agent. The Agent shall have received counterparts of this Waiver and Amendment duly executed by the Loan Parties, the Agent, and the Required Banks. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each conditions of the Loan Parties, certifying as appropriate as to:Approved Exchange Agreement.

Conditions of Effectiveness. 2.1 The effectiveness of this Waiver and Amendment is expressly conditioned upon the occurrence and completion of all extension of the following: The representations and warranties of the Loan Parties contained in Section 6 of the Revolving Credit Agreement and in the other Loan Documents Period pursuant to Article I shall be true and correct on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and become effective as of the specific dates date (the “Extension Date”) when, and only when, each of the following conditions precedent shall have been satisfied: (a) The Administrative Agent (or times referred its counsel) shall have received from the Borrower and Banks holding more than fifty percent (50%) of the aggregate amount of the Revolving Credit Commitments either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to therein)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 Agreement. (b) The Borrower shall have paid: (i) to the Administrative Agent, for the account of each Bank approving the Extension Request, an extension fee in the amount of 0.05% of such Bank’s Revolving Credit Commitment as of the Extension Date, which extension fee once paid will be fully earned and nonrefundable; and (ii) all other fees and reasonable expenses of the Arrangers, the Administrative Agent and the Banks required under the Loan Parties Agreement and any other Transaction Document to be paid on or prior to the Extension Date (including reasonable fees and expenses of counsel) in connection with this Agreement, including the fees set forth in the letter agreement dated July 16, 2014 among the Parent, the Borrower, ▇▇▇▇▇ Fargo Securities, LLC, and the Administrative Agent. (c) The Administrative Agent shall have performed received a certificate, dated the Extension Date and complied with all covenants and conditions thereofsigned by an authorized officer of the Borrower, and confirming (i) no Default or Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver on the Extension Date and Amendment. By execution after giving effect thereto; and delivery to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of (ii) all of the matters representations and warranties of Borrower in this Section F.1Loan Agreement and/or in any other Transaction Document (A) that are qualified by materiality or Material Adverse Effect shall be true and correct as so qualified, and (B) that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects; Receipt by the Agent in each case on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank as of the date hereof and for all feesExtension Date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment which case such representation or warranty shall be in form an substance satisfactory to the Agent. The Agent shall have received counterparts true and correct as of this Waiver and Amendment duly executed by the Loan Parties, the Agent, and the Required Banks. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:such date).

Conditions of Effectiveness. The effectiveness of this Waiver and This Amendment is expressly conditioned shall become effective upon the occurrence and completion of all date of the following: The representations and warranties satisfaction of each of the Loan Parties contained following conditions (the “Conditions Satisfaction Date”), with effect from and after June 29, 2007 insofar as the covenants set forth in Section Sections 6 and 7 of the Credit Agreement and in are concerned: (i) the other Loan Documents shall be true and correct on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to the Agent. The Administrative Agent shall have received executed counterparts hereof from each of this Waiver Holdings, the Borrower and Amendment duly the Amended and Restated Lenders and an Acknowledgment and Consent hereto from each of the Subsidiary Guarantors in form and substance reasonably satisfactory to the Administrative Agent; (ii) the Administrative Agent shall have received an executed by legal opinion of O’Melveny & ▇▇▇▇▇ LLP, counsel to the Borrower and the other Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, ; (iii) the payments and repayments specified in paragraph 7 below shall have been made; (iv) the Required Banks. There Administrative Agent shall be have received an amendment fee in an aggregate amount equal to $106,250 (1/8% of the Total Commitment on the Conditions Satisfaction Date) for the respective account of each Amended and Restated Lender (on a pro rata basis based on such Amended and Restated Lender’s Commitment after giving effect hereto) that has executed and delivered to the Administrative Agent for a counterpart of this Amendment by no later than 5:00 p.m. (Charlotte, North Carolina time) on June 30, 2007; (v) the benefit Administrative Agent shall have received the fees set forth in that certain Structuring Fee Letter dated June 29, 2007 by and between Wachovia and the Borrower; and (vi) the Borrower shall have paid all fees and expenses due and owing to ▇▇▇▇▇▇, ▇▇▇▇▇ & Bockius LLP, counsel to the Administrative Agent to the extent unpaid and invoiced on or before the date hereof; provided that this Amendment shall be of each Bank a certificate dated no force or effect if the effective date hereof and signed by the Secretary Conditions Satisfaction Date shall not have occurred on or an Assistant Secretary of each of the Loan Partiesbefore July 6, certifying as appropriate as to:2007.

Conditions of Effectiveness. The effectiveness (a) This Amendment shall be deemed effective when, and only when (the “Amendment No. 3 Effective Date”), (i) the Agent shall have received counterparts of this Waiver Amendment executed by the Borrower, the Guarantors and Amendment is expressly conditioned upon the occurrence Majority Banks or, as to any of the Banks, advice satisfactory to the Agent that such Bank has executed this Amendment, (ii) the Agent shall have received evidence of payment by Bank of America to Deutsche Bank Trust Company Americas in respect of the reduction in Deutsche Bank Trust Company Americas’ Commitments as set forth on Schedule 1.1 attached hereto, (iii) the Borrower shall have paid to each Bank that executes this Amendment, in immediately available funds, an amendment fee equal to 0.00375 multiplied by the amount of such Bank’s Commitment as of the date hereof, after giving effect to this Amendment, and completion of (iv) the Agent shall have received all of the following: following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Agent (unless otherwise specified) and in sufficient copies for each Bank, in form and substance satisfactory to the Agent: i. an opinion of Fulbright & ▇▇▇▇▇▇▇▇, L.L.P., counsel for the Loan Parties, in the form of Exhibit A attached hereto; ii. certificates signed by a duly authorized officer of the Borrower and each Guarantor stating that: (i) The representations and warranties of the Loan Parties contained in Section 6 4 are correct on and as of the Credit Agreement and in the other Loan Documents shall be true and correct on the date hereof with the same effect of such certificate as though such representations and warranties had been made on and as of such date other than any such representations or warranties that, by their terms, refer to a date other than the date of such certificates; and (except representations ii) No event has occurred and warranties is continuing that constitutes a Default. iii. a perfection certificate, in substantially the form of Exhibit B hereto, duly completed and executed by a Responsible Officer of each Loan Party. iv. (A) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which relate solely such Loan Party is a party or is to an earlier date or time, which representations be a party and warranties shall be (B) a copy of a Certificate of the Secretary of State of the jurisdiction of incorporation of each Loan Party certifying as to a true and correct on and as copy of the specific dates or times referred charter of such Loan Party and each amendment thereto on file in such Secretary’s office. v. a security agreement (together with each other security agreement and security agreement supplement delivered pursuant to therein)Section 6.18, the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall exist, except in each case as expressly waived amended by this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the “Security Agreement”), duly executed by each Loan Parties shall be deemed Party, together with: (i) certificates representing the Pledged Equity referred to have certified therein accompanied by undated stock powers executed in blank and instruments evidencing the accuracy Pledged Debt indorsed in blank, (ii) proper Financing Statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Agent may reasonably deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (iii) completed requests for information, dated as of a recent date, listing the effective financing statements filed in the jurisdictions referred to in clause (ii) above that name any Loan Party as debtor, together with copies of such other financing statements, (iv) evidence of the matters in this Section F.1; Receipt by completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Agent may deem necessary or desirable in order to perfect the Liens created thereby, and (v) evidence that all other action that the Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken. vi. an intellectual property security agreement (together with each other intellectual property security agreement and intellectual property security agreement supplement delivered pursuant to Section 6.18 of the Credit Agreement, as amended by this Amendment, in each case as amended, the “Intellectual Property Security Agreement”), duly executed by each Loan Party. vii. evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Agent, on behalf of the Banks of Banks, as an additional insured or loss payee, as the case may be, under all fees, costs expenses and disbursements due and payable insurance policies maintained with respect to the Agent assets and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to the Agent. The Agent shall have received counterparts of this Waiver and Amendment duly executed by the Loan Parties, the Agent, and the Required Banks. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each properties of the Loan PartiesParties that constitutes Collateral. (b) On the Amendment No. 3 Effective Date, certifying as appropriate as to:pursuant to the request of the Borrower, the Total Commitments will be automatically reduced to $60,000,000.

Conditions of Effectiveness. The effectiveness This Fifth Amendment shall not be effective until the date (such date, the “Fifth Amendment Effective Date”) each of the following conditions precedent has been satisfied in full: (a) receipt by the Administrative Agent of a counterpart of this Waiver Fifth Amendment executed by the Borrower, Guarantors, Administrative Agent, and Amendment is expressly conditioned upon Required Lenders (which may be by telecopy or electronic transmission); (b) receipt by the occurrence Administrative Agent of a consent letter from CenterPoint Energy Gas Processing, Inc., in form and completion substance satisfactory to the Administrative Agent, permitting Prism’s pledge of all its equity interest in Waskom to the Administrative Agent, for the benefit of the following: The representations and warranties Lenders; (c) receipt by the Administrative Agent of an amendment to the Subsidiary Security Agreement executed by Prism as required to reflect Prism’s pledge referred to in clause (b) above; (d) receipt by the Administrative Agent of a certificate of a Responsible Officer of the Loan Parties contained Borrower certifying that (i) the Borrower has received all governmental, shareholder and third party consents and approvals necessary to consummate the Crosstex Acquisition, which consents and approvals are in full force and effect, (ii) all waiting periods have expired without any action being taken by any Governmental Authority that could restrain, prevent or impose any material adverse condition on the Crosstex Acquisition or that could seek to threaten the consummation of the Crosstex Acquisition, and no law or regulation is applicable that could have such effect, (iii) the Borrower is, within ten (10) Business Days of the Fifth Amendment Effective Date, consummating the Crosstex Acquisition in accordance with the terms of the Crosstex Asset Purchase Agreement and all other agreements, documents and instruments executed and delivered in connection therewith (the “Crosstex Acquisition Documents”), with all material conditions precedent thereto having been satisfied in all material respects by the parties thereto, and the purchase price for the Crosstex Acquisition is not more than $40,000,000 (excluding adjustments pursuant to the Crosstex Asset Purchase Agreement), (iv) no order, decree, judgment, ruling or injunction exists which restrains the consummation of the Crosstex Acquisition or the transactions contemplated by the Credit Agreement as amended hereby, (v) there is no pending, or to the knowledge of such Responsible Officer, threatened, action, suit, investigation or proceeding which seeks to restrain or affect the Crosstex Acquisition, or which, if adversely determined, could materially and adversely affect the Borrower, the MLP, any of their respective Subsidiaries, any of the assets and properties to be acquired in connection with the Crosstex Acquisition (the “Crosstex Interests”), or the ability of Waskom to consummate the Crosstex Acquisition or perform its obligations under the Crosstex Acquisition Documents, and (vi) to the knowledge of such Responsible Officer, there are no claims against the Crosstex Interests alleging liability under or responsibility for violation of any Environmental Law, and no environmental condition or circumstance, such as the presence or Release of any Hazardous Substance, on any property that constitutes part of the Crosstex Interests, which could reasonably be expected to materially and adversely affect the MLP, the Borrower, any of their respective Subsidiaries or any of the Crosstex Interests; (e) receipt by the Administrative Agent of a duly completed Compliance Certificate in the form of Exhibit C to the Credit Agreement signed by a Responsible Officer of the Borrower and a Responsible Officer of the MLP demonstrating compliance with Section 6 7.15 of the Credit Agreement and as of the most recent fiscal quarter end for which financial statements are available, after giving pro forma effect to the Borrower’s incurrence of indebtedness to finance Prism’s pro rata portion of the investment in Waskom required to consummate the other Loan Documents shall be Crosstex Acquisition; (f) receipt by the Administrative Agent of an executed copy of the Crosstex Asset Purchase Agreement, certified as true and correct on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as by a Responsible Officer of the specific dates or times referred to therein), Borrower; (g) such Lien searches as the Loan Parties Administrative Agent shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and request; and (h) other documents as may be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt reasonably required by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to the Administrative Agent. The Agent shall have received counterparts of this Waiver and Amendment duly executed by the Loan Parties, the Agent, and the Required Banks. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:.

Conditions of Effectiveness. The effectiveness of this Waiver and This Amendment is expressly conditioned upon the occurrence and completion of all of the following: The representations and warranties of the Loan Parties contained in Section 6 of the Credit Agreement and in the other Loan Documents shall be true and correct on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank become effective as of the date hereof first above written (the “Effective Date”) when, and for all feesonly when, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, each of the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to the Agent. following conditions have been satisfied: (i) The Agent shall have received counterparts of this Waiver and Amendment duly executed by the Loan PartiesBorrower and all of the Lenders or, as to any of the AgentLenders, and the Required Banks. There shall be delivered advice satisfactory to the Agent that such Lender has executed this Amendment; (ii) The Agent shall have received for the benefit ratable account of each Bank Lender, a closing fee of 0.15% of the aggregate Commitments (and upon receipt of such fee from the Borrower, the Agent will distribute the ratable portion of such fee to each Lender no later than the close of business on the second business day after receipt thereof by the Agent); (iii) The Agent shall have received, for its own account, all fees and other amounts payable to it pursuant to that certain fee letter dated as of December 5, 2003, between the Agent and the Borrower. (iv) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Amendment and the matters contemplated hereby, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the matters contemplated hereby; and (v) A certificate dated the effective date hereof and signed by of the Secretary or an Assistant Secretary of each the Borrower certifying the names and true signatures of the Loan Parties, certifying as appropriate as to:officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder and thereunder. (vi) The Agent shall have received evidence satisfactory to it that U.S. Bank National Association has released all liens and security interests granted to it in connection with the U.S. Bank Credit Agreement. This Amendment is subject to the provisions of Section 8.01 of the Credit Agreement.

Conditions of Effectiveness. The effectiveness This Amendment is subject to the provisions of Section 14.11 of the 2004 Credit Agreement. This Amendment shall become effective as of the date first above written (the “Amendment Effective Date”) when and only when, on or before the Amendment Effective Date, the Administrative Agent shall have received: (a) Counterparts of this Waiver Amendment executed by the Borrower, the Additional Obligors and Amendment is expressly conditioned upon the occurrence Required Lenders. (b) A certificate from a Responsible Officer, in form and completion of substance reasonably satisfactory to the Administrative Agent, to the effect that all of the following: The representations and warranties of the Loan Parties Borrower contained in Section 6 of the 2004 Credit Agreement Agreement, as amended hereby, are true, correct and complete in the other Loan Documents shall be true and correct on the date hereof all material respects with the same effect as though such representations and warranties had been if made on and as of the Amendment Effective Date, except to the extent such date (except representations and warranties which expressly relate solely to an earlier date or time, (in which case such representations and warranties shall be true and correct on and in all material respects as of such earlier date); that the specific dates or times referred to therein), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event Borrower is not in violation of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all any of the matters covenants contained in this Section F.1the 2004 Credit Agreement, as amended hereby; Receipt by the Agent on behalf of the Banks of all feesthat, costs expenses and disbursements due and payable after giving effect to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver Amendment, no Default or Event of Default has occurred and Amendment shall be in form an substance satisfactory is continuing; and that each of the conditions to the Agent. The Agent shall have received counterparts effectiveness of this Waiver Amendment has been satisfied or waived (assuming satisfaction of the Administrative Agent where not advised otherwise). (c) A certificate of the secretary, assistant secretary or general counsel of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of the Borrower executing this Amendment and certifying that attached thereto is a true, correct and complete copy of resolutions duly executed adopted by the Loan PartiesBoard of Directors of the Borrower authorizing the borrowings contemplated under the 2004 Credit Agreement, the Agentas amended hereby, and the Required Banksexecution, delivery and performance of this Amendment. (d) Favorable opinions of ▇▇▇ ▇. There shall be delivered ▇▇▇▇▇▇, General Counsel to the Borrower, Cravath, Swaine & ▇▇▇▇▇ LLP, special counsel to the Borrower, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇ LLP, Pennsylvania counsel to the Borrower, and Drinker ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, New Jersey counsel to the Borrower, addressed to the Administrative Agent for and the benefit of each Bank a certificate dated Lenders with respect to the effective date hereof and signed by the Secretary or an Assistant Secretary of each of Borrower, the Loan Parties, certifying Documents and such other matters as appropriate as to:the Lenders shall reasonably request.

Conditions of Effectiveness. 2.1 The effectiveness amendments set forth in ARTICLE I shall become effective as of this Waiver the date (the “First Amendment Effective Date”) when, and Amendment is expressly conditioned upon only when, each of the occurrence and completion of all following conditions precedent shall have been satisfied: (a) The Administrative Agent shall have received each of the following: The , each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) An executed counterpart of this Amendment from each of the Borrower and each of the Lenders. (ii) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (iii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its bylaws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents. (iv) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (v) A certificate, signed by an Authorized Officer, stating that on the First Amendment Effective Date the representations and warranties of the Loan Parties Borrower contained in Section 6 Article III of the Credit Agreement and in the other Loan Documents shall be true and correct on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties this Amendment shall be true and correct on and as of the specific dates or times referred First Amendment Effective Date. (vi) A written opinion of the Borrower’s counsel, addressed to therein)the Administrative Agent, the Loan Parties Lenders and the LC Issuers, dated as of the First Amendment Effective Date, in form and substance satisfactory to the Administrative Agent. (vii) Any Notes requested by a Lender pursuant to Section 2.12 of the Credit Agreement payable to the order of each such requesting Lender. (viii) Such other documents as any Lender or its counsel may have reasonably requested. 12609639v4 (b) The Administrative Agent and the Lenders shall have performed received, at least five (5) Business Days prior to the First Amendment Effective Date, all documentation and complied other information requested by the Administrative Agent or any Lender or required by regulatory authorities in order for the Administrative Agent and the Lenders to comply with all covenants requirements of any Anti-Money Laundering Laws, including the PATRIOT Act and conditions any applicable “know your customer” rules and regulations. (c) Unless the Borrower qualifies for an express exclusion from the “legal entity customer” definition under the Beneficial Ownership Regulations, the Borrower shall have delivered to the Administrative Agent, and directly to any Lender requesting the same, a Beneficial Ownership Certification in relation to it, in each case at least five (5) Business Days prior to the First Amendment Effective Date. (d) The Borrower shall have paid to (i) ▇▇▇▇▇ Fargo Securities, LLC, the Administrative Agent and the Lenders any fees required under the ▇▇▇▇▇ Fargo Fee Letter (as defined below) to be paid to each of them, in the amounts due and payable on the First Amendment Effective Date as required by the terms thereof, and no Event of Default or Potential Default (ii) JPMorgan Chase Bank, N.A. (“JPMorgan”) the fees required under the Credit Agreement shall have occurred and be continuing or shall existJPMorgan Fee Letter, except as expressly waived by this Waiver and Amendment. By execution and delivery to in the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements amount due and payable on the First Amendment Effective Date as required by the terms thereof. The “▇▇▇▇▇ Fargo Fee Letter” means that certain letter from ▇▇▇▇▇ Fargo and ▇▇▇▇▇ Fargo Securities, LLC to the Agent and any Bank as Borrower, dated November 5, 2019, relating to certain fees payable by the Borrower in respect of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory Amendment. The “JPMorgan Fee Letter” means that certain letter from JPMorgan to the Agent. The Agent shall have received counterparts of this Waiver and Amendment duly executed Borrower, dated November 5, 2019, relating to certain fees payable by the Loan Parties, the Agent, and the Required Banks. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each Borrower in respect of the Loan Parties, certifying as appropriate as to:transactions contemplated by this Amendment.

Conditions of Effectiveness. The effectiveness of this Waiver and Amendment Agreement is expressly conditioned upon subject to the occurrence and completion of all following conditions precedent (the first date on which such condition precedents have been satisfied or waived being the “Effective Date”): (a) The Administrative Agent shall have received each of the following: The representations : (i) counterparts of this Agreement, duly executed by each Credit Party and warranties each Lender; (ii) (x) a copy of the Loan Parties contained in Section 6 certificate of formation of the Credit Agreement Borrower, certified by the Secretary of State of Delaware as of a recent date, (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) and (z) resolutions of the sole member of the Borrower authorizing the execution, delivery and performance of this Agreement, in each case, certified by a corporate secretary or assistant secretary of the Borrower and in form, scope and substance acceptable to the other Loan Documents shall be true Administrative Agent; (iii) a written opinion of Borrower’s counsel, in form, scope and correct on substance acceptable to the date hereof with Administrative Agent; (iv) payment in full, in immediately available funds, to the same effect as though such representations Administrative Agent for the account of each Lender that executes and warranties had been made on and as delivers a counterpart to this Agreement (A) an amendment fee in an amount equal to 0.20% of (x) the sum of such date 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 (except representations y) the amount, if any, of such Lender’s Existing Hold that is assigned in connection with this Agreement; and warranties which relate solely (B) an upfront fee in an amount equal to an earlier date or time, which representations and warranties shall be true and correct on and as 0.50% of the specific dates or times referred excess, if any, of (x) the sum of such Lender’s Revolving Commitment and outstanding Term Loans immediately after giving effect to therein)this Agreement(including any (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 Loan Parties shall have performed Revolving Loans under the Credit Agreement, to the Administrative Agent for the account and complied with 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 covenants and conditions thereof, and no Event of Default or Potential Default purposes under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties such payment shall be deemed to have certified the accuracy treated as a prepayment under subsection 2.4B and shall be accompanied by any amounts payable under subsection 2.6D); (vi) payment of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements fees due and payable to the Administrative Agent under that certain engagement letter duly executed and any Bank as of delivered by the Borrower on or prior to the date hereof in favor of the Administrative Agent and for all feesGE Capital Markets, costsInc.; and (vii) a copy of an Incremental Term Loan Assumption Agreement from each Incremental Term Loan Lender making Incremental Term Loans on the Effective Date, expenses duly executed by such Incremental Term Loan Lender and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to the Agent. Borrower. (b) The Agent Borrower shall have received counterparts not less than $5,750,000 in gross cash proceeds from the funding of this Waiver and Amendment duly executed by Incremental Term Loans (the Loan Parties, the Agent, and the Required Banks. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:“Effective Date Incremental Term Loans”).

Conditions of Effectiveness. (a) The effectiveness of Section 2 of this Waiver Amendment shall be subject to the satisfaction of each of the following conditions precedent: (1) The Administrative Agent shall have received from the Borrower and Amendment is expressly conditioned upon each of the occurrence and completion requisite Lenders a duly executed original (or, if elected by the Administrative Agent, an executed facsimile copy) of this Amendment. (2) The Administrative Agent shall have received evidence of payment by the Borrower of all fees, costs and expenses due and payable as of the following: Effective Date hereunder and under the Credit Agreement, including any costs and expenses payable under Section 5(g) of this Amendment (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, to the extent invoiced on or prior to the Effective Date). (3) The Administrative Agent shall have received from the Borrower, in form and substance satisfactory to the Administrative Agent and the Lenders, a copy of resolutions passed by the board of directors (or related committee thereof) of the Borrower, certified as of the Effective Date by the Secretary or an Assistant Secretary of such Person, authorizing the execution, delivery and performance of the Amendment Documents. (4) The Administrative Agent shall have received all other documents it may reasonably request relating to any matters relevant hereto, all in form and substance reasonably satisfactory to the Administrative Agent. (5) The representations and warranties of the Loan Parties contained in Section 6 3 of the Credit Agreement and in the other Loan Documents shall be true and correct on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties this Amendment shall be true and correct on and as of the specific dates or times referred to thereinEffective Date with the same effect as if made on and as of the Effective Date. (b) For purposes of determining compliance with the conditions specified in Section 4(a), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by each Lender that has signed this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties Amendment shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance or acceptable or satisfactory to a Lender unless the Agent. The Administrative Agent shall have received counterparts of this Waiver notice from such Lender prior to the Effective Date specifying its objection thereto. (c) From and Amendment duly executed by after the Loan PartiesEffective Date, the AgentCredit Agreement is amended as set forth herein. Except as expressly amended pursuant hereto, the Credit Agreement shall remain unchanged and in full force and effect and is hereby ratified and confirmed in all respects. (d) The Administrative Agent will notify the Borrower and the Required Banks. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each Lenders of the Loan Parties, certifying as appropriate as to:occurrence of the Effective Date.

Conditions of Effectiveness. The effectiveness of this (a) This Amendment and --------------------------- Waiver (other than Sections 1(b) and Amendment is expressly conditioned upon the occurrence and completion of all of the following: The representations and warranties of the Loan Parties contained in Section 6 of the Credit Agreement and in the other Loan Documents 2) shall be true and correct on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank become effective as of the date hereof first above written when, and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitationonly when, the fees following conditions precedent have been satisfied: (i) on or before 5:00 p.m. (New York City time) on June 14, 1999 or such later date as the Administrative Agent and expenses set forth the Borrower shall agree (but in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with any event, on or before June 30, 1999) (the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to "Closing ------- Date"), the Agent. The Administrative Agent shall have received counterparts of ---- (i) this Amendment and Waiver and Amendment duly executed by the Required Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Required Lender has executed this Amendment and Waiver and (ii) the Consent attached hereto executed by each Loan PartiesParty (other than the Borrower); and (A) an amendment fee for the account of each Lender that approves this Amendment and Waiver in an amount equal to 0.25% of such Lender's aggregate Commitments (after giving effect to any change in such Lender's aggregate Commitments to be effected in connection therewith) shall have been received by the Administrative Agent for the account of the Lenders executing this Amendment and Waiver on or prior to the Closing Date, (B) the Agentfees set forth in the fee letter dated as of June 11, 1999 between the Borrower and the Required Banks. There Agents shall be delivered to have been received by the Administrative Agent for the benefit of each Bank a certificate dated the Agents on or prior to the Closing Date, and (iii) the fees and expenses of counsel to the Agents previously accrued and invoiced has been received by counsel to the Agents on or prior to the Closing Date. (b) Sections 1(b) and 2 of this Amendment and Waiver shall become effective date hereof and signed by the Secretary or an Assistant Secretary of each as of the Loan Partiesdate first above written when, certifying as appropriate as to:and only when, on or before September 30, 1999 the conditions precedent set forth in clause (a) above have been satisfied and the conditions precedent to the effectiveness contained in Section 3.05 of the Fourth Amended and Restated Credit Agreement have been satisfied. The effectiveness of Sections 1 and 2 of this Amendment and Waiver is conditioned upon the accuracy of the factual matters described herein. This Amendment and Waiver is subject to the provisions of Section 8.01 of the Existing Credit Agreement.

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 (or waived in accordance with Section 10.2 of the Credit Agreement): (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 Waiver Amendment which shall have been executed by the Administrative Agent, the Issuing Bank, the Lenders (including New Lender, but excluding the Exiting Lenders) and Amendment is expressly conditioned upon the occurrence and completion of all Borrower (which may be by PDF transmission); (2) Each of the following: The representations and warranties of the Loan Parties contained set forth in Section 6 of this Amendment shall be true and correct; (3) Since December 31, 2019, no Material Adverse Effect has occurred and is continuing, or would reasonably be expected to have occurred and be continuing; (4) Borrower shall have paid all fees and expenses due and owing to the Credit Agreement Lenders, the Administrative Agent and the Sole Lead Arranger on or prior to the Amendment Effective Date pursuant to the terms of this Amendment (including, but not limited to, reasonable attorneys’ fees of counsel to the Administrative Agent (but limited to one primary outside counsel for the Administrative Agent and Sole Lead Arranger)) and any fee letter agreed upon in writing by Borrower, the Administrative Agent and the Sole Lead Arranger; (5) The Administrative Agent (or its counsel) shall have received, in form and substance satisfactory to the Administrative Agent, a certificate of a Responsible Officer of each Loan Party dated as of the Amendment Effective Date, attaching and certifying copies of its bylaws, partnership agreement or limited liability company agreement, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of this Amendment and the other Loan Documents in connection therewith to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (6) The Administrative Agent (or its counsel) shall have received, in form and substance satisfactory to the Administrative Agent, certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be true available from the Secretary of State of the jurisdiction of organization of such Loan Party and correct on the date hereof with the same effect each other jurisdiction where such Loan Party is required to be qualified to do business as though such representations and warranties had been made on and a foreign corporation, each dated as of such date a recent date; (except representations 7) The Administrative Agent (or its counsel) shall have received, in form and warranties which relate solely substance satisfactory to an earlier date or timethe Administrative Agent, which representations and warranties shall be true and correct on and a favorable written opinion of T▇▇▇▇▇▇▇ & Knight LLP, counsel to the Loan Parties, dated as of the specific dates or times referred Amendment Effective Date addressed to therein)the Administrative Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Parties Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank and the Lenders); (8) The Administrative Agent (or its counsel) shall have performed received, in form and complied substance satisfactory to the Administrative Agent, amendments and reaffirmations of the Collateral Documents executed by Borrower and the other Loan Parties, as applicable, in sufficient counterparts for recording, as applicable; (9) The Administrative Agent (or its counsel) shall have received, in form and substance satisfactory to the Administrative Agent, exiting agreements executed by the Exiting Lenders acknowledging and agreeing to such Exiting Lenders no longer being party to the Existing Credit Agreement; (10) The Administrative Agent (or its counsel) shall have received, in form and substance satisfactory to the Administrative Agent, evidence that the December 31, 2022, required redemption date with all covenants respect to the Borrower’s Preferred Units shall have been extended to a date no earlier than one year after the Commitment Termination Date; and (11) The Administrative Agent (or its counsel) shall have received, in form and conditions thereofsubstance satisfactory to the Administrative Agent, such other documents, certificates or information as the Administrative Agent or the Required Lenders shall have reasonably requested. (b) Without limiting the generality of the provisions of Sections 3.1 and no Event 3.2 of Default or Potential Default under the Credit Agreement shall have occurred Agreement, for purposes of determining compliance with the conditions specified in Section 5(a), each Lender that has signed this Amendment (and be continuing or shall exist, except as expressly waived by this Waiver its permitted successors and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties assigns) shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance or acceptable or satisfactory to a Lender unless the Agent. The Administrative Agent shall have received counterparts of this Waiver and Amendment duly executed by the Loan Parties, the Agent, and the Required Banks. There shall be delivered written notice from such Lender prior to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:proposed Amendment Effective Date specifying its objection thereto.

Conditions of Effectiveness. The effectiveness of this Waiver This Amendment shall become effective in the order and Amendment is expressly conditioned upon in the occurrence and completion of all manner herein described, as of the following: first date upon which each of the conditions precedent set forth below in this Section 5 shall be satisfied or waived in accordance with Section 9.08 of the Unamended Credit Agreement (such date, the “Amendment Effective Date”): (a) The representations and warranties of set forth in the Loan Parties contained in Section 6 of the Amended Credit Agreement and in the other Loan Documents shall be true and correct on in all material respects as of the date hereof Amendment Effective Date, with the same effect as though such representations and warranties had been made on and as of such date (except date; provided to the extent such representations and warranties which expressly relate solely to an earlier date or time, (in which case such representations and warranties 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 is true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (b) Both on and as of the specific dates or times referred to therein), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank as of the date hereof and for all feeson and as of the Amendment Effective Date, costs, expenses both before and disbursements in connection with after giving effect to this Waiver and Amendment, including, without limitationno event has occurred and is continuing that constitutes a Default or an Event of Default under the Unamended Credit Agreement, the fees Amended Credit Agreement and expenses set forth in Section E the other Loan Documents (c) The execution, delivery of, and the performance of this Waiver Amendment by Holdings, the Company and Amendment; the other Borrowers is permitted under the terms of all Material Indebtedness. (d) The Administrative Agent (or its counsel) shall have received from Holdings, the Company, the other Borrowers and All legal details each Subsidiary Loan Party, the Administrative Agent, and proceedings in connection with the transactions contemplated by Lenders party hereto either (i) a counterpart of this Waiver and Amendment shall be in form an substance signed on behalf of such party or (ii) written evidence satisfactory to the Agent. Administrative Agent (which may include telecopy transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Agreement. (e) The Administrative Agent shall have received counterparts received, on behalf of this Waiver itself and the Lenders and each Issuing Bank on the Amendment duly executed by Effective Date, a favorable written opinion of (i) ▇▇▇▇▇ ▇▇▇▇ LLP, special counsel for the Loan Parties, the Agent(ii) ▇▇▇▇▇ ▇▇▇▇▇▇, and the Required Banks. There shall be delivered to the Agent in-house counsel for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each Loan Parties, (iii) VanCott, Bagley, Cornwall & ▇▇▇▇▇▇▇▇, Utah counsel for certain of the Loan Parties, certifying (iv) ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, Delaware counsel for certain of the Loan Parties, (v) Faegre ▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, Minnesota counsel for certain of the Loan Parties, (vi) ▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, New Jersey counsel for certain of the Loan Parties, (vii) ▇▇▇▇▇▇▇ & ▇▇▇▇, Wisconsin counsel for certain of the Loan Parties, and (viii) ▇▇▇▇▇▇▇ LLP, Maryland counsel for certain of the Loan Parties, in each case (A) dated the Amendment Effective Date, (B) addressed to each Issuing Bank on the Amendment Effective Date, the Administrative Agent and the Lenders, and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents as appropriate the Administrative Agent shall reasonably request. (f) Except as provided in Section 6(b) hereof, the Administrative Agent shall have received in the case of each Loan Party each of the items referred to in clauses (i), (ii), (iii) and (iv) below: (i) only if such document or item has not previously been delivered, or shall have changed since the latter of (x) its last date of its previous delivery to the Administrative Agent pursuant to the Unamended Credit Agreement, and (y) the Original Agreement Date, a copy of the certificate or articles of incorporation, certificate of limited partnership or certificate of formation, as applicable, including all amendments thereto, of each Loan Party, (A) in the case of a corporation, certified as of a recent date of the Amendment Effective Date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date of the Amendment Effective Date (and if available, accompanied by a “bring down” dated as of the Amendment Effective Date) from such Secretary of State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of each such Loan Party; (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Amendment Effective Date and certifying: (A) (1) that attached thereto is a true and complete copy of the bylaws (or partnership agreement, limited liability company agreement, operating agreement or other equivalent governing documents) of such Loan Party as in effect on the Amendment Effective Date and at all times since the date of the resolutions described in clause (B) below, or (2) that the by-laws (or partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party, as in effect on the Amendment Effective Date, have not been modified, rescinded or amended since the latter of (x) its last date of delivery to the Administrative Agent pursuant to the Unamended Credit Agreement and (y) the Original Agreement Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrowers, the borrowings thereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment Effective Date, (C) that the certificate or articles of incorporation, certificate of limited partnership or certificate of formation of such Loan Party has not been amended since the date of the last amendment thereto disclosed or delivered pursuant to clause (i) above, (D) 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, and (E) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party; (iii) a certificate of a director or another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Administrative Agent, the Lenders and any Issuing Bank on the Amendment Effective Date may reasonably request (including without limitation, tax identification numbers, addresses and any information requested pursuant to “know your customer” requirements). (g) the Administrative Agent shall have received from a Financial Officer of the Company, an officer’s certificate to the effect that the execution, delivery and performance of this Amendment, the Amended Credit Agreement and the other Loan Documents by the Loan Parties will not conflict with, result in a breach of or constitute a default under, or give rise to a right of, or result in, any cancellation or acceleration under, any indenture, credit or loan agreement or other documents or instruments to which any Loan Party is party with respect to any Material Indebtedness. (h) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Amendment Effective Date and, to the extent invoiced at least 2 Business Days prior to the Amendment Effective Date, all other amounts due and payable pursuant to the Loan Documents on or prior to the Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and local counsel) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (i) The Administrative Agent shall have received (A) a standard flood hazard determination form ordered by the Collateral Agent evidencing whether each such Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “Flood Hazard Property”) and whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (B) for each Flood Hazard Property, the applicable Loan Party’s written acknowledgment of receipt of written notification from the Collateral Agent as to the fact that such Mortgaged Property is a Flood Hazard Property and as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program, and (C) for each Flood Hazard Property, copies of the applicable Loan Party’s flood insurance in an amount and otherwise sufficient to comply with all rules and regulations promulgated pursuant to the Flood Insurance Laws and otherwise in form and substance reasonably acceptable to the Lenders (such acceptability being conclusively evidenced by the execution of this Amendment by each Lender). For purposes of determining compliance with the conditions specified above, each Lender 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 the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Amendment Effective Date specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of the initial Borrowing, if any.

Conditions of Effectiveness. The effectiveness of this Waiver and Amendment is expressly conditioned upon subject to the occurrence and completion of all satisfaction (or waiver) of the followingfollowing conditions precedent: The representations (a) the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the Borrower, the Subsidiary Guarantors, the Required Lenders and warranties the Administrative Agent and (ii) a duly executed amendment in respect of the Loan Parties contained ABL Credit Agreement (the “ABL Amendment”) in Section 6 form and substance reasonably satisfactory to the Administrative Agent and such amendment shall be in full force and effect substantially contemporaneously with this Amendment; (b) the Borrower shall have paid all fees and expenses of the Administrative Agent, Credit Agreement and Suisse Securities (USA) LLC, in its capacity as sole lead arranger for the other Loan Documents shall be true and correct on Amendment (the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein“Arranger”), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, their respective Affiliates (including, without limitation, all previously invoiced, reasonable, out-of-pocket expenses of the Administrative Agent and the Arranger (including, to the extent invoiced, reasonable attorneys’ fees and expenses set forth expenses), in Section E each case to the extent reimbursable under the terms of, in the case of this Waiver the Administrative Agent, the Credit Agreement, and Amendment; in the case of the Arranger, that certain engagement letter dated as of October 24, 2013 between the Borrower and All legal details and proceedings the Arranger) in connection with this Amendment and the transactions contemplated by this Waiver other Loan Documents; and Amendment shall be in form an substance satisfactory to (c) the Agent. The Administrative Agent shall have received counterparts for the account of this Waiver and Amendment duly each Lender which delivers its executed signature page hereto by 12:00 p.m. noon (New York City time) on November 12, 2013 (or such later time as the Loan Parties, the Agent, Administrative Agent and the Required Banks. There Borrower shall be delivered agree), an amendment fee equal to 1.00% of such Lender’s unused US Tranche Revolving Commitment, US Tranche LC Exposure and the Agent for the benefit amount of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:such Lender’s outstanding Term Loans.

Conditions of Effectiveness. The effectiveness of this Waiver and This Seventh Amendment is expressly conditioned upon will become effective on the occurrence and completion of all date on which each of the following: The representations and warranties of the Loan Parties contained following conditions precedent is satisfied or waived in accordance with Section 6 12.02 of the Credit Agreement (the “Seventh Amendment Effective Date”): 3.1 The Administrative Agent shall have received from the Borrower, PEI, each Guarantor, the Issuing Bank and the Lenders, counterparts (in such number as may be requested by the other Loan Documents shall be true and correct Administrative Agent) of this Seventh Amendment signed on the date hereof with the same effect as though such representations and warranties had been made on and as behalf of such date (except representations Person. 3.2 The Administrative Agent and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), the Loan Parties Lenders shall have performed received all fees and complied with other amounts due and payable on or prior to the Seventh Amendment Effective Date, including all covenants reasonable and conditions thereof, and no Event of Default documented out-of-pocket expenses required to be reimbursed or Potential Default paid by the Borrower under the Credit Agreement (including reasonable and documented out-of-pocket fees and expenses invoiced by ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP at least two (2) Business Days prior to the Seventh Amendment Effective Date). 3.3 No Default or Event of Default shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank as of the Seventh Amendment Effective Date. 3.4 If requested by any Lender prior to the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitationhereof, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to the Agent. The Administrative Agent shall have received counterparts of this Waiver and Amendment a new duly executed Note payable to each such Lender, to the extent requested by such Lender, in a principal amount equal to the applicable new Maximum Credit Amount of such Lender (as increased by this Seventh Amendment), dated as of the Seventh Amendment Effective Date. 3.5 The Administrative Agent shall have received such other documents as the Administrative Agent or its special counsel may reasonably require. The Administrative Agent is hereby authorized and directed to declare this Seventh Amendment to be effective when it has received documents confirming compliance with the conditions set forth in this Section 3 or the waiver of such conditions as agreed to by the Loan Parties, the Agent, and the Required BanksMajority Lenders. There Such declaration shall be delivered final, conclusive and binding upon all parties to the Agent Credit Agreement for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:all purposes.

Conditions of Effectiveness. This First Amendment shall be effective on the date Agent delivers to Borrower written notice that each of the following has occurred or exists ("AMENDMENT DATE"): (a) The effectiveness of this Waiver and First Amendment is expressly conditioned upon the occurrence and completion of all of the following: The representations and warranties of the Loan Parties contained in Section 6 of the Credit Agreement and in the other Loan Documents shall be true and correct on the date hereof with the same effect not contravene any Law applicable to Agent, Co-Agent, Issuing Bank or any Lender. (b) No Material Adverse Change, as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or timedetermined by Agent, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing since October 31, 1995. (c) No Default or Event of Default shall exist. (d) Agent, Co-Agent, Issuing Bank, each Lender, each Obligor and CAFS shall have executed and received counterparts of this First Amendment. (e) Agent shall have received, contemporaneously with Borrower's execution of this First Amendment, payment of all fees (including attorneys' fees incurred by Agent prior to execution of this First Amendment and in the preparation, negotiation and execution of this First Amendment). (f) Agent shall have received an Officer's Certificate, executed by authorized officers of CAFS, dated the Amendment Date, certifying (A) that attached copies of its Articles of Incorporation and Bylaws are true and complete, and in full force and effect, without amendment except as expressly waived by shown, (B) that a copy of resolutions of the Board of Directors of CAFS attached thereto authorizing execution, delivery and performance of this Waiver First Amendment and Amendment. By execution all other Loan Papers, is true and delivery complete, and that such resolutions are in full force, were duly adopted, have not been amended, modified, or revoked, and such resolutions constitute all resolutions adopted with respect to the Agent of this Waiver and Amendment, transactions related to the Loan Parties Papers, and (C) to the incumbency, name, and signature of each officer of CAFS authorized to sign this First Amendment and any other Loan Papers on its behalf. Agent, Co-Agent, Issuing Bank and each Lender may conclusively rely on the certificates delivered pursuant to this First Amendment until Agent receives notice in writing to the contrary. (g) Agent shall be deemed have received, in form and substance satisfactory to have certified it, (i) certificates from the accuracy Secretary of all State and other appropriate officials of the matters State of Texas certifying that CAFS is a corporation duly organized, validly existing, and in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank good standing in Texas as of the date hereof thereof, and for (ii) with respect to each state in which CAFS is qualified to do business, certificates of appropriate authorities in each such state, all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, issued within ten days of the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory Date to the Agent. The effect that CAFS is in good standing and duly qualified to transact business in each such state. (h) Agent shall have received counterparts an opinion of this Waiver counsel to Borrower, Guarantors and CAFS dated the Amendment duly executed by the Loan PartiesDate, the which counsel shall be acceptable to Agent, such opinion to be in the form of EXHIBIT B, together with instruction letters from Borrower, Guarantors and the Required Banks. There CAFS. (i) Agent shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of have received each of the Loan Partiesfollowing, certifying in form and substance satisfactory to Agent: (i) the results of UCC and other Lien searches against the assets of Borrower and CAFS; and (ii) a Compliance Certificate prepared as appropriate of the date hereof. (j) Agent shall have received, in form and substance satisfactory to Agent and its counsel, such other approvals, documents, certificates, and instruments as to:Agent shall require.

Conditions of Effectiveness. 3.1 The effectiveness limited consent set forth in Article I of this Waiver and Amendment is expressly conditioned upon the occurrence and completion of all shall become effective as of the following: date (the “Consent Effective Date”) when, and only when, each of the following conditions precedent shall have been satisfied: (a) The Administrative Agent shall have received a counterpart of this Amendment executed and delivered by the Borrowers, the Administrative Agent and the Required Lenders (with fifteen counterparts to be delivered after the Consent Effective Date). (b) The representations and warranties of the Loan Parties Borrowers contained in Section 6 of the Existing Credit Agreement (other than Section 5.05(b) and in (c)) and the other Loan Documents shall be are true and correct on in all material respects as of the date hereof Consent Effective Date, with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which unless stated to relate solely to an earlier date or timedate, in which case such representations and warranties shall be true and correct on and in all material respects as of such earlier date). (c) An amendment to the specific dates or times referred to therein)Max Capital Credit Agreement in substantially the same form as this Amendment has been executed and delivered by Max Capital, Max Bermuda, the Loan Parties Administrative Agent and the Required Lenders (as defined in the Max Capital Credit Agreement) and the conditions precedent set forth in Section 3.1 thereof shall have performed and complied with all covenants and conditions thereof, and no been satisfied). (d) No Default or Event of Default or Potential Default under the Credit Agreement shall have has occurred and be is continuing or shall exist, except as expressly waived by this Waiver and Amendment. By will result from the execution and delivery to the Agent or effectiveness of Article I of this Waiver and AmendmentAmendment or the Amalgamation Agreement. (e) There has not occurred since December 31, 2009 any Material Adverse Effect (as defined in the Loan Parties Existing Credit Agreement). 3.2 The amendments set forth in Article II of this Amendment shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank become effective as of the date hereof (the “First Amendment Effective Date”) when, and for all feesonly when, costseach of the following conditions precedent shall have been satisfied or waived: (a) The Administrative Agent shall have received the following (in such number as the Administrative Agent may deem appropriate): (i) A Guaranty in substantially the form of Annex C to this Amendment executed and delivered by Max Capital, expenses and, if required by the Administrative Agent in its sole discretion, Amalco Sub, pursuant to which such Person guarantees the Obligations of the Borrowers under the Credit Agreement; (ii) A Security Agreement and disbursements in connection with this Waiver Control Agreement executed and Amendment, delivered by each Borrower (or such Borrower’s Collateral Provider) who has Secured Letters of Credit outstanding and the Administrative Agent; (iii) Legal opinions of counsel to the Credit Parties (including, without limitation, opinions of New York and Bermuda counsel) as may be reasonably requested by the Administrative Agent; (iv) A certificate of an Executive Officer of each Borrower certifying that after giving effect to the amendments in Article II and filing of the Amalgamation Agreement: (A) No Default or Event of Default has occurred and is continuing or will result from the execution and delivery or effectiveness of the amendments set forth herein or the Amalgamation; (B) The representations and warranties (other than Sections 5.05(a) and (b) and Section 5.10, in each case, with respect to Max Capital) of the Credit Parties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects as of the First Amendment Effective Date, with the same effect as though made on such date (unless stated to relate solely 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); (C) There are no material insurance regulatory proceedings pending or, to the knowledge of such Responsible Officer, threatened against Max Capital, Harbor Point, the Amalgamated Company or any Insurance Subsidiary in any jurisdiction; and (D) There has not occurred since December 31, 2009 (x) any Material Adverse Effect described in clauses (b) or (c) of the definition thereof in the Existing Credit Agreement after giving effect to the amendment to such definition contained in this Amendment or (y) any Material Adverse Effect (as defined in Section 8.13 of the Amalgamation Agreement) on Max Capital and its Subsidiaries (after giving effect to the Amalgamation); (v) A certificate of the secretary or an assistant secretary of each Credit Party (other than the Amalgamated Company), in form and substance reasonably satisfactory to the Administrative Agent, certifying (A) that attached thereto is a true and complete copy of the certificate of incorporation, memorandum of association (or another similar governing document) and all amendments thereto of such Credit Party, certified as of a recent date by the Registrar of Companies for the Bermuda Ministry of Finance, and that the same has not been amended since the date of such certification, (B) that attached thereto is a true and complete copy of the Bye-laws or similar governing document of such Credit Party, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (C) below were adopted to and including the date of such certificate, and (C) 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 the Credit Agreement and the other Loan Documents (and, if applicable, the Amalgamation Agreement) to which such Credit Party is or becomes a party, and (D) as to the incumbency and genuineness of the signature of each officer of such Credit Party executing any such Loan Documents, and attaching all such copies of the documents described above; (vi) A certificate of the secretary or an assistant secretary of the Amalgamated Company, in form and substance reasonably satisfactory to the Administrative Agent, certifying (A) that attached thereto is a true and complete copy of the application for registration of an amalgamated company and resulting memorandum of association of the Amalgamated Company and that the same has been presented for filing with the Registrar of Companies for the Bermuda Ministry of Finance, (B) that attached thereto is a true and complete copy of the Bye-laws or similar governing document of the Amalgamated Company then in effect and as in effect at all times from the date on which the resolutions referred to in clause (C) below were adopted to and including the date of such certificate, and (C) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of the Amalgamated Company authorizing the execution, delivery of the Guaranty and the performance of the Guaranty, the Credit Agreement and the other Loan Documents to which it is a party, and (D) as to the incumbency and genuineness of the signature of each officer of the Amalgamated Company executing the Guaranty or any of the other Loan Documents, and attaching all such copies of the documents described above; (vii) If there has been a material change from the Pro Forma Financial Statements delivered to the Lenders prior to the date of this Amendment, an update of such Pro Forma Financial Statements; (viii) A Compliance Certificate executed by Max Capital calculated on a pro forma basis as of the date of the most recent year to date update of the Pro Forma Financial Statements after giving effect to the Amalgamation and this Amendment and certifying as to Max Capital Debt Rating; (ix) A Borrowing Base Certificate executed by each Pledgor (or such Pledgor’s Collateral Provider) calculated as of the close of business one Business Day prior to the First Amendment Effective Date giving effect to the Amendments; (x) The investment guidelines for Max Capital and its Subsidiaries which will be in effect on the Amalgamation Date; (xi) Satisfactory confirmation from A.M. Best Company, Inc. that the current Financial Strength Rating of Max Bermuda and Harbor Point Re is “A-” (stable) or better (even if such Financial Strength Rating is different than the Financial Strength Rating, if any, required under the Amalgamation Agreement); and (xii) True, complete and correct copies of the Amalgamation Agreement which shall be in full force and effect and shall not have been amended in a manner that is materially adverse to the Lenders since the Consent Effective Date (except for such amendments as have been approved by the Administrative Agent (with the consent of the Required Lenders)) and, to the extent not included as Exhibits to the Amalgamation Agreement, the other material documents required to be executed in connection with the Closing (as defined in the Amalgamation Agreement). (b) All approvals, permits and consents of any Governmental Authorities (including, without limitation, all relevant Insurance Regulatory Authorities) in each jurisdiction where any of Max Capital, Amalco Sub, Harbor Point, Harbor Point Re, HPRe US or Max Bermuda underwrite or engage in material business or of other Persons (the failure of which to obtain would reasonably likely be materially detrimental to the Credit Parties or the Lenders), if any, required to be obtained prior to the Closing (as defined in the Amalgamation Agreement) in connection with the execution and delivery of the Amalgamation Agreement, this Amendment (including the effectiveness of the amendments herein) and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby shall have been obtained (without the imposition of restrictions or conditions that are materially adverse to the Administrative Agent, the Fronting Bank or the Lenders with respect to the transactions contemplated hereby), and all related filings, if any, shall have been made, and all such approvals, permits, consents and filings shall be in full force and effect and the Administrative Agent shall have received such copies thereof as it shall have reasonably requested; all applicable waiting periods shall have expired or terminated, and no order, injunction or decree shall have been entered by, any Governmental Authority, in each case to enjoin, restrain, restrict, set aside or prohibit, or impose materially adverse conditions upon, the Amalgamation, this Amendment or any of the other Loan Documents or the consummation of the transactions contemplated hereby or thereby that, in any case, would or would reasonably be expected to have a Material Adverse Effect described in clauses (b) or (c) of the definition thereof in the Existing Credit Agreement after giving effect to the amendment to such definition contained in this Amendment or any Regulatory Material Adverse Effect (as defined in the Amalgamation Agreement). (c) All conditions precedent to the Effective Time (as defined in the Amalgamation Agreement) shall have been satisfied or otherwise waived (with the approval of the Administrative Agent, it being agreed that a change to the Financial Strength Rating condition precedent in the Amalgamation Agreement shall not require the consent of the Administrative Agent), all necessary filings in connection therewith shall have been made, and the First Amendment Effective Date will be the same as the Amalgamation Date. (d) The “Third Amendment Effective Date” under the Max Capital Credit Agreement will occur concurrently with the First Amendment Effective Date hereunder and either (x) no amendments to other credit facilities of Harbor Point and its Subsidiaries or Max Capital and its Subsidiaries, as applicable, shall be necessary in connection with the consummation of the Amalgamation or (y) if any such amendments are required, such amendments are, or concurrently with the First Amendment Effective Date will become, effective. (e) The Credit Parties shall have provided the Administrative Agent and the Lenders with all necessary information, documents and certificates as the Administrative Agent and the Lenders may reasonably request in order to comply with the Patriot Act and related “Know Your Customer” rules and regulations. (f) There has not occurred since December 31, 2009 (i) any Material Adverse Effect described in clauses (b) or (c) of the definition thereof in the Existing Credit Agreement after giving effect to the amendment to such definition contained in this Amendment or (ii) any Material Adverse Effect (as defined in Section 8.13 of the Amalgamation Agreement) on Max Capital and its Subsidiaries (after giving effect to the Amalgamation). (g) The representations and warranties of the Credit Parties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects as of the First Amendment Effective Date, with the same effect as though made on such date (unless stated to relate solely 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). (h) No Default or Event of Default has occurred and is continuing or will result from the effectiveness of the Amendments in Article II hereof or the Amalgamation Agreement. (i) All fees and reasonable out-of-pocket expenses of the Administrative Agent and the Arranger (including, without limitation, reasonable and documented legal fees and expenses set forth invoiced prior to such date) in Section E connection with the First Amendment Effective Date shall have been paid. (j) A letter from the process agent agreeing to the service of this Waiver process terms of each Guaranty or other Loan Document requiring the same. (k) Such other documents, certificates, opinions and Amendment; and All legal details and proceedings instruments in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to hereby as the Agent. The Administrative Agent shall have received counterparts of this Waiver and Amendment duly executed by the Loan Parties, the Agent, and the Required Banks. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:reasonably requested.

Conditions of Effectiveness. The effectiveness of this Waiver and Amendment is expressly conditioned subject to the conditions precedent that: (a) the Agent shall have received: (i) duly executed counterparts of this Amendment from each of the Borrower, the Lender, the Secondary Lender and the Agent; (ii) a certificate of a Responsible Officer of the Borrower certifying (i) as to its declaration of trust, by-laws, Valuation Procedures and Prospectus, (ii) as to the resolutions of its Trustees (in form and substance reasonably acceptable to the Agent) authorizing the execution and delivery of this Amendment and performance of this Amendment and the Credit Agreement and the Fee Letter as amended hereby, (iii) as to the incumbency and specimen signatures of the officers authorized to execute this Amendment and any other documents delivered in connection herewith on behalf of the Borrower, (iv) that upon the occurrence effectiveness of this Amendment and completion after giving effect hereto, no Default or Event of Default has occurred and is continuing and (v) that upon the effectiveness of this Amendment and after giving effect hereto, all of the following: The representations and warranties of the Loan Parties contained Borrower made in Section 6 the Program Documents to which it is a party, as amended by this Amendment, are true and correct in all material respects (or, in the case of those representations and warranties that are qualified with materiality or Material Adverse Effect, true and correct in all respects); (iii) favorable written opinions of New York and Massachusetts counsel for the Borrower, in each case in form and substance reasonably acceptable to the Agent; and (iv) such other documents, instruments and agreements as the Agent shall reasonably request; and (b) the Conduit Lender shall have received an amendment fee equal to 0.05% of the Total Commitment in effect on the date hereof (after giving effect to this Amendment), which fee shall be in addition to, and not in lieu of any other fees, expenses, reimbursements, indemnities and any other amounts payable by the Borrower under or in connection with the Credit Agreement and in the other Loan Documents shall be true and correct on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to the Agent. The Agent shall have received counterparts of this Waiver and Amendment duly executed by the Loan Parties, the Agent, and the Required Banks. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:non-refundable once paid.

Conditions of Effectiveness. The effectiveness All provisions of this Waiver and Amendment is expressly conditioned upon the occurrence and completion of all of the following: The representations and warranties of the Loan Parties contained in Section 6 of the Credit Agreement and in the other Loan Documents shall be true and correct on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and First Amendment shall be in form an substance satisfactory to effective upon satisfaction of, or completion of, the Agent. The following: (a) the Administrative Agent shall have received counterparts of this Waiver and First Amendment duly executed by the Loan PartiesBorrower, each Guarantor, the AgentRequired Lenders and each Lender that is increasing its Revolving Credit Commitment; (b) the representations and warranties set forth in Section 2 of this First Amendment shall be true and correct; (c) the Administrative Agent shall have received a certificate of the Borrower dated as of the First Amendment Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase and authorizing the execution, delivery and performance of this First Amendment and the Replacement Revolving Loan Notes, and the Required Banks. There shall be delivered (ii) certifying that, before and after giving effect to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of such increase, (A) each of the conditions set forth in Section 4.02 of the Credit Agreement shall have been satisfied; (B) the representations and warranties contained in Article V of the Credit Agreement and the other Loan PartiesDocuments that are subject to materiality and Material Adverse Effect qualifications are true and correct in all respects and the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents that are not subject to materiality or Material Adverse Effect qualifications are true and correct in all material respects, certifying on and as appropriate of the First Amendment 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 to:of such earlier date, and except that the representations and warranties contained in Sections 5.05(a) and (c) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) of the Credit Agreement, respectively, and (C) no Default exists; (d) to the extent requested by a Lender, the Administrative Agent shall have received a fully-executed Replacement Revolving Loan Note for each such Lender; (e) all fees required to be paid to the Lenders on or before the First Amendment Effective Date shall have been paid; (f) unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent directly to such counsel to the extent invoiced prior to or on the First Amendment Effective Date; (g) since December 31, 2020, 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; and (h) 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 reasonably require.

Conditions of Effectiveness. The effectiveness This Amendment is subject to the provisions of Section 14.11 of the 2005 Credit Agreement. This Amendment shall become effective as of the date first above written (the “Amendment Effective Date”) when and only when, on or before the Amendment Effective Date, the Administrative Agent shall have received: (a) Counterparts of this Waiver Amendment executed by the Borrower, the Additional Obligors and Amendment is expressly conditioned upon the occurrence Required Lenders. (b) A certificate from a Responsible Officer, in form and completion of substance reasonably satisfactory to the Administrative Agent, to the effect that all of the following: The representations and warranties of the Loan Parties Borrower contained in Section 6 of the 2005 Credit Agreement Agreement, as amended hereby, are true, correct and complete in the other Loan Documents shall be true and correct on the date hereof all material respects with the same effect as though such representations and warranties had been if made on and as of the Amendment Effective Date, except to the extent such date (except representations and warranties which expressly relate solely to an earlier date or time, (in which case such representations and warranties shall be true and correct on and in all material respects as of such earlier date); that the specific dates or times referred to therein), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event Borrower is not in violation of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all any of the matters covenants contained in this Section F.1the 2005 Credit Agreement, as amended hereby; Receipt by the Agent on behalf of the Banks of all feesthat, costs expenses and disbursements due and payable after giving effect to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver Amendment, no Default or Event of Default has occurred and Amendment shall be in form an substance satisfactory is continuing; and that each of the conditions to the Agent. The Agent shall have received counterparts effectiveness of this Waiver Amendment has been satisfied or waived (assuming satisfaction of the Administrative Agent where not advised otherwise). (c) A certificate of the secretary, assistant secretary or general counsel of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of the Borrower executing this Amendment and certifying that attached thereto is a true, correct and complete copy of resolutions duly executed adopted by the Loan PartiesBoard of Directors of the Borrower authorizing the borrowings contemplated under the 2005 Credit Agreement, the Agentas amended hereby, and the Required Banksexecution, delivery and performance of this Amendment. (d) Favorable opinions of ▇▇▇ ▇. There shall be delivered ▇▇▇▇▇▇, General Counsel to the Borrower, Cravath, Swaine & ▇▇▇▇▇ LLP, special counsel to the Borrower, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇ LLP, Pennsylvania counsel to the Borrower, and Drinker ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, New Jersey counsel to the Borrower, addressed to the Administrative Agent for and the benefit of each Bank a certificate dated Lenders with respect to the effective date hereof and signed by the Secretary or an Assistant Secretary of each of Borrower, the Loan Parties, certifying Documents and such other matters as appropriate as to:the Lenders shall reasonably request.

Conditions of Effectiveness. The effectiveness of this Waiver This Amendment shall become effective in the order and Amendment is expressly conditioned upon in the occurrence and completion of all manner herein described, as of the following: first date upon which each of the conditions precedent set forth below in this Section 3 shall be satisfied or waived in accordance with Section 9.08 of the Unamended Credit Agreement (such date, the "Amendment Effective Date"): (a) The representations and warranties of set forth in the Loan Parties contained in Section 6 of the Amended Credit Agreement and in the other Loan Documents shall be true and correct on in all material respects as of the date hereof Amendment Effective Date, with the same effect as though such representations and warranties had been made on and as of such date (except date; provided to the extent such representations and warranties which expressly relate solely to an earlier date or time, (in which case such representations and warranties 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 is true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (b) Both on and as of the specific dates or times referred to therein), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank as of the date hereof and for all feeson and as of the Amendment Effective Date, costs, expenses both before and disbursements in connection with after giving effect to this Waiver and Amendment, including, without limitationno event has occurred and is continuing that constitutes a Default or an Event of Default under the Unamended Credit Agreement, the fees Amended Credit Agreement and expenses set forth in Section E the other Loan Documents. (c) The execution, delivery of, and the performance of this Waiver Amendment by Holdings, the Company and Amendment; the other Borrowers are permitted under the terms of all Material Indebtedness. (d) The Administrative Agent (or its counsel) shall have received from Holdings, the Company, the other Borrowers and All legal details each Subsidiary Loan Party, the Administrative Agent and proceedings in connection with the transactions contemplated by Additional Revolving Lenders party hereto either (i) a counterpart of this Waiver and Amendment shall be in form an substance signed on behalf of such party or (ii) written evidence satisfactory to the Agent. Administrative Agent (which may include telecopy transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment. (e) The Administrative Agent shall have received counterparts received, on behalf of this Waiver itself and the Lenders and each Issuing Bank on the Amendment duly executed by Effective Date, a favorable written opinion of (i) ▇▇▇▇▇ ▇▇▇▇ LLP, special counsel for the Loan Parties, (ii) ▇▇▇▇▇ ▇▇▇▇▇▇, in-house counsel for the AgentLoan Parties, and the Required Banks. There shall be delivered to the Agent (iii) ▇▇▇▇▇▇▇ & ▇▇▇▇, Wisconsin counsel for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each certain of the Loan Parties, certifying in each case (A) dated the Amendment Effective Date, (B) addressed to the Administrative Agent and the Lenders, and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents as appropriate the Administrative Agent shall reasonably request. (f) The Administrative Agent shall have received in the case of each Loan Party each of the items referred to in clauses (i), (ii), (iii) and (iv) below: (i) only if such document or item has not previously been delivered, or shall have changed since the later of (x) its last date of its previous delivery to the Administrative Agent pursuant to the Unamended Credit Agreement, and (y) the Amendment Effective Date, a copy of the certificate or articles of incorporation, certificate of limited partnership or certificate of formation, as applicable, including all amendments thereto, of each Loan Party, (A) in the case of a corporation, certified as of a recent date of the Amendment Effective Date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date of the Amendment Effective Date or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of each such Loan Party; (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Amendment Effective Date and certifying: (A) (1) that attached thereto is a true and complete copy of the bylaws (or partnership agreement, limited liability company agreement, operating agreement or other equivalent governing documents) of such Loan Party as in effect on the Amendment Effective Date and at all times since the date of the resolutions described in clause (B) below, or (2) that the by-laws (or partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party, as in effect on the Amendment Effective Date, have not been modified, rescinded or amended since the latter of (x) its last date of delivery to the Administrative Agent pursuant to the Unamended Credit Agreement and (y) the Amendment Effective Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrowers, the borrowings thereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment Effective Date, (C) that the certificate or articles of incorporation, certificate of limited partnership or certificate of formation of such Loan Party has not been amended since the date of the last amendment thereto disclosed or delivered pursuant to clause (i) above, (D) 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, and (E) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party; (iii) a certificate of a director or another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Administrative Agent or the Additional Revolving Lenders on the Amendment Effective Date may reasonably request (including without limitation, tax identification numbers, addresses and any information requested pursuant to "know your customer" requirements). (g) the Administrative Agent shall have received from a Financial Officer of the Company, an officer's certificate to the effect that the execution, delivery and performance of this Amendment, the Amended Credit Agreement and the other Loan Documents by the Loan Parties will not conflict with, result in a breach of or constitute a default under, or give rise to a right of, or result in, any cancellation or acceleration under, any indenture, credit or loan agreement or other documents or instruments to which any Loan Party is party with respect to any Material Indebtedness. (h) The Agents shall have received to the extent invoiced, reimbursement or payment of all reasonable outofpocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and local counsel) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (i) The Administrative Agent shall have received for the ratable account and benefit of each Additional Revolving Lender executing this Amendment a nonrefundable fee equal to 0.10% of the aggregate principal amount of Additional Revolving Commitments of such Additional Revolving Lender. For purposes of determining compliance with the conditions specified above, each Lender 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 the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Amendment Effective Date specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender's ratable portion of the initial Borrowing, if any.

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 (or waived in accordance with Section 12.02 of the Credit Agreement): (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 Waiver Amendment which shall have been executed by the Administrative Agent, the Issuing Bank, the Lenders, the Borrower and Amendment is expressly conditioned upon the occurrence and completion of all Parent (which may be by PDF transmission); (2) Each of the following: The representations and warranties of the Loan Parties contained set forth in Section 6 5 of the Credit Agreement and in the other Loan Documents this Amendment shall be true and correct on correct; (3) Since December 31, 2019, there has been no event, development or circumstance that has had or would reasonably be expected to have a Material Adverse Effect; and (4) Borrower shall have paid all fees and expenses due to the date hereof with Lenders, the same effect as though such representations Administrative Agent, the Issuing Bank and warranties had been made on the Arranger (including, but not limited to, reasonable attorneys’ fees of counsel to the Administrative Agent). (5) The Administrative Agent shall have received a certificate (the “2023 Second Lien Documents Certificate”), duly executed by a Responsible Officer of the Borrower and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and dated as of the specific dates or times referred Amendment Effective Date, in form and substance reasonably acceptable to thereinthe Administrative Agent, certifying that attached thereto are true, correct and complete copies of (i) the duly executed Note Purchase and Exchange Agreement and (ii) the forms of the 2023 Notes, the Second Lien Indenture and the Intercreditor Agreement that will be entered into on the Second Lien Debt Issuance Date. The Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that the Note Purchase and Exchange Agreement has been entered into and is effective. (6) Availability shall not be less than $5,000,000. (b) Without limiting the generality of the provisions of Sections 6.01 and 6.02 of the Credit Agreement, for purposes of determining compliance with the conditions specified in Section 4(a), the Loan Parties shall have performed each Lender that has signed this Amendment (and complied with all covenants its permitted successors and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties assigns) shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance or acceptable or satisfactory to a Lender unless the Agent. The Administrative Agent shall have received counterparts of this Waiver and Amendment duly executed by the Loan Parties, the Agent, and the Required Banks. There shall be delivered written notice from such Lender prior to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:proposed Amendment Effective Date specifying its objection thereto.

Conditions of Effectiveness. The effectiveness of Section 2 of this Waiver and Amendment is expressly conditioned upon the occurrence and completion of all shall be subject to Agent’s receipt of the followingfollowing documents, in form and substance satisfactory to Agent, or, as applicable, the following conditions being met: (a) this Amendment, executed by Agent, each Lender and Borrower; (b) a duly executed certificate of an officer of Borrower certifying and attaching copies of (A) the certificate of incorporation, certified as of a recent date by the jurisdiction of organization of Borrower and as in effect as of the Third Amendment Effective Date; (B) the bylaws of Borrower, as in effect as of the Third Amendment Effective Date; (C) resolutions of Borrower’s board of directors evidencing approval of this Amendment, as such resolutions remain in full force and effect as of the Third Amendment Effective Date; and (D) (c) a schedule setting forth the name, title and specimen signature of officers or other authorized signers on behalf of Borrower; (d) a certificate of good standing for Borrower from its jurisdiction of organization and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified could have a Material Adverse Effect; (e) on the Third Amendment Effective Date, after giving effect to the amendment of the Existing Loan Agreement contemplated hereby: The (i) the representations and warranties of the Loan Parties contained in Section 6 of the Credit Agreement and in the other Loan Documents shall be true and correct on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties 4 shall be true and correct on and as of the specific dates or times referred to therein), the Loan Parties shall have performed Third Amendment Effective Date as though made on and complied with all covenants as of such date; and conditions thereof, and (ii) there exists no Event of Default or Potential Default under event that with the Credit Agreement passage of time would result in an Event of Default; and (f) Borrower shall have occurred paid (i) all invoiced costs and be continuing or shall exist, except as expressly waived by this Waiver expenses then due in accordance with Section 5(e) and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of (ii) all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all other fees, costs expenses and disbursements expenses, if any, due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Third Amendment shall be in form an substance satisfactory to the Agent. The Agent shall have received counterparts of this Waiver and Amendment duly executed by Effective Date under the Loan Parties, the Agent, and the Required Banks. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:Agreement.

Conditions of Effectiveness. The effectiveness This Amendment shall become effective on the first date (the “Amendment No. 1 Effective Date”) on which: (a) the Noteholders (or their counsel) shall have received from the Company and each Noteholder a counterpart of this Waiver Amendment executed and Amendment is expressly conditioned upon delivered on behalf of such party; (b) the occurrence and completion of all Noteholders shall have received a certificate signed by a Responsible Officer of the following: The Company certifying that the conditions specified in clauses (c) and (d) of this Section 3 have been satisfied as of the Amendment No. 1 Effective Date; (c) the representations and warranties of the Loan Parties contained in Section 6 5 of the Credit Note Agreement and in the other Loan Financing Documents shall be true and correct in all material respects on and as of the date hereof with the same effect Amendment No. 1 Effective Date as though such representations and warranties had been if made on and as of such date (except or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date); provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or Material Adverse Effect in the text thereof, in which relate solely to an earlier date or time, which case such qualified representations and warranties shall be true and correct on and as of the specific dates in all respects; (d) no Default or times referred to therein), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing on and as of the Amendment No. 1 Effective Date or immediately after giving effect to this Amendment; (e) the Noteholders shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to have received fully executed copies of (i) the Agent of this Waiver and Credit Agreement Amendment, (ii) an amendment (the Loan Parties shall be deemed “Prudential Amendment) to have certified that certain Amended and Restated Note Purchase and Private Shelf Agreement, dated as of July 25, 2012, by and among the accuracy of all Company, PGIM, Inc. and each of the matters purchasers party thereto in this Section F.1; Receipt by the Agent on behalf respect of $150,000,000 principal amount of the Banks of all feesCompany’s 4.40% Series ▇-▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇, costs expenses ▇▇▇▇ (▇▇ amended and disbursements due supplemented, and payable in effect on the date hereof)], and (iii) an amendment (the “2012 MetLife Amendment) to the Agent that certain Amended and any Bank Restated Note Purchase and Private Shelf Agreement, dated as of July 25, 2012, by and among the Company and each of the purchasers party thereto in respect of $100,000,000 principal amount of the Company’s 4.40% Series B-M Senior Notes due July 25, 2042 (as amended and supplemented, and in effect on the date hereof), in each case, dated the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an and substance reasonably satisfactory to the AgentRequired Holders; (f) the Company shall have paid, or caused to be paid, to each Noteholder an amendment fee equal to 0.05% of the aggregate principal amount of Notes held by such Noteholder as of the Amendment No. The Agent 1 Effective Date; and (g) the Noteholders shall have received counterparts of this Waiver and Amendment duly executed by the Loan Parties, the Agent, and the Required Banks. There shall all fees required to be delivered paid on or prior to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:Amendment No. 1 Effective Date.

Conditions of Effectiveness. The effectiveness of this Waiver and Sixth Amendment is expressly conditioned upon (including the occurrence and completion of all of the following: The representations and warranties of the Loan Parties amendments contained in Section 6 of 1 and the Credit Agreement and waiver contained in Section 2; provided that the other Loan Documents direction contained in Section 11 shall be true and correct become effective on the date hereof that the Collateral Agent shall have received a signed counterpart of this Sixth Amendment from the Borrower, Parent, the Consenting Lenders and the Administrative Agent) is subject to the satisfaction (or waiver) of the following conditions (the date of satisfaction (or waiver) of such conditions being referred to herein as the “Sixth Amendment Effective Date”): (a) this Sixth Amendment shall have been duly executed by, and the Administrative Agent shall have received a signed counterpart of this Sixth Amendment from, the Borrower, Parent, the Consenting Lenders and the Administrative Agent (which may include a copy transmitted by facsimile or other electronic method); (b) the Approved Sale Investor Equity Contribution Documents shall have been amended in form and substance reasonably satisfactory to the Consenting Lenders; (c) the Borrower shall have paid, or substantially concurrently with the same Sixth Amendment Effective Date shall pay (or cause to be paid), all reasonable and documented out-of-pocket fees, charges and disbursements due and payable under the Loan Documents (including, for the avoidance of doubt, under the amended Section 10.04(b) set forth in Section 1 hereto) on or prior to the Sixth Amendment Effective Date (including fees, charges and disbursements of counsel to the Administrative Agent, consisting of White & Case LLP, counsel to the Collateral Agent, consisting of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, and counsel to the Lenders, consisting of Milbank LLP and PedersoliGattai; and (d) after giving effect as though such representations to this Sixth Amendment and warranties had been made on and as the waiver set forth in Section 2, no Default or Event of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct Default is existing on and as of the specific dates or times referred to therein), Sixth Amendment Effective Date. The Administrative Agent (acting at the Loan Parties direction of the Consenting Lenders) shall have performed and complied notify the Collateral Agent in writing (with all covenants and conditions thereof, and no Event of Default or Potential Default under email by the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery Administrative Agent’s counsel to the Collateral Agent’s counsel being sufficient) of the occurrence of the Sixth Amendment Effective Date, which determination the Collateral Agent of this Waiver and Amendment, the Loan Parties shall be deemed entitled to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to the Agent. The Agent shall have received counterparts of this Waiver and Amendment duly executed by the Loan Parties, the Agent, and the Required Banks. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:conclusively rely on.

Conditions of Effectiveness. The effectiveness of this Waiver and Amendment is expressly conditioned upon the occurrence and completion of all of the following: The representations and warranties of the Loan Parties contained in Section 6 of the Credit Agreement and in the other Loan Documents shall be true and correct on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery subject to the Agent of this Waiver and Amendment, conditions precedent that (i) the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to the Agent. The Agent shall have received counterparts of this Waiver and Amendment duly executed by the Loan PartiesBorrower, the Lenders and the Agent and the Consent attached hereto duly executed by the Guarantors, (ii) amendments to the Note Agreements, the Receivables Purchase Documents and the lease agreements evidencing the Fleet Lease Transaction shall have been executed and delivered by the parties thereto and become effective, which amendments shall be in form and substance acceptable to the Agent and its counsel, (iii) subject to the amendment set forth in Section 1(f) hereof, the Borrower shall have paid to the Agent, for the ratable account of each Lender, an amendment fee in an amount equal to 0.625% of such Lender's Revolving Loan Commitment and Term Credit (each as calculated on the Second Amendment Effective Date), (iv) the Agent shall have received, for the ratable account of each Lender, the aggregate amount of unpaid interest on the relevant Obligations, accrued for the period from February 27, 2003 up to and including the Second Amendment Effective Date, including without limitation an amount equal to the excess of (A) the amount that would have been payable on the relevant Obligations as a result of the effectiveness, as of February 27, 2003, of the 0.50% increase in the Applicable Margin, Applicable Letter of Credit Fee and Applicable Revolving Loan Commitment Fee and the Required Banks. There shall be delivered to implementation of the Additional Spread, in each case pursuant hereto minus (B) the amount of interest actually paid thereon for such period and (v) the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each shall have received reimbursement in full of the Loan PartiesAgent's legal and other advisory fees and expenses it has heretofore incurred in connection with the preparation, certifying as appropriate as to:negotiation, execution and delivery of this Amendment and the transactions contemplated hereby.

Conditions of Effectiveness. The effectiveness of this Waiver and Amendment is expressly conditioned upon subject to the occurrence and completion conditions precedent that: (a) the Borrower shall have incurred, after the date hereof but on or before February 28, 2011, at least $400,000,000 in aggregate principal amount of all of the following: The representations and warranties of the Loan Parties contained in Indebtedness under Section 6 6.01(f) of the Credit Agreement and in the other Loan Documents shall be true and correct on Agreement, such Indebtedness having a maturity of no less than seven (7) years from the date hereof of issuance thereof (the “Specified Issuance”), (b) the Borrower shall have made a prepayment of the outstanding Tranche A Term Loans with the same effect as though such representations and warranties had been made on and as of such date net cash proceeds from the Specified Issuance (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all after deducting any fees, costs and expenses and disbursements due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment), including, without limitation, with such prepayment to be applied as follows: (i) up to the fees and expenses set forth in Section E first $400,000,000 of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment net cash proceeds from the Specified Issuance shall be in form an substance satisfactory applied to the Agent. The 2014 Tranche A Term Loans (ratably to the remaining principal installments of the 2014 Tranche A Term Loans) and (ii) any incremental net cash proceeds in excess of $400,000,000 from the Specified Issuance shall be applied first to such Class of Tranche A Term Loans as the Borrower may direct and, to the extent such Class of Term Loans has been repaid in full, thereafter to the other Class of Tranche A Term Loans (in each case ratably to the remaining principal installments of the Tranche A Term Loans being prepaid) and any remaining unapplied net cash proceeds after repayment in full of all Tranche A Term Loans may be retained by the Borrower, (c) the Administrative Agent shall have received counterparts of this Waiver and Amendment duly executed by the Loan PartiesBorrower, the Required Pro Rata Lenders and the Administrative Agent and the Consent and Reaffirmation attached hereto duly executed by the Subsidiary Guarantors, (d) the Administrative Agent shall have received for the account of each Lender that delivers its executed signature page hereto by such time as is requested by the Borrower and the Administrative Agent, an amendment fee equal to 0.25% of such Lender’s Revolving Commitment and the Required Banks. There shall be delivered amount of such Lender’s outstanding Tranche A Term Loans (after giving effect to the Agent prepayment described in the foregoing clause (b)(i) but, for the benefit avoidance of each Bank a certificate dated doubt, giving no effect to the effective date hereof prepayment described in the foregoing clause (b)(ii)) and signed by (e) the Secretary or an Assistant Secretary of each Borrower shall have paid, to the extent invoiced, all reasonable out-of-pocket fees and expenses of the Agents and their applicable affiliates (including reasonable attorneys’ fees and expenses) in connection with the preparation, negotiation and execution of this Amendment and the other Loan Parties, certifying as appropriate as to:Documents.

Conditions of Effectiveness. This First Amendment shall become effective as of the date (such date being referred to as the “First Amendment Effective Date”) when, and only when, each of the following conditions precedent shall have been satisfied: (a) The effectiveness Administrative Agent shall have received the following, each dated as of the First Amendment Effective Date (unless otherwise specified), and in such number of copies as the Administrative Agent shall have requested: (i) Fully executed counterparts of this Waiver First Amendment from the Borrower, each Lender, and Amendment is expressly conditioned upon the occurrence and completion of all Administrative Agent. (ii) Copies of the following: The representations and warranties articles or certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdictions of incorporation. (iii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing (i) the execution of the First Amendment and (ii) borrowings hereunder by the Borrower in an aggregate amount up to $450,000,000. (iv) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Parties contained Documents, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (v) A certificate, signed by the chief financial officer of the Borrower, stating that the conditions specified in Section 6 4.2(b) and (c) of the Credit Agreement and have been satisfied. (vi) A written opinion of the Borrower’s counsel, addressed to the Lenders substantially in the other Loan Documents form delivered at the initial closing of the Credit Agreement. (vii) Any Notes requested by a Lender pursuant to Section 2.11 of the Credit Agreement payable to the order of each such requesting Lender. (viii) Evidence satisfactory to the Administrative Agent of any required Governmental Approvals or consents regarding this First Amendment. (b) The Borrower shall be true have paid (i) to ▇▇▇▇▇ Fargo Securities, the Administrative Agent and correct BTMU, for their own respective accounts, on the date hereof with First Amendment Effective Date, the same effect as though such representations and warranties had been made on and as of such date fees required to be paid under the First Amendment Fee Letter, (except representations and warranties which relate solely ii) to an earlier date or timethe Administrative Agent, which representations and warranties shall be true and correct on and as the initial payment of the specific dates or times referred to therein)annual administrative fee described in the Administrative Fee Letter, (iii) all other fees and reasonable expenses of the Arrangers, the Loan Parties shall have performed Administrative Agent and complied the Lenders required to be paid on or prior to the First Amendment Effective Date (including reasonable fees and expenses of counsel to the Administrative Agent) in connection with this First Amendment and (iv) all covenants accrued and conditions thereof, unpaid fees and no Event of Default or Potential Default interest due under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank owing as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and First Amendment shall be in form an substance satisfactory to the Agent. The Agent shall have received counterparts of this Waiver and Amendment duly executed by the Loan Parties, the Agent, and the Required Banks. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:Effective Date.

Conditions of Effectiveness. The effectiveness Sections 9 and 24 of this Waiver and Amendment is expressly conditioned upon the occurrence and completion of all of the following: The representations and warranties of the Loan Parties contained in Section 6 of the Credit Agreement and in the other Loan Documents shall be true and correct on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), the Loan Parties shall have performed and complied with all covenants and conditions thereofArticle I, and no Event of Default or Potential Default under the Credit Agreement Article II, shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank become effective as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, when the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to the Agent. The Agent shall have received counterparts of this Waiver and Amendment duly executed by each of the Loan PartiesBorrower, the Guarantors, the Lenders and the Agent, and all other provisions of Article I shall become effective when, and if, on or before February 28, 1998, each of the Required Banks. There following conditions precedent shall be delivered to have been fulfilled (the "Amendment Effective Date"): (a) The Agent for the benefit of each Bank a certificate dated the effective date hereof and signed shall have received copies, certified by the Secretary or an Assistant Secretary of the Borrower to be correct, of all company action taken by the Borrower to authorize the issuance of the Subordinated Indebtedness and this Amendment and the transactions contemplated thereby and hereby together with (i) the certificate of formation and operating agreement of the Borrower and (ii) such other documents as the Agent shall reasonably require; (b) The Agent shall have received a certificate from a Financial Officer of the Borrower certifying as to the following: (i) that the Borrower has received the proceeds of the Subordinated Indebtedness and setting forth the aggregate amount of such Subordinated Indebtedness issued by the Borrower; (ii) that attached to such certificate are duly executed, true and correct copies of the indenture, the notes, the offering memorandum and all other documents executed in connection with the issuance of the Subordinated Indebtedness (the "Transaction Documents"); (iii) that each of the Loan Parties, Transaction Documents attached thereto is in full force and effect; (c) The Agent shall have received a Compliance Certificate from a Financial Officer of the Borrower as to the following: (i) certifying as appropriate to compliance with Section 7.11 of the Credit Agreement (the determination of compliance with such ratios to be calculated on a pro forma basis as to:if such Subordinated Indebtedness were incurred and proceeds thereof were so applied, in each case, at the beginning of such period) and (ii) certifying that immediately prior thereto and after giving effect to the incurrence of such Subordinated Indebtedness, no Default shall have occurred and be continuing; (d) The Agent shall have received an opinion of counsel to the Borrower in form and substance satisfactory to the Agent; (e) All of the conditions precedent set forth in Article II, Section 1 with respect to the Finance Formation shall have been fulfilled in accordance with the terms and conditions thereto; (f) The Agent shall be satisfied in all respects with the Transaction Documents, including, without limitation, the subordination provisions, and with respect to any guarantees issued by Borrower's Subsidiaries in connection therewith; (g) The fees and expenses of Special Counsel in connection with the preparation, negotiation and closing of this Amendment, and the effectiveness thereof, shall have been paid; and (h) The Agent shall have received such other documents as the Agent shall reasonably require.

Conditions of Effectiveness. The effectiveness Effective Date of this Waiver Agreement shall be the date on which all of the following conditions shall have been satisfied or waived by the Agent: (A) the Lenders shall have completed a due diligence investigation of the Transaction Parties in scope, and Amendment is expressly conditioned upon with results satisfactory to the occurrence Lenders, and nothing shall have come to the attention of the Lenders during the course of such due diligence investigation to lead them to believe (i) that any information provided by the Transaction Parties to any Lender was or has become misleading, incorrect or incomplete in any material respect, (ii) that, as of the Effective Date, the Transaction Parties would not have good and marketable title to all of the material assets reflected in the information provided by them to any Lender and (iii) that the financing contemplated hereby will have a Material Adverse Effect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Transaction Parties as they shall have requested; (B) all due diligence materials requested by the Lenders from the Borrower shall have been delivered to the Lenders and such due diligence materials shall be in form and substance satisfactory to the Lenders; (C) the Borrower has furnished to the Agent each of the following, all in form and substance satisfactory to the Agent: (i) this Agreement, duly executed by the Borrower; (ii) the Notes, duly executed by the Borrower in favor of each Lender; (iii) the Cross Agreement duly executed by Borrower and each Guarantor; (iv) a Dealership Guaranty and Subsidiary Holding Company Guaranty, duly executed by each Dealership and Subsidiary Holding Company, respectively, to the Agent; (v) the Borrower Security Agreement, a Dealership Security Agreement and a Subsidiary Holding Company Security Agreement executed by Borrower, each Dealership and each Subsidiary Holding Company to the Agent, and a Pledged Account Agreement executed by each Transaction Party, together with: (A) acknowledgment copies of proper financing statements (to be duly filed by the Agent on or before the day of the Initial Borrowing), under the Uniform Commercial Code of all jurisdictions that the Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Collateral Documents, covering the Collateral described in the Collateral Documents, (B) completed requests for information, dated on or before the date of the initial Borrowing, listing the financing statements referred to in clause (A) above and all other effective financing statements filed in the jurisdictions referred to in clause (A) above that name the relevant Loan Party as debtor, together with copies of such other financing statements, (C) evidence of the completion of all other recordings and filings of or with respect to each relevant Loan Party that the Agent may deem necessary or desirable in order to perfect and protect the Liens created thereby, (D) evidence of the following: The insurance required by the terms of the Loan Documents, (E) evidence that all other action that the Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Collateral Documents has been taken (including, without limitation, receipt of duly executed payoff letters, UCC-3 termination statements and landlords' and bailees' waiver and consent agreements). (vi) the Borrower Pledges, the Dealership Pledge and the Subsidiary Holding Company Pledge, executed by each of Borrower, each Dealership and each Subsidiary Holding Company, respectively, to the Agent (for the benefit of the Lenders) together, with (A) stock certificates evidencing the pledged Equity Interests referred to therein and undated stock powers executed in blank, and (B) acknowledgment copies of Uniform Commercial Code financing statements covering "Investment Property"; (vii) to the extent the Borrower, any Dealership or Subsidiary Holding Company has any Indebtedness other than Permitted Existing Indebtedness and Liens other than Permitted Existing Liens, pay-out letters, releases and UCC-3 Termination Statements, where applicable, from all third-party creditors releasing all Liens securing any such Indebtedness; (viii) Certificates of good standing for each Transaction Party from its jurisdiction of incorporation and each other jurisdiction where the nature of its business requires it to be qualified as a foreign corporation; (ix) a copy of a certificate of the Secretary of State of the jurisdiction of incorporation of each Transaction Party, dated reasonably near the date of the initial Borrowing, certifying (A) as to a true and correct copy of the certificate of incorporation (or other Charter Documents) of such Person and each amendment thereto on file in such Secretary's office and (B) that (1) such amendments are the only amendments to such Person's certificate of incorporation (or other Charter Documents) on file in such Secretary's office, (2) such Person has paid all franchise taxes to the date of such certificate and (C) such Person is duly incorporated and in good standing or presently subsisting under the laws of the State of the jurisdiction of its incorporation; (x) a Secretary's Certificate and a Solvency Certificate from each Transaction Party; (xi) a certificate, in form and substance satisfactory to the Lender, signed by the chief financial officer of the Borrower stating that as of the Effective Date, no Event of Default or Unmatured Default has occurred and is continuing, and the representations and warranties of the Loan Parties contained in Section 6 of the Credit Agreement and in the other Loan Documents shall be Borrower are true and correct with full force and effect as if made on the date hereof Effective Date; (xii) to the extent not included in the foregoing, the documents, instruments and agreements set forth on the closing list attached as Exhibit E hereto; (xiii) such consents, waivers or other documents as any Lender or its counsel may have reasonably requested; (xiv) favorable opinions of counsel for each Loan Party in form and substance satisfactory to the Agent; (xv) the loss payable endorsements referenced in Section 5.2 (G) shall have been delivered to the Agent; (xvi) the Agent shall be satisfied with the same effect as though such representations corporate and warranties had been made on legal structure and as capitalization of such date (except representations each Transaction Party, including the terms and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as conditions of the specific dates Charter Documents of each such Person and of each agreement or times referred instrument relating to therein), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default such structure or Potential Default under the Credit Agreement capitalization; (xvii) there shall have occurred and be continuing no Material Adverse Change since November 30, 2000; (xviii) There shall exist no action, suit, investigation, litigation or proceeding affecting any Transaction Party pending or threatened before any Governmental Authority or arbitrator that (i) could be reasonably likely to have a Material Adverse 44 Effect other than the matters described on Schedule 3.1 hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby; (xix) All material governmental and third party consents and approvals necessary in connection with the Loan Documents shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery have been obtained (without the imposition of any conditions that are not acceptable to the Agent of this Waiver Required Lenders) and Amendment, shall remain in effect; all applicable waiting periods in connection with the Loan Parties Documents or the consummation of the transactions contemplated thereby shall have expired without any action being taken by any competent authority, and no law or regulation shall be deemed to have certified applicable in the accuracy of all reasonable judgment of the matters Agent, in this Section F.1; Receipt each case that restrains, prevents or imposes materially adverse conditions upon the Loan Documents or the consummation of the transactions contemplated thereby or the rights of the Transaction Parties freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them; (xx) Borrower shall have paid a fee in the amount of $11,000,000.00 (the "Closing Fee") to the Lenders (which will be distributed among the Lenders pursuant to the terms of a separate agreement among the Lenders), and all other reasonable accrued fees of the Agent on behalf and the Lenders and all reasonable accrued expenses of the Banks Agent and the Lenders (including the reasonable accrued fees and expenses of all fees, costs expenses and disbursements due and payable counsel to the Agent and each Lender); (xxi) The Agent shall be satisfied with the amount, parties, terms and conditions and prospects for performance of all Acquisition Documents then in existence with respect to any Bank Pending Acquisition by the Borrower or any of its Subsidiaries which the Borrower reasonably expects, as of the date hereof and for all feeshereof, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, to consummate after the fees and expenses set forth in Section E day of this Waiver and Amendmentthe Effective Date; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment Agent shall be in form an substance satisfactory to the Agent. The Agent shall have received counterparts satisfied with all aspects of this Waiver and Amendment duly executed by the Loan Parties, the Agent, and the Required Banks. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:such Pending Acquisitions.

Conditions of Effectiveness. (a) The effectiveness Administrative Agent, the Issuing Bank and the Banks have relied upon the representations and warranties in this Amendment in agreeing to the amendments to the Agreement set forth herein and the amendments to the Agreement set forth herein are conditioned upon and subject to the accuracy of each and every representation and warranty of each of the Borrowers and the Parent made or referred to herein, and performance by each of the Borrowers and the Parent of its obligations to be performed under the Agreement on or before the date of this Waiver and Amendment is expressly (except to the extent amended herein). (b) The amendments to the Agreement set forth herein are further conditioned upon the occurrence Borrowers having paid all amendment fees and completion of expenses, and all accrued and unpaid legal fees and expenses referred to in Section 16 of the following: The representations and warranties of the Loan Parties contained in Section 6 of the Credit Agreement and in the other Loan Documents Section 7 hereof. (c) This Agreement shall be true and correct on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and effective as of the specific dates or times referred to therein)date first written above when the conditions in this Section 3 have been satisfied and when the Administrative Agent shall have received (i) this Amendment, executed by the Borrowers, the Loan Parties shall have performed Parent and complied with all covenants the Banks, (ii) resolutions of the Board of Directors of each of the Borrowers and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By Parent authorizing the execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt Amendment by the Borrowers and the Parent, (iii) that certain Pledge Agreement executed by Trico Marine International Holdings B.V. in favor or Administrative Agent on behalf of the Banks Lenders dated as of all feeseven date herewith, costs expenses and disbursements due (iv) that certain promissory note in the original principal amount of $24,574,141 executed by Trico Supply ASA and payable to the Agent and any Bank as order of the date hereof and for all feesTrico Marine International Holdings B.V., costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory endorsed "payable to the order of ▇▇▇▇▇ Fargo Bank Texas, National Association, as Administrative Agent. The Agent shall have received counterparts of this Waiver and Amendment duly executed by the Loan Parties, the Agent, and the Required Banks. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:."

Conditions of Effectiveness. The effectiveness of this Waiver and 2.1 This Amendment is expressly conditioned upon the occurrence and completion of all shall become effective as of the following: date (the “Effective Date”) when, and only when, each of the following conditions precedent shall have been satisfied: (a) The Administrative Agent shall have received an executed counterpart hereof from each of the Credit Parties and the Lenders party hereto (which Lenders shall constitute the Required Lenders). (b) The Administrative Agent shall have received a certificate, signed by the president, chief executive officer or chief financial officer of Crawford, dated the Effective Date and in form and substance reasonably satisfactory to the Administrative Agent, certifying that (i) all representations and warranties of the Loan Credit Parties contained in Section 6 of this Amendment, the Credit Agreement and in the other Loan Credit Documents qualified as to materiality shall be true and correct on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties those not so qualified shall be true and correct on and in all material respects, in each case as of the Effective Date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific dates date, in which case such representation or times referred to thereinwarranty shall be true and correct as of such date), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and ; (ii) no Default or Event of Default or Potential Default under the Credit Agreement shall have has occurred and is continuing; (iii) no Material Adverse Effect has occurred since December 31, 2014, and there exists no event, condition or state of facts that could reasonably be continuing or shall exist, except as expressly waived by this Waiver expected to result in a Material Adverse Effect; and Amendment. By execution and delivery (iv) all conditions to the Agent effectiveness of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all of the matters Amendment set forth in this Section F.1; Receipt 2.1 have been satisfied or waived as required hereunder. (c) Crawford shall have paid all fees set forth in the letter agreement executed by the Administrative Agent on behalf of the Banks of all fees, costs expenses or any Affiliate thereof and disbursements due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements Crawford in connection with this Waiver Amendment and Amendment, including, without limitation, all reasonable expenses of the Administrative Agent and its Affiliates required under Section 11.1 of the Credit Agreement invoiced on or prior to the Effective Date (including reasonable fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings counsel) in connection with this Amendment, the other Credit Documents and the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to the Agent. The Agent shall have received counterparts of this Waiver and Amendment duly executed by the Loan Parties, the Agent, and the Required Banks. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:hereby.

Conditions of Effectiveness. The effectiveness of this Waiver and This Amendment is expressly conditioned shall become effective upon the occurrence and completion satisfaction of all of the following: The following conditions precedent or waiver thereof by ▇▇▇▇▇▇▇▇▇ and in reliance on the representations and warranties set forth in Section 20 hereof (such date, the “Second Amendment Effective Date”): 17.1 Purchaser shall have received a copy of this Amendment duly executed and delivered by the Loan Parties Company, as issuer, certain of its Subsidiaries, as Guarantors, the Collateral Agent and Purchaser; 17.2 Purchaser shall have received a certification from each Note Party that the representations and warranties contained in Section 6 of this Amendment, in the Credit Existing Agreement and in the other Loan Note Documents shall be are true and correct in all material respects on and as of the date hereof with Second Amendment Effective Date to the same effect extent as though such representations and warranties had been made on and as of that date, except to the extent such date (except representations and warranties which specifically relate solely to an earlier date or timedate, in which case such representations and warranties shall be have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not apply to any representations and warranties to the specific dates extent already qualified or times referred modified by materiality or similar concept in the text thereof; 17.3 Both before and after giving effect to therein)this Amendment, the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Default or Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or continuing; 17.4 The Note Parties shall exist, except as expressly waived by this Waiver have paid all outstanding costs and Amendment. By execution expenses owed to Purchaser and delivery the Collateral Agent pursuant to Section 10.2 of the Existing Appendix to the Agent of this Waiver and Amendment, Existing Agreement; 17.5 Purchaser shall have received a Solvency Certificate from the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank Company dated as of the date hereof Second Amendment Effective Date and for all feesaddressed to Purchaser, costsand in form, expenses scope and disbursements in connection substance reasonably satisfactory to Purchaser, with this Waiver appropriate attachments and Amendment, including, without limitation, demonstrating that after giving effect to the fees and expenses set forth in Section E consummation of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver Amendment to be consummated on the Second Amendment Effective Date, the Company and its Subsidiaries each is and will be Solvent; 17.6 The Purchaser shall have received in respect of each Note Party (i) sufficient copies of each Organizational Document, in each case certified by an Authorized Officer of such Note Party as of the Second Amendment shall Effective Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of such Note Party executing this Amendment to which it is a party; (iii) resolutions of the Board of Directors of each Note Party approving and authorizing the execution, delivery and performance of this Amendment to which it is a party or by which it or its assets may be bound as of the Second Amendment Effective Date, certified as of the Second Amendment Effective Date by an appropriate Authorized Officer as being in form an substance satisfactory full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of such Note Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Agent. The Second Amendment Effective Date; and (v) such other documents as the Purchaser may reasonably request; and 17.7 Purchaser and the Collateral Agent shall have received counterparts of all other information with respect to this Waiver and Amendment duly executed by the Loan PartiesAmendment, the Existing Agreement or any other Note Documents as reasonably requested by Purchaser or the Collateral Agent, and the Required Banks. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:respectively.

Conditions of Effectiveness. (a) The effectiveness of Section 2 of this Waiver and Amendment is expressly conditioned upon shall be subject to the occurrence and completion satisfaction of all each of the following: following conditions precedent: (i) The Administrative Agent shall have received from the Borrower and each of the Lenders a duly executed original (or, if elected by the Administrative Agent, an executed facsimile copy) of this Amendment. (ii) The Administrative Agent shall have received the consent, in form and substance satisfactory to the Administrative Agent, of each Guarantor in its capacity as such to the execution and delivery hereof by the Borrower. (iii) The Administrative Agent shall have received evidence of payment by the Borrower of (A) the accrued and unpaid commitment fee payable under Section 2.08(a) of the Credit Agreement, payable to the Lenders, based upon their respective Pro Rata Shares as existing immediately prior to the Effective Date, and (B) all other fees, costs and expenses due and payable as of the Effective Date hereunder and under the Credit Agreement, including any fees arising under or referenced in Section 5 of this Amendment and any costs and expenses payable under Section 6(g) of this Amendment (including the Administrative Agent's Attorney Costs, to the extent invoiced on or prior to the Effective Date). (iv) The Administrative Agent shall have received from the Borrower and the Guarantors, in form and substance satisfactory to the Administrative Agent, a copy of the resolutions passed by the board of directors of such Persons, certified as of the Effective Date by the Secretary or an Assistant Secretary of such Persons, authorizing the execution, delivery and performance of the Amendment Documents to which they are party. (v) The Administrative Agent shall have received all other documents it or the Required Lenders may reasonably request relating to any matters relevant hereto, all in form and substance satisfactory to the Administrative Agent. (vi) The representations and warranties of the Loan Parties contained in Section 6 3 of the Credit Agreement and in the other Loan Documents shall be true and correct on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties this Amendment shall be true and correct on and as of the specific dates or times referred to thereinEffective Date with the same effect as if made on and as of the Effective Date. (vii) The Administrative Agent shall have received from Washington Mutual Bank (the "Assignor"), for the Loan Parties shall have performed and complied with all covenants and conditions thereofaccount of each Lender identified in Schedule 2.01 attached hereto (the "Assignees"), and no Event an assignment fee of Default or Potential Default under 0.10% (10 b.p.) times the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery Assignor's Commitment in effect immediately prior to the Agent Effective Date, to be distributed pro rata in proportion to the respective Commitment of each Assignee as of the Effective Date. (b) For purposes of determining compliance with the conditions specified in Section 4(a), each Lender that has executed this Waiver and Amendment, the Loan Parties Amendment shall be deemed to have certified consented to, approved or accepted, or to be satisfied with, each document or other matter either sent, or made available for inspection, by the accuracy of Administrative Agent to such Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to such Lender. (c) From and after the Effective Date, the Credit Agreement and the Guaranty are amended as set forth herein. Except as expressly amended pursuant hereto, the Credit Agreement and the Guaranty shall each remain unchanged and in full force and effect and is hereby ratified and confirmed in all respects. (d) The Administrative Agent will notify the Borrower and the Lenders of the matters in this Section F.1; Receipt by the Agent on behalf occurrence of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to the Agent. The Agent shall have received counterparts of this Waiver and Amendment duly executed by the Loan Parties, the Agent, and the Required Banks. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:Effective Date.

Conditions of Effectiveness. (a) Conditions Precedent to Closing Date. No Lender shall be required or obligated on the Closing Date to make any Advance, and no Issuing Bank shall be required or obligated to make L/C Credit Extensions, in each case until the first Business Day on which the following conditions precedent have been satisfied (or waived, as evidenced by an “effective date” notice to the Borrower from each Issuing Bank and the Administrative Agent), as determined by each Lender and each such Issuing Bank (provided that if the Closing Date does not occur on or before May 31, 2006, the Commitments of the Lender Parties shall terminate on such date): (i) The effectiveness of this Waiver and Amendment is expressly conditioned upon the occurrence and completion of all Administrative Agent’s receipt of the following: The representations and warranties , each of which shall be originals or facsimiles (followed promptly by originals) (unless otherwise specified), each properly executed by a Responsible Officer of the Loan Borrower, each dated the date of the Initial Borrowing (the “Closing Date”) (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Lender Parties contained (unless otherwise specified) and in sufficient copies for each Agent and the Borrower (unless otherwise specified): (a) five (5) executed counterparts of this Agreement; 61 AESC Amended and Restated Credit Agreement (b) to the extent requested, duly executed Notes of the Borrower for the account of each Lender that has so requested complying with the provisions of Section 2.14; (c) a security agreement in substantially the form of Exhibit D hereto (the “Security Agreement”), duly executed by the Borrower, together with: (i) proper financing statements, duly completed for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or reasonably desirable in order to perfect and protect the liens and security interests created under the Collateral Documents in favor of the Secured Parties, covering the Collateral described in the Collateral Documents; (ii) results of lien searches, dated on or no earlier than 45 days before the Closing Date, for existing financing statements filed in the jurisdictions referred to in Section 6 3.01(a)(iii)(A) that name the Borrower as debtor, together with copies of all such financing statements; and (iii) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect and protect the Liens and security interests in favor of the Secured Parties created under the Security Agreement and the Account Control Agreements (both before and after giving effect to the Closing Date Transactions), other than the Other Perfection Requirements, has been taken; (d) an amendment to each Amended and Restated Mortgage (in recordable form and otherwise in form and substance satisfactory to the Administrative Agent) (collectively, the “Amendments”), duly executed and delivered by the Borrower, so as to create or ensure the continued effectiveness of the Liens created thereby, all as determined by the Administrative Agent and its counsel, together with: (i) confirmation from Chicago Title Insurance Company or such other title insurers acceptable to the Administrative Agent recording the Amendments that duly executed counterparts of such Amendments that are sufficient for recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create or continue valid and subsisting Liens on the property described therein in favor of the Collateral Agent for the benefit of the Secured Parties have been delivered to Chicago Title Insurance Company or such other title insurer, and evidence reasonably satisfactory to the Administrative Agent that all filing and recording taxes and fees have been paid; (ii) a fully paid “date down” endorsement to each Mortgage Policy for the properties encumbered by the Amended and Restated Mortgages, as amended 62 AESC Amended and Restated Credit Agreement by the Amendments, in form and substance acceptable to the Administrative Agent, dated the Closing Date and issued by Chicago Title Insurance Company, which (1) states, among other things, that since the effective date of the applicable Mortgage Policy, there have been no changes in the state of title, including no new Liens that do not constitute Permitted Encumbrances (as defined in the applicable Amended and Restated Mortgage, as amended by the Amendment thereto) and (2) shall reduce the liability amounts under the Mortgage Policies to an amount equal to $500,000,000 in the aggregate, which amount shall be allocated among the Mortgage Policies as determined by the Administrative Agent. (iii) at the Administrative Agent’s option, affidavits of the Borrower, dated as of the Closing Date, certifying to the Administrative Agent, the Collateral Agent, the Lender Parties and the title insurance company recording the Amendments that there have been no changes, replacements or additions to the improvements on the properties described in the Amended and Restated Mortgages as amended by the Amendments, which encroach upon the property or rights of others, which violate any setback or other zoning requirements or which violate any agreements of the Borrower, and otherwise in form and substance satisfactory to the Administrative Agent; and (iv) evidence that all action (including payment by the Borrower of all title search expenses, title insurance premiums, recording fees, mortgage recording taxes and like taxes) that the Administrative Agent may deem necessary or desirable in order to preserve, perfect and protect the liens and security interests created under the Collateral Documents (other than the Other Perfection Requirements) securing all Obligations of the Borrower under the Financing Documents have been taken; (e) a Deposit Account Control Agreement in substantially the form of Exhibit H hereto (as amended, the “PNC Control Agreement”), duly executed by the Borrower and PNC Bank, National Association; (f) certified copies of resolutions of the board of directors of the Borrower approving the Transactions and the execution, delivery and performance of each Financing Document to which the Borrower 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 and each Financing Document to which the Borrower is or is to be a party; (g) copies of a certificate of the Secretary of State of Delaware, certifying (A) as to a true and correct copy of the certificate of formation of the Borrower and each amendment thereto on file in such Secretary’s office and (B) that (1) such amendments are the only amendments to such certificate on file in such Secretary’s office, (2) the Borrower has paid all franchise taxes to the date of such certificate and (3) the Borrower is duly formed and in good standing or presently subsisting under the laws of the State of Delaware; 63 AESC Amended and Restated Credit Agreement (h) copies of a certificate of the Secretary of State of each jurisdiction (other Loan Documents than the jurisdiction of its formation) set forth in Schedule 3.01(a) which shall be each jurisdiction where the Borrower conducts a material portion of its business stating that the Borrower is duly qualified to do business and in good standing as a foreign corporation in such State and has filed all annual reports required to be filed to the date of such certificate, as applicable; (i) a certificate signed on behalf of the Borrower by its secretary or any assistant secretary (the statements made in which certificate shall be true and correct on the date hereof with the same effect as though such representations and warranties had been made on and as of the Closing Date), certifying (A) as to a true and correct copy of the Constituent Documents of the Borrower as of the Closing Date and each amendment to its Constituent Documents, if any, from the date on which the resolutions referred to in Section 3.01(a)(vi) were adopted to the Closing Date, (B) the absence of any proceeding for the dissolution or liquidation of the Borrower and (C) the names and true signatures of the officers of the Borrower authorized to sign each Financing Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder; (j) forecasts prepared by management of the Borrower of balance sheets, income statements and cash flow statements of the Borrower reasonably acceptable to the Administrative Agent on a consolidated basis for each fiscal quarter commencing with the fiscal quarter ending March 31, 2006 through the fiscal quarter ending December 31, 2010; (k) legal opinions of appropriate counsel for the Borrower, as to such date matters as any Lender may reasonably request; (except l) a legal opinion of Shearman & Sterling LLP, counsel to the Administrative Agent, as to such matters as the Administrative Agent may reasonably request; (m) certificates signed by a Responsible Officer of the Borrower to the effect that (A) the representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be contained in Article IV are true and correct on and as of the specific dates or times referred Closing Date as though made on and as of such date both immediately before and immediately after giving effect to thereinthe consummation of that portion of the Transactions being effected on the Closing Date (the “Closing Date Transactions”), the Loan Parties shall have performed ; and complied with all covenants and conditions thereof, and (B) no Event of Default or Potential Default under the Credit Agreement shall have has occurred and be is continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to would result from the Agent of this Waiver and Amendment, Initial Borrowing or would result from the Loan Parties shall be deemed to have certified the accuracy of all consummation of the matters in this Section F.1Closing Date Transactions; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to the Agent. The Agent shall have received counterparts of this Waiver and Amendment duly executed by the Loan Parties, the Agent, and the Required Banks. There shall be delivered to the Agent and (n) audited Consolidated financial statements for the benefit of each Bank a certificate dated Borrower and its Subsidiaries for the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Partiesfiscal year ending December 31, certifying as appropriate as to:2005.

Conditions of Effectiveness. The effectiveness of this Waiver and Amendment is expressly conditioned upon subject to the occurrence conditions precedent that: (a) The Agent shall have received counterparts of this Amendment duly executed by the Borrower, each of the Lenders, each of the Incremental Lenders and completion the Agent. (b) The Agent shall have received counterparts of the Consent and Reaffirmation substantially in the form attached as Exhibit A hereto duly executed by each Loan Party. (c) The Agent shall have received copies of each Loan Party’s Governing Documents, as amended, modified, or supplemented prior to the Amendment No. 2 Effective Date, certified by the Secretary or other authorized officer of such Loan Party; provided, however, that such certificate may certify that the Governing Documents of such Loan Party have not changed since delivered to the Agent on the Closing Date or Amendment No. 1 Effective Date, as applicable. (d) The Agent shall have received a solvency certificate from the Chief Financial Officer of the Borrower, in form and substance satisfactory to the Agent, certifying to solvency as required pursuant to the Credit Agreement, as amended by this Amendment. (e) The Agent shall have received a letter, in form and substance satisfactory to the Agent, from the Revolving Agent respecting the amount necessary to repay in full all of the obligations of the Loan Parties owing under the Revolving Credit Agreement and obtain a release of all of the followingLiens existing in favor of the Revolving Agent in and to the assets of the Loan Parties, together with termination statements and other documentation evidencing the termination by the Revolving Agent of its Liens in and to the properties and assets of the Loan Parties. (f) The Agent shall have received an opinion of the Loan Parties’ counsel in form and substance satisfactory to the Agent in each of the following jurisdictions: Delaware; New York; Pennsylvania; and Canada. (g) To the extent applicable, the Agent shall have received a certificate of status with respect to the Borrower, dated within thirty (30) days of the Amendment No. 2 Effective Date, such certificate shall (i) be issued by the appropriate officer of the Borrower’s jurisdiction of organization, and (ii) indicate that the Borrower is in good standing in such jurisdiction. (h) The Loan Parties shall have paid all Lender Group Expenses outstanding and/or incurred in connection with the transactions evidenced by this Amendment and requested by Agent to be paid. (i) The representations and warranties of the Loan Parties contained in Section 6 the Agreement or in each of the Credit Agreement and in the other Loan Documents shall be Document are true and correct on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates Amendment No. 2 Effective Date. (j) No default or times referred to therein), event of default under the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement Documents shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to result from the Agent making of this Waiver and Amendment, the Incremental Term Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to the Agent. The Agent shall have received counterparts of this Waiver and Amendment duly executed by the Loan Parties, the Agent, and the Required Banks. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:Incremental Lenders.

Conditions of Effectiveness. The effectiveness This Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which, and only if, each of the following conditions precedent shall have been satisfied: (a) Except as otherwise set forth in the letter agreement dated as of the date hereof among the Borrowers and the Administrative Agent (the “Amendment Post-Closing Letter Agreement”), the Administrative Agent shall have received on or before the date hereof, each dated such day (unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and (except for the items specified in clauses (iii) and (iv) below) in sufficient copies for each Lender: (i) Counterparts of this Waiver Amendment executed by the Borrowers and each Lender or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment. (ii) The consent attached hereto (the “Consent”) executed by each of the Guarantors. (iii) A Note payable to each Lender requesting the same in a principal amount equal to such Lender’s respective Commitment as of the Amendment Effective Date. (iv) Completed requests for information, dated on or before the date hereof, listing all effective financing statements (or equivalent filings) filed in the jurisdictions that the Administrative Agent may deem necessary or desirable that name any Loan Party as debtor, together with copies of such other financing statements, and evidence that all other actions that the Administrative Agent may deem reasonably necessary or desirable have been taken (including, without limitation, receipt of duly executed payoff letters and UCC termination statements (or equivalent filings)). (v) Certified copies of the resolutions of the Board of Directors (or equivalent body), general partner or managing member, as applicable, of each Loan Party and of each general partner or managing member (if any) of each Loan Party approving the transactions contemplated by this Amendment, 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. (vi) A copy of a certificate of the Secretary of State (or equivalent authority (if any)) of the jurisdiction of incorporation, organization or formation of each Loan Party and of each general partner or managing member (if any) of each Loan Party, dated reasonably near the Closing Date, certifying, if and to the extent such certification is expressly conditioned generally available for entities of the type of such Loan Party, (A) as to a true and complete copy of the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Loan Party, general partner or managing member, as the case may be, and each amendment thereto on file in such Secretary’s office and (B) that (1) such amendments are the only amendments to the charter, certificate of limited partnership, limited liability company agreement or other organizational document, as applicable, of such Loan Party, general partner or managing member, as the case may be, on file in such Secretary’s office and (2) to the extent available, such Loan Party, general partner or managing member, as the case may be, has paid all franchise taxes to the date of such certificate and (C) such Loan Party, general partner or managing member, as the case may be, is duly incorporated, organized or formed and in good standing (if a concept of good standing exists under the laws of the jurisdiction of the incorporation, organization or formation of such Loan Party) or presently subsisting under the laws of the jurisdiction of its incorporation, organization or formation. (vii) A copy of a certificate of the Secretary of State (or equivalent authority (if any)) of each jurisdiction in which any Loan Party or any general partner or managing member of a Loan Party owns or leases property or in which the conduct of its business requires it to qualify or be licensed as a foreign corporation except where the failure to so qualify or be licensed would not be reasonably likely to have a Material Adverse Effect, dated reasonably near (but prior to) the Amendment Effective Date, stating, with respect to each such Loan Party, general partner or managing member, that such Loan Party, general partner or managing member, as the case may be, is duly qualified and in good standing (if a concept of good standing exists under the laws of the jurisdiction of the incorporation, organization or formation of such Loan Party) as a foreign corporation, limited partnership or limited liability company in such State and has filed all annual reports required to be filed to the date of such certificate. (viii) A certificate of each Loan Party and of each general partner or managing member (if any) of each Loan Party, signed on behalf of such Loan Party, general partner or managing member, as applicable, by its President, a Vice President and its Secretary or any Assistant Secretary or, with respect to Loan Parties that are Foreign Subsidiaries, any authorized signatory (or those of its general partner or managing member, if applicable), dated the Amendment Effective Date (the statements made in which certificate shall be true on and as of the date hereof), certifying as to (A) the absence of any amendments to the constitutive documents of such Loan Party, general partner or managing member, as applicable, since the date of the certificate referred to in Section 4(a)(vi), (B) a true and complete copy of the bylaws, memorandum and articles of association, operating agreement, partnership agreement or other governing document of such Loan Party, general partner or managing member, as applicable, as in effect on the date on which the resolutions referred to in Section 4(a)(v) were adopted and on the date hereof, (C) the due incorporation, organization or formation and good standing (if a concept of good standing exists under the laws of the jurisdiction of the incorporation, organization or formation of such Loan Party) or valid existence of such Loan Party, general partner or managing member, as applicable, as a corporation, limited liability company or partnership organized under the laws of the jurisdiction of its incorporation, organization or formation and the absence of any proceeding for the dissolution or liquidation of such Loan Party, general partner or managing member, as applicable, (D) the accuracy in all material respects of the representations and warranties contained in the Loan Documents as though made on and as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which such representations and warranties shall be true and correct in all material respects on or as of such earlier date) and (E) the absence of any event occurring and continuing, or resulting from the Borrowings, if any, as of the date hereof, that constitutes a Default. (ix) A certificate of the Secretary or an Assistant Secretary of each Loan Party or, with respect to Loan Parties that are Foreign Subsidiaries, any authorized signatory (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 or other authorized signatories of such Loan Party, or of the general partner or managing member of such Loan Party, authorized to sign each Loan Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder. (x) The audited Consolidated annual financial statements for the year ending December 31, 2012 of the Parent Guarantor and interim financial statements dated the end of the most recent fiscal quarter for which financial statements are available (or, in the event the Lenders’ due diligence review reveals material changes since such financial statements, as of a later date within 45 days of the day hereof). (xi) An opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties, in form and substance satisfactory to the Administrative Agent. (xii) An opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties, relating to the Initial French Borrower, in form and substance satisfactory to the Administrative Agent. (xiii) An opinion of ▇▇▇▇▇▇▇ LLP, Maryland counsel for the Loan Parties, in form and substance satisfactory to the Administrative Agent. (xiv) An opinion of TSMP Law Corporation, Singapore counsel for the Loan Parties, in form and substance satisfactory to the Administrative Agent. (xv) An opinion of ▇▇▇▇▇▇▇ ▇▇▇, Solicitors, Ireland counsel for the Loan Parties, in form and substance satisfactory to the Administrative Agent. (xvi) An opinion of Loyens & Loeff, Avocats à la Cour, Luxembourg and Dutch counsel for the Loan Parties, in form and substance satisfactory to the Administrative Agent. (xvii) An opinion of Shearman & Sterling LLP, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (xviii) One or more Notices of Borrowing, each dated not later than the applicable Notice of Borrowing Deadline and specifying the date hereof as the date of the proposed Borrowing or Borrowings. (xix) An Unencumbered Assets Certificate prepared on a pro forma basis to account for any acquisitions, dispositions or reclassifications of Assets, and the incurrence or repayment of any Debt for Borrowed Money relating to such Assets, that have occurred since June 30, 2013. (xx) The Amendment Post-Closing Letter Agreement executed by the Borrowers, in form and substance satisfactory to the Administrative Agent. (xxi) A letter from the Initial Process Agent addressed to the Administrative Agent confirming its agreement to act as the Initial Process Agent for the purposes of Section 9.12(c) of the Existing Term Loan Agreement. (b) The Lenders shall be satisfied with any change to the corporate and legal structure of any Loan Party or any Subsidiary thereof occurring after December 31, 2012, including any changes to the terms and conditions of the charter and bylaws, memorandum and articles of association, operating agreement, partnership agreement or other governing document of any Loan Party occurring after December 31, 2012. (c) Before and after giving effect to the transactions contemplated by this Amendment, there shall have occurred no material adverse change in the business or financial condition of the Parent Guarantor and its Subsidiaries taken as a whole since December 31, 2012. (d) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby and hereby. (e) All material 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 that restrains, prevents or imposes materially adverse conditions upon the occurrence and completion of all of transactions contemplated by this Amendment or the following: other Loan Documents. (f) The representations and warranties set forth in each of the Loan Parties contained in Section 6 of the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date hereof with the same Amendment Effective Date, before and after giving effect to this Amendment, as though such representations and warranties had been made on and as of such date (except representations for any such representation and warranties warranty that, by its terms, refers to a specific date other than the Amendment Effective Date, in which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and case as of the such specific dates or times referred to thereindate), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement . (g) No event shall have occurred and be continuing continuing, or shall existresult from the effectiveness of this Amendment, except as expressly waived by this Waiver and Amendment. By execution and delivery that constitutes a Default or an Event of Default. (h) The Borrowers shall have paid to the Administrative Agent, for the ratable account of those Lenders under the Existing Term Loan Agreement as in effect prior to the date hereof which consent to this Amendment on or prior to the Amendment Effective Date, an amendment fee in an amount equal to 0.15% of such consenting Lender’s Commitment outstanding (including, for the avoidance of doubt, any funded Commitment) immediately prior to the Amendment Effective Date. (i) All of the accrued fees of the Administrative Agent and the Lenders and all reasonable expenses of the Administrative Agent (including the reasonable fees and expenses of counsel for the Administrative Agent) due and payable on the Amendment Effective Date shall have been paid in full. The effectiveness of this Waiver and Amendment, the Loan Parties shall be deemed to have certified Amendment is conditioned upon the accuracy of all the factual matters described herein. This Amendment is subject to the provisions of Section 9.01 of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to the Agent. The Agent shall have received counterparts of this Waiver and Amendment duly executed by the Existing Term Loan Parties, the Agent, and the Required Banks. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:Agreement.

Conditions of Effectiveness. The effectiveness amendments to the Credit Agreement set forth in Section 2 of this Waiver and Second Amendment is expressly conditioned upon shall be effective on the occurrence and completion Second Amendment Effective Date, provided that the Administrative Agent shall have received the following: (a) a counterpart of all this Second Amendment executed by each of the following: The representations parties hereto (which may be by telecopy transmission); (b) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer as the Administrative Agent may reasonably require to establish the identities of and warranties verify the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Second Amendment; (c) a certificate from the appropriate governmental authority in the Borrower’s state of organization evidencing that the Borrower is in good standing, and a certificate of a Responsible Officer certifying that no amendments have been made to the Borrower’s Organization Documents since January 24, 2003, or if such amendments have been made, certifying a copy of such amendments; (d) a certificate of a Responsible Officer certifying that there has been no event or circumstance since the date of the Loan Parties contained in financial statements dated as of December 31, 2003 delivered pursuant to Section 6 6.01(a) of the Credit Agreement and in which has or could reasonably be expected to have a Material Adverse Effect; (e) an opinion of counsel to the other Loan Documents shall be true and correct on the date hereof Borrower with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely respect to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall existas amended, except substantially in the form attached as expressly waived by this Waiver and Amendment. By execution and delivery Exhibit E to the Agent Credit Agreement; (f) evidence that the commitments under the Amended and Restated 364-Day Credit Agreement, dated as of this Waiver January 24, 2003, by and Amendmentamong the Borrower, the Loan Parties shall be deemed Administrative Agent, the Existing Lenders, and the other agents named therein, as amended by that certain First Amendment to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses Amended and disbursements due and payable to the Agent and any Bank Restated 364-Day Credit Agreement dated as of January 12, 2004, have been, or concurrently with the date hereof Second Amendment Effective Date are being, terminated, and for that the Borrower has repaid all fees, costs, expenses amounts owed thereunder upon such termination; (g) all arrangement and disbursements in connection with this Waiver and Amendment, including, without limitation, the upfront fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection the Arranger required to be paid by the Borrower concurrently with the transactions contemplated by this Waiver and Second Amendment shall be in form an substance satisfactory to Effective Date; and (h) such other assurances, certificates, documents, consents or opinions as the Administrative Agent. The Agent shall have received counterparts of this Waiver and Amendment duly executed by the Loan Parties, the AgentL/C Issuer, and or the Required Banks. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof Lenders reasonably may require and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:timely request.

Conditions of Effectiveness. This Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which, and only if, each of the following conditions precedent shall have been satisfied: (a) The effectiveness Administrative Agent shall have received (i) counterparts of this Waiver Amendment executed by the Borrower, the Administrative Agent and Amendment is expressly conditioned upon all consenting Lenders (including, at a minimum, those Lenders comprising Required Lenders) or, as to any of such Lenders, advice satisfactory to the occurrence Administrative Agent that such Lender has executed this Amendment, and completion of all (ii) the consent attached hereto (the “Consent”) executed by each of the following: Guarantors. (b) The representations and warranties set forth in each of the Loan Parties contained in Section 6 of the Credit Agreement and in the other Loan Documents shall be true correct in all material respects on and correct on as of the date hereof with the same Amendment Effective Date, before and after giving effect to this Amendment, as though such representations and warranties had been made on and as of such date (except representations for any such representation and warranties warranty that, by its terms, refers to a specific date other than the Amendment Effective Date, in which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and case as of the such specific dates or times referred to thereindate), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement . (c) No event shall have occurred and be continuing continuing, or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to result from the Agent effectiveness of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy that constitutes a Default. (d) All of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth of the Administrative Agent (including the reasonable fees and expenses of counsel for the Administrative Agent) due and payable on the Amendment Effective Date shall have been paid in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to the Agent. full. (e) The Administrative Agent shall have received counterparts payment in full of this Waiver an amendment fee equal to 0.05% of the sum of the Commitments of those Lenders that have executed and Amendment duly executed by the Loan Parties, the Agent, and the Required Banks. There shall be delivered to the Administrative Agent a signature page to this Amendment prior to 5:00 p.m. New York time on June 28, 2010, which fee shall be for the ratable benefit of each Bank a certificate dated such Lenders. The effectiveness of this Amendment is conditioned upon the effective date hereof and signed by the Secretary or an Assistant Secretary of each accuracy of the Loan Parties, certifying as appropriate as to:factual matters described herein. This Amendment is subject to the provisions of Section 9.01 of the Credit Agreement.

Conditions of Effectiveness. The effectiveness of this Waiver and This Amendment is expressly conditioned upon the occurrence and completion of all shall become effective as of the following: The date (the “Third Amendment Effective Date”) on which the following conditions shall have been satisfied (or waived): (a) the Administrative Agent (or its counsel) shall have received counterparts to this Amendment, duly executed by (i) Parent, the Borrower and the other Loan Parties, and (ii) Consenting Lenders constituting the Required Lenders under, and as defined in, the Credit Agreement (as determined as of the Third Amendment Effective Date, immediately prior to giving effect to this Amendment), in each case prior to 3:00 p.m., New York City time, on May 7, 2015 (the “Consent Deadline”); (b) after giving effect to this Amendment and the transactions contemplated hereby, the representations and warranties set forth in Article III of the Loan Parties contained in Section 6 of the Amended Credit Agreement and in the other Loan Documents shall be true and correct on in all material respects as of the date hereof Third Amendment Effective Date (provided that, in each case such materiality qualifier shall not be applied to any representations or warranties that pursuant to their terms are already qualified by materiality or Material Adverse Effect), with the same effect as though such representations and warranties had been made on and as of such date (date, except to the extent such representations and warranties which expressly relate solely to an earlier date or time, (in which case such representations and warranties shall be true and correct on and in all material respects as of such earlier date); (c) immediately prior to and after giving effect to the specific dates transactions contemplated herein, no Default or times referred to therein), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or continuing; (d) the Administrative Agent shall existhave received a certificate, except as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank dated as of the date hereof and for all feesThird Amendment Effective Date, costs, expenses and disbursements in connection signed by an Responsible Officer of the Borrower certifying as to compliance with this Waiver and Amendment, including, without limitation, the fees and expenses conditions precedent set forth in Section E clauses (b) and (c) of this Waiver Section 3; and (e) the Borrower shall have paid all reasonable, documented and Amendment; invoiced out-of-pocket expenses of the Administrative Agent and All legal details the Lead Arrangers (including the reasonable fees, disbursements and proceedings other charges of Shearman & Sterling LLP, counsel to the Administrative Agent and the Lead Arrangers) required to be paid by the Borrower and incurred in connection with the transactions contemplated by this Waiver preparation and Amendment shall be in form an substance satisfactory to the Agent. The Agent shall have received counterparts negotiation of this Waiver and Amendment duly executed by the Loan Parties, the Agent, and the Required Banks. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:Amendment.

Conditions of Effectiveness. The effectiveness of this Waiver and This Amendment is expressly conditioned upon the occurrence and completion of all of the following: The representations and warranties of the Loan Parties contained in Section 6 of the Credit Agreement and in the other Loan Documents shall be true and correct on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank become effective as of the date hereof first above written when, and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitationonly when, the fees following conditions precedent have been satisfied: (a) the conditions precedent to the effectiveness of the Acquisition B Commitments (as defined in the Second Amended and expenses set forth Restated Credit Agreement) contained in Section E 3.05 of this Waiver the Second Amended and Amendment; Restated Credit Agreement have been satisfied; (b) on or before 5:00 p.m. (New York City time) on June 30, 1997 or such later date as the Administrative Agent and All legal details and proceedings the Borrower shall agree (but in connection with any event, on or before July 31, 1997) (the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to "Closing Date"), the Agent. The Administrative Agent shall have received counterparts of (i) this Waiver and Amendment duly executed by the Loan PartiesBorrower, the Agent, Required Lenders and the Required Banks. There shall be delivered Acquisition B Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment and (ii) the Consent attached hereto executed by each Loan Party (other than the Borrower); and (i) the amendment fee of 5 basis points shall have been received by the Administrative Agent for the benefit account of each Bank a certificate the Lenders executing this Amendment on or prior to the Closing Date, (ii) the underwriting fee set forth in the fee letter dated as of May 21, 1997 between the effective date hereof Borrower and signed the Agents shall have been received by the Secretary or an Assistant Secretary of each Administrative Agent for the account of the Loan PartiesAcquisition B Lenders on or prior to the Closing Date, certifying as appropriate as to:and (iii) the fees and expenses of counsel to the Agents previously accrued and invoiced has been received by counsel to the Agents on or prior to the Closing Date. The effectiveness of Section I of this Amendment is conditioned upon the accuracy of the factual matters described herein. This Amendment is subject to the provisions of Section 8.01 of the Amended and Restated Credit Agreement.

Conditions of Effectiveness. The effectiveness This Amendment shall become effective on the first date (the “Amendment No. 2 Effective Date”) on which: (a) the Noteholders (or their counsel) shall have received from the Company and each Noteholder a counterpart of this Waiver Amendment executed and Amendment is expressly conditioned upon delivered on behalf of such party; (b) the occurrence and completion of all Noteholders shall have received a certificate signed by a Responsible Officer of the following: The Company certifying that the conditions specified in clauses (c) and (d) of this Section 3 have been satisfied as of the Amendment No. 2 Effective Date; (c) the representations and warranties of the Loan Parties contained in Section 6 5 of the Credit Note Agreement and in the other Loan Financing Documents shall be true and correct in all material respects on and as of the date hereof with the same effect Amendment No. 2 Effective Date as though such representations and warranties had been if made on and as of such date (except or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date); provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or Material Adverse Effect in the text thereof, in which relate solely to an earlier date or time, which case such qualified representations and warranties shall be true and correct on and as of the specific dates in all respects; (d) no Default or times referred to therein), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing on and as of the Amendment No. 2 Effective Date or immediately after giving effect to this Amendment; (e) the Noteholders shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to have received fully executed copies of (i) the Agent of this Waiver and Credit Agreement Amendment, (ii) an amendment (the Loan Parties shall be deemed “Prudential Amendment) to have certified that certain Amended and Restated Note Purchase and Private Shelf Agreement, dated as of July 25, 2012, by and among the accuracy of all Company, PGIM, Inc. and each of the matters purchasers party thereto in this Section F.1; Receipt by the Agent on behalf respect of $150,000,000 principal amount of the Banks of all feesCompany’s 4.40% Series ▇-▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇, costs expenses ▇▇▇▇ (▇▇ amended and disbursements due supplemented, and payable in effect on the date hereof)], and (iii) an amendment (the “2016 MetLife Amendment) to the Agent and any Bank that certain Note Purchase Agreement, dated as of August 26, 2016, by and among the Company and each of the purchasers party thereto in respect of ¥10,000,000,000 principal amount of the Company’s 0.78% Senior Notes due August 26, 2026 (as amended and supplemented, and in effect on the date hereof), in each case, dated the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an and substance reasonably satisfactory to the AgentRequired Holders; (f) the Company shall have paid, or caused to be paid, to each Noteholder an amendment fee equal to 0.05% of the aggregate principal amount of the Series B Notes held by such Noteholder as of the Amendment No. The Agent 2 Effective Date; and (g) the Noteholders shall have received counterparts of this Waiver and Amendment duly executed by the Loan Parties, the Agent, and the Required Banks. There shall all fees required to be delivered paid on or prior to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:Amendment No. 2 Effective Date.

Conditions of Effectiveness. This Amendment shall become effective as of the date (the “Effective Date”) on which the following conditions shall have been satisfied (or waived by the Sixth Amendment Incremental Term Lenders): (a) The effectiveness Administrative Agents shall have received counterparts of this Waiver Amendment executed by the Borrowers and the Sixth Amendment is expressly conditioned upon Incremental Term Lenders; (b) After giving effect to this Amendment and the occurrence and completion of all of transactions contemplated hereby, the following: The representations and warranties of the Loan Parties contained set forth in Section 6 Article 5 of the Credit Agreement (as amended by this Amendment) and in the other Loan Documents shall be are true and correct on in all material respects as of the date hereof Effective Date, with the same effect as though such representations and warranties had been made on and as of such date (date, except to the extent such representations and warranties which expressly relate solely to an earlier date or time, (in which case such NY\6293685.6 representations and warranties shall be true and correct on and in all material respects as of such earlier date) and immediately prior to and after giving effect to the specific dates Effective Date, no Default or times referred to therein), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by continuing; (c) After giving effect to this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all incurrence of the matters Sixth Amendment Incremental Term Loans and the other transactions contemplated herby, the Senior Secured Leverage Ratio, calculated on a pro forma basis, shall not be greater than 4.50 to 1.00; (d) The Administrative Agents shall have received a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower Parties, addressed to the Lender Group and reasonably satisfactory to the Administrative Agents; (e) The Administrative Agents shall have received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment and, with respect to Borrowers, authorizing the borrowings hereunder; (f) The Administrative Agents shall have received a certificate of an Authorized Signatory of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) and clause (c) of this Section F.1; Receipt by the Agent on behalf 4; (g) The Borrowers shall have paid all reasonable and documented costs and expenses of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements Administrative Agents in connection with this Waiver Amendment (including the reasonable and Amendmentdocumented fees, includingdisbursements and other charges of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as counsel to the Lead Arrangers); and (h) The Borrowers shall have paid to the Term Loan Administrative Agent, without limitationfor 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 and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory payable to the Agent. The Agent shall have received counterparts of this Waiver and such Sixth Amendment duly executed by the Loan Parties, the Agent, and the Required Banks. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each Incremental Term Lender out of the Loan Parties, certifying proceeds of its Sixth Amendment Incremental Term Loans as appropriate as to:and when funded on the Effective Date.

Conditions of Effectiveness. The effectiveness This Amendment shall not be effective until the date each of the following conditions precedent has been satisfied: a. the Administrative Agent has received a counterpart of this Waiver Amendment (which may be by telecopy or other electronic transmission) executed by the Borrower, the MLP, the other Loan Parties, the Administrative Agent, and Amendment the Required Lenders; b. the Administrative Agent has received an amended and restated promissory note payable to each Lender that has previously requested a promissory note, as applicable, or that is expressly conditioned upon the occurrence and completion of all of the following: The representations and warranties of the Loan Parties contained in requesting a promissory note pursuant to Section 6 2.09(a) of the Credit Agreement and in the other Loan Documents shall be amount of such Lender’s Commitment as indicated on Schedule 2.01 to the Credit Agreement (as amended hereby); provided that each such Lender receiving a replacement promissory note hereby agrees to return its existing original promissory note to the Borrower promptly after receiving such replacement promissory note; c. the Administrative Agent has received a certificate signed by a Responsible Officer of the Borrower certifying that (i) the representations and warranties contained in Article V of the Credit Agreement are true and correct on the date hereof with the same effect as though such representations and warranties had been made in all material respects on and as of such date (except unless such representations and warranties which relate solely specifically refer to an earlier date or timedate, in which case such representations and warranties shall be true and correct on and in all material respects as of the specific dates or times referred to thereinsuch earlier date), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and (ii) no Default or Event of Default or Potential Default has occurred and is continuing under the Credit Agreement shall as of such date (after giving effect to this Amendment), (iii) since July 18, 2019, there has been no event or circumstance that has or could reasonably be expected to have occurred a Material Adverse Effect, (iv) there is no litigation, investigation or proceeding known to and be continuing affecting the Borrower or shall existany affiliate for which the Borrower is required to give notice under the Credit Agreement, except as expressly waived by this Waiver and Amendment. By execution and delivery (v) no action, suit, investigation or proceeding is pending or, to the Agent knowledge of this Waiver and Amendmentsuch officer, threatened in any court or before any arbitrator or Governmental Authority by or against the Borrower, any Guarantor, the Loan Parties shall MLP’s general partner, or any of their respective properties that could reasonably be deemed expected to have certified a Material Adverse Effect; d. the accuracy Administrative Agent has received (i) a certificate of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all feeseach Loan Party, costs expenses and disbursements due and payable to the Agent and any Bank dated as of the date hereof Tenth Amendment Effective Date and for all feesexecuted by an appropriate officer, costswhich shall (A) certify the resolutions or other action authorizing the execution, expenses delivery and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E performance of this Waiver Tenth Amendment and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to the Agent. The Agent shall have received counterparts of this Waiver and Amendment duly executed by the Loan Parties, the Agent, and the Required Banks. There shall be (B) certify that certain documents previously delivered to the Administrative Agent are in full force and effect as of the Tenth Amendment Effective Date or contain appropriate attachments, including the certificate or articles of incorporation or organization or equivalent constitutional documents of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its bylaws or operating, management or partnership agreement, and incumbency certificates, and (ii) a good standing certificate for each Loan Party from its jurisdiction of incorporation or organization as of a recent date; e. the Borrower has paid (i) an amendment fee to the Administrative Agent (for the benefit of each Bank a certificate Lender party hereto) in an aggregate amount equal to 0.05% of each such Lender’s Commitment as of the Tenth Amendment Effective Date (after giving effect to this Amendment) and (ii) the Administrative Agent’s reasonable legal fees and expenses to the extent invoiced at least one (1) Business Day prior to the Tenth Amendment Effective Date; f. the Administrative Agent has received evidence in form and substance satisfactory to it that (i) one or more Loan Parties will receive immediately after the effectiveness of this Amendment gross proceeds from the issuance of the MLP Senior Secured Notes in an original principal amount equal to $400,000,000 (the “MLP Senior Secured Notes Proceeds”), and (ii) the MLP Senior Secured Notes Proceeds are being used, and no proceeds of any Loan made under the Credit Agreement are being used, to repay (whether by redemption, purchase, retirement, defeasance, set-off or otherwise) the MLP Senior Notes; g. the Administrative Agent has received that certain Intercreditor Agreement, dated as of the effective Tenth Amendment Effective Date, in form and substance satisfactory to the Administrative Agent (it being understood that the form of Intercreditor Agreement received by the Administrative Agent on the date hereof is satisfactory) and signed duly executed by the Secretary or an Assistant Secretary of each Administrative Agent, the Loan Parties and the Parity Lien Collateral Trustee (as defined therein); and h. the Administrative Agent has received a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the Loan PartiesMLP Senior Secured Notes Proceeds. The Administrative Agent agrees that it will, certifying as appropriate as to:upon the satisfaction of the conditions contained in this Section 3, promptly provide notice to the Borrower and the Lenders of the effectiveness of this Amendment.

Conditions of Effectiveness. The effectiveness This Amendment shall become effective as of the date first above written (the “A&R Amendment No. 1 Effective Date”) when, and only when, the following conditions have been satisfied: (a) the Administrative Agent shall have received counterparts of this Waiver Amendment executed by each Loan Party and Amendment is expressly conditioned upon the occurrence and completion of all Required Lenders or, as to any of the followingLenders, advice satisfactory to the Agent that such Lender has executed this Amendment, (b) the Administrative Agent shall have received a certificate signed by a duly authorized officer of the Borrower stating that: The (x) the representations and warranties of the Loan Parties contained in Section 6 Article IV of the Credit Agreement and in the other Loan Documents shall be are true and correct in all material respects on and as of the date hereof with the same effect of such certificate as though such representations and warranties had been made on and as of such date other than any such representations or warranties that, by their terms, refer to a date other than the date of such certificate; and (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and y) no Event of Default or Potential Default under the Credit Agreement shall have event has occurred and be is continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to that constitutes a Default, (c) the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to the Agent. The Administrative Agent shall have received counterparts a favorable opinion of this Waiver J▇▇▇▇ Day as to the enforceability of the Credit Agreement as amended, and Amendment duly executed internal counsel to the Loan Parties as to such other matters as the Administrative Agent and the Initial Lenders may reasonably request, (d) the Bankruptcy Court shall have entered an order in substantially the form of Exhibit A hereto (with such changes as may be agreed to by the Loan PartiesAdministrative Agent), the Agent, approving this Amendment and the Required Banks. There other transactions contemplated herein, and (e) all fees and expenses of the Administrative Agent (including all reasonable fees and expenses of counsel to the Administrative Agent), to the extent invoiced prior to the date hereof, shall have been paid. (f) each Revolving Credit Lender that executes a counterpart to this Amendment on or before January 18, 2007 at 5:00 p.m. eastern shall have been paid an amendment fee (the “Amendment Fee”) in an amount equal to 0.125% in respect of its Revolving Credit Commitment, which fee shall be delivered to earned upon the Agent for A&R Amendment No. 1 Effective Date and become due and payable upon the benefit funding of each Bank a certificate dated the effective date hereof and signed by the Secretary all or an Assistant Secretary of each any portion of the Loan Parties, certifying as appropriate as to:Incremental Term Facility.

Conditions of Effectiveness. The effectiveness This Amendment shall become effective on the date (the “Amendment No. 17 Effective Date”) on which: (a) the Administrative Agent shall have received a counterpart signature page of this Waiver Amendment duly executed by (i) the Company, (ii) the Administrative Agent, (iii) the Lenders, and Amendment is expressly conditioned upon (iv) the occurrence and completion of all Issuing Bank or, as to any of the following: The foregoing parties, written evidence reasonably satisfactory to the Administrative Agent that such party has executed this Amendment; (b) the Administrative Agent shall have received one or more counterparts of the Fee Letter Amendment No. 17, dated as of the date hereof, duly executed by the Company and Citicorp USA, Inc.; (c) the representations and warranties of the Loan Parties contained set forth in Section 6 4 of the Credit Agreement and in the other Loan Documents this Amendment shall be true and correct on in all respects; (d) the date hereof with Administrative Agent shall have received a favorable written opinion (addressed to the same effect as though such representations Administrative Agent, the Issuing Bank and warranties had been made on the Lenders and as dated the 2 Amendment No. 17 to Credit Agreement Amendment No. 17 Effective Date) of such date (except representations i) ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior Vice President, General Counsel and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as Secretary of the specific dates or times referred Company, in a form reasonably satisfactory to therein)the Administrative Agent and (ii) ▇▇▇▇▇ Day, in a form reasonably satisfactory to the Administrative Agent; (e) the Administrative Agent shall have received documents and certificates relating to the organization and existence of the Company, the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent authorization of this Waiver Amendment and Amendmentthe related transactions, the Loan Parties shall be deemed to have certified the accuracy of all incumbency of the matters in persons executing this Section F.1; Receipt by the Agent Amendment on behalf of the Banks of Company, all fees, costs expenses in form and disbursements substance reasonably satisfactory to the Administrative Agent; and (f) the Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and AmendmentAmendment No. 17 Effective Date, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to the Agentextent invoiced one (1) Business Day prior to the Amendment No. The Agent shall have received counterparts 17 Effective Date, reimbursement or payment of this Waiver and Amendment duly executed all out-of-pocket expenses required to be reimbursed or paid by the Loan Parties, Company under the Agent, and the Required Banks. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:Credit Agreement.

Conditions of Effectiveness. (a) The effectiveness Agreement shall become effective as of the Effective Date of this Waiver and Amendment is expressly conditioned Agreement upon the occurrence and completion satisfaction of all of the following: The following conditions: (i) Borrowers shall have delivered to Administrative Agent an original (or executed faxed or electronic copy) of this Agreement, duly executed by each of the Loan Parties; (ii) the receipt by Administrative Agent of the payment, in immediately available funds, of the Sixth Modification Fee that is due and payable on the date hereof; (iii) each of the representations and warranties of the Loan Parties contained in Section 6 of this Agreement shall be true, correct and accurate as of the Credit date of this Agreement; and (iv) the receipt by Administrative Agent of the payment, in immediately available funds, of all reasonable out-of-pocket fees, costs, charges and expenses incurred by Administrative Agent in connection with the preparation, execution and delivery of this Agreement or any of the transactions arising hereunder or otherwise related hereto or referred to herein, including any actual out-of-pocket costs, expenses, charges or expenses of Administrative Agent and the reasonable fees, charges and disbursements of counsel for Administrative Agent. (b) The parties hereto specifically acknowledge and agree that: (i) the execution and delivery of this Agreement shall not be deemed to create a course of dealing or otherwise obligate Administrative Agent or Lenders to execute similar agreements under the same, similar or different circumstances in the future; and (ii) neither Administrative Agent nor any Lender has any obligation to further amend provisions of, or waive compliance with or consent to a departure from the requirements of, the Existing Loan Agreement or any of the other Loan Documents. Except as expressly amended pursuant hereto, the Existing Loan Agreement and in each of the other Loan Documents shall be true remain unchanged and correct on in full force and effect and are hereby ratified and confirmed in all respects, and the date hereof with Collateral described in the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely Loan Documents shall continue to an earlier date or time, which representations and warranties shall be true and correct on and as secure the Obligations. Each of the specific dates or times referred to therein), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery Guarantors party hereto: (i) specifically consents to the Agent terms of this Waiver Agreement; (ii) reaffirms its obligations under its Guaranty and Amendment, under all other Loan Documents to which it is a party; (iii) reaffirms the Loan Parties shall be deemed to have certified the accuracy waivers of all each and every one of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable defenses to the Agent and any Bank such obligations as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver such Guaranty and Amendmenteach such other Loan Document; and All legal details (iv) reaffirms that its obligations under such Guaranty and proceedings in connection with each such other Loan Document are separate and distinct from the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to the Agent. The Agent shall have received counterparts obligations of this Waiver and Amendment duly executed by any other party under the Loan Parties, the Agent, and the Required Banks. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:Documents.

Conditions of Effectiveness. The effectiveness amendments to the Credit Agreement set forth in Section 2 of this Waiver and Second Amendment is expressly conditioned upon shall not be effective until the occurrence and completion of all date (such date, the “Second Amendment Effective Date”) each of the following conditions precedent has been satisfied in full: (a) The Administrative Agent shall have received the following: The representations and warranties : (i) a counterpart of this Second Amendment executed by each of the parties hereto (which may be by telecopy transmission); (ii) Notes executed by the Borrower in favor of those Lenders increasing their Committed Sums requesting such Notes, each in a principal amount equal to each such Lender’s Pro Rata Share of the Revolver Facility and Term Loan Parties contained Facility after giving effect to this Second Amendment; and (iii) from each Loan Party, such certificates of secretary, assistant secretary, manager, or general partner, as applicable, as the Administrative Agent may require, certifying (A) resolutions authorizing the increase in the Aggregate Committed Sum and the execution and performance of this Second Amendment and the other Loan Documents which such Person is executing in connection herewith, (B) the incumbency and signature of the officer executing such documents, and (C) that there has been no change in such Person’s Organization Documents since June 30, 2006 (or, if there has been a change, attaching a copy thereof). (b) All fees, costs, and expenses due and payable at the Second Amendment Effective Date shall have been paid (including, without limitation but without duplication, the fees required to be paid pursuant to the Fee Letter dated as of December 6, 2007, between the Borrower and Royal Bank of Canada, and any expenses arising pursuant to Section 6 3.05 of the Credit Agreement and in the other Loan Documents shall be true and correct on the date hereof with the same effect as though such representations and warranties had been made on and as a result of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as any prepayment of the specific dates or times referred to therein), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings Committed Revolver Loans in connection with the transactions contemplated by this Waiver and Amendment shall be increase in form an substance satisfactory to the Agent. The Agent shall have received counterparts of this Waiver and Amendment duly executed by the Loan Parties, the AgentRevolver Commitment), and the Required Banks. There Borrower shall be delivered have paid Attorney Costs of the Administrative Agent to the Agent for extent invoiced prior to, or on, the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:Second Amendment Effective Date.

Conditions of Effectiveness. The effectiveness of this Waiver and Amendment is expressly conditioned upon the occurrence and completion of all of the following: The representations and warranties of the Loan Parties contained in Section 6 of the Credit Agreement and in the other Loan Documents shall be true and correct on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery subject to the Agent of this Waiver and Amendmentfollowing conditions precedent, the Loan Parties shall be deemed each to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an and substance satisfactory to the Agent. The Agent Required Holders: (a) each Noteholder shall have received counterparts of this Waiver and Amendment duly executed by the Loan Parties, the Agent, Obligors and the Required Banks. There Holders; (b) the Issuers shall have executed and delivered replacement Notes to each Noteholder; (c) each Noteholder shall have received a fully executed copy of an amendment to the Bank Credit Agreement, which amendment shall be delivered substantially in the form set forth on Exhibit B hereto and in full force and effect (the “Bank Amendment”); (d) [reserved]; (e) the “Specified Acquisition” (as defined in the Note Purchase Agreement after giving effect to this Amendment) shall be consummated substantially concurrently with the effectiveness of this Amendment and in accordance with (1) that certain Asset Purchase Agreement, dated as of January 9, 2015 (the “Asset Purchase Agreement”), by and among, inter alia, the Company, T.J. Foodservice Co., Inc., TJ Seafood, LLC, J▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, V▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, T▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and J▇▇▇ ▇▇▇▇▇▇▇▇▇, as the Sellers’ Representative, (2) the “Merger Agreement” referred to in the Asset Purchase Agreement and (3) each of the “Earn-Out Agreements” referred to in the Asset Purchase Agreement, in each case, without giving effect to any amendments, consents or waivers thereto or modifications to the Agent provisions thereof which (x) could reasonably be expected to have a Material Adverse Effect, (y) would cause or result in a Default or Event of Default under the Note Purchase Agreement or (z) would adversely affect the interests of any Noteholder (it being understood and agreed that any increase in the aggregate purchase price paid for the benefit Specified Acquisition (including, without limitation, any increase in any earn-out obligations) shall be deemed to adversely affect the interests of the Noteholders), without the consent of the Required Holders (such consent not to be unreasonably withheld, conditioned or delayed), (ii) the Noteholders shall have received a certificate of a Senior Financial Officer of the Company confirming the consummation of the Specified Acquisition; (iii) the aggregate purchase price paid for the Specified Acquisition (exclusive of any “Specified Earn-Out Payments” (as defined in the Note Purchase Agreement after giving effect to this Amendment)) shall not exceed $216,750,000; (iv) the Total Leverage Ratio, after giving pro forma effect to the consummation of the Specified Acquisition and the making of loans under the Bank Credit Agreement in connection with the consummation of the Specified Acquisition, shall not exceed 4.50 to 1.00 for the Fiscal Quarter most recently ended prior to the consummation of the Specified Acquisition; (v) the Senior Secured Leverage Ratio, after giving pro forma effect to the consummation of the Specified Acquisition and the making of loans under the Bank Credit Agreement in connection with the consummation of the Specified Acquisition, shall not exceed 4.00 to 1.00 for the Fiscal Quarter most recently ended prior to the consummation of the Specified Acquisition; and (vi) the EBITDA attributable to the “Specified Target” (as defined in the Note Purchase Agreement after giving effect to this Amendment) as of the 12-month period ended on December 31, 2014, and calculated in a manner consistent with its 2014 audited financial statements, shall not be less than $20,000,000 and the holders of Notes shall have received a certificate of a Senior Financial Officer confirming the same; (f) a Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the SVO) shall have been obtained for the Notes; (g) the Noteholders shall have received (i) copies of each Bank Permitted Convertible Seller Note and (ii) evidence, reasonably satisfactory to the Required Holders, that Indebtedness in respect of each Permitted Convertible Seller Note is subordinated to the payment of the Secured Obligations on terms and conditions reasonably satisfactory to the Required Holders (including, without limitation, a certificate dated prohibition on any payments in respect of any Permitted Convertible Seller Note if a Default or Event of Default has occurred and is continuing or would be caused by any such payments); and (h) the Noteholders shall have received payment and/or reimbursement of their fees and expenses (including, without limitation, all fees and expenses of counsel for the Noteholders to the extent invoiced in reasonable detail on or prior to the date hereof) in connection with this Amendment. The Noteholders shall notify the Obligors of the effective date hereof of this Amendment (herein, the “Effective Date”), and signed by such notice shall be conclusive and binding. Notwithstanding the Secretary or an Assistant Secretary foregoing, the agreements of the Noteholders under this Amendment shall cease to be effective unless each of the Loan Partiesforegoing conditions is satisfied (or waived by the Required Holders) at or prior to 5:00 p.m., certifying as appropriate as to:New York City time, on the earlier of (i) May 31, 2015 and (ii) on the date of the termination or abandonment by the Issuers of the Specified Acquisition.

Conditions of Effectiveness. This Amendment will become effective on the date on which each of the following conditions precedent are satisfied or waived (the “Amendment Effective Date”): (a) The effectiveness Parent, the Borrower, each other Credit Party and each of the Lenders shall have delivered to the Administrative Agent duly executed counterparts of this Waiver and Amendment is expressly conditioned upon the occurrence and completion Amendment. (b) The Administrative Agent shall have received a certificate executed by an Authorized Officer of all each of the following: The Borrower and the Parent stating that before and after giving effect to this Amendment (i) the representations and warranties of the Loan Parties contained Parent, the Borrower and the Guarantors set forth in Section 6 of the Credit Agreement and in the other Loan Documents shall be true and correct on in all material respects, or, to the date hereof with the same effect extent that a particular representation or warranty is qualified as though to materiality, such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date representation or time, which representations and warranties warranty shall be true and correct correct, in each case, on and as of the specific dates Amendment Effective Date, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date, such representations and warranties shall continue to be true and correct as of such specified earlier date; and (ii) no Default or times referred to therein), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default exists. (c) The Administrative Agent shall have received a certificate dated as of the Amendment Effective Date signed by an Authorized Officer of the Borrower, (i) certifying and attaching the resolutions adopted by the Borrower approving or Potential Default consenting to the execution, delivery and performance of this Amendment and (ii) including the calculations described in Section 5.01(c) demonstrating pro forma compliance with Section 6.09 (based on the financial statements of the Parent then most recently delivered) after giving effect to the increase in the Aggregate Commitment Amount. (d) The Borrower shall have paid to the Administrative Agent, for the account of each Lender, a commitment increase fee (the “Fee”) in an amount equal to the product of (i) 0.30% multiplied by (ii) the difference of (A) such Increasing Lender’s Commitment Amount immediately after giving effect to this Amendment minus (B) such Lender’s Commitment Amount immediately prior to giving effect to this Amendment. The Fees shall be payable in immediately available funds in full on the Amendment Effective Date and fully earned and non-refundable when paid. (e) The Borrower shall have made payment of all fees and expenses then due and payable under the Credit Agreement shall have occurred Agreement, including any fees and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements then due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and AmendmentAmendment pursuant to Section 9.03 of the Credit Agreement, including, without limitation, in the fees and case of expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to the Agent. The Agent shall have received counterparts of this Waiver and extent invoiced at least three Business Days prior to the Amendment duly executed Effective Date (except as otherwise reasonably agreed by the Loan Parties, the Agent, and the Required Banks. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:Borrower).

Conditions of Effectiveness. The effectiveness This Amendment shall become effective as of this Waiver and Amendment is expressly conditioned the date upon the occurrence and completion of which all of the following: following conditions have been satisfied or waived in writing by the Administrative Agent (such date, the “Seventh Amendment Effective Date”): 4.1 The Loan Parties, the Lenders and the Administrative Agent shall have duly executed this Amendment. 4.2 Immediately before and after giving effect to the amendments contained herein and the Transactions contemplated to occur on the Seventh Amendment Effective Date, the representations and warranties of the Loan Parties contained set forth in Section 6 of the Credit Agreement and in the other Loan Documents shall be true and correct on the date Article II hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates Seventh Amendment Effective Date. 4.3 The Lenders shall have received a complete, executed and dated copy of that certain Sixth Amendment to Sixth Amended and Restated ABL First Lien Credit Agreement, dated as of the date hereof, by and among the Borrowers, the ABL Lenders party thereto, and the ABL Administrative Agent, such amendment to be in form and substance reasonably satisfactory to the Administrative Agent, and the conditions to the effectiveness thereof shall be satisfied or times referred waived simultaneously with this Amendment becoming effective. 4.4 The Lenders shall have received (a) a complete and executed copy of all Second Lien Documents, such Second Lien Documents to thereinbe in form and substance reasonably satisfactory to the Administrative Agent, and the conditions to the effectiveness thereof shall have been satisfied or waived simultaneously with this Amendment becoming effective and (b) evidence that, prior to or substantially simultaneously with the closing of this Amendment, Borrowers shall have received the proceeds of the Second Lien Notes in the principal amount of $500,000,000 and shall have paid in full the 5.625% senior secured second lien notes due 2026 in the aggregate principal amount of $315,000,000 issued by the Borrowers on April 1, 2021. 4.5 The Lenders and the Administrative Agent shall have received, substantially concurrently with the effectiveness hereof, all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and documented expenses of legal counsel to the Administrative Agent), on or before the Seventh Amendment Effective Date. All such amounts will be paid with proceeds of Loans made on the Seventh Amendment Effective Date and will be reflected in the funding instructions given by the Loan Parties to the Administrative Agent on or before the Seventh Amendment Effective Date. 4.6 On the Seventh Amendment Effective Date and immediately after giving effect to the Transactions contemplated to occur on the Seventh Amendment Effective Date, including the payment of all related costs and expenses, Borrowers and their Subsidiaries shall have ABL Availability of at least $75,000,000. 4.7 The Loan Parties shall have performed and complied with satisfied all covenants and such other conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and as may be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt reasonably required by the Agent Administrative Agent, including such conditions described on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements closing list delivered in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to the Agent. The Agent shall have received counterparts of this Waiver and Amendment duly executed by the Loan Parties, the Agent, and the Required Banks. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:herewith.

Conditions of Effectiveness. The effectiveness of this Waiver and Amendment Agreement is expressly conditioned upon subject to the occurrence and completion of all following conditions precedent (the first date on which such condition precedents have been satisfied or waived being the “Effective Date”): (a) The Administrative Agent shall have received each of the following: The representations : (i) counterparts of this Agreement, duly executed by each Credit Party and warranties each Lender; (ii) (x) a copy of the Loan Parties contained in Section 6 certificate of formation of the Credit Agreement Borrower, certified by the Secretary of State of Delaware as of a recent date, (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) and (z) resolutions of the sole member of the Borrower authorizing the execution, delivery and performance of this Agreement, in each case, certified by a corporate secretary or assistant secretary of the Borrower and in form, scope and substance acceptable to the other Loan Documents shall be true Administrative Agent; (iii) a written opinion of Borrower’s counsel, in form, scope and correct substance acceptable to the Administrative Agent; (iv) payment in full, in immediately available funds, to the Administrative Agent of an amendment fee for the account of each Lender that executes and delivers a counterpart to this Agreement on or prior to April 3, 2013, in an amount equal to 0.10% of the date hereof with the same effect as though sum of (x) such representations Lender’s Revolving Commitment and warranties had been made on and as (y) outstanding principal balance of Term Loans (excluding any Incremental Term Loans) owing to such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and Lender as of the specific dates or times referred Effective Date, which fee the Borrower hereby agrees to therein), the Loan Parties shall have performed and complied pay concurrently with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By its execution and delivery to the Agent of this Waiver Agreement and Amendment, the Loan Parties shall be deemed to have certified the accuracy agrees and acknowledges that such fee is fully-earned and non-refundable; (v) payment of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements fees due and payable to the Administrative Agent under any Loan Document and any Bank as of under that certain fee letter duly executed and delivered by the Borrower on or prior to the date hereof in favor of the Administrative Agent and for all feesGE Capital Markets, costsInc.; (vi) a copy of an Incremental Term Loan Assumption Agreement from each Incremental Term Loan Lender making Incremental Term Loans on the Effective Date, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to the Agent. The Agent shall have received counterparts of this Waiver and Amendment duly executed by the such Incremental Term Loan Parties, the Agent, Lender and the Required Banks. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:Borrower; and

Conditions of Effectiveness. The effectiveness This Amendment shall become effective as of the date first above written when, and only when, the Administrative Agent shall have received counterparts of this Waiver Amendment executed by Holdings 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 Section 1 of this Amendment is expressly conditioned upon shall become effective when and only when the occurrence Administrative Agent shall have received (a) the fees specified in Section 2 hereof and completion the payment of all accrued fees and expenses of the Administrative Agent (including the reasonable accrued fees and expenses of counsel to the Administrative Agent invoiced on or prior to the date hereof) and (b) all of the followingfollowing documents, each such document dated the date of receipt thereof by the Administrative Agent (unless otherwise specified), in form and substance satisfactory to the Administrative Agent: The representations and warranties Counterparts of the Consent appended hereto (the "Consent"), executed by each of the Loan Parties (other than Holdings); Certified copies of (A) the resolutions of the Board of Directors of (1) Holdings approving this Amendment and the matters contemplated hereby and (2) each other Loan Party evidencing approval of the Consent and (B) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment, the Consent and all other matters contemplated hereby; A certificate signed by a duly authorized officer of Holdings stating that: (A) the representations and warranties contained in Section 6 of the Credit Agreement 4 hereof and in the other Loan Documents shall be true and correct on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be are true and correct on and as of the specific dates date of such certificate as though made on and as of such date other than any such representations or times referred warranties that, by their terms, refer to therein), a date other than the Loan Parties shall have performed and complied with all covenants and conditions thereofdate of such certificate, and (B) no Event of Default or Potential Default under the Credit Agreement shall have event has occurred and be is continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to the Agent. The Agent shall have received counterparts of this Waiver and Amendment duly executed by the Loan Parties, the Agent, and the Required Banks. There shall be delivered to the Agent for the benefit of each Bank that constitutes a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:Default.

Conditions of Effectiveness. The effectiveness of this Waiver and This Amendment is expressly conditioned upon shall become effective (the occurrence and completion of all of the following: The representations and warranties of the Loan Parties contained in Section 6 of the Credit Agreement and in the other Loan Documents shall be true and correct on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank "Effective Date") as of the date hereof first above written when, and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, only when: (a) the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to the Agent. The Administrative Agent shall have received counterparts of this Waiver and Amendment duly executed by the Loan Parties, the Agent, Borrower and the Required Banks. There shall be delivered Lenders or, as to any of such Lenders, advice satisfactory to the Administrative Agent for that such Lender has executed this Amendment. (b) the benefit Administrative Agent shall have additionally received all of the following documents, each Bank a certificate such document (unless otherwise specified) dated the effective date hereof of receipt thereof by the Administrative Agent (unless otherwise specified) and signed by in sufficient copies for each Lender, in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and in sufficient copies for each Lender (i) A certificate of the Secretary or an Assistant Secretary of each the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder and thereunder; and (ii) A certificate signed by a duly authorized officer of the Borrower stating that: (1) The representations and warranties contained in the Loan PartiesDocuments and in Section 3 hereof are correct on and as of the date of such certificate as though made on and as of such date, certifying except where such representation and warranty is expressly made as appropriate of a specific earlier date, in which case such representation and warranty shall be true as to:of such earlier date; and (2) No event has occurred and is continuing that constitutes a Default or Event of Default as of the Effective Date after giving effect to this Amendment. (iii) All of the accrued fees and expenses of the Administrative Agent and the Lenders (including the accrued fees and expenses of counsel for the Administrative Agent and the Lenders in connection with this Amendment and for other work since the Closing Date) shall have been paid in full, including without limitation, payment by the Borrower to the Administrative Agent, for the pro rata benefit of the Lenders that execute this Amendment by no later than 12:00 p.m. (New York City time) on April 23, 2003, an amendment fee equal to 0.05% of the sum of (x) the outstanding principal balance of the Tranche B Term Loans and (y) the aggregate amount of the Revolving Credit Commitments and the L/C Commitments of such Lenders under the Credit Agreement, in each case without duplication, as of the date hereof.

Conditions of Effectiveness. The effectiveness of this Waiver and This Second Amendment is expressly conditioned upon the occurrence and completion of all of the following: The representations and warranties of the Loan Parties contained in Section 6 of the Credit Agreement and in the other Loan Documents shall be true and correct become effective on the date hereof with the same effect as though such representations and warranties had been made on and as of (such date (except representations and warranties being referred to as the “Second Amendment Effective Date”) on which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as each of the specific dates or times referred to therein), the Loan Parties shall have performed and complied with all covenants and following conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to the Agent. precedent is satisfied: (a) The Administrative Agent shall have received counterparts of this Waiver and Second Amendment duly executed by the Loan PartiesBorrower, the Lenders, the Fronting Bank, the Swingline Lender and the Administrative Agent. (b) The Administrative Agent shall have received a certificate, signed by an Authorized Officer of the Borrower, certifying that (A) all representations and warranties of the Borrower contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) as of the Second Amendment Effective Date, both immediately before and after giving effect to the Second Amendment (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) as of such date), (B) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to the consummation of the transactions contemplated hereby, (C) no change, occurrence or development shall have occurred or become known to the Borrower since December 31, 2015 that could reasonably be expected to have a Material Adverse Effect, and (D) all conditions precedent to the Second Amendment Effective Date set forth in this Article II have been satisfied or waived as required thereunder. (c) The Administrative Agent shall have received, for the account of each Lender party hereto that delivers its executed signature page to this Second Amendment by no later than the date and time specified by the Administrative Agent, and the Required Banks. There shall be delivered an upfront fee in an amount equal to the amount previously disclosed to the Lenders and agreed upon by the Borrower in writing. (d) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the date of this Second Amendment, including with respect to any fee letters executed by the Borrower in connection with this Second Amendment, and including, to the extent invoiced, payment and/or reimbursement of the Administrative Agent’s reasonable out-of-pocket fees and expenses (including, to the extent invoiced, reasonable fees, charges and disbursements of counsel for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:Administrative Agent) in connection with this Second Amendment.

Conditions of Effectiveness. (a) The effectiveness Agreement shall become effective as of this Waiver and the Amendment is expressly conditioned No. Four Effective Date upon the occurrence and completion satisfaction of all of the following: The representations and warranties following conditions: (i) Borrowers shall have delivered to Administrative Agent an original (or executed faxed or electronic copy) of this Agreement, duly executed by each of the Loan Parties contained in Section 6 Parties; (ii) Parent shall have delivered to Administrative Agent an original (or executed faxed or electronic copy) of the Credit Ratification attached to this Amendment, duly executed by Parent; and (iii) the receipt by Administrative Agent of the payment, in immediately available funds, of all reasonable out-of-pocket fees, costs, charges and expenses incurred by Administrative Agent in connection with the preparation, execution and delivery of this Agreement or any of the transactions arising hereunder or otherwise related hereto or referred to herein, including any actual out-of-pocket costs, expenses, charges or expenses of Administrative Agent and the reasonable fees, charges and disbursements of counsel for Administrative Agent. (b) The parties hereto specifically acknowledge and agree that: (i) the execution and delivery of this Agreement shall not be deemed to create a course of dealing or otherwise obligate Administrative Agent or Lenders to execute similar agreements under the same, similar or different circumstances in the future; and (ii) neither Administrative Agent nor any Lender has any obligation to further amend provisions of, or waive compliance with or consent to a departure from the requirements of, the Existing Loan Agreement or any of the other Loan Documents. Except as expressly amended pursuant hereto, the Existing Loan Agreement and in each of the other Loan Documents shall be true remain unchanged and correct on in full force and effect and are hereby ratified and confirmed in all respects, and the date hereof with Collateral described in the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely Loan Documents shall continue to an earlier date or time, which representations and warranties shall be true and correct on and as secure the Obligations. Each of the specific dates or times referred to therein), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery Guarantors party hereto: (i) specifically consents to the Agent terms of this Waiver Agreement; (ii) reaffirms its obligations under its Guaranty and Amendment, under all other Loan Documents to which it is a party; (iii) reaffirms the Loan Parties shall be deemed to have certified the accuracy waivers of all each and every one of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable defenses to the Agent and any Bank such obligations as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver such Guaranty and Amendmenteach such other Loan Document; and All legal details (iv) reaffirms that its obligations under such Guaranty and proceedings in connection with each such other Loan Document are separate and distinct from the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to the Agent. The Agent shall have received counterparts obligations of this Waiver and Amendment duly executed by any other party under the Loan Parties, the Agent, and the Required Banks. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:Documents.

Conditions of Effectiveness. The effectiveness of Section 2 of this Waiver and Amendment is expressly conditioned upon the occurrence and completion of all shall be subject to Agent’s receipt of the followingfollowing documents, in form and substance satisfactory to Agent, or, as applicable, the following conditions being met: (a) this Amendment, executed by Agent, each Lender and Borrower; (b) a duly executed certificate of an officer of Borrower certifying and attaching copies of (A) the certificate of incorporation, certified as of a recent date by the jurisdiction of organization of Borrower and as in effect as of the Second Amendment Effective Date; (B) the bylaws of Borrower, as in effect as of the Second Amendment Effective Date; (C) resolutions of Borrower’s board of directors evidencing approval of this Amendment and the Advance to be made on the Second Amendment Effective Date, as such resolutions remain in full force and effect as of the Second Amendment Effective Date; and (D) a schedule setting forth the name, title and specimen signature of officers or other authorized signers on behalf of Borrower; (c) a certificate of good standing for Borrower from its jurisdiction of organization and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified could have a Material Adverse Effect; (d) a perfection certificate, executed by Borrower, in form and substance reasonably satisfactory to Agent; (e) a legal opinion of Borrower’s counsel, in form and substance reasonably acceptable to Agent; (f) on the Second Amendment Effective Date, after giving effect to the amendment of the Existing Loan Agreement contemplated hereby: The (i) the representations and warranties of the Loan Parties contained in Section 6 of the Credit Agreement and in the other Loan Documents shall be true and correct on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties 4 shall be true and correct on and as of the specific dates or times referred to therein), the Loan Parties shall have performed Second Amendment Effective Date as though made on and complied with all covenants as of such date; and conditions thereof, and (ii) there exists no Event of Default or Potential Default under event that with the Credit Agreement passage of time would result in an Event of Default; and (g) Borrower shall have occurred paid (i) all invoiced costs and be continuing or shall existexpenses then due in accordance with Section 5(e), except as expressly waived by this Waiver (ii) the Tranche 1C Facility Charge and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of (iii) all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all other fees, costs expenses and disbursements expenses, if any, due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Second Amendment shall be in form an substance satisfactory to the Agent. The Agent shall have received counterparts of this Waiver and Amendment duly executed by Effective Date under the Loan Parties, the Agent, and the Required Banks. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:Agreement.

Conditions of Effectiveness. The effectiveness of this Waiver Sixth Amendment Agreement (and Amendment is expressly conditioned upon the occurrence and completion of all each of the following: The representations and warranties amendments contained herein) is subject to the satisfaction of the Loan Parties contained in Section 6 following conditions: (a) the Required Holders under each of the Credit Agreement and in the other Loan Documents shall be true and correct on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), the Loan Parties Outstanding Agreements shall have performed and complied with all covenants and conditions consented to this Sixth Amendment Agreement as evidenced by their execution thereof, and no Event ; (b) the requisite percentage of Default or Potential Default lenders under the Credit Agreement (the "Lenders") shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery agreed to all amendments to the Agent Credit Agreement necessary to effect this Sixth Amendment Agreement and a copy thereof shall have been provided to the holders of this Waiver and Amendmentthe Outstanding Notes. In the event the Company agrees that the Lenders or holders of any of the Outstanding Notes shall be granted any additional or more restrictive financial or negative covenants or events of default than the financial or negative covenants or events of default that are imposed on the Company under the Outstanding Agreements, as amended hereby, the Loan Parties Company agrees that the holders of all other Outstanding Notes shall also be deemed granted such more restrictive covenants or events of defaults; (c) upon the satisfaction of subclause (a), each of the holders of the Outstanding Notes shall have received an amendment fee from the Company in an amount equal to 0.25% of the aggregate principal amount of the Outstanding Notes held by such holder (the "Amendment Fee") and a Responsible Officer of the Company shall have certified to each such holder (the truth and the accuracy of all which certification shall constitute a condition of effectiveness of this Sixth Amendment Agreement) that the matters Lenders have received no amendment fees or other consideration (including increase in this Section F.1coupon) greater than the Amendment Fee; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable and (d) Winston & ▇▇▇▇▇▇ LLP shall have delivered a non-consolidation opinion as to the Agent Company and any Bank as of the date hereof and for all feesLa Grange, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment which opinion shall be in a form an and substance satisfactory to the Agent. The Agent shall have received counterparts of this Waiver and Amendment duly executed by the Loan Parties, the Agent, and the Required Banks. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each holders of the Loan Parties, certifying as appropriate as to:Outstanding Notes and their counsel.

Conditions of Effectiveness. The effectiveness This Amendment shall become effective as of this Waiver and the first date (the “Amendment is expressly conditioned upon the occurrence and completion of Effective Date”) on which all of the following: The following conditions precedent shall have been satisfied: (a) the conditions precedent set forth in Section 5.01 (excluding clause 5.01(a)(xiv)) of the Existing Credit Agreement, mutadis mutandis, shall have been satisfied to the same extent as if such conditions precedent were by their terms applicable to the occurrence of the Amendment Effective Date (including, without limitation, by deeming the reference to ‘March 31, 2021’ in each of Sections 5.01(a)(xi) and (xii) to refer instead to ‘December 31, 2021’); (b) the Operating Partnership (or any Subsidiary of the Operating Partnership) shall have confirmed to the Administrative Agent in writing that it intends to consummate the Park Holidays Acquisition within two Business Days following the Amendment Effective Date; (c) the representations and warranties of the Borrowers and each other Loan Parties Party contained in Section 6 Article VI of the Credit Agreement and in the each other Loan Documents Document shall be true and correct on the date hereof with the same effect in all material respects (unless qualified as though to materiality or Material Adverse Effect, in which case such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct in all respects) on and as of the specific dates Amendment Effective Date, 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 or times referred to thereinin all respects, as applicable, as of such earlier date, and except that for purposes of this clause (c), the Loan Parties shall have performed representations and complied with all covenants warranties contained in clauses (a) and conditions thereof, and no Event (b) of Default or Potential Default under Section 6.05 of the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified refer to the accuracy most recent statements furnished pursuant to clause (a) of all Section 7.01 of the matters in this Section F.1; Receipt by Credit Agreement; (d) no Default exists on the Agent on behalf Amendment Effective Date, or will exist immediately after giving effect to the consummation of the Banks Park Holidays Acquisition on the date thereof; (e) the Administrative Agent shall have received evidence of all fees, costs expenses and disbursements due and payable to the Agent and any Bank termination of that certain Commitment Letter dated as of November 13, 2021 from Citigroup Global Markets Inc. and certain of the date hereof and for all feesLenders in respect of a proposed £950,000,000 senior unsecured bridge loan; and (f) the Administrative Agent shall have received, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an and substance satisfactory to the Administrative Agent. The Agent shall have received , counterparts of this Waiver and Amendment duly executed by the Loan PartiesBorrowers, the Agent, Parent and the Required BanksLenders. There Notwithstanding the foregoing, this Amendment and the amendments contained herein shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed terminate on May 13, 2022 without any further action by the Secretary or an Assistant Secretary of each of parties hereto if the Loan Parties, certifying as appropriate as to:Amendment Effective Date shall not have occurred prior to such date.

Conditions of Effectiveness. This Second Amendment shall become effective as of the date (such date being referred to as the “Second Amendment Effective Date”) when, and only when, each of the following conditions precedent shall have been satisfied: (a) The effectiveness Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Waiver Second Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic image scan transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment. (b) The Administrative Agent shall have received the favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Second Amendment is expressly conditioned upon Effective Date) of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, PLLP, special counsel for the occurrence Borrowers and completion of all the Subsidiary Guarantors, covering such other matters relating to the Company, this Second Amendment, the other Loan Documents or the transactions contemplated by this Amendment and the other Loan Documents as the Administrative Agent or the Lenders shall reasonably request. The Company hereby requests such counsel to deliver such opinion. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the authority of the following: Company to enter into this Amendment and any other legal matters relating to the Company, this Amendment, the other Loan Documents or the transactions contemplated by this Amendment and the other Loan Documents, all in form and substance satisfactory to the Administrative Agent and its counsel. (d) A certificate of each Subsidiary Guarantor, signed on behalf of such Subsidiary Guarantor, certifying to the continuing full force and effect, both immediately before and after the Second Amendment Effective Date, of the Guarantee Agreement. (e) The representations and warranties of the Loan Parties contained set forth in Section 6 of Article 4 hereto and in the Credit Agreement and in the other Loan Documents shall be true and correct on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Second Amendment Effective Date. (f) No Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver both immediately before and Amendment. By execution and delivery to after the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Second Amendment shall be in form an substance satisfactory to the Agent. Effective Date. (g) The Administrative Agent shall have received counterparts (i) all accrued and unpaid interest and fees owing to the Exiting Lenders and Continuing Lenders as of the Second Amendment Effective Date and (ii) all fees and other amounts due and payable on or prior to the Second Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by any of the Borrowers under the Credit Agreement, under this Waiver Second Amendment or under any other Loan Document. (h) The Administrative Agent shall have received such documentation and Amendment duly executed information as is reasonably requested by any Lender about the Loan Parties, the Agent, Borrowers and the Required Banks. There shall be delivered to Subsidiary Guarantors in respect of applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:USA PATRIOT Act.

Conditions of Effectiveness. The effectiveness of this Waiver and Amendment is expressly conditioned upon shall be subject to the occurrence and completion of all satisfaction of the following: The representations following conditions precedent: (a) Agent shall have received: (i) this Amendment, executed by Agent, the Lenders and warranties ▇▇▇▇▇▇▇▇; ACTIVE/129357222 (ii) certified copy of resolutions of ▇▇▇▇▇▇▇▇’s board of directors evidencing approval of the Bridge Loan Parties contained in Section 6 Advances and other transactions evidenced by this Amendment; (iii) an Advance Request for the Tranche II Advance made on the Second Amendment Effective Date, duly executed by ▇▇▇▇▇▇▇▇’s Chief Executive Officer or Chief Operating Officer; (iv) a current completed certificate entitled “Perfection Certificate” delivered by Borrower to Agent, signed by ▇▇▇▇▇▇▇▇ (the “Updated Perfection Certificate”); (v) certified copies of the Credit Agreement Certificate of Incorporation and the Bylaws, as amended (if applicable) through the Second Amendment Effective Date, of Borrower; (vi) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the other Loan Documents failure to be qualified would have a Material Adverse Effect; (b) Borrower shall be true and correct on the date hereof with the same effect as though such representations and warranties had been made on and as of such date have paid: (except representations and warranties which relate solely to an earlier date or timei) a non-refundable amendment fee, which representations and warranties shall be true and correct on and fully earned as of the specific dates or times referred Second Amendment Effective Date, in an amount equal to thereinOne Hundred Fifty Thousand Dollars ($150,000); (ii) the Facility Charge, the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery applicable to the Agent of this Waiver and AmendmentTranche II Advance made on the Second Amendment Effective Date, the Loan Parties shall be deemed in an amount equal to have certified the accuracy of Fifty Thousand Dollars ($50,000); and (iii) all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, invoiced costs expenses and disbursements due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth then due in accordance with Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to the Agent. The Agent shall have received counterparts of this Waiver and Amendment duly executed by the Loan Parties, the Agent, and the Required Banks. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:6(d).

Conditions of Effectiveness. The effectiveness of this Waiver and Amendment is expressly conditioned upon Agreement shall be subject to the occurrence and completion satisfaction of all each of the following: The following conditions precedent (the first date on which all such conditions shall be satisfied or waived, the “Effective Date”): (a) the Administrative Agent shall have received from Holdings, each Borrower and each of the Required Lenders a duly executed original (or, if elected by the Administrative Agent, an executed facsimile or PDF followed promptly by an executed original) counterpart of this Agreement; (b) the Administrative Agent shall have received from each Guarantor party thereto a duly executed original (or, if elected by the Administrative Agent, an executed facsimile or PDF followed promptly by an executed original) signature page to the Guarantor Acknowledgment and Consent attached hereto as Exhibit A; (c) the Administrative Agent shall have received from the Borrowers an amendment fee equal to 0.25% of the aggregate amount of the Term Commitments and Revolving Commitments of each of the Required Lenders that has executed this Agreement, which fee will be allocated by the Administrative Agent to such Required Lenders on a pro rata basis in accordance with the respective Commitments of such Required Lenders. Such amendment fee shall be fully earned on the date paid and shall not be refundable for any reason; (d) the Borrowers shall have paid all costs and expenses of the Administrative Agent then due in accordance with Section 5(c) hereof and Section 10.5 of the Credit Agreement, to the extent such costs and expenses have been invoiced to the Borrower prior to the Effective Date; and (e) on the Effective Date, after giving effect to this Agreement, (i) the representations and warranties of the Loan Parties contained in Section 6 4 of the Credit this Agreement and in the other Loan Documents shall be true and correct on the date hereof with the same effect as though such representations correct; and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date ii) no Default or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to the Agent. The Agent shall have received counterparts of this Waiver and Amendment duly executed by the Loan Parties, the Agent, and the Required Banks. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:continuing.

Conditions of Effectiveness. (a) The effectiveness Agreement shall become effective as of this Waiver and the Amendment is expressly conditioned No. Five Effective Date upon the occurrence and completion satisfaction of all of the following: The representations and warranties following conditions: (i) Borrowers shall have delivered to Administrative Agent an original (or executed faxed or electronic copy) of this Agreement, duly executed by each of the Loan Parties contained Parties; (ii) Parent shall have delivered to Administrative Agent an original (or executed faxed or electronic copy) of the Ratification attached to this Amendment, duly executed by P▇▇▇▇▇; (iii) Borrowers shall have established the Pledged Account at Truist Bank and funded such account with a cash deposit equal to the outstanding principal balance of the GARJA Loan in such principal amount as provided in Section 6 2(a), and an Account Escrow Agreement shall be in effect in form and content acceptable to the Administrative Agent with regard to such Pledged Account; and (iv) the receipt by Administrative Agent of the Credit payment, in immediately available funds, of all reasonable out-of-pocket fees, costs, charges and expenses incurred by Administrative Agent in connection with the preparation, execution and delivery of this Agreement or any of the transactions arising hereunder or otherwise related hereto or referred to herein, including any actual out-of-pocket costs, 4875-5952-5200 v15 expenses, charges or expenses of Administrative Agent and the reasonable fees, charges and disbursements of counsel for Administrative Agent. (b) The parties hereto specifically acknowledge and agree that: (i) the execution and delivery of this Agreement shall not be deemed to create a course of dealing or otherwise obligate Administrative Agent or Lenders to execute similar agreements under the same, similar or different circumstances in the future; and (ii) neither Administrative Agent nor any Lender has any obligation to further amend provisions of, or waive compliance with or consent to a departure from the requirements of, the Existing Loan Agreement or any of the other Loan Documents. Except as expressly amended pursuant hereto, the Existing Loan Agreement and in each of the other Loan Documents shall be true remain unchanged and correct on in full force and effect and are hereby ratified and confirmed in all respects, and the date hereof with Collateral described in the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely Loan Documents shall continue to an earlier date or time, which representations and warranties shall be true and correct on and as secure the Obligations. Each of the specific dates or times referred to therein), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery Guarantors party hereto: (i) specifically consents to the Agent terms of this Waiver Agreement; (ii) reaffirms its obligations under its Guaranty and Amendment, under all other Loan Documents to which it is a party; (iii) reaffirms the Loan Parties shall be deemed to have certified the accuracy waivers of all each and every one of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable defenses to the Agent and any Bank such obligations as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver such Guaranty and Amendmenteach such other Loan Document; and All legal details (iv) reaffirms that its obligations under such Guaranty and proceedings in connection with each such other Loan Document are separate and distinct from the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to the Agent. The Agent shall have received counterparts obligations of this Waiver and Amendment duly executed by any other party under the Loan Parties, the Agent, and the Required Banks. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:Documents.

Conditions of Effectiveness. The effectiveness This Amendment (other than Sections 1 and 2) shall become effective as of the first date on which the Agent shall have received counterparts of this Waiver Amendment executed by the Borrower and Amendment is expressly conditioned upon the occurrence and completion of all Required Lenders or, as to any of the following: Lenders, advice satisfactory to the Agent that such Lender has executed this Amendment. Sections 1 and 2 of this Amendment shall become effective on the first date (the “Effective Date”) on which, and only if, each of the following conditions precedent shall have been satisfied: (a) The Agent shall have received counterparts of this Amendment executed by the Borrower and the Required Lenders or, as to any of the Lenders, advice satisfactory to the Agent that such Lender has executed this Amendment. (b) The Agent shall have received the Consent attached hereto executed by the Borrower and each of the other Loan Parties. (c) The representations and warranties contained in each of the Loan Parties contained in Section 6 of the Credit Agreement and in the other Loan Documents shall be true correct in all material respects on and correct on as of the date hereof with the same Effective Date, after giving effect to this Amendment, as though such representations and warranties had been made on and as of such date (except representations (i) for any such representation and warranties warranty that, by its terms, refers to a specific date other than the Effective Date, in which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and case as of such specific date, and (ii) that the specific dates or times financial statements of the Borrower referred to therein), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event in Section 4.01(f) of Default or Potential Default under the Credit Agreement shall be deemed to refer to the financial statements most recently delivered to the Agent and the Lender Parties pursuant to Sections 5.03(b), 5.03(c) and 5.03(d), respectively, on or prior to the Effective Date). (d) No event shall have occurred and be continuing or shall exist, except result from the effectiveness of this Amendment that constitutes a Default (other than as expressly specifically waived by this Waiver and Amendment. By execution and delivery pursuant to Section 2 hereof). (e) The Borrower shall have paid to the Agent all accrued fees and expenses of counsel to the Agent and local counsel to the Lender Parties. The effectiveness of this Waiver and Amendment, the Loan Parties shall be deemed to have certified Amendment is further conditioned upon the accuracy of all of the factual matters in this described herein. This Amendment is subject to the provisions of Section F.1; Receipt by the Agent on behalf 8.01 of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to the Agent. The Agent shall have received counterparts of this Waiver and Amendment duly executed by the Loan Parties, the Agent, and the Required Banks. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:Credit Agreement.

Conditions of Effectiveness. The effectiveness of this Waiver and This Amendment is expressly conditioned shall become effective upon the occurrence and completion satisfaction of all of the following: The following conditions precedent or waiver thereof by P▇▇▇▇▇▇▇▇ and in reliance on the representations and warranties set forth in Section 20 hereof (such date, the “Second Amendment Effective Date”): 17.1 Purchaser shall have received a copy of this Amendment duly executed and delivered by the Loan Parties Company, as issuer, certain of its Subsidiaries, as Guarantors, the Collateral Agent and Purchaser; 17.2 Purchaser shall have received a certification from each Note Party that the representations and warranties contained in Section 6 of this Amendment, in the Credit Existing Agreement and in the other Loan Note Documents shall be are true and correct in all material respects on and as of the date hereof with Second Amendment Effective Date to the same effect extent as though such representations and warranties had been made on and as of that date, except to the extent such date (except representations and warranties which specifically relate solely to an earlier date or timedate, in which case such representations and warranties shall be have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not apply to any representations and warranties to the specific dates extent already qualified or times referred modified by materiality or similar concept in the text thereof; 17.3 Both before and after giving effect to therein)this Amendment, the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Default or Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or continuing; 17.4 The Note Parties shall exist, except as expressly waived by this Waiver have paid all outstanding costs and Amendment. By execution expenses owed to Purchaser and delivery the Collateral Agent pursuant to Section 10.2 of the Existing Appendix to the Agent of this Waiver and Amendment, Existing Agreement; 17.5 Purchaser shall have received a Solvency Certificate from the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank Company dated as of the date hereof Second Amendment Effective Date and for all feesaddressed to Purchaser, costsand in form, expenses scope and disbursements in connection substance reasonably satisfactory to Purchaser, with this Waiver appropriate attachments and Amendment, including, without limitation, demonstrating that after giving effect to the fees and expenses set forth in Section E consummation of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver Amendment to be consummated on the Second Amendment Effective Date, the Company and its Subsidiaries each is and will be Solvent; 17.6 The Purchaser shall have received in respect of each Note Party (i) sufficient copies of each Organizational Document, in each case certified by an Authorized Officer of such Note Party as of the Second Amendment shall Effective Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of such Note Party executing this Amendment to which it is a party; (iii) resolutions of the Board of Directors of each Note Party approving and authorizing the execution, delivery and performance of this Amendment to which it is a party or by which it or its assets may be bound as of the Second Amendment Effective Date, certified as of the Second Amendment Effective Date by an appropriate Authorized Officer as being in form an substance satisfactory full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of such Note Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Agent. The Second Amendment Effective Date; and (v) such other documents as the Purchaser may reasonably request; and 17.7 Purchaser and the Collateral Agent shall have received counterparts of all other information with respect to this Waiver and Amendment duly executed by the Loan PartiesAmendment, the Existing Agreement or any other Note Documents as reasonably requested by Purchaser or the Collateral Agent, and the Required Banks. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:respectively.

Conditions of Effectiveness. This Amendment shall become effective as of the first date (the "Amendment No. 4 Effective Date") on which each of the following conditions precedent shall have been satisfied: (a) The effectiveness Administrative Agent shall have received (i) counterparts of this Waiver Amendment executed by the Borrower and Amendment is expressly conditioned upon the occurrence and completion of all Lenders or, as to any of the Lender Parties, advice satisfactory to the Administrative Agent that such Lender Party has executed this Amendment and (ii) the Consent attached hereto executed by each of the parties thereto. (b) The Administrative Agent shall have received on or before the Amendment No. 4 Effective Date the following: , each dated such date (unless otherwise specified), in form and substance satisfactory to the Lenders (unless otherwise specified) and in sufficient copies for each Lender Party: (i) Certified copies of (A) the resolutions of the Board of Directors of (1) the Borrower approving this Amendment and the matters contemplated hereby and thereby and (2) each other Loan Party evidencing approval of the Consent and the matters contemplated hereby and thereby and (B) all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to this Amendment, the Consent and the matters contemplated hereby and thereby. (ii) A certificate of the Borrower and each other Loan Party, in each case signed on behalf of such Loan Party by its President or a Vice President and its Secretary or any Assistant Secretary, dated the Amendment No. 4 Effective Date (the statements made in which certificate shall be true on and as of the Amendment No. 4 Effective Date), certifying as to (A) the absence of any amendments to the charter of such Loan Party since the date of the Secretary of State's certificate referred to in Section 3.01(k)(iii) of the Credit Agreement, or any steps taken by the board of directors (or persons performing similar functions) or the shareholders of such Loan Party to effect or authorize any further amendment, supplement or other modification thereto; (B) the accuracy and completeness of the bylaws 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 Loan Party referred to in Section 2(b)(i) hereof were adopted and on the Amendment No. 4 Effective Date (a copy of which, if different from the bylaws of such Loan Party delivered to the Lender Parties on the date of the Initial Extension of Credit, shall be attached to such certificate); (C) the due incorporation and good standing of such Loan Party as a corporation organized under the laws of the jurisdiction of its incorporation, and the absence of any proceeding (either pending or contemplated) for the dissolution, liquidation or other termination of the existence of such Loan Party or any of its Subsidiaries; (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 No. 4 Effective Date (other than any such representations or warranties that, by their terms, refer to a specific date other than the Amendment No. 4 Effective Date, in which case as of such specific date); and (E) the absence of any event occurring and continuing that would constitute a Default. (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) Such financial, business and other information regarding the Borrower and the Loan Parties and their respective property, assets and businesses as the Administrative Agent or the Lender Parties shall have requested. (v) A favorable opinion of Dinsmore & Shohl LLP, counsel for the Borrower and th▇ ▇▇▇▇▇ Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent. (vi) Such other opinions, certificates, documents and information as the Administrative Agent or the Lenders may reasonably request. (c) The representations and warranties contained in each of the Loan Parties contained in Section 6 of the Credit Agreement and in the other Loan Documents shall be true correct in all material respects on and correct on as of the date hereof with the same effect Amendment No. 4 Effective Date, as though such representations and warranties had been made on and as of such date (except other than any such representations and or warranties that, by their terms, refer to a specific date other than the Amendment No. 4 Effective Date, in which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and case as of the such specific dates or times referred to thereindate), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement . (d) No event shall have occurred and be continuing or that constitutes a Default. (e) All of the accrued fees and expenses of the Administrative Agent and the Lender Parties (including the accrued fees and expenses of counsel for the Administrative Agent) shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery have been paid in full. (f) The Borrower shall have paid to the Administrative Agent, for the ratable account of each Lender and to be held in escrow and disbursed by the Administrative Agent in accordance with Section 4 of this Waiver and Amendment, an extension fee (the Loan Parties shall be deemed to have certified "Extension Fee") of 1% on the aggregate Term B Commitment, Term C Commitment and Working Capital Commitment of such Lender. The effectiveness of this Amendment is further conditioned upon the accuracy of all of the factual matters in described herein. This Amendment is subject to the provisions of Section 8.01 of the Credit Agreement, except that no amendment or waiver of any provision of this Section F.1; Receipt 2, nor consent to any departure by the Agent on behalf of Borrower therefrom, shall in any event be effective unless the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment same shall be in form an substance satisfactory to the Agent. The Agent shall have received counterparts of this Waiver and Amendment duly executed by the Loan Parties, the Agent, and the Required Banks. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof writing and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:Lenders.

Conditions of Effectiveness. The effectiveness of Section 2 of this Waiver and Amendment is expressly conditioned upon the occurrence and completion of all shall be subject to Agent’s receipt of the following: following documents, in form and substance satisfactory to Agent, or, as applicable, the following conditions being met: (a) this Amendment, executed by Agent, each ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇; (b) a duly executed certificate of an officer of Borrower certifying and attaching copies of (A) the certificate of formation, certified as of a recent date by the jurisdiction of organization of Borrower and as in effect as of the Amendment Effective Date or certifying that there has been no change since the certificate of formation previously delivered to Agent; (B) the bylaws, operating agreement or similar governing document of Borrower, as in effect as of the Amendment Effective Date or certifying that there has been no change since the bylaws previously delivered to Agent; (C) resolutions of Borrower’s Board evidencing approval of this Amendment, as such resolutions remain in full force and effect as of the Amendment Effective Date; and (D) a schedule setting forth the name, title and specimen signature of officers or other authorized signers on behalf of Borrower or certifying that there has been no change since such schedule previously delivered to Agent; (c) [reserved]; (d) a certificate of good standing for Borrower from its jurisdiction of organization; (e) such other documents as Agent may reasonably request; (f) a facility charge of Three Hundred Fifty Thousand Dollars ($350,000) with respect to 0.50% of the Tranche 1 Commitment Amount, 0.25% of the Tranche 2 Commitment Amount and 0.25% of the Tranche 3 Commitment Amount payable to Agent on behalf of the Lenders on the date hereof; (g) an amendment fee equal to $75,000 payable to the Agent on behalf of the Lenders on the date hereof. If the due date of such fee would otherwise fall on a day that is not a Business Day (the “Amendment Fee Due Date”), such fee shall be considered paid on the Amendment Fee Due Date, if received on the next succeeding Business Day; (h) Borrower shall have paid (i) all invoiced costs and expenses then due in accordance with Section 8(e), and (ii) all other fees, costs and expenses, if any, due and payable as of the Amendment Effective Date under the Loan Agreement; and (i) Borrower shall have delivered a duly executed certificate of Borrower certifying that, on the Amendment Effective Date, after giving effect to the amendment of the Existing Loan Agreement contemplated hereby: (i) The representations and warranties of the Loan Parties contained in Section 6 of the Credit Agreement and in the other Loan Documents 4 shall be true and correct in all material respects on and as of the date hereof with the same effect Amendment Effective Date as though such representations and warranties had been made on and as of such date (date, except to the extent such representations and warranties which expressly relate solely to an earlier date or timedate, which representations and warranties shall be true and correct on and as without duplication of the specific dates or times referred to any materiality standard set forth therein), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and ; and (ii) There exist no Event Events of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection events that with the transactions contemplated by this Waiver and Amendment shall be passage of time would result in form an substance satisfactory to the Agent. The Agent shall have received counterparts Event of this Waiver and Amendment duly executed by the Loan Parties, the Agent, and the Required Banks. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:Default.

Conditions of Effectiveness. 3.1 The effectiveness limited consent set forth in Article I of this Waiver and Amendment is expressly conditioned upon the occurrence and completion of all shall become effective as of the following: date (the “Consent Effective Date”) when, and only when, each of the following conditions precedent shall have been satisfied: (a) The Administrative Agent shall have received a counterpart of this Amendment executed and delivered by the Borrowers, the Administrative Agent and the Required Lenders (with ten counterparts to be delivered after the Consent Effective Date). (b) The representations and warranties of the Loan Parties Borrowers contained in Section 6 of the Existing Credit Agreement and in the other Loan Credit Documents shall be are true and correct on in all material respects as of the date hereof Consent Effective Date, with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which unless stated to relate solely to an earlier date or timedate, in which case such representations and warranties shall be true and correct on and in all material respects as of such earlier date). (c) An amendment to the specific dates or times referred to therein)Harbor Point Credit Agreement in substantially the same form as this Amendment has been executed and delivered by Harbor Point, Harbor Point Re, Harbor Point U.S. Holdings, Inc., HPRe US, the Loan Parties Administrative Agent and the Required Lenders (as defined in the Harbor Point Credit Agreement) and the conditions precedent set forth in Section 3.1 thereof shall have performed and complied with all covenants and conditions thereof, and no been satisfied. (d) No Default or Event of Default or Potential Default under the Credit Agreement shall have has occurred and be is continuing or shall exist, except as expressly waived by this Waiver and Amendment. By will result from the execution and delivery to the Agent or effectiveness of Article I of this Waiver and AmendmentAmendment or the Amalgamation Agreement. (e) There has not occurred since December 31, 2009 any Material Adverse Effect (as defined in the Loan Parties Existing Credit Agreement). 3.2 The amendments set forth in Article II of this Amendment shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank become effective as of the date hereof (the “Third Amendment Effective Date”) when, and for all feesonly when, costseach of the following conditions precedent shall have been satisfied or waived: (a) The Administrative Agent shall have received the following (in such number as the Administrative Agent may deem appropriate): (i) A Guaranty in substantially the form of Annex C to this Amendment executed and delivered by each of Max Capital, expenses the Amalgamated Company, and, if required by the Administrative Agent in its sole discretion, Harbor Point and disbursements in connection with this Waiver and AmendmentAmalco Sub, pursuant to which such Person guarantees the Obligations of the Borrowers under the Credit Agreement; (ii) Legal opinions of counsel to the Credit Parties (including, without limitation, opinions of New York and Bermuda counsel) as may be reasonably requested by the Administrative Agent; (iii) A certificate of an Executive Officer of each Borrower certifying that after giving effect to the amendments in Article II and filing of the Amalgamation Agreement: (A) No Default or Event of Default has occurred and is continuing or will result from the execution and delivery or effectiveness of the amendments set forth herein or the Amalgamation; (B) The representations and warranties of the Credit Parties (other than Sections 4.3 and 4.12, in each case, with respect to Harbor Point) contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects as of the Third Amendment Effective Date, with the same effect as though made on such date (unless stated to relate solely 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); (C) There are no material insurance regulatory proceedings pending or, to the knowledge of such Executive Officer, threatened against Max Capital, the Amalgamated Company or any Insurance Subsidiary in any jurisdiction; and (D) There has not occurred since December 31, 2009 (x) any Material Adverse Effect described in clauses (b) or (c) of the definition thereof in the Existing Credit Agreement after giving effect to the amendment to such definition contained in this Amendment or (y) any Material Adverse Effect (as defined in Section 8.13 of the Amalgamation Agreement) on Max Capital and its Subsidiaries (after giving effect to the Amalgamation). (iv) A certificate of the secretary or an assistant secretary of each Credit Party (other than the Amalgamated Company), in form and substance reasonably satisfactory to the Administrative Agent, certifying (A) that attached thereto is a true and complete copy of the certificate of incorporation, memorandum of association (or another similar governing document) and all amendments thereto of such Credit Party, certified as of a recent date by the Registrar of Companies for the Bermuda Ministry of Finance, and that the same has not been amended since the date of such certification, (B) that attached thereto is a true and complete copy of the Bye-laws or similar governing document of such Credit Party, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (C) below were adopted to and including the date of such certificate, and (C) 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 the Credit Documents (and, if applicable, the Amalgamation Agreement) to which such Credit Party is or becomes a party, and (D) as to the incumbency and genuineness of the signature of each officer of such Credit Party executing any such Credit Documents, and attaching all such copies of the documents described above; (v) A certificate of the secretary or an assistant secretary of the Amalgamated Company, in form and substance reasonably satisfactory to the Administrative Agent, certifying (A) that attached thereto is a true and complete copy of the application for registration of an amalgamated company and resulting memorandum of association of the Amalgamated Company and that the same has been presented for filing with the Registrar of Companies for the Bermuda Ministry of Finance, (B) that attached thereto is a true and complete copy of the Bye-laws or similar governing document of the Amalgamated Company then in effect and as in effect at all times from the date on which the resolutions referred to in clause (C) below were adopted to and including the date of such certificate, and (C) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of the Amalgamated Company authorizing the execution, delivery of the Guaranty and the performance of the Guaranty, and the other Credit Documents to which it is a party, and (D) as to the incumbency and genuineness of the signature of each officer of the Amalgamated Company executing the Guaranty or any of the other Credit Documents, and attaching all such copies of the documents described above; (vi) If there has been a material change from the Pro Forma Financial Statements delivered to the Lenders prior to the date of this Amendment, an update of such Pro Forma Financial Statements; (vii) A Compliance Certificate executed by Max Capital calculated on a pro forma basis as of the date of the most recent year to date update of the Pro Forma Financial Statements after giving effect to the Amalgamation and this Amendment and certifying as to the Parent Debt Rating; (viii) A Borrowing Base Certificate executed by Max Bermuda calculated as of the close of business one Business Day prior to the Third Amendment Effective Date giving effect to the Amendments; (ix) The investment guidelines for Max Capital and its Subsidiaries which will be in effect on the Amalgamation Date; (x) Satisfactory confirmation from A.M. Best Company, Inc. that the current Financial Strength Rating of Max Bermuda and Harbor Point Re is “A-” (stable) or better (even if such Financial Strength Rating is different than the Financial Strength Rating, if any, required under the Amalgamation Agreement); and (xi) True, complete and correct copies of the Amalgamation Agreement which shall be in full force and effect and shall not have been amended in a manner that is materially adverse to the Lenders since the Consent Effective Date (except for such amendments as have been approved by the Administrative Agent (with the consent of the Required Lenders)) and, to the extent not included as Exhibits to the Amalgamation Agreement, the other material documents required to be executed in connection with the Closing (as defined in the Amalgamation Agreement). (b) All approvals, permits and consents of any Governmental Authorities (including, without limitation, all relevant Insurance Regulatory Authorities) in each jurisdiction where any of Max Capital, Amalco Sub, Harbor Point, Harbor Point Re, HPRe US or Max Bermuda underwrite or engage in material business or of other Persons (the failure of which to obtain would reasonably likely be materially detrimental to the Credit Parties or the Lenders), if any, required to be obtained prior to the Closing (as defined in the Amalgamation Agreement) in connection with the execution and delivery of the Amalgamation Agreement, this Amendment (including the effectiveness of the amendments herein) and the other Credit Documents and the consummation of the transactions contemplated hereby and thereby shall have been obtained (without the imposition of restrictions or conditions that are materially adverse to the Administrative Agent, the Fronting Bank or the Lenders with respect to the transactions contemplated hereby), and all related filings, if any, shall have been made, and all such approvals, permits, consents and filings shall be in full force and effect and the Administrative Agent shall have received such copies thereof as it shall have reasonably requested; all applicable waiting periods shall have expired or terminated, and no order, injunction or decree shall have been entered by, any Governmental Authority, in each case to enjoin, restrain, restrict, set aside or prohibit, or impose materially adverse conditions upon, the Amalgamation, this Amendment or any of the other Credit Documents or the consummation of the transactions contemplated hereby or thereby that, in any case, would or would reasonably be expected to have a Material Adverse Effect described in clauses (b) or (c) of the definition thereof in the Existing Credit Agreement after giving effect to the amendment to such definition contained in this Amendment or any Regulatory Material Adverse Effect (as defined in the Amalgamation Agreement). (c) All conditions precedent to the Effective Time (as defined in the Amalgamation Agreement) shall have been satisfied or otherwise waived (with the approval of the Administrative Agent, it being agreed that a change to the Financial Strength Rating condition precedent in the Amalgamation Agreement shall not require the consent of the Administrative Agent), all necessary filings in connection therewith shall have been made, and the Third Amendment Effective Date will be the same as the Amalgamation Date. (d) The “First Amendment Effective Date” under the Harbor Point Credit Agreement will occur concurrently with the Third Amendment Effective Date hereunder and either (x) no amendments to other credit facilities of Harbor Point and its Subsidiaries or Max Capital and its Subsidiaries, as applicable, shall be necessary in connection with the consummation of the Amalgamation or (y) if any such amendments are required, such amendments are, or concurrently with the Third Amendment Effective Date will become, effective. (e) The Credit Parties shall have provided the Administrative Agent and the Lenders with all necessary information, documents and certificates as the Administrative Agent and the Lenders may reasonably request in order to comply with the Patriot Act and related “Know Your Customer” rules and regulations. (f) There has not occurred since December 31, 2009 (i) any Material Adverse Effect described in clauses (b) or (c) of the definition thereof in the Existing Credit Agreement after giving effect to the amendment to such definition contained in this Amendment or (ii) any Material Adverse Effect (as defined in Section 8.13 of the Amalgamation Agreement) on Max Capital and its Subsidiaries (after giving effect to the Amalgamation). (g) The representations and warranties of the Credit Parties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects as of the Third Amendment Effective Date, with the same effect as though made on such date (unless stated to relate solely 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). (h) No Default or Event of Default has occurred and is continuing or will result from the effectiveness of the Amendments in Article II hereof or the Amalgamation Agreement. (i) All fees and reasonable out-of-pocket expenses of the Administrative Agent and the Arranger (including, without limitation, reasonable and documented legal fees and expenses set forth invoiced prior to such date) in Section E connection with the Third Amendment Effective Date shall have been paid. (j) A letter from the process agent agreeing to the service of this Waiver process terms of each Guaranty or other Credit Document requiring the same. (k) Such other documents, certificates, opinions and Amendment; and All legal details and proceedings instruments in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to hereby as the Agent. The Administrative Agent shall have received counterparts of this Waiver and Amendment duly executed by the Loan Parties, the Agent, and the Required Banks. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:reasonably requested.

Conditions of Effectiveness. The effectiveness of this Waiver and Amendment (the “Amendment No. 2 Effective Date”) is expressly conditioned upon subject to the occurrence and completion of all satisfaction of the following: following conditions precedent: (a) The representations and warranties of the Loan Parties contained in Section 6 of the Credit Agreement and in the other Loan Documents shall be true and correct on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to the Agent. The Administrative Agent shall have received counterparts of this Waiver and Amendment duly executed by each Loan Party, each Lender, the Issuing Bank, the Swingline Lender and the Administrative Agent. (b) The Administrative Agent shall have received (i) a certificate of each Loan Party, dated as of the Amendment No. 2 Effective Date and executed by a Responsible Officer, which shall (A) certify the resolutions of its Board of Directors, members or other governing body authorizing the execution, delivery and performance of this Amendment, the Amended Credit Agreement and the other Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the officers of such Loan Party authorized to sign this Amendment and the other Loan Documents to which it is a party and (C) attach the charter, articles or certificate of organization or incorporation of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its bylaws or operating, management or partnership agreement, or other equivalent organizational or governing documents, and (ii) a good standing certificate for each Loan Party from its jurisdiction of organization. (c) The Administrative Agent shall have received from the Borrower a certificate signed by a Responsible Officer of the Borrower and dated as of the Amendment No. 2 Effective Date (i) certifying that, before and after giving effect (including giving effect on a pro forma basis) to the transactions contemplated by this Amendment, (A) the representations and warranties contained in Article III of the Amended Credit Agreement and the other Loan Documents are true and correct in all material respects (or in all respects in the case of any representation and warranty qualified by materiality or Material Adverse Effect) with the same effect as though made on and as of the date hereof (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date is true and correct in all material respects (or in all respects in the case of any representation and warranty qualified by materiality or Material Adverse Effect) only as of such specified date), (B) no Default or Event of Default exists or would result therefrom, and (C) the Borrower is in compliance (on a pro forma basis) with the covenants contained in Section 6.12 of the Amended Credit Agreement. (d) To the extent requested by any Lender, at least five (5) days prior to the Amendment No. 2 Effective Date, (i) the Administrative Agent and Lenders shall have received (x) all documentation and other information regarding the Loan Parties requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, to the extent requested in writing of the Borrower at least ten (10) days prior to the Amendment No. 2 Effective Date and (y) a properly completed and signed IRS Form W-8 or W-9, as applicable, for each Loan Party 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 ten (10) days prior to the Amendment No. 2 Effective Date, 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, the condition set forth in this clause (ii) shall be deemed to be satisfied). (e) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment No. 2 Effective Date), which opinion shall be substantially consistent with the opinion delivered at the original closing of the Existing Credit Agreement, in addition to covering such other matters relating to the Loan Parties, the AgentAmended Credit Agreement, this Amendment and the Required Bankstransactions contemplated hereby as the Administrative Agent shall reasonably request. There The Borrower hereby requests such counsel to deliver such opinions. (f) The Administrative Agent shall be delivered to the Agent have received payment of its reasonable and documented out-of-pocket expenses (including reasonable out-of-pocket fees and expenses of counsel for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:Administrative Agent) in connection with this Amendment.

Conditions of Effectiveness. The effectiveness This Amendment shall become effective as of the date hereof when, and only when (a) the Administrative Agent shall have received (i) counterparts of this Waiver Amendment executed by the Borrower, the Administrative Agent and Amendment is expressly conditioned upon the occurrence and completion of all Required Lenders or, as to any of the following: The Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment, (ii) favorable opinions of Shearman & Sterling LLP, special counsel to the Loan Parties, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq., Senior Vice President and General Counsel of the Borrower, each in form and substance reasonably satisfactory to the Administrative Agent and addressed to the Administrative Agent and each Lender and (iii) a certificate signed by a Responsible Officer of the Borrower certifying that (A) the representations and warranties of the Loan Parties Borrower contained in Section 6 of the Credit Agreement and in the other Loan Documents shall be true and correct on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be this Amendment are true and correct on and as of the specific dates or times referred effective date of this Amendment and (B) after giving effect to therein)this Amendment, the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or as of such date, and (b) the Borrower shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery have paid to the Administrative Agent for the account of each Lender that executed and delivered this Waiver and AmendmentAmendment on or before August 27, 2004 to the Loan Parties shall be deemed Administrative Agent a non-refundable fee equal to have certified the accuracy of all 0.50% of the matters in this Section F.1; Receipt by the Agent on behalf outstanding principal amount of the Banks Loans of all fees, costs expenses and disbursements due and payable to the Agent and any Bank such Lender as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to the Agent. The Agent shall have received counterparts of this Waiver and Amendment duly executed by the Loan Parties, the Agentsuch date, and the Required BanksAdministrative Agent shall distribute to such Lender its respective fee no later than two Business Days immediately succeeding the date of receipt thereof by the Administrative Agent. There shall be delivered This Amendment is subject to the Agent for the benefit provisions of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each Section 10.01 of the Loan Parties, certifying as appropriate as to:Credit Agreement.

Conditions of Effectiveness. The effectiveness of Section 2 of this Waiver and Amendment is expressly conditioned upon the occurrence and completion of all shall be subject to Agent’s receipt of the following: following documents, in form and substance satisfactory to Agent, or, as applicable, the following conditions being met: (a) this Amendment, executed by Agent, each ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇; (b) a duly executed certificate of an officer of Borrower certifying and attaching copies of (A) the certificate of formation, certified as of a recent date by the jurisdiction of organization of Borrower and as in effect as of the Amendment Effective Date; (B) the bylaws, operating agreement or similar governing document of Borrower, as in effect as of the Amendment Effective Date; (C) resolutions of Borrower’s Board evidencing approval of this Amendment, as such resolutions remain in full force and effect as of the Amendment Effective Date; and (D) a schedule setting forth the name, title and specimen signature of officers or other authorized signers on behalf of ▇▇▇▇▇▇▇▇; (c) a perfection certificate, executed by ▇▇▇▇▇▇▇▇, in form and substance reasonably satisfactory to Agent; (d) a certificate of good standing for Borrower from its jurisdiction of organization; (e) such other documents as Agent may reasonably request; (f) an amended and restated pledge agreement, executed by Agent, ▇▇▇▇▇▇▇▇ and acknowledged by ▇▇▇▇▇▇▇▇’s subsidiaries party thereto; (g) evidence, satisfactory to Agent in its sole discretion, of the effectiveness of that certain Collaboration and License Agreement, dated as of September 24, 2021 (the “Incyte Collaboration Agreement”), by and between Borrower and Incyte Corporation, a Delaware corporation (“Incyte”); (h) evidence, satisfactory to Agent in its sole discretion, that ▇▇▇▇▇▇▇▇ has received the initial license fee from Incyte pursuant to Section 8.1(a) of the Incyte Collaboration Agreement; (i) Borrower shall have paid (i) all invoiced costs and expenses then due in accordance with Section 5(e), and (ii) all other fees, costs and expenses, if any, due and payable as of the Amendment Effective Date under the Loan Agreement; and (j) On the Amendment Effective Date, after giving effect to the amendment of the Existing Loan Agreement contemplated hereby: (i) The representations and warranties of the Loan Parties contained in Section 6 of the Credit Agreement and in the other Loan Documents shall be true and correct on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties 4 shall be true and correct on and as of the specific dates or times referred Amendment Effective Date as though made on and as of such date, except to therein)the extent such representations and warranties expressly relate to an earlier date, after giving effect in all cases to any standard(s) of materiality contained in the Loan Parties shall have performed Agreement as to such representations and complied with all covenants and conditions thereof, and warranties; and (ii) There exist no Event Events of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection events that with the transactions contemplated by this Waiver and Amendment shall be passage of time would result in form an substance satisfactory to the Agent. The Agent shall have received counterparts Event of this Waiver and Amendment duly executed by the Loan Parties, the Agent, and the Required Banks. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:Default.

Conditions of Effectiveness. The effectiveness of this Waiver and Amendment (the “Amendment No. 1 Effective Date”) is expressly conditioned upon subject to the occurrence and completion of all satisfaction of the following: following conditions precedent: (a) The representations and warranties of the Loan Parties contained in Section 6 of the Credit Agreement and in the other Loan Documents shall be true and correct on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to the Agent. The Administrative Agent shall have received counterparts of (i) this Waiver and Amendment duly executed by the Company, the Subsidiary Guarantors, the Lenders, the Issuing Bank, the Swingline Lender, the Collateral Agent and the Administrative Agent and (ii) the Consent and Reaffirmation attached hereto duly executed by the Subsidiary Guarantors. (b) The Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Amendment No. 1 Effective Date) of (a) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, General Counsel of the Company and (b) ▇▇▇▇▇▇ & Whitney LLP, U.S. counsel to the Loan Parties, in each case, covering such other matters relating to the Loan Parties, the Agent, Loan Documents and this Amendment as the Required BanksAdministrative Agent shall reasonably request. There The Company hereby requests such counsels to deliver such opinions. (c) The Administrative Agent shall be delivered to the Agent for the benefit of each Bank have received (i) a certificate dated the effective date hereof and signed by the Secretary President, a Vice President or an Assistant Secretary a Financial Officer of the Company certifying that, after giving effect to this Amendment, the Company is in compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement and (ii) documents consistent with those delivered on the Effective Date of the Credit Agreement as to the corporate power and authority of the Company in respect of the Credit Agreement after giving effect to this Amendment. (d) The Company shall have paid to the Administrative Agent, for the account of each Lender which delivers its executed signature page hereto by such time as is requested by the Administrative Agent, an extension fee in an amount equal to the amount previously disclosed to the Lenders. (e) The Company shall have paid all fees and expenses of the Administrative Agent and its affiliates (including, to the extent invoiced, reasonable attorneys’ fees and expenses) in connection with this Amendment and the other Loan Parties, certifying as appropriate as to:Documents.

Conditions of Effectiveness. The effectiveness of this Waiver and This Amendment is expressly conditioned upon shall be effective on the occurrence and completion of date on which all of the following: following conditions precedent have been satisfied or waived: (a) The Administrative Agent shall have received (i) counterparts of this Amendment, executed and delivered by a duly authorized officer of the Borrower and each of the Determining Lenders and (ii) counterparts of the Consent attached hereto as Exhibit A, executed and delivered by a duly authorized officer of each applicable Obligor. (b) The Administrative Agent and the Borrower shall have received satisfactory written evidence confirming that Lenders holding at least 30% of the Facility A Term Loan Advances have agreed, subject only to the effectiveness of the Amendment, to convert such Facility A Term Loan Advances to Facility B Term Loan Advances. (c) The Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower, dated as of the Amendment No. 1 Effective Date, certifying that (i) all of the representations and warranties of the Loan Parties contained Obligors set forth in Section 6 each of the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date hereof with the same Amendment No. 1 Effective Date, before and after giving effect to this Amendment, as though such representations and warranties had been made on and as of such date (except representations for any such representation and warranties warranty that, by its terms, refers to a specific date other than the Amendment No. 1 Effective Date, in which relate solely case as of such specific date), (ii) no Default has occurred and is continuing and (iii) no order, judgment, injunction or decree of any Tribunal that purports to an earlier date enjoin or timerestrain any Lender from making Advances exists. (d) The Administrative Agent shall have received a certificate of each Obligor, which representations dated as of the Amendment No. 1 Effective Date, executed by the Secretary or Assistant Secretary of such Obligor, certifying, among other things, (i) a copy of the articles or certificate of incorporation (or other similar organizational documents) of such Obligor certified to be true, complete and warranties shall be correct by the secretary of state of its state of incorporation or organization, (ii) a true and correct on and as copy of the specific dates by-laws, partnership agreement or times referred other similar governance document of such Obligor, as in effect on the Amendment No. 1 Effective Date, (iii) a Home Interiors & Gifts, Inc. Amendment No. 1 to therein)the Amended and Restated Credit Agreement true and correct copy of the resolutions adopted by the Board of Directors (or other similar organizational body) of such Obligor authorizing it to execute, deliver and perform the Loan Parties Obligations contemplated by this Amendment, (iv) an original copy of a certificate of good standing and a certificate of existence for its state of incorporation or organization and each state in which it is qualified to do business, and (v) a certificate of incumbency with respect to each officer executing this Amendment or the Consent hereto. (e) A favorable opinion of Weil Gotshal & Manges LLP, counsel for the Borrower, in the form atta▇▇▇▇ ▇▇▇▇▇▇ as ▇▇▇▇▇▇t B. (f) The Administrative Agent shall have performed received the duly executed Amendment Fee Letter and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement Borrower shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of pay in full all of the matters in this Section F.1; Receipt by accrued fees then due and, to the Agent on behalf extent invoiced, accrued or out of pocket expenses of the Banks of all fees, costs expenses and disbursements due and payable to Administrative Agent whether contained in the Agent and Amendment Fee Letter or any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendmentother Loan Document, including, without limitation, all the fees and expenses set forth in Section E of this Waiver Shearman & Sterling and Amendment; and All legal details and proceedings in connection with Winstead, Sechrest & Minick P.C., counsel for the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to the Agent. The Administrative Agen▇. (▇) ▇he Administrative Agent shall have received counterparts of this Waiver and Amendment duly executed by the Loan Parties, the Agent, and the Required Banks. There shall be delivered an amendment fee payable to the Administrative Agent for the benefit ratable account of each Bank Lender executing this Amendment on or prior to 5:00 p.m. New York City Time on July 24, 2002, in an amount equal to 0.25% of the sum of such Lender's (i) Facility A Term Loan Advances and Facility B Term Loan Advances, in each case, prior to giving effect to any conversion contemplated in this Amendment and (ii) Revolving Credit Commitment. (h) The Administrative Agent shall have received a certificate dated conversion fee payable to the effective date hereof and signed by Administrative Agent for the Secretary or an Assistant Secretary ratable account of each Lender converting a portion of the its respective Facility A Term Loan Parties, certifying as Advances ("Converted Amount") to Facility B Term Loan Advances in an amount of 0.50% of such Lender's Converted Amount. (i) The Administrative Agent shall have received UCC search results from all appropriate as to:jurisdiction where Collateral is located.

Conditions of Effectiveness. This Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which, and only if, each of the following conditions precedent shall have been satisfied: (a) The effectiveness Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent, counterparts of this Waiver and Amendment is expressly conditioned upon the occurrence and completion of all of the following: The representations and warranties executed by each of the Loan Parties contained in Section 6 of the Credit Agreement and in the other Loan Documents shall be true and correct on the date hereof with the same effect as though such representations and warranties had been made on and as of such date those Lenders comprising Required Lenders. (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), the Loan Parties b) The Administrative Agent shall have performed and complied with all covenants and conditions thereofreceived, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an and substance satisfactory to the Administrative Agent. , counterparts of each of the Pledge Agreement, the Security Agreement and the Intercreditor Agreement executed by each of the parties thereto. (c) The Administrative Agent shall be satisfied that all filings necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Pledge Agreement and the Security Agreement will be made promptly following the Amendment Effective Date. (d) The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent, (i) an amendment of the 2019 Term Loan Agreement and (ii) an amendment to the 2016 Term Loan Agreement, in each case modifying the underlying agreement to account for the terms herein and making certain other corresponding modifications. (e) The Administrative Agent shall have received counterparts (i) a certificate signed by a Responsible Officer of this Waiver the Borrower stating that the Mortgages and Amendment duly executed Assignments of Leases on the Initial Mortgaged Properties, in substantially the form attached thereto (the “Approved Real Estate Documents”), have been approved by the Loan PartiesBorrower for release and recording in accordance herewith and (ii) original signature pages for each of the Approved Real Estate Documents which the Agents shall hold in escrow in accordance with this subsection (e). The parties acknowledge and agree that the release from escrow of the original signature pages for the Approved Real Estate Documents shall be in the Agents’ sole discretion and shall not be subject to any condition, the Agentoccurrence or consent, and the Required Banks. There shall be delivered Loan Parties hereby irrevocably authorize the Agents to attach the original signature pages to the applicable Approved Real Estate Documents upon the release thereof from escrow. Notwithstanding the foregoing, the original signature pages shall not be released from escrow and the Approved Real Estate Documents will not be filed or recorded unless and until the Administrative Agent reasonably concludes that the Lenders have completed their required due diligence in respect of the Flood Laws. For the avoidance of doubt, no Lien or security interest provided for in any Approved Real Estate Document is or will be effective until the signature pages are released from escrow and attached thereto. (f) (i) the fees provided for in Section 9(a) and (ii) all of the reasonable out-of-pocket expenses of the Administrative Agent (including the reasonable fees and expenses of counsel for the benefit of each Bank a certificate dated Administrative Agent) due and payable on the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:Amendment Effective Date shall have been paid in full.

Conditions of Effectiveness. The effectiveness of this Waiver and Amendment on the Amendment No. 5 Effective Date is expressly conditioned upon subject to the occurrence and completion of all satisfaction (or waiver by each of the following: The representations and warranties Existing Lenders) of the Loan Parties contained in Section 6 of following conditions precedent: (a) the Credit Agreement and in the other Loan Documents shall be true and correct on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to the Agent. The Administrative Agent shall have received counterparts of this Waiver and Amendment duly executed by the Loan PartiesBorrower, the Guarantors party hereto and each of the Existing Lenders and acknowledged by the Administrative Agent, ; (b) a final order of the Bankruptcy Court pursuant to Section 364 of the Bankruptcy Code approving this Amendment (the “Supplemental Final Order”) (i) shall have been entered by the Bankruptcy Court and the Required Banks. There Borrower shall be have delivered to the Administrative Agent for and the benefit Lenders a true and complete copy of each Bank a certificate dated the effective date hereof such order, and signed by the Secretary (ii) shall be in full force and effect and shall not (in whole or an Assistant Secretary of each in part) have been reversed, modified, amended, stayed, appealed or vacated, or subject to stay pending appeal, or otherwise challenged or subject to any challenge, absent prior written consent of the Loan PartiesJunior DIP Lenders (and (x) with respect to any provisions that affect the rights or duties of the Administrative Agent, certifying the Administrative Agent and (y) with respect to any provisions that affect the rights or duties of the Lenders, the Lenders); and (c) the Borrower shall have paid all invoiced expenses of the Administrative Agent and the Lenders in connection with the Amendment (including, without limitation, to the extent invoiced, reasonable attorneys’ fees and expenses of Holland & Knight LLP, White & Case LLP, GrayRobinson, P.A. and ▇▇▇▇▇, ▇▇▇▇▇▇ & Harcourt LLP), in each case, to the extent reimbursable under the terms of the Credit Agreement, as appropriate as to:amended hereby.

Conditions of Effectiveness. The effectiveness of this Waiver and This Amendment is expressly conditioned shall become effective upon the occurrence and completion of all first date (the “Effective Date”) on which each of the following: following conditions to effectiveness have been satisfied: 4.1 This Amendment shall be signed by the Borrower, the Guarantors, the Agent and the Lenders and delivered to the Agent. 4.2 The representations and warranties Lenders shall have received copies of the Loan Parties contained in Section 6 of Revolving Credit Agreement, an amendment and waiver to the Credit Agreement and in the other Yen Loan Documents and all agreements and documents executed in connection therewith, and all such amendments and waivers and other agreements and documents shall be true executed simultaneously herewith and correct on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of satisfactory to the specific dates or times referred to therein), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Required Lenders. 4.3 The Intercreditor Agreement shall have occurred and be continuing or shall existsigned by all parties thereto. 4.4 Other than such Collateral Documents permitted to be delivered on a post-closing basis as agreed to by the Agent, except as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt Collateral Documents required by the Agent on behalf or the Required Lenders shall have been duly executed by the Borrower and each applicable Subsidiary, together with any documents, agreements, instruments, filings and other items related thereto as reasonably required by the Agent or the Required Lenders to create a valid, attached, perfected, first priority Lien in favor of the Banks of all fees, costs expenses and disbursements due and payable Collateral Agent with respect to the Agent and any Bank as Collateral covered by the Loan Documents. 4.5 A written opinion of the date hereof counsel for the Borrower and for all feesthe Guarantors, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, addressed to the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be Lenders in form an and substance satisfactory to the Agent. . 4.6 The Agent Borrower shall have received counterparts of this Waiver and Amendment duly executed provided all other due diligence materials requested by the Loan Parties, the Agent, and Agent or the Required Banks. There Lenders. 4.7 The Borrower shall have delivered or caused to be delivered to the Agent for such other documents and instruments as the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:Agent may request in connection therewith.

Conditions of Effectiveness. The effectiveness This Amendment is subject to the provisions of Section 10.01 of the Existing Credit Agreement. This Amendment shall become effective as of the date first above written when, and only when (the “Amendment No. 3 Effective Date”), each of the following conditions shall have been fulfilled to the satisfaction of the Administrative Agent: (a) All accrued costs and expenses and fees of the Administrative Agent in connection with the administration of the Existing Credit Agreement and the preparation, execution, delivery and administration of this Waiver Amendment and the other instruments and documents to be delivered hereunder and under the Loan Documents (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent and the Lead Arranger) shall have been paid by the Borrowers; (b) The Administrative Agent shall have received counterparts of this Amendment is expressly conditioned upon executed by the occurrence Borrower and completion of all the Required Lenders or, as to any of the following: Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment; (c) The Administrative Agent shall have received counterparts of the consent attached hereto executed by each Guarantor. (d) The Administrative Agent shall have received a certificate signed by a duly authorized officer of the Borrowers stating that: (i) The representations and warranties contained in the Loan Documents and in Section 4 hereof are correct on and as of the Loan Parties contained in Section 6 date of the Credit Agreement and in the other Loan Documents shall be true and correct on the date hereof with the same effect such certificate as though such representations and warranties had been made on and as of such date other than any such representations or warranties that, by their terms, refer to a date other than the date of such certificate; and (except representations ii) No event has occurred and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times is continuing that constitutes a Default. (e) The amendment fee referred to therein), the Loan Parties in Section 2 hereof shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt been paid by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to the Agent. The Agent shall have received counterparts of this Waiver and Amendment duly executed by the Loan Parties, the Agent, and the Required Banks. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:Borrowers.

Conditions of Effectiveness. (a) This Amendment shall be deemed effective as of the close of business on December 31, 2008 when, and only when, (i) the Agent shall have received counterparts of this Amendment executed by the Borrower, the Guarantors and the Majority Banks or, as to any of the Banks, advice satisfactory to the Agent that such Bank has executed this Amendment and (ii) the Borrower shall have paid to each Bank that executes this Amendment, in immediately available funds, an amendment fee equal to 0.0025 multiplied by the amount of such Bank's Commitment as of the date hereof, after giving effect to the Amendment. The effectiveness of this Waiver and Amendment is expressly conditioned upon the occurrence and completion of all accuracy of the following: The representations and warranties factual matters described herein. This Amendment is subject to the provisions of the Loan Parties contained in Section 6 24 of the Credit Agreement and Sections 1, 2, 3, 4 and 5 hereof shall become effective when, and only when, the Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Agent (unless otherwise specified) and in sufficient copies for each Bank, in form and substance satisfactory to the Agent: i. a favorable opinion of Fulbright & Jaworski, L.L.P., counsel for the Borrower, in the other Loan Documents shall be true form ▇▇ ▇▇▇▇▇it A attached hereto; ii. certificates signed by a duly authorized officer of the Borrower and correct on the date hereof with the same effect as though such each Guarantor stating that: (i) The representations and warranties had been contained in Section 7 are correct on and as of the date of such certificate as though made on and as of such date other than any such representations or warranties that, by their terms, refer to a date other than the date of such certificates; and (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have ii) No event has occurred and be is continuing that constitutes a Default. (A) such certificates of resolutions or shall existother action, except incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent may require evidencing the identity, authority and capacity of this Waiver and Amendment, the Loan Parties shall be deemed each Responsible Officer thereof authorized to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank act as of the date hereof and for all fees, costs, expenses and disbursements a Responsible Officer in connection with this Waiver Agreement and Amendmentthe other Loan Documents to which such Loan Party is a party or is to be a party and (B) a copy of a Certificate of the Secretary of State of the jurisdiction of incorporation of each Loan Party certifying (1) as to a true and correct copy of the charter of such Loan Party and each amendment thereto on file in such Secretary's office and (2) that such amendments are the only amendments to such Loan Party's charter on file in such Secretary's office. iv. an amendment to the Limited Liability Company Agreement of Capitol News Company, including, without limitationLLC to include standard "opt-in" language with respect to the applicability of Article 8 of the Uniform Commercial Code. (b) On the Amendment No. 1 Execution Date, the fees Borrower shall, in coordination with the Agent, repay outstanding Loans of Bank of America in the amount of $740,740.74 and expenses incur additional Loans from Deutsche Bank Trust Company Americas in a corresponding amount, even though as a result thereof such new Loans (to the extent required to be maintained as Eurodollar Rate Loans) may have a shorter Interest Period than the then outstanding Borrowings of such Loans, in each case, to the extent necessary so that each Bank participates in each outstanding Borrowing of Loans pro rata on the basis of their respective Commitments after giving effect to the reduction in Bank of America's Commitments as set forth on Schedule 1.1 attached hereto and with the Borrower being obligated to pay to the respective Bank any costs of the type referred to in Section E 3.8 of this Waiver the Credit Agreement and Amendment; and All legal details and proceedings such amounts, as reasonably determined by the respective Bank, to compensate them for funding the various Loans during an existing Interest Period in connection with any such repayment and incurrence. For the transactions contemplated by this Waiver and avoidance of doubt, such reduction in Bank of America's Commitments will be effective on the Amendment shall be in form an substance satisfactory to No. 1 Execution Date. (c) On the AgentAmendment No. The Agent shall have received counterparts of this Waiver and Amendment duly executed by the Loan Parties1 Execution Date, the Agent, and the Required Banks. There Borrower shall be delivered deliver to the Agent for any certificates evidencing the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each ownership of the Loan PartiesBorrower in Capitol News Company, certifying as appropriate as to:LLC, together with undated transfer powers executed in blank.

Conditions of Effectiveness. The effectiveness of this Waiver Amendment (the “First Amendment Effective Date”) shall be subject to Agent’s receipt of the following documents, in form and substance satisfactory to Agent, or, as applicable, the following conditions being met: (a) this Amendment, executed by Agent, ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇; (b) Borrower shall have paid (i) the First Amendment Facility Fee, (ii) all invoiced costs and expenses then due in accordance with Section 8(d), and (iii) all other fees, costs and expenses, if any, due and payable as of the date hereof under the Loan Agreement; (c) Borrower shall have submitted an Advance Request for the Tranche 2 Advance; (d) copy of resolutions of ▇▇▇▇▇▇▇▇’s Board of Directors, certified by an officer of ▇▇▇▇▇▇▇▇, evidencing (i) approval of this Amendment, (ii) authorizing a specified person or persons to execute this Amendment on its behalf, and (iii) acknowledging that the Board of Directors are acting for a proper purpose and that this Amendment is expressly conditioned upon in the occurrence best interests of Borrower and completion for its commercial benefit; (e) a legal opinion of all ▇▇▇▇▇▇▇▇’s counsel in form and substance reasonably acceptable to Agent; (f) certified copies, dated as of a recent date, of searches for financing statements filed in the central filing office of the following: The State of Delaware, accompanied by written evidence (including any UCC termination statements) that the Liens on any Collateral indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the Tranche 2 Advance, will be terminated or released; (g) on the First Amendment Effective Date, immediately after giving effect to the amendments of the Loan Agreement contemplated hereby: (i) the representations and warranties of the Loan Parties contained in Section 6 of the Credit Agreement and in the other Loan Documents 5 shall be true and correct in all material respects on and as of the date hereof with the same effect First Amendment Effective Date as though such representations and warranties had been made on and as of such date (except date; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties which that already are qualified or modified by materiality in the text thereof; provided, further, that to the extent such representations and warranties by their terms expressly relate solely only to an earlier a prior date or time, which such representations and warranties shall be true and correct on and as of such prior date; and (ii) there exist no Defaults or Events of Default; and (h) such other documents or evidence as Agent may reasonably request to effectuate the specific dates or times referred to therein), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent terms of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to the Agent. The Agent shall have received counterparts of this Waiver and Amendment duly executed by the Loan Parties, the Agent, and the Required Banks. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:.

Conditions of Effectiveness. The effectiveness of this Waiver and Amendment is expressly conditioned upon the occurrence and completion of all of the following: The representations and warranties of the Loan Parties contained in Section 6 of the Credit Agreement and in the other Loan Documents shall be true and correct on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory subject to the Agent. The satisfaction of each of the following conditions precedent (the date on which all such conditions are satisfied, the “First Amendment Effective Date”): (a) the Administrative Agent shall have received counterparts of this Waiver Amendment executed by the Borrower, the Administrative Agent and Amendment each of the Increasing Lenders; (b) the Administrative Agent shall have received counterparts of replacement Revolving Notes in favor of each Increasing Lender (in each case, if requested thereby), duly executed by the Loan PartiesBorrower; (c) the Administrative Agent shall have received an executed acknowledgment and reaffirmation of this Amendment, in form and substance reasonably satisfactory to the Administrative Agent, by the Subsidiary Guarantors and/or other Credit Parties; (d) the representations and warranties of the Credit Parties contained in Section 5 shall be true and correct; (e) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying that attached thereto is a true, correct and complete copy of resolutions duly adopted by the board of directors of the Borrower authorizing and approving the transactions contemplated hereunder and the Required Banks. There execution, delivery and performance of this Amendment and the other Loan Documents executed in connection herewith to which it is a party; (f) the Administrative Agent shall be delivered have received from the Borrower an Officer’s Compliance Certificate demonstrating, in form and substance reasonably satisfactory to the Agent for Administrative Agent, that the benefit of each Bank a certificate dated Borrower is in compliance with the effective date hereof and signed by the Secretary or an Assistant Secretary of each financial covenants set forth in Article X of the Loan PartiesCredit Agreement, certifying in each case based on the financial statements most recently delivered pursuant to Section 8.1(a) or 8.1(b) of the Credit Agreement, as appropriate applicable, both before and after giving effect (on a Pro Forma Basis) to (i) the Incremental Revolving Credit Commitment and (ii) the making of any Loans pursuant thereto (with the Incremental Revolving Credit Commitment being deemed to be fully funded); (g) the Administrative Agent shall have received customary legal opinions from counsel to the Borrower with respect to this Amendment; and (h) the Borrower shall have paid all fees as to:separately agreed to in connection with this Amendment.

Conditions of Effectiveness. The effectiveness of this Waiver and This Amendment is expressly conditioned shall become effective upon the occurrence and completion satisfaction of all of the following: The following conditions precedent or waiver thereof by the Purchaser and in reliance on the representations and warranties set forth in Section 5 hereof (such date, the “First Amendment Effective Date”): i. The Purchaser shall have received a copy of this Amendment duly executed and delivered by the Company, as issuer, certain of its Subsidiaries, as Guarantors, the Collateral Agent and the Purchaser; ii. The Purchaser shall have received copies of the Loan Parties Collateral Documents duly executed and delivered by the Company, as issuer, certain of its Subsidiaries, as Guarantors, the Collateral Agent and the Purchaser, as applicable; iii. The Purchaser shall have certification from each Note Party that the representations and warranties contained in Section 6 of this Amendment, in the Credit Existing Note Purchase Agreement and in the other Loan Note Documents shall be are true and correct in all material respects on and as of the date hereof with First Amendment Effective Date to the same effect extent as though such representations and warranties had been made on and as of that date, except to the extent such date (except representations and warranties which specifically relate solely to an earlier date or timedate, in which case such representations and warranties shall be have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not apply to any representations and warranties to the specific dates extent already qualified or times referred modified by materiality or similar concept in the text thereof; iv. Both before and after giving effect to therein)this Amendment, the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Default or Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or continuing; v. The Note Parties shall exist, except as expressly waived by this Waiver have paid all outstanding costs and Amendment. By execution and delivery expenses owed to the Purchaser and the Collateral Agent of this Waiver and Amendment, the Loan Parties shall be deemed pursuant to have certified the accuracy of all Section 10.2 of the matters Existing Appendix to the Existing Note Purchase Agreement; vi. The Purchaser shall have received a Note in this Section F.1; Receipt physical form in its name and in the amount of such Purchaser’s Initial Notes Purchase Commitment, duly executed by the Agent on behalf of Company; vii. The Purchaser shall have received a Solvency Certificate from the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank Company dated as of the date hereof First Amendment Effective Date and for all feesaddressed to the Purchaser, costsand in form, expenses scope and disbursements in connection substance reasonably satisfactory to Purchaser, with this Waiver appropriate attachments and Amendment, including, without limitation, demonstrating that after giving effect to the fees and expenses set forth in Section E consummation of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver Amendment to be consummated on the First Amendment Effective Date, the Company and its Subsidiaries each is and will be Solvent; viii. The Purchaser shall have received in respect of each Note Party (i) sufficient copies of each Organizational Document, in each case certified by an Authorized Officer of such Note Party as of the First Amendment shall Effective Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of such Note Party executing this Amendment to which it is a party; (iii) resolutions of the Board of Directors of each Note Party approving and authorizing the execution, delivery and performance of this Amendment to which it is a party or by which it or its assets may be bound as of the First Amendment Effective Date, certified as of the First Amendment Effective Date by an appropriate Authorized Officer as being in form an substance satisfactory full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of such Note Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the AgentFirst Amendment Effective Date; and (v) such other documents as the Purchaser may reasonably request; and ix. The Purchaser and the Collateral Agent shall have received counterparts of all other information with respect to this Waiver and Amendment duly executed Amendment, the Existing Note Purchase Agreement or any other Note Documents as reasonably requested by the Loan Parties, Purchaser or the Collateral Agent, and the Required Banks. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:respectively.

Conditions of Effectiveness. The effectiveness This Amendment shall not be effective until the date each of the following conditions precedent has been satisfied: (a) the Administrative Agent has received a counterpart of this Waiver Amendment (which may be by telecopy or other electronic transmission) executed by the Borrower, the MLP, the other Loan Parties, the Administrative Agent, and Amendment the Required Lenders; (b) the Administrative Agent has received an amended and restated promissory note payable to each Lender that has previously requested a promissory note, as applicable, or that is expressly conditioned upon the occurrence and completion of all of the following: The representations and warranties of the Loan Parties contained in requesting a promissory note pursuant to Section 6 2.09(a) of the Credit Agreement and in the other Loan Documents shall be amount of such Lender’s Commitment as indicated on Schedule 2.01 to the Credit Agreement (as amended hereby); provided that each such Lender receiving a replacement promissory note hereby agrees to return its existing original promissory note to the Borrower promptly after receiving such replacement promissory note; (c) the Administrative Agent has received a certificate signed by a Responsible Officer of the Borrower certifying that (i) the representations and warranties contained in Article V of the Credit Agreement are true and correct on the date hereof with the same effect as though such representations and warranties had been made in all material respects on and as of such date (except unless such representations and warranties which relate solely specifically refer to an earlier date or timedate, in which case such representations and warranties shall be true and correct on and in all material respects as of the specific dates or times referred to thereinsuch earlier date), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and (ii) no Default or Event of Default or Potential Default has occurred and is continuing under the Credit Agreement shall as of such date, (iii) since December 31, 2018, there has been no event or circumstance that has or could reasonably be expected to have occurred a Material Adverse Effect, (iv) there is no litigation, investigation or proceeding known to and be continuing affecting the Borrower or shall existany affiliate for which the Borrower is required to give notice under the Credit Agreement, except as expressly waived by this Waiver and Amendment. By execution and delivery (v) no action, suit, investigation or proceeding is pending or, to the Agent knowledge of this Waiver and Amendmentsuch officer, threatened in any court or before any arbitrator or Governmental Authority by or against the Borrower, any Guarantor, the Loan Parties shall MLP’s general partner, or any of their respective properties that could reasonably be deemed expected to have certified a Material Adverse Effect; (d) the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable Borrower has paid (i) an amendment fee to the Administrative Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to the Agent. The Agent shall have received counterparts of this Waiver and Amendment duly executed by the Loan Parties, the Agent, and the Required Banks. There shall be delivered to the Agent (for the benefit of each Bank a certificate dated Lender party hereto) in an aggregate amount equal to 0.05% of each such Lender’s Commitment as of the effective date hereof Eighth Amendment Effective Date (after giving effect to this Amendment) and signed (ii) the Administrative Agent’s reasonable legal fees and expenses to the extent invoiced at least one (1) Business Day prior to the Eighth Amendment Effective Date; and (e) the Administrative Agent has received such other documents as may be reasonably required by the Secretary or an Assistant Secretary of each Administrative Agent. The Administrative Agent agrees that it will, upon the satisfaction of the Loan Partiesconditions contained in this Section 3, certifying as appropriate as to:promptly provide notice to the Borrower and the Lenders of the effectiveness of this Amendment.

Conditions of Effectiveness. The effectiveness of this Waiver Agreement and Amendment the obligation of each Lender to make its initial Credit Extension hereunder is expressly conditioned upon the occurrence and completion of all subject to satisfaction or waiver in accordance with Section 11.01 of the following: The representations and warranties following conditions precedent, in addition to each of the Loan Parties contained conditions set forth in Section 6 4.02: (a) Since the Effective Date (for this clause (a), as defined in the Acquisition Agreement as in effect on the Signing Date), no Material Adverse Effect (as defined in the Acquisition Agreement as in effect on the Signing Date) has occurred. (b) The Acquisition shall have been consummated, or shall be consummated substantially simultaneously with the effectiveness of this Agreement, in all material respects in accordance with the terms of the Credit Acquisition Agreement, after giving effect to any modifications, amendments, supplements, consents, waivers or requests, other than those modifications, amendments, supplements, consents, waivers or requests (including the effects of any such requests) of the Acquisition Agreement or the CIA by the Buyer that are materially adverse to the interests of the Lenders (it being understood that any modification, amendment, supplement, consent, waiver or request by the Buyer to the definition of Material Adverse Effect or the “Xerox” protections of the Lenders set forth in Section G.5(g), Section G.5(h)(iii)-(v), the second sentence of Section M.8, the exception to Section M.9, Section M.12, Section M.13(d), Section M.14 and Section M.15 of the CIA shall be deemed to be materially adverse to the interests of the Lenders), unless consented to in writing by the Arrangers (such consent not to be unreasonably withheld or delayed). (c) The Arrangers shall have received (i) audited consolidated balance sheets of Yield Inc and its subsidiaries as at the end of, and related consolidated statement of income, statement of members’ equity and statement of cash flows of Yield Inc and its Subsidiaries for, the fiscal years ended December 31, 2015 and December 31, 2016, and December 31, 2017 and (ii) an unaudited consolidated balance sheet of Yield Inc and its subsidiaries as at the end of the most recent fiscal quarter (other than the fourth fiscal quarter of any fiscal year) that has been completed prior to the Acquisition Closing Date and that has ended at least 45 days before the Acquisition Closing Date, and the related consolidated statement of income, statement of members’ equity and statement of cash flows of for the most recent three, six or nine month, as applicable, period (other than the fourth fiscal quarter period of any fiscal year) that has been completed prior to the Acquisition Closing Date and that has ended at least 45 days before the Acquisition Closing Date (in the other Loan Documents case of this clause (ii), without the requirement to include footnote disclosure) (it being understood and agreed that the audited financial statements referred to in clause (a) above for the fiscal years ended, December 31, 2015, December 31, 2016 and December 31, 2017 and of the unaudited financial statements referred to in clause (b) above as of, and, for the six month period ended June 30, 2018 have been delivered to the Arrangers prior to the date hereof). (d) The Specified Acquisition Agreement Representations shall be true and correct on in all material respects (where not already qualified by materiality, otherwise in all respects), but only to the date hereof with extent that the same effect Sponsor has the right (taking into account any applicable cure provisions) to terminate its obligations under the Acquisition Agreement or to decline to consummate the Acquisition as though a result of a breach of such representations and warranties had been made on in the Acquisition Agreement, and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties the Specified Representations shall be true and correct on in all material respects (where not already qualified by materiality, otherwise in all respects). In the case of any Specified Acquisition Agreement Representations or Specified Representation which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such respective date or respective period, as the specific dates case may be. (e) The Administrative Agent’s receipt of the following, each of which shall be originals or times referred electronically transmitted copies of originals (followed as soon as reasonably practicable by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance reasonably satisfactory to thereinthe Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) (A) a certificate of the secretary or assistant secretary of each Loan Party dated the Effective Date, certifying (I) that attached thereto is a true and complete copy of each Organization Document of such Loan Party certified (to the extent applicable) as of a recent date by the Secretary of State (or equivalent Governmental Authority) of the state or jurisdiction of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State, (II) that attached thereto is a true and complete copy of resolutions duly authorizing the execution, delivery and performance of the Loan Documents to which such person is a party, (III) as to the incumbency and specimen signature of each officer executing any Loan Document and (B) a certificate of another Responsible Officer as to the incumbency and specimen signature of the secretary or assistant secretary executing the certificate pursuant to clause (A) above; (iv) a favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent; (v) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Section 4.01(d) (with respect to the Specified Representations only) have been satisfied; and (vi) certificates attesting to the Solvency of the Loan Parties, taken as a whole after giving effect to the Acquisition, from the chief financial officer of Holdings. (i) All fees required to be paid to the Administrative Agent and the Arrangers on or before the Effective Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Effective Date, including pursuant to the Fee Letter, shall have been paid. (g) The Borrower shall have paid all reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent directly to such counsel to the extent invoiced within two Business Days prior to the Effective Date. (h) At least three (3) Business Days prior to the Effective Date, the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001) the “PATRIOT Act”), and if the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default Borrower qualifies as a “legal entity customer” under the Credit Agreement shall have occurred and be continuing or shall existBeneficial Ownership Regulation, except as expressly waived by this Waiver and Amendment. By execution and delivery a Beneficial Ownership Certification in relation to the Agent Borrower, that has been requested at least ten (10) days prior to the Effective Date. Without limiting the generality of the provisions of clause (f) of Section 9.03, for purposes of determining compliance with the conditions specified in this Waiver and AmendmentSection 4.01, the Loan Parties each Lender that has signed this Agreement shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt consented to, approved or accepted, or to be satisfied with, each document or other matter required thereunder to be consented to or approved by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance or acceptable or satisfactory to a Lender unless the Agent. The Administrative Agent shall have received counterparts of this Waiver and Amendment duly executed by the Loan Parties, the Agent, and the Required Banks. There shall be delivered notice from such Lender prior to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:proposed Effective Date specifying its objection thereto.

Conditions of Effectiveness. The effectiveness of this Waiver This Amendment shall become effective when, and Amendment is expressly conditioned upon the occurrence and completion of all of the following: The representations and warranties of the Loan Parties contained in Section 6 of the Credit Agreement and in the other Loan Documents shall be true and correct on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein)only when, the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to the Agent. The Liquidity Agent shall have received counterparts of this Waiver Amendment executed by NFC and the Liquidity Lenders and counterparts of the Consent hereto executed by GM, and Sections 2, 3 and 4 hereof shall become effective when, and only when, (I) NFC shall have received from National all unpaid interest accrued through the Series 1996-2 Closing Date on the Loan Note under and as defined in the Loan Agreement and (II) the Liquidity Agent shall have additionally received all of the following documents, each document (unless otherwise indicated) being dated, or dated as of, the Series 1996-2 Closing Date and in form and substance, satisfactory to the Liquidity Agent: (a) Evidence of the delivery of notice of this Amendment to each of the Rating Agencies and the Dealers. (b) Written confirmation of the Rating Agencies that this Amendment and the amendment of the other Related Documents referred to in subsection (e) below will not result in the downgrading or withdrawal of the then current ratings of the Commercial Paper Notes by the Rating Agencies. (c) An executed copy of (i) the Lease and (ii) the Series 1996-2 Supplement. (d) An executed copy of all documents required to be furnished both (i) pursuant to Section 35 of the Lease so as to make effective the Lease pursuant to said Section 35 and (ii) pursuant to Section 3 of the Supplement and Amendment to Base Indenture so as to make effective the Supplement and Amendment to Base Indenture pursuant to said Section 3. (e) An executed copy of all those amendments to the other Related Documents that are required to implement the refinancing contemplated by the Series 1996-2 Supplement -- namely, the following amendments: (i) the Supplement and Amendment to Base Indenture, in substantially the form of Exhibit A hereto; (ii) the Master Collateral Agency Agreement Amendment, in substantially the form of Exhibit B hereto; (iii) the NFC Collateral Agreement Amendment, in substantially the form of Exhibit C hereto; (iv) Amendment No. 3 to the A Letter of Credit, in substantially the form of Exhibit D hereto; (v) Amendment No. 2 to the B Letter of Credit, in substantially the form of Exhibit E hereto; (vi) Amendment No. 1 to the Reduction A Support Letter of Credit, in substantially the form of Exhibit F hereto; (vii) Second Amendment to A Support Reimbursement Agreement, in substantially the form of Exhibit G hereto; (viii) Amendment to Reduction A Support Reimbursement Agreement, in substantially the form of Exhibit H hereto; (ix) Amendment to A Support Intercreditor Agreement, in substantially the form of Exhibit I hereto; (x) Second Amendment to B Letter of Credit Reimbursement Agreement, in substantially the form of Exhibit J hereto; (xi) Third Amendment to B Support Letter of Credit Reimbursement Agreement, in substantially the form of Exhibit K hereto; (xii) Supplement and Amendment to Intercreditor and Subordination Agreement, in substantially the form of Exhibit L hereto; (xiii) Amended and Restated Collateral Sharing Agreement, in substantially the form of Exhibit M hereto; (xiv) Amendment to Depositary Agreement, in substantially the form of Exhibit N hereto; and (xv) Amendment to Dealer Agreement, in substantially the form of Exhibit O hereto. (f) Evidence that (i) the conditions precedent set forth in Section 3.1(b) of the Series 1996-2 Supplement for the issuance of the Series 1996-2 Note have been satisfied, (ii) NFLP has issued the Series 1996-2 Note to NFC pursuant to Section 3.1 of the Series 1996-2 Supplement in an initial principal amount equal to the outstanding principal amount of the Loan Note (under and as defined in the Loan Agreement) on the Series 1996-2 Closing Date, giving effect to any payment made by National in respect of such principal amount on the Series 1996-2 Closing Date, and (iii) NFC has delivered to the NFC Collateral Agent the executed and authenticated Series 1996-2 Note registered in the name of NFC, together with a blank undated written instrument of transfer (covering the Series 1996-2 Note) duly executed by NFC. (g) Evidence that all filings have been made, and all other steps have been taken, to perfect the Loan Partiessecurity interest of the NFC Collateral Agent in the Assigned Collateral under the NFC Collateral Agreement, including, without limitation: (i) executed Form UCC-1 and Form UCC-3 (amendment) financing statements, naming NFC as "debtor" and the NFC Collateral Agent as "secured party", covering the rights of NFC in and to the Series 1996-2 Note now owned and hereafter acquired, the Agent, Series 1996-2 Supplement and the Required Banks. There shall Lease and the other Assigned Collateral and to be delivered filed under the UCC of the State of Minnesota and the UCC of each other jurisdiction that the Liquidity Agent or the NFC Collateral Agent may reasonably deem necessary in order to perfect such security interest; and (ii) copies of completed requests for UCC information (or a UCC search report certified by any Person reasonably acceptable to the Agent for Liquidity Agent), dated a date reasonably near to the benefit Series 1996-2 Closing Date, listing all effective UCC financing statements which name NFC as debtor and which are filed in the jurisdiction in which filings are and are to be made pursuant to subclause (i) above, together with copies of each Bank a such financing statements (none of which shall cover any Assigned Collateral now or hereafter existing). (h) A certificate dated the effective date hereof and signed by of the Secretary or an Assistant Secretary of each NFC certifying, and attaching a copy of, (i) the resolutions of the Loan PartiesBoard of Directors of NFC authorizing the execution, certifying as appropriate as to:delivery and performance of this Amendment and the amendments of the other Related Documents referred to in subsection (e) above and (ii) the names and the signatures of officers of NFC authorized to execute this Amendment and the amendments of such other Related Documents. (i) A favorable opinion of Faegre & Bens▇▇ ▇▇▇, counsel to NFC, in substantially the form of Exhibit P hereto. (j) Series 1996-2 Closing Certificate, in substantially the form of Exhibit Q hereto, executed by an Authorized officer of NFC.

Conditions of Effectiveness. 3.1 The effectiveness amendments set forth in Article I, the extension of the Revolving Termination Date set forth in Article II and the limited consent set forth in Article VI shall become effective as of the date (the “Effective Date”) when, and only when, each of the following conditions precedent shall 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 Waiver and Second Amendment is expressly conditioned upon signed on behalf of such party or (ii) written evidence satisfactory to the occurrence and completion Administrative Agent (which may include facsimile or other electronic image scan transmission of all a signed signature page of this Agreement) that such party has signed a counterpart of this Second 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 following: The representations Effective Date (after giving effect to this Second Amendment), which fee once paid will be fully earned and warranties nonrefundable; and (ii) all other fees and reasonable expenses of the Loan Parties contained in Section 6 of Administrative Agent and the Lenders required under the Credit Agreement and in the any other Loan Documents Document to be paid on or prior to the Effective Date (including reasonable fees and expenses of counsel) in connection with this Second Amendment. (c) The Administrative Agent shall be true and correct on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or timehave received a certificate, which representations and warranties shall be true and correct on and dated as of the specific dates Effective Date and signed by an authorized officer of the Borrower, confirming (i) no Default or times referred to therein), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall existon the Effective Date and after giving effect thereto and (ii) the representations and warranties set forth in Article IV hereof, except if not qualified as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendmentmateriality, the Loan Parties shall be deemed to have certified the accuracy of true and correct in all of the matters material respects and all other representations and warranties set forth in this Section F.1; Receipt by the Agent Article IV hereof shall be true and correct, in each case on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank as of the Effective Date (or other such date hereof and for all fees, costs, expenses and disbursements expressly provided in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings in connection Article IV hereof) with the transactions contemplated by this Waiver same force and Amendment shall be in form an substance satisfactory to the Agent. The Agent shall have received counterparts of this Waiver and Amendment duly executed by the Loan Parties, the Agent, and the Required Banks. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary effect as if made on or an Assistant Secretary of each as of the Loan Parties, certifying as appropriate as to:Effective Date (or other such date expressly provided in Article IV hereof).

Conditions of Effectiveness. The effectiveness This Amendment (other than Section 4.10 below) shall become effective as of the date (such date, the “First Amendment Effective Date”) on which: (a) the Administrative Agent has received counterparts of (i) this Waiver Amendment executed by Company, the Administrative Agent and the Lenders party hereto, (ii) Amendment is expressly conditioned upon No. 1 to Asset Purchase Agreement, dated as of the occurrence First Amendment Effective Date, substantially in the form attached as Exhibit F hereto, executed by Company, On Deck Capital, Inc. (“Holdings”), the Lenders party thereto and completion the Administrative Agent, and (iii) Amendment No. 1 to Servicing Agreement, dated as of the First Amendment Effective Date, substantially in the form attached as Exhibit G hereto, executed by Company, Holdings, the Lenders party thereto and the Administrative Agent; (b) the Administrative Agent shall have received a pro forma Borrowing Base Certificate setting forth the calculations required to be provided pursuant to the form thereof, after giving effect to the application of all of the following: The representations and warranties of Collections, including the Loan Parties contained in Section 6 of the Credit Agreement and Retained April Collections, in the other Loan Documents shall be true and correct on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have occurred and be continuing or shall exist, except as expressly waived by this Waiver and Amendment. By execution and delivery to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all of the matters in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable to the Agent and any Bank Collection Account as of the date hereof hereof, in accordance with Section 2; (c) no Borrowing Base Deficiency shall exist after giving effect to the amendments to the Credit Agreement set forth herein; and (d) the Company shall have paid in full (i) the Administrative Agent’s costs and for all feesexpenses, costsincluding the fees and expenses of counsel to the Administrative Agent, expenses and disbursements in connection with this Amendment and the Temporary Waiver and Amendment, including, without limitation, (ii) the fees and expenses set forth in Section E of this Waiver and Amendment; and All legal details and proceedings counsel to the Lenders in connection with the transactions contemplated by this Waiver and Amendment shall be in form an substance satisfactory to the Agent. The Agent shall have received counterparts of this Waiver and Amendment duly executed by the Loan Parties, the Agent, and the Required Banks. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:Temporary Waiver.

Conditions of Effectiveness. The effectiveness This Waiver and Eighth Amendatory Agreement shall be operative as of the date hereof but shall become effective when, and only when, the Agent shall have received (x) full and final payment of a $550,000 fee (which shall be in substitution for, and in full satisfaction of, payment of the $400,000 fee referenced in Section 2.06(c) of the Credit Agreement); (y) counterparts of this Waiver and Amendment is expressly conditioned upon Eighth Amendatory Agreement executed by the occurrence Borrower and completion the Lenders or, as to any of said Lenders, advice satisfactory to the Agent that such Lender has executed this Waiver and Eighth Amendatory Agreement and (z) all of the following: The following documents, each document (unless otherwise indicated) being dated the date hereof, in form and substance satisfactory to the Agent: (a) a certificate of the Secretary or an Assistant Secretary of the Borrower and the Guarantor certifying the names and true signatures of their respective officers authorized to sign this Waiver and Eighth Amendatory Agreement, and the other documents to be delivered hereunder; (b) a certificate signed by a duly authorized officer of the Borrower stating that: (i) the representations and warranties of the Loan Parties contained Borrower as set forth in Section 6 Article IV of the Credit Agreement and in any documents delivered therewith, including the other Loan Documents shall be Documents, are true and correct on and as of the date hereof with the same effect of such certificate as though such representations and warranties had been made on and as of such date (except insofar as such representations and warranties which relate solely expressly to an earlier date or time, which are based on the accuracy of schedules prepared as of a prior date), (ii) the representations and warranties shall be true and contained in Section 4 hereof are correct on and as of the specific dates date of such certificate as though made on and as of such date, and (iii) after giving effect to this Waiver and Eighth Amendatory Agreement, no Default or times referred to therein), the Loan Parties shall have performed and complied with all covenants and conditions thereof, and no Event of Default or Potential Default under the Credit Agreement shall have has occurred and be continuing or shall exist, except as expressly waived by is continuing; (c) certified copies of (i) the resolutions of the Board of Directors of the Borrower and of the Guarantor approving this Waiver and Amendment. By execution Eighth Amendatory Agreement and delivery (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Agent of this Waiver and Amendment, the Loan Parties shall be deemed to have certified the accuracy of all of Eighth Amendatory Agreement and the matters contemplated hereby; (d) a favorable opinion of Kaufman & Canoles, cou▇▇▇▇ ▇▇r t▇▇ ▇▇▇▇ower and the Guarantor, in this Section F.1; Receipt by the Agent on behalf of the Banks of all fees, costs expenses and disbursements due and payable a form reasonably acceptable to the Agent and any Bank as of the date hereof and for all fees, costs, expenses and disbursements in connection with this Waiver and Amendment, including, without limitation, the fees and expenses set forth in Section E of this Waiver and AmendmentLenders; and All legal details and proceedings in connection with the transactions contemplated by this Waiver and Amendment shall be in form and (e) an substance satisfactory amendment to the Agent. The Agent shall have received counterparts existing deeds of this Waiver and Amendment duly executed by the Loan Parties, trust in favor of the Agent, and the Required Banks. There shall be delivered together with endorsements to the Agent for the benefit title insurance policies in force with respect to such deeds of each Bank a certificate dated the effective date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:trust.