a Solvency Certificate from the Borrower certifying that, after giving effect to the transactions to occur on the Restatement Effective Date (including, without limitation, all Credit Extensions to occur on the Restatement Effective Date), the Borrower and its Subsidiaries, taken as a whole, are Solvent;

The Administrative Agent shall have received a certificate, dated the Restatement Effective Date, of a responsible officer of the Company confirming as of the Restatement Effective Date # the accuracy of all representations and warranties of the Loan Parties in the Loan Documents and # that there exists no Default, in each such case after giving effect to the Transactions that are to occur on the Restatement Effective Date.

Series C Preferred Stock Protective Provisions. The affirmative vote at a meeting duly called for such purpose, or the written consent without a meeting, of the Holders of more than fifty percent (50%) of the then outstanding shares of Series C Preferred Stock, voting or consenting (as the case may be) separately as a class, shall be required in order to effect any amendment, restatement, amendment and restatement, supplement or other change or modification to the Corporation’s Articles of Incorporation (the “Articles”), Bylaws or this Certificate, to the extent that such amendment, restatement, amendment and restatement, supplement or other modification or change, as applicable, would adversely affect any of the preferences, privileges, relative rights or other rights of the Series C Preferred Stock, and any such amendment, restatement, amendment and restatement, supplement or other change or modification purported to be effected without such vote or consent shall be null and void ab initio, and of no force or effect.

“Aggregate Revolving Loan Commitment” means the aggregate of the Revolving Loan Commitments then in effect of all the Revolving Loan Lenders, as the same may be reduced or increased from time to time pursuant to the terms hereof. As of the Restatement Effective Date, after giving effect to the transactions contemplated by the Fourth Amendment and Restatement Agreement, the Aggregate Revolving Loan Commitment is $625,000,000.

. On the Fifth Restatement Effective Date, after giving effect to the Transactions, Holdings and its Subsidiaries, on a consolidated basis, are Solvent.

Availability, after giving effect to the extensions of credit on the Sixth Restatement Effective Date under this Agreement and the payment of all fees and expenses required to be paid by Borrowers on the Sixth Restatement Effective Date under this Agreement or the other Loan Documents, shall equal or exceed $250,000,000;

this amendment and restatement shall be limited as written and not be a consent to any other amendment, restatement, supplement, waiver or other modification, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents remain in full force and effect unless otherwise specifically amended hereby.

The Plan has been in effect since June 1, 2007. Pursuant to its authority under [Section 7.4(a)] hereof, the Administrative Committee has determined that it is desirable to adopt a new restatement of the Plan in order to improve the administration of the Plan and make certain clarifications. This restatement is effective August 16, 2017.

“Term B-1 Loan” shall have the meaning assigned to such term in the Original Credit Agreement as in effect immediately prior to the First Restatement Effective Date.

Subject to Section 2 below, all “Revolving Loan Commitments” as defined in, and in effect under, the Existing Credit Agreement on the Restatement Effective Date shall continue in effect under the Restated Credit Agreement, and all “Revolving Loans” or other “Obligations” as defined in, and outstanding under, the Existing Credit Agreement on the Restatement Effective Date shall continue to be outstanding under the Restated Credit Agreement, and on and after the Restatement Effective Date the terms of the Restated Credit Agreement will govern the rights and obligations of the Borrowers, the Lenders and the Administrative Agent with respect thereto. For the avoidance of doubt, any additional obligations constituting “Secured Obligations” owing to any Lender or any Affiliate of any Lender which are outstanding on the Restatement Effective Date shall continue as Secured Obligations for purposes of the Restated Credit Agreement and the other Loan Documents.