Fifth Amendment dated as of March 13, 2018 between HCFI and Canadian Imperial Bank of Commerce, as administrative agent, for and on behalf of the banks party to the Credit Agreement

Defined Terms.

Amendments.

Section 1.1 of the Credit Agreement is hereby amended as follows:

The definition of “Tranche A Commitment Termination Date” is amended by deleting “March 24, 2018” and replacing it with “March 24, 2019”; and

The definition of “Tranche B Commitment Termination Date” is hereby amended by deleting “March 24, 2022” and replacing it with “March 24, 2023”.

The defined term “Utilization Fee” and its related definition is hereby deleted and replaced with “[Reserved]”.

Section 2.8 of the Credit Agreement is hereby amended by deleting the heading “Utilization Fee” together with the entirety of the two paragraphs immediately underneath such heading, and replacing them with “[Reserved]”.

Section 5.2 of the Credit Agreement is hereby amended by deleting the clause beginning with “each payment of Utilization Fees” and ending with “pro rata share of Accommodations Outstanding” where it appears after “(b)” and before “, and (c)” and replacing it with “[Reserved]”.

Section 5.3 of the Credit Agreement is hereby amended by deleting “and Utilization Fees”.

Section 5.8 of the Credit Agreement is hereby amended by deleting each reference to “Utilization Fees” and “unpaid Utilization Fees” in the first sentence of such Section 5.8.

Section 6.4 of the Credit Agreement is hereby amended by deleting the reference to “Utilization Fees” in the third sentence of such Section 6.4.

Section 8.4 of the Credit Agreement is hereby amended as follows:

Each reference to “March 31, 2016” is deleted and replaced with “March 31, 2017”.

Representations and Warranties.

The Borrower is duly organized and validly existing as a corporation under the laws of Canada;

The execution, delivery and performance of this Amendment has been duly authorized by the Borrower by all necessary corporation action.  This Amendment has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower enforceable in accordance with its terms, except as enforceability may be subject to or limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law;

The execution, delivery and performance of this Amendment by the Borrower and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Borrower is a party or by which it is bound; nor result in or require the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument; nor violate any law or, to the best of its knowledge, any order, rule or regulation applicable to the Borrower of any Governmental Authority having jurisdiction over the Borrower or its properties; which breach, default, conflict, Lien or violation would have a Material Adverse Effect; and

The Credit Agreement, as amended pursuant hereto, remains in full force and effect, unamended, and is enforceable against the Borrower in accordance with its terms, except as enforceability may be subject to or limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law.

Reference to and Effect on the Credit Agreement.

Costs and Expenses.

Effectiveness.

duly executed signature pages for this Amendment signed by the Borrower and the Administrative Agent shall have been delivered to the Administrative Agent;

the Administrative Agent shall have received an Officer's Certificate in form and substance satisfactory to the Agent to the effect that since the date of the most recent audited financial statements furnished to the Banks pursuant to Section 9.1 of the Credit Agreement, there has occurred no material adverse change in the business, operations, business prospects or financial condition of the Borrower and its Subsidiaries, taken as a whole; as of the date of said certificate, no Default has occurred or is continuing or will result from extending each of the Commitment Termination Dates; and, as of the date of said certificate, the representations and warranties made by the Borrower in Section 8 of the Credit Agreement (excluding Section 8.4(b)) are true and correct with the same force and effect as if made on and as of 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 respects as of such earlier date);

the Administrative Agent shall have received, for the benefit of the Lenders, a commitment fee equal to 0.03% of the Tranche A Commitments and 0.04% of the Tranche B Commitments.

Governing Law.

Counterparts.

Severability; Headings Descriptive.