Conditions to Effectiveness of Increase. As a condition precedent to any such increase, the [[Consolidated Parties:Organization]] shall # pay # to the Arrangers, the Accordion Arrangement Fees (as defined in the Fee Letter) required by the Fee Letter in connection with such increase in the applicable Facility, # to the Administrative Agent for the account of the Lenders participating in the increase of the applicable Facility, upfront fees in amounts mutually agreeable to the Administrative Agent, the Syndication Agent, such Lenders and the [[Consolidated Parties:Organization]], and # all reasonable costs and expenses (including Attorney Costs) incurred by the Administrative Agent in documenting or implementing such increase regardless of whether the Arrangers are able to syndicate the amount of the requested increase; provided, however, that the [[Consolidated Parties:Organization]] shall not pay any fees for increased amounts until such time as the increase occurs; # deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of or on behalf of such Loan Party # certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and # in the case of the [[Consolidated Parties:Organization]], certifying that, before and after giving effect to such increase and the use of the proceeds thereof, # the Loan Parties shall be in compliance, on a pro forma basis, with [Sections 7.03 and 7.10], # the representations and warranties contained in Article V and the other Loan Documents are true and correct, in all material respects (except, if a qualifier relating to materiality or Material Adverse Effect or a similar concept already applies, such representation or warranty shall be required to be true and correct in all respects), on and as of the Increase Effective Date, except to the extent of changes resulting from matters permitted under the Loan Documents or other changes in the ordinary course of business not having a Material Adverse Effect, and except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, in all material respects (except, if a qualifier relating to materiality or Material Adverse Effect or a similar concept already applies, such representation or warranty shall be required to be true and correct in all respects), as of such earlier date, and except that for purposes of this Section, the representations and warranties contained in subsections [(a) and (b) of Section 5.05] shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and # no Default or Event of Default exists as of the Increase Effective Date, and # at least three (3) days prior to such increase, cause any Loan Party that qualifies as a “legal entity customer” under the

Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of each Extending Lender’s then-existing Scheduled Maturity Date pursuant to this Section 2.14 shall not be effective with respect to any Extending Lender unless, on the applicable Anniversary Date: # no Default or Event of Default shall exist or be continuing either prior to or after giving effect thereto, and # the representations and warranties contained in Section 5.01, Section 5.02, [Section 5.06(a)], Section 5.09, Section 5.10, Section 5.17, Section 5.18, and Section 5.21 shall be true at and as of the time of the effective date of such extension, with the same effect as if made at and as of that time (except to the extent of changes resulting from transactions contemplated or permitted by this Agreement and changes occurring in the ordinary course of business which singly or in the aggregate are not materially adverse to the business, assets or financial condition of [[Released U.K. Borrowers:Organization]] and its Consolidated Subsidiaries, taken as a whole, or to the extent that such representations and warranties relate expressly and solely to an earlier date).

Conditions to Effectiveness of Increase. As a condition precedent to such increase but subject to Section 1.10 hereof, the Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party # certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and # in the case of the Borrowers, certifying that, before and after giving effect to such increase, # the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically 885707.04-LACSR02A - MSW

Conditions to Effectiveness of Agreement. As a condition precedent to effectiveness of this Agreement, in addition to all other requirements set forth herein, [[Organization B:Organization]] shall deliver to [[Organization C:Organization]] all of the following, each being duly executed, endorsed, notarized where applicable and delivered and in form and content satisfactory to [[Organization C:Organization]] in its sole and absolute discretion:

Conditions to Effectiveness of Agreement. The effectiveness of this Agreement is subject to the conditions precedent that the Agent has received evidence, reasonably satisfactory to the Agent, that all fees and (to the extent billed) expenses which are payable on or before the date hereof to the Agent or any Lender hereunder or in connection herewith have been (or concurrently with the execution of this Agreement by the parties will be) paid in full and each of the following documents (with sufficient copies for each Lender):

SECTION # Effectiveness. This Amendment shall become effective as of the first date when each of the following conditions are met (the “Amendment Effective Date”):

Effectiveness. This Amendment shall be deemed effective upon # the due execution and delivery to Bank of this Amendment by each party hereto, # Borrower’s payment of an amendment fee equal to Two Thousand Five Hundred Dollars ($2,500), which may be debited from any of Borrower’s accounts with Bank and # Borrower’s payment of all Bank Expenses incurred through the date of this Amendment, which may be debited from any of Borrower’s accounts with Bank.

Except as provided below, any communication in connection with a Finance Document will be deemed to be given as follows:

Effectiveness. This Agreement shall be binding and deemed effective when executed by each Borrower, Agent, and each Lender whose signature is provided for on the signature pages hereof.

Effectiveness. The parties hereto agree that upon satisfaction of the conditions precedent set forth in Section 2, this Amendment shall be effective as of December 31, 2014.