Common use of Effectiveness Clause in Contracts

Effectiveness. The occurrence of the Effective Date is subject to the satisfaction (or waiver) of only the following conditions precedent: (a) the Administrative Agent (or its counsel) shall have received from (I) all Lenders hereunder as of the Effective Date, (II) the Administrative Agent and (III) the Borrower either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic 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 all fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Effective Date; (c) the Borrower shall have provided the documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective Date; (d) the Borrower shall have delivered to the Administrative Agent a customary written opinion (addressed to the Administrative Agent and the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type contemplated by this Agreement; (e) the Borrower shall have delivered to the Administrative Agent copies of the certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; (f) the Borrower shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; and (i) the representations and warranties set forth in Article V shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereof.

Effectiveness. The occurrence This Amendment shall become effective on the date that each of the Effective Date is subject to the satisfaction (or waiver) of only the following conditions precedent:shall have been satisfied (the “Effective Date”): (a) receipt by the Administrative Agent (or its counsel) shall have received from (I) all Lenders hereunder as of this Amendment, duly executed and delivered by the Effective DateBorrower, (II) the Administrative Agent and (III) the Borrower either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreementeach Bank; (b) the Borrower shall have paid all fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Effective Date; (c) the Borrower shall have provided the documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested receipt by the Arrangers or Agent of a Lender in writing at least ten (10) Business Days prior to the Effective Date; (d) the Borrower shall have delivered to the Administrative Agent a customary written opinion (addressed to the Administrative Agent and the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type contemplated by this Agreement; (e) the Borrower shall have delivered to the Administrative Agent copies of the manually signed certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; (f) the Borrower shall have delivered to the Administrative Agent copies, certified by from the Secretary or Assistant Secretary of the BorrowerBorrower in form and substance reasonably satisfactory to the Agent and dated as of the date hereof as to the incumbency of, and bearing manual specimen signatures of, the Authorized Signatories who are authorized to execute and take actions under this Amendment, the Agreement and the other Loan Documents for and on behalf of the Borrower (or a certification that no changes have been made to the certification regarding incumbency made in the Assistant Secretary’s Certificate dated as of the Effective Date and delivered pursuant to Section 3.01(f) of the Credit Agreement (the “Closing Date Certificate”), and certifying and attaching copies of (i) Charter Documents, with all amendments thereto (or a certification that no changes have been made to the Charter Documents delivered to the Agent pursuant to the Closing Date Certificate, (ii) the resolutions of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body Trustees authorizing the execution of transactions contemplated hereby, (iii) the Loan Documents to which it is a party investment advisory agreement between the Borrower and the Investment Manager as then in effect (or a certification that there no changes have been made to the investment advisory agreement delivered to the Agent pursuant to the Closing Date Certificate), (iv) the Custody Agreement then in effect (or a certification that no changes have been made to its certificate of incorporation provided the Custody Agreement delivered to the Agent pursuant to Section 4.01(ethe Closing Date Certificate) and (v) the Prospectus of the Borrower then in effect (or a certification that no changes have been made to the Prospectus dated June 26, 2007 and delivered to the Agent pursuant to the Closing Date Certificate); (gc) receipt by the Agent of a legal existence and good standing certificate for the Borrower shall have delivered to from the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in Secretary of State of the Bridge Facility Credit Agreement) and that State of Delaware, dated as of the Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Datea recent date; (hd) [reserved]receipt by the Agent of a certificate of trust of the Borrower, with all amendments, certified as of a recent date by the Secretary of State of the State of Delaware; (e) receipt by the Agent of the legal opinion of ▇▇▇▇▇▇▇▇ Ronon ▇▇▇▇▇▇▇ & ▇▇▇▇▇, LLP, counsel for the Borrower, covering such matters relating to the transactions contemplated hereby as the Agent and the Banks may reasonably request; and (if) receipt by the representations and warranties set forth in Article V shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) Agent of a fee letter dated as of the Effective Date, except date hereof between the Borrower and the Agent (the “Fee Letter”) and payment by the Borrower to the extent any such representation or warranty is stated to relate solely to an earlier dateAgent, in which case such representation or warranty shall have been true and correct in all material respects cash, (except to i) for the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower pro rata accounts of the satisfaction Banks, of a non-refundable upfront fee equal to twenty (20) basis points on the foregoing conditions shall be conclusive evidence thereofAggregate Commitment Amount and (ii) such other fees as are contemplated by such Fee Letter.

Effectiveness. The occurrence This Amendment shall become effective as of the date hereof (the “Amendment No. 5 Effective Date is Date”), subject to the satisfaction (or waiverwaiver by the Amendment No. 5 Consenting Term Lenders, the Additional 2024 Term Loan Lender and the 2024 Revolving Lenders) of only the following conditions precedentconditions: (a) counterparts of this Amendment shall have been executed and delivered by Holdings, the Borrower, the other Credit Parties, the Administrative Agent (or its counsel) shall have received from (I) all Lenders hereunder as of Agent, the Effective DateAdditional 2024 Term Loan Lender, (II) the Administrative Agent each Amendment No. 5 Consenting Term Lender, each 2024 Revolving Lender and (III) the Borrower either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreementeach Issuing Bank; (b) the Borrower Administrative Agent shall have paid all feesreceived customary secretary’s or assistant secretary’s certificates for each Credit Party (together with (i) applicable attachments or (ii) certifications that there have been no changes to the applicable attachments to the certificates delivered on the Closing Date or the Amendment No. 1 Effective Date, costs as applicable), in each case, substantially similar to the secretary’s or assistant secretary’s certificates (amended as necessary to reflect the transactions contemplated hereby) for such Credit Party that was delivered on the Closing Date or the Amendment No. 1 Effective Date, as applicable, or otherwise in form and expenses due and payable substance reasonably satisfactory to the Administrative Agent, for itself and on behalf of the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Effective Date; (c) the Administrative Agent shall have received from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Credit Parties, a customary opinion substantially similar to the opinion (amended as necessary to reflect the transactions contemplated hereby) that was delivered on the Closing Date or otherwise in form and substance reasonably satisfactory to the Administrative Agent; (d) no Default or Event of Default has occurred and is continuing or will exist immediately after giving effect to this Amendment and the incurrence (or conversion, as applicable) of the 2024 Term Loans and the 2024 Revolving Commitments; (e) each of the representations and warranties made by any Credit Party set forth in Article 8 of the Amended Credit Agreement or in any other Credit Document shall be true and correct in all material respects (without duplication of any materiality standard set forth in any such representation or warranty) on and as of the Amendment No. 5 Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such date (without duplication of any materiality standard set forth in any such representation or warranty); (f) all fees required to be paid by the Borrower on the Amendment No. 5 Effective Date as separately agreed with the Amendment No. 5 Lead Arrangers, the Amendment No. 5 Consenting Term Lenders, the Additional 2024 Term Loan Lender and the 2024 Revolving Lenders and, to the extent invoiced at least three Business Days prior to the Amendment No. 5 Effective Date, all reasonable and documented out-of-pocket expenses required to be reimbursed by the Borrower to the Amendment No. 5 Lead Arrangers, the Amendment No. 5 Consenting Term Lenders, the Additional 2024 Term Loan Lender the 2024 Revolving Lenders and the Administrative Agent (including the reasonable and documented out-of-pocket fees of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) shall have been paid, in each case to the extent due; (g) the Administrative Agent shall have received, in form and substance reasonably satisfactory to it, the results of customary bring-down UCC, tax and judgment lien searches with respect to the Credit Parties; (h) the Administrative Agent shall have received good standing certificates (or equivalent evidence) and bring-down letters or facsimiles, if any, for the Credit Parties from their respective jurisdictions of organization; (i) the Administrative Agent shall have received a Notice of Borrowing with respect to the 2024 Term Loans meeting the requirements of Section 2.03 of the Credit Agreement; (j) on the Amendment No. 5 Effective Date, the Administrative Agent shall have received a solvency certificate from a Responsible Officer of the Borrower substantially in the form of Exhibit I to the Credit Agreement; (i) the Administrative Agent shall have received a Notice of Loan Prepayment with respect to all Initial Term Loans that are not Converted Initial Term Loans and (ii) the Borrower shall have or shall, substantially concurrently with the incurrence of 2024 Term Loans, prepay the Initial Term Loans that are not Converted Initial Term Loans in full, together with all accrued and unpaid interest payable on such Initial Term Loans. (l) on the Amendment No. 5 Effective Date, the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions in clauses (d) and (e) of this Section 4; and (m) (x) the Credit Parties shall have provided or caused to be provided the documentation and other information about the Borrower to the Administrative Agent Agent, the Amendment No. 5 Consenting Term Lenders, the Additional 2024 Term Loan Lender and the 2024 Revolving Lenders that is are reasonably required by bank United States regulatory authorities under applicable “know your customer” and anti-money money-laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership RegulationAct, to the extent such information was reasonably requested by the Arrangers or a Lender in writing each case, at least ten (10) two Business Days prior to the Amendment No. 5 Effective Date and (y) if the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230, the Administrative Agent, each Amendment No. 5 Consenting Term Lender, the Additional 2024 Term Loan Lender and each 2024 Revolving Lender that requests a Beneficial Ownership Certification will have received, at least two Business Days prior to the Amendment No. 5 Effective Date; , a Beneficial Ownership Certification, consistent with the LSTA form beneficial ownership certification, in relation to the Borrower, in each case of clauses (dx) and (y) to the Borrower extent that the Administrative Agent or such Lender shall have reasonably requested such items or information in writing and delivered to the Administrative Agent a customary written opinion (addressed Credit Parties at least 10 Business Days prior to the Administrative Agent and the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type contemplated by this Agreement; (e) the Borrower shall have delivered to the Administrative Agent copies of the certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; (f) the Borrower shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; and (i) the representations and warranties set forth in Article V shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier dateAmendment No. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereof.5

Effectiveness. The occurrence amendments described in Section 1 above shall become effective upon the date (the “Effective Date”) that each of the Effective Date is subject to the satisfaction (or waiver) of only the following conditions precedent:has been satisfied in a manner satisfactory in form and substance to the Required Holder(s): (a) the Administrative Agent (or its counselRequired Holder(s) shall have received from (I) all Lenders hereunder as of the Effective Date, (II) the Administrative Agent and (III) the Borrower either following documents: (i) a counterpart of this Agreement signed on behalf of such party or letter agreement duly executed by the Company; (ii) customary written evidence reasonably certified copies of the SPV Credit Agreement and each other SPV Credit Document to be executed on the Effective Date each duly executed by the parties thereto and all agreements, instruments and other documents executed in connection therewith or delivered pursuant thereto, in form and substance satisfactory to the Administrative Agent Required Holder(s), and all conditions precedent to the effectiveness of the SPV Credit Agreement and the other SPV Credit Documents shall have been satisfied and the Company shall have applied the proceeds thereof that are funded on the Effective Date in accordance with the terms of the SPV Credit Agreement; (which may include telecopy iii) certified copies of the Second Amended and Restated Credit Agreement duly executed by the parties thereto and all agreements, instruments and other documents executed in connection therewith or electronic transmission delivered pursuant thereto, in form and substance satisfactory to the Required Holder(s), and all conditions precedent to the effectiveness of a signed signature page of this Agreementthe Second Amended and Restated Credit Agreement shall have been satisfied; (iv) that such party has signed a counterpart of the Third Amended and Restated Security Agreement duly executed by the Company and the Subordinated Collateral Agent; (v) counterparts of the Intercreditor Agreement duly executed by all parties thereto; (vi) counterparts of the Amended and Restated Receivables Intercreditor Agreement duly executed by all parties thereto; (vii) a legal opinion of the Company’s counsel, in form and substance satisfactory to the Required Holder(s); (viii) a Secretary’s Certificate of the Company certifying, among other things (1) as to the name, titles and true signatures of the officers of the Company authorized to sign this Agreementletter agreement and the other documents to be delivered in connection with this letter agreement, (2) that attached thereto is a true, accurate and complete copy of the certificate of incorporation or other formation document of the Company, certified by the Secretary of State of the state of organization of the Company as of a recent date, (3) that attached thereto is a true, accurate and complete copy of the by-laws, operating agreement or other organizational document of the Company, (4) that attached thereto is a true, accurate and complete copy of the resolutions of the board of directors or other managing body of the Company, duly adopted at a meeting or by unanimous written consent of such board of directors or other managing body, authorizing the execution, delivery and performance of this letter agreement and the other documents to be delivered by the Company in connection with this letter agreement, and that such resolutions have not been amended, modified, revoked or rescinded, are in full force and effect and are the only resolutions of the shareholders, partners or members of the Company or of such board of directors or other managing body or any committee thereof relating to the subject matter thereof; and (ix) a certificate of good standing for the Company from the Secretary of State of the state of organization of the Company dated as of a recent date; (b) the Borrower each Purchaser shall have paid all feesreceived a PDF of an executed Subordinated Note with an original to follow, costs and expenses due and payable evidencing in a principal amount equal to the Administrative Agent, for itself and on behalf principal amount of the Lenders, or its counsel Subordinated Notes held by it on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Fourth Amendment Effective Date; (c) all corporate and other proceedings in connection with the Borrower transactions contemplated by this letter agreement shall be reasonably satisfactory to the Required Holder(s) and its counsel, and the Required Holder(s) shall have provided the documentation and received all such counterpart originals or certified or other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent copies of such information was documents as they may reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective Daterequest; (d) the Borrower shall Purchasers have delivered to the Administrative Agent a customary written opinion (addressed to the Administrative Agent received payment of all costs and the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing expenses of the type contemplated by this Agreement; Purchasers (e) the Borrower shall have delivered including reasonable fees and disbursements of special counsel to the Administrative Agent copies of the certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; (f) the Borrower shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; and (i) the representations and warranties set forth in Article V shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereof.the

Effectiveness. The (a) This Agreement shall become effective on the date (the "Restatement Effective Date") on which (i) each Credit Party, each Agent and each of the Banks (including each Continuing Bank and each New Bank) and the Required Banks (under, and as determined in, the Existing Credit Agreement and determined immediately before the occurrence of the Restatement Effective Date is subject to the satisfaction (or waiver) of only the following conditions precedent: (a) the Administrative Agent (or its counselDate) shall have received from (I) all Lenders hereunder as of the Effective Date, (II) the Administrative Agent and (III) the Borrower either (i) signed a counterpart of this Agreement signed on behalf of such party hereof (whether the same or (iidifferent counterparts) customary written evidence reasonably satisfactory and shall have delivered the same to the Administrative Agent at its Notice Office or, in the case of the Banks, shall have given to the Administrative Agent telephonic (which may include confirmed in writing), written, telecopy or electronic transmission of a telex notice (actually received) at such office that the same has been signed signature page of this Agreementand mailed to it and (ii) that such party has signed a counterpart of this Agreement;the conditions set forth in Article 4A hereof are satisfied. (b) On the Borrower shall have paid all fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Restatement Effective Date; (c) the Borrower shall have provided the documentation , each New Bank and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective Date; (d) the Borrower Continuing Bank shall have delivered to the Administrative Agent a customary written opinion for the account of the Borrower an amount equal to (addressed i) in the case of each New Bank, the Revolving Loans to be made by such New Bank on the Restatement Effective Date and (ii) in the case of each Continuing Bank, the amount by which the principal amount of Revolving Loans to be made and/or converted by such Continuing Bank on the Restatement Effective Date exceeds the amount of the Existing Revolving Loans of such Continuing Bank outstanding on the Restatement Effective Date. Notwithstanding anything to the contrary contained in this Section 11.10(b), in satisfying the foregoing condition, unless the Administrative Agent shall have been notified by any Bank prior to the occurrence of the Restatement Effective Date that such Bank does not intend to make available to the Administrative Agent and the Lenders) of Wachtellsuch Bank's Revolving Loans required to be made by it on such date, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type contemplated by this Agreement; (e) the Borrower shall have delivered to then the Administrative Agent copies may, in reliance on such assumption, make available to the Borrower the corresponding amounts in accordance with the provisions of the certificate Section 1.04 of incorporation of the Borrower, together with all amendments theretothis Agreement, and a certificate of good standing for the Borrower, each certified making available by the appropriate governmental officer in its jurisdiction of incorporation; (f) the Borrower shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; and (i) the representations and warranties set forth in Article V shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from amounts shall satisfy the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereofcondition contained in this Section 11.10(b).

Effectiveness. The occurrence This Amendment shall be effective as of the date first written above (the “First Amendment Effective Date is subject to Date”) upon the satisfaction (or waiver) receipt by the Agent of only the following conditions precedentfollowing: (a) the Administrative Agent (or its counsel) shall have received from (I) all Lenders hereunder as counterparts of this Amendment duly executed and delivered by each of the Effective DateBorrower, (II) the Administrative Banks and the Agent and (III) counterparts of the Borrower either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to amended and restated Fee Letter, duly executed by the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreementand the Borrower; (b) a certificate duly executed by an officer of the Borrower shall have paid all fees, costs and expenses due and payable which is reasonably satisfactory to the Administrative Banks to the effect set forth in clauses (c) (provided if the Borrower is not submitting a Notice of Borrowing on the First Amendment Effective Date, reference to borrowings shall not be required) and (d) of Section 3.02 of the Credit Agreement, such certificate to be dated as of the First Amendment Effective Date and to be in form and substance reasonably satisfactory to the Agent; (c) a duly executed certificate from the Secretary or Assistant Secretary of the Borrower in form and substance reasonably satisfactory to the Agent and dated as of the First Amendment Effective Date as to the incumbency of, and bearing specimen signatures of, the Authorized Signatories who are authorized as of the date hereof to execute and take actions hereunder and under the Loan Documents for itself and on behalf of the Lenders, Borrower (or its counsel a certification that the incumbency of the Authorized Signatories set forth on that certificate delivered to the Agent pursuant to Section 3.01(f) of the Credit Agreement on the Effective Date (the “Closing Date Certificate”) remains true and accurate as of the date hereof); and certifying and attaching copies of (i) Charter Documents, with all amendments thereto (or a certification that the Charter Documents delivered to the Agent and referenced in the Closing Date Certificate have not been amended, supplemented or modified and are in full force and effect); (ii) the resolutions of the Borrower’s Board of Directors authorizing the transactions contemplated hereby; (iii) the current Prospectus as then in effect (or a certification that the Prospectus delivered to the Agent and referenced in the Closing Date Certificate has not been amended, supplemented or modified and is currently in effect); (iv) the investment management agreement between the Borrower and the Investment Adviser as then in effect (or a certification that the investment management agreement delivered to the Agent and referenced in the Closing Date Certificate has not been amended, supplemented or modified and is in full force and effect); and (v) the Custody Agreement (or a certification that the Custody Agreement delivered to the Agent and referenced in the case of expenses) for which the Borrower Closing Date Certificate has received an invoice at least three (3) Business Days prior to the Effective Date; (c) the Borrower shall have provided the documentation not been amended, supplemented or modified and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” in full force and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective Dateeffect); (d) a legal existence and good standing certificate for the Borrower shall have delivered to from the Administrative Agent a customary written opinion (addressed to the Administrative Agent and the Lenders) Secretary of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing State of the type contemplated by this AgreementState of Maryland dated as of a recent date; (e) the Borrower shall have delivered to the Administrative Agent copies a copy of the certificate of incorporation of the Borrower, together with all amendments theretoamendments, and certified as of a certificate of good standing for the Borrower, each certified recent date by the appropriate governmental officer in its jurisdiction Secretary of incorporation;State of the State of Maryland; and (f) the Borrower shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary payment of the Borrower, of the Borrower’s by-laws all fees and of its Board of Directors’ resolutions expense payable hereunder and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; and (i) the representations and warranties set forth in Article V shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereofFee Letter.

Effectiveness. The This Agreement shall become effective as of the date of this Agreement, and the Credit Agreement shall be amended as provided in this Agreement, upon the occurrence of the Effective Date is subject to the satisfaction (or waiver) of only the following conditions precedent: (a) the Administrative Agent (or its counsel) Borrower shall have received from (I) all Lenders hereunder as delivered duly and validly executed originals of the Effective Date, (II) this Agreement to the Administrative Agent and (III) the Borrower either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to Requisite Lenders and the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of shall have executed and delivered this Agreement; (b) the Borrower representations and warranties in this Agreement shall have paid be true and correct in all fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Effective Datematerial respects; (c) the Borrower Administrative Agent shall have provided the documentation and other information about received a duly executed reaffirmation of each Guaranty by a Subsidiary of the Borrower in form and substance satisfactory to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective DateAgent; (d) the Borrower shall have delivered to the Administrative Agent a customary written opinion (addressed paid to the Administrative Agent and to each Lender the Lenders) of Wachtellfees and expenses payable to them pursuant to the Offering Memorandum dated September, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type contemplated by this Agreement; (e) 2000 and under any other agreement between the Borrower shall have delivered to and the Administrative Agent copies of the certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporationAgent; (f) the Borrower shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; and (i) the representations Subsidiary of the Borrower which makes the tender offer for the common stock of the Target shall have acquired more than a majority (on a fully diluted basis) of the common stock of the Target in accordance with the terms of the tender offer and warranties set forth in Article V accordance with all applicable legal requirements; (ii) taking into account the effect of shareholders' appraisal rights, the Administrative Agent shall be true satisfied that the sole right of the shareholders of Target who do not tender their shares pursuant to the tender offer shall be to receive a cash payment pursuant to the merger; (iii) the respective boards of directors of the Target and correct the Borrower and its Subsidiaries shall not have withdrawn, modified, or terminated their approval of the tender offer, the documents relating thereto, or any of the transactions contemplated thereby; (iv) the Lenders' financing of the tender offer and the security arrangements in connection therewith shall not result in any violation of Regulations U or X as in effect on the date of such financing; (v) the Administrative Agent shall be satisfied that the tender offer and the merger can be consummated without triggering any "poison pill," "shark repellant," or similar anti-takeover device and without any adverse effect from any applicable anti-takeover statutes; and (vi) the Administrative Agent shall have received a copy of a fairness opinion relating to the Target; and (f) all governmental, shareholder, and all material respects third-party non- governmental consents (except to the extent such representations including ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ clearance) and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) approvals required as of the Effective Date, except to closing date in connection with the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty Transaction and the other transactions contemplated hereby shall have been true obtained; all such consents and correct approvals shall be in full force and effect; and all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties applicable waiting periods shall have been true and correct in all respects) expired without any action being taken by any authority that could reasonably be expected to restrain, prevent, or impose any material adverse conditions on and as of the Transaction or such earlier date. Any written notice from the Administrative Agent other transactions or that could reasonably be expected to the Borrower seek or threaten any of the satisfaction of the foregoing conditions shall be conclusive evidence thereofforegoing.

Effectiveness. The occurrence This Amendment shall become effective on the date (the “Second Amendment Effective Date”) when the Administrative Agent has received each of the Effective Date is subject following, in form and substance satisfactory to the satisfaction (or waiver) of only the following conditions precedentAdministrative Agent: (a) counterparts of this Amendment signed by each Loan Party, the Administrative Agent (or its counsel) shall have received from (I) all Lenders hereunder as of Agent, each Add-On Term Lender and the Effective Date, (II) the Administrative Agent and (III) the Borrower either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementRequired Lenders; (b) a certificate signed by each Loan Party certifying that the Borrower shall have paid all fees, costs representations and expenses due warranties set forth in Sections 3(a) through 3(e) are true and payable to the Administrative Agent, for itself and on behalf of the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Effective Datecorrect; (c) favorable opinions of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Lenders and the Administrative Agent; (d) evidence that concurrently with the effectiveness of this Amendment, the Borrower shall have provided will acquire Global HR Research, LLC; (e) certified copies of all documents evidencing any necessary corporate (or other similar) action, and any material third-party consents and governmental approvals (if any) required for the execution, delivery and performance (including the intended use of the Add-On Term Loans) by each Loan Party of this Amendment; (f) certified copies of resolutions of the Governing Body of each Loan Party authorizing or ratifying the execution, delivery and performance by such Person of this Amendment; (g) certified copies of Uniform Commercial Code and other lien search reports dated a date reasonably near to the Second Amendment Effective Date, listing all effective financing statements that name any Loan Party (under its present name and any previous names) as debtor, together with copies of such financing statements; (h) a pro forma Compliance Certificate giving effect to the Acquisition of Global HR Research, LLC and the Add-On Term Loans; (i) all documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, including the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective DateAct; (dj) certification that since December 31, 2014, there has been no event that constitutes or would reasonably be expected to have a Material Adverse Effect; (k) evidence that all fees and other amounts that are then due and payable pursuant to the Fee Letter dated as of June 29, 2015 between the Borrower and BMO Capital Markets Corp. and pursuant to Section 15.6 of the Credit Agreement shall have delivered been paid; (l) a joinder agreement with respect to any Add-On Lender that was not a party to the Administrative Agent a customary written opinion (addressed to the Administrative Agent and the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type contemplated by this Credit Agreement; (em) evidence that on the Second Amendment Effective Date, after giving effect to the Add-On Term Loans and the Acquisition described in Section 4(h), the Borrower has a Total Leverage Ratio of less than 3.0 to 1.0; provided that solely for purposes of this Section 4(m), Total Leverage Ratio shall have delivered to be calculated by including in Total Debt the Administrative Agent copies unused portion of the certificate Revolving Commitment Amount and excluding from Total Debt the amount of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporationany Capitalized Lease Obligations; (fn) the Borrower Revolving Oustandings shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Effective Date, the commitments under the Bridge Facility shall not be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]greater than $30,000,000; and (io) the representations and warranties set forth in Article V shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) other documents as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereofor any Lender may reasonably request.

Effectiveness. The occurrence This Amendment shall become effective on and as of the Effective Date is subject to the satisfaction (or waiver) date on which each of only the following conditions precedent:precedent is satisfied (such date, the “Amendment Effective Date”): (a) The Administrative Agent shall have received duly executed and delivered counterparts of this Amendment that, when taken together, bear the signatures of Parent, the Borrower, each Subsidiary Guarantor and the Required Lenders. (b) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by a Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01 of the Credit Agreement. (c) The Administrative Agent shall have received payment from the Borrower, (a) for the account of each Non-Extended Funded Term Loan Lender that shall have unconditionally and irrevocably delivered to the Administrative Agent (or its counsel) shall have received from its executed signature page to this Amendment at or prior to 5:00 p.m., New York City time, on August 2, 2012 (I) all Lenders hereunder the “Delivery Time”), an amendment fee in an amount equal to 0.05% of the aggregate outstanding principal amount of such Lender’s Non-Extended Funded Term Loans as of the Amendment Effective Date, (II) the Administrative Agent Date and (IIIb) for the Borrower either (i) a counterpart account of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory each Extended Term Loan Lender that shall have unconditionally and irrevocably delivered to the Administrative Agent (which may include telecopy or electronic transmission of a signed its counsel) its executed signature page of to this Agreement) that such party has signed a counterpart of this Agreement; (b) the Borrower shall have paid all fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Lenders, Amendment at or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Effective Date; (c) the Borrower shall have provided the documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsDelivery Time, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective Date; (d) the Borrower shall have delivered to the Administrative Agent a customary written opinion (addressed to the Administrative Agent and the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type contemplated by this Agreement; (e) the Borrower shall have delivered to the Administrative Agent copies of the certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; (f) the Borrower shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Effective Date, the commitments under the Bridge Facility shall be reduced amendment fee in an amount equal to 1000.25% of the Aggregate Commitments substantially concurrently with the occurrence aggregate outstanding principal amount of such Lender’s Extended Term Loans as of the Amendment Effective Date;. Such fees shall be payable in immediately available funds and, once paid, shall not be refundable in whole or in part. (hd) [reserved]; and (i) The Administrative Agent shall have received all other Fees and other amounts due and payable on or prior to the representations and warranties set forth in Article V shall be true and correct in all material respects (except Amendment Effective Date, including, to the extent such representations and warranties are qualified invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by “materiality” the Borrower in connection with the transactions contemplated hereby or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as under any other Loan Document. The Administrative Agent shall notify the parties hereto of the Amendment Effective Date, except to the extent any Date and such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereofand binding.

Effectiveness. The occurrence of This Amendment shall be deemed effective upon the Effective Date is subject due execution and delivery to the satisfaction (or waiver) of only the following conditions precedent: (a) the Administrative Agent (or its counsel) shall have received from (I) all Lenders hereunder as of the Effective Date, (II) the Administrative Collateral Agent and (III) the Borrower either (i) a counterpart of this Agreement signed on behalf Lenders, in form and substance satisfactory to Collateral Agent and each Lender, of such party documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic 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 all fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Effective Date; (c) the Borrower shall have provided the documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsappropriate, including, without limitation: a) this Amendment, executed by Borrower, Collateral Agent and each Lender; b) a warrant to purchase stock, executed by Borrower; c) secured promissory notes, executed by Borrower; d) a Corporate Borrowing Certificate by Borrower dated as of the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the First Amendment Effective Date; (de) the a Perfection Certificate for Borrower shall have delivered to the Administrative Agent a customary written opinion (addressed to the Administrative Agent and the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing dated as of the type contemplated by this AgreementFirst Amendment Effective Date; (e) the Borrower shall have delivered to the Administrative Agent copies of the certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; (f) the Operating Documents and good standing certificates of Borrower shall have delivered to the Administrative Agent copies, and its Subsidiaries certified by the Secretary of State (or Assistant Secretary equivalent agency) of the Borrower, of the Borrower’s by-laws and such Subsidiaries’ jurisdiction of its Board organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of Directors’ resolutions and a date no earlier than thirty (30) days prior to the First Amendment Effective Date; g) certified copies of resolutions financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e)terminated or released; (gh) the Borrower shall have delivered a Disbursement Letter executed by Borrower; i) payment of a fee with respect to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Original Oxford Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% Five Hundred Forty Two Thousand Five Hundred Dollars ($542,500), which for the avoidance of doubt, is in addition to and not a substitution for the Final Payment to be paid with respect to the Term Loans (including the Original Oxford Term Loan) in accordance with Section 2.5(c) of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]Loan Agreement; and (ij) Borrower’s payment of all Lenders’ Expenses incurred through the representations and warranties set forth in Article V shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as date of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereofthis Amendment.

Effectiveness. The occurrence This Agreement shall become effective on the date that each of the Effective Date is subject to the satisfaction (or waiver) of only the following conditions precedent:shall have been satisfied (or waived in accordance with Section 9.5): (a) the Administrative Agent (or its counsel) shall have received from (I) all Lenders hereunder as each of the Effective DateBorrower, each Issuing Bank and the Banks (II) the Administrative Agent and (III) the Borrower either (ix) a counterpart of this Agreement signed on behalf of such party Person or (iiy) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic facsimile transmission of a signed signature page of this Agreement) that such party Person has signed a counterpart of this Agreement; (b) the Borrower shall have paid all fees, costs and expenses due and payable to receipt by the Administrative Agent, for itself and on behalf Agent of the Lenders, or its counsel on written opinions (each dated the Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Effective Date; (c) the Borrower shall have provided the documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective Date; (d) the Borrower shall have delivered to the Administrative Agent a customary written opinion (addressed to the Administrative Agent and the Lenders) of Wachtell, Lipton, R(i) the General Counsel of the Borrower and (ii) Hunton & ▇▇▇▇ & K▇▇▇ ▇▇▇, special New York counsel for the Borrower, in each case in form and substance satisfactory to the Administrative Agent and the Lenders covering customary legal such matters for an unsecured bank loan financing relating to the Borrower, the Loan Documents and the transactions contemplated hereby as they may require; (c) all Existing Bank Debt shall be paid in full, all Liens, if any, securing the same and all commitments thereunder shall be terminated, and the Administrative Agent shall have received satisfactory evidence of the type contemplated by this Agreementforegoing; (d) all fees payable to the Lenders and the Agents on the Effective Date, and the reasonable fees and expenses of counsel to the Administrative Agent incurred in connection with the preparation, negotiation and closing of the Loan Documents, shall have been paid; (e) the Borrower Administrative Agent shall have delivered to the Administrative Agent copies of the certificate of incorporation of the Borrower, together with all amendments thereto, and received (i) a certificate of good standing for with respect to the Borrower, each certified by Borrower from the appropriate governmental officer in Secretary of State of its jurisdiction state of incorporation; , and (fii) the Borrower shall have delivered to the Administrative Agent copies, certified by a certificate of the Secretary or an Assistant Secretary of the Borrower, of in form and substance reasonably satisfactory to the Borrower’s by-laws and of its Board of Directors’ Administrative Agent, attaching (A) organizational documents, (B) resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents and the transactions contemplated thereby which are in full force and effect, and (C) containing an incumbency certification with respect to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e)each officer thereof signing any Loan Document; (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; and (if) the representations and warranties set forth in Article V shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties 4 are true and correct in all respects) on and as of the Effective Date, except ; and (g) no Default shall have occurred and be continuing on the Effective Date. Notwithstanding anything to the extent contrary contained in this Section 3.1, this Agreement shall not become effective or be binding on any such representation or warranty is stated to relate solely to an earlier dateparty hereto unless not later than November 1, in which case such representation or warranty shall have been true and correct in 2009, all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions are satisfied (or waived in accordance with Section 9.5). The Borrower and the Banks party to the Existing Agreements, to the extent that the Banks constitute “Required Banks” thereunder, hereby agree that the commitments to extend credit thereunder shall terminate automatically upon the Effective Date. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive evidence thereofand binding on all parties hereto.

Effectiveness. The occurrence This Amendment shall become effective as of the date first set forth above (the “Second Amendment Effective Date is subject to the Date”) upon satisfaction (or waiver) of only the following conditions precedent: (a) the The Administrative Agent (or its counsel) shall have received from (I) all Lenders hereunder as of the Effective Date, (II) the Administrative Agent and (III) the Borrower either (i) a counterpart of this Agreement Amendment signed on behalf of such party the Borrower and each of the Lenders or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy facsimile or other electronic transmission of a signed signature page of this AgreementAmendment) that such party each of the Borrower and the Lenders has signed a counterpart of this Agreement;Amendment. (b) The Administrative Agent shall have received each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent: (i) Certified copies of resolutions of the board of directors or equivalent managing body of the Borrower approving the transactions contemplated by this Amendment and of all documents evidencing other necessary organizational action of the Borrower with respect to this Amendment and the documents contemplated hereby; (ii) A certificate of the secretary or an assistant secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Amendment and the documents contemplated hereby; and (iii) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent. (c) The Administrative Agent shall have paid all feesreceived evidence, costs and expenses due and payable satisfactory to the Administrative Agent, for itself and on behalf of the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which that the Borrower has received an invoice at least three (3) Business Days prior to the Effective Date; (c) the Borrower shall have provided the documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulationpaid all fees and, to the extent such information was reasonably requested billed, expenses payable by the Arrangers or a Lender in writing at least ten Borrower hereunder on the Second Amendment Effective Date (10) Business Days prior including amounts then payable to the Effective Date;Agents or their affiliates acting as arrangers in connection with this Amendment). (d) the Borrower The Administrative Agent shall have delivered to the Administrative Agent a customary written opinion received (addressed to the Administrative Agent and the Lendersi) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing evidence of the type contemplated effectiveness of an amendment to that certain Credit Agreement, dated as of October 15, 2010 (as amended), among Exelon Corporation, as successor by this Agreement;merger to Constellation Energy Group, Inc. (“CEG Borrower”), the lenders parties thereto and Bank of America, N.A., as administrative agent, pursuant to which the maturity date thereunder has been shortened to December 31, 2012 or (ii) reasonably satisfactory evidence that the CEG Borrower has submitted irrevocable notice in accordance with such credit agreement sufficient to terminate all commitments and pay all amounts outstanding thereunder on or prior to December 31, 2012. (e) the Borrower shall have delivered to the Administrative Agent copies of the certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; (f) the Borrower shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; and (i) the The representations and warranties set forth in Article V shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties Section 2 hereof are true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereofcorrect.

Effectiveness. The occurrence This Amendment and the amendment of the Credit Agreement effected hereby shall become effective as of the first date (the "Amendment Effective Date is subject to the satisfaction (or waiverDate") of only on which the following conditions precedenthave been satisfied: (a) the The Administrative Agent (or its counsel) shall have received from duly executed counterparts hereof that, when taken together, bear the signatures of (I) all Lenders hereunder as of the Effective Date, (IIi) the Administrative Agent and Agent, (IIIii) the Borrower either and (iiii) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;Required Lenders. (b) the Borrower The Administrative Agent shall have paid all fees, costs and expenses due and payable received a certificate of a Financial Officer to the Administrative Agent, for itself effect that the representations and warranties set forth in Section 3 hereof are true and correct on behalf and as of the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Amendment Effective Date;. (c) The Administrative Agent shall have received a favorable opinion of counsel to the Borrower shall have provided the documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership RegulationSubsidiary Loan Parties, to the extent such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective Date; (d) the Borrower shall have delivered to the Administrative Agent a customary written opinion (addressed to the Administrative Agent and the LendersLenders and dated the Amendment Effective Date, covering such matters relating to this Amendment, the Credit Agreement, as amended hereby, and the other Loan Documents and the security interests thereunder, and the satisfaction by CPI of the Collateral and Guarantee Requirement as the Administrative Agent shall reasonably request, and such opinion of counsel shall be reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of Wachtelleach Loan Party, Lipton, R▇▇▇▇ & K▇▇▇ covering customary the authorization of this Amendment and the transactions contemplated hereby (including the satisfaction by CPI of the Collateral and Guarantee Requirement) and any other legal matters for an unsecured bank loan financing of relating to the type Loan Parties, this Amendment, the other Loan Documents and the transactions contemplated by this Agreement;hereby, all in form and substance reasonably satisfactory to the Administrative Agent. (e) At or prior to the Borrower time that the CPI Contribution is made, the Collateral and Guarantee Requirement shall have delivered been satisfied by CPI and with respect to the Administrative Agent copies all Equity Interests of the certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified CPI owned by the appropriate governmental officer in its jurisdiction of incorporation;Loan Parties. (f) the Borrower The Administrative Agent shall have delivered received all fees and other amounts due from any Loan Party hereunder or under the Credit Agreement or any other Loan Document on or prior to the Administrative Agent copiesAmendment Effective Date and, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in extent invoiced on or prior to the Bridge Facility Credit Agreement) and that as of the Amendment Effective Date, the commitments reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder or under the Bridge Facility Credit Agreement or any other Loan Document. The Administrative Agent shall be reduced in an amount equal to 100% notify the Borrower and the Lenders of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; and (i) the representations and warranties set forth in Article V shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as of the Amendment Effective Date, except to the extent any and such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereofand binding.

Effectiveness. The occurrence This Amendment shall become effective as of the first date (the “Amendment Effective Date is subject to the satisfaction (or waiverDate”) of only the following conditions precedenton which: (a) the Administrative Agent (or its counsel) shall have received from the Borrower, the Swingline Lender, each Issuing Bank and each Extending Lender (Iwhich Extending Lenders shall constitute at least the Required Lenders) all Lenders hereunder as of the Effective Date, (II) the Administrative Agent and (III) the Borrower either (i) a counterpart of this Agreement Amendment signed on behalf of such party or (ii) customary facsimile or other written evidence reasonably confirmation satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) confirming that such party has signed a counterpart of this AgreementAmendment; (b) the Borrower Administrative Agent shall have paid received all feesdocuments the Administrative Agent may reasonably request relating to the existence of the Borrower and the corporate authority for and the authorization of this Amendment, costs all in form and expenses due and payable substance reasonably satisfactory to the Administrative Agent, for itself and on behalf of the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Effective Date; (c) the Borrower Administrative Agent shall have provided received a certificate, dated the documentation and other information about Amendment Effective Date, of a financial officer of the Borrower to confirming the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” accuracy of the representations and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Arrangers or a Lender warranties set forth in writing at least ten (10) Business Days prior to the Effective DateSection 4 of this Amendment; (d) the Borrower shall have delivered paid to the Administrative Agent a customary written opinion (addressed for the account of each Extending Lender, the fees required to be paid on the Administrative Agent and Amendment Effective Date pursuant to any fee letters separately agreed with the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type contemplated by Amendment Arranger in connection with this Agreement;Amendment; and (e) the Borrower shall have delivered paid to the Administrative Agent copies of the certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; (f) the Borrower shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; and (i) the representations Administrative Agent and warranties set forth in Article V shall the Amendment Arranger, for their own accounts, all reasonable and documented fees and disbursements of counsel required to be true paid by it pursuant to Section 9.03 of the Credit Agreement and correct in all material respects (except Section 6(c) hereof for which reasonably detailed invoices have been presented to the extent such representations Borrower on or before the date that is one day prior to the Amendment Effective Date and warranties are qualified (ii) the Amendment Arranger, for its own account, all fees required to be paid by “materiality” it on or “Material Adverse Effect” or similar terms, before the Amendment Effective Date in which case such representations the amounts heretofore mutually agreed. The Administrative Agent shall notify the Borrower and warranties are true and correct in all respects) as the Lenders of the Amendment Effective Date, except to the extent any and such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereofand binding.

Effectiveness. The occurrence This Refinancing Amendment shall become effective as of the date (the “First Refinancing Amendment Effective Date is subject to the satisfaction (or waiverDate”, which date was August 13, 2018) on which each of only the following conditions precedentshall have been satisfied: (a) the Administrative Agent (or its counsel) shall have received from counterparts of this Refinancing Amendment that, when taken together, bear the signatures of (Ii) all Lenders hereunder as of the Effective DateHoldings, (IIii) the Borrower, (iii) each other Loan Party that is party hereto, (iv) the Administrative Agent Agent, (v) each 2018 Other Term Lender specified on Schedule 2.01 and (IIIvi) solely with respect to Section 3 hereof, the Borrower either Lenders constituting Required Lenders (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory immediately after giving effect to the Administrative Agent (which may include telecopy or electronic transmission incurrence of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreementthe 2018 Other Term Loans); (b) the Borrower Administrative Agent shall have paid all fees, costs and expenses due and payable received a solvency certificate substantially in the form of Exhibit B to the Administrative Agent, for itself and on behalf Credit Agreement (with appropriate modifications to reflect the consummation of the Lenders, or its counsel transactions contemplated by this Refinancing Amendment on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the First Refinancing Amendment Effective Date); (c) the Borrower Administrative Agent shall have provided received such other documents and certificates as the documentation Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party and the authorization of this Refinancing Amendment and amendment of the Credit Agreement and the other information about the Borrower transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective DateAgent; (d) the Borrower Administrative Agent shall have delivered to the Administrative Agent received a customary written legal opinion (addressed to the Administrative Agent and the Lenders) of Wachtell, Lipton, R▇▇▇▇▇▇ & K▇▇▇▇▇▇▇ covering customary legal matters for an unsecured bank loan financing of LLP, special New York counsel to the type contemplated by this AgreementLoan Parties; (e) the Borrower Administrative Agent shall have delivered to the Administrative Agent copies of the certificate of incorporation of the Borrower, together with all amendments thereto, and received a certificate of good standing for a Responsible Officer of the Borrower, each certified by Borrower dated as of the appropriate governmental officer First Refinancing Amendment Effective Date (i) as to the accuracy in its jurisdiction all material respects of incorporationthe representations and warranties specified in Section 4 hereof and (ii) certifying that the condition set forth in clause (f) below has been satisfied; (f) the Borrower shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary no Default exists as of the BorrowerFirst Refinancing Amendment Effective Date, of both immediately before and immediately after giving effect to this Refinancing Amendment and the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e)transactions contemplated hereby; (g) the Borrower Administrative Agent and the Refinancing Amendment Arrangers, as applicable, shall have delivered received (or will receive substantially simultaneously with the funding of the 2018 Other Term Loans) payment of all fees and other amounts due and payable on or prior to the First Refinancing Amendment Effective Date and, to the extent invoiced at least 2 Business Days prior to the First Refinancing Amendment Effective Date (or such later date as the Borrower may agree), reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document, including the reasonable and reasonably documented out-of-pocket fees, charges and disbursements of counsel for the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective DateAgent; (h) [reserved]the Borrower shall have made (or substantially concurrently with the funding of the 2018 Other Term Loans will make) the First Refinancing Amendment Prepayment; and (i) the representations Administrative Agent shall have received a “Life-of-Loan” Federal Emergency Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with notice about special flood hazard area status and warranties set forth flood disaster assistance, duly executed by the Borrower, and evidence of flood insurance in Article V shall be true and correct in all material respects (except to compliance with the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar termsFlood Program, in which case such representations the event any Mortgaged Property is located in a special flood hazard area. The Administrative Agent shall notify the Borrower and warranties are true and correct in all respects) as the 2018 Other Term Lenders of the First Refinancing Amendment Effective Date, except to the extent any and such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereofand binding.

Effectiveness. The occurrence This Amendment shall become effective as of the Effective Date is subject to date first above written upon the satisfaction (or waiver) Seller’s fulfillment of only the following conditions precedent: 3.1 The Administrative Agent shall have received (or be satisfied that it will receive by such deadline as the Administrative Agent shall specify) the following, all of which must be satisfactory in form and content to the Administrative Agent: (a) this Amendment, duly executed by the Seller, the Required Buyers, and the Administrative Agent (or its counsel) shall have received from (I) all Lenders hereunder as of the Effective Date, (II) the Administrative Agent and (III) the Borrower either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementAgent; (b) an amended and restated Fee Letter, duly executed by the Borrower Seller and the Administrative Agent; and (c) a certificate of the General Partner’s corporate secretary or assistant secretary or other authorized officer dated as of the date hereof as to (i) the incumbency of the officers of the Seller executing this Amendment and all other Repurchase Documents executed or to be executed by or on behalf of the Seller, (ii) the authenticity of their signatures, and specimens of their signatures shall have paid all feesbe included in such certificate or set forth on an exhibit attached to it (the Administrative Agent, costs the Buyers and expenses due and payable the Custodian shall be entitled to rely on that certificate until the Seller has furnished a new certificate to the Administrative Agent), for itself and on behalf (iii) resolutions of the LendersGeneral Partner’s board of directors, or its counsel on authorizing the Effective Date execution, delivery and performance by the Seller of this Amendment and all other Repurchase Documents to be delivered by the Seller pursuant to this Amendment and (in iv) copies of the case Seller’s (1) limited partnership agreement, (2) certificate of expenses) for which limited partnership issued by the Borrower has received an invoice at least three state of Texas, (3) Business Days prior to the Effective Date; (c) the Borrower shall have provided the documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective Date; (d) the Borrower shall have delivered to the Administrative Agent a customary written opinion (addressed to the Administrative Agent and the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type contemplated by this Agreement; (e) the Borrower shall have delivered to the Administrative Agent copies of the certificate articles of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; (f) the Borrower shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of State of the Borrower, State of the Borrower’s by-laws General Partner, and of its Board of Directors’ resolutions (4) bylaws and of resolutions all amendments, or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have such documents since a true and correct copy thereof was delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Effective Date, the commitments under the Bridge Facility shall be reduced such documents are in an amount equal full force and effect. 3.2 Payment to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; and (i) the representations and warranties set forth in Article V shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent or the Custodian, as applicable, of all fees and expenses (including the disbursements and reasonable fees of the Administrative Agent’s attorneys) of the Administrative Agent and the Buyers payable by Seller pursuant to Section 9 of the Repurchase Agreement accrued and billed for to the Borrower date of the satisfaction Seller’s execution and delivery of the foregoing conditions shall be conclusive evidence thereofthis Agreement.

Effectiveness. The occurrence amendments described in Section 1 above shall become effective upon the date (the “Effective Date”) that each of the Effective Date is subject to the satisfaction (or waiver) of only the following conditions precedent:has been satisfied in a manner satisfactory in form and substance to the Required Holder(s): (a) the Administrative Agent (or its counselRequired Holder(s) shall have received from (I) all Lenders hereunder as of the Effective Date, (II) the Administrative Agent and (III) the Borrower either following documents: (i) a counterpart of this Agreement signed on behalf of such party or letter agreement duly executed by the Company; (ii) customary written evidence reasonably certified copies of the SPV Revolving Credit Agreement and each other SPV Credit Document each duly executed by the parties thereto and all agreements, instruments and other documents executed in connection therewith or delivered pursuant thereto, in form and substance satisfactory to the Administrative Agent (which may include telecopy or electronic transmission Required Holder(s), and all conditions precedent to the effectiveness of a signed signature page the SPV Revolving Credit Agreement and the other SPV Credit Documents shall have been satisfied and the Company shall have applied the proceeds thereof in accordance with the terms of this Agreement) that such party has signed a counterpart of this the SPV Revolving Credit Agreement; (iii) certified copies of the CIT Documents each duly executed by the parties thereto and all agreements, instruments and other documents executed in connection therewith or delivered pursuant thereto, in form and substance satisfactory to the Required Holder(s), and all conditions precedent to the effectiveness of the CIT Documents shall have been satisfied; (iv) certified copies of the Amended and Restated Credit Agreement duly executed by the parties thereto and all agreements, instruments and other documents executed in connection therewith or delivered pursuant thereto, in form and substance satisfactory to the Required Holder(s), and all conditions precedent to the effectiveness of the Amended and Restated Credit Agreement shall have been satisfied; (v) a counterpart of the Amended and Restated Security Agreement duly executed by the Company; (vi) counterparts of the Receivables Intercreditor Agreement duly executed by all parties thereto; (vii) evidence satisfactory to the Required Holder(s) that the Company and its Subsidiaries shall have (a) caused all notes in respect of all indebtedness and other obligations outstanding under the Securitization Documents (as defined in the Purchase Agreement immediately prior to giving effect to this letter agreement (“Existing Securitization Indebtedness”) to be cancelled by Fingerhut Funding LLC, (b) the Borrower shall have paid terminated any commitments to lend or make other extensions of credit in respect of Existing Securitization Indebtedness, and (c) delivered to each Purchaser evidence that all fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf Liens securing Existing Securitization Indebtedness or other obligations of the Lenders, or Company and its counsel Subsidiaries thereunder being repaid on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Second Amendment Effective Date; (cviii) a legal opinion of the Borrower shall have provided the documentation Company’s in-house counsel, in form and other information about the Borrower substance satisfactory to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective DateRequired Holder(s); (dix) a Secretary’s Certificate of the Borrower shall have delivered Company certifying, among other things (1) as to the Administrative Agent a customary written opinion (addressed name, titles and true signatures of the officers of the Company authorized to the Administrative Agent sign this letter agreement and the Lendersother documents to be delivered in connection with this letter agreement, (2) of Wachtellthat attached thereto is a true, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type contemplated by this Agreement; (e) the Borrower shall have delivered to the Administrative Agent copies accurate and complete copy of the certificate of incorporation or other formation document of the BorrowerCompany, together certified by the Secretary of State of the state of organization of the Company as of a recent date, (3) that attached thereto is a true, accurate and complete copy of the by-laws, operating agreement or other organizational document of the Company, (4) that attached thereto is a true, accurate and complete copy of the resolutions of the board of directors or other managing body of the Company, duly adopted at a meeting or by unanimous written consent of such board of directors or other managing body, authorizing the execution, delivery and performance of this letter agreement and the other documents to be delivered by the Company in connection with all amendments theretothis letter agreement, and that such resolutions have not been amended, modified, revoked or rescinded, are in full force and effect and are the only resolutions of the shareholders, partners or members of the Company or of such board of directors or other managing body or any committee thereof relating to the subject matter thereof; and (x) a certificate of good standing for the BorrowerCompany from the Secretary of State of the state of organization of the Company dated as of a recent date; (b) the Company shall have received proceeds of $55,930,000 from the issuance of 750,839,038 shares of Series B Convertible Preferred Stock, 67,123,104 shares of which shall have been issued to the Purchasers for a purchase price not to exceed $5,000,000, all pursuant to documentation in form and substance satisfactory to the Purchasers; (c) each Purchaser shall have received payment of an amendment fee equal to 50 basis points of the aggregate principal amount of Subordinated Notes held by such Purchaser; (d) all corporate and other proceedings in connection with the transactions contemplated by this letter agreement shall be satisfactory to the Required Holder(s) and its counsel, and the Required Holder(s) shall have received all such counterpart originals or certified by or other copies of such documents as they may reasonably request; (e) the appropriate governmental officer Purchasers have received payment of all costs and expenses of the Purchasers (including reasonable fees and disbursements of special counsel to the Purchasers) in its jurisdiction of incorporationconnection with this letter agreement and the transactions contemplated hereby; (f) the Borrower shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary as of the Borrowerdate hereof and after giving effect to this letter agreement, no Default or Event of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to Default has occurred which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e);continuing; and (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; and (i) all the representations and warranties set forth contained in Article V shall be Paragraph 8 of the Purchase Agreement are true and correct in all material respects (with the same force and effect as if made by the Company on and as of the date hereof, except to the extent such representations representation and warranties are qualified warranties, by “materiality” or “Material Adverse Effect” or similar their terms, in which case such representations and warranties specifically are true and correct in all respects) made as of the Effective Date, except a certain date prior to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereofdate hereof.

Effectiveness. The occurrence amendments to the Existing Credit Agreement, the obligations of the Tranche B 2024 Term Lenders to make the Tranche B 2024 Term Loans hereunder, the amendment and restatement of the Existing Credit Agreement and the amendment or amendment and restatement of certain schedules and exhibits thereto and the Collateral Agreement as set forth in Section 1 hereof shall become effective and be completed, in the sequence provided for in such Section, on the first date (the “Twelfth Amendment Effective Date is subject to the satisfaction (or waiverDate”) on which each of only the following conditions precedent:shall have been satisfied (or waived in accordance with Section 9.02 of the Existing Credit Agreement): (a) the The Administrative Agent (or its counsel) shall have received from (Ii) all Lenders hereunder as of ▇▇▇▇▇ ▇, the Effective DateBorrower and each Subsidiary Loan Party, (IIii) the Administrative Agent and (IIIiii) the Borrower each institution that is to become a Tranche B 2024 Term Lender either (iA) a counterpart counterparts of this Amendment Agreement signed on behalf of each such party or (iiB) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy a fax or electronic transmission of a signed signature page of this Amendment Agreement) that each such party has signed a counterpart of this Amendment Agreement;. (b) The Administrative Agent, Bank of America, N.A. and Citigroup Global Markets Inc., as joint lead arrangers and joint bookrunning managers for the Borrower Tranche B 2024 Term Loans (in such capacities, the “Lead Arrangers”), and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., Barclays Bank PLC, ▇▇▇▇▇▇▇ Sachs Bank USA, Credit Suisse Securities (USA) LLC and ▇.▇. ▇▇▇▇▇▇ Securities LLC, as joint bookrunning managers for the Tranche B 2024 Term Loans (in such capacity, together with the Lead Arrangers, the “Arrangers”), shall have paid all fees, costs and expenses due and payable received favorable written opinions (addressed to the Administrative Agent, the Arrangers and the other parties hereto and dated the Twelfth Amendment Effective Date) of (i) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel for itself the Borrower, (ii) the Chief Legal Officer or an Assistant General Counsel of Level 3, (iii) Potter ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, Delaware local counsel, and on behalf (iv) ▇▇▇▇▇▇ ▇▇▇▇▇ & Bockius LLP, regulatory counsel for the Borrower, covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated by this Amendment Agreement as the Administrative Agent or the Lead Arrangers shall reasonably request. (c) The Administrative Agent and the Lead Arrangers shall have received such documents and certificates as the Administrative Agent, the Lead Arrangers or their counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization by the Loan Parties of the Lenderstransactions contemplated hereby and any other legal matters relating to the Loan Parties, the Loan Documents or its the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent, the Lead Arrangers and their counsel. (d) The Administrative Agent and the Lead Arrangers shall have received a certificate signed by a Financial Officer of ▇▇▇▇▇ ▇, dated the Twelfth Amendment Effective Date, confirming satisfaction of the condition set forth in paragraph (e), certifying that the representations and warranties set forth in Section 4 hereof (in each case, substituting all references in Section 4 to the “Existing Credit Agreement” with references to the “Restated Credit Agreement” and all references in Section 4 to the “date hereof” with references to the “Twelfth Amendment Effective Date”) are true and correct as of the Twelfth Amendment Effective Date. (e) Subject to Section 2 hereof, the Guarantee and Collateral Requirement shall have been satisfied. (f) The Administrative Agent, the Arrangers and the Tranche B 2024 Term Lenders shall have received all fees and other amounts due and payable to them on or prior to the Twelfth Amendment Effective Date, including the reimbursement or payment of all reasonable out-of-pocket expenses for which reasonably detailed invoices have been presented prior to the Twelfth Amendment Effective Date (including the reasonable fees, charges and disbursements of Cravath, Swaine & ▇▇▇▇▇ LLP, counsel on for the Administrative Agent and the Lead Arrangers) incurred in connection with this Amendment Agreement. (g) The Administrative Agent and the Lead Arrangers shall have received (i) either (A) a completed (x) perfection certificate in the form of Annex III hereto (the “Twelfth Amendment Effective Date Perfection Certificate”) and (y) perfection certificate in the form of Annex III hereto (the “Twelfth Amendment Effective Date Loan Proceeds Note Perfection Certificate”), each dated the Twelfth Amendment Effective Date and signed by a Financial Officer, in each case, together with all attachments contemplated thereby, or (B) a certificate dated the Twelfth Amendment Effective Date and signed by a Financial Officer (which certificate may be combined with the certificate referred to in paragraph (d) above) confirming that as of the Twelfth Amendment Effective Date there have been no changes to the information required to be set forth in the case Annual Perfection Certificate and the Annual Loan Proceeds Note Perfection Certificate since the dates of expensesthe Annual Perfection Certificate and Annual Loan Proceeds Note Perfection Certificate most recently delivered to the Administrative Agent and (ii) for the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Twelfth Amendment Effective Date Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent and the Lead Arrangers that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.05 of the Restated Credit Agreement or have been released. (h) The Administrative Agent and the Lead Arrangers shall have received a certificate signed by the chief financial officer of ▇▇▇▇▇ ▇, dated the Twelfth Amendment Effective Date, certifying (i) with respect to the incurrence of the Tranche B 2024 Term Loans, as to compliance with the Existing Credit Agreement, the Existing Notes (including the Existing Notes set forth in the last sentence of the definition thereof in the Restated Credit Agreement), the indentures governing such Existing Notes and any other material Indebtedness of Level 3 and its Subsidiaries and (ii) that, immediately following the making of the Tranche B 2024 Term Loans on the Twelfth Amendment Effective Date and after giving effect to the application of the proceeds of the Tranche B 2024 Term Loans and the other transactions contemplated by this Amendment Agreement, (A) the fair value of the assets of Level 3 and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed their debts and liabilities, subordinated, contingent or otherwise; (B) the present fair saleable value of the property of Level 3 and its Subsidiaries, on a consolidated basis, will be greater than the amount that will be required to pay the probable liability of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (C) Level 3 and its Subsidiaries on a consolidated basis, will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (D) Level 3 and its Subsidiaries, on a consolidated basis, will not have unreasonably small capital with which to conduct the Borrower has received an invoice at business in which they are engaged as such business is now conducted and is proposed to be conducted following the Twelfth Amendment Effective Date. (i) At least three (3) 2 Business Days prior to the Twelfth Amendment Effective Date;, in the case of Eurodollar Loans (it being understood and agreed that the Tranche B 2024 Term Lenders are hereby deemed to have consented to such 2 Business Day period), or at least one Business Day prior to the Twelfth Amendment Effective Date, in the case of ABR Loans, the Administrative Agent shall have received a fully completed and executed notice of borrowing with respect to the Tranche B 2024 Term Loans, together with a break-funding letter agreement in form and substance reasonably satisfactory to the Administrative Agent and the Lead Arrangers. (cj) At least 3 Business Days prior to the Borrower Twelfth Amendment Effective Date, the Lead Arrangers shall have provided the received all documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, includingincluding the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (Title III of Pub. L. 107-56) (the “PATRIOT Act”), without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably that is requested by the Arrangers or a Lender in writing at least ten (10) 5 Business Days prior to the Twelfth Amendment Effective Date; (d) the Borrower shall have delivered to the . The Administrative Agent a customary written opinion (addressed to the Administrative Agent and the Lenders) of Wachtell, Lipton, Rshall notify ▇▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing , the Borrower and the Lenders of the type contemplated by this Agreement; (e) the Borrower shall have delivered to the Administrative Agent copies of the certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; (f) the Borrower shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Twelfth Amendment Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; and (i) the representations and warranties set forth in Article V shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereofand binding.

Effectiveness. The occurrence Upon satisfaction of the Effective Date is subject to conditions set forth in clause (b) above or in the satisfaction (or waiver) case of only a substitution of a Non-Funding Lender as described in the following conditions precedent: last sentence of clause (a) above, the Administrative Agent shall record such substitution or payment in the Register, whereupon (or its counseli) in the case of any payment in full, such Affected Lender’s Commitments shall have received from be terminated and (Iii) in the case of any substitution, (A) the Affected Lender shall sell and be relieved of, and the Substitute Lender shall purchase and assume, all Lenders hereunder as rights and claims of such Affected Lender under the Loan Documents, except that the Affected Lender shall retain such rights expressly providing that they survive the repayment of the Effective DateObligations and the termination of the Commitments, (IIB) the Substitute Lender shall become a “Lender” hereunder having a Commitment in the amount of such Affected Lender’s Commitment and (C) the Affected Lender shall execute and deliver to the Administrative Agent an Assignment to evidence such substitution; provided, however, that the failure of any Affected Lender to execute any such Assignment shall not render such sale and purchase (IIIor the corresponding assignment) invalid. Each Lender agrees that if the Borrower either (i) Representative or the Administrative Agent exercises its option hereunder to cause an assignment by such Lender as an Affected Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 11.2. In the event that a counterpart Lender does not comply with the requirements of this Agreement signed the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent to execute and deliver, on behalf of such party Lender as assignor, any assignment agreement or (ii) customary written evidence reasonably satisfactory other documentation as may be required to give effect to an assignment in accordance with Section 11.2 on behalf of an Affected Lender and any such documentation so executed by the Administrative Agent (which may include telecopy or electronic transmission shall be effective for purposes of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (b) the Borrower shall have paid all fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received documenting an invoice at least three (3) Business Days prior to the Effective Date; (c) the Borrower shall have provided the documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective Date; (d) the Borrower shall have delivered to the Administrative Agent a customary written opinion (addressed to the Administrative Agent and the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type contemplated by this Agreement; (e) the Borrower shall have delivered to the Administrative Agent copies of the certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; (f) the Borrower shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided assignment pursuant to Section 4.01(e); (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; and (i) the representations and warranties set forth in Article V shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereof11.2.

Effectiveness. The occurrence This Amendment shall be effective as of the Effective Date is subject to date first written above upon receipt by the satisfaction (or waiver) Operations Agent of only the following conditions precedentfollowing: (a) the Administrative Agent (or its counsel) shall have received from (I) all Lenders hereunder as this Amendment, duly executed and delivered by each of the Effective DateBorrower, (II) the Administrative Agent Banks and (III) the Borrower either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementOperations Agent; (b) as to the incumbency of, and bearing manual specimen signatures of, the officers and other representatives of the Borrower shall have paid all fees, costs who are authorized to execute and expenses due take actions under this Amendment and payable to the Administrative Agent, for itself and Loan Documents on behalf of the LendersBorrower (or a certification that no changes have been made to the certification of incumbency contained in paragraph (h) of that Secretary’s Certificate dated as of October 26, 2023 (the “Ninth Amendment Certificate”) delivered to the Operations Agent by the Borrower on October 26, 2023 pursuant to Section 4(b) of the Amendment Agreement No. 9 dated as of October 26, 2023 (the “Ninth Amendment”) by and among the Borrower, the Banks and the Operations Agent) and the individuals set forth therein remain authorized to execute and take actions under the Amendment and the Loan Documents on behalf of the Borrower), and certifying and attaching copies of (i) the Charter Documents of the Borrower (or its counsel a certification that no changes have been made to the Charter Documents delivered to the Operations Agent by the Borrower on the Effective Date pursuant to Section 3.01(f) of the Credit Agreement), (ii) the written resolutions of the Board of Trustees of the Borrower, authorizing the transactions contemplated hereby, (iii) the current Prospectus of the Borrower as then in effect (or a certification that no changes have been made to the Prospectus delivered to the Operations Agent by the Borrower on October 26, 2023 pursuant to Section 4(b) of the Ninth Amendment and attached as Exhibit A to the Ninth Amendment Certificate), (iv) the investment advisory agreement and any other investment management or submanagement agreements of the Borrower as currently in effect (or a certification that no changes have been made to such investment advisory agreement and any other investment management or submanagement agreements delivered to the Operations Agent by the Borrower on the Effective Date pursuant to Section 3.01(f)(i) of the Credit Agreement), and (in v) the case custodian agreement of expenses) for which the Borrower has received an invoice at least three currently in effect (3) Business Days prior or a certification that no changes have been made to the custodian agreement delivered to the Operations Agent by the Borrower on the Effective DateDate pursuant to Section 3.01(f)(i) of the Credit Agreement); (c) the Borrower shall have provided the documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested receipt by the Arrangers or Operations Agent of (i) a Lender in writing at least ten copy of the certificate of trust of the Trust, with all amendments, certified as of a recent date by the Secretary of State of the State of Delaware; and (10ii) Business Days prior to a legal existence and good standing certificate for the Effective DateTrust issued by the Secretary of State of the State of Delaware, dated as of a recent date; (d) the Borrower shall have delivered a non-refundable upfront fee, payable in cash to the Administrative Operations Agent a customary written opinion (addressed to for the Administrative Agent and the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing respective accounts of the type contemplated by this Agreement;Banks, of five (5) basis points on the Aggregate Commitment Amount; and (e) the Borrower shall have delivered all other fees payable to the Administrative Operations Agent copies of the certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; (f) the Borrower shall have delivered pursuant to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution terms of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Effective DateDocuments, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; and (i) the representations and warranties set forth in Article V shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as of the Effective Date, except to the extent including any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereoffee letter.

Effectiveness. The occurrence This Amendment shall be effective as of the Effective Date is subject to date first written above upon receipt by the satisfaction (or waiver) Operations Agent of only the following conditions precedentfollowing: (a) the Administrative Agent (or its counsel) shall have received from (I) all Lenders hereunder as this Amendment, duly executed and delivered by each of the Effective DateBorrower, (II) the Administrative Banks and the Operations Agent and (III) the Third Amended and Restated Security Agreement between the Borrower either (i) a counterpart and the Operations Agent, duly executed and delivered by each of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementBorrower and the Operations Agent; (b) as to the incumbency of, and bearing manual specimen signatures of, the officers and other representatives of the Borrower shall have paid all fees, costs who are authorized to execute and expenses due take actions under this Amendment and payable to the Administrative Agent, for itself and Loan Documents on behalf of the LendersBorrower (or a certification that no changes have been made to the certification of incumbency contained in paragraph (h) of that Secretary’s Certificate dated as of October 27, 2022 (the “Eighth Amendment Certificate”) delivered to the Operations Agent by the Borrower on October 27, 2022 pursuant to Section 4(b) of the Amendment Agreement No. 8 dated as of October 27, 2022 (the “Eighth Amendment”) by and among the Borrower, the Banks and the Operations Agent) and the individuals set forth therein remain authorized to execute and take actions under the Amendment and the Loan Documents on behalf of the Borrower), and certifying and attaching copies of (i) the Charter Documents of the Borrower (or its counsel a certification that no changes have been made to the Charter Documents delivered to the Operations Agent by the Borrower on the Effective Date pursuant to Section 3.01(f) of the Credit Agreement), (ii) the written resolutions of the Board of Trustees of the Borrower, authorizing the transactions contemplated hereby, (iii) the current Prospectus of the Borrower as then in effect (or a certification that no changes have been made to the Prospectus delivered to the Operations Agent by the Borrower on October 27, 2022 pursuant to Section 4(b) of the Eighth Amendment and attached as Exhibit A to the Eighth Amendment Certificate), (iv) the investment advisory agreement and any other investment management or submanagement agreements of the Borrower as currently in effect (or a certification that no changes have been made to such investment advisory agreement and any other investment management or submanagement agreements delivered to the Operations Agent by the Borrower on the Effective Date pursuant to Section 3.01(f)(i) of the Credit Agreement), and (in v) the case custodian agreement of expenses) for which the Borrower has received an invoice at least three currently in effect (3) Business Days prior or a certification that no changes have been made to the custodian agreement delivered to the Operations Agent by the Borrower on the Effective DateDate pursuant to Section 3.01(f)(i) of the Credit Agreement); (c) the Borrower shall have provided the documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested receipt by the Arrangers or Operations Agent of (i) a Lender in writing at least ten copy of the certificate of trust of the Trust, with all amendments, certified as of a recent date by the Secretary of State of the State of Delaware; and (10ii) Business Days prior to a legal existence and good standing certificate for the Effective DateTrust issued by the Secretary of State of the State of Delaware, dated as of a recent date; (d) the Borrower shall have delivered a non-refundable upfront fee, payable in cash to the Administrative Operations Agent a customary written opinion (addressed to for the Administrative Agent and the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing respective accounts of the type contemplated by this Agreement;Banks, of five (5) basis points on the Aggregate Commitment Amount; and (e) the Borrower shall have delivered all other fees payable to the Administrative Operations Agent copies of the certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; (f) the Borrower shall have delivered pursuant to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution terms of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Effective DateDocuments, including any fee letter. In addition, the commitments under parties hereto hereby agree that on the Bridge Facility effective date of this Amendment, the Banks shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with make all such necessary reallocations so that upon the occurrence of the Effective Date; (h) [reserved]; and (i) effective date all outstanding Loans shall be held in accordance with the representations and warranties applicable Commitment Percentages set forth on Schedule 1 (as in Article V shall be true and correct in all material respects (except effect after giving effect to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereofthis Amendment).

Effectiveness. The occurrence This Amendment shall become effective as of the date (the “First Amendment Effective Date is subject to the satisfaction (or waiverDate”) of only on which the following conditions precedenthave been satisfied: (a) the The Administrative Agent (or its counsel) shall have received from (I) all Lenders hereunder as of the Effective Date, (II) the Administrative Agent and (III) the Borrower either (i) a counterpart duly executed and completed counterparts hereof (in the form provided and specified by the Administrative Agent) that, when taken together, bear the signatures of this Agreement signed on behalf of such party or Holdings and the Borrowers and (ii) customary written evidence reasonably satisfactory to Lender Addenda, executed and delivered by the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;Required Lenders, the Continuing Term Lenders and the Additional Term Lenders. (b) the Borrower The Administrative Agent shall have received all fees required to be paid all fees, costs and expenses due and payable to on or before the Administrative Agent, for itself and on behalf of the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the First Amendment Effective Date;. (c) To the Borrower shall have provided the documentation and other information about the Borrower to extent invoiced, the Administrative Agent that is shall have received payment or reimbursement of its reasonable out-of-pocket expenses in connection with this Amendment and any other out-of-pocket expenses of the Administrative Agent required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to be paid or reimbursed pursuant to the extent such information was reasonably requested by Credit Agreement, including the Arrangers or a Lender in writing at least ten (10) Business Days prior to reasonable fees, charges and disbursements of counsel for the Effective Date;Administrative Agent. (d) the Borrower No Default or Event of Default shall have delivered to occurred and be continuing under the Administrative Agent a customary written opinion (addressed to the Administrative Agent and the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type contemplated by this Credit Agreement;. (e) the Borrower shall have delivered to the Administrative Agent copies of the certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; (f) the Borrower shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; and (i) the All representations and warranties set forth in Article V Section 4 of the Credit Agreement shall be true and correct in all material respects (respects, except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to expressly relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects date (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and material respects as of such earlier date. Any written notice from ). (f) The Borrowers and the other Loan Parties shall have executed an instrument of acknowledgement and confirmation reasonably satisfactory to the Administrative Agent with respect to the Borrower guarantees, security interests and liens created under the Security Documents. Notwithstanding any other provisions of this Amendment to the satisfaction contrary, the Administrative Agent may appoint a fronting lender to act as the sole Additional Term Lender for purposes of facilitating funding on the foregoing conditions shall First Amendment Effective Date. Accordingly, any Lender Addendum submitted by or on behalf of an Additional Term Lender other than such fronting lender will be conclusive evidence thereofdeemed ineffective unless accepted by the Lead Arranger in its sole discretion.

Effectiveness. The occurrence This Agreement shall become effective on the date that each of the Effective Date is subject to the satisfaction (or waiver) of only the following conditions precedent:shall have been satisfied (or waived in accordance with Section 8.5): (a1) receipt by the Administrative Agent (or its counsel) shall have received from (I) all Lenders hereunder as of counterparts hereof signed by each of the Effective Dateparties hereto; (2) receipt by each of the Banks of an opinion of Brow▇ & ▇ood ▇▇▇, (II) counsel to the Administrative Agent Borrowers, substantially in the form of Exhibit E attached hereto and (III) the Borrower either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreementin all respects; (b) the Borrower shall have paid all fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Effective Date; (c) the Borrower shall have provided the documentation and other information about the Borrower to receipt by the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” of a manually signed certificate from the Secretary of each Borrower, in form and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective Date; (d) the Borrower shall have delivered to the Administrative Agent a customary written opinion (addressed substance satisfactory to the Administrative Agent and dated the Lenders) of WachtellEffective Date, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type contemplated by this Agreement; as to (ei) the incumbency of, and bearing manual specimen signatures of, the Authorized Signatories of such Borrower, (ii) the Custodian of such Borrower shall have delivered to and (iii) the Administrative Agent copies of the certificate of incorporation investment adviser of the Borrower, together with and certifying and attaching copies of (A) such Borrower's Organization Documents as then in effect, (B) duly authorized resolutions of such Borrower's board of directors or trustees authorizing the transactions contemplated hereby, (C) the Prospectus and (D) all amendments thereto, and a certificate of good standing for to the Borrower's investment objectives, each certified by policies and restrictions since the appropriate governmental officer in its jurisdiction date of incorporationthe Prospectus; (f4) receipt by the Borrower shall have delivered Operations Agent of an Allocation Notice; (5) receipt by the Administrative Agent of all documents, opinions and instruments it may reasonably request prior to the execution of this Agreement relating to compliance with applicable rules and regulations promulgated by Governmental Authorities, the existence of each Borrower, the authority for and the validity and enforceability of this Agreement and the other Loan Documents, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]Agent; and (i6) receipt by the representations Agents of payment of all fees and warranties set forth in Article V expenses (including fees and disbursements of special counsel for the Administrative Agent) then payable hereunder and under the other Loan Documents. The Administrative Agent shall be true promptly notify the Borrowers, the Operations Agent and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as Banks of the Effective Date, except to the extent any Date and such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereofand binding on all parties hereto.

Effectiveness. The occurrence This Supplement shall become effective as of the Effective Third Closing Date is subject to upon the satisfaction (or waiver) of only each of the following conditions precedentand upon such effective date, this Supplement shall amend and completely restate and supersede the October 2002 Series 2001-A Supplement: (ai) the Administrative Agent (or its counsel) The Trustee shall have received from a certificate, dated the Third Closing Date, of the secretary or assistant secretary of each Seller (Ia) attaching a true and complete copy of the constituting documents, resolutions of its Board of Directors and of all Lenders documents evidencing other necessary corporate action (in form and substance satisfactory to the Trustee) taken by it to authorize its execution, delivery and performance of the Amendment Documents and the transactions contemplated thereby, and (b) setting forth the incumbency of its officer or officers who may sign the Amendment Documents and all certificates, reports and statements delivered hereunder and under the Transaction Documents and the Amendment Documents, to which it is a party, including therein a signature specimen of such officer or officers. (ii) The Trustee and each Purchaser shall have received duly executed copies of the Amendment Documents each dated as of the Effective Third Document Closing Date or the Third Closing Date, (II) the Administrative Agent and (III) the Borrower either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic 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 all fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Effective Date; (c) the Borrower shall have provided the documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsas applicable, including, without limitation, the U.S. Patriot Act Amendment to Series 2002-A Supplement and Consent duly executed by Maple. (iii) Citibank shall have paid to the Trustee in consideration for the Additional Series 2001-A Certificates an amount equal to $35,000,000. (iv) The Receivables Coverage Ratio and the Beneficial Ownership RegulationGeneration Coverage Ratio each shall be on the Third Closing Date and shall have been on each of the two prior Determination Dates occurring on October 3, 2002 and July 3, 2002 (the "PRIOR DETERMINATION DATES") not less than 2.00:1.00 and 2.25:1.00, respectively; PROVIDED, HOWEVER, for purposes of determining the Aggregate Required Coverage Amounts for the Third Closing Date and each Prior Determination Dates stated above, the Required Coverage Amount with respect to Additional Series 2001-A shall be deemed outstanding and used in the calculation of the Aggregate Required Coverage Amount on each such Determination Date and the Third Closing Date. (v) An additional amount shall have been deposited into the Series 2001-A Reserve Account equal to the extent amount necessary so that the total amount in the Series 2001-A Reserve Account, after giving effect to such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior deposit, is equal to the Effective Series 2001-A Required Amount that would be required on the first Distribution Date following the Third Closing Date;. (vi) [Intentionally Omitted]. (vii) No event has occurred and is continuing, or would result from the transactions to occur on the Third Closing Date (a) that constitutes a Rapid Amortization Event or an Unmatured Rapid Amortization Event with respect to Series 2001-A or (b) that constitutes a default or event of default under any other material agreement to which any Seller is a party, including without limitation as a result of any restatement by TFM, S.A. de C.V. of its unaudited financial statements for the period ended September 30, 2002. (viii) The Trustee and the Series 2001-A Certificateholders shall have received (I) opinions of counsel, dated as of the Third Closing Date, from internal and outside United States and Mexican counsel to TMM and the other Sellers, including without limitation (a) that the Amendment Documents and the transactions contemplated thereby do not conflict with any Seller's other obligations (including the Indentures), (b) that the Amendment Documents, including without limitation the TMM Port Option and Put Agreements are valid and enforceable, (c) the perfection of the Trustee's lien and (d) the Borrower impact of Mexican withholding and VAT, and (II) a legal opinion from their special Mexican counsel, in form and substance satisfactory to the Trustee and the Series 2001-A Certificateholders, including those opinions described in Section 5.2(b) of the Master Trust Agreement. (ix) TMM shall have delivered not revoked or abandoned the exchange offers or consent solicitations or, without the approval of the Series 2001-A Series Required Investor Certificateholder, amended or modified in any material respect the terms of such offers or solicitations, described in the Form F-4. (x) All corporate and legal proceedings and all documents and papers in connection with the transactions contemplated by the Amendment Documents shall be satisfactory in form and substance to the Administrative Agent a customary written opinion Trustee, and the Trustee shall have received all information and copies of all documents which it may reasonably have requested in connection therewith, such documents (addressed where appropriate) to be certified by an authorized signatory of the Sellers or proper governmental authorities. (xi) The Sellers shall have paid all up-front fees, subscription/arrangement fees, trustee fees and legal fees then payable including payment of the fees set forth in the Amendment Fee Letter. (xii) The Sellers shall have furnished or caused to be furnished to the Administrative Agent Trustee and the LendersSeries 2001-A Certificateholders such further certificates, Opinions of Counsel, Officers' Certificates, documents or instruments as the Trustee or the Series 2001-A Certificateholders may reasonably request, including Officers' Certificates attesting to the accuracy of items set forth in SECTIONS 2.4(a)(v) and (vii). (xiii) TMM shall have received all necessary lender, governmental, corporate, shareholder or third party approvals, including without limitation the approval of WachtellAPI, LiptonSSA, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing Hacienda, the Mexican Foreign Investments Commission and Mexican antitrust authorities (if any of the type contemplated by this Agreement;foregoing is required) in connection with the execution and delivery of the Amendment Documents, including without limitation the TMM Port Option and Put Agreements. (exiv) In the sole discretion of Citibank, N.A., the absence of any material adverse change in the financial markets or in Mexico, or in the business condition (financial or otherwise) or results of operations or prospects of TMM, any other Seller, Multimodal or the Port Company. (xv) Each condition precedent set forth in each of the other Amendment Document including without limitation the receipt of evidence that (x) the Borrower shall have delivered to the Administrative Agent copies of the certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; (f) the Borrower shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” Port Shares (as defined in the Bridge Facility Credit Port Option Agreement) and that as have the proper legend required pursuant to Section 6.6 of the Effective Date, Port Option Agreement and such restriction has been entered into the commitments under the Bridge Facility shall be reduced in an amount equal Port Company's Stockholders Registry Book pursuant to 100% Section 6.7 of the Aggregate Commitments substantially concurrently with Port Option Agreement and (y) the occurrence Grupo TFM Shares (as defined in the Option Agreement) have the proper legend (which such legend shall reflect the existence of the Effective Date;Amendment to Option Agreement) required pursuant to Section 6.6 of the Option Agreement and such restriction has been entered into Grupo TFM's Stockholders Registry Book pursuant to Section 6.7 of the Option Agreement. (hxvi) [reserved]; and (i) The Trustee shall have received a grant, from TMM Multimodal and in the representations and warranties set forth in form of a notarial instrument granted before a Mexican Notary Public, an irrevocable special power of attorney, under Article V shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as 2596 of the Effective Date, except to Federal Civil Code (CODIGO CIVIL FEDERAL) and the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower corresponding articles of the satisfaction Civil Codes of the foregoing conditions shall be conclusive evidence thereoffederal entities of Mexico, and Article 9 of the general Law of Negotiable Instruments and Credit Transactions (LEY GENERAL DE TITULOS Y OPERACIONES DE CREDITO) of Mexico, authorizing the Amendment to Option Agreement and authorizing the Amendment to Put Option Agreement.

Effectiveness. The occurrence (a) This Amendment shall become effective as of the first date (the “ Second Amendment Effective Date is subject to the satisfaction (or waiverDate”) on which each of only the following conditions precedentshall have been satisfied: (ai) the The Administrative Agent (or its counsel) shall have received from (I) all duly executed counterparts hereof that, when taken together, bear the signatures of each Loan Party, each Assuming Lender, each Increasing Lender, Lenders hereunder as of constituting the Effective DateRequired Lenders, (II) each Issuing Bank, the Swing Line Lender, the Administrative Agent and (III) the Borrower either (i) a counterpart of this Agreement signed on behalf of such party or Collateral Agent. (ii) customary The representations and warranties set forth in Section 4 hereof shall be true and correct on and as of the Second Amendment Effective Date, and the Administrative Agent shall have received a certificate of the President, a Vice President or a Financial Officer of the Borrower, dated the Second Amendment Effective Date, to such effect. (iii) The Administrative Agent shall have received a Note executed by the Borrower in favor of each Lender requesting a Note in advance of the Second Amendment Effective Date. (iv) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Collateral Agent, the Issuing Banks and the Lenders and dated the Second Amendment Effective Date) of Fenwick & West LLP, counsel for the Borrower in form and substance reasonably satisfactory to the Administrative Agent. (v) The Administrative Agent shall have received (a) certified copies of the resolutions of the board of directors of the Borrower and each other Loan Party approving this Amendment and the transactions contemplated hereby and the execution, delivery and performance of this Amendment, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to this Amendment and the transactions contemplated hereby and (b) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of this Amendment and the transactions contemplated hereby. (vi) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign this Amendment and any other documents to be delivered hereunder on the Second Amendment Effective Date. (vii) The Lenders, the Joint Bookrunners and the Administrative Agent shall have received all fees required to be paid by the Borrower on or before the Second Amendment Effective Date, and all expenses required to be reimbursed by the Borrower pursuant to the Commitment Letter (as defined in the Restated Credit Agreement) for which invoices have been presented at least three business days prior to the Second Amendment Effective Date, on or before the Second Amendment Effective Date. (viii) In order to evidence a continuing valid, perfected first priority security interest in the Collateral in favor of the Collateral Agent, for the benefit of the Secured Parties, each Loan Party shall have delivered to the Collateral Agent: (A) evidence satisfactory to the Collateral Agent of the compliance by each Loan Party of its obligations under the Security Agreement and the other Collateral Documents (including its obligations to execute and deliver UCC financing statements, Intellectual Property Security Agreements and originals of securities); (B) a completed Perfection Certificate dated the Second Amendment Effective Date and executed by a Responsible Officer of each Loan Party, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (which may include telecopy or electronic transmission similar documents) are permitted under Section 6.2 of a signed signature page the Restated Credit Agreement or have been, or substantially contemporaneously with the occurrence of this Agreement) that such party has signed a counterpart of this Agreement;the Second Amendment Effective Date will be, released; and (bC) evidence that each Loan Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by the Collateral Agent. (ix) The Lenders shall have received from the Borrower (i) the Borrower financial statements described in Section 3.4(a) of the Restated Credit Agreement and (ii) the Projections (as defined in the Restated Credit Agreement). (x) On the Second Amendment Effective Date, the Administrative Agent shall have paid all feesreceived a Solvency Certificate in form, costs scope and expenses due and payable substance reasonably satisfactory to the Administrative Agent, for itself and demonstrating that the Borrower is, individually and together with its Restricted Subsidiaries, are and will be Solvent. (xi) Since December 31, 2015, no event, development or circumstance exists or has occurred that has had or would reasonably be expected to have a material adverse effect on behalf the business, property, financial condition or results of operations of the LendersBorrower and its Restricted Subsidiaries, or its counsel on taken as a whole. (xii) The Administrative Agent shall have received, to the Effective Date and (in extent reasonably requested by any of the case of expenses) for which the Borrower has received an invoice Lenders at least three (3) five Business Days prior to the Second Amendment Effective Date; (c) the Borrower shall have provided the , all documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including, without limitation, including the U.S. USA Patriot Act Act. (b) The Administrative Agent shall notify the Borrower and the Beneficial Ownership RegulationLenders of the Second Amendment Effective Date, and such notice shall be conclusive and binding. Without limiting the generality of the provisions of Article IX of the Restated Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 5, each Lender that has signed this Amendment shall be deemed to the extent such information was reasonably requested have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by the Arrangers or acceptable or satisfactory to a Lender in writing at least ten (10) Business Days unless the Administrative Agent shall have received notice from such Lender prior to the proposed Second Amendment Effective Date; (d) the Borrower shall have delivered to the Administrative Agent a customary written opinion (addressed to the Administrative Agent and the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type contemplated by this Agreement; (e) the Borrower shall have delivered to the Administrative Agent copies of the certificate of incorporation of the Borrower, together with all amendments Date specifying its objection thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; (f) the Borrower shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; and (i) the representations and warranties set forth in Article V shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereof.

Effectiveness. The occurrence of Commitments shall become effective on the Effective Date is subject to date the satisfaction (or waiver) of only the following conditions precedentAdministrative Agent shall have received: (a) counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, the Administrative Agent (or its counsel) shall have received in form satisfactory to it written confirmation (including by electronic means) from (I) all Lenders hereunder as such party of the Effective Date, (II) the Administrative Agent and (III) the Borrower either (i) execution of a counterpart of this Agreement signed on behalf of hereof by such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreementparty); (b) the Borrower shall have paid all fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf opinion of the LendersGeneral Counsel or Vice President – Legal Services of the Borrower substantially in the form of Exhibit F hereto, or its counsel on dated the Effective Date and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (c) evidence satisfactory to it that all filings, consents and approvals, if any, required to be made with, or obtained from, any governmental authority in connection with the case transactions contemplated hereby shall have been made or obtained and shall be, in each case, in full force and effect on and as of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Effective Date; (cd) all documents the Administrative Agent may reasonably request relating to the existence of the Borrower shall have provided such as articles of incorporation and bylaws, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; (e) [reserved]; (f) at least five (5) business days prior to the Effective Date, all documentation and other information about the Borrower and its Affiliates as shall have been reasonably requested in writing at least ten (10) business days prior to the Effective Date by the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, includingincluding without limitation the USA PATRIOT Act; and (g) all fees and expenses required to be paid on or before the Effective Date (in the case of expenses, without limitation, for which the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Arrangers or a Lender in writing Borrower has been billed at least ten two (102) Business Days business days prior to the Effective Date; (d) ), including the Borrower shall have delivered to the Administrative Agent a customary written opinion (addressed to reasonable and documented fees and expenses of counsel for the Administrative Agent and the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing Joint Lead Arrangers; Each of the type contemplated by this Agreement; (e) Lenders that are party to the Existing Revolving Credit Agreement and the Borrower shall have delivered agree to eliminate the Administrative Agent copies requirement under Section 2.09 of the certificate Existing Revolving Credit Agreement that notice of incorporation optional termination of the Borrower, together with all amendments theretocommitments thereunder be given three Business Days in advance, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; further agree that (fi) the Borrower shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Effective Date, the commitments under the Bridge Facility Existing Revolving Credit Agreement shall terminate in their entirety simultaneously with and subject to the effectiveness of the Commitments and (ii) the accrued facility fees thereunder to but excluding the date of such effectiveness shall be reduced in an amount equal to 100% of payable on the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; and (i) the representations and warranties set forth in Article V shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as date of such earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereofeffectiveness.

Effectiveness. The occurrence (a) This Amendment shall become effective as of the first date (the “Amendment Effective Date is subject to the satisfaction (or waiverDate”) of only on which the following conditions precedenthave been satisfied: (ai) the The Administrative Agent (or its counsel) shall have received from duly executed counterparts hereof that, when taken together, bear the signatures of (IA) all Lenders hereunder as of the Effective DateBorrowers, (IIB) the Required Lenders, (C) each Converting Term Lender, (D) each Additional Term Lender, (E) the Collateral Agent and (F) the Administrative Agent and (III) the Borrower either (i) a counterpart of this Agreement signed on behalf of such party or Agent. (ii) customary written evidence reasonably satisfactory The conditions set forth in Section 3(c) hereof shall have been satisfied and the Company shall have made the payments required to be made pursuant to Section 3(e). (iii) To the extent invoiced, the Administrative Agent shall have received payment or reimbursement of its reasonable out-of-pocket expenses in connection with this Amendment and any other out-of-pocket expenses of the Administrative Agent required to be paid or reimbursed pursuant to the Credit Agreement, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent. (which may include telecopy or electronic transmission iv) JPMorgan, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. shall have received payment of a signed signature page of all fees and (to the extent invoiced) expense reimbursements owed to them by the Company on the Amendment Effective Date in connection with this Agreement) that such party has signed a counterpart of this Agreement;Amendment and the transactions contemplated hereby. (b) The Administrative Agent shall notify the Borrower shall have paid all fees, costs Borrowers and expenses due and payable to the Administrative Agent, for itself and on behalf Lenders (including the Additional Term Lenders) of the Lenders, or its counsel on the Amendment Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Effective Date; (c) the Borrower shall have provided the documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective Date; (d) the Borrower shall have delivered to the Administrative Agent a customary written opinion (addressed to the Administrative Agent and the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type contemplated by this Agreement; (e) the Borrower shall have delivered to the Administrative Agent copies of the certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; (f) the Borrower shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; and (i) the representations and warranties set forth in Article V shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereofand binding. Notwithstanding the foregoing, this Amendment shall not become effective, and the obligations of the New Term Lenders to make and fund, or acquire by conversion, New Term Loans as provided for herein, will automatically terminate if each of the conditions set forth or referred to in Sections 3(c) and 4 hereof has not been satisfied at or prior to 5:00 p.m., New York City time, on February 28, 2007.

Effectiveness. The occurrence This Agreement shall become effective on the date that each of the Effective Date is subject to the satisfaction (or waiver) of only the following conditions precedentshall have been satisfied or waived in accordance with Section 9.05 hereof: (a) receipt by the Administrative Agent (or its counsel) shall have received from (I) all Lenders hereunder as of counterparts hereof signed by each of the Effective Date, (II) the Administrative Agent and (III) the Borrower either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreementparties hereto; (b) receipt by the Agent of (i) a perfection certificate from the Borrower shall have paid all feessubstantially in the form of Exhibit G attached hereto, costs (ii) copies of the results of current UCC lien searches (or the equivalent in the applicable jurisdictions), such results to be in form and expenses due and payable substance reasonably satisfactory to the Administrative Agent, for itself and on behalf of (iii) the LendersSecurity Agreement, or its counsel on the Effective Date and (iv) such other documents, instruments and/or agreements as the Agent may reasonably require to perfect its security interest in the case of expenses) for which Collateral in the Borrower has received an invoice at least three (3) Business Days prior to the Effective Daterelevant jurisdictions; (c) receipt by the Borrower shall have provided Agent of the documentation and other information about legal opinion of Dechert LLP, counsel for the Borrower Borrower, addressed to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, Banks and covering such matters relating to the extent such information was transactions contemplated hereby as the Agent may reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective Daterequest; (d) receipt by the Agent of a certificate manually signed by an officer of the Borrower shall have delivered to the Administrative Agent effect set forth in clauses (b) (if the Borrower is submitting a customary written opinion Notice of Borrowing on the Effective Date), (addressed c) and (d) of Section 3.02 hereof, such certificate to be dated the Effective Date and to be in form and substance satisfactory to the Administrative Agent and the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type contemplated by this AgreementAgent; (e) the Borrower shall have delivered to the Administrative Agent copies of the certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified receipt by the appropriate governmental officer in its jurisdiction Agent of incorporation; (f) the Borrower shall have delivered to the Administrative Agent copies, certified by a manually signed certificate from the Secretary or Assistant Secretary of the Borrower in form and substance satisfactory to the Agent and dated the Effective Date as to the incumbency of, and bearing manual specimen signatures of, the Authorized Signatories who are authorized to execute and take actions under the Loan Documents for and on behalf of the Borrower, and certifying and attaching copies of (i) Charter Documents (other than those delivered pursuant to Section 3.01(g) hereof), with all amendments thereto, (ii) the resolutions of the Borrower’s by-laws and of its Board of Directors’ resolutions Directors authorizing the transactions contemplated hereby, (iii) the investment advisory agreement between the Borrower and of resolutions or actions of the Investment Manager as then in effect, along with any other body authorizing the execution of the Loan Documents investment management or submanagement agreements to which it the Borrower is a party as then in effect, (iv) the Prospectus then in effect, and (v) a certification that there have been no changes to its balance sheet of the Borrower, dated the Effective Date, and prepared in accordance with Generally Accepted Accounting Principles (the “Closing Balance Sheet”); (f) a legal existence and good standing certificate for the Borrower from the Secretary of incorporation provided pursuant to Section 4.01(e)State of the State of Delaware, dated as of a recent date; (g) a copy of the Borrower shall have delivered to articles of incorporation of the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that Borrower, with all amendments, certified as of a recent date by the Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% Secretary of State of the Aggregate Commitments substantially concurrently with the occurrence State of the Effective DateDelaware; (h) [reserved]receipt by the Agent on behalf of each Bank of a duly completed Form FR U-1 referred to in Regulation U signed by the Borrower; and (i) receipt by the representations Agent of payment of (i) all reasonable fees and warranties set forth in Article V expenses (including reasonable fees and disbursements of special counsel for the Agent) then payable hereunder for which invoices have been presented and (ii) all fees then due and payable pursuant to Section 2.07(b) hereof. The Agent shall be true promptly notify the Borrower and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as Banks of the Effective Date, except to the extent any and such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereofand binding on all parties hereto.

Effectiveness. The occurrence Commitment Increase shall become effective as of the first date (the “Incremental Effective Date is subject to the satisfaction (or waiverDate”) of only the following conditions precedenton which: (a) the Administrative Agent (or its counsel) shall have received from (I) all Lenders hereunder as of the Effective DateBorrower, (II) the Administrative Agent Swingline Lender, each Issuing Bank and (III) the Borrower each Increasing Lender either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary facsimile or other written evidence reasonably confirmation satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) confirming that such party has signed a counterpart of this Agreement; (b) the Borrower Administrative Agent shall have paid all feesreceived an opinion of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., costs counsel for the Borrower, and expenses due and payable (ii) the General Counsel of the Borrower (or such other counsel for the Borrower as may be acceptable to the Administrative Agent), for itself in each case in form and on behalf of the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior substance reasonably satisfactory to the Effective DateAdministrative Agent; (c) the Administrative Agent shall have received all documents the Administrative Agent may reasonably request relating to the existence of the Borrower and the corporate authority for and the authorization of this Agreement, all in form and substance reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate, dated the Incremental Effective Date, of a financial officer of the Borrower confirming the accuracy of the representations and warranties set forth in Section 3 of this Agreement; (e) the Borrower shall have provided paid to the Administrative Agent for the account of each Increasing Lender, the fees required to be paid on the Incremental Effective Date pursuant to any fee letters separately agreed with the Borrower and such Increasing Lender in connection with this Agreement; (f) the Borrower shall have paid to the Administrative Agent all reasonable and documented fees and disbursements of counsel required to be paid by it pursuant to Section 9.03 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one day prior to the Incremental Effective Date; and (g) each New Lender, shall have received all documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, including the U.S. Patriot Act and the Beneficial Ownership RegulationUSA PATRIOT Act, to the extent the Borrower has received such information was reasonably requested by the Arrangers or a Lender in writing New Lender’s request therefor at least ten (10) three Domestic Business Days prior to the Incremental Effective Date; (d) . The Administrative Agent shall notify the Borrower shall have delivered to the Administrative Agent a customary written opinion (addressed to the Administrative Agent and the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing Lenders of the type contemplated by this Agreement; (e) the Borrower shall have delivered to the Administrative Agent copies of the certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; (f) the Borrower shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Incremental Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; and (i) the representations and warranties set forth in Article V shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereofand binding.

Effectiveness. The occurrence This Amendment shall become effective on the date that each of the Effective Date is subject to the satisfaction (or waiver) of only the following conditions precedent:shall have been satisfied (the "Effective Date"): (a) receipt by the Administrative Agent (or its counsel) shall have received from (I) all Lenders hereunder as of this Amendment, duly executed and delivered by the Effective DateBorrower, (II) the Administrative Agent and (III) the Borrower either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreementeach Bank; (b) the Borrower shall have paid all fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Effective Date; (c) the Borrower shall have provided the documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested receipt by the Arrangers or Agent of a Lender in writing at least ten (10) Business Days prior to the Effective Date; (d) the Borrower shall have delivered to the Administrative Agent a customary written opinion (addressed to the Administrative Agent and the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type contemplated by this Agreement; (e) the Borrower shall have delivered to the Administrative Agent copies of the manually signed certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; (f) the Borrower shall have delivered to the Administrative Agent copies, certified by from the Secretary or Assistant Secretary of the Borrower in form and substance reasonably satisfactory to the Agent and dated as of the date hereof as to the incumbency of, and bearing manual specimen signatures of, the Authorized Signatories who are authorized to execute and take actions under this Amendment, the Agreement and the other Loan Documents for and on behalf of the Borrower (or a certification that no changes have been made to the certification regarding incumbency made in the Assistant Secretary's Certificate dated as of December 5, 2019 and delivered pursuant to Section 9(d) of the Amendment Agreement No. 5 dated as of December 5, 2019 by and among the Borrower, the Banks and the Agent (the "Fifth Amendment Certificate"), and certifying and attaching copies of (i) Charter Documents, with all amendments thereto (or a certification that no changes have been made to the Charter Documents delivered to the Agent and attached as Exhibits A and B to that certain Assistant Secretary's Certificate dated December 7, 2017 and delivered to the Agent on December 7, 2017 in connection with the Amendment Agreement No. 2 dated as of December 7, 2017 by and among the Borrower, the Banks and the Agent), (ii) the resolutions of the Borrower’s by-laws and of its 's Board of Directors’ resolutions and of resolutions or actions of any other body Trustees authorizing the execution of transactions contemplated hereby, (iii) the Loan Documents to which it is a party investment advisory agreement between the Borrower and the Investment Manager as then in effect (or a certification that there no changes have been no changes made to its certificate of incorporation provided the investment advisory agreement delivered to the Agent on the Effective Date and delivered pursuant to Section 4.01(e3.01(f) of the Credit Agreement (the "Closing Date Certificate")), (iv) the Custody Agreement then in effect (or a certification that no changes have been made to the Custody Agreement delivered to the Agent and attached as Exhibit B to that certain Assistant Secretary's Certificate dated December 6, 2018 and delivered to the Agent on December 6, 2018 in connection with the Amendment Agreement No. 4 dated as of December 6, 2018 by and among the Borrower, the Banks and the Agent) and (v) the Prospectus of the Borrower then in effect (or a certification that no changes have been made to the Prospectus dated June 26, 2007 and delivered to the Agent pursuant to the Closing Date Certificate); (gc) receipt by the Agent of a legal existence and good standing certificate for the Borrower shall have delivered to from the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in Secretary of State of the Bridge Facility Credit Agreement) and that State of Delaware, dated as of the Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Datea recent date; (hd) [reserved]receipt by the Agent of a certificate of trust of the Borrower, with all amendments, certified as of a recent date by the Secretary of State of the State of Delaware; (e) receipt by the Agent of the legal opinion of ▇▇▇▇▇▇▇▇ Ronon ▇▇▇▇▇▇▇ & ▇▇▇▇▇, LLP, counsel for the Borrower, covering such matters relating to the transactions contemplated hereby as the Agent and the Banks may reasonably request; and (if) receipt by the representations and warranties set forth in Article V shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) Agent of a fee letter dated as of the Effective Date, except date hereof between the Borrower and the Agent (the "Fee Letter") and payment by the Borrower to the extent any such representation or warranty is stated to relate solely to an earlier dateAgent, in which case such representation or warranty shall have been true and correct in all material respects cash, (except to i) for the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower pro rata accounts of the satisfaction Banks, of a non-refundable upfront fee equal to fifteen (15) basis points on the foregoing conditions shall be conclusive evidence thereofAggregate Commitment Amount and (ii) such other fees as are contemplated by such Fee Letter.

Effectiveness. The occurrence This Amendment shall become effective as of the date (the “Second Amendment Effective Date is subject to the satisfaction (or waiverDate”) on which each of only the following conditions precedentis satisfied: (a) the The Administrative Agent (or its counsel) shall have executed this Amendment and shall have received from (I) all Lenders hereunder as counterparts hereof duly executed and delivered by Swissco, Luxembourg Holdco, the US Loan Parties, the Consenting Term Lenders, each of the Effective Date, (II) New Term Lenders and each of the Administrative Agent and (III) the Borrower either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;Revolving Lenders. (b) the Borrower The Administrative Agent shall have paid received payment of (x) all feesaccrued and unpaid interest on the Existing Initial Term Loans to, costs but not including, the Second Amendment Effective Date, and (y) all fees and expenses due and payable to the Administrative Agent, for itself and on behalf of the Lenders, or its counsel on the Effective Date and (which in the case of expenses) for which the Borrower has received an invoice expenses shall be invoiced at least three (3) Business Days prior to the Second Amendment Effective Date;) required to be paid or reimbursed by Finance or any other Loan Party under or in connection with this Amendment, including those fees and expenses set forth in Section 9 hereof. (c) the Borrower The Administrative Agent shall have provided received a copy of (i) the Organizational Document of Finance certified, to the extent applicable, as of a recent date by the applicable Governmental Authority, (ii) signature and incumbency certificates of the Responsible Officers of Finance, (iii) copies of resolutions of the board of directors of Finance approving and authorizing the execution, delivery and performance of the Amendment, certified as of the Effective Date by a secretary, an assistant secretary or a Responsible Officer of Finance as being in full force and effect without modification or amendment and (iv) a good standing certificate from the applicable Governmental Authority of Finance’s jurisdiction of incorporation. (d) The Administrative Agent shall have received a certificate, dated the Second Amendment Effective Date and signed by a Responsible Officer of Holdings, to the effect that (i) on and as of the Second Amendment Effective Date, after giving effect to this Amendment, no Default or Event of Default shall have occurred or be continuing and (ii) the representations and warranties of the Loan Parties set forth in Article III of the Credit Agreement (as amended hereby) are true on, and as of, the Second Amendment Effective Date. (e) The Administrative Agent shall have received, at least three Business Days prior to the Second Amendment Effective Date, all documentation and other information about the Borrower Loan Parties as shall have been reasonably requested in writing at least ten Business Days prior to the Second Amendment Effective Date by the Administrative Agent or the Arrangers that they shall have reasonably determined is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, including without limitation, limitation the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective Date;USA PATRIOT Act. (df) the Borrower Finance shall have delivered to the Administrative Agent a customary written opinion (addressed to the Administrative Agent Agent, in accordance with Sections 2.11(a)(i) and the LendersSection 2.11(e) of Wachtellthe Credit Agreement, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing a notice of prepayment in respect of the type contemplated by this Agreement; (e) the Borrower shall have delivered to the Administrative Agent copies optional prepayment of the certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer Existing Initial Term Loans referenced in its jurisdiction of incorporation; (f) the Borrower shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e2(b); (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; and (i) the representations and warranties set forth in Article V shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereof.

Effectiveness. The occurrence This Amendment shall become effective upon the satisfaction of each of the Effective Date is subject to the satisfaction (or waiver) of only the following conditions precedent: (a) the Administrative Agent (or its counsel) shall have received from (I) all Lenders hereunder as of the Effective Dateconditions, (II) the Administrative Agent in each case in a manner satisfactory in form, scope and (III) the Borrower either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic 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 all fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Effective Date; (c) the Borrower shall have provided the documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective Date; (d) the Borrower shall have delivered to the Administrative Agent a customary written opinion (addressed substance to the Administrative Agent and the Lenders: (a) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing This Amendment shall have been duly executed and delivered by each of the type contemplated Borrowers, each of the Guarantors, the Administrative Agent, the Canadian Agent and each of the Lenders and shall be in full force and effect, and the Administrative Agent shall have received an affidavit of out of state delivery, in form and substance satisfactory to the Administrative Agent, with respect thereto and the other loan documents. (b) The Administrative Agent shall have received a duly executed Third Amendment to Third Amended and Restated Term Loan and Security Agreement dated as of the date hereof by this and among the Loan Parties, the Term Loan Lenders, and Crystal Financial LLC, as Term Loan Agent and Collateral Agent (as defined therein). (c) The Administrative Agent shall have received a duly executed Second Amendment to Second Amended and Restated Intercreditor Agreement dated as of the date hereof, by and among the Agents, Crystal Financial, as Term Loan Agent and Collateral Agent (as defined therein) and acknowledged by each Loan Party (the “Intercreditor Amendment”). (d) The Administrative Agent shall have received (i) a duly executed Specified Management Agreement;, (ii) a duly executed Management Subordination Agreement, dated as of the Eighth Amendment Effective Date, among the Canadian Borrower, Gestofi S.A., the Agents and the Term Loan Agent and (iii) evidence acceptable to the Administrative Agent that the Amended and Restated Management Consulting Services Agreement, dated as of June 8, 2011, between the Canadian Borrower and Montrovest B.V., as amended, shall be terminated on December 31, 2015. (e) the Borrower The Administrative Agent shall have delivered received a duly executed amendment to the Quebec Subordination Agreement (or other evidence acceptable to the Administrative Agent copies of that the certificate of incorporation of Quebec Subordination Agreement incorporates the Borrower, together with all amendments thereto, Moratorium 2015) and a certificate of good standing for evidence acceptable to the Borrower, each certified by Administrative Agent that the appropriate governmental officer in its jurisdiction of incorporation;Moratorium 2015 is effective on terms acceptable to the Administrative Agent. (f) the Borrower The Borrowers shall have paid (i) the Eighth Amendment Fee and (ii) all reasonable costs and expenses incurred by the Agents, including the fees and expenses of the Agents’ US and Canadian counsels, to the extent that copies of invoices for such fees and expenses have been delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e);Borrowers. (g) the Borrower The Administrative Agent shall have delivered received a certificate of a duly authorized officer of each Loan Party (with such certification to be in such Person’s capacity as an officer of such Loan Party and not in such Person’s individual capacity), certifying (i) that an attached copy of resolutions authorizing execution and delivery of this Amendment and the other Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, (ii) to the Administrative Agent a notice stating that title, name and signature of each Person authorized to sign this Credit Facility constitutes a “Qualifying Term Amendment and the other Loan Facility” Documents, and (iii) attached thereto are good standing or subsistence certificates, as defined in applicable, for each Loan Party, issued by the Bridge Facility Credit Agreement) and that Secretary of State or other appropriate official of such Loan Party’s jurisdiction of organization, dated as of the Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date;a recent date. (h) [reserved]; andThe Administrative Agent shall have received a certificate, in form and substance reasonably satisfactory to it, from a Senior Officer of each Borrower (with such certification to be in such Person’s capacity as a Senior Officer of such Borrower and not in such Person’s individual capacity) certifying that: (i) after giving effect to the transactions hereunder and under the Term Loan Agreement, (A) each Loan Party is Solvent; (B) the representations and warranties set forth in Article V shall be Section 9 of the Credit Agreement are true and correct in all material respects (except to the extent such representations on and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as of the Effective Date, such date as if made on and as of such date except to the extent any such representation or warranty is stated expressly relates to relate solely to an any earlier dateand/or specified date and except any representations or warranties that are qualified by materiality, in which case such representation or warranty shall have been are true and correct in all respect as of such date or such earlier and/or specified date; and (C) each Loan Party has complied in all material respects with all agreements and conditions to be satisfied by it under the Loan Documents; (except ii) there is no action, suit, investigation or proceeding pending or, to the extent such representations knowledge of the Loan Parties, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (iii) no law or regulation to which any Loan Party is subject is applicable to the transactions contemplated hereby which could reasonably be expected to have a Material Adverse Effect on any Loan Party or a Material Adverse Effect on the transactions contemplated hereby; (iv) no Material Adverse Effect shall have occurred since March 28, 2015; (v) the Term Loan Documents shall be in full force and warranties are qualified with effect and no “materialitydefault” or “Material Adverse Effectevent of default” shall have occurred and be continuing thereunder; and (vi) no “default” or similar terms, in which case such representations and warranties “event of default” by a Loan Party shall have been true occurred and correct be continuing under any Material Contract. (i) The Agents shall have received such other items, documents, agreements, items or actions as the Agents may reasonably request in all respectsorder to effectuate the transactions contemplated hereby. (j) on No Default or Event of Default shall have occurred and as of such earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereofcontinuing.

Effectiveness. The occurrence This Amendment and Waiver shall become effective as of the Amendment and Waiver Effective Date is (and any earlier effective date herein expressly provided), subject to the satisfaction (or waiver) of only the following conditions precedentconditions: (a) receipt by the Administrative Agent (or its counsel) shall have received from (I) all Lenders hereunder as of the Effective Date, (II) the Administrative Agent and (III) the Borrower either of: (i) a counterpart of this Agreement signed on behalf of such party or Amendment and Waiver executed by the Borrowers and the Required Lenders and the Required Revolving Lenders; (ii) customary written evidence reasonably satisfactory a counterpart of the Reaffirmation of Loan Documents, substantially in the form of Exhibit A, executed by each Loan Party; (iii) in immediately available funds, $100,000 of the Amendment and Waiver Fee referred to in Section 7(b) below; (iv) in immediately available funds, payment of all outstanding amounts, if any, that have been invoiced by the Administrative Agent (which may include telecopy or electronic transmission and unpaid as of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (b) the Borrower shall have paid date hereof with respect to all reimbursable fees, costs charges or expenses payable in accordance with the terms and expenses due and payable to the Administrative Agent, for itself and on behalf provisions of the Lenders, or its counsel on Credit Agreement and the Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Effective Date; (c) the Borrower shall have provided the documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsLoan Documents, including, without limitation, all Attorney Costs of Clifford Chance Rogers & Wells LLP, counsel for t▇▇ ▇▇▇▇▇istrative Agent, ▇▇▇ ▇▇l fees and disbursements of FTI Policano & Manzo, financial advisor to such couns▇▇; ▇▇▇ (v) such other documents as the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was Administrative Agent may reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective Daterequest; (db) all legal matters in connection with this Amendment and Waiver, the Borrower shall have delivered to the Administrative Agent a customary written opinion (addressed to the Administrative Agent Credit Agreement and the Lenders) of Wachtellother Loan Documents shall be reasonably satisfactory to Clifford Chance Rogers & Wells LLP, Lipton, Rcounsel for the Admini▇▇▇▇▇▇▇▇ & KAgent; ▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type contemplated by this Agreement;▇ (ec) the Borrower ▇▇ ▇▇ent of Default shall have delivered occurred and be continuing, and no Unmatured Event of Default shall occur or be continuing upon the effectiveness of this Amendment and Waiver. The Administrative Agent shall give notice to the Administrative Agent copies of the certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; (f) the Borrower shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with Borrowers upon the occurrence of the Amendment and Waiver Effective Date; (h) [reserved]; and (i) the representations . Except as provided in Section 9 below, this Amendment and warranties set forth in Article V Waiver shall be true of no force and correct in all material respects (except to effect if the extent such representations and warranties are qualified preceding conditions have not been satisfied by “materiality” or “Material Adverse Effect” or similar termsJuly 23, in which case such representations and warranties are true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereof2001.

Effectiveness. The occurrence This Amendment shall become effective on the date (such date and time of effectiveness, the “Amendment No. 6 Effective Date”) that each of the Effective Date is subject to the satisfaction (or waiver) of only the following conditions precedentprecedent set forth below shall have been satisfied: (a) The Administrative Agent shall have received executed counterparts hereof from the Borrower, Holdings, the Issuing Lenders, the Swingline Lender, Lenders constituting the Required Lenders, each Lender listed on Schedule I hereto as having a Revolving C Commitment, a Term A-7 Additional Commitment and/or Term B-5 Additional Commitment, each Converting Consenting Term B-2 Lender and each Converting Consenting Term A-5 Lender ; (b) On the Amendment No. 6 Effective Date, the Administrative Agent shall have received the legal opinion of K▇▇▇▇▇▇▇ & E▇▇▇▇ LLP, counsel to the Loan Parties, which opinion shall be in form and substance reasonably satisfactory to the Administrative Agent; (or its counselc) The Administrative Agent shall have received completed Notices of Borrowing for the Term A-7 Loans and the Term B-5 Loans; (d) The Administrative Agent shall have received from (I) all Lenders hereunder as a Responsible Officer of the Effective Date, (II) the Administrative Agent Borrower a certificate in form and (III) the Borrower either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence substance reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission certifying that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to this Amendment and the payment of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreementall fees and expenses in connection therewith, are Solvent; (be) The Administrative Agent shall have received from the Borrower shall have paid all fees, costs and expenses due and payable to upfront fees for the Administrative Agent, for itself and on behalf account of the Lenders, or its counsel on the Effective Date and each Lender equal to: (i) in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days each Lender that is not a Revolving Lender or a Term A-5 Lender immediately prior to the Amendment No. 6 Effective Date, 0.20% of the sum of (A) the aggregate principal amount of the Revolving C Commitment of such Revolving Lender actually made available to the Borrower and (B) the aggregate principal amount of Term A-7 Loans funded by such Lender, in each case, on the Amendment No. 6 Effective Date, (ii) in the case of each Lender that is a Revolving Lender and/or a Term A-5 Lender immediately prior to the Amendment No. 6 Effective Date, the sum of (A) 0.08% of the sum of (x) the aggregate principal amount of the Revolving C Commitment of such Lender actually made available to the Borrower and (y) the aggregate principal amount of Term A-7 Loans funded (including through the conversion of any Converted Term A-5 Loans) by such Lender, in each case, on the Amendment No. 6 Effective Date, in an aggregate principal amount up to the sum of (1) such L▇▇▇▇▇’s Revolving B Commitment and (2) such L▇▇▇▇▇’s Term A-5 Loans, in each case, in effect immediately prior to the Amendment No. 6 Effective Date, and (B) 0.20% of the amount, if any, by which the sum of (x) the aggregate principal amount of the Revolving C Commitment of such Lender actually made available to the Borrower and (y) the aggregate principal amount of Term A-7 Loans funded (including through the conversion of any Converted Term A-5 Loans) by such Lender, in each case, on the Amendment No. 6 Effective Date, exceeds the sum of (1) such L▇▇▇▇▇’s Revolving B Commitment and (2) such Lender’s Term A-5 Loans, in each case, in effect immediately prior to the Amendment No. 6 Effective Date, and (iii) 0.25% of the aggregate principal amount of Term B-5 Loans funded (including through the conversion of any Converted Term B-2 Loans) by such Lender on the Amendment No. 6 Effective Date; (cf) Prior to, or substantially concurrently with, the Borrower Amendment No. 6 Effective Date, the Amendment No. 6 Term A-5 Loan Prepayment and the Amendment No. 6 Term B-2 Loan Prepayment shall have provided the documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective Date; (d) the Borrower shall have delivered to the Administrative Agent a customary written opinion (addressed to the Administrative Agent and the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type contemplated by this Agreement; (e) the Borrower shall have delivered to the Administrative Agent copies of the certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; (f) the Borrower shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e)occurred; (g) Substantially concurrently with the Amendment No. 6 Effective Date, the Borrower shall have delivered (x) paid, or concurrently herewith shall pay, to the Administrative Agent a notice stating that this for the benefit of the applicable Lenders all accrued (i) commitment fees pursuant to Section 2.6(a) of the Existing Credit Facility constitutes a “Qualifying Term Loan Facility” Agreement and (as defined in ii) Letter of Credit fees pursuant to the Bridge Facility first sentence of Section 3.3(a) of the Existing Credit Agreement) and that as of , in each case, to but excluding the Amendment No. 6 Effective Date, and (y) repaid all Revolving B Loans (if any) that are outstanding immediately prior to the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Amendment No. 6 Effective Date;, together with all accrued and unpaid interest thereon up to but excluding the Amendment No. 6 Effective Date; and (h) [reserved]; and (i) The Borrower shall have paid, or concurrently herewith shall pay to the representations and warranties set forth in Article V shall be true and correct in all material respects (except Administrative Agent for the benefit of the applicable Agents, to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar termsinvoiced, in which case such representations and warranties are true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as reasonable documented out-of-pocket expenses of such earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereofAgents in connection with this Amendment.

Effectiveness. The occurrence This Amendment shall become effective on the date that each of the Effective Date is subject to the satisfaction (or waiver) of only the following conditions precedent:shall have been satisfied (the “Effective Date”): (a) receipt by the Administrative Agent (or its counsel) shall have received from (I) all Lenders hereunder as of this Amendment, duly executed and delivered by the Effective DateBorrower, (II) the Administrative Agent and (III) the Borrower either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreementeach Bank; (b) the Borrower shall have paid all fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Effective Date; (c) the Borrower shall have provided the documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested receipt by the Arrangers or Agent of a Lender in writing at least ten (10) Business Days prior to the Effective Date; (d) the Borrower shall have delivered to the Administrative Agent a customary written opinion (addressed to the Administrative Agent and the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type contemplated by this Agreement; (e) the Borrower shall have delivered to the Administrative Agent copies of the manually signed certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; (f) the Borrower shall have delivered to the Administrative Agent copies, certified by from the Secretary or Assistant Secretary of the BorrowerBorrower in form and substance reasonably satisfactory to the Agent and dated as of the date hereof as to the incumbency of, and bearing manual specimen signatures of, the Authorized Signatories who are authorized to execute and take actions under this Amendment, the Agreement and the other Loan Documents for and on behalf of the Borrower (or a certification that no changes have been made to the certification regarding incumbency made in the Assistant Secretary’s Certificate dated November 20, 2015 and delivered in connection with the Amendment Agreement No.5 dated as of November 20, 2015 (the “Fifth Amendment Certificate”), and certifying and attaching copies of (i) Charter Documents, with all amendments thereto (or a certification that no changes have been made to the Charter Documents delivered to the Agent pursuant to the certificate dated as of August 27, 2012 from the Borrower to the Agent delivered pursuant to Section 3.01(f) of the Credit Agreement (the “Closing Date Certificate”), other than (x) the changes made to the Declaration of Trust which were delivered to the Agent on November 20, 2015 and attached as Exhibit A to the Fifth Amendment Certificate, (y) the changes made to the By-Laws of the Borrower which were delivered to the Agent on August 29, 2013 in connection with the Amendment Agreement No. 2 dated as of August 29, 2013 and attached as Annex A to the Assistant Secretary’s Certificate dated August 29, 2013 (the “Second Amendment Certificate”) and (z) the changes made to the By-Laws of the Borrower which were delivered to the Agent on November 20, 2015 and attached as Exhibit B to the Fifth Amendment Certificate, (ii) the resolutions of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body Trustees authorizing the execution of transactions contemplated hereby, (iii) the Loan Documents to which it is a party investment advisory agreement between the Borrower and the Investment Adviser as then in effect (or a certification that there no changes have been made to the investment advisory agreement delivered to the Agent pursuant to the Closing Date Certificate except as modified by an amendment thereto dated December 3, 2012 which was delivered to the Agent on August 29, 2013 and attached as Annex C to the Second Amendment Certificate), (iv) the Custody Agreement then in effect (or a certification that no changes have been made to its certificate of incorporation provided the Custody Agreement delivered to the Agent pursuant to Section 4.01(ethe Closing Date Certificate) and (v) the Prospectus of the Borrower then in effect (or a certification that no changes have been made to the Prospectus dated June 26, 2007 and delivered to the Agent pursuant to the Closing Date Certificate); (gc) receipt by the Agent of a legal existence and good standing certificate for the Borrower shall have delivered to from the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in Secretary of State of the Bridge Facility Credit Agreement) and that State of Delaware, dated as of the Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Datea recent date; (hd) [reserved]receipt by the Agent of a certificate of trust of the Borrower, with all amendments, certified as of a recent date by the Secretary of State of the State of Delaware; (e) receipt by the Agent of the legal opinion of ▇▇▇▇▇▇▇▇ Ronon ▇▇▇▇▇▇▇ & ▇▇▇▇▇, LLP, counsel for the Borrower, covering such matters relating to the transactions contemplated hereby as the Agent and the Banks may reasonably request; and (if) payment by the representations and warranties set forth in Article V shall be true and correct in all material respects (except Borrower to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar termsAgent, in which case such representations and warranties are true and correct in all respects) as cash, for the pro rata accounts of the Effective DateBanks, except of a non-refundable upfront fee equal to five (5) basis points on the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereofAggregate Commitment Amount.

Effectiveness. The occurrence This Amendment shall become effective upon the satisfaction of each of the Effective Date is subject following conditions, in each case in a manner satisfactory in form, scope and substance to the satisfaction (or waiver) of only Agent and the following conditions precedentLenders: (a) This Amendment shall have been duly executed and delivered by each of the Administrative Borrowers, each of the Guarantors, the Agent (or its counsel) and each of the Lenders and shall be in full force and effect; and the Agent shall have received from an affidavit of out of state delivery, in form and substance satisfactory to the Agent with respect thereto and the other Loan Documents. (Ib) all Lenders hereunder The Agent shall have received a duly executed Ninth Amendment to Second Amended and Restated Revolving Credit and Security Agreement dated as of the Effective Datedate hereof by and among the Loan Parties, (II) the Administrative Revolving Lenders, the Revolving Agent and the Canadian Revolving Agent. (IIIc) The Agent shall have received a duly executed Third Amendment to Second Amended and Restated Intercreditor Agreement dated as of the Borrower either date hereof, by and among the Agent as Term Loan Agent and Collateral Agent (each as defined in the Intercreditor Agreement), the Revolving Agent as Revolving Credit US Agent and Revolving Credit Canadian Agent (each as defined in the Intercreditor Agreement) and acknowledged by each Loan Party (the “Intercreditor Amendment”). (d) Agent shall be satisfied that the Security Documents shall be effective to create in favor of the Applicable Agent a legal, valid and enforceable first priority security interest in and Lien upon the Collateral (subject only to the first priority security interest and Lien in favor of the Revolving Agent or the Canadian Revolving Agent) and shall have received (i) a counterpart evidence that all filings, recordings, deliveries of this Agreement signed on behalf instruments and other actions necessary or desirable in the commercially reasonable opinion of the Agent to protect and preserve such party or security interests and Liens shall have been duly effected and remain in effect, (ii) customary written UCC, PPSA and Lien searches (and the equivalent thereof in all applicable foreign jurisdictions) and other evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party Liens are the only Liens upon the Collateral, except Permitted Liens, (iii) evidence that the payment (or evidence of provision for payment) of all filing and recording fees and taxes due and payable in respect thereof has signed a counterpart of this Agreement;been made in form and substance reasonably satisfactory to the Agent. (be) The Borrowers shall have paid to Agent, for the account of the Lenders on a Pro Rata basis, (i) the Borrower Fourth Amendment Fee and (ii) the Fourth Amendment Tranche A Paydown (including, for the avoidance of doubt, any applicable Early Termination Fee). (f) The Borrowers shall have paid all fees, reasonable costs and expenses due and payable to incurred by the Administrative Agent, for itself including the fees and on behalf expenses of the Lenders, or its counsel on the Effective Date Agent’s US and (in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Effective Date; (c) the Borrower shall have provided the documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership RegulationCanadian counsels, to the extent that copies of invoices for such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective Date; (d) the Borrower shall fees and expenses have been delivered to the Administrative Borrowers. (g) The Agent shall have received a customary written opinion certificate of a duly authorized officer of each Loan Party (with such certification to be in such Person’s capacity as an officer of such Loan Party and not in such Person’s individual capacity), certifying (i) that such Loan Party’s Organizational Documents have not been amended since November 21, 2014 or such later date that such Loan Party’s Organizational Documents were so certified and delivered to the Agent (or, to the extent that any such amendments have occurred since any such date, that attached copies of such Loan Party’s Organizational Documents are true and complete and in full force and effect, without amendment except as shown) and remain in full force and effect, (ii) that an attached copy of resolutions authorizing execution and delivery of this Amendment and the other Amendment Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to the Amendment Documents, (iii) to the title, name and signature of each Person authorized to sign this Amendment and the other Amendment Documents, and (iv) that attached thereto are good standing or subsistence certificates, as applicable, for each Loan Party, issued by the Secretary of State or other appropriate official of such Loan Party’s jurisdiction of organization, dated as of a recent date. The Agent may conclusively rely on such certificate until it is otherwise notified by the applicable Loan Party in writing. (h) Each of the Lenders and the Agent shall have received favorable legal opinions addressed to the Administrative Agent Lenders and the Lenders) of WachtellAgent, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing dated as of the type contemplated by this Agreement;Fourth Amendment Effective Date, in form and substance reasonably satisfactory to the Lenders and the Agent, from (i) Holland & Knight LLP, US counsel to the Borrowers and their Subsidiaries and (ii) Stikeman Elliott LLP, Canadian counsel to the Borrowers and their Subsidiaries. (ei) the Borrower The Agent shall have delivered received a true and correct Borrowing Base Certificate (in the form of Exhibit E attached as Annex I to the Administrative Agent copies Ninth Amendment to Second Amended and Restated Revolving Credit and Security Agreement) setting forth the Revolver Excess Availability as of the certificate of incorporation of Fourth Amendment Effective Date, after giving effect to the Borrower, together with all amendments theretotransactions contemplated hereby, and by the amendments to the Revolving Loan Documents. (j) The Agent shall have received a certificate of good standing for a duly authorized officer of each Borrower (with such certification to be in such Person’s capacity as an officer of such Borrower and not in such Person’s individual capacity), either (i) attaching copies of all consents, licenses and approvals required in connection with the Borrowerexecution, delivery and performance by each certified by Loan Party and the appropriate governmental officer in its jurisdiction of incorporation; (f) the Borrower shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary validity against each Loan Party of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Amendment Documents to which it is a party party, and a certification such consents, licenses and approvals shall be in full force and effect, or (ii) stating that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e);such consents, licenses or approvals are so required. (gk) the Borrower The Agent shall have delivered received a certificate, in form and substance reasonably satisfactory to the Administrative Agent it, from a notice stating that this Credit Facility constitutes Senior Officer of each Borrower (with such certification to be in such Person’s capacity as a “Qualifying Term Loan Facility” (as defined Senior Officer of such Borrower and not in the Bridge Facility Credit Agreementsuch Person’s individual capacity) and that as of the Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; andcertifying that: (i) after giving effect to the transactions hereunder and under the Revolving Credit Agreement, (A) each Loan Party is Solvent; (B) the representations and warranties set forth in Article V shall be Section 9 of the Loan Agreement are true and correct in all material respects (except to the extent such representations on and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as of the Effective Date, such date as if made on and as of such date except to the extent any such representation or warranty is stated expressly relates to relate solely to an any earlier dateand/or specified date and except any representations or warranties that are qualified by materiality, in which case such representation or warranty shall have been are true and correct in all respect as of such date or such earlier and/or specified date; and (C) each Loan Party has complied in all material respects with all agreements and conditions to be satisfied by it under the Loan Documents; (except ii) there is no action, suit, investigation or proceeding pending or, to the extent such representations knowledge of the Loan Parties, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (iii) no law or regulation to which any Loan Party is subject is applicable to the transactions contemplated hereby which could reasonably be expected to have a Material Adverse Effect on any Loan Party or a Material Adverse Effect on the transactions contemplated hereby; (iv) no Material Adverse Effect shall have occurred since March 26, 2016; (v) the Revolving Loan Documents shall be in full force and warranties are qualified with effect and no “materialitydefault” or “Material Adverse Effectevent of default” shall have occurred and be continuing thereunder; and (vi) no “default” or similar terms, in which case such representations and warranties “event of default” by a Loan Party shall have been true occurred and correct in all respectsbe continuing under any Material Contract. (l) on and as Agent shall have received executed copies of such earlier date. Any written notice from the Administrative Agent any amendments or modifications to the Borrower Quebec Subordinated Debt Documents, the Rolex Documents, the Management Agreement, the ▇▇▇▇▇▇▇ Debt Documents and Montrovest Debt Documents since the Third Amendment Effective Date, or certifications that no changes to such documents have been made since the Third Amendment Effective Date, together with a statement of the satisfaction current principal amount outstanding, current maturity date and any amortization payments due under all Subordinated Debt, certified by a Senior Officer of the foregoing conditions Borrowers as complete and correct, which documents shall be conclusive evidence thereofin full force and effect and without amendment except as attached thereto, and those amendments required in connection with the Fourth Amendment. (m) The Agent shall have received such other items, documents, agreements, items or actions as the Agent may reasonably request in order to effectuate the transactions contemplated hereby. (n) No Default or Event of Default shall have occurred and be continuing.

Effectiveness. The occurrence This Amendment shall become effective as of the Effective Date is subject to the satisfaction (or waiver) of only the following conditions precedentdate hereof upon: (a1) receipt by the Administrative Agent Administrator of counterparts of this Amendment (whether by facsimile or its counselotherwise) shall have received from executed by each of the other parties hereto. (I2) all Lenders hereunder receipt by the Administrator of counterparts of that certain Assignment and Assumption Agreement, dated as of the Effective Datedate hereof, (II) by and among, inter alia, the Administrative Agent Seller, the Servicer, the Administrator, the Purchaser Agents and (III) the Borrower either (i) a counterpart Purchasers, executed by each of this Agreement signed on behalf of such party or (ii) customary written evidence the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;Administrator. (b) the Borrower shall have paid all fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior receipt by the Administrator of counterparts of that certain amendment fee letter, dated as of the date hereof, executed by the Administrator, the Seller and the Servicer, in form and substance reasonably satisfactory to the Effective Date;Administrator, and receipt by the Administrator of evidence that the full amount of the “Amendment Fee” referred to therein has been received by the parties entitled thereto. (c4) receipt by each Purchaser Agent of counterparts of a Purchaser Group Fee Letter or an amended and restated Purchaser Group Fee Letter, as the Borrower shall have provided case may be, each dated as of the documentation date hereof and other information about executed by the Borrower applicable Purchaser Agent, the Seller and the Servicer, each in form and substance reasonably satisfactory to such Purchaser Agent. (5) receipt by the Administrator of evidence that the counterpart signature page to the Administrative Chevron Letter Agreement, in form and substance reasonably satisfactory to the Administrator, has been executed by each of the Purchasers in and the Purchaser Agent that is required for the Three Pillars Purchaser Group and received by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsthe parties entitled thereto. (6) receipt by the Administrator of a favorable opinion, including, without limitationaddressed to each Rating Agency, the U.S. Patriot Act Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of King & Spalding LLP, counsel for Seller, the Originators and the Beneficial Ownership RegulationServicer, to the extent such information was reasonably requested covering organizational, enforceability and noncontravention matters. (7) receipt by the Arrangers or a Lender in writing at least ten (10) Business Days prior to Purchaser Agent for the Effective Date; (d) the Borrower shall have delivered to the Administrative Agent a customary written opinion (Three Pillars Purchaser Group of reliance letters, addressed to the Administrative Agent Purchasers in and the Lenders) of WachtellPurchaser Agent for the Three Pillars Purchaser Group, Liptonin form and substance reasonably satisfactory to such Purchaser Agent, R▇▇▇▇ relative to opinions delivered by King & K▇▇▇ covering customary legal matters for an unsecured bank loan financing of Spalding LLP in connection with the type contemplated by this Receivables Purchase Agreement;. (e) 8) such other opinions, documents and instruments as the Borrower shall have delivered to the Administrative Administrator or any Purchaser Agent copies of the certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; (f) the Borrower shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; and (i) the representations and warranties set forth in Article V shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereofmay reasonably request.

Effectiveness. The occurrence This Incremental Term Facility Amendment shall become effective as of the date (the “First Incremental Amendment Effective Date is subject to the satisfaction (or waiverDate”) on which each of only the following conditions precedentshall have been satisfied: (a) the Administrative Agent (or its counsel) shall have received from counterparts of this Incremental Term Facility Amendment that, when taken together, bear the signatures of (Ii) all Lenders hereunder as of the Effective DateHoldings, (IIii) the Borrower, (iii) each other Guarantor (iv) the Administrative Agent and (IIIiv) the Borrower either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementIncremental Term Lender; (b) the Borrower Administrative Agent shall have paid all fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf received a certificate signed by a Responsible Officer of the Lenders, or its counsel on Borrower (A) certifying that the Effective Date conditions precedent set forth in Sections 4.02(a) and (in b) of the case Credit Agreement shall have been satisfied on and as of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the First Incremental Amendment Effective Date, (B) certifying compliance with clauses (A) through (E) of Section 2.14(a)(ii) of the Credit Agreement and (C) containing the true and complete calculations (in reasonable detail) required to show compliance with Section 2.14(a)(ii)(B) and Section 2.14(a)(ii)(C) of the Credit Agreement; (c) the Borrower Administrative Agent shall have provided received a certificate from the documentation and other information about chief financial officer of the Borrower substantially in the form of the certificate delivered pursuant to Section 4.01(a)(vi) of the Credit Agreement (with appropriate modifications to reflect the consummation of the transactions contemplated by this Incremental Term Facility Amendment on the First Incremental Amendment Effective Date) attesting to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” Solvency of the Borrower and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act its Restricted Subsidiaries (taken as a whole) after giving effect to this Incremental Term Facility Amendment and the Beneficial Ownership Regulation, to incurrence of the extent such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective DateIncremental Term Loans established pursuant hereto; (d) the Borrower Administrative Agent shall have delivered received such other documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party and the authorization of this Incremental Term Facility Amendment and amendment of the Credit Agreement and the other transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent a customary written opinion (addressed to the Administrative Agent and the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type contemplated by this AgreementAgent; (e) the Borrower Administrative Agent shall have delivered received favorable customary legal opinions of (i) Young ▇▇▇▇▇▇▇ Stargatt & ▇▇▇▇▇▇ LLP, Delaware counsel to the Loan Parties and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York counsel to the Loan Parties, in each case, as to any matter reasonably requested by the Administrative Agent, addressed to the Lenders and the Administrative Agent, dated the First Incremental Amendment Effective Date and in form and substance reasonably satisfactory to the Administrative Agent copies of Agent, which the certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporationLoan Parties hereby request such counsel to deliver; (f) all of the Borrower conditions specified in Section 2.14 of the Credit Agreement with respect to Incremental Term Loans shall have delivered to been satisfied, including receipt by the Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the a Committed Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e);Notice; and (g) the Borrower Administrative Agent and the arrangers of this Incremental Term Facility Amendment, as applicable, shall have delivered received payment of all fees and other amounts due and payable on or prior to the First Incremental Amendment Effective Date and, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent. The Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in shall notify the Bridge Facility Credit Agreement) Borrower and that as the Lenders of the First Incremental Amendment Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; and (i) the representations and warranties set forth in Article V shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereofand binding.

Effectiveness. The occurrence of This Amendment shall become effective on the date (the "Effective Date is subject to the satisfaction (or waiverDate") of only upon which the following conditions precedenthave been satisfied: (a) receipt by the Administrative Agent of an executed original of this Amendment by the Borrower, the Guarantors and the Required Lenders (or its counsel) shall have received from (I) all Lenders hereunder as of the Effective Date, (II) the Administrative Agent and (III) the Borrower either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to and at the Administrative Agent (which may include telecopy or electronic transmission direction of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreementthe Required Lenders); (b) the Borrower shall have paid all fees, costs and expenses due and payable to receipt by the Administrative Agent, Agent of a duly executed Term Note for itself and on behalf of the Lenders, or its counsel on the Effective Date and (in the case of expenses) for each Lender which the Borrower has received an invoice at least three (3) Business Days prior to the Effective Daterequested a Term Note; (c) the Borrower shall have provided the documentation and other information about the Borrower to receipt by the Administrative Agent (in form and substance reasonably satisfactory thereto) of a certificate of the secretary or assistant secretary of the Borrower (i) containing a representation that is required the partnership agreement provided in connection with the Initial Credit Agreement remains unchanged, (ii) attaching resolutions duly adopted by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsthe respective governing body of the Borrower authorizing, including, without limitationas applicable, the U.S. Patriot Act execution, delivery and performance of this Amendment and any Term Notes and approving the Beneficial Ownership Regulation, to transactions contemplated hereby and (iii) attaching a certificate as of a recent date of the extent such information was reasonably requested by good standing of the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective DateBorrower from its jurisdictions of organization; (d) the Borrower shall have delivered to receipt by the Administrative Agent (in form and substance reasonably satisfactory thereto) of a customary written legal opinion (of counsel to the Borrower addressed to the Administrative Agent and the LendersLenders with respect to the Borrower, this Amendment and such other matters as the Administrative Agent shall reasonably request; (e) the payment of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing all outstanding fees and expenses of the type Administrative Agent (including without limitation, legal fees and expenses) incurred in connection with the preparation and negotiation of this Amendment and all documents, certificates and other instruments delivered in connection therewith; (f) the receipt by the Borrower of the net proceeds from the issuance of at least $250,000,000 principal amount of new senior notes by the Parent (the "2005 Senior Notes") (either prior to or contemporaneously with the funding of all or part of the Term Loan Facility), on terms and conditions substantially similar to the existing senior notes of the Parent issued pursuant to the indenture dated as of December 23, 2003; (g) the issuance by the Borrower of an irrevocable written notice to prepay the Senior Notes and all Refinancing Notes (collectively, the "Redeemed Notes"), including any accrued and unpaid interest and make-whole or premium payments required thereunder, pursuant to the terms of the Senior Note Agreement and Refinancing Note Agreement, as applicable, and otherwise on terms and conditions reasonably satisfactory to the Administrative Agent; (h) the prepayment by the Borrower of at least $297,500,000 principal amount of Redeemed Notes (either prior to or contemporaneously with the funding of all or part of the Term Loan Facility), pursuant to the terms of the Senior Note Agreement and Refinancing Note Agreement, as applicable, and otherwise on terms and conditions reasonably satisfactory to the Administrative Agent; (i) receipt by the Borrower of all necessary approvals, authorizations and consents, if any be required, of any Person, including, without limitation, board approvals of the Parent and the General Partner, as applicable, and of all Governmental Authorities and courts having jurisdiction with respect to the transactions contemplated by this Agreement; (ej) no material adverse change shall have occurred since September 25, 2004 in the business, properties, operations, condition (financial or otherwise) or prospects of the Borrower and its subsidiaries taken as a whole and no Default or Event of Default shall have delivered exist or would exist under the Amended Credit Agreement after giving effect to the Administrative Agent copies of the certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporationthis Amendment; (fk) with respect to the Borrower shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and any of its Board of Directors’ resolutions and of resolutions Subsidiaries, no (i) pending or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined threatened litigation exists that, if adversely determined, could, individually or in the Bridge Facility Credit Agreementaggregate, reasonably be expected to result in a Material Adverse Effect or (ii) and injunction, order or claim that as of could, individually or in the Effective Dateaggregate, the commitments under the Bridge Facility shall reasonably be reduced expected to result in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]a Material Adverse Effect; and (il) delivery by the representations and warranties set forth in Article V shall be true and correct in Borrower of all material respects financial statements (except to the extent such representations and warranties are qualified including, without limitation, financial projections) requested by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent and in form and substance reasonably satisfactory thereto. In the event the conditions precedent set forth above are not met prior to the Borrower of date that is eleven (11) Business Days following the satisfaction of date the foregoing conditions 2005 Senior Notes are priced, this Amendment shall not become effective and shall be conclusive evidence thereofof no force and effect.

Effectiveness. The occurrence of the Effective Date is subject to the satisfaction (or waiver) of Commitments shall become effective only when all the following conditions precedent:have been satisfied (or waived in accordance with Section 9.05): (a) the Administrative Agent (or its counsel) shall have received received, from (I) all Lenders hereunder as of each party listed on the Effective Datesignature pages hereof, (II) the Administrative Agent and (III) the Borrower either (i) a counterpart of this Agreement hereof signed on behalf of by such party or (ii) customary facsimile or other written evidence reasonably confirmation satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) confirming that such party has signed a counterpart of this Agreementhereof; (b) the Borrower Administrative Agent shall have paid all feesreceived an opinion of (i) B▇▇▇▇ B▇▇▇▇ L.L.P., costs counsel for the Borrower, substantially in the form of Exhibit B-1 hereto and expenses due and payable (ii) the General Counsel of the Borrower (or such other counsel for the Borrower as may be acceptable to the Administrative Agent), for itself and on behalf of the Lenders, or its counsel on the Effective Date and (substantially in the case form of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Effective DateExhibit B-2 hereto; (c) the Borrower shall have provided the documentation and other information about the Borrower paid to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act for its own account and the Beneficial Ownership Regulation, accounts of the Lenders the fees required to the extent such information was reasonably requested by the Arrangers be paid on or a Lender in writing at least ten (10) Business Days prior to before the Effective DateDate in the amounts heretofore mutually agreed; (d) the Borrower Administrative Agent shall have delivered received all documents the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the authorization of this Agreement, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent a customary written opinion (addressed to the Administrative Agent and the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type contemplated by this AgreementAgent; (e) the Borrower Administrative Agent shall have delivered to the Administrative Agent copies of the certificate of incorporation of the Borrower, together with all amendments thereto, and received a certificate of good standing for the Borrower, each certified by the appropriate governmental a financial officer in its jurisdiction of incorporation; (f) the Borrower shall have delivered to the Administrative Agent copiesconfirming that, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; and (i) the representations and warranties set forth of the Borrower contained in Article V shall be 4 of this Agreement are true and correct in all material respects (except to the extent that (i) any such representations and or warranties are qualified by “materiality” or “Material Adverse Effect” or similar termslimited to an earlier date, in which case such representations and warranties are true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects as of such earlier date or (except to the extent ii) any such representations and or warranties are qualified with “materiality” or “Material Adverse Effect” or similar termsby a materiality standard, in which case such representations and warranties shall have been are true and correct in all respects) on and as of such earlier date. Any written notice from no Default exists; and (f) the Administrative Agent shall have received evidence satisfactory to it that the principal of all loans and all interest, fees and other amounts outstanding, accrued or otherwise owing to the Borrower agents, issuing banks and lenders under the Existing Credit Agreement shall have been paid in full, that all commitments under the Existing Credit Agreement shall have been terminated and that all letters of credit issued under the satisfaction Existing Credit Agreement have expired or been terminated; provided that the Commitments shall not become effective unless all of the foregoing conditions are satisfied not later than April 30, 2012. The Administrative Agent shall notify the Borrower and the Lenders of the occurrence of the Effective Date, and such notice shall be conclusive evidence thereofand binding on all parties hereto.

Effectiveness. The occurrence This Amendment shall become effective upon satisfaction of the Effective Date is subject to the satisfaction (or waiver) each of only the following conditions precedent:precedent (the date of such effectiveness, the “Amendment Effective Date”): (a) the Administrative Agent (or its counsel) a. Lender shall have received from (I) all Lenders hereunder each of the following documents, duly executed, each dated as of the Effective Date, (II) the Administrative Agent and (III) the Borrower either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic 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 all fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Lenders, or its counsel on the Amendment Effective Date and (except in the case of expenses) for lien searches, which the Borrower has received an invoice at least three (3) Business Days shall be dated on or prior to the Amendment Effective Date;), in each case, in form and substance reasonably satisfactory to Lender: (c) the Borrower shall have provided the documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitationi. duly executed counterparts of this Amendment, the U.S. Patriot Act Share Lending Agreement and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective Date; (d) the Borrower shall have delivered to the Administrative Agent a customary written opinion (addressed to the Administrative Agent and the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type contemplated by this Share Lending Credit Rights Security Agreement; (e) the Borrower shall have delivered to the Administrative Agent copies of the certificate of incorporation of the Borrower, together with all amendments thereto, and ii. a certificate of good standing for the a Responsible Officer of Borrower, each certified by dated the appropriate governmental officer in Amendment Effective Date, which shall (A) certify the resolutions of its jurisdiction general partner, board of incorporation; (f) directors, board of managers, equivalent governing body, or shareholders, as applicable, authorizing the Borrower shall have delivered to the Administrative Agent copiesexecution, certified by the Secretary or Assistant Secretary delivery and performance of the Borrower, of the Borrower’s by-laws Collar Loan Documentation being executed and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents delivered in connection with this Amendment to which it is a party and the Collar Loan Transactions to be consummated by it on such date, (B) identify by name and title and bear the signatures of the Responsible Officers and any other officers of Borrower authorized to sign the Collar Loan Documentation being executed and delivered in connection with this Amendment to which Borrower is a certification that there have been no changes to its certificate of incorporation provided party (including pursuant to Section 4.01(eany powers of attorney), and (C) certify certain appropriate attachments, including (x) the Organization Documents of Borrower certified by the relevant authority of the jurisdiction of organization of Borrower and copies of all shareholders or board of directors resolutions required for the execution, delivery and performance of the Collar Loan Documentation, as requested by Lender and its counsel, (y) if applicable, a good standing certificate for Borrower from its jurisdiction of organization; iii. a solvency certificate from a Responsible Officer of Borrower; (gA) a favorable opinion of Borrower’s counsel, addressed to Lender, with respect to Borrower under New York law, and (B) a favorable opinion of Borrower’s counsel, addressed to Lender, with respect to Borrower under Brazilian law; v. other appropriate evidence from filing offices or central securities depository of each jurisdiction as may be necessary to perfect the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” security interests created by each Security Agreement (as defined in the Bridge Facility Credit Agreement) and that as including filing of the Share Lending Credit Rights Security Agreement with the Brazilian Registry of Deeds and Documents); and vi. such other certificates or documents as Lender reasonably may require. b. All documented fees and expenses required to be paid under the Collar Loan Documentation on or before the Amendment Effective Date, including counsel fees invoiced prior to the commitments under the Bridge Facility Amendment Effective Date and UCC financing statement search and filing fees, shall be reduced in an amount equal to 100% have been paid. c. Each of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; and (i) the representations and warranties set forth contained in Article V Section 4 hereof shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice the Amendment Effective Date. d. Since the date of the Loan Agreement, no event or condition shall have resulted in, or could be reasonably expected to cause, either individually or in the aggregate, a Material Adverse Effect. e. No Default, Event of Default, Collateral Event of Default, Early Collar Termination Event, Market Disruption Event or Potential Adjustment Event shall have occurred and be continuing or would result from the Administrative Agent effectiveness of this Amendment. f. Lender (or an Affiliate thereof) shall have received a number of Shares equal to the Borrower Number of Transaction Shares in accordance with the satisfaction of the foregoing conditions Share Lending Agreement. g. The Collateral Requirement shall be conclusive evidence thereofhave been satisfied in all respects.

Effectiveness. The occurrence This Sixth Amendment shall become effective only upon satisfaction of the Effective Date is subject to the satisfaction (or waiver) of only the following conditions precedent:precedent (the first date upon which each such condition has been satisfied being herein called the "Sixth Amendment Effective Date"): (a) the Administrative The Agent (or its counsel) shall have received from (I) all Lenders hereunder as duly executed counterparts of this Sixth Amendment which, when taken together, bear the authorized signatures of the Effective Date, (II) Borrowers and the Administrative Agent and (III) the Borrower either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;Required Lenders. (b) the Borrower shall have paid all fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Effective Date; (c) the Borrower shall have provided the documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective Date; (d) the Borrower shall have delivered to the Administrative Agent a customary written opinion (addressed to the Administrative Agent and the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type contemplated by this Agreement; (e) the Borrower shall have delivered to the Administrative Agent copies of the certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; (f) the Borrower shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Effective Date, the commitments under the Bridge Facility The Required Lenders shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; and (i) satisfied that the representations and warranties set forth in Article V shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties Section 1.03 are true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of the Sixth Amendment Effective Date and that no Default or Event of Default has occurred or is continuing. (c) There shall not be any action pending or any judgment, order or decree in effect which, in the judgment of the Required Lenders or their counsel, is likely to restrain, prevent or impose materially adverse conditions upon performance by any of the Borrowers, the Subsidiary Pledgors or the Subsidiary Guarantors of its obligations under the Loan Documents. (d) The Required Lenders shall have received such earlier date. Any written notice from the Administrative Agent other documents, legal opinions, instruments and certificates as they shall reasonably request and such other documents, legal opinions, instruments and certificates shall be satisfactory in form and substance to the Borrower Required Lenders and their counsel. All corporate and other proceedings taken or to be taken in connection with this Sixth Amendment and all documents incidental thereto, whether or not referred to herein, shall be satisfactory in form and substance to the Required Lenders and their counsel. (e) Horizon shall have paid in full all amounts due and payable as of the satisfaction Sixth Amendment Effective Date under the Credit Agreement and upon receipt of the foregoing conditions Required Lenders' consent shall be conclusive evidence thereofhave paid to the Agent for the account of each Lender that consents to this Sixth Amendment an amendment fee equal to 0.02% of the consenting Lender's Commitments, so long as a signature page to the Sixth Amendment executed by such Lender is received by Fennebresque, Clark, Swindell & Hay by 5:00 p.m., Charlotte time, on May 9, 1997.

Effectiveness. The occurrence of the Effective Date is subject to the satisfaction (or waiver) of only the following conditions precedentThis Agreement shall become effective upon: (a) receipt by the Administrative Agent (or its counsel) shall have received from (I) all Lenders hereunder as Lender of the Effective Date, (II) the Administrative Agent and (III) the Borrower either (i) a an originally executed counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreementhereof; (b) the filing by the Lender of one or more UCC-1 financing statements in such office or offices as may be necessary or, in the opinion of the Lender, desirable to perfect the security interests purported to be granted by the Additional Borrower shall have paid all fees, costs and expenses due and payable to the Administrative Agent, for itself Lender by this Agreement and on behalf of the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Effective DateLoan Agreement; (c) receipt by the Borrower shall have provided Lender of a certificate dated as of a recent date of the documentation appropriate official(s) of the states of incorporation and other information about each state of foreign qualification of the Borrower Additional Borrower, certifying as to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” good standing of, and anti-money laundering rules and regulations, including, without limitationthe payment of taxes by, the U.S. Patriot Act Additional Borrower in such states and listing all charter documents of the Beneficial Ownership Regulation, to the extent Additional Borrower on file with such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective Dateofficial(s); (d) receipt by the Lender of a certificate dated as of the effective date of this Agreement from an Authorized Person of the Additional Borrower shall have delivered certifying (i) the names and true signatures of the officers of the Additional Borrower authorized to sign this Agreement and the other documents contemplated hereby, (ii) copies of the Governing Documents of the Additional Borrower, as amended, modified, or supplemented to the Administrative Agent effective date of this Agreement and (iii) a customary written opinion (addressed to the Administrative Agent and the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing copy of the type contemplated resolutions adopted by the Board of Directors of the Additional Borrower, certified as of the effective date of this Agreement by authorized officers thereof, authorizing, among other things, the execution of this Agreement; (e) receipt by the Lender of such other agreements, instruments, approvals or other documents reasonably requested by the Lender in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by the Loan Agreement or otherwise to effect the intent that the Additional Borrower shall have delivered to the Administrative Agent copies become bound by all of the certificate of incorporation of the Borrowerterms, together with all amendments thereto, covenants and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer agreements contained in its jurisdiction of incorporation; (f) the Borrower shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered that, to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; and (i) the representations and warranties extent set forth in Article V shall be true the Loan Agreement, all property and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as assets of such earlier date. Any written notice from Person shall become Collateral for the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereofObligations.

Effectiveness. The occurrence This Amendment shall become effective as of the first date (the “Amendment Effective Date is subject to the satisfaction (or waiverDate”) of only the following conditions precedenton which: (a) the Administrative Agent (or its counsel) shall have received from the Borrower, the Swingline Lender, each Issuing Bank and each Extending Lender (Iwhich Extending Lenders shall constitute at least the Required Lenders) all Lenders hereunder as of the Effective Date, (II) the Administrative Agent and (III) the Borrower either (i) a counterpart of this Agreement Amendment signed on behalf of such party or (ii) customary facsimile or other written evidence reasonably confirmation satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) confirming that such party has signed a counterpart of this Agreement; Amendment; (b) the Borrower Administrative Agent shall have paid received all feesdocuments the Administrative Agent may reasonably request relating to the existence of the Borrower and the corporate authority for and the authorization of this Amendment, costs all in form and expenses due and payable substance reasonably satisfactory to the Administrative Agent, for itself and on behalf of the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Effective Date; ; (c) the Borrower Administrative Agent shall have provided received a certificate, dated the documentation and other information about Amendment Effective Date, of a financial officer of the Borrower to confirming the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” accuracy of the representations and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Arrangers or a Lender warranties set forth in writing at least ten (10) Business Days prior to the Effective Date; Section 4 of this Amendment; (d) the Borrower shall have delivered paid to the Administrative Agent a customary written opinion (addressed for the account of each Extending Lender, the fees required to be paid on the Administrative Agent Amendment Effective Date pursuant to any fee letters separately agreed with the Amendment Arranger in connection with this Amendment; and the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type contemplated by this Agreement; (e) the Borrower shall have delivered paid to the Administrative Agent copies of the certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; (f) the Borrower shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; and (i) the representations Administrative Agent and warranties set forth in Article V shall the Amendment Arranger, for their own accounts, all reasonable and documented fees and disbursements of counsel required to be true paid by it pursuant to Section 9.03 of the Credit Agreement and correct in all material respects (except Section 6(c) hereof for which reasonably detailed invoices have been presented to the extent such representations Borrower on or before the date that is one day prior to the Amendment Effective Date and warranties are qualified (ii) the Amendment Arranger, for its own account, all fees required to be paid by “materiality” it on or “Material Adverse Effect” or similar terms, before the Amendment Effective Date in which case such representations the amounts heretofore mutually agreed. The Administrative Agent shall notify the Borrower and warranties are true and correct in all respects) as the Lenders of the Amendment Effective Date, except to the extent any and such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereofand binding.

Effectiveness. The occurrence This Amendment shall be and become effective as of the Effective Date date first above written; provided, that each of the following conditions is subject satisfied, all as reasonably determined by and satisfactory to Lender: A. Lender shall have received an Unused Commitment Fee from Borrower in the amount of $60,244.81, which shall cover the period of time from and including March 12, 2019, through and including March 12, 2020. For the avoidance of doubt, the Unused Commitment Fee that accrued during the period of time that began on (and that included) March 13, 2020, and that ended on (and that included) the date of this Amendment, shall not be payable at this time. Instead, such accrued amount shall be payable on the new Commitment Maturity Date, together with the Unused Commitment Fee that accrues in between the date of this Amendment and such new Commitment Maturity Date, all in accordance with Section 2.09 of the Loan Agreement. B. Lender shall have received (including by facsimile) counterparts of this Amendment, duly executed by or on behalf of Borrower. C. Lender shall have approved the amendments set forth in this Amendment, such approval to be evidenced by Lender’s execution of counterparts of this Amendment. D. All documents executed or submitted pursuant hereto shall be reasonably satisfactory in form and substance to Lender and its counsel prior to or by the time of closing. Prior to or by the time of closing, Lender and its counsel shall have received all information, certificates, resolutions, legal opinions and other documents, and such counterpart originals or such certified or other copies of such originals as Lender or its counsel may reasonably request, and all legal matters incident to the transactions contemplated by this Amendment shall be reasonably satisfactory to Lender and its counsel. E. The representations and warranties set forth in paragraph 5 below shall be true and correct in all respects. Notwithstanding the satisfaction (or waiver) of only the following conditions precedent: (a) the Administrative Agent (or its counsel) shall have received from (I) all Lenders hereunder as each of the Effective Date, (II) the Administrative Agent and (III) the Borrower either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic 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 all fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Effective Date; (c) the Borrower shall have provided the documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective Date; (d) the Borrower shall have delivered to the Administrative Agent a customary written opinion (addressed to the Administrative Agent and the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type contemplated by this Agreement; (e) the Borrower shall have delivered to the Administrative Agent copies of the certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; (f) the Borrower shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing conditions set forth above and/or the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Effective DateAmendment by Borrower, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; and (i) the representations and warranties set forth in Article V shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar termsthis Amendment, in which case such representations any event, shall not be or become effective and warranties are true binding upon the parties until executed and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereofaccepted by Lender.

Effectiveness. The occurrence This Amendment shall become effective as of the first date (the “Amendment Effective Date is subject to the satisfaction (or waiverDate”) of only on which the following conditions precedent: shall have been satisfied: (a) the Administrative Agent (or its counsel) shall have received from (I) all Lenders hereunder as counterparts of this Amendment that, when taken together, bear the Effective Date, (II) the Administrative Agent and (III) the Borrower either signatures of (i) a counterpart of this Agreement signed on behalf of such party or the Borrower, (ii) customary written evidence reasonably satisfactory each Consenting Lender (which Lenders comprise the Required Lenders immediately prior to the Administrative Agent Amendment Effective Date) and (which may include telecopy or electronic transmission of a signed signature page of this Agreementiii) that such party has signed a counterpart of this Agreement; each New Lender, (b) each of the representations and warranties set forth in Section 4 hereof shall be true and correct (and the Agent shall have received a certificate from the Borrower shall have paid all feesconfirming compliance with this clause (b)), costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Effective Date; (c) the Borrower Agent shall have provided received reasonably satisfactory evidence that the documentation and other information about NBA shall have approved the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act Amended Credit Agreement and the Beneficial Ownership Regulationtransactions contemplated hereby, to the extent such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective Date; (d) the Borrower shall have delivered a Borrowing Request with respect to the Administrative Agent a customary written opinion (addressed Borrowings to be made on the Administrative Agent and the Lenders) of WachtellAmendment Effective Date, Liptonif any, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type contemplated by this Agreement; (e) the Borrower Agent shall have delivered to received (i) authorizing resolutions, approving and adopting this Amendment and the Administrative Agent copies Amended Credit Agreement and authorizing the execution and delivery of this Amendment, (ii) the certificate of incorporation limited liability company agreement or other constitutive documents of the Borrower, together with all amendments thereto, and (iii) a certificate of good standing for the Borrower from the State of Delaware and each other jurisdiction where the failure of the Borrower to be qualified and/or in good standing would reasonably be expected to have a Material Adverse Effect, (iv) such customary certificates of the Borrower as the Agent may reasonably request, including authorized signer forms and (v) such documents or other information with respect to “know-your-customer” requirements as the Agent may reasonably request, including, to the extent that the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and requested by any Lender, a ▇▇▇▇▇▇▇▇▇▇ Ownership Certification in relation to the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; (f) the Borrower Agent shall have delivered received a legal opinion for the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, from each of (i) outside counsel to the Borrower substantially in the form of Exhibit D-1 to this Amendment and (ii) the general counsel or secretary of the Borrower substantially in the form of Exhibit D-2 to this Amendment (and the Borrower hereby requests and directs each of the foregoing to deliver such opinions), (g) the Agent copies, certified shall have received a certificate signed by the Secretary or Assistant Secretary sole member of the Borrower certifying as to the solvency of the Borrower, of the Borrower’s by-laws in form and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered substance reasonably satisfactory to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Effective DateAgent, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; and the Agent shall have received the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Borrower in the jurisdictions contemplated by Schedule 3 of the Security Agreement and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Agent that the Liens indicated by such financing statements (or similar documents) are permitted under Section 5.09 of the Amended Credit Agreement or have been, or substantially contemporaneously with the date hereof will be, released and (i) the representations Agent shall have received payment of all reasonable and warranties documented fees and expenses required to be paid or reimbursed by the Borrower under or in connection with this Amendment, including those reasonable and documented fees and expenses set forth in Article V shall be true and correct in all material respects (except Section 10 hereof, to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as of submitted for payment at least two Business Days prior to the Amendment Effective Date, except together with all accrued and unpaid interest under the Existing Credit Agreement as contemplated in Section 3 hereof and any amounts required to be deposited into the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereofDebt Service Account.

Effectiveness. The occurrence This Amendment shall become effective on the first date on which all of the Effective Date is subject to the satisfaction (or waiver) of only the following conditions precedent:have been satisfied (such date, the “Effective Date”): (a) the Administrative Agent (or its counsel) shall have received from the Borrower, each Subsidiary Guarantor and the Required Lenders an executed counterpart hereof or other written confirmation (I) all Lenders hereunder as of the Effective Date, (II) the Administrative Agent and (III) the Borrower either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably in form satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this AgreementAgent) that such party has signed a counterpart of this Agreementhereof; (b) the Borrower Administrative Agent shall have paid all feesreceived from Verint Video Solutions Inc. (“Verint Video”), costs and expenses due and payable to the Administrative Agentas Grantor, for itself and on behalf an executed counterpart of the Lenders, or its counsel on the Effective Date and (an amendment substantially in the case form attached hereto as Exhibit A (the “Mortgage Amendment”) to that certain Deed of expenses) for which Trust, Security Agreement, Assignment of Leases and Rents, Fixture Filing and Financing Statement dated as of July 24, 2007 (the Borrower has received an invoice at least three (3) Business Days prior to the Effective Date“Existing Mortgage”); (c) the Borrower Administrative Agent shall have provided received from the documentation Borrower a fee for the account of each Lender that has executed and other information about delivered a signature page hereto to the Administrative Agent no later than 5:00 p.m. (New York time) on July 26, 2010 (or such later deadline, if any, as may be agreed to by the Borrower and indicated by the Administrative Agent to the Lenders for receipt of signatures) in an amount equal to 10 basis points of the sum of such Lender’s outstanding principal amount of Term Loans and Revolving Credit Commitment (whether used or unused) immediately prior to the effectiveness of this Amendment; (d) any fees and expenses owing by the Borrower to the Administrative Agent that is required (or its affiliates), as separately agreed to in writing by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act Borrower and the Beneficial Ownership Regulation, Administrative Agent (or its affiliates) and invoiced to the extent such information was reasonably requested by the Arrangers or a Lender Borrower in writing at least ten (10) Business Days reasonable detail prior to the Effective Date; (d) the Borrower date hereof, shall have delivered to the Administrative Agent a customary written opinion (addressed to the Administrative Agent and the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type contemplated by this Agreementbeen paid in full; (e) the Borrower Administrative Agent shall have delivered received a written opinion of ▇▇▇▇▇ Day, counsel to the Borrower and its Subsidiaries, dated as of the date hereof, in form and substance reasonably satisfactory to the Administrative Agent copies of the certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation;Agent; and (f) the Borrower Administrative Agent shall have delivered to received such certificates, resolutions or other documents of the Loan Parties as the Administrative Agent copiesmay reasonably require in connection herewith, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws including all documents and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents certificates it may reasonably request relating to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; and (i) the representations organization, existence and warranties set forth good standing of each Loan Party, (ii) the corporate or other authority for and validity of this Amendment and each Loan Document as modified hereby and (iii) the incumbency of the officers of each Loan Party executing this Amendment, and other matters relevant hereto, all in Article V shall be true form and correct in all material respects (except substance reasonably satisfactory to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereofAgent.

Effectiveness. The occurrence This Amendment and Incremental Agreement and the obligation of each Refinancing Term Lender and each Incremental Tranche 1 Term Lender to make a Credit Extension pursuant to its Refinancing Term Loan Commitment or its Incremental Tranche 1 Term Loan Commitment, as applicable, shall not become effective until the Effective Date is subject to the satisfaction (or waiver) date on which each of only the following conditions precedent:shall be satisfied (such date, the “Amendment and Incremental Agreement Effective Date”): (a) the The Administrative Agent (or its counsel) shall have received from (Ii) all Lenders hereunder as of the Effective DateBorrower, (IIii) the Administrative Agent each Incremental Tranche 1 Term Lender, (iii) each Refinancing Term Lender and (IIIiv) Lenders party to the Borrower Credit Agreement immediately prior to the Amendment and Incremental Agreement Effective Date (the “Original Lenders”) that collectively constitute the Requisite Lenders, either (ix) a counterpart of this Amendment and Incremental Agreement signed on behalf of such party or (iiy) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy facsimile or other electronic transmission of a signed signature page of this Agreementimaging transmission) that such party has signed a counterpart of this Amendment and Incremental Agreement;. (b) the Borrower The Administrative Agent shall have paid received, or, substantially contemporaneously with the funding of the Incremental Tranche 1 Term Loans and the funding of, or the Conversion of Original Term Loans into, the Refinancing Term Loans, as applicable, on the Amendment and Incremental Agreement Effective Date shall receive, in respect of each Credit Party, such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of such Credit Party and the authorization of this Amendment and Incremental Agreement, all fees, costs in form and expenses due and payable substance reasonably satisfactory to the Administrative Agent, for itself and on behalf of the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Effective Date;. (c) the Borrower The Administrative Agent shall have provided the documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Arrangers or received a Lender in writing at least ten (10) Business Days prior to the Effective Date; (d) the Borrower shall have delivered to the Administrative Agent a customary written opinion (addressed to the Administrative Agent Agent, the Collateral Agent, the Lenders (including the Refinancing Term Lenders and the Incremental Tranche 1 Term Lenders) and each Issuing Bank, and dated the Amendment and Incremental Agreement Effective Date) of Wachtell▇▇▇▇, Lipton, R▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & K▇▇▇▇▇▇ covering customary legal matters LLP, counsel for the Credit Parties, in form and substance reasonably satisfactory to the Administrative Agent. (d) The Borrower shall have paid to the Administrative Agent, GSLP, SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc., the Incremental Tranche 1 Term Lenders, the Refinancing Term Lenders and each Original Lender that delivers to the Administrative Agent (or its counsel) an unsecured bank loan financing executed counterpart hereof (or a facsimile or other electronic imaging transmission of a signed counterpart hereof) on or prior to 5:00 p.m., New York City time, on March 18, 2011, all fees and other amounts due and payable on or prior to the Amendment and Incremental Agreement Effective Date pursuant to the Credit Agreement or any engagement letter or commitment letter entered into in connection with the Refinancing Term Loan Commitments, the Incremental Tranche 1 Term Loan Commitments and the amendments to the Credit Agreement provided for herein (including all invoiced fees, charges and disbursements of Cravath, Swaine & ▇▇▇▇▇ LLP, counsel to the Administrative Agent, and the amount payable to each Continuing Term Lender and Exiting Lender pursuant to Section 2.13(c) of the type contemplated Credit Agreement (as in effect prior to giving effect to this Amendment) equal to 2.0% of the aggregate principal amount of such Lender’s Original Term Loans repaid or converted by this Agreement;way of Conversion on the Amendment and Incremental Agreement Effective Date). (e) The Administrative Agent shall have received a certificate, dated the Amendment and Incremental Agreement Effective Date and signed on behalf of the Borrower shall have delivered by its chief financial officer, confirming compliance with the conditions set forth in paragraphs (h), (i), and (j) of this Section and attesting to the Administrative Agent copies solvency of the certificate of incorporation Credit Parties, taken as a whole, before and after giving effect to the Incremental Tranche 1 Term Loan Commitments, the Refinancing Term Loan Commitments, the Incremental Tranche 1 Term Loans and Refinancing Term Loans to be borrowed hereunder and the use of the Borrower, together with all amendments thereto, proceeds therefrom and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation;other transactions contemplated hereunder. (f) the Borrower The Administrative Agent shall have delivered received a fully completed and executed Funding Notice with respect to the Administrative Agent copies, certified by Refinancing Term Loans and the Secretary or Assistant Secretary of Incremental Tranche 1 Term Loans not later than one Business Day prior to the Borrower, of the Borrower’s by-laws Amendment and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e);Incremental Agreement Effective Date. (g) The Administrative Agent shall have received a duly executed letter of direction from the Borrower shall have delivered addressed to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Agent, on behalf of itself, the Refinancing Term Loan Facility” (as defined in Lenders and the Bridge Facility Credit Agreement) Incremental Tranche 1 Term Lenders, directing the disbursement on the Amendment and that as Incremental Agreement Effective Date of the Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% proceeds of the Aggregate Commitments substantially concurrently with Incremental Tranche 1 Term Loans and the occurrence of the Effective Date;Funded Term Loans to be made on such date. (h) [reserved]; andThe Senior Secured Leverage Ratio shall not be greater than 5.75:1.00 and the Interest Coverage Ratio shall not be less than 2.00:1.00, in each case calculated as of December 31, 2010, after giving pro forma effect to the Incremental Tranche 1 Term Loan Commitments, the Refinancing Term Loan Commitments, the Incremental Tranche 1 Term Loans and Refinancing Term Loans to be borrowed hereunder and the use of the proceeds therefrom and the other transactions contemplated hereunder. (i) the The representations and warranties of the Credit Parties set forth in Article V the Credit Agreement and in the other Credit Documents shall be true and correct in all material respects on and as of the Amendment and Incremental Agreement Effective Date (both before and after giving effect to the Incremental Tranche 1 Term Loan Commitments, the Refinancing Term Loan Commitments, the Incremental Tranche 1 Term Loans and Refinancing Term Loans to be borrowed hereunder and the use of the proceeds therefrom and the other transactions contemplated hereunder) to the same extent as though made on and as of the Amendment and Incremental Agreement Effective Date, except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to specifically relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) material respects on and as of such earlier date. Any ; 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 in the text thereof. (j) No Default or Event of Default shall exist as of the Amendment and Incremental Agreement Effective Date, both immediately prior to and immediately after giving effect to the Incremental Tranche 1 Term Loan Commitments, the Refinancing Term Loan Commitments, the Incremental Tranche 1 Term Loans and Refinancing Term Loans to be borrowed hereunder and the use of the proceeds therefrom and the other transactions contemplated hereunder. (k) Each Credit Party shall have entered into a written notice from instrument reasonably satisfactory to the Administrative Agent (the “Reaffirmation Agreement”) pursuant to which it confirms that it consents to this Amendment and Incremental Agreement and the Refinancing Term Loan Commitments, the Incremental Tranche 1 Term Loan Commitments, the Refinancing Term Loans and the Incremental Tranche 1 Term Loans provided for herein, and that the Collateral Documents to which it is party will continue to apply in respect of the Credit Agreement as amended hereby and the Obligations of such Credit Party after giving effect to this Amendment and Incremental Agreement. (l) The Borrower of shall have paid in full, or substantially concurrently with the satisfaction of the foregoing other conditions precedent set forth in this Section shall pay in full (i) all of the Original Term Loans outstanding on the Amendment and Incremental Agreement Effective Date immediately prior to the consummation of the transactions contemplated by this Amendment and Incremental Agreement (giving effect to any Conversions thereof), (ii) all accrued and unpaid fees and interest with respect to such Original Term Loans (including any such Original Term Loans that will be subject to Conversion on the Amendment and Incremental Agreement Effective Date) and (iii) to the extent invoiced at least one Business Day prior to the Amendment and Incremental Agreement Effective Date, any amounts payable to Exiting Lenders pursuant to Section 2.18(c) of the Credit Agreement. The Administrative Agent shall notify the Borrower and the Lenders (including the Refinancing Term Lenders and the Incremental Tranche 1 Term Lenders) of the Amendment and Incremental Agreement Effective Date and such notice shall be conclusive evidence thereofand binding.

Effectiveness. The occurrence This Amendment shall become effective as of the first date (the “Amendment Effective Date is subject to the satisfaction (or waiverDate”) of only the following conditions precedenton which: (ai) the Administrative Agent (or its counsel) shall have received from (I) all Lenders hereunder as duly executed counterparts hereof that, when taken together, bear the authorized signatures of the Effective DateBorrower, each Subsidiary Guarantor and the Required Lenders; (IIii) the Administrative Agent shall have received such documents and (III) certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower either (i) a counterpart and each other Obligor and the authorization of this Agreement signed on behalf of such party or (ii) customary written evidence Amendment, in form and substance reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreementand its counsel; (biii) the Borrower shall have paid all fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Effective Date; (c) the Borrower shall have provided the documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective Date; (d) the Borrower shall have delivered to the Administrative Agent received a customary favorable written opinion (addressed to the Administrative Agent and the LendersLenders dated the Amendment Effective Date) of WachtellSkadden, LiptonArps, RSlate, ▇▇▇▇▇▇▇ & K▇▇▇▇ covering customary legal matters LLP, New York counsel for an unsecured bank loan financing of the type contemplated by this Agreement; (e) the Borrower shall have delivered Borrower, in form and substance reasonably acceptable to the Administrative Agent copies of (and the Borrower hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent); (iv) the Administrative Agent shall have received a certificate of incorporation from the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, dated the Amendment Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, together with all amendments thereto, confirming that on and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; (f) the Borrower shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Amendment Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; Date (h) [reserved]; and (ix) the representations and warranties set forth in Article V shall be III of the Credit Agreement and in the other Loan Documents are true and correct in all material respects (on and as of the Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to expressly relate solely to an earlier date, in which case such representation or warranty shall have been representations and warranties were true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from date and (y) as of the Amendment Effective Date, no Default or Event of Default has occurred and is continuing; (v) the Administrative Agent shall have received, for the account of each Lender party hereto, an upfront fee equal to the sum of (a) 0.065% of the aggregate amount of the Commitments of such Extending Lender (to the extent held by such Extending Lender immediately prior to the Amendment Effective Date) and (b) 0.20% of the aggregate amount of any new or increased Commitments of such Lender as of the Amendment Effective Date (it being understood that Commitments assumed by any Lender pursuant to an Assignment and Assumption that becomes effective on the Amendment Effective Date shall be considered new Commitments pursuant to this clause (b)); and (vi) the Administrative Agent shall have received all other amounts invoiced to the Borrower that are due and payable to it, any of its affiliates or any of the satisfaction Lenders, including payment or reimbursement of all fees and expenses (including fees, charges and disbursements of counsel) required to be paid or reimbursed by the foregoing conditions shall be conclusive evidence thereofBorrower in connection with this Amendment.

Effectiveness. The occurrence This Amendment and the amendment of the Credit Agreement effected hereby shall become effective as of the first date (the "Amendment Effective Date is subject to the satisfaction (or waiverDate") of only on which the following conditions precedenthave been satisfied: (a) the The Administrative Agent (or its counsel) shall have received from (I) all Lenders hereunder as duly executed counterparts hereof that, when taken together, bear the signatures of the Effective Date, (II) the Administrative Agent and (III) the Borrower either (i) a counterpart of this Agreement signed on behalf of such party or the Borrower, (ii) customary written evidence reasonably satisfactory to the Administrative Agent Required Lenders, (which may include telecopy or electronic transmission iii) Tranche B Lenders holding a majority in interest of the outstanding Tranche B Term Loans and (iv) Tranche A Lenders holding a signed signature page majority in interest of this Agreement) that such party has signed a counterpart of this Agreement;the outstanding Tranche A Term Loans. (b) the Borrower The Administrative Agent shall have paid all fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Effective Date; (c) the Borrower shall have provided the documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective Date; (d) the Borrower shall have delivered to the Administrative Agent a customary written opinion (addressed to the Administrative Agent and the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type contemplated by this Agreement; (e) the Borrower shall have delivered to the Administrative Agent copies of the certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; (f) the Borrower shall have delivered a Financial Officer to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification effect that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; and (i) the representations and warranties set forth in Article V shall be Section 3 hereof are true and correct on and as of the Amendment Effective Date. (c) The Borrower shall have issued and sold Senior Second Lien Notes for gross proceeds in an aggregate amount not less than $125,000,000. The terms of the Senior Second Lien Notes shall be consistent in all material respects with those described in the Preliminary Offering Memorandum for such Notes dated December 7, 2003, except for (except i) changes related to the extent such representations and warranties are qualified by “materiality” amount of Senior Second Lien Notes to be issued or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as to the pricing of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty Senior Second Lien Notes and (ii) changes that shall have been true approved by the Administrative Agent. (d) The Administrative Agent shall have received counterparts of the Intercreditor Agreement, executed on behalf of each party thereto. (e) The Borrower shall have prepaid Tranche A Term Loans in an aggregate principal amount equal to 70% of the Net Proceeds from the issuance and correct sale of the Senior Second Lien Notes and prepaid Tranche B Term Loans in all material respects an aggregate principal amount equal to 30% of the Net Proceeds from the issuance and sale of the Senior Second Lien Notes. (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties f) The Related Credit Facility shall have been true and correct or shall simultaneously be amended in all respects) on and as of such earlier date. Any written notice from a manner reasonably satisfactory to the Administrative Agent to permit the issuance and sale of the Senior Second Lien Notes and the other transactions contemplated hereby, in each case in a manner substantially corresponding to the amendments to the Credit Agreement effected hereby, to the extent applicable. (g) The Administrative Agent shall have received all fees and other amounts due from any Loan Party hereunder, under the Credit Agreement or any other Loan Document or as separately agreed upon between the Borrower and the Administrative Agent on or prior to the Amendment Effective Date and, to the extent invoiced on or prior to the Amendment Effective Date, reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder or under the Credit Agreement or any other Loan Document. The Administrative Agent shall notify the Borrower and the Lenders of the satisfaction of the foregoing conditions Amendment Effective Date, and such notice shall be conclusive evidence thereofand binding.

Effectiveness. The occurrence amendment and restatement of the Existing Credit Agreement and associated provisions set forth herein shall become effective as of the first date upon which each of the conditions precedent set forth in this Section 5 shall be satisfied or waived in accordance with Section 9.02 of the Existing Credit Agreement (such date, the “Amendment and Restatement Effective Date is subject to the satisfaction (or waiver) of only the following conditions precedent:Date”): (a) the The Administrative Agent (or its counsel) shall have received (i) from (I) all Lenders hereunder as each of the Effective DateBorrowers, each of the Additional Term Loan Lenders, each of the New Lenders, if any, and Consenting Lenders constituting the Required Lenders (IIas defined in the Existing Credit Agreement) the Administrative Agent and (III) the Borrower either (iA) a counterpart of this Agreement signed on behalf of such party or (iiB) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy facsimile transmission or other electronic transmission imaging of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and (ii) duly executed copies of the Loan Documents and such other legal opinions, certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request in connection with the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit E to the Amended and Restated Credit Agreement;. (b) the Borrower The Administrative Agent shall have paid received written opinions (addressed to the Administrative Agent and the Lenders and dated the Amendment and Restatement Effective Date) of (i) ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, U.S. counsel for the Loan Parties, (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, Connecticut counsel for the Company, Kaman Aerospace Group, Inc., Kaman Industrial Technologies Corporation, Kamatics Corporation, Kaman X Corporation and K-MAX Corporation, (iii) K&L Gates LLP, German counsel for RWG Germany GmbH, and (iv) ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, English counsel for Kaman UK, each in form and substance reasonably acceptable to the Administrative Agent and its counsel and, in each case, covering such matters relating to the Loan Parties, this Agreement, the Loan Documents or the Transactions as the Administrative Agent shall reasonably request. The Company hereby requests such counsels to deliver such opinions. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing in the jurisdiction of incorporation or formation of each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, this Agreement, the Loan Documents or the Transactions, all feesin form and substance reasonably satisfactory to the Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit E to the Amended and Restated Credit Agreement. (d) The Administrative Agent shall have received a certificate, costs dated the Amendment and expenses Restatement Effective Date and signed by the President, a Vice President or a Responsible Officer of the Company, confirming compliance as of the Amendment and Restatement Effective Date with the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Amended and Restated Credit Agreement. (e) The Administrative Agent, each of ▇.▇. ▇▇▇▇▇▇ Securities LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and Citizens Bank, N.A., in their capacities as arrangers of the Amended and Restated Credit Agreement (in such capacity, the “Arrangers”) and each Lender shall have received all fees and other amounts due and payable on or prior to the Amendment and Restatement Effective Date, including, to the extent invoiced prior to the Amendment and Restatement Effective Date, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Company hereunder. (f) The Borrowers shall have delivered to the Administrative Agent, for itself and on behalf Agent the notices required by Section 2.03 of the LendersAmended and Restated Credit Agreement. (g) The Borrowers shall have prepaid all accrued and unpaid interest and fees in respect of the Existing Term Loans, or its counsel on the Existing Revolving Loans, the Existing Revolving Commitments and the Letters of Credit to but excluding the Amendment and Restatement Effective Date Date. (h) The Administrative Agent and (in the case of expenses) for which the Borrower has Arrangers shall have received an invoice at least three (3) five Business Days prior to the Amendment and Restatement Effective Date; (c) the Borrower shall have provided the Date all documentation and other information about the Borrower and the Guarantors that shall have been reasonably requested in writing at least 10 days prior to the Amendment and Restatement Effective Date and that the Administrative Agent that and the Arrangers determine is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, including without limitation, limitation the U.S. Patriot Act USA PATRIOT Act. The Administrative Agent shall notify the Borrowers and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective Date; (d) the Borrower shall have delivered to the Administrative Agent a customary written opinion (addressed to the Administrative Agent and the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing Lenders of the type contemplated by this Agreement; (e) the Borrower shall have delivered to the Administrative Agent copies of the certificate of incorporation of the Borrower, together with all amendments thereto, Amendment and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; (f) the Borrower shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the commitments foregoing, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder and under the Bridge Facility Amended and Restated Credit Agreement shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; and (i) the representations and warranties set forth in Article V shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02 of the Existing Credit Agreement) at or prior to 5:00 p.m., New York City time, on May 6, 2015. For purposes of determining compliance with the conditions specified above, each Lender party to this Agreement shall be conclusive evidence thereofdeemed 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 such Persons unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Person prior to the Amendment and Restatement Effective Date specifying its objection thereto.

Effectiveness. The occurrence of This Amendment shall become effective on a date (the Effective Date is subject to the satisfaction ("EFFECTIVE DATE"), on or waiver) of only before September 27, 2000, if the following conditions precedentare satisfied on or before the Effective Date: (a) this Amendment shall have been executed by the Borrower and the Administrative Agent (or its counsel) Agent, and counterparts hereof as so executed shall have received from (I) all Lenders hereunder as of the Effective Date, (II) the Administrative Agent and (III) the Borrower either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory been delivered to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementAgent; (b) the Borrower Acknowledgment and Consent appended hereto shall have paid all feesbeen executed by the Credit Parties named therein, costs and expenses due and payable counterparts hereof as so executed shall have been delivered to the Administrative Agent, for itself and on behalf of the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Effective Date; (c) the Borrower Administrative Agent shall have provided been notified by all of the documentation and Lenders that such Lenders have executed this Amendment (which notification may be by facsimile or other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent written confirmation of such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective Dateexecution); (d) the Borrower shall have duly executed and delivered to the Administrative Agent a customary written opinion (addressed Agent, for the account of the Lenders, additional General Revolving Notes made payable to the Administrative Agent and the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing order of the type contemplated by respective Lenders in the amount of the temporary increase in their respective General Revolving Commitments provided for in this Amendment, and otherwise conforming to the requirements of the Credit Agreement; (e) the Borrower shall have delivered to the Administrative Agent copies of the certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for its Secretary or an Assistant Secretary, dated as of a recent date, certifying the Borrower, each certified due adoption by the appropriate governmental officer Board of Directors of a resolution or resolutions approving the increase in its jurisdiction of incorporation;the Total General Revolving Commitment under the Credit Agreement to $170,000,000, and certifying that such resolution(s) remains in full force and effect, and such certificate and resolution(s) shall be satisfactory in form and substance to the Administrative Agent; and (f) the Borrower shall have delivered paid to the Administrative Agent copiesAgent, certified by for the Secretary or Assistant Secretary account of the BorrowerLenders, such amendment fees as are payable at such time as provided in section 1.4 of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); this Amendment (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as hereby agreeing to promptly re-transmit pro rata portions of the Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; and (i) the representations and warranties set forth in Article V shall be true and correct in all material respects (except amendment fees to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as of the Effective Date, except respective Lenders). Subject to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions conditions, the Administrative Agent shall be conclusive evidence thereofnotify the Borrower and each Lender in writing of the effectiveness hereof.

Effectiveness. The occurrence This Amendment shall become effective as of the first date (the “Amendment Effective Date is subject to the satisfaction (or waiverDate”) on which each of only the following conditions precedenthas been satisfied: (a) the The Administrative Agent (or its counsel) shall have executed this Amendment and shall have received from counterparts hereof duly executed and delivered by each Borrower, Lenders constituting the Required Lenders, each Extending Lender (Iincluding each Replacement Lender), each Issuing Bank and the Administrative Agent. (b) If there are any Replacement Lenders, all Assigned Commitments of Declining Lenders hereunder as assigned to such Replacement Lenders shall have been consummated in accordance with the provisions of Section 2.18(b) of the Credit Agreement on or prior to the Amendment Effective Date, . (IIc) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent Agent, the Lenders (including any Replacement Lenders) and (IIIthe Issuing Banks and dated the Amendment Effective Date) the Borrower either of each of (i) a counterpart of this Agreement signed on behalf of such party or ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York counsel for the Borrowers, (ii) customary written evidence ▇▇▇▇▇ ▇▇▇▇▇▇, L.L.P., U.S. counsel for the Borrowers, and (iii) Indonesian counsel for the Borrowers, in each case in form and substance reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;Agent. (bd) the Borrower The Administrative Agent shall have paid received such board resolutions, secretary’s certificates, officer’s certificates and other documents as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby, the accuracy of the representations and warranties set forth in Section 3 and any other legal matters relating to the Loan Parties, the Loan Documents or the transactions contemplated hereby, all fees, costs in form and expenses due and payable substance reasonably satisfactory to the Administrative Agent, . (e) The Administrative Agent shall have received payment from the Borrowers of fees for itself the account of each Lender with Assigned Commitments and on behalf of each Extending Lender in the amounts previously agreed to by FCX and the Administrative Agent and communicated to the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Effective Date;. (ci) the Borrower The Lenders shall have provided the received all documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, including the U.S. Patriot USA PATRIOT Act to the extent requested at least five days prior to the Amendment Effective Date and (ii) to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three days prior to the extent Amendment Effective Date, any Lender that has requested, in a written notice to such information was reasonably requested by the Arrangers or a Lender in writing Borrower at least ten (10) Business Days days prior to the Effective Closing Date; (d) the , a Beneficial Ownership Certification in relation to any such Borrower shall have delivered received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Amendment, the Administrative Agent a customary written opinion (addressed to the Administrative Agent and the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type contemplated by condition set forth in this Agreement; (e) the Borrower shall have delivered to the Administrative Agent copies of the certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; clause (f) the Borrower shall have delivered be deemed to the be satisfied). The Administrative Agent copies, certified by shall notify the Secretary or Assistant Secretary Borrowers and the Lenders of the Borrower, of the Borrower’s by-laws Amendment Effective Date and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered to the Administrative Agent a such notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; and (i) the representations and warranties set forth in Article V shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereofand binding. Notwithstanding the foregoing, this Amendment shall not become effective unless each of the conditions set forth or referred to in this Section 4 has been satisfied at or prior to 5:00 p.m., New York City time, on May 30, 2019 (it being understood that any such failure of this Amendment to become effective will not affect any rights or obligations of any Person under the Credit Agreement).

Effectiveness. The occurrence This March 2002 Amendment shall become effective as of the first date (the "March 2002 Amendment Effective Date is subject to the satisfaction (or waiverDate") of only when the following conditions precedentare satisfied: (a) the The Administrative Agent (or its counsel) shall have received from (I) all Lenders hereunder as duly executed counterparts hereof that, when taken together, bear the signatures of the Effective DateBorrower, the Guarantor and each of the Lenders; (IIb) the The Administrative Agent shall have received a favorable written opinion of Jones, Walker, Waechter, Poitevent, Carrere & ▇▇▇▇▇▇▇, L.L.P., counsel to the Borrower, the Guarantor and (III) the Borrower either (i) MOXY, in a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably form satisfactory to the Administrative Agent (which may include telecopy or electronic 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 all fees, costs and expenses due and payable counsel to the Administrative Agent, for itself in each case (A) dated the March 2002 Amendment Effective Date, (B) addressed to the Agents and on behalf of the Lenders, or its counsel on the Effective Date and (in the case of expensesC) for which the Borrower has received an invoice at least three (3) Business Days prior covering such matters relating to the Effective DateLoan Documents, the MOXY Guarantee Agreement, the MOXY Security Documents and the transactions contemplated thereby, as the Administrative Agent shall reasonably request, and each of the Borrower, the Guarantor and MOXY hereby instructs such counsel to deliver such opinions; (c) the Borrower All legal matters incident to this March 2002 Amendment shall have provided the documentation and other information about the Borrower be satisfactory to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, counsel to the extent such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective DateAdministrative Agent; (d) The Administrative Agent shall have received (i) a certificate of the Secretary or Assistant Secretary of each of the Borrower shall have delivered to the Administrative Agent a customary written opinion (addressed to the Administrative Agent and the LendersGuarantor dated the March 2002 Amendment Effective Date and certifying (A) that attached thereto is a true and complete copy of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing resolutions duly adopted by the Board of Directors of each of the type contemplated by this Agreement; (e) Guarantor, individually and in its capacity as the sole member of the Borrower, and of the Borrower shall authorizing the execution, delivery and performance of the March 2002 Amendment, and that such resolutions have delivered to the Administrative Agent copies of not been modified, rescinded or amended and are in full force and effect, (B) that neither the certificate of incorporation nor the by-laws of the BorrowerGuarantor and neither the articles of organization nor the operating agreement of the Borrower have been amended since the versions thereof that were delivered in connection with the February 2002 Amendment (or represented as being unchanged from the immediately prior amendment); (ii) a copy of the articles of organization or analogous organizational documents, together with including all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; (f) the Borrower shall have delivered to the Administrative Agent copiesMOXY, certified as of a recent date by the Secretary or Assistant Secretary of MOXY, and a long-form good standing certificate of MOXY as of a recent date, from the Secretary of State of the state of its organization; (iii) a certificate of the Secretary or Assistant Secretary of MOXY dated the March 2002 Amendment Effective Date and certifying (A) that attached thereto is a true and complete copy of the articles of organization and the operating agreement of MOXY as in effect on the March 2002 Amendment Effective Date and at all times since a date prior to the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of MOXY authorizing the execution, delivery and performance of the MOXY Guarantee and the MOXY Security Documents, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that neither the articles of organization nor the operating agreement of MOXY have been amended since the date of the last amendment thereto shown on the date of the certificate furnished pursuant to clause (ii) above, and (D) as to the incumbency and specimen signature of each officer executing any agreement or any other document delivered in connection herewith on behalf of MOXY; (iv) a certificate of a Responsible Officer of MOXY as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (iii) above; and (v) such other documents as the Administrative Agent or its counsel may reasonably request; (e) The Agents shall have received certificates, dated the March 2002 Amendment Effective Date and signed by a Responsible Officer of each of the Guarantor and the Borrower, confirming compliance on and as of such date with the conditions precedent set forth in paragraphs (i) and (iii) of Section 6.01 of the Borrower’s byCredit Agreement, as amended by this Amendment; (f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the March 2002 Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out-laws and of its Board of Directors’ resolutions and of resolutions of- pocket expenses required to be reimbursed or actions of paid by the Borrower hereunder or under any other body authorizing Loan Document, such expenses to include the execution legal fees of Cravath, Swaine & ▇▇▇▇▇ and ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇, L.L.P., counsel to the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e)Agents; (g) the Borrower shall have delivered The MOXY Collateral Requirement which is required to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that be satisfied as of the March 2002 Amendment Effective DateDate shall have been satisfied and the MOXY Collateral Agent shall have received a completed MOXY Perfection Certificate dated the March 2002 Amendment Effective Date and signed by a Responsible Officer of each of the Borrower, the commitments under Guarantor and MOXY, together with all attachments contemplated thereby, including the Bridge Facility shall be reduced in an amount equal to 100% results of a search of the Aggregate Commitments substantially concurrently Uniform Commercial Code (or equivalent) filings made with respect to MOXY in the occurrence jurisdictions contemplated by the MOXY Perfection Certificate, together with copies of the Effective Datefinancing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Collateral Agent that the Liens indicated by such financing statements (or similar documents) are permitted by the Credit Agreement and the MOXY Security Documents or have been released; (h) [reserved]The Administrative Agent shall have received a certificate, duly executed by a Responsible Officer of each of the Borrower, the Guarantor and MOXY, stating that all amounts outstanding under MOXY's bank credit facilities have been repaid in full and that such bank credit facilities have been terminated; (i) There shall be no litigation or administrative proceedings or other legal or regulatory developments, actual or threatened, that, in the reasonable judgment of the Lenders, involve a reasonable possibility of a Material Adverse Effect or could reasonably be expected to restrain, prevent or impose burdensome conditions on the satisfaction of the MOXY Collateral Requirement; and (ij) the representations and warranties set forth MOXY shall have in Article V shall be true and correct in all material respects place insurance with reputable insurance companies or associations (except or, to the extent consistent with prudent business practice, through its own program of self-insurance) in such representations amounts and warranties are qualified covering such risks as is usually carried by “materiality” or “Material Adverse Effect” or companies in similar terms, businesses and owning similar properties in the same general areas in which case such representations and warranties are true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereofMOXY operates.

Effectiveness. The occurrence This Amendment shall become effective on the date (the “2013 Amendment Effective Date”) on which (i) the Administrative Agent shall have received counterparts of this Amendment executed by the Effective Date is subject to Borrower, the satisfaction Guarantors, MSSF, each Tranche 3 Revolving Lender, each Consenting Term C Lender and each New Term C Lender and (or waiverii) each of only the following conditions precedentshall have been satisfied in accordance with the terms thereof: (a) the Administrative Agent (or its counsel) representations and warranties set forth in Section 2 hereof shall have received from (I) all Lenders hereunder be true and correct as of the 2013 Amendment Effective Date, (II) the Administrative Agent and (III) the Borrower either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic 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 all fees, costs and expenses due and payable deliver or cause to be delivered a legal opinion of counsel to the Borrower, together with any additional legal opinions or other documents reasonably requested by the Administrative AgentAgent in connection herewith, for itself and on behalf of in each case dated the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the 2013 Amendment Effective Date; (c) the Borrower Administrative Agent shall have provided received a certificate, dated the documentation 2013 Amendment Effective Date and other information about signed by a Responsible Officer of the Borrower to Borrower, confirming compliance with the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, conditions precedent set forth in this Section 3 (to the extent such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior satisfaction thereof is not subject to the Effective Datediscretion of a Secured Party) and Section 4.01 of the Amended and Restated Credit Agreement (to the extent satisfaction thereof is not subject to the discretion of a Secured Party); (d) MSSF and Barclays, as joint lead arrangers (the “Joint Lead Arrangers”) in connection with this Amendment, shall have been paid such fees as the Joint Lead Arrangers and the Borrower shall have delivered separately agreed to pursuant to the Administrative Agent a customary written opinion (addressed to Engagement and Fee Letter, dated July 30, 2013 among the Administrative Agent Joint Lead Arrangers and the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type contemplated by this AgreementBorrower; (e) the Borrower The Administrative Agent shall have delivered to the Administrative Agent copies of the certificate of incorporation of the Borrowerreceived, together with all amendments thereto, and a certificate of good standing for the Borroweraccount of (i) the Term C Lenders (including the New Term C Lenders), each certified by upfront fees in an amount equal to 0.25% of their respective outstanding Term C Loans and (ii) the appropriate governmental officer Tranche 3 Revolving Lenders, upfront fees in its jurisdiction an amount equal to 0.375% of incorporationtheir respective Tranche 3 Revolving Facility Commitments; (f) MSSF, as Administrative Agent, shall have been paid such fees as MSSF and the Borrower shall have delivered separately agreed to pursuant to the Administrative Agent copiesFee Letter, certified by dated August 7, 2013 among the Secretary or Assistant Secretary of MSSF and the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered to paid all reasonable out-of-pocket costs and expenses of the Joint Lead Arrangers and the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently connection with the occurrence preparation, negotiation and execution of this Amendment (including the Effective Date;reasonable fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ llp as counsel to the Joint Lead Arrangers); and (h) [reserved]; and (i) the representations Administrative Agent, UBS AG, Stamford Branch and warranties set forth in Article V the Borrower shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) have entered into a Successor Agent Agreement dated as of the 2013 Amendment Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty Date and shall have been true delivered all documents and correct in prepared all material respects filings contemplated thereby (except to as provided in the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as last paragraph of such earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereofSection 2).

Effectiveness. The occurrence of the Effective Date is subject Prior to the satisfaction (Borrower’s initial request for a Loan hereunder, the Borrower shall have executed and/or delivered, or waiver) of only caused to be executed and/or delivered, to the following conditions precedentBank, or otherwise satisfied the following: (a) the Administrative Agent (or its counsel) shall have received from (I) all Lenders hereunder as counterparts hereof signed by each of the Effective Date, (II) the Administrative Agent and (III) the Borrower either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreementparties hereto; (b) a duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.04; (c) counterparts of each of the Security Documents and each of the other Loan Documents signed by each of the parties thereto, together with all other documents required by the Bank and the payment of all necessary fees (including filing fees); (d) the legal opinion of ▇▇▇▇▇▇▇▇ Chance US LLP, covering such matters relating to the transactions contemplated hereby as the Bank may reasonably request and satisfactory to the Bank in all respects; (e) a certificate manually signed by an authorized officer of the Borrower shall have paid all fees, costs and expenses due and payable to the Administrative Agenteffect set forth in clauses (b), for itself (c) and on behalf (d) of the LendersSection 3.02, or its counsel on such certificate to be dated the Effective Date and to be in form and substance satisfactory to the Bank; (in the case f) a manually signed certificate from an authorized officer of expenses) for which the Borrower has received an invoice at least three in form and substance satisfactory to the Bank and dated the Effective Date as to the incumbency of, and bearing manual specimen signatures of, the officers of the Borrower who are authorized to execute and take actions under the Loan Documents, and certifying and attaching copies of (3i) Business Days the Trust Documents, (ii) the resolutions of the Borrower’s Board of Trustees authorizing the transactions contemplated hereby, and (iii) the current Prospectus; (g) a good standing certificate for the Borrower from the Secretary of State of the State of Delaware, dated no more than thirty (30) days prior to the Effective Date; (ch) a copy of the Borrower shall have provided the documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsBorrower’s certificate of trust, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Arrangers or certified as of a Lender in writing at least ten date no more than thirty (1030) Business Days days prior to the Effective DateDate by the Secretary of State of the State of Delaware; (di) all documents, opinions and instruments the Borrower shall have delivered Bank may reasonably request relating to the Administrative Agent a customary written opinion (addressed to Target Funds, the Administrative Agent investors in the Borrower, compliance with all applicable rules and regulations promulgated by governmental and regulatory authorities, the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type contemplated by this Agreement; (e) the Borrower shall have delivered to the Administrative Agent copies of the certificate of incorporation existence of the Borrower, together with all amendments theretothe authority for and the validity and enforceability of this Agreement and the other Loan Documents, and a certificate of good standing for any other matters relevant hereto, all in form and substance reasonably satisfactory to the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporationBank; (fj) satisfactory completion by the Bank of due diligence with respect to the Borrower shall have delivered and the Investment Manager, and the Bank being satisfied in its sole discretion that there has been no material adverse change in the business, assets, or financial condition of the Borrower since December 31, 2007; (k) a report that is reasonably satisfactory to the Administrative Agent copies, certified Bank and manually signed by the Secretary or Assistant Secretary an authorized officer of the Borrower, Borrower that (i) lists all of the Borrower’s by-laws investments in Target Funds and other assets and (ii) indicates which of its Board those investments in Target Funds are not assignable or capable of Directors’ resolutions and being encumbered as a matter of resolutions law or actions of any other body authorizing under the execution terms of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); subscription, organizational, or other relevant agreements applicable thereto (g) the Borrower shall have delivered to the Administrative Agent a notice stating extent that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined such restrictions are applicable to all holders of beneficial interests in such Target Funds) without the Bridge Facility Credit Agreement) and that as consent of the Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% general partners or managers of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]such Target Funds or other applicable parties thereto and for which such consents have not been obtained; and (il) receipt by the representations Bank of payment of all reasonable fees and warranties set forth in Article V shall be true expenses (including reasonable fees and correct in all material respects disbursements of counsel for the Bank) then payable hereunder and under the other Loan Documents; and (except m) a certified copy of the latest financial statements of the Borrower and a manually signed certificate of an authorized officer of the Borrower as to the extent such representations Borrower’s most recently calculated Adjusted Net Asset Value, Net Asset Value and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in Total Leverage; provided that this Agreement shall not become effective unless all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereofare satisfied not later than September 19, 2008.

Effectiveness. The occurrence This Fourth Amendment shall be effective as of July 6, 2012 (the “Fourth Amendment Effective Date is subject Date”), provided that Agent shall have received the following, each in form and substance reasonably satisfactory to the satisfaction (or waiver) of only the following conditions precedentAgent: (a) duly executed signatures to this Fourth Amendment and the Administrative Agent other Loan Documents to be executed and delivered in connection herewith (or its counsel) shall have received from (I) all Lenders hereunder as of other than the Effective Date, (II) the Administrative Agent and (III) the Borrower either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementFee Letter); (b) copies of each Borrower’s Operating Documents and a good standing certificate of each Borrower certified by the Borrower shall have paid all fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf Secretary of the Lenders, or its counsel on the Effective Date and State of each applicable jurisdiction as of a date no earlier than thirty (in the case of expenses30) for which the Borrower has received an invoice at least three (3) Business Days days prior to the Fourth Amendment Effective Date; (c) the Borrower shall have provided the documentation and other information about the Borrower duly executed signatures to the Administrative Agent that is required Secretary’s Certificate and Borrowing Resolutions (as applicable) for each Borrower, in each case with respect to this Fourth Amendment and the documents and transactions contemplated hereby; (d) a certificate signed by bank regulatory authorities under applicable “know your customer” an authorized officer of TCS, reasonably satisfactory in form and anti-money laundering rules and regulationssubstance to Agent, attaching and/or certifying (i) a copy of the executed microDATA Purchase Agreement, together with copies of all other material documents executed and/or delivered in connection therewith, including, without limitation, the U.S. Patriot Act microDATA Subordinated Notes; (ii) that, as of the Fourth Amendment Effective Date, after giving effect to the Transaction and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective Date; (d) the Borrower shall have delivered to the Administrative Agent a customary written opinion (addressed to the Administrative Agent and the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type transactions contemplated by this AgreementFourth Amendment, Borrower is solvent; and (iii) historical financial statements of microDATA GIS, prepared in accordance with GAAP and acceptable to the Lenders; (e) evidence that all amounts outstanding under the Borrower shall prior Term Loan have delivered to been, or will concurrently with the Administrative Agent copies funding of the certificate of incorporation of initial Credit Extension on or after the BorrowerFourth Amendment Effective Date be, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer paid in its jurisdiction of incorporationfull; (f) the Borrower shall have delivered to the Administrative Agent certified copies, certified by the Secretary or Assistant Secretary dated as of the Borrowera recent date, of financing statement searches, as Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions Liens indicated in any such financing statements either constitute Permitted Liens or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e)or, in connection with the initial Credit Extension on or after the Fourth Amendment Effective Date, will be terminated or released; (g) the Borrower shall have delivered Perfection Certificate of each Borrower, together with the duly executed signatures thereto; (h) a legal opinion of Borrower’s counsel, in form and substance acceptable to Agent and the Administrative Agent a notice stating Lenders, in their reasonable discretion, dated as of the Fourth Amendment Effective Date together with the duly executed signature thereto; (i) evidence that this Credit Facility constitutes a “Qualifying Term Loan Facility” the total Sale Price (as defined in the Bridge Facility Credit microDATA Purchase Agreement) and that as of for the Effective DateAcquisition does not exceed, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective DateThirty Five Million Fifty Thousand Dollars ($35,050,000); (hj) [reserved]the consummation of the Transaction will not otherwise result in an Event of Default, as defined in the Loan Agreement, after giving effect to such Transaction; (k) the Transaction shall be consummated on or before July 13, 2012; (l) evidence that the capital structure of Borrower and its Subsidiaries is acceptable to Agent, in its sole discretion; (m) such other documents, certificates and agreements in respect of Borrower and its Subsidiaries as Agent may request, in its sole discretion; and (in) Borrower shall reimburse Agent for all reasonable legal fees and expenses incurred in connection with the representations Fourth Amendment and warranties set forth in Article V shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereofmatters contemplated herein.

Effectiveness. The occurrence This Agreement (including the Extended Revolving Facility Commitments provided herein) shall become effective as of the date (the “Tenth Amendment Effective Date is subject to the satisfaction (or waiverDate”) of only on which the following conditions precedenthave been satisfied: (a) the The Administrative Agent (or its counsel) shall have received from a duly executed and completed counterpart hereof that bears the signature of (Ii) the Borrower, (ii) Holdings, (iii) the Administrative Agent, (iv) each Extending Lender, (v) each Consenting Lender representing at least Majority Lenders under the Revolving Facility (as if the Revolving Facility were the only Facility under the Credit Agreement in accordance with Section 10.08 of the Credit Agreement) and (vi) the Issuing Bank. (b) The Administrative Agent shall have received (i) for its own account, all Lenders hereunder fees due and payable thereto and (ii) for the account of each Extending Lender, a consent fee in an amount equal to 0.25% of such Lender’s Extended Revolving Facility Commitment. (c) To the extent invoiced, the Administrative Agent shall have received reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) in connection with this Agreement and any other reasonable out-of-pocket expenses required to be reimbursed or paid by the Loan Parties under the Credit Agreement or under any Loan Document. (d) No Default or Event of Default shall have occurred and be continuing. (e) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower, certifying on behalf of the Borrower that, (i) after giving effect to this Agreement, the representations and warranties set forth in Section 6 of this Agreement are true and correct in all material respects on and as of the Tenth Amendment Effective Date as if made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties are true and correct in all material respects as of such earlier date (other than the representations and warranties contained in Section 3.18 of the Credit Agreement, which shall be true and correct in all material respects as of the Tenth Amendment Effective Date)); provided that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects, and (IIii) no Default or Event of Default has occurred and is continuing on the Tenth Amendment Effective Date after giving effect to this Agreement. (f) The Administrative Agent shall have received, on behalf of itself, the Lenders party hereto and the Issuing Bank on the Tenth Amendment Effective Date (III) the Borrower either after giving effect hereto), a favorable written opinion of (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent and (which may include telecopy or electronic transmission of a signed signature page of this ii) local counsel reasonably satisfactory to the Administrative Agent as specified on Schedule 4.02(b) to the Credit Agreement, in each case (A) that such party has signed a counterpart of this Agreement; dated the Tenth Amendment Effective Date, (bB) the Borrower shall have paid all fees, costs and expenses due and payable addressed to the Administrative Agent, for itself the Lenders party hereto and on behalf of the Lenders, or its counsel on the Effective Date Issuing Bank and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to this Agreement and the Loan Documents as the Administrative Agent shall reasonably request. (g) The Administrative Agent shall have received in the case of expenseseach Loan Party each of the items referred to in clauses (i), (ii) for which and (iii) below: (i) a copy of the Borrower has received an invoice certificate or articles of incorporation, certificate of limited partnership or certificate of formation, including all amendments thereto, of each Loan Party, (A) in the case of a corporation, certified as of a recent 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 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 Tenth Amendment Effective Date and certifying: (A) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the Tenth Amendment Effective Date and at least three (3) Business Days all times since a date prior to the date of the resolutions described in clause (B) below, (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 this Agreement and the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings thereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Tenth Amendment Effective Date;, (cC) that the Borrower 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 pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document (including this Agreement) or any other document delivered in connection herewith on behalf of such Loan Party; and (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. (h) The Extending Lenders shall have provided received a solvency certificate in form and substance reasonably satisfactory to the Administrative Agent and signed by the Chief Financial Officer of the Borrower. (i) The Administrative Agent shall have received all documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, including without limitation, the U.S. Patriot Act and the Beneficial Ownership RegulationUSA PATRIOT Act, to the extent such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days not less than five business days prior to the Effective Date; (d) the Borrower shall have delivered to the Administrative Agent a customary written opinion (addressed to the Administrative Agent and the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type contemplated by this Agreement; (e) the Borrower shall have delivered to the Administrative Agent copies of the certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; (f) the Borrower shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; and (i) the representations and warranties set forth in Article V shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereofdate hereof.

Effectiveness. The occurrence This Third Amendment shall become effective only upon satisfaction of the Effective Date is subject to following considerations precedent (the satisfaction (or waiver) of only first date upon which each such condition has been satisfied being herein called the following conditions precedent:"THIRD AMENDMENT EFFECTIVE DATE"): (a) the Administrative The Agent (or its counsel) shall have received from (I) all Lenders hereunder as duly executed counterparts of this Third Amendment which, when taken together, bear the authorized signatures of the Effective Date, (II) Borrowers and the Administrative Agent and (III) the Borrower either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;Required Lenders. (b) the Borrower shall have paid all fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Effective Date; (c) the Borrower shall have provided the documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective Date; (d) the Borrower shall have delivered to the Administrative Agent a customary written opinion (addressed to the Administrative Agent and the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type contemplated by this Agreement; (e) the Borrower shall have delivered to the Administrative Agent copies of the certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; (f) the Borrower shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Effective Date, the commitments under the Bridge Facility The Required Lenders shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; and (i) satisfied that the representations and warranties set forth in Article V shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties Section 1.08 are true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent Third Amendment Effective Date and that no Default or Event of Default has occurred or is continuing. (c) There shall not be any action pending or any judgment, order or decree in effect which, in the judgment of the Required Lenders or their counsel, is likely to restrain, prevent or impose materially adverse conditions upon performance by any of the Borrowers, the Subsidiary Pledgors or the Subsidiary Guarantors of its obligations under the Loan Documents. (d) Horizon shall have pledged and delivered to the Borrower Agent for the benefit of the satisfaction Secured Parties the promissory notes and preferred stock described on Schedule 6.04(a), together with instruments of assignment executed in blank. (e) The Required Lenders shall have received such other documents, legal opinions, instruments and certificates as they shall reasonably request and such other documents, legal opinions, instruments and certificates shall be satisfactory in form and substance to the Required Lenders and their counsel. All corporate and other proceedings taken or to be taken in connection with this Third Amendment and all documents incidental thereto, whether or not referred to herein, shall be satisfactory in form and substance to the Required Lenders and their counsel. (f) Horizon shall have paid in full all amounts due and payable as of the foregoing conditions Third Amendment Effective Date under the Amended Agreement and upon receipt of the Required Lenders' consent shall be conclusive evidence thereofhave paid to the Agent for the account of each Lender that consents to this Third Amendment on or prior to November 6, 1996 an amendment fee in an aggregate principal amount equal to (i) .06% of the consenting Lender's Commitments, so long as a signature page to the Third Amendment executed by such Lender is received by Fennebresque, Clark, ▇▇▇▇▇▇▇▇ & Hay by 5:00 p.m., Charlotte time, on November 4, 1996 and (ii) .04% of the consenting Lender's Commitments, so long as a signature page to the Third Amendment executed by such Lender is received 6 by Fennebresque, Clark, ▇▇▇▇▇▇▇▇ & Hay after 5:00 p.m., Charlotte time, on November 4, 1996 but by 5:00 p.m., Charlotte time, on November 6, 1996.

Effectiveness. The occurrence of the Effective Date is subject to the satisfaction (or waiver) of only the following conditions precedent: (a) The parties hereto further acknowledge and agree that, notwithstanding anything to the Administrative Agent (or its counsel) contrary set forth herein, the effectiveness of this letter agreement shall have received from (I) all Lenders hereunder as be subject to satisfaction of the Effective Date, (II) the Administrative Agent and (III) the Borrower either conditions precedent that (i) a counterpart of the parties hereto shall have executed and delivered this Agreement signed on behalf of such party or letter agreement, (ii) customary written evidence reasonably each of the Bridge Lenders and KeyBank shall have executed letter agreements in respect of the Bridge Facility and the KeyBank Facilities, respectively, each of which shall be in form and substance satisfactory to the Administrative Agent Lender Parties (which may include telecopy or electronic transmission which, for the avoidance of a signed signature page doubt, shall extend the maturity dates of this Agreementthe Bridge Facility and the KeyBank Facilities to January 15, 2009), (iii) that such party has signed a counterpart each of this Agreement; (b) the Borrower Australian Bank/Noteholder Group Lenders shall have paid all feesexecuted and delivered an agreement or agreements, costs which shall be in form and expenses due and payable substance satisfactory to the Administrative AgentLender Parties (which, for itself and on behalf the avoidance of doubt, shall extend the maturity date of the LendersAustralian Bank/Noteholder Group Facility to January 15, or its counsel on 2009), (iv) each of the Effective Date and (in obligors under the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Effective Date; (c) the Borrower shall have provided the documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective Date; (d) the Borrower shall have delivered to the Administrative Agent a customary written opinion (addressed to the Administrative Agent and the Lenders) of Wachtell, Lipton, R▇▇▇▇▇▇▇ & K▇▇▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type contemplated by this Agreement; (e) the Borrower Loan Agreement shall have executed and delivered to the Administrative Agent copies lenders thereunder a letter agreement in respect of the certificate Preston Ridge Facility, which shall be in form and substance satisfactory to the Lender Parties (which, for the avoidance of incorporation doubt, shall extend the maturity date of the Borrower▇▇▇▇▇▇▇ ▇▇▇▇▇ Facility to January 15, together with all amendments thereto2009), (v) each of the Liquidity Facility Borrowers and each of the lenders under the Liquidity Facility shall have executed and delivered a certificate letter agreement in respect of good standing the Liquidity Facility, which shall be in form and substance satisfactory to the Lender Parties (which, for the Borroweravoidance of doubt, each certified by shall extend the appropriate governmental officer in its jurisdiction of incorporation; (f) the Borrower shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary maturity date of the BorrowerLiquidity Facility to January 15, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e2009); , (gvi) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” BoA (Australia) (as defined in the Bridge Headstock Security Trust Deed (as amended, modified or supplemented from time to time)) shall have executed and delivered an agreement in respect of the promissory note issued by CPT in favor of BoA (Australia) dated February 29, 2008 (the “BoA Hedge Note”) pursuant to the BoA Hedge Deed (as defined in the Further Facility Credit AgreementExtension Deed, as amended, modified or supplemented from time to time), which shall be in form and substance satisfactory to the Lender Parties (which, for the avoidance of doubt, shall extend the maturity date of the BoA Hedge Note to no earlier than January 15, 2009 or replace it with a new promissory note with a maturity date of no earlier than January 15, 2009) and that that, following the execution and delivery of such agreement, BoA (Australia) shall continue to be a Beneficiary and the BoA Hedge Loan will continue to be a Finance Document and a Relevant Document under the Headstock Security Trust Deed (each term in this subparagraph not otherwise defined herein, as defined in the Headstock Security Trust Deed), and (vii) Excel Realty Partners, L.P. shall have executed and delivered an agreement or agreements, which shall be in form and substance satisfactory to the Lender Parties (which, for the avoidance of doubt, shall extend the redemption date of the Effective DateERP Preferred Interests to, on or after January 15, 2009). Each of the commitments Lender Parties hereby consents to, and waives any default under the Bridge Facility shall be reduced in an amount equal to 100% Loan Documents and/or the Extension Agreement, any Event of Default and any Trigger Event that may arise as a result of the Aggregate Commitments substantially concurrently with the occurrence execution and delivery of the Effective Date; documents contemplated by clauses (hii), (iii), (iv), (v), (vi) [reserved]; and and (ivii) of this paragraph (the representations “Other December Agreements”) by the applicable Centro Entities and/or Super Entities party thereto and warranties the consummation of the transactions contemplated thereby. Other than as set forth in Article V this paragraph or any other paragraph in this letter agreement or the Extension Agreement, the Lender Parties have not consented to any matters that would otherwise constitute a default under the Loan Documents and/or the Extension Agreement, an Event of Default or a Trigger Event. (b) Each of the Lender Parties hereby gives its consent to the amendment of the Headstock Security Trust Deed and the Guarantor Security Trust Deed for the purpose of securing certain hedge agreements that may be entered into by any of the Initial Guarantors and any of the Australian Bank/Noteholder Group Lenders after the execution date hereof but prior to the Maturity Date; provided that such consent is conditional upon such amendments being effected prior to the Maturity Date and in form and substance satisfactory to the Lender Parties. (c) Provided BoA (Australia) executes and delivers an agreement as contemplated in the subparagraph above, the Lender Parties acknowledge that BoA (Australia) will continue to be a Beneficiary, the BoA Hedge Loan will continue to be a Finance Document and a Relevant Document under the Headstock Security Trust Deed and this subparagraph shall be true and correct in all material respects (except deemed to be satisfactory evidence to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar termsSecurity Trustee (each term in this subparagraph not otherwise defined herein, as defined in which case such representations and warranties are true and correct in all respectsthe Headstock Security Trust Deed) as required under clause 5.5(b) of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereofHeadstock Security Trust Deed.

Effectiveness. The occurrence This Agreement shall not be effective until satisfaction of the Effective Date is subject to the satisfaction (or waiver) of only the following conditions precedentprecedent or, as applicable, Borrower has furnished the following to the Agent each in form and substance satisfactory to the Agent and with sufficient copies for the Lenders, where appropriate, executed by the relevant Person and notarized: (ai) the Administrative Agent (or its counsel) shall have received from (I) all Lenders hereunder as Copies of the Effective Date, (II) the Administrative Agent and (III) the Borrower either (i) a counterpart of this Agreement signed on behalf of such party articles or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic 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 all fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Effective Date; (c) the Borrower shall have provided the documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective Date; (d) the Borrower shall have delivered to the Administrative Agent a customary written opinion (addressed to the Administrative Agent and the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type contemplated by this Agreement; (e) the Borrower shall have delivered to the Administrative Agent copies of the certificate of incorporation or organization, as applicable, of the BorrowerBorrower and its Domestic Subsidiaries that are Material Subsidiaries, together with all amendments theretoamendments, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its such Person's jurisdiction of incorporation;organization or at Borrower's option, by an appropriate officer of Borrower or the relevant Subsidiary. (fii) the Borrower shall have delivered to the Administrative Agent copiesCopies, certified by the Secretary or Assistant Secretary of the BorrowerBorrower and its Domestic Subsidiaries that are Material Subsidiaries, as applicable, of the Borrower’s their respective by-laws laws, operating or other management agreement. (iii) Copies, certified by the Secretary or Assistant Secretary of the Borrower and its Domestic Subsidiaries that are Material Subsidiaries, as applicable, along with certificates of its Board of Directors’ resolutions good standing and existence or authority to do business as a foreign entity, as applicable, of resolutions of their respective boards of directors or actions members and of any other body authorizing the execution of the Loan Documents to which it such Person is a party party. (iv) Incumbency certificates, executed by the Secretary or Assistant Secretary of the Borrower and its Domestic Subsidiaries that are Material Subsidiaries, as applicable, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers or managers of the Borrower and its Domestic Subsidiaries authorized to sign the Loan Documents to which such Person is a certification party, upon which certificates the 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 each Guarantor that there have been no changes to its is a Material Subsidiary certifying that on the initial Credit Extension Date such Guarantor is solvent, which certificate shall be, substantially in the form of incorporation provided Exhibit 4.1(v) hereto. (vi) Intentionally omitted. (vii) Any Notes requested by a Lender pursuant to Section 4.01(e);2.13 payable to the order of each such requesting Lender. (gviii) Written money transfer instructions, in substantially the form of Exhibit 4.1(vii), addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested. (ix) The payment to the Agent and the Lenders of all fees and expenses agreed upon by such Person and the Borrower including those agreed to in that certain Agent and Fee Letter dated January 2, 2002; execution of such Fee Letter). (x) This Agreement. (xi) The Collateral Documents. (xii) A Ratification of Guaranty, in form satisfactory to Agent. (xiii) A Ratification of the Collateral Documents, in form satisfactory to Agent. (xiv) The Subordination Agreement. (xv) There shall not have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined occurred, in the Bridge Facility Credit Agreement) and that as Agent's sole discretion, a Material Adverse Effect in respect of the Effective DateBorrower and its Subsidiaries on a consolidated basis since November 30, 2001. (xvi) There shall not have occurred, in the commitments under Agent's sole discretion, any material adverse change in primary and secondary loan syndication markets or capital markets generally that would impair syndication of the Bridge Facility Loans. (xvii) The insurance certificate described in Section 5.21. (xviii) Lien searches on the Borrower and each Guarantor in the jurisdictions requested by the Agent, together with waivers from the holders of any Liens (other than Permitted Liens) as deemed necessary by the Lenders. (xix) No litigation shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; and pending that (i) has resulted in or requests an injunction or restraining order prohibiting the representations and warranties set forth Loans, or (ii) could reasonably be expected, if adversely decided, to result in Article V a Material Adverse Effect on Borrower. (xx) The calculation shown on Schedule 4.1(xx) shall be true and correct correct, Borrower shall be in pro forma and historical compliance with all material respects covenants contained in Article VI hereof, including specifically, without limitation, those contained in Section 6.22 (except to but excluding the extent such representations and warranties are qualified covenant contained in Section 6.22.2). (xxi) A listing of all Investments in excess of $1,000,000 by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower of or a Domestic Subsidiary in any Foreign Subsidiary. (xxii) Such other documents as any Lender or its counsel may have reasonably requested. Agent and Lenders acknowledge and agree that the satisfaction of items described in Section 4.1(i), Section 4.1(ii), Section 4.1(xi) and Section 4.1(xiv) were delivered together with the foregoing conditions shall be conclusive evidence July Credit Agreement, that such items are acceptable as delivered at such time, and that the information contained in Section 4.1(i) and Section 4.1(ii) has not changed since delivery thereof.

Effectiveness. The This Sixth Amendment shall become effective upon the occurrence of the Effective Date is subject to following events and the satisfaction (or waiver) receipt and satisfactory review by the Bank, the Agent and their counsel of only the following conditions precedentdocuments: (a) The Agent shall have received this Sixth Amendment, duly executed by the Administrative Borrower. (b) The Agent shall have received the Revolving Credit Note, the Mortgage Loan Note and the Term Loan Note, each duly executed by the Borrower. (c) The Agent shall have received certified (as of the date of the Sixth Amendment) copies of the resolutions of the board of directors of the Borrower authorizing the Sixth Amendment and the and the execution, delivery and performance thereof and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Sixth Amendment and the transactions contemplated thereby. (d) The Agent shall have received a certificate of the Secretary or its counselan Assistant Secretary (attested to by another officer) of the Borrower certifying: (i) the names and true signatures of the officer or officers of the Borrower authorized to sign the Sixth Amendment, the Notes and any other Loan Documents to be delivered hereunder on behalf of the Borrower and (ii) that there has been no change to the organizational documents of the Borrower from those previously delivered to the Bank. (e) The Agent shall have received from (I) all Lenders hereunder as of the Effective Date, (II) the Administrative Agent and (III) the Borrower either (i) a counterpart Confirmation of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Security Agreement) that such party has signed a counterpart of this Agreement; (b) the Borrower shall have paid all fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Effective Date; (c) the Borrower shall have provided the documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective Date; (d) the Borrower shall have delivered to the Administrative Agent a customary written opinion (addressed to the Administrative Agent and the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type contemplated by this Agreement; (e) the Borrower shall have delivered to the Administrative Agent copies of the certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation;. (f) the Borrower The Agent shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary received from each of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is Guarantors a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e);Guarantor Confirmation Agreement. (g) the Borrower The Agent shall have delivered to received the Administrative Agent a notice stating that this initial Borrowing Base Certificate, evidencing availability for (i) all Revolving Credit Facility constitutes a “Qualifying Term Loan Facility” Loans outstanding on the Sixth Amendment Closing Date and (as defined in the Bridge Facility Credit Agreementii) and that as of the Effective Dateif requested, the commitments under initial Revolving Credit Loan to be made after the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Sixth Amendment Closing Date;. (h) [reserved]The Agent shall have received and satisfactorily reviewed an updated Field Examination of the Borrower. (i) The Agent shall have received and satisfactorily reviewed the Borrower's third quarter financial statements. (j) The following statements shall be true and the Agent shall have received a certificate signed by the President or Chief Financial Officer of the Borrower dated the date hereof, stating that: (i) The representations and warranties contained in Article 7 of the Credit Agreement (as amended by the Sixth Amendment) are true and correct on the date hereof; and (iii) No Default or Event of Default has occurred and is continuing, or would result from the representations making of a Revolving Credit Loan. (k) All schedules, documents, certificates and warranties set forth other information provided to the Agent pursuant to or in Article V connection with the Sixth Amendment shall be true and correct in all material respects (except satisfactory to the extent such representations Agent and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct its counsel in all respects. (l) All legal matters incident to the Sixth Amendment and the transactions contemplated hereby shall be satisfactory to Cullen and ▇▇▇▇▇▇, counsel to the Bank and the Agent. (m) The Agent shall have received such other approvals, opinions or documents as the Agent or its counsel may reasonably request. (n) The Agent shall have received payment of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true reasonable legal fees and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower expenses of the satisfaction of the foregoing conditions shall be conclusive evidence thereofAgent's counsel.

Effectiveness. The occurrence This Amendment shall become effective as of the date (the “Amendment No. 3 Effective Date is subject to the satisfaction (or waiverDate”) on which each of only the following conditions precedentshall have been satisfied: (a) the Administrative Agent (or its counsel) shall have received from counterparts of this Amendment that, when taken together, bear the signatures of (Ii) all Lenders hereunder as of the Effective DateHoldings, (IIii) the Borrower, (iii) the Administrative Agent and (IIIiv) the Borrower either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementRequired Pro Rata Lenders; (b) the Borrower Administrative Agent shall have paid received such other documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party and the authorization of this Amendment and amendment of the Credit Agreement and the other transactions contemplated hereby, all fees, costs in form and expenses due and payable substance reasonably satisfactory to the Administrative Agent, for itself and on behalf of the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Effective Date; (c) the Borrower Administrative Agent shall have provided the documentation received payment of all fees and other information about amounts previously agreed in writing by the Borrower to be due and payable on or prior to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership RegulationAmendment No. 3 Effective Date and, to the extent such information was reasonably requested by the Arrangers or a Lender in writing invoiced at least ten (10) two Business Days prior to the Amendment No. 3 Effective DateDate (except as otherwise reasonably agreed by the Borrower), reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent; (d) the Borrower shall have delivered paid to the Administrative Agent a customary written opinion Agent, (addressed to the Administrative Agent and the LendersI) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type contemplated by this Agreement; (e) the Borrower shall have delivered to the Administrative Agent copies of the certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borroweraccount of each Revolving Credit Lender party hereto, each certified by the appropriate governmental officer a non-refundable fee in its jurisdiction of incorporation; (f) the Borrower shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws Dollars and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Effective Date, the commitments under the Bridge Facility shall be reduced immediately available funds in an amount equal to 1000.10% of the Aggregate Commitments substantially concurrently with the occurrence aggregate amount of the Revolving Credit Commitments of such Revolving Credit Lender as in effect on the Amendment No. 3 Effective Date and (II) for the account of each Incremental Term A Loan Lender party hereto, a non-refundable fee in Dollars and in immediately available funds in an amount equal to 0.10% of the aggregate principal amount of Incremental Term A Loans of such Incremental Term A Loan Lender outstanding on the Amendment No. 3 Effective Date (prior to giving effect to any repayment or prepayment of such Incremental Term A Loans on the Amendment No. 3 Effective Date; (h) [reserved]); and (ie) The Administrative Agent shall notify the representations Borrower and warranties set forth in Article V shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as Lenders of the Amendment No. 3 Effective Date, except to the extent any and such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereofand binding.

Effectiveness. The occurrence This Amendment, the obligation of each Tranche A Term Lender to make a Tranche A Term Loan and the obligation of each Revolving Lender to provide a Revolving Commitment shall become effective as of the date (the “Tenth Amendment Effective Date is subject to the satisfaction (or waiverDate”) on which each of only the following conditions precedentprecedent shall have been satisfied: (a) the The Administrative Agent (or its counsel) shall have received from (I) all Lenders hereunder as each of the following, dated the Tenth Amendment Effective DateDate (unless otherwise agreed to by the Administrative Agent), in form and substance satisfactory to the Administrative Agent: (i) this Amendment, duly executed and delivered by the Borrower, the Guarantors, each of the Revolving Lenders and the Tranche A Term Lenders listed on Exhibit B hereto and the Administrative Agent; (ii) the legal opinion of (A) the Borrower’s general counsel, or other counsel reasonably acceptable to the Administrative Agent, (IIB) ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ US LLP, counsel to the Borrower and its Subsidiaries, and (C) ▇▇▇▇▇▇ ▇▇▇▇▇▇, PLLC, Nevada special counsel to the Borrower and certain of its Subsidiaries; (iii) the Administrative Agent shall have received a certificate of the secretary or similar officer of each Loan Party dated the Tenth Amendment Effective Date and certifying (a) attached thereto is a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors or managing member (or equivalent governing body) of each Loan Party authorizing (x) the execution and delivery of this Amendment and the performance of this Amendment and the Amended Credit Agreement (and any agreements relating thereto) and (IIIy) in the Borrower either case of the Borrower, the extensions of credit contemplated hereunder and under the Amended Credit Agreement, (ib) attached thereto is a counterpart copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents of such Loan Party, (c) attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Tenth Amendment Effective Date and at all times since a date prior to the date of the resolutions described in clause (a) above, (d) subject to Section 6.13 of the Amended Credit Agreement, certificates as to the good standing of each Loan Party that is a registered organization as of a recent date from the Secretary of State (or other similar official) from its jurisdiction of organization and (e) as to the incumbency and specimen signature of each officer executing this Agreement signed Amendment or any other document delivered in connection herewith on behalf of such party or Loan Party; and (iiiv) customary written evidence The Administrative Agent shall have received a perfection certificate, dated the Tenth Amendment Effective Date and signed by a responsible officer of the Borrower, in a form reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission in respect of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;the Loan Parties and the Collateral. (b) Each of the representations and warranties made by any Loan Party in or pursuant to the Amended Credit Agreement and other Loan Documents shall be true and correct in all material respects on and as of the Tenth Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects). (c) No Default or Event of Default has occurred and is continuing on the Tenth Amendment Effective Date or after giving effect to the amendments contemplated herein and the extensions of credit requested to be made on the Tenth Amendment Effective Date. (d) All governmental and third party approvals necessary in connection with the transactions contemplated hereby and by the Amended Credit Agreement shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the financing contemplated hereby. (e) All outstanding principal, interest and fees outstanding and accrued under the Credit Agreement (prior to giving effect to any amendments to the Credit Agreement pursuant to this Amendment) as of the Tenth Amendment Effective Date shall have been paid in full or will be paid in full (including by cashless application of proceeds of the Loans made on the Tenth Amendment Effective Date) substantially simultaneously with the effectiveness of this Amendment by the Borrower shall have paid all fees, costs and expenses due and payable to the Administrative Agent, in each case, for itself and on behalf the account of the Lendersrelevant Lenders or the Administrative Agent, or its counsel on the Effective Date as applicable, and (all Revolving Commitments as in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days effect immediately prior to the effectiveness of this Amendment under and as defined in the Credit Agreement (prior to giving effect to any amendments to the Credit Agreement pursuant to this Amendment) shall concurrently be automatically terminated. (f) The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented on or before the Tenth Amendment Effective Date;. (cg) The Administrative Agent shall have received a solvency certificate from the chief financial officer of the Borrower, in form and substance reasonably acceptable to the Administrative Agent, certifying that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the incurrence of all Indebtedness in connection herewith on the Tenth Amendment Effective Date, are Solvent. (h) The Administrative Agent shall have provided received, at least 5 days prior to the Tenth Amendment Effective Date, all documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, includingincluding the PATRIOT Act, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably previously requested by the Arrangers or Administrative Agent. (j) The Administrative Agent shall have received a Lender in writing at least ten (10) Business Days prior notice of borrowing with respect to the Tranche A Term Loans and the Revolving Loans to be made on the Tenth Amendment Effective Date; (d) the Borrower shall have delivered to the Administrative Agent a customary written opinion (addressed to the Administrative Agent and the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type contemplated by this Agreement; (e) the Borrower shall have delivered to the Administrative Agent copies of the certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; (f) the Borrower shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; and (i) the representations and warranties set forth in Article V shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereof.

Effectiveness. The occurrence This Amendment shall become effective on and as of the date (the “Second Amendment Effective Date is subject to the satisfaction (or waiverDate”) of only on which the following conditions precedenthave been satisfied: (a) the The Administrative Agent (or its counsel) shall have received from (Ii) all Lenders hereunder as a duly executed and completed counterpart hereof that bears the signature of the Effective DateCompany, (IIii) a duly executed and completed counterpart hereof that bears the signature of the Administrative Agent and (IIIiii) Lender Addendum, executed and delivered by each Revolving Lender and the Borrower either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;Required Lenders. 2 (b) the Borrower The Administrative Agent shall have paid all fees, costs received an Acknowledgment and expenses due and payable to the Administrative Agent, for itself and on behalf of the Lenders, or its counsel on the Effective Date and (Confirmation in the case form of expenses) for which the Borrower has received Annex I hereto from an invoice at least three (3) Business Days prior to the Effective Date;authorized officer of each Loan Party. (c) the Borrower The Administrative Agent shall have provided the documentation and other information about the Borrower received all fees payable thereto or to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Arrangers any Lender on or a Lender in writing at least ten (10) Business Days prior to the Second Amendment Effective Date;. (d) To the Borrower shall have delivered to extent invoiced, the Administrative Agent a customary written opinion shall have received reimbursement or payment of all reasonable out-of- pocket expenses (addressed to the Administrative Agent including reasonable fees, charges and the Lenders) disbursements of Wachtell, Lipton, R▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & K▇▇▇▇▇▇▇▇ covering customary legal matters for an unsecured bank loan financing of LLP) in connection with this Amendment and any other reasonable out-of- pocket expenses required to be reimbursed or paid by the type contemplated by this Agreement;Loan Parties under the Amended Credit Agreement or under any Loan Document. (e) the Borrower No Event of Default or Default shall have delivered to the Administrative Agent copies of the certificate of incorporation of the Borrower, together with all amendments thereto, occurred and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation;be continuing. (f) the Borrower The Administrative Agent shall have delivered to the Administrative Agent copies, certified received a certificate signed by the Secretary or Assistant Secretary a Responsible Officer of the BorrowerCompany, certifying on behalf of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Effective DateCompany that, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; and (i) after giving effect to this Amendment, the representations and warranties set forth in Article V shall be the Loan Documents, as amended by this Amendment, are true and correct in all material respects (on and as of the Second Amendment Effective Date as if made on and as of such date, except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, expressly relate to an earlier date (in which case such representations and warranties are true and correct in all respects) material respects as of such earlier date (other than the Effective Daterepresentations and warranties contained in Section 5.21 of the Credit Agreement, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been be true and correct in all material respects (except as of the Second Amendment Effective Date)); provided that any representation or warranty that is qualified as to the extent such representations and warranties are qualified with “materiality” or ”, “Material Adverse Effect” or similar terms, in which case such representations and warranties language shall have been be true and correct in all respects, and (ii) no Default or Event of Default has occurred and is continuing on and as of such earlier date. Any written notice from the Administrative Agent Second Amendment Effective Date after giving effect to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereofthis Amendment.

Effectiveness. The occurrence This Amendment shall become effective on the Amendment Effective Date upon satisfaction of all of the Effective Date is subject to the satisfaction (or waiver) of only the following conditions precedentset forth in this Section 7: (a) the The Administrative Agent (or its counsel) shall have received duly executed counterparts of this Amendment from (I) all Lenders hereunder as of the Effective DateBorrower, (II) the Administrative Agent Agent, each Increasing Lender, the Departing Lender and (III) the Borrower either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreementeach New Lender; (b) the Borrower shall have paid all fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Effective Date; (c) the Borrower shall have provided the documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective Date; (d) the The Borrower shall have delivered to the Administrative Agent on behalf of each Increasing Lender that has requested a customary written opinion (addressed Note at least two Business Days prior to the Administrative Agent date hereof, a promissory note dated the Closing Date and payable to each such Increasing Lender in a maximum principal amount equal to such Increasing Lender’s Percentage Share after giving effect to this Amendment (as shown on Annex II hereto) of $750,000,000 (which promissory note shall replace and supersede the existing promissory note issued by the Borrower to such Increasing Lender and the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type contemplated by this AgreementDeparting Lender); (ec) the The Borrower shall have delivered to the Administrative Agent copies on behalf of each New Lender that has requested a Note at least two Business Days prior to the certificate date hereof, a promissory note dated the Closing Date and payable to each such New Lender in a maximum principal amount equal to such New Lender’s Percentage Share after giving effect to this Amendment (as shown on Annex II hereto) of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation$750,000,000; (fd) the The Borrower shall have delivered confirmed and acknowledged to the Administrative Agent copiesand the Lenders, certified and by the Secretary or Assistant Secretary its execution and delivery of the Borrowerthis Amendment, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered does hereby confirm and acknowledge to the Administrative Agent a notice stating and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of the Borrower; (ii) the Credit Facility constitutes a “Qualifying Term Loan Facility” Agreement (as defined in the Bridge Facility Credit Agreementamended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of the Effective Datecreditors’ rights generally and by general principles of equity, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; and (iiii) the representations and warranties set forth by the Borrower and the other Loan Parties contained in Article V shall be the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as though made as of the Effective Datedate hereof, except to and (iv) no Default or Event of Default exists under the extent Credit Agreement or any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereofother Loan Documents.

Effectiveness. The occurrence of This Amendment shall become effective on the Effective Date is subject to date (the satisfaction ("EFFECTIVE DATE"), on or waiver) of only before January 20, 2000, if the following conditions precedentare satisfied on or before the Effective Date: (a) this Amendment shall have been executed by the Borrower and the Administrative Agent (or its counsel) Agent, and counterparts hereof as so executed shall have received from (I) all Lenders hereunder as of the Effective Date, (II) the Administrative Agent and (III) the Borrower either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory been delivered to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementAgent; (b) the Borrower Acknowledgment and Consent appended hereto shall have paid all feesbeen executed by the Credit Parties named therein, costs and expenses due and payable counterparts hereof as so executed shall have been delivered to the Administrative Agent, for itself and on behalf of the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Effective Date; (c) the Borrower Administrative Agent shall have provided the documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested been notified by the Arrangers New Lender and all of the Existing Lenders that such Lenders have executed this Amendment (which notification may be by facsimile or a Lender in writing at least ten (10) Business Days prior to the Effective Dateother written confirmation of such execution); (d) the Borrower shall have duly executed and delivered to the Administrative Agent Agent, for the account of the New Lender, a customary written opinion (addressed General Revolving Note made payable to the Administrative Agent and the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing order of the type contemplated by this New Lender and conforming to the requirements of the Credit Agreement; (e) the Borrower shall have delivered to the Administrative Agent copies of the certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for its Secretary or an Assistant Secretary, dated as of a recent date, certifying the Borrower, each certified due adoption by the appropriate governmental officer Board of Directors of a resolution or resolutions approving the increase in its jurisdiction of incorporation;the Total General Revolving Commitment under the Credit Agreement to $160,000,000, and certifying that such resolution(s) remains in full force and effect, and such certificate and resolution(s) shall be satisfactory in form and substance to the Administrative Agent; and (f) either (x) the Borrower shall have delivered paid directly to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there New Lender such nonrefundable closing fees as have been no changes previously agreed to its certificate of incorporation provided pursuant to Section 4.01(e); between the Borrower and the New Lender, or (gy) the Borrower shall have delivered paid such fees to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in Agent, for the Bridge Facility Credit Agreement) and that as account of the Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; New Lender (h) [reserved]; and (i) the representations and warranties set forth in Article V shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent hereby agreeing to promptly re-transmit such fees to the Borrower of the New Lender). Subject to satisfaction of the foregoing conditions conditions, the Administrative Agent shall be conclusive evidence thereofnotify the Borrower and each Lender in writing of the effectiveness hereof.

Effectiveness. The occurrence This Amendment shall become effective on and as of the Effective Date is subject to the satisfaction (or waiver) date on which each of only the following conditions precedent:precedent is satisfied (such date, the “Amendment Effective Date”): (a) The Administrative Agent shall have received duly executed and delivered counterparts of this Amendment that, when taken together, bear the signatures of Parent, the Borrower, each Subsidiary Guarantor and the Required Covenant Lenders. (b) The Administrative Agent shall have received payment from the Borrower, for the account of each Pro Rata Lender that shall have unconditionally and irrevocably delivered to the Administrative Agent (or its counsel) its executed signature page to this Amendment at or prior to 5:00 p.m., New York City time, on December 2, 2016 (each, a “Consenting Lender”), an amendment fee in an amount equal to 0.125% of the aggregate outstanding principal amount of such Consenting Lender’s 2019 Term A Loans and the aggregate amount of such Consenting Lender’s Revolving Credit Commitments (whether drawn or undrawn), as the case may be, in each case as of the Amendment Effective Date. Such fees shall be payable in immediately available funds and, once paid, shall not be refundable in whole or in part. (c) The Administrative Agent shall have received from (I) all Lenders hereunder as of other fees and other amounts due and payable on or prior to the Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower in connection with the transactions contemplated hereby or under any other Loan Document. (IId) the The Administrative Agent shall have received a favorable opinion of Bass, ▇▇▇▇▇ & ▇▇▇▇ PLC, counsel for Parent and (III) the Borrower either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence Borrower, in form and substance reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;Agent. (be) the Borrower The Administrative Agent shall have paid received such customary documents and certificates as the Administrative Agent may reasonably request relating to the formation, incorporation, organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to the Loan Parties, the Loan Documents or such transactions, all fees, costs in form and expenses due and payable substance reasonably satisfactory to the Administrative Agent. (f) The Administrative Agent shall have received a certificate, for itself and on behalf of dated the Lenders, or its counsel on the Amendment Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Effective Date; (c) the Borrower shall have provided the documentation and other information about the Borrower to the Administrative Agent that is required signed by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective Date; (d) the Borrower shall have delivered to the Administrative Agent a customary written opinion (addressed to the Administrative Agent and the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type contemplated by this Agreement; (e) the Borrower shall have delivered to the Administrative Agent copies of the certificate of incorporation Financial Officer of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; (f) the Borrower shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification certifying that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; and (i) the representations and warranties set forth in Article V shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties Section 3 hereof are true and correct in all respects) as of the Amendment Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the The Administrative Agent to shall notify Parent, the Borrower and the Lenders of the satisfaction of the foregoing conditions Amendment Effective Date and such notice shall be conclusive evidence thereofand binding.

Effectiveness. The occurrence of This Amendment shall be deemed effective upon the Effective Date is subject to the satisfaction (or waiver) of only the following conditions precedentfollowing: (a) 10.1 the Administrative Agent (or its counsel) shall have received from (I) all Lenders hereunder due execution and delivery to Bank of this Amendment by each party hereto; 10.2 Borrower’s payment of Bank’s legal fees and expenses incurred in connection with this Amendment; and 10.3 copies, certified by a duly authorized officer of Borrower, to be true and complete as of the Effective Datedate hereof, (II) the Administrative Agent and (III) the Borrower either of each of (i) a counterpart the governing documents of Borrower as in effect on the date hereof, (ii) the resolutions of Borrower authorizing the execution and delivery of this Agreement signed Amendment, the other documents executed in connection herewith and Borrower’s performance of all of the transactions contemplated hereby, and (iii) an incumbency certificate giving the name and bearing a specimen signature of each individual who shall be so authorized on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementBorrower; (b) the Borrower shall have paid all fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Effective Date; (c) the Borrower shall have provided the documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Arrangers or 10.4 a Lender in writing at least ten (10) Business Days prior to the Effective Date; (d) the Borrower shall have delivered to the Administrative Agent a customary written opinion (addressed to the Administrative Agent and the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type contemplated by this Agreement; (e) the Borrower shall have delivered to the Administrative Agent copies of the good standing certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; (f) the Borrower shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of State of the state of incorporation of Borrower, and each jurisdiction in which Borrower is qualified to do business, dated as of a date no earlier than thirty (30) days prior to the date hereof; 10.5 certified copies, dated as of a recent date, of financing statement and other lien searches of Borrower, as Bank may request and which shall be obtained by Bank, accompanied by written evidence (including any UCC termination statements) that the Liens revealed in any such searched either (i) will be terminated prior to or in connection with the Agreement, or (ii) in the sole discretion of Bank, will constitute Permitted Liens 10.6 evidence satisfactory to Bank that the insurance policies require for Borrower are in fully force and effect, together with appropriate evidence showing lender loss payable and additional insured clauses or endorsements in favor of Bank; 10.7 the completed Updated Perfection Certificate, together with the duly executed original signatures thereto; 10.8 a legal opinion from Borrower’s by-laws counsel, in form and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents substance acceptable to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e)Bank; (g) the Borrower shall have delivered 10.9 an amendment to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that certain Stock Pledge Agreement dated as of the Effective Date, Date to incorporate the commitments under the Bridge Facility shall be reduced in an amount equal to 100% pledge by Borrower of the Aggregate Commitments substantially concurrently with the occurrence equity interests of the Effective Date; (h) [reserved]; and (i) the representations Subsidiaries owned by Borrower and warranties set forth in Article V shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as of formed after the Effective Date, except together with the original share certificate issued to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true Borrower and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” a stock power or similar terms, instrument in which case connection therewith; and 10.10 such representations and warranties shall have been true and correct in all respects) on and other documents as of such earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereofBank may reasonably request.

Effectiveness. The occurrence Lenders shall not be required to make the initial Advance hereunder, the Swing Line Bank shall not be required to make any Swing Line Loan, the Issuer shall not be required to issue any Facility Letter of the Effective Date is subject to the satisfaction (or waiver) of only the following conditions precedent: (a) the Administrative Agent (or its counsel) Credit and this Agreement shall have received from (I) all Lenders hereunder as of the Effective Date, (II) the Administrative Agent and (III) not become effective unless the Borrower either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic 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 all fees, costs and expenses due and payable furnished to the Administrative Agent, with sufficient copies for itself and on behalf of the Lenders, or its counsel on the Effective Date following items (and (in the case of expenses) for date upon which all such items shall have been so furnished is referred to as the Borrower has received an invoice at least three (3) Business Days prior to the "Effective Date;"): (ci) the Borrower shall have provided the documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective Date; (d) the Borrower shall have delivered to the Administrative Agent a customary written opinion (addressed to the Administrative Agent and the Lenders) Copies of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type contemplated by this Agreement; (e) the Borrower shall have delivered to the Administrative Agent copies of the certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for of the BorrowerBorrower and each Guarantor Subsidiary, each certified by the appropriate governmental officer in its jurisdiction their respective jurisdictions of incorporation;. (fii) the Borrower shall have delivered to the Administrative Agent copiesCertificates, certified executed by the Secretary or Assistant Secretary of the BorrowerBorrower and each Guarantor Subsidiary, attaching true and correct copies of the Borrower’s (i) their respective articles of incorporation and by-laws and of its (ii) their respective Board of Directors’ ' resolutions (and resolutions of resolutions or actions of other bodies, if any other body are deemed necessary by counsel for any Lender) authorizing the execution of the Loan Documents to be executed by such entity. (iii) Incumbency certificates, executed by the Secretary or Assistant Secretary of the Borrower and each Guarantor Subsidiary, which it shall identify by name and title and bear the signature of the officers of such entity authorized to sign the Loan Documents to which such entity is a party and, in the case of the Borrower, to request borrowings and a certification that there have been no changes Facility Letters of Credit hereunder, upon which certificates the Administrative Agent and the Lenders shall be entitled to its certificate rely until informed of incorporation provided pursuant to Section 4.01(e);any change in writing by the Borrower or the applicable Subsidiary, as the case may be. (giv) A certificate, signed by the chief financial officer or financial vice president of the Borrower, stating that on Effective Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of internal counsel to the Borrower shall have delivered and the Guarantor Subsidiaries, addressed to the Lenders in substantially the form of Exhibit "B" hereto. (vi) Notes issued by the Borrower payable to the order of each of the Lenders (including the Swing Line Note payable to the order of the Swing Line Bank). (vii) Written money transfer instructions, in substantially the form of Exhibit "D" hereto, addressed to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” and signed by an Authorized Officer on behalf of the Borrower, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (as defined viii) The insurance certificate described in Section 5.17. (ix) The Guaranty executed by each of the Guarantor Subsidiaries. (x) A compliance certificate substantially in the Bridge Facility Credit Agreement) and that form of Exhibit "C" hereto completed as of the Effective Date, Date (except that the commitments under the Bridge Facility calculation of EBITDA therein shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; and (i) the representations and warranties set forth in Article V shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower last day of the satisfaction of the foregoing conditions shall be conclusive evidence thereofmost recently-completed fiscal quarter). (xi) Such other documents as any Lender or its counsel may have reasonably requested.

Effectiveness. The occurrence This Amendment and the amendments to the Credit Agreement effected hereby shall become effective as of the first date on or prior to May 4, 2009 (such effective date, the “Fourth Amendment Effective Date is subject to the satisfaction (or waiverDate”) on which each of only the following conditions precedenthas been satisfied: (a) the The Administrative Agent (or its counsel) shall have received from duly executed counterparts hereof that, when taken together, bear the signatures of (I) all Lenders hereunder as of the Effective Date, (IIi) the Administrative Agent and Agent, (IIIii) the Borrower either and (iiii) a counterpart the Required Lenders (taking into account the consummation of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory the Incremental Financing referred to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;below). (b) the Borrower The Incremental Financing shall have paid all feesbeen consummated in an aggregate principal amount of not less than $100,000,000, costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Lenders, or its counsel on the Effective Date and (Lenders providing additional Commitments in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Effective Date; (c) the Borrower connection therewith shall have provided the documentation executed and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective Date; (d) the Borrower shall have delivered to the Administrative Agent a customary written opinion Accession Agreements and such other documents as are required by Section 2.18 of the Credit Agreement. (addressed to the c) The Administrative Agent and the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type contemplated by this Agreement; (e) the Borrower shall have delivered to the Administrative Agent copies of the certificate of incorporation of the Borrower, together with all amendments thereto, and received a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; (f) the Borrower shall have delivered a Financial Officer to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification effect that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; and (i) the representations and warranties set forth in Article V shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties Section 2 hereof are true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of the Fourth Amendment Effective Date. (d) The Administrative Agent shall have received such earlier date. Any written notice legal opinions (including an opinion from outside legal counsel to the Borrower reasonably satisfactory to the Administrative Agent), documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the authorization of this Amendment and the transactions contemplated hereby and any other legal matters relating to the Loan Parties, this Amendment, the Incremental Financing and the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent. (e) The Administrative Agent and the Co-Administrative Agent shall have received all fees and other amounts due from any Loan Party hereunder or under the Credit Agreement or any other Loan Document on or prior to the Fourth Amendment Effective Date and, to the extent invoiced on or prior to the Fourth Amendment Effective Date, reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder or under the Credit Agreement or any other Loan Document. The Administrative Agent shall notify the Borrower and the Lenders of the satisfaction of the foregoing conditions Fourth Amendment Effective Date, and such notice shall be conclusive evidence thereofand binding.

Effectiveness. The occurrence This Amended Agreement shall become effective as of the Effective Date is subject to upon the satisfaction (or waiver) of only the following conditions precedentconditions: (a) receipt by the Administrative Agent (or its counsel) shall have received from (I) all Lenders hereunder as of counterparts hereof signed by each of the Effective Dateparties hereto (or, (II) in the Administrative case of any party as to which an executed counterpart shall not have been received, receipt by the Agent and (III) the Borrower either (i) in form satisfactory to it of telegraphic, telex or other written confirmation from such party of execution of a counterpart of this Agreement signed on behalf of hereof by such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreementparty); (b) receipt by the Borrower shall have paid all fees, costs and expenses due and payable to Agent for the Administrative Agent, for itself and account of each Bank of a duly executed Note dated on behalf of the Lenders, or its counsel on before the Effective Date and (in complying with the case provisions of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Effective DateSection 2.3; (c) receipt by the Borrower shall have provided Agent of an opinion of U.S. counsel for the documentation Borrower, substantially in the form of Exhibit B hereto and other information about the Borrower covering such additional matters relating to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, transactions contemplated hereby as the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was Required Banks may reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective Daterequest; (d) receipt by the Borrower shall have delivered to the Administrative Agent a customary written of an opinion (addressed to the Administrative Agent and the Lenders) of WachtellBurnet, Lipton, R▇▇▇▇▇▇▇▇▇ & K▇▇▇▇▇▇, ▇▇▇▇▇▇▇ counsel for the Borrower, substantially in the form of Exhibit C hereto and covering customary legal such additional matters for an unsecured bank loan financing of relating to the type transactions contemplated by this Agreementhereby as the Required Banks may reasonably request; (e) receipt by the Borrower shall have delivered Agent of an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇, counsel for the Agent, substantially in the form of Exhibit D hereto and covering such additional matters relating to the Administrative transactions contemplated hereby as the Required Banks may reasonably request; and (f) receipt by the Agent copies of all documents or opinions it may reasonably request relating to the certificate of incorporation existence of the Borrower, together with all amendments theretothe corporate authority for and the validity of the Financing Documents, the Borrower's title to the Mortgaged Properties, and a certificate any other matters relevant hereto, including any amendments to the Existing Security Documents, all in form and substance satisfactory to the Agent. Upon this Amended Agreement becoming effective, the "Note" delivered to each Bank under the Original Credit Agreement shall be replaced and the Notes delivered under this Amended Agreement shall be given in substitution therefor; each Bank shall deliver to the Agent the "Note" delivered to it under the Original Credit Agreement, which the Agent shall ▇▇▇▇ "Renewed" and shall hold as additional evidence of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction indebtedness of incorporation; (f) the Borrower shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; and (i) the representations and warranties set forth in Article V shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereofhereunder.

Effectiveness. The occurrence obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit under the Original Credit Agreement became effective upon the Effective Date is subject to Date. This Agreement shall become effective on the satisfaction (or waiver) date on which each of only the following conditions precedent:is satisfied (or waived in accordance with Section 12.02): (a) The Administrative Agent shall have received to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder (including, without limitation, the fees and expenses of ▇▇▇▇▇▇▇▇ PC, counsel to the Administrative Agent). (b) The Administrative Agent shall have received a certificate of the Secretary, an Assistant Secretary or other duly authorized officer satisfactory to the Administrative Agent of the Borrower (or the managing member thereof) and each Guarantor setting forth (i) resolutions of its counselboard of directors or board of managers (or equivalent body) or its managing member authorizing the execution, delivery and performance of the Loan Documents to which each is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (ii) the officers of the Borrower (or any managing member thereof) or such Guarantor (y) who are authorized to sign the Loan Documents to which the Borrower or such Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of such authorized officers, and (iv) the articles or certificate of incorporation and bylaws or certificate of formation and partnership agreement or certificate of formation and limited liability company agreement (as the case may be) of the Borrower, and each Guarantor, certified as being true and complete. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from the Borrower to the contrary. (c) The Administrative Agent shall have received certificates of the appropriate State agencies with respect to the existence, qualification and good standing of the Borrower and each Guarantor. (d) The Administrative Agent shall have received from each party hereto counterparts (I) all Lenders hereunder in such number as of the Effective Date, (II) may be requested by the Administrative Agent and (IIIAgent) the Borrower either (i) a counterpart of this Agreement signed on behalf of such party or party. (iie) customary written evidence reasonably The Administrative Agent shall have received duly executed Notes payable to the order of each Lender in a principal amount equal to its Maximum Credit Amount dated as of the date hereof. (f) The Administrative Agent shall have received from Vanguard Permian duly executed counterparts (in such number as may be requested by the Administrative Agent) of Mortgages covering the Apache Properties, which Mortgages shall be in form and substance satisfactory to the Administrative Agent. In connection with the execution and delivery of such Mortgages, the Administrative Agent shall be satisfied the such Mortgages create first priority, perfected Liens on the Apaches Properties (which may include telecopy or electronic transmission subject only to Excepted Liens identified in clauses (a), (b), (c) and (f) of a signed signature page the definition thereof, but subject to the provisos at the end of this Agreement) that such party has signed a counterpart of this Agreement;definition. (bg) the Borrower The Administrative Agent shall have paid all feesreceived from Vanguard Permian duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Apache Title Indemnity Agreement. (h) The Administrative Agent shall have received from Vanguard Permian duly executed counterparts (in such number as may be requested by the Administrative Agent) of its Guaranty Agreement, costs which Guaranty Agreement shall be in form and expenses due and payable substance satisfactory to the Administrative Agent, for itself and on behalf . (i) The Administrative Agent shall have received from the Borrower duly executed counterparts (in such number as may be requested by the Administrative Agent) of such amendments to and/or confirmations of the Lenders, or its counsel on the Effective Date Security Instruments executed and (in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days delivered prior to the Effective Date;date hereof as may be required by the Administrative Agent, which amendments and/or confirmations shall be in form and substance satisfactory to the Administrative Agent. (cj) Each of the Loan Documents shall be in full force and effect. (k) The Borrower and the Guarantors shall have executed a notice in compliance with the provisions of Section 26.02 of the Texas Business and Commerce Code. (l) The Administrative Agent shall have received an opinion of ▇▇▇▇▇, Tarrant & ▇▇▇▇▇, LLP, counsel to the Borrower shall have provided and the documentation and other information about the Borrower Guarantors, acceptable to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, covering such matters with respect to the extent such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective Date; (d) the Borrower shall have delivered to Loan Documents as the Administrative Agent a customary written may reasonably request, including without limitation those matters described in Sections 7.01 and 7.02 (other than the second sentence of Section 7.02 which shall be addressed in the opinion described in Section 6.04). (addressed to the m) The Administrative Agent and the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type contemplated by this Agreement; (e) the Borrower shall have delivered to the Administrative Agent copies of the certificate of incorporation of the Borrower, together with all amendments thereto, and received a certificate of good standing for insurance coverage of the Borrower, each certified by Borrower and/or Vanguard Permian evidencing that the appropriate governmental officer Borrower and/or Vanguard Permian is carrying insurance in its jurisdiction of incorporation;accordance with Section 7.13 with respect to the Apache Properties. (fn) the Borrower The Administrative Agent shall have delivered received satisfactory evidence that no event, development or circumstance has occurred or shall then exist that has resulted in, or could reasonably be expected to the Administrative Agent copieshave, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e);Material Adverse Effect. (go) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; and (i) the The representations and warranties of the Borrower and the Guarantors set forth in Article V this Agreement and in the other Loan Documents shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as of the Effective Datecorrect, except to the extent any such representation or warranty is stated to relate solely representations and warranties are expressly limited to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar termscase, in which case such representations and warranties shall have been continue to be true and correct in all respects) on and as of such specified earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereof.

Effectiveness. The occurrence This Amendment shall become effective on and as of the Effective Date is subject to the satisfaction (or waiver) date on which each of only the following conditions precedent:precedent is satisfied (such date, the “Fourth Restatement Effective Date”): (a) the The Administrative Agent (or its counsel) shall have received from (I) all Lenders hereunder as of the Effective Date, (II) the Administrative Agent duly executed and (III) the Borrower either (i) a counterpart delivered counterparts of this Agreement signed on behalf Amendment that, when taken together, bear the signatures of such party or (ii) customary written evidence reasonably satisfactory to Parent, the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;Borrower, each Subsidiary Guarantor and the Required Lenders. (b) the Borrower The Administrative Agent shall have paid all feesreceived a certificate, costs and expenses due and payable to dated the Administrative Agent, for itself and on behalf of the Lenders, or its counsel on the Fourth Restatement Effective Date and signed by a Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (in b) and (c) of Section 4.01 of the case of expenses) for which Amended and Restated Credit Agreement as if the Borrower has received an invoice at least three (3) Business Days prior to the Effective Date;Transactions were a Credit Event. (c) the Borrower The Administrative Agent shall have provided the documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Arrangers or a Lender in writing at least ten received (10i) Business Days prior to the Effective Date; (d) the Borrower shall have delivered to the Administrative Agent a customary written opinion (addressed to the Administrative Agent and the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type contemplated by this Agreement; (e) the Borrower shall have delivered to the Administrative Agent copies of the certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borroweraccount of each Term Lender party to this Amendment, each certified by the appropriate governmental officer in its jurisdiction of incorporation; (f) the Borrower shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Effective Date, the commitments under the Bridge Facility shall be reduced an amendment fee in an amount equal to 1000.25% of the Aggregate Commitments substantially concurrently with the occurrence aggregate principal amount of the Term Loans held by such Term Lender as of the Fourth Restatement Effective Date; , (h) [reserved]; and (iii) the representations fees due and warranties set forth payable under the Engagement Letter dated as of February 9, 2018, among Parent, the Borrower and each of the Joint Lead Arrangers party thereto (the “Engagement Letter”) in Article V shall connection with this Amendment including an arrangement fee in an aggregate amount equal to $1,000,000 to be true and correct in all material respects allocated among the Extended Revolving Credit Lenders based on their respective Extended Revolving Credit Commitments (except to the extent such representations and warranties are qualified by “materiality” whether drawn or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respectsundrawn) as of the Fourth Restatement Effective Date and (iii) all other amounts due and payable on or prior to the Fourth Restatement Effective Date, except including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder, under the Engagement Letter or under any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier dateother Loan Document. Any written notice from the The Administrative Agent to shall notify Parent, the Borrower and the Lenders of the satisfaction of the foregoing conditions Fourth Restatement Effective Date and such notice shall be conclusive evidence thereofand binding.

Effectiveness. The occurrence This Amendment shall become effective as of the first date (the “Third Amendment Effective Date is subject to the satisfaction (or waiverDate”) of only the following conditions precedenton which: (a) the Administrative Agent (or its counsel) shall have received from duly executed counterparts hereof that, when taken together, bear the authorized signatures of each Borrower, all the Lenders, all the Issuing Banks and all the Swingline Lenders; (I) all Lenders hereunder as of the Effective Date, (IIb) the Administrative Agent shall have received such documents and (III) certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and, where applicable, good standing of each Borrower either (i) a counterpart and the authorization of this Agreement signed on behalf of such party or (ii) customary written evidence Amendment, in form and substance reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic 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 all fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Effective Datecounsel; (c) the Borrower Administrative Agent shall have provided the documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective Date; (d) the Borrower shall have delivered to the Administrative Agent a customary received favorable written opinion opinions (addressed to the Administrative Agent and the LendersLenders dated the Third Amendment Effective Date) of Wachtell(i) Cravath, LiptonSwaine & ▇▇▇▇▇ LLP, Rspecial New York counsel for the Borrowers and (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & K▇▇▇▇▇▇▇▇ covering customary legal matters for LLP, in each case in form and substance reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received an unsecured bank loan financing Acknowledgment and Consent, substantially in the form of the type contemplated Annex I hereto, duly executed and delivered by this Agreementeach Guarantor; (e) the Borrower Administrative Agent shall have delivered received a certificate from each Borrower, in form and substance reasonably satisfactory to the Administrative Agent copies Agent, dated the Third Amendment Effective Date and signed by a Responsible Officer of the certificate of incorporation of the such Borrower, together with all amendments thereto, confirming that on and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; (f) the Borrower shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Third Amendment Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; and Date (i) the representations and warranties set forth in Article V shall be the Credit Documents are true and correct in all material respects (except to the extent such for representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar termsexpressly stated to relate to a specific earlier date, in which case such representations and warranties are true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from ) and (ii) no Default or Event of Default has occurred or is continuing; and (f) the Administrative Agent to shall have received, for the Borrower account of each Lender, a consent fee as set forth on Annex II hereto; provided that if the Third Amendment Effective Date shall not have occurred on or before December 30, 2016, this Amendment shall terminate and be of no further force and effect. The Administrative Agent shall notify the Borrowers and the Lenders of the satisfaction of the foregoing conditions Third Amendment Effective Date, and such notice shall be conclusive evidence thereofand binding. Without limiting the generality of the provisions of Article VIII of the Existing Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 4, each Lender shall be deemed to have accepted, and to be satisfied with, each document or other matter required under this Section 4 unless the Administrative Agent shall have received notice from such Lender prior to the proposed Third Amendment Effective Date specifying its objections thereto.

Effectiveness. The occurrence This First Amendment shall become effective on the first date on which each of the conditions set forth in this Section 5 is satisfied (the “First Amendment Effective Date is subject Date”): 5.1 The Administrative Agent shall have received duly executed counterparts (in such number as may be reasonably requested by the Administrative Agent) of this First Amendment from the Borrower, each Guarantor, and each Lender. 5.2 The Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower certifying that the Parent has successfully priced and closed an offering of its Equity Interests of not less than $225.0 million which was provided to the satisfaction (or waiver) Borrower to fund, in part, the HG Acquisition. 5.3 The Administrative Agent shall have received duly executed Mortgages and be reasonably satisfied that, upon recording such Mortgages, in each case, in the appropriate filing offices, it shall have a first priority Lien on at least 85% of only the following conditions precedent:PV-10 of the Borrowing Base Properties. 5.4 The Administrative Agent shall have received (a) a certificate of a Responsible Officer of the Borrower certifying: (i) that Alliance Petroleum Co LLC has or is concurrently consummating the HG Acquisition in accordance with the terms of the HG Acquisition Documents (with all of the material conditions precedent thereto having been satisfied in all material respects by the parties thereto) and acquiring substantially all of the HG Acquisition Properties contemplated by the HG Acquisition Documents; (ii) as to the final purchase price for the HG Acquisition Properties after giving effect to all adjustments as of the closing date contemplated by the HG Acquisition Documents and specifying, by category, the amount of such adjustment; and (iii) that attached thereto is a true and complete list of the HG Acquisition Properties which have been excluded from the HG Acquisition pursuant to the terms of the HG Acquisition Documents, specifying with respect thereto the basis of exclusion; (b) a true and complete executed copy of each of the HG Acquisition Documents, including original counterparts or copies, certified as true and complete, of the assignments, deeds and leases for all of the HG Acquisition Properties; (c) monthly lease operating statements for the HG Acquisition Properties for the period January 2018 through January 2019. and (d) such other related documents and information as the Administrative Agent (or its counsel) shall have reasonably requested. 5.5 The Administrative Agent shall have received from (I) all Lenders hereunder title information as of the Effective Date, (II) the Administrative Agent and (III) the Borrower either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence may reasonably require, reasonably satisfactory to the Administrative Agent, setting forth the status of title to at least 85% of the PV-10 of the Borrowing Base Properties. 5.6 The Borrower shall have provided to the Administrative Agent copies of any material environmental due diligence documents in its possession with respect to the HG Acquisition Properties including Phase I Reports, if any, at least five (which may include telecopy 5) days prior to the First Amendment Effective Date. 5.7 The Administrative Agent shall have received releases in form and substance reasonably satisfactory to it releasing all Liens encumbering the HG Acquisition Properties, other than those permitted by Section 9.03. 5.8 The Administrative Agent shall have received executed Notes for each Lender that requests one. 5.9 There shall be no material pending or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;threatened litigation against the Borrower or any Guarantor, except as disclosed prior to the First Amendment Effective Date. (b) the 5.10 The Borrower shall have paid all fees, costs and expenses amounts due and payable on or prior to the Administrative Agent, for itself and on behalf of the Lenders, or its counsel on the First Amendment Effective Date and to the extent invoiced two (in the case of expenses) for which the Borrower has received an invoice at least three (32) Business Days prior to the Effective Date; (c) the Borrower shall have provided the documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective Date; (d) the Borrower shall have delivered to the Administrative Agent a customary written opinion (addressed to the Administrative Agent and the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type contemplated by this Agreement; (e) the Borrower shall have delivered to the Administrative Agent copies of the certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; (f) the Borrower shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the First Amendment Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid by the commitments Borrower under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; and (i) the representations and warranties set forth in Article V shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereofCredit Agreement.

Effectiveness. The occurrence This Amendment shall become effective as of the Effective Date is subject to the satisfaction (or waiver) first date when each of only the following conditions precedent:are met (the “Amendment Effective Date”): (a) the Administrative Agent (or its counsel) shall have received from (I) all Lenders hereunder as of the Effective Date, (II) the Administrative Agent and (III) the Borrower either (i) and each Continuing Lender and Lenders constituting Required Lenders a counterpart of this Agreement hereof signed on behalf of by such party or facsimile or other written confirmation (ii) customary written evidence reasonably in form satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this AgreementAgent) that such party has signed a counterpart of this Agreementhereof; (b) the Borrower Agent shall have paid all fees, costs and expenses due and payable received a duly executed revised Note for the account of each Lender requesting delivery of such Note pursuant to the Administrative Agent, for itself and on behalf Section 2.05 of the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Effective DateCredit Agreement; (c) the Borrower Agent shall have received satisfactory opinions of counsel for the Borrower, dated the Amendment Effective Date; (d) the Agent shall have received a certificate dated the Amendment Effective Date signed on behalf of the Borrower by the Chairman of the Board, the President, any Vice President, the Treasurer or any Assistant Treasurer of the Borrower stating that (A) on the Amendment Effective Date, before and after giving effect to this Amendment, no Default shall have occurred or be continuing and (B) the representations and warranties contained in the Amended Credit Agreement are true and correct on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct as of such earlier date; (e) the Agent shall have received (i) a certificate of the Secretary of State of the Commonwealth of Kentucky and a certificate of the Secretary of the Commonwealth of the Commonwealth of Virginia, each dated as of a recent date, as to the good standing of the Borrower and (ii) a certificate of the Secretary or an Assistant Secretary of the Borrower dated the Amendment Effective Date and certifying (A) that attached thereto is a true, correct and complete copies of (x) the Borrower’s articles of incorporation certified by the Secretary of State of the Commonwealth of Kentucky and the Secretary of the Commonwealth of the Commonwealth of Virginia and (y) the bylaws of the Borrower, (B) as to the absence of dissolution or liquidation proceedings by or against the Borrower, (C) that attached thereto is a true, correct and complete copy of resolutions adopted by the board of directors of the Borrower authorizing the execution, delivery and performance of this Amendment and each other document delivered in connection herewith and that such resolutions have not been amended and are in full force and effect on the date of such certificate and (D) as to the incumbency and specimen signatures of each officer of the Borrower executing this Amendment or any other document delivered in connection herewith; (f) all necessary governmental (domestic or foreign), regulatory and third party approvals, including, without limitation, the orders of the KPSC, TRA, VSCC and any required approvals of the Federal Energy Regulatory Commission, authorizing borrowings hereunder in connection with the transactions contemplated by this Amendment and the other Loan Documents shall have been obtained and remain in full force and effect, in each case without any action being taken by any competent authority which could restrain or prevent such transaction or impose, in the reasonable judgment of the Agent, materially adverse conditions upon the consummation of such transactions; provided that any such approvals with respect to elections by the Borrower to increase the Commitment as contemplated by Section 2.19 of the Credit Agreement need not be obtained or provided until the Borrower makes any such election; (g) each New Lender shall have received all documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership RegulationAct, to the extent such information was as has been reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective Date; (d) the Borrower shall have delivered to the Administrative Agent a customary written opinion (addressed to the Administrative Agent and the Lenders) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type contemplated by this Agreement; (e) the Borrower shall have delivered to the Administrative Agent copies of the certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; (f) the Borrower shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Datewriting; (h) [reserved]there shall be no outstanding Loans; and (i) the representations Agent shall have received all costs, fees and warranties set forth in Article V shall be true and correct in all material respects (except expenses due to the extent Agent, the Joint Lead Arrangers (as such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar termsterm is defined in the commitment letter dated December 28, in which case such representations and warranties are true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent 2015 to the Borrower from ▇▇▇▇▇ Fargo Securities, LLC, ▇▇▇▇▇ Fargo Bank, National Association, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Bank of America, N.A., Mizuho Bank, Ltd., Citigroup Global Markets Inc., ▇.▇. ▇▇▇▇▇▇ Securities LLC, JPMorgan Chase Bank, N.A. and Barclays Bank PLC) and the satisfaction of the foregoing conditions shall be conclusive evidence thereofLenders.

Effectiveness. The occurrence of This Amendment shall be legal, valid and binding on the Effective Date is subject to the satisfaction (or waiver) of only date on which the following conditions precedent:precedent are satisfied (the date of such satisfaction, the “Eighth Amendment Effective Date”): (a) the The Administrative Agent (or its counsel) shall have received from (I) all Lenders hereunder as each of the Effective Datefollowing, (II) the Administrative Agent each in form and (III) the Borrower either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence substance reasonably satisfactory to the Administrative Agent Required Lenders and the New Incremental Loan Lenders: (which may include telecopy or electronic transmission of a signed signature page i) counterparts of this Agreement) that such party has signed a counterpart of this Agreement; (b) Amendment duly executed by the Borrower shall have paid all feesBorrower, costs and expenses due and payable to the Administrative Agent, for itself the Collateral Agent, the Lenders that constitute the Required Lenders and on behalf Term Loan Lenders holding more than 50% of the Lendersprincipal amount of the outstanding Term Loans, or its counsel on and acknowledged by each Guarantor; (ii) duly executed Term Notes, to the Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least three (3) extent requested by any New Incremental Loan Lender one Business Days Day prior to the Eighth Amendment Effective Date; (ciii) a borrowing notice setting forth the Borrower location and number of Borrower’s account to which funds are to be disbursed, which shall have provided comply with the documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective Date; (d) the Borrower shall have delivered to the Administrative Agent a customary written opinion (addressed to the Administrative Agent and the Lendersrequirements of Section 2.02(f)(ii) of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ covering customary legal matters for an unsecured bank loan financing of the type contemplated by this Agreement; Amended Credit Agreement (e) the Borrower shall have delivered to the Administrative Agent copies of the certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; (f) the Borrower shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the “New Incremental Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(eBorrowing Notice”); (giv) the Borrower shall have delivered an Officers’ Certificate of Borrower, in form and substance reasonably acceptable to the Administrative Agent a notice stating Required Lenders certifying that this Credit Facility constitutes a “Qualifying Term the New Incremental Loan Facility” (as defined in Commitments made pursuant to Section 2.19 of the Bridge Facility Credit Agreement) , as amended by this Amendment, and that as the making of the Effective DateNew Incremental Loans, the commitments under the Bridge Facility shall be reduced are not in an amount equal to 100% violation of the Aggregate Commitments substantially concurrently with Credit Facilities as amended by this Amendment (it being agreed by the occurrence Required Lenders that any conditions precedent to the making of the Effective DateNew Incremental Loans in Section 2.19 of the Credit Agreement are hereby waived); (hv) [reserved]an Engagement Letter duly executed by the Borrower and Rothschild & Co; and (ivi) the representations and warranties New Incremental Loan Budget set forth in Article V on Schedule II to this Amendment, which such New Incremental Loan Budget shall be true in form and correct in all material respects (except substance acceptable to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent to the Borrower of the satisfaction of the foregoing conditions shall be conclusive evidence thereof.Required New Incremental Loan Lenders; and