Common use of Conditions of Effectiveness Clause in Contracts

Conditions of Effectiveness. This Amendment shall become effective as of the date first above written (the “Amendment Effective Date”) when, and only when, the Paying Agent shall have received counterparts of this Amendment executed by the Borrower and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender: (a) A certificate signed by a duly authorized officer of the Borrower, dated the Amendment Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a Default; (b) The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective Date; (c) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the other Loan Documents; (d) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder or thereunder; and (e) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C to the Credit Agreement and as to such other matters as any Lender through the Paying Agent may reasonably request.

Conditions of Effectiveness. This Amendment shall become effective as of the first date first above written (the “Amendment Effective Date”) whenon which, and only whenif, each of the Paying following conditions precedent shall have been satisfied: (a) The Administrative Agent shall have received (i) counterparts of this Amendment executed by the Borrower and all of the Lenders each Lender or, as to any of the Lenders, advice satisfactory to the Paying Administrative Agent that such Lender has executed this Amendment and Amendment, (ii) the Paying Agent shall have additionally received all consent attached hereto (the “Consent”) executed by each of the following documentsGuarantors, each such document and (unless otherwise specifiediii) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory a Note payable to the Paying Agent (unless otherwise specified) and order of each Lender requesting the same in sufficient copies for each a principal amount equal to such Lender: (a) A certificate signed by a duly authorized officer ’s respective Revolving Credit Commitment as of the Borrower, dated the Amendment Effective Date, stating that:. (ib) The representations and warranties contained set forth in Section 4.01 each of the Credit Agreement, as amended hereby, are Loan Documents shall be correct in all material respects on and as of the Amendment Effective Date; and, before and after giving effect to this Amendment, as though made on and as of such date (except for any such representation and warranty that, by its terms, refers to a specific date other than the Amendment Effective Date, in which case as of such specific date). (iic) No event has shall have occurred and is continuing be continuing, or shall result from the effectiveness of this Amendment, that constitutes a Default;. (bd) The Consent attached hereto, duly executed by each Guarantor existing All of the fees and expenses of the Administrative Agent (including the reasonable fees and expenses of counsel for the Administrative Agent) due and payable on the Amendment Effective Date;Date shall have been paid in full. (ce) Certified copies of (i) the resolutions of the Board of Directors Directors, general partner or managing member, as applicable, of (A) the Borrower approving this Amendment and of the matters contemplated hereby and thereby and (B) each Guarantor approving the Consent and the matters contemplated hereby and thereby and (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment Amendment, the Consent and the other Loan Documents;matters contemplated hereby and thereby. (df) A certificate of the Secretary or an Assistant Secretary of (i) the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and (ii) each Guarantor certifying the other documents names and true signatures of the officers of such Guarantor authorized to be delivered hereunder or thereunder; and (e) A favorable opinion sign the Consent. The effectiveness of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for this Amendment is conditioned upon the Borrower, substantially in accuracy of the form of Exhibit C factual matters described herein. This Amendment is subject to the provisions of Section 9.01 of the Credit Agreement and as to such other matters as any Lender through the Paying Agent may reasonably requestAgreement.

Conditions of Effectiveness. This The effectiveness of this Second Amendment shall become effective as (including the amendments contained in Section 1 hereof) are subject to the satisfaction of the date first above written following conditions (the date of satisfaction of such conditions being referred to herein as the “Second Amendment Effective Date”) when, and only when, the Paying Agent shall have received counterparts of this Amendment executed by the Borrower and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender:): (a) A certificate signed this Second Amendment shall have been duly executed by a duly authorized officer the Borrowers, Holdings, each other Guarantor, the Lenders constituting the Required Lenders (calculated immediately prior to the making of the BorrowerSecond Amendment Prepayment described below) and the Administrative Agent (which may include a copy transmitted by facsimile or PDF or other electronic method), dated and delivered to the Amendment Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a DefaultAdministrative Agent; (b) The Consent attached hereto(i) prior to the Second Amendment Effective Date the Borrowers shall have made a Discounted Prepayment Offer to prepay (the “Second Amendment Prepayment Offer” and the principal amount of such Second Amendment Prepayment Offer being the “Second Amendment Prepayment Offer Amount”) Term Loans in an aggregate principal amount of not less than $60,000,000 in connection with the effectiveness of this Second Amendment in accordance with Section 2.22 of the Credit Agreement (as amended hereby), duly executed by each Guarantor existing together with a premium equal to 1.00% of the aggregate principal amount of Terms Loan so prepaid (the “Second Amendment Prepayment Premium”), and shall have specified a settlement date for such Second Amendment Prepayment Offer of not later than the Second Amendment Effective Date and (ii) on or prior to the Second Amendment Effective Date; (c) Certified copies , the Borrowers shall have settled the Second Amendment Prepayment Offer in accordance with Section 2.22 of the resolutions Credit Agreement (as amended hereby) and prepaid (or shall prepay substantially concurrently with the effectiveness of this Second Amendment) at an amount not less than the Board principal amount of Directors of the Borrower approving this Amendment and Term Loans of all documents evidencing other necessary corporate action Lenders accepting such Second Amendment Prepayment Offer in an aggregate principal amount not exceeding the Second Amendment Prepayment Offer Amount (such settlement and governmental approvalsprepayment, the “Second Amendment Prepayment”), the Second Amendment Prepayment Premium on such prepaid Term Loans and all accrued and unpaid interest, if any, with respect on such prepaid Term Loans up to this the settlement date of such prepayment, which Second Amendment Prepayment and the other Loan Documents; (d) A certificate payment of such Second Amendment Prepayment Premium and of accrued and unpaid interest relating thereto may be funded with the cash proceeds of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Permitted Holdings Unsecured Second Amendment and the other documents to be delivered hereunder or thereunder; and (e) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C to the Credit Agreement and as to such other matters as any Lender through the Paying Agent may reasonably request.Debt;

Conditions of Effectiveness. This The effectiveness of this Amendment shall become effective as (including the amendments contained in Section 1 and agreements contained in Section 2) are subject to the satisfaction (or waiver) of the date first above written following conditions (the date of satisfaction of such conditions being referred to herein as the “First Amendment Effective Date”): (a) when, and only when, the Paying Agent this Amendment shall have received counterparts of this Amendment been duly executed by the Borrower and all of the Lenders orAdministrative Agent (which may include a copy transmitted by facsimile or other electronic method), as to any of the Lenders, advice satisfactory and delivered to the Paying Agent that such Lender has executed this Amendment Administrative Agent, and the Paying Administrative Agent shall have additionally received all Lender Consents from Lenders holding more than 50% of the following documents, each such document sum of the (unless otherwise specifiedx) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory Total Outstandings immediately prior to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender: (a) A certificate signed by a duly authorized officer of the Borrower, dated the First Amendment Effective Date, stating that: Date and (iy) The representations and warranties contained in Section 4.01 of aggregate unused Revolving Credit Commitments immediately prior to the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a Default; (b) The Consent attached hereto, duly executed by each Guarantor existing on the First Amendment Effective Date; (b) the Administrative Agent shall have received: (i) a certificate signed by a Responsible Officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, certifying (A) as to the satisfaction of the conditions set forth in paragraphs (c) Certified copies and (d) of this Section 3 and (B)(I) each of the resolutions certificate of formation and the Board of Directors limited liability company agreement of the Borrower approving either (x) has not been amended since the Closing Date or (y) is attached as an exhibit to such certificate and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (II)(x) the written consents of the Borrower’s governing body authorizing the execution, delivery, performance of, and amendments to, the Credit Agreement have not been modified, rescinded or amended since the Closing Date and are in full force and effect on the First Amendment Effective Date without amendment, modification or rescission, and (III) as to the incumbency and genuineness of the signature of the officers or other authorized signatories of the Borrower, executing this Amendment; (ii) a certificate as of a recent date of the good standing of the Borrower under the laws of its jurisdiction of organization from the relevant authority of its jurisdiction of organization; and (iii) all documentation and other information from each Loan Party reasonably requested by the Administrative Agent (on behalf of any Lender as of the First Amendment Effective Date) in writing at least three Business Days in advance of the First Amendment Effective Date, which documentation or other information is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (c) no Default or Event of all documents evidencing other necessary corporate action Default has occurred and governmental approvals, if any, with respect is continuing both before and immediately after giving effect to this Amendment and the other Loan Documentstransactions contemplated hereby; (d) A certificate of the Secretary or an Assistant Secretary representations and warranties of the Borrower certifying set forth in Section 4 of this Amendment are true and correct; (e) all fees and expenses required to be paid by (or on behalf of) the names and true signatures Borrower to the Administrative Agent (including pursuant to Section 11.04 of the officers Credit Agreement), any arranger pursuant to any written agreement with the Borrower and the Lenders on or before the First Amendment Effective Date shall have been paid in full in cash (and in the case of expenses, to the extent invoiced at least three Business Days prior to the First Amendment Effective Date); (f) The Replacement Lender shall have executed and delivered the Master Assignment contemplated by Section 2 above and all conditions to the consummation of the assignments in accordance with Section 2 above shall have been satisfied and such assignments shall have been consummated; (g) The Borrower authorized shall have, substantially concurrently with the effectiveness of this Amendment, paid to sign this Amendment each Non-Continuing Term B Lender and each Non-Consenting Term B Lender all accrued and unpaid interest and fees and other amounts payable to such Lender under any Loan Document with respect to the Term B Loans assigned by such Lender under Section 2 above (other than principal paid to such Lender under Section 2 above), if any, then due and owing to such Lender under the Credit Agreement and the other documents Loan Documents (immediately prior to be delivered hereunder or thereunderthe effectiveness of this Amendment); and (eh) A favorable opinion the Administrative Agent shall have received payment from or on behalf of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel the Borrower for the Borroweraccount of each Continuing Lender and the Replacement Lender, substantially of a consent fee for each such Lender in an amount equal to 0.25% of the form aggregate principal amount of Exhibit C to the Credit Agreement and Term B Loans of such Lender as to such other matters as any Lender through of the Paying Agent may reasonably requestFirst Amendment Effective Date.

Conditions of Effectiveness. This First Amendment shall become be effective as of the date first above written written, subject to the following: (the “Amendment Effective Date”a) when, and only when, the Paying Agent The Administrative Lender shall have received counterparts of this First Amendment executed by each Lender; (b) The Administrative Lender shall have received counterparts of this First Amendment executed by the Borrower and all of by each Guarantor; (c) The Administrative Lender shall have received a Subsidiary Guaranty executed by Dataflex; (d) The Borrower shall have pledged to the Lenders orAdministrative Lender, as to any for the benefit of the Lenders, advice satisfactory to as additional security for the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received Obligations, all of the following documentsissued and outstanding capital stock and other indicia of ownership, each such document whether now existing or hereafter arising, of the Acquisition Subsidiary, pursuant to documentation acceptable to the Administrative Lender; (unless otherwise specifiede) dated The Administrative Lender shall have received the date of receipt thereof Replacement Notes, executed by the Paying Agent Borrower; (unless otherwise specifiedf) and in sufficient copies for each LenderThe Administrative Lender shall have received indorsement(s), in form and substance satisfactory acceptable to the Paying Agent Administrative Lender, to the existing mortgagee title policy in favor of the Administrative Lender and the Lenders, covering the Borrower's Corporate Headquarters, confirming that the Lien in favor of the Administrative Lender and the Lenders, and such existing mortgagee title policy, with respect to the Borrower's Corporate Headquarters cover the Replacement Facility B Notes and that neither such Lien nor such mortgagee title policy are adversely affected by the execution and delivery of such Replacement Facility B Notes; (unless otherwise specifiedg) Prior to the consummation of the transactions contemplated by the Dataflex Acquisition Documents, the Administrative Lender shall have received such corporate resolutions, opinions, certificates and other information, documents and papers as the Administrative Lender shall have reasonably requested, in each case, executed by all necessary or appropriate parties and in sufficient copies for each form and substance acceptable to the Administrative Lender: (a) A certificate signed by a duly authorized officer of the Borrower, dated the Amendment Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a Default; (bh) The Consent attached hereto, duly executed transactions contemplated by each Guarantor existing on the Amendment Effective Date; (c) Certified copies Dataflex Acquisition Documents shall have been consummated in accordance with the terms and provisions of the resolutions Dataflex Acquisition Documents, to the reasonable satisfaction of the Board of Directors of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the other Loan Documents; (d) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder or thereunder; and (e) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C to the Credit Agreement and as to such other matters as any Lender through the Paying Agent may reasonably requestAdministrative Lender.

Conditions of Effectiveness. This Amendment 3.1 The limited consent set forth in Article I shall become effective as of the date first above written when, and only when, the Agent shall have received an executed counterpart of this Consent and Amendment from the Lenders constituting the Majority Banks under the Facility Agreement and from the Borrower and the Guarantor. 3.2 The amendments set forth in Article II hereof shall become effective as of the date (the “Amendment Effective Date”) when, and only when, each of the Paying following conditions precedent shall have been satisfied: (a) The Agent shall have received counterparts an executed counterpart of this Consent and Amendment executed by from the Lenders constituting the Majority Banks under the Facility Agreement and from the Borrower and all the Guarantor; (b) The Merger shall have been consummated substantially simultaneously with the Amendment Effective Date in accordance with the terms of the Lenders or, as Merger Agreement in all material respects and without giving effect to any modifications, amendments, consents or waivers of the Lenders, advice satisfactory terms of the Merger Agreement that are material and adverse to the Paying Lenders or the Agent that as reasonably determined by the Agent, without the prior consent of the Majority Banks (such Lender has executed this Amendment and the Paying consent not to be unreasonably withheld, delayed or conditioned); (c) The Agent shall have additionally received all an executed Guaranty from RenRe Holdings in substantially the form attached hereto as Exhibit A (the “RenRe Holdings Guaranty”); (d) The Agent shall have received a certificate, signed by an officer of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each LenderGuarantor, in form and substance reasonably satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender: (a) A certificate signed by a duly authorized officer of the BorrowerAgent, dated the Amendment Effective Date, stating that: certifying that (i) The all representations and warranties of the Borrower and the Guarantor contained in Section 4.01 of the Credit Agreement, as amended hereby, Facility Agreement and the other Finance Documents (including the representations and warranties set forth in Article IV hereof) are true and correct on and as of the Amendment Effective Date; and , immediately after giving effect to this Consent and Amendment (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date), and (ii) No event no Default or Event of Default has occurred and is continuing that constitutes a Default; (b) The Consent attached hereto, duly executed by each Guarantor existing on as of the Amendment Effective Date, immediately after giving effect to this Consent and Amendment; (ce) Certified copies All material governmental authorizations and approvals necessary in connection with the consummation of the resolutions Merger shall have been obtained and shall remain in effect and shall not impose any restriction or condition materially adverse to the Agent or the Lenders; and no law or regulation shall be applicable that seeks to enjoin, restrain, restrict, set aside or prohibit, or impose materially adverse conditions upon, the consummation of the Board of Directors Merger; and all third-party consents necessary in connection with the consummation of the Borrower approving this Amendment Merger shall have been obtained and of all documents evidencing other necessary corporate action and governmental approvals, if any, remain in effect (except for any third-party consents that are not material or with respect to this Amendment and which the other Loan Documents; (d) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized failure to sign this Amendment and the other documents to be delivered hereunder or thereunderobtain such consents would not result in a Material Adverse Effect); and (ef) A favorable opinion The Borrower and the Guarantor shall have paid all reasonable out-of-pocket costs and expenses of Xxxx X. Xxxxxxxthe Lenders in connection with the preparation, Senior Vice Presidentnegotiation, Secretary execution and General Counsel delivery of this Consent and Amendment (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Borrower, substantially in the form of Exhibit C to the Credit Agreement and as to such other matters as any Lender through the Paying Agent may reasonably requestwith respect thereto).

Conditions of Effectiveness. This All provisions of this Sixth Amendment shall become be effective as upon satisfaction of, or completion of, the following: (a) the Administrative Agent shall have received evidence satisfactory to it that the Borrower shall have received no less than $150,000,000 in Net Cash Proceeds from the issuance of the date first above written 2017 Senior Convertible Notes (after taking into account the “Amendment Effective Date”amount of any Equity Interest Repurchases made with any proceeds from such issuance), which Net Cash Proceeds shall be concurrently applied as required pursuant to Section 2.05(a)(ii) when, and only when, of the Paying Credit Agreement; (b) the Administrative Agent shall have received counterparts of this Sixth Amendment executed by Lenders comprising the Required Lenders; (c) the Administrative Agent shall have received counterparts of this Sixth Amendment executed by the Borrower and all acknowledged by each Guarantor; (d) the representations and warranties set forth in Section 2 of this Sixth Amendment shall be true and correct; (e) the Lenders or, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Administrative Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lenderreceived, in form and substance satisfactory to the Paying Administrative Agent (unless otherwise specified) and in sufficient copies for each Lender:its counsel, such other documents, certificates and instruments as the Administrative Agent shall require; (af) A certificate signed by a duly authorized officer all fees and expenses of Xxxxxxxx PC, counsel to the BorrowerAdministrative Agent, dated the Amendment Effective Date, stating that: (i) The representations and warranties contained shall have been paid in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Dateimmediately available funds; and (iig) No event has occurred the Administrative Agent shall have received in immediately available funds for the account of each Lender executing this Sixth Amendment an amount equal to the product of (a) 0.10% and is continuing that constitutes a Default; (b) The Consent attached hereto, duly executed by the sum of (i) the amount of each Guarantor existing on Lender’s Revolving Commitment after giving effect to the reduction thereof pursuant to this Sixth Amendment Effective Date; plus (cii) Certified copies the outstanding principal amount of the resolutions Term Loan owed to each Lender after giving effect to any prepayment of the Board of Directors Term Loans with the proceeds of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the other Loan Documents; (d2017 Senior Convertible Notes referenced in Section 3(a) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder or thereunder; and (e) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C to the Credit Agreement and as to such other matters as any Lender through the Paying Agent may reasonably requestabove.

Conditions of Effectiveness. This The effectiveness of this Amendment is subject to the conditions precedent that: (a) the Administrative Agent shall become effective as have received counterpart signature pages of this Amendment duly executed by the Borrowers, each of the date first above written (Lenders required pursuant to Section 12.07 of the “Amendment Effective Date”) when, and only whenCredit Agreement, the Paying Swingline Lender, each Issuing Bank and the Administrative Agent; (b) the Administrative Agent shall have received counterparts of this Amendment the Consent and Reaffirmation attached as Exhibit A hereto duly executed by the Borrower Guarantors (the “Consent and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender: (a) A certificate signed by a duly authorized officer of the Borrower, dated the Amendment Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a Default; (b) The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective DateReaffirmation”); (c) Certified copies the Administrative Agent shall have received (i) counterparts of the resolutions Joinder Agreement attached as Exhibit B hereto duly executed by the existing Borrowers, GGP Cumulus, GGP Nimbus and the Administrative Agent (the “Joinder”) and (ii) a joinder to the Guaranty in the form attached thereto duly executed by GGP LLC (the “Guaranty Joinder”); (d) the Administrative Agent shall have received the instruments, certificates and documents set forth in Sections 5.01(v) through (x) and (xvii) of the Board Credit Agreement in respect of Directors GGP Cumulus and GGP Nimbus, each in its capacity as a Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, in each case dated as of the Borrower approving date of this Amendment Amendment, all in form and substance reasonably acceptable to the Administrative Agent; (e) to the extent any Note shall have been issued to any Lender on or prior to the date of all documents evidencing other necessary corporate action this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and governmental approvalsGGP Nimbus); provided, however, that (i) such replacement Notes shall not be required unless and until such time as the relevant Lender has returned its original Note to the Administrative Agent (or its counsel) for concurrent cancellation with the issuance of such replacement Note (and the Partnership shall have received confirmation thereof) and (ii) to the extent such Notes have not been returned as described in clause (i), no such replacement Notes shall constitute a condition to the effectiveness of this Amendment; and (f) the Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates actual reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced prior to the date of this Amendment, the actual reasonable and documented out-of-pocket fees and expenses of one counsel for the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole (and, if anynecessary, one local counsel in any relevant material jurisdiction to such Persons, taken as a whole)) in connection with respect to this Amendment and the other Loan Documents; (d) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder or thereunder; and (e) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C to the Credit Agreement and as to such other matters as any Lender through the Paying Agent may reasonably request.

Conditions of Effectiveness. This Amendment shall become be effective as of December 7, 1999, so long as each of the date first above written following conditions precedent shall have been satisfied: (a) the “Amendment Effective Date”) when, and only when, the Paying Administrative Agent shall have received receive counterparts of (i) this Amendment and (ii) the Waiver and Fifth Amendment to Term Credit Agreement, each executed by the Required Lenders (as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each Guarantor; (b) the Administrative Agent shall receive counterparts of the First Amendment to Intercreditor Agreement, executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, executed by the Borrower and all Bank of America, N.A., extending the maturity of the Lenders or, as Overline Facility to any the end of the Lenders, advice satisfactory Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Paying Agent that Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such Lender has executed holder or holders) of the first lien; (e) the representations and warranties set forth in Section 11 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Paying Agent shall have additionally received all of the following documentsAdditional Security Documents, each such document (unless otherwise specified) dated including legal and other professional fees and expenses incurred on or prior to the date of receipt thereof this Amendment by Administrative Agent or any Lender, including, without limitation, the Paying reasonable fees and expenses of Winstead Xxxxxxxx & Xxxxxx P.C., Xxxxxxx Xxxxxxx & Xxxxxxx and PricewaterhouseCoopers, shall have been paid; (g) retainers in the amount of $50,000 for Winstead Xxxxxxxx & Xxxxxx P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999; and (unless otherwise specifiedi) and in sufficient copies for each Lenderthe Administrative Agent shall receive, in form and substance satisfactory to the Paying Administrative Agent (unless otherwise specified) and in sufficient copies for each Lender: (a) A certificate signed by a duly authorized officer of the Borrowerits counsel, dated the Amendment Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a Default; (b) The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective Date; (c) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the other Loan Documents; (d) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder or thereunder; and (e) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C to the Credit Agreement and as to such other matters documents, certificates and instruments as any Lender through the Paying Administrative Agent may shall reasonably requestrequire.

Conditions of Effectiveness. This (a) Section 2 of this Amendment shall become effective as of the date first above written (the “Amendment Effective Date”) when, and only when, the Paying Agent shall have received counterparts of this Amendment executed by the Borrower and all of the Majority Lenders or, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying consent attached hereto executed by each Guarantor, (b) Sections 1 and 4 of this Amendment shall become effective as of the date first above written, after the satisfaction of the condition set forth in Section 5(a) above, when and only when (i) the Borrower shall have issued the Subordinated Notes (2000) and (ii) the Borrower shall have paid (x) all accrued fees and expenses of the Lead Arranger (including reasonable fees and expenses of counsel to the Lead Arranger) and (y) an amendment fee equal to 0.125% of the aggregate Commitments of the Lenders that consent to the effectiveness of this Amendment. (c) Section 3 of this Amendment shall become effective, after the satisfaction of the conditions set forth the Sections 5(a) and (b) above, on and as of the date upon which the Borrower, in its sole discretion, shall have prepaid in full the Term A Loans outstanding on the date of this Amendment and which the Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender: (a) A certificate signed by a duly authorized officer of the Borrower, dated the Amendment Effective Date, stating thatfollowing: (i) The representations and warranties contained in Section 4.01 counterparts of this Amendment executed by Term A Lenders indicating their consent to renew or extend at least $50,000,000 of the Credit Agreement, as amended hereby, are correct Term A Commitments in effect on and as of the Amendment Effective Date; anddate hereof, (ii) No event has occurred and is continuing that constitutes a Default; (bA) The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective Date; (c) Certified certified copies of the resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving this Amendment the Term A Facility and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect the corresponding modifications to this Amendment and the other Loan Documents; Agreement, (dB) Term A certificate of the Secretary or an Assistant Secretary of Notes duly executed by the Borrower certifying the names payable to each Term A Lender in a principal amount equal to such Lender's Term A Commitment and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder or thereunder; and (eC) A favorable an opinion of Xxxx X. XxxxxxxWinsxxxx Xxxhxxxx & Xinixx X.X., Senior Vice President, Secretary and General Counsel counsel for the Borrower, substantially in the form of Exhibit C and substance satisfactory to the Lead Arranger, (iii) written notice from the Borrower of the Term A Reset Date, and (iv) payment of a commitment fee equal to 0.375% of the aggregate Term A Commitments of the Term A Lenders that agree to extend their Term A Commitments. This Amendment is subject to the provisions of Section 9.1 of the Existing Credit Agreement and as to such other matters as any Lender through the Paying Agent may reasonably requestAgreement.

Conditions of Effectiveness. This Amendment shall become effective as of on the date first above written Business Day (the “Third Amendment Effective Date”) whenon which (x) Lender has delivered an executed counterpart of this Amendment to Borrower, (y) Lender has received all of the following documents and only when, the Paying Agent shall have received counterparts payments: (i) two copies of this Amendment executed by the Borrower and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender: (a) A certificate signed by a duly authorized officer of the Borrower, dated the Amendment Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and; (ii) No event has occurred two copies of a Joinder and is continuing that constitutes a DefaultConfirmation of Guarantor Documents executed by the Guarantors and Psyop Holdings (the “Confirmation”); (biii) The Consent attached two copies of a Subordination Agreement in the form of Exhibit A hereto, duly executed by each Guarantor existing on Borrower and Seller (the Amendment Effective Date“Subordination Agreement”); (civ) Certified two copies of a Pledge Amendment executed by Borrower (the resolutions of the Board of Directors of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the other Loan Documents“Pledge Amendment”); (dv) A two copies of an Acknowledgment of Pledge executed by Psyop Holdings (the “Pledge Acknowledgment”); (vi) a certificate of the Secretary or an Assistant Secretary of Borrower, which shall certify (a) resolutions of the managers of Borrower certifying evidencing approval of this Amendment, the Subordination Agreement and the Pledge Amendment (the “Borrower Documents”) and authorizing the execution and delivery of the same; (b) the names and true signatures of the officers of the Borrower authorized to sign the Borrower Documents; and (c) that there has been no change to the Organizational Documents of Borrower since December 10, 2016; (vii) a certificate of the Secretary of each Guarantor, which shall certify (a) resolutions of the managers of each Guarantor evidencing approval of the Confirmation and authorizing the execution and delivery of the same; (b) the names and true signatures of the officers of such Guarantor authorized to sign the Confirmation; and (c) that there has been no change to the Organizational Documents of such Guarantor since December 10, 2016; (viii) a certificate of a Director of Psyop UK, which shall certify (a) resolutions of the governing body of Psyop UK evidencing approval of the Loan Note Instrument and authorizing the execution and delivery of the same; (b) the names and true signatures of the officers of Psyop UK authorized to sign the Loan Note Instrument; and (c) true, correct and complete copies of the Organizational Documents of Psyop UK; (ix) a certificate of the Secretary of Psyop Holdings, which shall certify (a) resolutions of the board of directors of Psyop Holdings evidencing approval of the Confirmation and the Pledge Acknowledgment and authorizing the execution and delivery of the same; (b) the names and true signatures of the officers of Psyop Holdings authorized to sign the Confirmation and the Pledge Acknowledgment; and (c) true, correct and complete copies of the Organizational Documents of Psyop Holdings; (x) the certificate(s) evidencing all of the capital stock in Psyop Holdings owned by Borrower together with an undated stock power, duly executed in blank and in form and substance reasonably satisfactory to Lender; and (xi) payment from Borrower of all costs and expenses incurred by Lender in connection with the drafting, negotiation, execution and implementation of this Amendment and the other documents referred to herein. If and to the extent Lender has not received at least the requisite number of originals of the documents set forth in clauses (i) through (ix) above on the Third Amendment Effective Date, Borrower shall cause such originals to be delivered hereunder to Lender or thereunder; and (e) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C to the Credit Agreement and as to such other matters as any Lender through the Paying Agent may reasonably requestits counsel within three Business Days thereafter.

Conditions of Effectiveness. This Amendment The obligations of the 2021 Incremental Term Lenders to make 2021 Incremental Term Loans under the Amended Credit Agreement, the Incremental Amendments and the Required Lender Amendments shall become effective as of the first date first above written (the “First Amendment Effective Date”) whenon which the applicable conditions set forth below shall have been satisfied (or waived by the 2021 Incremental Term Lenders or the Required Lenders, and only when, the Paying as applicable): (a) The Administrative Agent shall have received counterparts of (i) this Amendment executed by the Borrower Borrower, the Administrative Agent and all (x) in the case of the Incremental Amendments, the 2021 Incremental Term Lenders or, as to any and (y) in the case of the LendersRequired Lender Amendments, advice satisfactory the Required Lenders (after giving effect to the Paying Agent that such Lender has executed this Amendment 2021 Incremental Term Loans), and the Paying Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender: (a) A certificate signed by a duly authorized officer of the Borrower, dated the Amendment Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred the Guarantor Consent and is continuing that constitutes a DefaultReaffirmation attached hereto (the “Guarantor Consent”) executed by each Guarantor; (b) The Consent Administrative Agent shall have received a customary legal opinion from Ropes & Xxxx LLP, counsel to the Loan Parties; (c) The Administrative Agent shall have received, with respect to each Loan Party, certificates of good standing from the secretary of state of the state of organization of each Loan Party (to the extent such concept exists in such jurisdiction), customary certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the Organizational Documents attached hereto, duly executed by each Guarantor existing thereto (or certifying that such Organizational Documents delivered pursuant to Section 4.01(1)(d) of the Credit Agreement on the Closing Date have not been amended, restated, modified or otherwise supplemented) and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the Guarantor Consent; (d) The Administrative Agent shall have received a certificate of a Responsible Officer certifying that (i) the conditions in clauses (f) and (g) of this Section 5 have been satisfied, and (ii) the First Lien Net Leverage Ratio for the Test Period most recently ended, calculated on a pro forma basis in accordance with Section 2.14 of the Credit Agreement (including, for the avoidance of doubt, giving effect to the second proviso at the end of Section 2.14(4) of the Credit Agreement) after giving effect to the incurrence of the 2021 Incremental Term Loans on the First Amendment Effective Date, does not exceed 4.75 to 1.00; (e) The Administrative Agent shall have received a solvency certificate from a Financial Officer of Holdings (after giving effect to the Transactions) based on and consistent with the form attached to the Credit Agreement as Exhibit I; (f) The representations and warranties of the Borrower contained in Section 6, in Article V of the Credit Agreement or any other Loan Document shall be true and correct in all material respects on and as of the date hereof after giving effect to the Transactions; provided, that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (g) Immediately after giving effect to this Amendment, no Event of Default shall exist after giving effect to the making of the 2021 Incremental Term Loans; (h) The Administrative Agent shall have received a Committed Loan Notice no later than 1:00 p.m., New York time, one (1) Business Day prior to the First Amendment Effective Date; (ci) Certified copies The Borrower shall have paid all reasonable and documented out-of-pocket expenses of the resolutions Administrative Agent (including, without limitation, the Attorney Costs of the Board of Directors Administrative Agent to the extent provided for in Section 10.04 of the Borrower approving Credit Agreement) incurred in connection with this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect invoiced pursuant to this a detailed line item invoice at least three (3) Business Days (unless otherwise agreed by the Borrower) prior to the First Amendment and the other Loan DocumentsEffective Date; (dj) A The Borrower shall have paid all fees required to be paid pursuant to the engagement letter, dated as of February 3, 2021, by and among the Borrower and the Amendment No. 1 Arrangers; (k) The Administrative Agent and the 2021 Incremental Term Lenders shall have received (i) at least one (1) Business Day prior to the First Amendment Effective Date all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations (including the USA PATRIOT Act) that has been reasonably requested in writing at least five (5) Business Days prior to the First Amendment Effective Date, and (ii) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a certificate regarding beneficial ownership required by the Beneficial Ownership Regulation (the “Beneficial Ownership Certificate”) in relation to the Borrower to the extent requested by such Person in writing at least five (5) Business Days prior to the First Amendment Effective Date; (l) Substantially concurrently with the effectiveness of this Amendment on the First Amendment Effective Date, all accrued and unpaid interest on all Term Loans outstanding immediately prior to the First Amendment Effective Date to, but not including, the First Amendment Effective Date, shall have been paid to the Administrative Agent for the benefit of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder or thereunderLenders; and (em) A favorable opinion The Administrative Agent shall have received evidence, including recent UCC, tax and judgment lien searches from the jurisdiction of Xxxx X. Xxxxxxxformation and jurisdiction of the chief executive office of each Loan Party, Senior Vice Presidentthat none of the Collateral is subject to any Liens (other than Liens permitted under Section 7.01 of the Amended Credit Agreement). For purposes of determining compliance with the conditions specified in this Section 5, Secretary the Lenders party hereto shall be deemed to 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 or acceptable or satisfactory to such Lenders from and General Counsel for after the Borrower, substantially in making by the form 2021 Incremental Term Lenders of Exhibit C the 2021 Incremental Term Loans pursuant to Section 2.01(1)(b) of the Amended Credit Agreement and as to such other matters as any the effectiveness of the Required Lender through the Paying Agent may reasonably requestAmendments.

Conditions of Effectiveness. Section 2.1. This Amendment shall become effective as of the date first above written (the “Amendment No. 1 Effective Date”) when, and only when, upon satisfaction of the Paying Agent following conditions precedent: a. The Bank shall have received counterparts of this Amendment executed by the Borrower and all each of the Lenders or, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lenderfollowing, in form and substance satisfactory to the Paying Agent (unless otherwise specified) Bank and in sufficient copies for each Lenderits counsel: (a1) A certificate signed this Amendment and the amended and restated Revolving Credit Note executed by a duly authorized officer each Co-Borrower in favor of the BorrowerBank; (2) a certificate of the Secretary of Green, dated the Amendment Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment No. 1 Effective DateDate and certifying (A) that neither the Certificates of Incorporation nor the By-laws of Green has been amended since the date of their certification; and (iiB) No event has occurred that attached thereto is a true and is continuing that constitutes a Default; (b) The Consent attached hereto, duly executed complete copy of resolutions adopted by each Guarantor existing on the Amendment Effective Date; (c) Certified copies of the resolutions of the Board of Directors of Green authorizing the Borrower approving execution, delivery and performance of this Amendment and of all documents evidencing each other necessary corporate action and governmental approvals, if any, with respect Loan Document to this Amendment which it is a party and the other borrowings thereunder; and (C) the incumbency and specimen signature of each officer of Green executing each Loan DocumentsDocument to which Green is a party and any certificates or instruments furnished pursuant hereto, and a certification by another officer of Green as to the incumbency and signature of the Secretary, and together with certified copies of the Certificate of Incorporation and By-laws of Green; (d3) A a certificate of good standing for Green from the Secretary of the State of Delaware dated as of a recent date and a certificate of authorization to do business for Green from the Secretary of the State of Ohio; (4) a certificate of the Secretary or an Assistant Secretary of each of the Borrower Original Borrowers, dated as of the Amendment No. 1 Effective Date, certifying (A) the names and true signatures of the officers of the Borrower such entity authorized to sign this Amendment Amendment, the other Loan Documents and the any other documents to be delivered hereunder by such entity under this Amendment, (B) that attached thereto is a true and a complete copy of resolutions adopted by the Board of Directors authorizing the execution, delivery and performance of this Amendment and each other Loan Document to which it is a party and (C) that neither its Certificate of Incorporation nor By-laws have been amended since the Closing Date; (5) a certificate of a duly authorized officer of each of the Co-Borrowers, dated as of the Amendment No. 1 Effective Date, stating that the representations and warranties in Article 4 are true and correct on such date as though made on and as of such date and that no event has occurred and is continuing which constitutes a Default or thereunderEvent of Default; (A) a Security Agreement duly executed by Green together with UCC-1 financing statements in a form acceptable to the Bank for such jurisdictions as the Bank determines are necessary to perfect the liens created by the Security Agreement and (B) an amendment to Security Agreement duly executed by each Original Borrower; (7) an amendment to the Pledge Agreement, duly executed by P&F, with respect the pledge of the shares of Green held by P&F, along with share certificates evidencing such shares and stock powers executed in blank; (8) receipt of a copy of duly executed Asset Purchase Agreement and all documents and instruments executed in connection therewith, including but not limited to the Consulting Agreement, Escrow Agreement, Automobile Storage Lease and Xxxx of Sale; (9) combined projections for the Co-Borrowers and Green, for a period of five (5) years; (10) a pro forma balance sheet and income statements of P&F and its Subsidiaries (after giving effect to the Asset Purchase Agreement) demonstrating that the Co-Borrowers will be in compliance with the financial condition covenants contained in Section 7.12 of the Credit Agreement; (11) a favorable opinion of counsel for Green dated as of the Amendment No. 1 Effective Date with respect to the transactions contemplated hereby and pursuant to the Reimbursement Agreement; (12) a certificates of insurance from an independent insurance broker confirming the insurance required to be maintained pursuant to Section 6.01 of the Credit Agreement; (13) a schedule of all the lease agreements to which Green is a party (other than leases of real property, leases of motor vehicles and leases of equipment which do not require an annual lease expenditure in excess of $50,000) and the Bank shall have been satisfied with its review thereof or, in lieu thereof, a copy of each lease agreement shall be delivered to the Bank prior to the Amendment No. 1 Effective Date; (14) Receipt and satisfactory review by the Bank of all (A) documents with respect to any Plans of Green or Old Green (which are to be assumed by Green) and (B) material agreements of Green or Old Green (which are to be assumed by Green); (15) the Reimbursement Agreement duly executed by Green, and any other documents executed in connection with the foregoing; and (e16) A favorable opinion of Xxxx X. Xxxxxxxsuch other documents, Senior Vice Presidentinstruments, Secretary agreements, approvals, opinions and General Counsel for evidence as the Borrower, substantially Bank may reasonably require. b. All conditions precedent set forth in the form of Exhibit C Reimbursement Agreement shall have been satisfied and the transactions thereunder, including, but not limited to the issuance of the Green Letter of Credit, shall occur simultaneously with the consummation of the transactions contemplated by this Amendment. c. The indebtedness of Green to MidAmerican National Bank & Trust Co. shall have been paid in full simultaneously with the consummation of the transactions contemplated by this Amendment and all existing documentation with respect to said indebtedness shall have been terminated. d. The assets to be acquired pursuant to the Asset Purchase Agreement shall be free and clear of all Liens, except those Liens permitted pursuant to Section 7.01 of the Credit Agreement and as to such other matters as any Lender through the Paying Agent may reasonably requestAgreement.

Conditions of Effectiveness. This Amendment and Waiver shall become effective as of the date first above written (the “Amendment Effective Date”) when, and only when, on or before 5:00 p.m. (New York City time) on September 29, 1998, the Paying following conditions precedent shall have been satisfied; (x) no Default shall have occurred and be continuing at such time (after giving effect to the waiver set forth in Section 2) and (y) the Administrative Agent shall have received (a) counterparts of (i) this Amendment and Waiver executed by the Borrower and all of the Required Lenders or, as to any of the Lenders, advice satisfactory to the Paying Administrative Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) Waiver and in sufficient copies for each Lender, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender: (a) A certificate signed by a duly authorized officer of the Borrower, dated the Amendment Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a Default; the consent attached hereto executed by each Loan Party (other than the Borrower), (b) The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective Date; (c) Certified certified copies of the resolutions of the Board of Directors of the Borrower and each other Loan Party approving this Amendment and Waiver and the transactions contemplated hereby and of all documents evidencing other necessary corporate action and governmental approvalsand other third party approvals and consents, if any, with respect to this Amendment and Waiver and the other transactions contemplated hereby, (c) a favorable opinion of Wachtell, Lipton, Rosen & Katz, special counsel for the Loan Documents; Parties, in form and substxxxx satxxxxctory to the Agents, and (d) A certificate an amendment fee for the account of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Lender approving this Amendment and the other documents to be delivered hereunder or thereunder; and (e) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel Waiver in an amount for the Borrower, substantially in the form of Exhibit C each such Lender equal to the product of (i) such Lender's Commitments (whether used or unused) and (ii) 0.25%. This Amendment and Waiver is subject to the provisions of Section 8.01 of the Credit Agreement and as to such other matters as any Lender through the Paying Agent may reasonably requestAgreement.

Conditions of Effectiveness. This Amendment Supplemental Indenture has been executed and delivered immediately prior to the effectiveness of the Partnership Merger; provided that, notwithstanding anything in this Supplemental Indenture to the contrary, this Supplemental Indenture shall become effective as to the Successor Issuer simultaneously with the effectiveness of the date first above written (Partnership Merger and effective as to the “Amendment Effective Date”) when, and only when, Successor Guarantor simultaneously with the Paying Agent shall have received counterparts of this Amendment executed by the Borrower and all effectiveness of the Lenders orParent Merger; provided, as to any of the Lendershowever, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lenderthat: (a) A certificate signed the Trustee shall have executed a counterpart of this Supplemental Indenture and shall have received one or more counterparts of this Supplemental Indenture executed by a duly authorized officer of the BorrowerIssuer, dated the Amendment Effective DateParent, stating that: (i) The representations the Successor Issuer and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a DefaultSuccessor Guarantor; (b) The Consent attached hereto, the Successor Issuer shall have duly executed by each Guarantor existing on and filed a certificate of merger with the Amendment Effective DateSecretary of State of the State of Delaware in connection with the Partnership Merger and the effective time of the Partnership Merger established under such certificate shall have occurred; (c) Certified copies the Parent and the Successor Guarantor shall have duly executed and filed articles of merger with the Maryland State Department of Assessments and Taxation in connection with the Parent Merger, such articles of merger shall have been accepted for record by the Maryland State Department of Assessments and Taxation and the effective time of the resolutions Parent Merger established under such articles shall have occurred. In addition, concurrently with the execution and delivery of this Supplemental Indenture, the Trustee acknowledges that it has received (x) an Officers’ Certificate from each of the Board Parent (on behalf of Directors itself and on behalf of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment Issuer) and the other Loan Documents; Successor Guarantor (d) A certificate on behalf of itself and on behalf of the Secretary or an Assistant Secretary Successor Issuer) stating that (i) the Mergers comply with Article X of the Borrower certifying Indenture and that all conditions precedent therein provided for relating to the names Mergers have been complied with and true signatures (ii) this Supplemental Indenture complies with the requirements of Article IX of the officers Indenture and is authorized and permitted by the Indenture and (y) an Opinion of Counsel stating that (i) the Mergers comply with Article X of the Borrower authorized to sign this Amendment Indenture and the other documents to be delivered hereunder or thereunder; and (e) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel that all conditions precedent therein provided for the Borrower, substantially in the form of Exhibit C relating to the Credit Agreement Mergers have been complied with and as to such other matters as any Lender through (ii) this Supplemental Indenture complies with Article IX of the Paying Agent may reasonably requestIndenture and is authorized and permitted by the Indenture.

Conditions of Effectiveness. This Amendment shall become effective as of the date first above written (the “Amendment Effective Date”) when, and only when, the Paying Agent Bank shall have received counterparts of this Amendment executed by the Borrower and all of the Lenders orJLM Domestic Entities, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment MacDonald and the Paying Agent Bank, and Sections 1, 2 and 3 hereof shall become effective when, and only when, the Bank shall have additionally received all of the following documents, each such document (unless otherwise specifiedindicated) being dated the date of receipt thereof by the Paying Agent Bank (unless otherwise specified) and in sufficient copies which date shall be the same for each Lenderall such documents), in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each LenderBank: (a) A certificate signed by a duly authorized officer The Amended and Restated Promissory Note in the form of the Borrower, dated the Amendment Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a Default;Exhibit A1 hereto. (b) The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective Date; (c) Certified copies of (i) the resolutions of the Board of Directors of the Borrower each JLM Domestic Entity approving this Amendment and of the matters contemplated hereby and (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the other Loan Documents;matters contemplated hereby. (dc) A certificate of the Secretary or an Assistant Secretary of the Borrower each JLM Domestic Entity certifying the names and true signatures of the officers of the Borrower such JLM Domestic Entity authorized to sign this Amendment and the other documents to be delivered hereunder or thereunder; andhereunder. (d) A consent in the form appended hereto as Annex I (the "Consent"), executed by JLM Canada. (e) Certified copies of (i) the resolutions of the Board of Directors of JLM approving the Consent and the matters contemplated hereby and thereby and (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Consent and the matters contemplated hereby. (f) A certificate of the Secretary or an Assistant Secretary of JLM Canada certifying the names and true signatures of the officers of JLM Canada authorized to sign the Consent. (g) A favorable opinion of Xxxx X. XxxxxxxJohn Xxxxx Xxxte, Senior Vice President, Secretary and General Counsel counsel for the BorrowerJLM Domestic Entities and MacDonald, substantially to the effect that this Amendment has been duly authorized, executed and delivered by the JLM Domestic Entities and MacDonald, and that the amended and restated Revolving Credit Note has been duly authorized, executed and delivered by JLM Marketing, Inc., and such instruments constitute the legal, valid and binding obligations of such parties, enforceable against such parties in accordance with their respective terms, and confirming the form opinion of Exhibit C such counsel furnished on June 15, 1994 pursuant to Section 4.01 (n) of the Credit Agreement, with references therein to the Credit Agreement to mean the Credit Agreement as amended by this Amendment. (h) A favorable opinion of Brans, Lehun, Baldxxx & Xhampagne, counsel for JLM Canada, to the effect that the Consent has been duly authorized, executed and delivered by JLM Canada and constitutes the legal, valid and binding obligation of JLM Canada, enforceable against JLM Canada in accordance with its terms, and confirming the opinion of such counsel furnished on June 15, 1994 pursuant to Section 4.01(n) of the Credit Agreement, with references therein to the Credit Agreement to mean the Credit Agreement as amended by this Amendment. (i) A certificate signed by a duly authorized officer of each JLM Domestic Entity stating that: (i) The representations and warranties contained in Section 5 hereof are correct on and as to of the date of such other matters certificate as any Lender through the Paying Agent may reasonably requestthough made on and as of such date, and (ii) No event has occurred and is continuing which constitutes a Default or Event of Default.

Conditions of Effectiveness. (a) This Amendment shall become effective as of the date first above written (the “Amendment Effective Date”) when, and only when, the Paying Administrative Agent shall have received (x) counterparts of this Amendment executed by the Borrower Borrower, the Required Lenders and all of the Lenders each Affected Lender, or, as to any of the Lenders, advice satisfactory to the Paying Administrative Agent that such Lender has executed this Amendment and (y) for the Paying ratable account of the Lenders, 1/10% of the sum of the Term A Advances, the Term B Advances, the Acquisition Commitments and the Working Capital Commitments as such Advances and Commitments shall be outstanding immediately prior to the effectiveness of this Amendment (i.e. $260,000). The effectiveness of this Amendment is conditioned upon the accuracy of the factual matters described herein. This Amendment is subject to the provisions of Section 9.01 of the Credit Agreement. (b) This Amendment shall be null and void and of no effect if, on or before April 23, 1997 (or such later date before July 15, 1997 as the Affected Lenders may consent to in writing), the following conditions shall not have been satisfied: (1) The Administrative Agent shall not have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Administrative Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Paying Administrative Agent (unless otherwise specified) and in sufficient copies for each Lender: (a) A certificate signed by a duly authorized officer of the Borrower, dated the Amendment Effective Date, stating that:): (i) The representations and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a Default; (b) The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective Date; (c) Certified copies of (x) the resolutions of the Board of Directors of (A) the Borrower approving this Amendment Amendment, the Collateral Documents, amendments or supplements thereto contemplated hereby and the matters contemplated hereby and thereby and (B) each other Loan Party evidencing approval of the Consent, the Collateral Documents, amendments or supplements thereto contemplated hereby and the matters contemplated hereby and thereby and (y) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment Amendment, the Consent, the Collateral Documents, amendments or supplements thereto contemplated hereby and the other Loan Documentsmatters contemplated hereby and thereby; (dii) A certificate of the Secretary or an Assistant Secretary of the Borrower and each other Loan Party certifying the names and true signatures of the officers of the Borrower and such other Loan Party authorized to sign this Amendment Amendment, the Consent, the Collateral Documents, amendments or supplements thereto contemplated hereby to any of which they are or are to be a party and the other documents to be delivered hereunder or and thereunder; and; (eiii) Counterparts of a consent with respect to this Amendment No. 1, in form satisfactory to the Administrative Agent, executed by each of the Loan Parties (other than the Borrower); (iv) A favorable opinion of Xxxx X. XxxxxxxDrinker, Senior Vice PresidentXxxxxx & Xxxxx, Secretary and General Counsel counsel for the BorrowerLoan Parties, substantially in the form of Exhibit C to the Credit Agreement and as to such other matters as any Lender through the Paying Administrative Agent may reasonably request.; (v) A certificate signed by a duly authorized officer of the Borrower stating that:

Conditions of Effectiveness. This Amendment shall not become effective until each of the following has been satisfied: 3.1 Bank One, NA, as a Bank (in such capacity “Bank One”) and in its capacity as Agent, Fifth Third Bank (“Fifth Third”), as a Bank, shall have each entered into an Assignment Agreement in the form prescribed by the Credit Agreement, pursuant to the terms of which Bank One shall have assigned to Fifth Third an amount equal to 40% of Bank One’s Commitment under the Credit Agreement as of the date first above written (the “Amendment Effective Date”) whenhereof, and only when, the Paying Agent Loan Parties shall have received counterparts of this provided any required consent and acknowledgment with respect thereto. 3.2 This Amendment shall have been executed by the Borrower Loan Parties, the Agent, and all of the Lenders or, as to any of the Lenders, advice satisfactory Banks. 3.3 The Loan Parties shall furnish to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender: (a) A certificate signed by a duly authorized officer of the Borrower, dated the Amendment Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a Default; (b) The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective Date; (c) Certified certified copies of the resolutions of the Board of Directors or the members, as the case may be, of the Borrower Loan Parties approving this Amendment Amendment, and of all documents evidencing other necessary corporate action or company action, as the case may be, and governmental approvals, if any, with respect to this Amendment and the other Amendment. 3.4 The Loan Documents; (d) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder or thereunder; and (e) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C Parties shall furnish to the Credit Agreement and as to Agent such other matters approvals, opinions, or documents as any Lender through the Paying Agent may reasonably request. 3.5 The Loan Parties shall furnish to the Agent executed originals of the Amended and Restated Revolving Notes described in Section 1.6 hereof. 3.6 The Loan Parties shall furnish to the Agent executed originals of the Amended and Restated Term Notes described in Section 1.7 hereof. 3.7 The Loan Parties shall have entered into such amendments of the Subordination Agreements as shall be acceptable to the Agent so as to provide that (i) the stated maturity date of all Subordinated Debt shall occur not earlier than the Termination Date (as amended hereby), and (ii) except as otherwise provided in the Subordination Agreements as of the date of this Amendment, no holder of Subordinated Debt is entitled to receive any regularly scheduled payments of principal, interest or dividends or any other amount due with respect to the Subordinated Debt prior to the stated maturity of such Subordinated Debt, provided, however, that payment of interest with respect to the Xxxxxxx Xxxxx Subordinated Debt and the Replacement Notes may be made quarterly (on a calendar basis) in arrears commencing as of September 30, 2004 and continuing quarterly (on a calendar basis) thereafter, provided that the Fixed Charge Coverage Ratio as of the date of each such interest payment, beginning September 30, 2004, shall as of the date of such payment, be not less than 1.75 to 1, such ratio to be determined in each case in accordance with GAAP for the period of four consecutive calendar quarters of the Company then ending. For purposes of determining compliance with the Fixed Charge Coverage Ratio as set forth in this Section 3.7, each calculation shall include in the determination of the “sum” (as set forth in section (b)(ii) of the definition of Fixed Charge Coverage Ratio contained in the Credit Agreement”) the amount of any interest which has been actually paid by the Company during such 12 month period, or which is proposed to be paid with respect to the Xxxxxxx Xxxxx Subordinated Debt and the Replacement Notes as of the quarter end for which such Fixed Charge Coverage Ratio is then being tested 3.8 The Loan Parties shall have paid a participation fee solely to Fifth Third in the amount of $10,000. 3.9 The Loan Parties shall have paid the Agent’s Fees in accordance with Section 5.4 of the Credit Agreement, in the amount of $10,000.00. 3.10 The Loan Parties shall have paid all out of pocket fees and disbursements of the Agent, including all unpaid fees and disbursements of Xxxxxxxxx Xxxxxx PLLC due and owing as of the date of this Amendment.

Conditions of Effectiveness. This Amendment No. 3 shall become effective as upon satisfaction of the date first above written following conditions precedent: (the “Amendment Effective Date”a) when, and only when, the Paying Agent shall have received counterparts eight (8) copies of this Amendment No. 3 duly executed by the each Borrower and all each Lender; (b) Agent shall have received, for the pro rata benefit of the Lenders orbased upon their respective Term Loan C Commitments, as the sum of $37,500 representing a one-quarter of one-percent (0.25%) funding fee with respect to Term Loan C, which shall be fully earned on the Amendment No. 3 Closing Date and not subject to rebate, refund, proration and/or reduction for any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying reason; (c) Agent shall have additionally received all a Term Note C dated as of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies Amendment No. 3 Closing Date for each Lender, evidencing Borrowers’ Obligations with respect to each such Lender’s respective Term Loan C Commitments as of such date, in the form annexed hereto as Exhibit A, properly completed with respect to the applicable amount due each Lender; (d) Agent shall have received evidence, in form and substance acceptable to Agent, of a $15,000,000 cash prepayment of Term Loan B; (e) Agent shall have received eight (8) copies of Amendment No. 1 to Intercreditor Agreement in the form annexed hereto as Exhibit B dated as of the Amendment No. 3 Closing Date duly executed by ACAS; (f) Agent shall have received a true and correct copy of an amendment to the Note Purchase Agreement in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender:all respects; (ag) A certificate signed by a duly authorized officer of the Borrower, dated Undrawn Availability shall be not less than $6,000,000 after giving effect to all transactions contemplated herein on the Amendment Effective No. 3 Closing Date; (h) Agent shall have received Secretary’s Certificates from each Borrower authorizing the execution, stating that:delivery and performance of Amendment No. 3 in form and substance acceptable to Agent; and (i) The representations Agent shall have received opinions of counsel from counsel to each Borrower in form and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a Default; (b) The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective Date; (c) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect substance satisfactory to this Amendment and the other Loan Documents; (d) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder or thereunder; and (e) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C to the Credit Agreement and as to such other matters as any Lender through the Paying Agent may reasonably requestAgent.

Conditions of Effectiveness. This Amendment shall become --------------------------- effective as of the date first above written (the “Amendment Effective Date”"EFFECTIVE DATE") when, and only when, the Paying following conditions precedent have been satisfied: (a) The Agent shall have received on or before the Effective Date, in form and substance satisfactory to the Agent and in sufficient copies for each Lender Party: (i) counterparts of this Amendment executed by the Borrower and all of the Required Lenders and each Revolving Credit Lender or, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender: (a) A certificate signed by a duly authorized officer of the Borrower, dated the Amendment Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; andAmendment; (ii) No event has occurred and is continuing that constitutes a Default; (b) The Consent the consent attached hereto, duly hereto executed by each Guarantor existing on (the Amendment Effective Date"CONSENT"); (ciii) Certified certified copies of (i) the resolutions of the Board of Directors of (A) the Borrower approving this Amendment and of the matters contemplated hereby, and (B) each Guarantor approving the Consent and the matters contemplated thereby, and (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment Amendment, the Consent and the other Loan Documentsmatters contemplated hereby and thereby; (div) A a certificate of the Secretary or an Assistant Secretary of the Borrower each Loan Party certifying the names and true signatures of the officers of the Borrower such Persons authorized to sign this Amendment and the Consent and the other documents to be delivered hereunder or thereunderhereunder; and (ev) A a favorable opinion of Xxxx X. XxxxxxxXxxxxx, Senior Vice PresidentXxxxx & Xxxxxxx LLP, Secretary and General Counsel counsel for the Borrower, substantially in the form of Exhibit C as to the Credit Agreement due execution, validity and enforceability of this Amendment, the Loan Documents (as amended by this Amendment), and the Consent and as to such other matters as any Lender through the Paying Agent may reasonably request. (b) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgement of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (c) On the Effective Date, the following statements shall be true and the Agent shall have received a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) the representations and warranties contained in Section 4.01 of the Credit Agreement are correct on and as of the Effective Date; and (ii) no Default exists under the Credit Agreement. (d) The Borrower shall have paid to the Agent for the account of each Lender that executes this Amendment an amendment fee equal to 0.25% on the sum of the Commitments of each such Lender. (e) The Borrower shall have paid all costs and expenses required under Section 5 hereof. This Amendment is subject to the provisions of Section 8.01 of the Credit Agreement.

Conditions of Effectiveness. This Amendment shall become effective as The effectiveness of the date first above written (the “Amendment Effective Date”) when, and only when, the Paying Agent shall have received counterparts Section 2 of this Amendment executed by the Borrower and all of the Lenders or, as to any of the Lenders, advice satisfactory shall be subject to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lenderconditions precedent: (a) A certificate signed by a Borrower, Administrative Agent and the Lenders, which constitute the Majority Lenders, shall have duly authorized officer executed and delivered this Amendment pursuant to Section 13.04 of the BorrowerLoan Agreement; provided, dated the however, that this Amendment Effective Date, stating that: (i) The representations and warranties contained shall have no binding force or effect unless all conditions set forth in this Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a Default3 have been satisfied; (b) The Consent attached hereto, duly executed by no Default or Event of Default (in each Guarantor existing on case subject to any cure period provided under the Amendment Effective DateLoan Agreement) under the Loan Agreement shall have occurred and be continuing; (c) Certified copies of the resolutions of the Board of Directors of the Borrower approving this and Administrative Agent shall have duly executed and delivered that certain Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the other Loan DocumentsFee Letter; (d) A certificate Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior to the date hereof that reduce the Exercise Price (as defined in each such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by Borrower; (e) Borrower shall have delivered to Administrative Agent, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder or thereundershares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); and (ef) A favorable opinion Borrower shall have paid or reimbursed Administrative Agent and the Lenders for their reasonable out of Xxxx X. Xxxxxxx, Senior Vice President, Secretary pocket costs and General Counsel for expenses (including the Borrower, substantially reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the form of Exhibit C to the Credit Agreement and as to such other matters as any Lender through the Paying Agent may reasonably requestLoan Agreement.

Conditions of Effectiveness. This Amendment Waiver shall become effective as of the date first above written (the “Amendment Effective Date”) when, and only when, the Paying following conditions have been satisfied: (a) the Agent shall have received counterparts of this Amendment Waiver executed by the Borrower and all of Company, the Lenders orother Borrowers, the Majority Lenders, and/or, as to any of the Lenderssuch Majority Lender, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and Waiver; (b) the Paying Agent shall have additionally received all a certificate of the following documents, each such document (unless otherwise specified) dated Secretary or Assistant Secretary of the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each LenderCompany, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender: (a) A Agent, which certificate signed by a duly authorized officer of the Borrower, dated the Amendment Effective Date, stating that: shall (i) The representations certify as to the incumbency and warranties contained in Section 4.01 signature of the Credit Agreement, as amended hereby, are correct on and as officers of the Amendment Effective Date; and Company executing this Waiver (with the President, a Vice President, the Secretary or Assistant Secretary of the Company attesting to the incumbency and signature of the Secretary or Assistant Secretary providing such certificate), (ii) No event has occurred have attached to it a true and is continuing that constitutes a Default; (b) The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective Date; (c) Certified copies correct copy of the resolutions of the Board of Directors of the Borrower approving Company, which resolutions shall authorize the execution, delivery and performance of this Amendment Waiver, and (iii) certify that, as of all documents evidencing other necessary corporate action the date of such certificate (which shall not be earlier than the date hereof), none of such resolutions shall have been amended, supplemented, modified, revoked or rescinded; (c) each Guarantor has executed and governmental approvals, if any, with respect to this Amendment and delivered a consent in the other Loan Documentsform of Annex A hereto; (d) A certificate the Agent shall have received satisfactory evidence that Amendment No. 8 and Waiver to the Bridge Facility dated as of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder or thereunderdate hereof shall have become effective; and (e) A favorable opinion all other fees and expenses of Xxxx X. Xxxxxxx, Senior Vice President, Secretary the Agent and General Counsel for the Borrower, substantially in the form Lenders (including all reasonable fees and expenses of Exhibit C counsel to the Credit Agreement and as Agent), to such other matters as any Lender through the Paying Agent may reasonably requestextent invoiced prior to the date hereof, shall have been paid.

Conditions of Effectiveness. (a) This Amendment shall become effective as of the date first above written (the “Amendment Effective Date”) when, and only when, when (i) the Paying Managing Agent shall have received counterparts of this Amendment executed by Flagstar, Funding and the Borrower and all of the Required Lenders or, as to any of the Lenders, advice satisfactory to the Paying Managing Agent that such Lender has Lenders have executed this Amendment and Amendment, (ii) the Paying Managing Agent shall have additionally received all the Consent attached hereto, signed by each Subsidiary of Flagstar and (iii) the following documentsManaging Agent shall have received a certificate, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each LenderManaging Agent, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender: (a) A certificate Managing Agent, signed by a duly authorized officer of the Borrower, dated the Amendment Effective Dateeach Loan Party, stating that: (iA) The representations and warranties contained in each Loan Document and in Section 4.01 of the Credit Agreement, as amended hereby, 6 hereof are correct on and as of the Amendment Effective Date; date of such certificate as though made on and as of such date, and (iiB) No event has occurred and is continuing that constitutes a Default;. (b) The Consent attached heretoSection 4(c)(i) shall become effective on and as of the date on or prior to December 31, duly executed by 1995 when, in addition to the conditions set forth in clause (a) above, (i) the Proficient Food Transaction shall have been consummated and (ii) Flagstar shall have paid to the Managing Agent, in accordance with Section 2.10 of the Credit Agreement and for the account of each Guarantor existing on the Amendment Effective Date;Lender who elected a Waiver Percentage, an extension fee equal to 0.125% of such Lender's PFC Elected Commitment Reduction Waiver. (c) Certified copies Section 4(c)(ii) shall become effective on and as of the resolutions date on or prior to December 31, 1995 when, in addition to the conditions set forth in clause (a) above, (i) the IM Parks Transaction shall have been consummated and (ii) Flagstar shall have paid to the Managing Agent, in accordance with Section 2.10 of the Board of Directors of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the other Loan Documents; (d) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder or thereunder; and (e) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C to the Credit Agreement and as for the account of each Lender who elected a Waiver Percentage, an extension fee equal to 0.125% of such other matters as any Lender through the Paying Agent may reasonably requestLender's IM Parks Elected Commitment Reduction Waiver.

Conditions of Effectiveness. This The effectiveness of this Amendment shall become effective as of is subject to the date first above written conditions precedent that: (a) the “Amendment Effective Date”) when, and only when, the Paying Administrative Agent shall have received counterparts of this Amendment duly executed by the Borrower and all of Borrowers, the Parent (in its capacity as a Guarantor), the Required Lenders or(including each Lender whose Commitment is being increased pursuant hereto (each such Lender, as to any of an “Increasing Lender”)), the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment New Lenders and the Paying Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender: (a) A certificate signed by a duly authorized officer of the Borrower, dated the Amendment Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a DefaultAdministrative Agent; (b) The the Administrative Agent shall have received counterparts of the Consent and Reaffirmation attached hereto, as Exhibit A hereto duly executed by the Subsidiary Guarantors; (c) The Administrative Agent shall have received such instruments, certificates and documents as the Administrative Agent shall reasonably request, including a written opinion of each Guarantor existing on of (i) Xxxxxxx Procter LLP, U.S. counsel for the Loan Parties, (ii) Xxxxxxx, Bermuda counsel for the Loan Parties, (iii) Stibbe, Dutch counsel for the Loan Parties, (iv) Xxxxx & XxXxxxxx Zurich, Swiss counsel for the Loan Parties, (v) Xxxxxxx Xxx, Australian counsel for the Loan Parties and (vi) Xxxxxxx XxXxxxxx Stirling Scales, Nova Scotia counsel for the Loan Parties, each in form and substance reasonably acceptable to the Administrative Agent. (d) the Administrative Agent shall have received from the Company for the account of each Lender that executes and delivers its counterpart hereto as, and by such time, as is requested by the Administrative Agent, an amendment fee in an amount equal to 0.025% of such Lender’s Commitment under the Credit Agreement immediately prior to the Amendment No. 2 Effective Date; (ce) Certified copies the Administrative Agent shall have received from the Company for the account of each Increasing Lender and New Lender, an upfront fee equal to the applicable percentage (previously disclosed to such Lender by the Administrative Agent or its affiliates) of the resolutions amount of (i) in the case of an Increasing Lender, such Lender’s Commitment (after giving effect to its incremental Commitment pursuant to this Amendment) in excess of its Commitment under the Credit Agreement immediately prior to the Amendment No. 2 Effective Date and (ii) in the case of a New Lender, such Lender’s Commitment after giving effect to this Amendment; and (f) the Administrative Agent shall have received payment and/or reimbursement of the Board Administrative Agent’s and its affiliates fees and expenses (including, to the extent invoiced, fees and expenses of Directors of counsels for the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, Administrative Agent) in connection with respect to this Amendment and the other Loan Documents; (d) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder or thereunder; and (e) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C to the Credit Agreement and as to such other matters as any Lender through the Paying Agent may reasonably request.

Conditions of Effectiveness. This The effectiveness of this Amendment shall become effective as on the Amendment No. 5 Effective Date is subject to the satisfaction (or waiver by each of the date first above written Existing Lenders) of the following conditions precedent: (a) the “Amendment Effective Date”) when, and only when, the Paying Administrative Agent shall have received counterparts of this Amendment duly executed by the Borrower Borrower, the Guarantors party hereto and all each of the Existing Lenders orand acknowledged by the Administrative Agent; (b) a final order of the Bankruptcy Court pursuant to Section 364 of the Bankruptcy Code approving this Amendment (the “Supplemental Final Order”) (i) shall have been entered by the Bankruptcy Court and the Borrower shall have delivered to the Administrative Agent and the Lenders a true and complete copy of such order, as and (ii) shall be in full force and effect and shall not (in whole or in part) have been reversed, modified, amended, stayed, appealed or vacated, or subject to stay pending appeal, or otherwise challenged or subject to any challenge, absent prior written consent of the Junior DIP Lenders (and (x) with respect to any provisions that affect the rights or duties of the Administrative Agent, the Administrative Agent and (y) with respect to any provisions that affect the rights or duties of the Lenders, advice satisfactory the Lenders); and (c) the Borrower shall have paid all invoiced expenses of the Administrative Agent and the Lenders in connection with the Amendment (including, without limitation, to the Paying Agent that such Lender has executed this Amendment extent invoiced, reasonable attorneys’ fees and the Paying Agent shall have additionally received all expenses of the following documentsHolland & Knight LLP, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) White & Case LLP, GrayRobinson, P.A. and in sufficient copies for each LenderXxxxx, Xxxxxx & Harcourt LLP), in form and substance satisfactory each case, to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender: (a) A certificate signed by a duly authorized officer of extent reimbursable under the Borrower, dated the Amendment Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 terms of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a Default; (b) The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective Date; (c) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the other Loan Documents; (d) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder or thereunder; and (e) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C to the Credit Agreement and as to such other matters as any Lender through the Paying Agent may reasonably request.

Conditions of Effectiveness. This Amendment shall become effective as of the date first above written (the “Amendment Effective Date”) when, and only when, and as of the Paying date (the "Amendment No. 3 Effective Date") on which, (x) the Administrative Agent shall have received counterparts of this Amendment executed by the Borrower Company and all Lenders with aggregate Percentages of the Lenders 66-2/3% or more or, as to any of the Lenders, advice satisfactory to the Paying Administrative Agent that such Lender has executed this Amendment and (y) the Paying Administrative Agent shall have additionally received all fees due and payable in connection with this Amendment No. 3, payment of all accrued fees and expenses of the Administrative Agent (including the reasonable and accrued fees of counsel to the Administrative Agent invoiced on or prior to the date hereof and all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Administrative Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender:): (a) A certificate signed by a duly authorized officer Certified copies of the Borrower, dated the Amendment Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a Default; (b) The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective Date; (c) Certified copies of the resolutions of the Board of Directors of (A) the Borrower Company approving this Amendment and the matters contemplated hereby and thereby and (B) each Guarantor evidencing approval of the Consent and the matters contemplated hereby and thereby provided that no German entity shall be required to deliver copies of resolutions unless resolutions are necessary pursuant to its Organization Documents and (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment Amendment, the Consent and the other Loan Documents;matters contemplated hereby and thereby. (db) A certificate of the Secretary or an Assistant Secretary or director of the Borrower Company and each Guarantor certifying the names and true signatures of the officers of the Borrower Company and such Guarantor authorized to sign this Amendment and the Consent and the other documents to be delivered hereunder or and thereunder; and , provided that, in lieu of the foregoing, each German Entity shall deliver a certified copy of its current excerpt of the commercial register file (eHandelsregisterauszug) A favorable opinion and a certified copy of Xxxx X. Xxxxxxxthe specimen signature (Unterschriftenprobe) currently filed with the commercial register of the representative of such Person who will execute, Senior Vice Presidentdeliver and perform the Amendment, Secretary the Consent and General Counsel for the Borrower, substantially in the form of Exhibit C other documents to the Credit Agreement be delivered hereunder and as to such other matters as any Lender through the Paying Agent may reasonably requestthereunder.

Conditions of Effectiveness. This Sixth Amendment shall become --------------------------- effective as of the date first above written (the “Amendment Effective Date”) when, and only when, the Paying Agent Bank shall have received counterparts a counterpart of this Sixth Amendment executed by the Borrower and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lenderreceived, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each LenderBank: (a) A certificate signed of a Senior Officer of the Borrower stating that: (i) the representations and warranties contained in Article 5 of the Credit Agreement are correct on and as of the date of such certificate as though made on and as of such date (or, if such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (ii) other than the Events of Default identified in Section 2(a) above, no Event of Default or Default has occurred and is continuing or would result from the signing of this Sixth Amendment or the transactions contemplated thereby; and (iii) there has been no material adverse change in the financial condition, operations, Properties, business or business prospects of the Borrower and its Subsidiaries, if any, since March 31, 1999. (b) A Revolving Note for the account of the Bank duly executed by a duly authorized officer the Borrower. (c) A certificate of the Secretary or Assistant Secretary of the Borrower, dated the Amendment Effective Closing Date, stating that: (i) The representations and warranties contained in Section 4.01 attesting on behalf of the Credit AgreementBorrower to all corporate action taken by the Borrower, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a Default; (b) The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective Date; (c) Certified copies of the including resolutions of the its Board of Directors authorizing the execution, delivery and performance of this Sixth Amendment, the Borrower approving this Amendment Revolving Note and of all documents evidencing each other necessary corporate action and governmental approvals, if any, with respect document to be delivered pursuant to this Amendment Sixth Amendment, and the other Loan Documents; (d) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying attesting to the names and true signatures of the officers of the Borrower authorized to sign this Amendment Sixth Amendment, the Revolving Note and the other documents to be delivered hereunder or thereunder; andby the Borrower under this Sixth Amendment. (d) The US Holdings Guaranty duly executed by US Holdings, Inc. (e) A certificate of the Secretary or Assistant Secretary of US Holdings, Inc., dated the date of the Amendment Closing Date, attesting on behalf of US Holdings, Inc. to all corporate action taken by it, including resolutions of its Board of Directors authorizing the execution, delivery and performance of the US Holdings Guaranty and each other document to be delivered pursuant to the US Holdings Guaranty, and attesting that its Certificate of Incorporation and Bylaws are in full force and effect and are attaching true and correct copies of such documents and attesting to the names and true signatures of the officers of US Holdings, Inc. authorized to sign the US Holdings Guaranty and the other documents delivered by US Holdings, Inc. and (f) A certificate of good standing, including a tax good standing, for US Holdings, Inc. from the Secretary of the State of the state of its incorporation. (g) A favorable opinion of Xxxx X. XxxxxxxX.X. Xxxx, Senior Vice PresidentProfessional Law Corporation, Secretary and General Counsel for counsel to the Borrower, substantially dated the effective date hereof, in form and substance satisfactory to the Bank and its special counsel. (h) Payment to the Bank of an amendment fee in the form amount of Exhibit C $37,500. (i) Payment to Day, Xxxxx & Xxxxxx LLP, special counsel to the Credit Agreement Bank, of its legal fees and disbursements. (j) All information and documents relating to the Borrower, as to such other matters as any Lender through the Paying Agent Bank may reasonably request, all in form and substance satisfactory to the Bank and its special counsel.

Conditions of Effectiveness. This Amendment shall become effective as of the date first above written (the “Amendment Effective Date”) when, and only when, the Paying Agent shall have received counterparts of this Amendment executed by the Borrower and all of the Lenders or, as to any of the Lenders, advice satisfactory As a condition precedent to the Paying Agent that such Lender has executed --------------------------- effectiveness of this Amendment and the Paying Agent Bank's agreements and obligations hereunder, including, but not limited to, the Bank's renewal and extension of the maturity date of the loan evidenced by the Revolving Note, the Company, the Corporate Guarantor, the Guarantor and Xxxxxxxx X. Xxxxxxx, as applicable, shall have additionally received all of taken the following documents, each such document (unless otherwise specified) dated actions and delivered to the date of receipt thereof by Bank the Paying Agent (unless otherwise specified) following documents and in sufficient copies for each Lenderinstruments, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each LenderBank: (a) A certificate signed by a The Company, the Corporate Guarantor, the Guarantor and Xxxxxxxx X. Xxxxxxx shall have duly authorized officer executed and delivered this Amendment, such amendments to the original Security Instruments and the other Loan Documents, such other Loan Documents, and such evidence of the Borrowerfilings, dated the Amendment Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 acknowledgements or acceptances of the Credit Agreementany such documents, as amended herebythe Bank may reasonably request or require, are correct on all duly executed and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a Default;delivered by all parties thereto. (b) The Consent attached hereto, duly executed by Company shall have delivered to the Bank certificates of the Secretary or Assistant Secretary of each Guarantor existing on of the Amendment Effective Date;Company and the Corporate Guarantors setting forth resolutions of its Board of Directors in form and substance reasonably satisfactory to the Bank with respect to this Amendment. (c) Certified copies The Company shall have paid all accrued and unpaid legal fees and expenses referred to in Section 8.7 of the resolutions of Agreement and Section 7 hereof to the Board of Directors of extent invoices for such fees and expenses have been delivered to the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the other Loan Documents;Company. (d) A certificate The Company shall have paid to the Bank in immediately available funds (i) all accrued and unpaid interest on the Obligations and (ii) the amount necessary to reduce the aggregate principal amount of indebtedness and liabilities of the Secretary or Company under the Revolving Note to an Assistant Secretary of amount permitted by the Borrower certifying Loan Formula (as amended by the names and true signatures of the officers of the Borrower authorized to sign this Amendment Amendment) and the other documents to be delivered hereunder or thereunder; andAgreement. (e) A favorable opinion The Company shall have delivered copies of Xxxx X. Xxxxxxxany and all documents and instruments entered into with the former shareholders of Precision Visuals, Senior Vice PresidentInc. in form, Secretary scope and General Counsel for the Borrower, substantially in the form of Exhibit C substance acceptable to the Credit Agreement Bank. (f) The Company shall have delivered evidence satisfactory to the Bank that as of the Closing Date the Bank has a first priority perfected Lien on the Collateral and that there exist no Liens (other than Permitted Liens) on any property (real or personal) of the Company or the Corporate Guarantor. (g) Such other evidence as to such other matters as any Lender through the Paying Agent Bank may reasonably requestrequest to establish the consummation of the transactions contemplated hereby, the taking of all proceedings in connection herewith and compliance with the conditions set forth in this Amendment.

Conditions of Effectiveness. This Amendment shall become effective and be deemed effective as of the date first above written hereof (the “Amendment Effective Date”"EFFECTIVE DATE") whenif, and only whenif, each of the Paying following conditions shall have been satisfied: SECTION 4.1. The Agent shall have received each of the following: (a) counterparts of this Amendment duly executed by the Borrower Company, the Canadian Borrower, the Required Lenders, the Initial Term-C Lenders (as defined in the Credit Agreement as amended hereby) and all the Administrative Agent; (b) counterparts of the Lenders or, as to any Master Reaffirmation Agreement of even date herewith duly executed by each of the LendersObligors pursuant to which each Obligor reaffirms each of the other Loan Documents to which it is a party; (c) a Secretary's Certificate from each Obligor duly executed by the Secretary or an Assistant Secretary of such Obligor certifying (i) the incumbency of officers of such Obligor executing and delivering documents on behalf of such Obligor, advice satisfactory (ii) a resolution of the Board of Directors of such Obligor authorizing the transactions contemplated by this Amendment, (iii) the Certificate or Articles of Incorporation of such Obligor and (iv) the By-laws of such Obligor; and (d) an opinion addressed to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all Lenders from Davxx Xxxx & Warxxxxx, xpecial New York counsel to each of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each LenderObligors, in form and substance satisfactory to the Paying Agent. SECTION 4.2. The Agent (unless otherwise specified) and in sufficient copies shall have received from the Company, for each Lender: (a) A certificate signed by a duly authorized officer the account of the BorrowerOriginal Lenders, dated an amendment fee equal to 0.25% of the Amendment sum of the Revolving Loan Commitment Amount and the aggregate outstanding principal balance of the Term-A Loans and Term-B Loans as of the Effective Date. SECTION 4.3. The Agent shall have received from the Initial Term-C Lenders, for the account of the Company, funds in the aggregate amount of $15,000,000 as proceeds of the Term-C Loans contemplated to be made on the Effective Date pursuant to the Credit Agreement as amended hereby. SECTION 4.4. Prior to the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 the Company shall have voluntarily reduced the Revolving Loan Commitment Amount to $44,000,000 pursuant to SECTION 2.2.1 of the Credit Agreement, as amended hereby, are correct on and as of . SECTION 4.5. The Agent shall have received from the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a Default; (b) The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective Date; (c) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Amendment and Company payment of all documents evidencing other necessary corporate action fees and governmental approvals, if any, with respect to this Amendment and the other Loan Documents; (d) A certificate expenses of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder or thereunder; and (e) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C to the Credit Agreement and as to such other matters as any Lender through the Paying Agent may reasonably requestSidley Ausxxx Xxxxx & Woox xxen invoiced.

Conditions of Effectiveness. This Amendment shall become effective as of the date first above written hereof (the “Second Amendment Effective Date”) when, and only when, each of the Paying Agent following conditions precedent shall have been satisfied: (a) The Bank shall have received counterparts from each party hereto either (i) a counterpart of this Amendment signed on behalf of each Credit Party and the Bank, or (ii) written evidence satisfactory to the Bank (which may include facsimile or other electronic image scan transmission of a signed signature page of this Amendment) that each such party has signed a counterpart of this Amendment. (b) The Bank shall have received a second amended and restated Revolving Note, duly executed by the Borrower and all for the account of the Lenders or, Bank. (c) The Bank shall have received an opinion of counsel to the Parent and its Subsidiaries dated as to any of the Lenders, advice satisfactory Second Amendment Effective Date and addressed to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each LenderBank, in form and substance reasonably satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender:Bank. (ad) A The Bank shall have received a certificate signed by a duly authorized officer of the Borrower, dated secretary or an assistant secretary of each of the Parent and each of its Subsidiaries as of the Second Amendment Effective Date, stating that: dated as of the Second Amendment Effective Date and in form and substance reasonably satisfactory to the Bank, certifying, in a form acceptable to Bank, (i) the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such party, (ii) the bylaws, operating agreement or similar governing document of such party, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, (iii) a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of such party, authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party, and (iv) as to the incumbency and genuineness of the signature of each officer of such party executing this Amendment, and attaching all such copies of the documents described above. (e) The representations Bank shall have received a certificate as of a recent date of the good standing of each of the Parent and warranties contained each of its Subsidiaries as of the Second Amendment Effective Date, under the laws of its jurisdiction of organization, from the Secretary of State (or comparable Governmental Authority) of such jurisdiction. (f) The Bank shall have received certified reports from an independent search service satisfactory to it listing any judgment or tax lien filing or Uniform Commercial Code financing statement that names the Parent or the Borrower as debtor in Section 4.01 any of the jurisdictions listed beneath its name on Schedule I to the Security Agreement, and the results thereof shall be reasonably satisfactory to the Bank. (g) The Bank shall have received updated certificates of insurance evidencing the insurance coverages described on Schedule 4.16 and all other or additional coverages required under the Security Documents and naming the Bank as loss payee or additional insured, as its interests may appear. (h) The Bank shall have received payment of (i) all fees due and payable on the Second Amendment Effective Date, and (ii) all other fees and other amounts due and payable on or prior to the Second Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel to the Bank) required to be reimbursed or paid by the Borrower under the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a Default; (b) The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective Date; (c) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Amendment and of all documents evidencing or any other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the other Loan Documents; (d) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder or thereunder; and (e) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C to the Credit Agreement and as to such other matters as any Lender through the Paying Agent may reasonably requestDocument.

Conditions of Effectiveness. This effectiveness of this Amendment shall become effective as is subject to the satisfaction of the date first above written following conditions precedent. (the “Amendment Effective Date”a) when, and only when, the Paying The Administrative Agent shall have received each of the following: (i) counterparts of this Amendment executed by the Borrower Borrower, the Administrative Agent, each L/C Issuer, each Departing Lender and all each Lender with a Commitment shown on Schedule 2.01 attached hereto; (ii) a certificate of a Responsible Officer or Secretary of the Lenders or, Borrower (A) certifying as to any the incumbency and genuineness of the Lenderssignature of each officer of the Borrower executing this Amendment, advice satisfactory to (B) certifying that attached thereto is a true, correct and complete copy of the Paying Agent Organization Documents of the Borrower, or certifying that such Lender has executed this Amendment and Organization Documents were delivered on the Paying Agent shall have additionally received all Closing Date or as of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof a prior amendment to the Existing Credit Agreement and certifying that since such date there have been no changes thereto and (C) attaching resolutions adopted by the Paying Agent board of directors (unless otherwise specifiedor other governing body) of the Borrower authorizing and in sufficient copies for each Lenderapproving the transactions contemplated hereunder and the execution, delivery and performance of this Amendment; (iii) a certificate evidencing the existence and good standing of the Borrower, issued as of a recent date by the applicable Governmental Authority of its jurisdiction of organization; (iv) a favorable opinion of Xxxxxx & Xxxxxxx, LLP, covering such matters concerning the Borrower and this Amendment as the Arrangers may reasonably request, in form and substance reasonably satisfactory to the Paying Arrangers, such opinion to be addressed to the Administrative Agent (unless otherwise specified) and in sufficient copies for each Lender:; (b) All consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Credit Agreement and other Loan Documents shall have been obtained and shall be in full force and effect, and a Responsible Officer shall certify to such effect or shall certify that no such consents, license and approvals are required. (c) On and as of the Effective Date, (i) there shall exist no Default, and (ii) the representations and warranties of the Borrower set forth in the Credit Agreement shall be true and correct in all material respects on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, provided that in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof, and except that the representations and warranties contained in subsections (a) A and (b) of Section 5.06 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (d) Since December 31, 2016, there shall not have occurred any event or circumstance that has or could reasonably be expected to, either individually or in the aggregate, result in a Material Adverse Effect. (e) The Administrative Agent shall have received a certificate signed by of a duly authorized officer Responsible Officer of the BorrowerBorrower certifying as to the matters set forth in clauses (c) and (d) of this Section 4. (f) The Administrative Agent shall have received, dated to the Amendment extent not previously delivered and to the extent requested, at least two Business Days prior to the Effective Date, stating that:all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Act. (g) The Borrower shall have paid all Lender upfront fees, Arranger fees and the Administrative Agent and Lead Arranger expenses, including Attorney Costs of one counsel to the Administrative Agent and Xxxxx Fargo Securities, LLC. (h) The Borrower shall have repaid (or substantially concurrently with the satisfaction of the other conditions precedent to the Effective Date shall repay on the Effective Date), to the Administrative Agent for the account of the Lenders that are parties to the Existing Credit Agreement, the principal balance of all outstanding Loans together with accrued and unpaid interest thereon, accrued fees and other amounts if any then due and payable to such Lenders under the Agreement. (i) The representations and warranties contained in Section 4.01 of the Credit AgreementEffective Date shall occur on or prior to December 29, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a Default; (b) The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective Date; (c) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the other Loan Documents; (d) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder or thereunder; and (e) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C to the Credit Agreement and as to such other matters as any Lender through the Paying Agent may reasonably request2017.

Conditions of Effectiveness. This Eleventh Amendment shall become not be effective as of until the date first above written (such date, the “Eleventh Amendment Effective Date”) wheneach of the following conditions precedent has been satisfied in full: (a) the Administrative Agent has received a counterpart of this Eleventh Amendment executed by each of the parties hereto (which may be by telecopy or other electronic transmission); (b) the Administrative Agent has received a Guaranty and Subsidiary Security Agreement executed by MOP Midstream, and only whenevidence that MOP Midstream has used commercially reasonable efforts to obtain an Acknowledgment of Pledge from Centerpoint Energy Field Services, LLC (“Centerpoint”); (c) the Paying Administrative Agent has received such certificates of resolutions or other action, incumbency certificates and/or other certificates of officers of MOP Midstream as the Administrative Agent may require to establish the identities of and verify the authority and capacity of each officer thereof authorized to act in connection with the Loan Documents to which MOP Midstream is a party; (d) the Administrative Agent has received such evidence as the Administrative Agent may reasonably require to verify that MOP Midstream is duly organized or formed, validly existing, and in good standing in the jurisdiction of its organization; (e) the Administrative Agent has received such Lien searches as the Administrative Agent shall have requested, and such termination statements or other documents as may be necessary to confirm that the Collateral owned by MOP Midstream is subject to no other Liens in favor of any Persons (other than Permitted Liens) or evidence that releases of such other Liens shall be filed contemporaneously with or after the Eleventh Amendment Effective Date; (f) the Administrative Agent has received counterparts of this Amendment executed by the Borrower and all of the Lenders oran opinion from Sidley Austin LLP, as to any of the Lenders, advice satisfactory counsel to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each LenderLoan Parties, in form and substance satisfactory to Administrative Agent, with respect to the Paying Agent (unless otherwise specified) Guaranty and in sufficient copies for each Lender:other Collateral Documents executed by MOP Midstream; (ag) A the Administrative Agent has received a certificate signed by a duly authorized officer Responsible Officer of the BorrowerBorrower certifying that, dated the Amendment Effective Dateafter giving effect to this Eleventh Amendment, stating that: (i) The the representations and warranties contained in Section 4.01 Article V of the Credit Agreement, as amended hereby, Agreement are true and correct in all material respects on and as of such date (unless such representations and warranties specifically refer 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), and (ii) no Default or Event of Default has occurred and is continuing as of such date; (h) the Borrower has paid any fees, including payment of reasonable Attorney Costs of the Administrative Agent, due and payable on the Eleventh Amendment Effective Date; and (iii) No event the Administrative Agent has occurred and is continuing that constitutes a Default; (b) The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective Date; (c) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the other Loan Documents; (d) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the received such other documents to as may be delivered hereunder or thereunder; and (e) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for reasonably required by the Borrower, substantially in the form of Exhibit C to the Credit Agreement and as to such other matters as any Lender through the Paying Agent may reasonably requestAdministrative Agent.

Conditions of Effectiveness. This Amendment shall become effective as of The following constitute conditions precedent to the date first above written (the “Amendment Effective Date”) when, and only when, the Paying Agent shall have received counterparts effectiveness of this Amendment executed by the Borrower and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each LenderAmendment: (a) A certificate signed Execution and delivery of this Amendment by a duly authorized officer of Alamo, AFL, the Borrower, dated the Amendment Effective Date, stating that: (i) The representations General Partner and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a DefaultEnhancer; (b) The Consent attached hereto, duly executed execution and delivery by each Guarantor existing on the Amendment Effective DateCredit Enhancer to the Agent of a Letter of Credit in the amount of $133,000,000 upon receipt by the Credit Enhancer of the Letter of Credit previously issued to the Agent under the Letter of Credit Reimbursement Agreement; (c) Certified copies AFL shall have received as of the resolutions date hereof a copy of the Board written confirmation delivered to AFL by each of Directors of S&P and Moodx'x to the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to effect that this Amendment and the other Loan Documentsissuance of the new Letter of Credit will not result in the downgrading or withdrawal of the then current ratings of the Commercial Paper Notes; (d) Each Liquidity Lender shall have delivered written consent to this Amendment evidenced by their execution of Annex A certificate to the Second Amendment to the Liquidity Loan Agreement, dated November 25, 1996; (e) AFL shall have delivered prior written notice of this Amendment to the Rating Agencies, the Depository, the Agent, the Liquidity Agent and each Dealer; (f) AFL shall have delivered a fully executed copy of this Amendment to the Rating Agencies, the Depository, the Agent, the Liquidity Agent and each Dealer and shall have delivered to each Dealer a revised Private Placement Memorandum (as such term is defined in the Dealer Agreement) which reflects this Amendment; (g) AFL shall have received from Alamo (i) a copy of the Secretary or an Assistant Secretary resolutions of its Board of Directors, certified as of the Borrower certifying date hereof by the names Secretary thereof, authorizing the execution, delivery and true signatures performance of the officers of the Borrower authorized to sign this Amendment and (ii) an incumbency certificate from the Secretary thereof with respect to its officers, agents or other documents representatives authorized to be execute this Amendment; (h) AFL shall have received an Opinion of Counsel to Alamo to the effect that this Amendment has been duly authorized, executed and delivered hereunder or thereunderand is the legal, valid and binding obligation of Alamo, enforceable against it in accordance with its terms, subject to the exceptions set forth therein; and (ei) A favorable opinion of Xxxx X. XxxxxxxAlamo, Senior Vice PresidentAFL, Secretary the Agent and General Counsel for the Borrower, substantially in the form of Exhibit C to Liquidity Agent shall have received a certificate from the Credit Agreement and Enhancer as to such other matters as any Lender through due authorization, execution and delivery of the Paying Agent may reasonably requestLetter of Credit and the enforceability thereof against the Credit Enhancer.

Conditions of Effectiveness. This Amendment shall become effective and be deemed effective as of the date first above written (the “Amendment Effective Date”) when, if and only when, the Paying Agent shall have received counterparts of this Amendment executed by the Borrower and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lenderif: (a) A certificate signed by a duly authorized officer of the Borrower, dated the Amendment Effective Date, stating thatAdministrative Agent shall have received: (i) The representations duly executed copies of this Amendment from the Borrower, each Lender and warranties contained the Agents; (ii) a certificate as to the good standing of the Borrower and any Executing Entity as of a recent date, from the applicable Governmental Authority of its jurisdiction of organization; (iii) the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Borrower, together with copies of the financing statements (or similar documents) disclosed by such search, satisfactory to the Administrative Agent, in Section 4.01 the states (or other jurisdictions) set forth in Appendix 3 of the Credit Agreement, ; (iv) a certificate of a Borrower Responsible Officer (A) certifying as amended hereby, are correct on and as to the continued effectiveness of the Amendment Effective Datematters set forth in the closing certificate delivered pursuant to Section 4.02(b) of the Credit Agreement and (B) setting forth the information required pursuant to Appendix 3 or confirming that there has been no change in such information since the date of the Credit Agreement or the date of the most recent certificate delivered pursuant to this Section 2.03(g)(iii); and 1 1 As of December 7, 2020. (iiv) No event has occurred copies of all additional documents and is continuing that constitutes a Defaultcertificates as the Administrative Agent or its counsel may reasonably request; (b) The Consent attached hereto, duly executed by each Guarantor existing on no Default or Event of Default shall have occurred and be continuing or shall result from the Amendment Effective Dateexecution of this Amendment; (c) Certified copies each of the resolutions of Specified Conditions set forth in clauses (a), (c) and (d) in the Board of Directors of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the other Loan Documentsdefinition thereof shall have been satisfied; (d) A certificate of the Secretary Risk Ratio shall be less than or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized equal to sign this Amendment and the other documents to be delivered hereunder or thereunder20%; and (e) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially (i) in the form case of Exhibit C to Tranche L Loans, the Credit Agreement Tranche L Draw Condition shall be satisfied, (ii) in the case of the Tranche S Loan, the Tranche S Draw Condition shall be satisfied and as to such other matters as any Lender through (iii) in the Paying Agent may reasonably requestcase of Tranche U Loans, the Tranche U Draw Condition shall be satisfied.

Conditions of Effectiveness. This Amendment shall become effective as of the first date first above written (the “Amendment Effective Date”) whenon which, and only whenif, each of the Paying following conditions precedent shall have been satisfied (or waived by the Required Lenders): (a) The Administrative Agent shall have received counterparts of this Amendment executed by the Borrower and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lenderreceived, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for Administrative Agent, counterparts of this Amendment executed by each Lender: (a) A certificate signed by a duly authorized officer of the BorrowerLoan Parties, dated the Amendment Effective Date, stating that: (i) The representations Lenders collectively comprising at least the Required Lenders and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a Default;Administrative Agent. (b) The Consent Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent, counterparts of an amendment to the Intercreditor Agreement in substantially the form of Exhibit A attached hereto, duly hereto executed by each Guarantor existing on of the Amendment Effective Date;parties party thereto. (c) Certified copies The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent, an amendment to each of the resolutions of KeyBank 2015 Credit Agreement, the Board of Directors of KeyBank 2017 Credit Agreement, the Borrower approving JPM Credit Agreement and the PNC Bank Credit Agreement, it being understood that, in each case, any such amendment that is in substantially the same form as this Amendment and or otherwise substantially consistent with the summary of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and amendment terms previously approved by the other Loan Documents;Administrative Agent shall be deemed satisfactory. (d) A The Administrative Agent shall have received a certificate of the a Secretary or an Assistant Secretary of the Borrower Company certifying (i) as to the names and true signatures of resolutions authorizing the officers transactions contemplated by this Amendment, (ii) that there have been no amendments to the formation documents of the Borrower since June 30, 2020, or, if there have been any amendments, attaching copies of such amendments, and (iii) that there have been no changes to the incumbency of officers authorized to sign execute this Amendment and the other documents since June 30, 2020, or, if there have been any changes, certifying as to be delivered hereunder or thereunder; andany such changes. (e) A favorable opinion The Borrower shall have consummated (or shall substantially simultaneously consummate) an issuance of Xxxx X. XxxxxxxQualifying Senior Secured Notes. (f) To the extent invoiced to the Borrower at least one (1) Business Day prior to the Amendment Effective Date, Senior Vice President, Secretary all of the reasonable out-of-pocket expenses of the Administrative Agent (including the reasonable fees and General Counsel expenses of one firm of counsel for the Borrower, substantially Administrative Agent) due and payable on the Amendment Effective Date shall have been paid in the form of Exhibit C to the Credit Agreement and as to such other matters as any Lender through the Paying Agent may reasonably requestfull.

Conditions of Effectiveness. This Amendment shall become effective as of the date first above written (the “Amendment Effective Date”) when, and only when, the Paying Agent Lender shall have received counterparts of this Amendment executed by the Borrower and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all each of the following which, in the case of documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender, shall be in form and substance satisfactory to the Paying Agent (unless otherwise specified) Lender and in sufficient copies for each Lender: (a) A certificate signed by a duly authorized officer of the Borrower, dated the Amendment Effective Date, stating thatdate hereof or as of an earlier date acceptable to the Lender: (i) The representations and warranties contained in Section 4.01 a counterpart of this Amendment, Authenticated by the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; andBorrower; (ii) No event has occurred and is continuing that constitutes a Defaultsecurity agreement, in substantially the form of Exhibit A hereto, Authenticated by the Xxxxxx Subsidiaries; (biii) The Consent attached a joinder to the Guaranty, in substantially the form of Exhibit B hereto, Authenticated by Jefferson Acquisition and Xxxxxx Wellness; (iv) a joinder and amendment to the pledge agreement, in substantially the form of Exhibit C hereto, Authenticated by the Borrower and Xxxxxx Wellness; (v) an amended and restated promissory note in the maximum principal amount of $7,000,000, in substantially the form of Exhibit D hereto, Authenticated by the Borrower; (vi) an intercreditor agreement, in substantially the form of Exhibit E hereto, duly executed by each Guarantor existing on SWK and acknowledged by the Amendment Effective DateBorrower and the Xxxxxx Subsidiaries; (cvii) Certified copies of all agreements, instruments and other documents executed or delivered by the resolutions Borrower and the Xxxxxx Subsidiaries in connection with the Acquisition, the incurrence of the Board of Directors SWK Indebtedness and the granting of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvalsJunior Security Interests, if any, with respect to this Amendment and the other Loan Documents; (d) A certificate of certified by the Secretary or an Assistant Secretary of the Borrower; (viii) a certificate of an officer or the managing member, as the case may be, of each of the Borrower and the Xxxxxx Subsidiaries certifying (A) that attached thereto are true and complete copies of (I) the certificate of incorporation or formation, as the case may be, of the Borrower or such Xxxxxx Subsidiary, (II) the bylaws or limited liability company agreement, as the case may be, of the Borrower or such Xxxxxx Subsidiary and (III) the resolutions or a unanimous written consent of the board of directors or the managers of the Borrower or such Xxxxxx Subsidiary, as the case may be, authorizing the execution, delivery and performance of this Amendment and the other agreements, instruments and documents delivered in connection herewith and with the Acquisition to which the Borrower or such Xxxxxx Subsidiary is a party and (B) the incumbency, names and true signatures of the officers or managers, as the case may be, of the Borrower or such Xxxxxx Subsidiary authorized to sign this Amendment and the other agreements, instruments and documents delivered in connection herewith to which the Borrower or such Xxxxxx Subsidiary is a party; (ix) payment of an amendment fee in the amount of $105,000, which shall be delivered hereunder or thereunderdeemed fully earned when paid and shall be non-refundable under any circumstance; and (ex) A favorable opinion payment of Xxxx X. Xxxxxxxthe costs and expenses (including, Senior Vice Presidentwithout limitation, Secretary attorneys’ fees) incurred by the Lender in connection with the preparation, execution and General Counsel for delivery of this Amendment and the Borroweragreements, substantially in the form of Exhibit C to the Credit Agreement instruments and as to such other matters as any Lender through the Paying Agent may reasonably requestdocuments delivered hereunder.

Conditions of Effectiveness. This (a) The Administrative Agent, the Issuing Bank and the Banks have relied upon the representations and warranties in this Amendment shall become effective in agreeing to the amendments to the Agreement set forth herein and the amendments to the Agreement set forth herein are conditioned upon and subject to the accuracy of each and every representation and warranty of each of the Borrowers and the Parent made or referred to herein, and performance by each of the Borrowers and the Parent of its obligations to be performed under the Agreement on or before the date of this Amendment (except to the extent amended herein). (b) The amendments to the Agreement set forth herein are further conditioned upon receipt by the Administrative Agent of certificates of the Secretary or Assistant Secretary of each of the Borrowers and the Parent certifying those certain resolutions of each respective Board of Directors delivered to the Banks as of July 19, 1999 in connection with the Credit Agreement have not been amended, rescinded or revoked and are in full force and effect as of the date first above written hereof. (c) The amendments to the “Amendment Effective Date”) when, and only when, Agreement set forth herein are further conditioned upon the Paying Agent shall Borrowers having paid to each of the Banks that have received counterparts approved the terms of this Amendment executed an amendment fee equal to the product of twenty-five basis points multiplied by such Bank=s Commitment. (d) The amendments to the Borrower Agreement set forth herein are further conditioned upon the Borrowers having paid all accrued and all unpaid legal fees and expenses referred to in SECTION 16 of the Lenders or, as to any of the Lenders, advice satisfactory Agreement and SECTION 7 hereof. (e) The amendments to the Paying Agreement set forth herein are further conditioned upon the Borrowers having delivered to the Administrative Agent an original executed copy of that such Lender has executed this Amendment certain Consent to Assignment of Charter dated as of July 19, 1999 by and among Trico Marine Assets, Inc. and Trico Marine Operators, Inc. (f) The amendments to the Agreement set forth herein are further conditioned upon the Borrowers having delivered to the Administrative Agent a favorable opinion addressed to the Banks and the Paying Agent shall have additionally received all Administrative Agent, dated as of the following documents, each such document (unless otherwise specified) dated the even date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lenderhereof, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender: (a) A certificate signed by a duly authorized officer of the Borrower, dated the Amendment Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a Default; (b) The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective Date; (c) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment Banks and the other Loan Documents; (d) A certificate of Administrative Agent, from: Jones, Walker, Waechter, Poitevent, Carrere & Xxxxxxx, L.L.P., counsel to the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment Borrowers and the other documents to be delivered hereunder or thereunder; and (e) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C to the Credit Agreement and as to such other matters as any Lender through the Paying Agent may reasonably requestParent.

Conditions of Effectiveness. This Amendment shall become effective in the order and in the manner herein described, as of the first date first above written upon which each of the conditions precedent set forth below in this Section 7 shall be satisfied or waived in accordance with Section 9.08 of the Unamended Credit Agreement (such date, the “Amendment Effective Date”) when, and only when, the Paying Agent shall have received counterparts of this Amendment executed by the Borrower and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender:): (a) A certificate signed by a duly authorized officer The representations and warranties set forth in the Amended Credit Agreement and the other Loan Documents shall be true and correct in all material respects as of the BorrowerAmendment 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 shall be true and correct in all material respects as of such earlier date). (b) Both on and as of the date hereof and on and as of the Amendment Effective Date, both before and after giving effect to this Amendment, no event has occurred and is continuing that constitutes a Default or an Event of Default under the Unamended Credit Agreement, the Amended Credit Agreement and the other Loan Documents (c) The execution, delivery of, and the performance of this Amendment by Holdings, the Company and the other Borrowers is permitted under the terms of all Material Indebtedness. (d) The Administrative Agent (or its counsel) shall have received from Holdings, the Company, the other Borrowers and each Subsidiary Loan Party and from each other party hereto (including (x) the Administrative Agent and each of the Consenting Lenders constituting the “Required Lenders” (as defined in the Unamended Credit Agreement) and (y) all Designated Lenders) either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Exiting Administrative Agent (which may include telecopy transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Agreement. (e) The Administrative Agent shall have received, on behalf of itself and the Lenders and each Issuing Bank on the Amendment Effective Date, a favorable written opinion of (i) Wachtell, Lipton, Rxxxx & Kxxx, special counsel for the Loan Parties, (ii) Jxxx Xxxxxxxx, in-house counsel for the Loan Parties, (iii) VanCott, Bagley, Cornwall & MxXxxxxx, Utah counsel for certain of the Loan Parties, (iv) Rxxxxxxx, Xxxxxx & Finger, Delaware counsel for certain of the Loan Parties, (v) Rxxxxxx, Fine, Pxxxxx & Jxxxxxx, LLP, Indiana counsel for certain of the Loan Parties, (vi) MxXxxxxx Hxxxxxx LLC, Ohio counsel for certain of the Loan Parties, (vii) Gentry, Locke, Rxxxx & Mxxxx, Virginia counsel for certain of the Loan Parties, and (viii) Vxxxxxx LLP, Maryland counsel for certain of the Loan Parties, in each case (A) dated the Amendment Effective Date, stating that(B) addressed to each Issuing Bank on the Amendment Effective Date, the Administrative Agent and the Lenders, and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents as the Administrative Agent shall reasonably request. (f) The Administrative Agent shall have received in the case of each Loan Party each of the items referred to in clauses (i), (ii), (iii), (iv) and (v) below: (i) The representations and warranties contained in Section 4.01 only if such document or item has not previously been delivered, or shall have changed since the latter of (x) its last date of its previous delivery to the Administrative Agent pursuant to the Unamended Credit Agreement, and (y) the Original Agreement Date, a copy of the certificate or articles of incorporation, certificate of limited partnership or certificate of formation, as applicable, including all amendments thereto, of each Loan Party, (A) in the case of a corporation, certified as of a recent date of the Amendment Effective Date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date of the Amendment Effective Date (and if available, accompanied by a “bring down” dated as of the Amendment Effective Date) from such Secretary of State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of each such Loan Party; (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Amendment Effective Date and certifying: (A) (1) that attached thereto is a true and complete copy of the by laws (or partnership agreement, limited liability company agreement, operating agreement or other equivalent governing documents) of such Loan Party as in effect on the Amendment Effective Date and at all times since the date of the resolutions described in clause (B) below, or (2) that the by-laws (or partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party, as in effect on the Amendment Effective Date, have not been modified, rescinded or amended herebysince the latter of (x) its last date of delivery to the Administrative Agent pursuant to the Unamended Credit Agreement and (y) the Original Agreement Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are correct in full force and effect on the Amendment Effective Date, (C) that the certificate or articles of incorporation, certificate of limited partnership or certificate of formation of such Loan Party has not been amended since the date of the last amendment thereto disclosed or delivered pursuant to clause (i) above, (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party, and (E) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party; (iii) a certificate of a director or another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above; (iv) a Borrowing Base Certificate in the form attached to the Amended Credit Agreement, dated as of the Amendment Effective Date; and (iiv) No event has occurred such other documents as the Administrative Agent, the Lenders and is continuing that constitutes a Default;any Issuing Bank on the Closing Date may reasonably request (including without limitation, tax identification numbers and addresses). (bg) The Consent attached hereto, duly executed by each Guarantor existing Loan Parties shall be in full compliance with all elements of the Collateral and Guarantee Requirement required to be satisfied on the Amendment Effective Date;, and the Administrative Agent shall have received a completed Perfection Certificate, dated the Amendment Effective Date and signed by a Responsible Officer of the Company, together with all attachments contemplated thereby. (ch) Certified copies On the Amendment Effective Date, after giving effect to the transactions contemplated hereby, Holdings shall have outstanding no Indebtedness other than Indebtedness under the Holdings Credit Agreement, the Term Loan Credit Agreement or the Amended Credit Agreement, and the Borrowers and the Subsidiaries shall have outstanding no Indebtedness other than (i) the Loans and other extensions of credit under the Amended Credit Agreement, (ii) the Senior Subordinated Notes, (iii) the Second Lien Notes, (iv) the Term Loans, (v) the First Priority Notes, and (vi) other Indebtedness permitted pursuant to Section 6.01 of the resolutions Amended Credit Agreement. (i) The Lenders shall have received a solvency certificate substantially in the form attached to the Amended Credit Agreement and signed by the Chief Financial Officer of the Board of Directors Company confirming the solvency of the Borrower approving Company and its Subsidiaries on a consolidated basis on the Amendment Effective Date. (j) The Administrative Agent shall have received from a Financial Officer of the Company, an officer's certificate to the effect that the execution, delivery and performance of this Amendment and of all documents evidencing other necessary corporate action and governmental approvalsAmendment, if any, with respect to this Amendment the Amended Credit Agreement and the other Loan Documents by the Loan Parties, and the incurrence of Indebtedness under the Revolving Facility and the incurrence of the Liens pursuant to the Loan Documents;, will not conflict with, result in a breach of or constitute a default under, or give rise to a right of, or result in, any cancellation or acceleration under, any indenture, credit or loan agreement or other documents or instruments to which any Loan Party is party with respect to any Material Indebtedness, which certificate shall include reasonably detailed backup calculations, in form and substance reasonably acceptable to the Administrative Agent, demonstrating such absence of conflict. (dk) A certificate The Agents shall have received all fees payable thereto or to any Lender on or prior to the Amendment Effective Date and, to the extent invoiced at least 2 Business Days prior to the Amendment Effective Date, all other amounts due and payable pursuant to the Loan Documents on or prior to the Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out‑of‑pocket expenses (including reasonable fees, charges and disbursements of Shearman & Sterling LLP and local counsel) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. For purposes of determining compliance with the conditions specified above, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Secretary or an Assistant Secretary Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Amendment Effective Date specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder or thereunder; and (e) A favorable opinion of Xxxx X. Xxxxxxxinitial Borrowing, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C to the Credit Agreement and as to such other matters as any Lender through the Paying Agent may reasonably requestif any.

Conditions of Effectiveness. This Amendment Agreement shall become effective as if, on or before December 15, 2014, all of the following conditions precedent have been met: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, "pdfs" or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date first above written before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (the “Amendment Effective Date”i) when, and only when, the Paying Agent shall have received executed counterparts of this Amendment Agreement, sufficient in number for distribution tothe Administrative Agent, each Lender and the Borrower; (ii) a Revolving Credit Note and Term Note for each requesting Lender executed by the Borrower (provided that each Term Note with respect to the Term Loan may be delivered on the first Term Loan Draw Date if such date is not also the Closing Date); (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed by the Borrower and all any applicable Subsidiary, together with: (A) certificates representing the pledged equity referred to therein accompanied by undated stock powers executed in blank, provided that those certificates containing restrictive legends unacceptable to the Administrative Agent as of the Lenders or, as Closing Date shall be replaced and re-issued by each Subsidiary without such restrictive legends and delivered to any Administrative Agent accompanied by undated stock powers executed in blank within 30 days of the Lenders, advice satisfactory Closing Date or such later date consented to by Administrative Agent (and such certificates replaced will be returned to the Paying Borrower by Administrative Agent or its counsel); and (B) evidence of the completion of all other actions, recordings and filings of or with respect to the Pledge Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created thereby; (iv) such Lender has executed certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment Agreement and the Paying Agent other Loan Documents to which the Borrower is a party or is to be a party; (v) Borrower shall have additionally received all of delivered to the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Administrative Agent (unless otherwise specified) and in sufficient copies for each Lendera certificate, in form and substance reasonably satisfactory to the Paying Administrative Agent, and certified as accurate by the chief financial officer of Borrower, that (A) after giving effect to the financing hereunder and each Loan to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of September 30, 2014 with the covenants contained in Article VIII; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable, and, to the extent requested by the Administrative Agent, each other jurisdiction where such Person is qualified to do business; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (unless otherwise specifiedviii) a favorable opinion of Sidley Austin LLP, counsel to the Borrower and in sufficient copies for its Subsidiaries, addressed to the Administrative Agent and each Lender:, as to matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (aix) A a certificate signed by a duly authorized officer Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to, either individually or in the aggregate, (x) have a Material Adverse Effect or (y) result in a material adverse change in or have a material adverse effect upon the prospects of the Borrower or the Borrower and its Subsidiaries taken as a whole, (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, dated threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect, (D) a calculation of the Amendment Effective Date, stating that: (i) The representations and warranties contained financial covenants in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and 7.11 as of the Amendment Effective Datelast day of the fiscal quarter of the Borrower most recently ended prior to the Closing Date and (E) that no consents, licenses or approvals are required in connection with the consummation by the Borrower of the transaction contemplated hereby and the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party; (x) the Administrative Agent shall have received the results of a Lien search (including a search as to judgments, bankruptcy, tax and intellectual property matters in its discretion), in form and substance reasonably satisfactory thereto, made against the Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Agreement); and (iixi) No event has occurred payoff in full of the Existing Credit Agreement and is continuing that constitutes the delivery by Bank of America, N.A., to Borrower (with a Defaultcopy provide to Administrative Agent) of a reasonably satisfactory payoff letter concerning the same and termination of the Existing Credit Agreement; (b) The Consent attached hereto, duly executed by each Guarantor existing All fees required to be paid to the Administrative Agent on or before the Amendment Effective Date;Closing Date shall have been paid and all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Certified copies Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). Without limiting the generality of the resolutions provisions of the Board last paragraph of Directors Section 10.03, for purposes of determining compliance with the Borrower approving conditions specified in this Amendment and of all documents evidencing other necessary corporate action and governmental approvalsSection 4.01, if anyeach Lender that has signed this Agreement shall be deemed to have consented to, with respect to this Amendment and the other Loan Documents; (d) A certificate of the Secretary approved or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents accepted or to be delivered hereunder satisfied with, each document or thereunder; and (e) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Borrower, substantially in the form of Exhibit C Administrative Agent shall have received notice from such Lender prior to the Credit Agreement and as to such other matters as any Lender through the Paying Agent may reasonably requestproposed Closing Date specifying its objection thereto.

Conditions of Effectiveness. This Amendment shall become effective as of the first date first above written (the “Amendment Effective Date”) whenon which, and only whenif, each of the Paying following conditions precedent shall have been satisfied (or waived by the Required Lenders): (a) The Administrative Agent shall have received counterparts of this Amendment executed by the Borrower and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lenderreceived, in form and substance satisfactory to the Paying Agent (unless otherwise specified) Administrative Agent, counterparts of this Amendment executed by each of the Loan Parties, the Lenders collectively comprising at least the Required Lenders and in sufficient copies for each Lender:the Administrative Agent. (ab) A certificate signed All loans and other obligations owing by a duly authorized officer of the BorrowerBorrower under the KeyBank 2015 Credit Agreement and the Xxxxx Fargo Credit Agreement shall have been, dated or substantially concurrently with the Amendment Effective Date shall be, paid in full. (c) Since September 28, 2020 and on or prior to the Amendment Effective Date, stating that: the Borrower and its Subsidiaries shall have received Net Cash Proceeds in an aggregate amount of no less than $95,000,000 from one or more Asset Dispositions, issuances of Equity Interests, Debt Issuances (i) The representations and warranties contained including any issuance of Additional Senior Secured Notes (as defined in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii1)) No event has occurred and is continuing that constitutes a Default; (b) The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective Date; (c) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Amendment and of all documents evidencing and/or other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the other Loan Documents;Mandatory Prepayment Events. (d) A The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent, an amendment to each of the KeyBank 2017 Credit Agreement and the JPM Credit Agreement, it being understood that, in each case, any such amendment that is in substantially the same form as this Amendment or otherwise substantially consistent with the summary of amendment terms previously approved by the Administrative Agent shall be deemed satisfactory. (e) The Administrative Agent shall have received a certificate of the a Secretary or an Assistant Secretary of the Borrower certifying (i) as to the names and true signatures of resolutions authorizing the officers transactions contemplated by this Amendment, (ii) that there have been no amendments to the formation documents of the Borrower since June 30, 2020, or, if there have been any amendments, attaching copies of such amendments, and (iii) that there have been no changes to the incumbency of officers authorized to sign execute this Amendment and the other documents since June 30, 2020, or, if there have been any changes, certifying as to be delivered hereunder or thereunder; andany such changes. (ef) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel The Borrower shall have paid to the Administrative Agent for the Borrower, substantially in the form benefit of Exhibit C each Lender that executes and delivers a signature page to this Amendment on or prior to the Credit Agreement Amendment Effective Date (each, a “Consenting Lender”) a consent fee in an amount equal to 0.10% of the outstanding principal amount of each Consenting Lender’s Loans. (g) To the extent invoiced to the Borrower at least one (1) Business Day prior to the Amendment Effective Date, all of the reasonable out-of-pocket expenses of the Administrative Agent (including the reasonable fees and as to such other matters as any Lender through expenses of one firm of counsel for the Paying Agent may reasonably requestAdministrative Agent) due and payable on the Amendment Effective Date shall have been paid in full.

Conditions of Effectiveness. This Amendment shall become effective as of on the first date first above written (the “Amendment No. 1 Effective Date”) when, and only when, the Paying Agent shall have received counterparts of this Amendment executed by the Borrower and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lenderon which: (a) A certificate signed by the Noteholders (or their counsel) shall have received from the Company and each Noteholder a duly authorized officer counterpart of the Borrower, dated the this Amendment Effective Date, stating that: (i) The representations executed and warranties contained in Section 4.01 delivered on behalf of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a Defaultsuch party; (b) The Consent attached hereto, duly executed the Noteholders shall have received a certificate signed by each Guarantor existing on a Responsible Officer of the Company certifying that the conditions specified in clauses (c) and (d) of this Section 3 have been satisfied as of the Amendment No. 1 Effective Date; (c) Certified copies the representations and warranties contained in Section 5 of the resolutions Note Agreement and in the other Financing Documents shall be true and correct in all material respects on and as of the Board Amendment No. 1 Effective Date as if made on and as of Directors of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvalssuch date (or, if anyany such representation and warranty is expressly stated to have been made as of a specific date, with respect as of such specific date); provided that, in each case, such materiality qualifier shall not be applicable to this Amendment any representations and warranties that already are qualified or modified by materiality or Material Adverse Effect in the other Loan Documentstext thereof, in which case such qualified representations and warranties shall be true and correct in all respects; (d) A certificate no Default or Event of Default shall have occurred and be continuing on and as of the Secretary Amendment No. 1 Effective Date or immediately after giving effect to this Amendment; (e) the Noteholders shall have received fully executed copies of (i) the Credit Agreement Amendment, (ii) an Assistant Secretary amendment (the “Prudential Amendment) to that certain Amended and Restated Note Purchase and Private Shelf Agreement, dated as of July 25, 2012, by and among the Company, PGIM, Inc. and each of the Borrower certifying the names and true signatures purchasers party thereto in respect of $150,000,000 principal amount of the officers Company’s 4.40% Series X-X Xxxxxx Xxxxx xxx Xxxx 00, 0000 (xx amended and supplemented, and in effect on the date hereof)], and (iii) an amendment (the “2012 MetLife Amendment) to that certain Amended and Restated Note Purchase and Private Shelf Agreement, dated as of July 25, 2012, by and among the Company and each of the Borrower authorized purchasers party thereto in respect of $100,000,000 principal amount of the Company’s 4.40% Series B-M Senior Notes due July 25, 2042 (as amended and supplemented, and in effect on the date hereof), in each case, dated the date hereof and in form and substance reasonably satisfactory to sign this Amendment and the other documents Required Holders; (f) the Company shall have paid, or caused to be delivered hereunder or thereunderpaid, to each Noteholder an amendment fee equal to 0.05% of the aggregate principal amount of Notes held by such Noteholder as of the Amendment No. 1 Effective Date; and (eg) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C Noteholders shall have received all fees required to be paid on or prior to the Credit Agreement and as to such other matters as any Lender through the Paying Agent may reasonably requestAmendment No. 1 Effective Date.

Conditions of Effectiveness. This Amendment and the Third Amended and Restated Credit Agreement shall become effective as of on the date first above written (the “Amendment Effective Date”) when, and only when, the Paying Agent Agent, on behalf of Lenders, shall have received counterparts of this Amendment executed by the Borrower and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lenderreceived, in form and substance satisfactory to it, the Paying Agent (unless otherwise specified) and in sufficient copies for each Lenderfollowing: (a) A certificate signed Counterparts of this Amendment, duly executed by a duly authorized officer Borrower, each of the Guarantors, each Revolving Lender listed as a Continuing Lender on Annex II attached hereto (each a “Continuing Lender”) and each Revolving Lender listed as a Non-Continuing Lender on Annex III attached hereto (each a “Non-Continuing Lender”); (i) Counterparts of a master assignment and assumption agreement containing terms substantially consistent with the form of Assignment and Assumption Agreement attached to the Existing Credit Agreement as Exhibit C thereto and otherwise satisfactory in form and substance to Agent (the “Master Assignment and Assumption Agreement”), duly executed by each Revolving Lender assigning all or part of its Revolving Commitment and outstanding Revolving Loans as of the Effective Date to one or more Continuing Lenders, new Revolving Lenders (each, a “New Lender”), or both; (ii) confirmation that all Revolving Loans bearing interest as LIBOR Rate Loans have been converted to Revolving Loans bearing interest as Base Rate Loans; and (iii) confirmation that the Borrower has paid to Agent, for the account of the Lenders, of any additional interest required to be paid pursuant to §4.8 as a result of converting all LIBOR Rate Loans to Base Rate Loans; (c) Counterparts of the Third Amended and Restated Credit Agreement, duly executed by Borrower, each of the Guarantors, each of the Existing Revolving Lenders retaining any Revolving Commitment thereunder, and each new Lender acquiring any Revolving Commitment and Revolving Loans on the Effective Date; (d) A Note, executed by Borrower, for each Continuing Lender and each new Lender that shall have requested one, provided that, if such Continuing Lender shall have received a prior Note under the Existing Credit Agreement, such Continuing Lender shall deliver to Agent such prior Note in connection with such request, which prior Note, simultaneously with the Effective Date and the delivery by Borrower to Agent, on behalf of such Continuing Lender, of the requested Note, shall be deemed cancelled, following which Agent shall deliver such prior Note to Borrower; (e) Counterparts of all other Loan Documents required by Agent to be executed and delivered by the Loan Parties in connection with this Amendment, duly executed by each applicable Loan Party; (f) Favorable opinions addressed to Lenders and Agent and dated as of the Effective Date, in form and substance reasonably satisfactory to Agent, from counsel of Borrower and the other Loan Parties, and counsel in such other states as may be requested by Agent, as to such matters as Agent shall reasonably request; (g) True and correct copies of resolutions of Borrower and each other Loan Party that authorizes the execution, delivery and performance of this Amendment, the Third Amended and Restated Credit Agreement, and the other Loan Documents executed in connection herewith adopted by their respective board of directors or other governing body approving this Amendment and the transactions contemplated hereby, all of which are in full force and effect on the date hereof, each certified by its secretary, assistant secretary or other appropriate representative; (h) A certificate, dated the Amendment Effective Date, stating that:from the secretary, assistant secretary or other appropriate representative of Borrower and the other Loan Parties, in all respects satisfactory to Agent, (i) certifying as to the incumbency of authorized persons of Borrower and the other Loan Parties executing this Amendment and the Third Amended and Restated Credit Agreement, (ii) certifying that Borrower’s and the other Loan Parties’ Organizational Documents have not been amended, supplemented or otherwise modified since September 14, 2012 or, if such Organizational Documents have been amended, supplemented or otherwise modified since September 14, 2012, attaching true, complete and correct copies of each such amendment, supplement or modification; and (iii) attaching good standing certificates issued by the Secretary of State (or analogous officer) of the jurisdiction of its incorporation, organization or formation; (i) Evidence satisfactory to Agent that Borrower shall have issued at least $250,000,000 of its 8.50% Senior Secured Notes due 2022 as Permitted Bond Indebtedness; (j) Confirmation of payment in full by Borrower to Agent, for the account of the Term Lenders, in immediately available funds, of the outstanding principal amount of the Term Loans under the Existing Credit Agreement (including, but not limited to applicable additional interest, if any, pursuant to §4.8 of the Credit Agreement); (k) Confirmation of payment in full by Borrower to Agent, for the account of the Revolving Lenders holding any Revolving Commitment, Revolving Loan or participation in any Letter of Credit immediately prior to the Effective Date (each, an “Existing Revolving Lender”), whether a Continuing Lender or a Non-Continuing Lender, in immediately available funds, of all accrued and unpaid interest on the Revolving Loans outstanding immediately prior to the Effective Date (the “Existing Revolving Loans”), and all accrued and unpaid Facility Fees, all Letter of Credit Fees and other accrued and unpaid fees in respect of the Existing Revolving Loans or outstanding Letters of Credit, in each case to but not including the Effective Date; (l) Confirmation of payment in full by Borrower to Agent, for the account of the Swing Line Lender holding any Swing Line Loans or (as the case may be) the Agent with respect to Letters of Credit issued and outstanding under the Existing Credit Agreement immediately prior to the Effective Date, in immediately available funds, of all accrued and unpaid interest on the Swing Line Loans outstanding immediately prior to Effective Date, all accrued and unpaid Letter of Credit Fees with respect to such Letters of Credit, and all other accrued and unpaid fees in respect of the existing Swing Line Loans and Letters of Credit, in each case to but not including the Effective Date; (m) Confirmation of payment in full by Borrower to Agent, in immediately available funds, of all fees required to be paid to Agent (whether for its own account or for the account of the Lenders under the Third Amended and Restated Credit Agreement, whether they be a Continuing Lender or a New Lender) immediately after giving effect to this Amendment and the Third Amended and Restated Credit Agreement in connection with this Amendment and the Third Amended and Restated Credit Agreement, as required by the Agreement Regarding Fees dated March 7, 2014 among KeyBank, KeyBanc Capital Markets, Inc. and Borrower, and (without duplication of any other clause in this Section 4) under the existing Agreement Regarding Fees, dated as of September 12, 2012, all such fees such fee being fully earned and non-refundable when paid; (n) Evidence of release by Synovus Bank to Borrower of all cash collateral held by it as security for reimbursement obligations in connection with the Synovus letter of credit described on Schedule 1 attached hereto, issued outside of the Existing Credit Agreement; (o) Confirmation of payment in full by Borrower to Synovus Bank, in immediately available funds, of all fees required to be paid to Synovus Bank with respect to the Synovus letter of credit described on Schedule 1 attached hereto; (p) The representations and warranties contained in made pursuant to Section 4.01 5 of the Credit Agreement, as amended hereby, are this Amendment shall be true and correct on and as of the Amendment Effective Date; and (iiq) No event has occurred and is continuing that constitutes a Default; (b) The Consent attached heretoConfirmation of payment by Borrower, duly executed by each Guarantor existing on the Amendment Effective Date; (c) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Amendment and in immediately available funds, of all documents evidencing reasonable and documented costs and expenses incurred by Agent in connection with the execution and delivery of this Amendment, the Third Amended and Restated Credit Agreement and the other necessary corporate action Loan Documents, together with reasonable and governmental approvals, if any, documented fees and actually incurred expenses of Agent’s counsel with respect to this Amendment and the other Loan Documents; (d) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder or thereunder; and (e) A favorable opinion of Xxxx X. Xxxxxxxpost-closing matters, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C each case to the Credit Agreement and as extent invoiced at least one (1) Business Day prior to such other matters as any Lender through the Paying Agent may reasonably requestdate hereof.

Conditions of Effectiveness. This (a) The effectiveness of Sections 2, 3 and 4 of this First Amendment shall become effective as be subject to the satisfaction or waiver of each of the following conditions precedent on or prior to May 20, 1999, the date first above written (on which all such conditions shall have been satisfied or waived being the “"First Amendment Effective Date”) when, and only when, the Paying Agent shall have received counterparts of this Amendment executed by the Borrower and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender: (a) A certificate signed by a duly authorized officer of the Borrower, dated the Amendment Effective Date, stating that": (i) The representations Company shall have executed and warranties contained in Section 4.01 of delivered to the Lender an Amended and Restated Revolving Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a Default; (b) The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective Date; (c) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the other Loan Documents; (d) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder or thereunder; and (e) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the BorrowerNote, substantially in the form of Exhibit EXHIBIT A hereto, in exchange for the existing Revolving Credit Note, endorsed to reflect cancellation thereof, which Lender shall promptly deliver to the Company after the First Amendment Effective Date. (ii) The Company shall have executed and delivered to the Lender an Amended and Restated Term Note, substantially in the form of EXHIBIT B hereto, in exchange for the existing Term Note, endorsed to reflect cancellation thereof, which Lender shall promptly deliver to the Company after the First Amendment Effective Date. (iii) The Lender shall have received from each Guarantor an executed counterpart of the attached Consent and Agreement of Guarantor. (iv) The Lender shall have received the following (collectively the "Restated Financial Statements"): (i) the audited restated consolidated balance sheet of the Company and its Subsidiaries and the related restated consolidated statement of income, retained earnings and cash flow of the Company and its Subsidiaries for the fiscal year ended June 28, 1998, which shall have been audited by Ernst & Young, independent certified public accountants, as reflected in an audit report dated on or about the First Amendment Effective Date and (ii) the audited restated consolidated balance sheet of the Company and its Subsidiaries and the related restated consolidated statement of income, retained earnings and cash flow of the Company and its Subsidiaries for the nine-month fiscal period ended March 28, 1999, which shall have been audited by Ernst & Young, independent certified public accountants, as reflected in an audit report dated on or about the First Amendment Effective Date and which nine month statements shall indicate that (i) Consolidated Net Income for the nine month period ended March 28, 1999, was not less than [$7,600,000] (excluding the Company's redeemable Class C Common Stock dividends) and (ii) Consolidated Net Worth (calculated inclusive of the Company's Class C Common Stock) at March 28, 1999, was not less than $10,900,000 (bracketed amount ([ ]) is negative). (v) The Lender shall have received a certificate of the Chief Executive Officer or Chief Financial Officer of the Company dated the First Amendment Effective Date certifying that the representations and warranties in Section 5 hereto are true and correct as of the First Amendment Effective Date. (vi) The representations and warranties by the Company and each of its Subsidiaries pursuant to the Credit Agreement and the other Loan Documents to which each is a party shall be true and correct in all material respects on and as of the First Amendment Effective Date, after giving effect to Sections 2, 3 and 4 of the First Amendment, with the same effect as though such representations and warranties had been made on and as of such date unless such representation is as of a specific date, in which case, as of such date. (b) From and after the First Amendment Effective Date, each of the outstanding Term Note and the outstanding Revolving Credit Note shall be superseded and replaced by each of the Amended and Restated Term Note and the Amended and Restated Revolving Credit Note, respectively, both being delivered pursuant to Section 6(a) of this First Amendment. Both the previously outstanding Term Note and previously outstanding Revolving Credit Note will be deemed cancelled upon the occurrence of the First Amendment Effective Date. Except as expressly amended or otherwise modified pursuant hereto, the Credit Agreement and each other matters as any Loan Document shall remain unchanged and in full force and effect and is hereby ratified and confirmed in all respects. (c) The Lender through will notify the Paying Agent may reasonably requestCompany of the occurrence of the First Amendment Effective Date.

Conditions of Effectiveness. This The effectiveness of this Amendment shall become effective as be subject to the satisfaction of each of the date first above written following conditions precedent (the date on which all such conditions are satisfied, the “First Amendment Effective Date”): (a) when, and only when, the Paying Administrative Agent shall have received counterparts of this Amendment executed by the Borrower Borrower, the Administrative Agent and all each of the Lenders or, as to any of Increasing Lenders; (b) the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Administrative Agent shall have additionally received all counterparts of the following documentsreplacement Revolving Notes in favor of each Increasing Lender (in each case, each such document (unless otherwise specified) dated the date of receipt thereof if requested thereby), duly executed by the Paying Borrower; (c) the Administrative Agent (unless otherwise specified) shall have received an executed acknowledgment and in sufficient copies for each Lenderreaffirmation of this Amendment, in form and substance reasonably satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender:Administrative Agent, by the Subsidiary Guarantors and/or other Credit Parties; (ad) A certificate signed by a duly authorized officer of the Borrower, dated the Amendment Effective Date, stating that: (i) The representations and warranties of the Credit Parties contained in Section 4.01 5 shall be true and correct; (e) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying that attached thereto is a true, correct and complete copy of resolutions duly adopted by the board of directors of the Borrower authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Amendment and the other Loan Documents executed in connection herewith to which it is a party; (f) the Administrative Agent shall have received from the Borrower an Officer’s Compliance Certificate demonstrating, in form and substance reasonably satisfactory to the Administrative Agent, that the Borrower is in compliance with the financial covenants set forth in Article X of the Credit Agreement, in each case based on the financial statements most recently delivered pursuant to Section 8.1(a) or 8.1(b) of the Credit Agreement, as amended herebyapplicable, are correct both before and after giving effect (on a Pro Forma Basis) to (i) the Incremental Revolving Credit Commitment and as (ii) the making of any Loans pursuant thereto (with the Amendment Effective DateIncremental Revolving Credit Commitment being deemed to be fully funded); (g) the Administrative Agent shall have received customary legal opinions from counsel to the Borrower with respect to this Amendment; and (iih) No event has occurred and is continuing that constitutes a Default; (b) The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective Date; (c) Certified copies of the resolutions of the Board of Directors of the Borrower approving shall have paid all fees as separately agreed to in connection with this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the other Loan Documents; (d) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder or thereunder; and (e) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C to the Credit Agreement and as to such other matters as any Lender through the Paying Agent may reasonably requestAmendment.

Conditions of Effectiveness. This Second Amendment shall become effective as of the date first above written (the “Amendment Effective Date”) when, and only when, the Paying Agent and each of the Lenders shall have received counterparts a counterpart of this Second Amendment executed by the Borrower and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment Company and the Paying Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lenderreceived, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lenderthe Lenders: (a) A certificate signed Note payable to each Lender duly executed by a duly authorized officer the Company in the form of the Borrower, dated the Amendment Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a DefaultExhibit A hereto; (b) The Consent attached hereto, An amendment to and reaffirmation of the Security Agreement duly executed by each Guarantor existing on the Amendment Effective DateCompany; (c) Certified copies A reaffirmation of the resolutions Subsidiary Guaranty and the Subsidiary Security Agreement duly executed by Covxxxxxx; (d) A copy of resolutions, in form and substance reasonably satisfactory to the Agent, of the Board of Directors of the Borrower approving Company authorizing the execution, delivery and performance by it of this Amendment and of all documents evidencing other necessary corporate action and governmental approvalsSecond Amendment, if any, with respect to this Amendment the Notes and the other Loan Documentsdocuments delivered in connection herewith certified by the Secretary or an Assistant Secretary of the Company, which certificate shall state that the resolutions thereby certified are in full force and effect and have not been amended, modified, revoked or rescinded as of the date hereof; (de) A certificate dated the date hereof of the Secretary or an Assistant Secretary of each of the Borrower certifying Company and Covxxxxxx xxrtifying (i) as to the names incumbency and true signatures of its officers executing this Second Amendment, the officers of the Borrower authorized to sign this Amendment Notes and the other documents to be delivered hereunder in connection herewith (as applicable) and (ii) that each of the certificate of incorporation and bylaws delivered in connection with the Existing Credit Agreement is in full force and effect and has not been amended, modified, revoked or thereunder; andrescinded as of the date hereof, together with evidence of the incumbency of such Secretary or Assistant Secretary; (ef) A favorable An executed legal opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary dated the date hereof and General Counsel for the Borrower, substantially in the form of Exhibit C addressed to the Credit Agreement Agent and as the Lenders, of Disxxxx Xxrxxx X'Xxxxxx & Casxxxxxxxx XXP, counsel to such other matters as any Lender through the Paying Agent may Company and Covxxxxxx, xn a form reasonably request.satisfactory to the Agent, the Lenders and each of their special counsel;

Conditions of Effectiveness. This Amendment Agreement shall become effective as of when the date first above written (the “Amendment Effective Date”) when, and only when, the Paying Administrative Agent shall have received counterparts of this Amendment Agreement executed by the Borrower Borrower, all Facility A Lenders, all Facility B Lenders and all of Lenders (including such Facility A Lenders and Facility B Lenders) that in the aggregate constitute “Required Lenders” under the Original Credit Agreement; provided, however, that the Lenders orshall not be required to make any Advance hereunder nor shall the Issuer be required to issue any Facility Letter of Credit hereunder, as to any of unless and until (i) the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Administrative Agent shall have additionally received all the fees provided to be paid pursuant to the Fee Letter and (ii) the Administrative Agent shall have received each of the following items (with all documents required below, except as otherwise specified, to be dated the Closing Date, which date shall be the same for all such documents, and each of such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender, documents to be in form and substance satisfactory to the Paying Agent Administrative Agent, to be fully and properly executed by all parties thereto, and (unless otherwise specifiedexcept for the Notes) and to be in sufficient copies for each Lender), and the conditions specified below shall have been satisfied: (a) A Facility A Note payable to the order of the Administrative Agent and a Facility A Note payable to the order of each Facility A Lender that shall have requested a Facility A Note in accordance with this Agreement; a Facility B Revolver Note and a Facility B Term Note payable to the order of the Administrative Agent and a Facility B Revolver Note and Facility B Term Note payable to the order of each of the Facility B Lenders that shall have requested such Notes in accordance with this Agreement; and a Facility C Note payable to the order of the Administrative Agent and a Facility C Note payable to the order of each of the Facility C Lenders that shall have requested a Facility C Note in accordance with this Agreement. (b) From each Subsidiary of the Borrower (except for the Mortgage Banking Subsidiaries and the Subsidiaries listed in Schedule VII hereto), a Guaranty executed and delivered as of the Closing Date or, if such Subsidiary has heretofore executed and delivered a Guaranty pursuant to the Original Credit Agreement, a written instrument executed by such Guarantor ratifying such Guaranties. (c) From the Borrower and each of the Guarantors that owns Capital Stock or other equity interests in any Significant Subsidiary and such other Subsidiaries as may be required pursuant to Section 8.01(a)(ii), Pledge Agreements executed and delivered as of the Closing Date or, to the extent such Pledge Agreements have heretofore been executed and delivered pursuant to the Original Credit Agreement, a written instrument executed by the Borrower and such Subsidiaries ratifying such Pledge Agreements, which Pledge Agreements pledge (in each case) the Capital Stock of such Subsidiaries, together with such stock certificates and other documents provided to be delivered pursuant to the Pledge Agreements and the Collateral Trust Agreement provided for in Section 8.03(a) (except to the extent previously delivered pursuant to the Original Credit Agreement). (d) The favorable written opinions addressed to the Lenders, and in form and substance satisfactory to the Administrative Agent, from (i) Bilzin Xxxxxxx Xxxx Xxxxx Price & Xxxxxxx, LLP (counsel to the Borrower), with respect to Borrower and the Loan Parties (other than those that are Subsidiaries of New U.S. Home), (A) confirming the accuracy of the representations and warranties set forth in Sections 4.01 (excluding clause (b) thereof, and limited, in the case of clause (a) thereof, to the jurisdictions listed under the heading “Where Qualified” in Schedule VI hereto), 4.02, 4.06, 4.11, 4.12, and the second sentence of Section 4.08 hereof and the last sentence of Section 4.14, hereof (which opinion, as to the representations set forth in clauses (b)(ii), (c) and (d) of Sections 4.02, 4.06, 4.11, 4.12, and the second sentence of Section 4.08 hereof, may be to the best knowledge of such counsel, and may in its entirety be limited to Florida, Arizona, Delaware, Texas, California, Nevada, New York, Colorado and United States federal law); (B) to the effect that this Agreement, the Notes, the Guaranties and the other Loan Documents have been duly authorized, executed and delivered by the applicable Loan Parties; (C) that no authorization, consent, approval, license or exemption of, or filing nor registration with or other action by any New York, United States federal or Delaware governmental department, commission, board, bureau, regulatory body, agency or instrumentality or to the best knowledge of such counsel, any court is or will be necessary for the execution, delivery and performance by any applicable Loan Party of this Agreement, the Notes, the Guaranties and the other Loan Documents (as applicable); and (D) this Agreement, the Notes, the Guaranties and the other Loan Documents constitute the legal, valid and binding obligations of the applicable Loan Parties, enforceable in accordance with their respective terms, except as the rights and remedies of the Lenders thereunder may be limited by (1) applicable bankruptcy, reorganization, insolvency and other laws effecting creditors’ rights generally from time to time in effect, (2) the exercise of the discretionary powers of the court before which any proceeding seeking equitable remedies (including, without limitation, specific performance and injunctive relief) may be brought, and (3) such other qualifications expressed in the opinion, provided that such qualifications are acceptable to Administrative Agent, and (ii) from Xxxxxx Xxxx (Executive Director-Legal, of New U.S. Home) addressing the matters described in clause (i) with respect to the Subsidiaries of New U.S. Home that are Loan Parties. The opinion provided for in clause (i) above may rely on, or, if and to the extent approved by the Administrative Agent, there shall be furnished to the Administrative Agent in lieu of (but solely with respect to the matters described below) the opinion described in clause (i) above, opinions, each of which shall also be addressed to the Lenders and in form and substance, satisfactory to the Administrative Agent from counsel retained by the Borrower, satisfactory to the Administrative Agent and licensed to practice law in the States of Arizona, California, Colorado, Nevada and Texas which opinions shall address matters of law in such states. The Borrower hereby instructs such counsel to prepare their opinions and deliver such opinions to the Lenders for the benefit of the Lenders, and such opinions shall contain a statement to such effect. (e) The following supporting documents with respect to each Loan Party: (i) a copy of its certificate or articles of incorporation or formation or certificate of limited partnership (as applicable) certified as of a date reasonably close to the Closing Date to be a true and accurate copy by the Secretary of State of its state of incorporation or formation (except as otherwise provided below); (ii) a certificate of that Secretary of State, dated as of a date reasonably close to the Closing Date, as to its existence and (if available) good standing; (iii) a certificate of the Secretary of State of each jurisdiction, other than its state of incorporation or formation, in which it does business, as to its qualification as a foreign corporation, limited partnership or limited liability company; (iv) a copy of its by-laws, partnership agreement or operating agreement (as applicable), certified by its secretary or assistant secretary, general partner, manager or other appropriate Person (as applicable) to be a true and accurate copy of its by-laws, partnership agreement or operating agreement (as applicable) in effect on the Closing Date (except as otherwise provided below); (v) a certificate of its secretary or assistant secretary, general partner, manager or other appropriate Person (as applicable), as to the incumbency and signatures of its officers or other Persons who have executed any documents on behalf of such Loan Party in connection with the transactions contemplated by this Agreement; (vi) a copy of resolutions of its Board of Directors, certified by its secretary or assistant secretary to be a true and accurate copy of resolutions duly adopted by such Board of Directors, or other appropriate resolutions or consents of, its partners or members certified by its general partner or manager (as applicable) to be true and correct copies thereof duly adopted, approved or otherwise delivered by its partners or members (to the extent necessary and applicable), each of which is certified to be in full force and effect on the Closing Date, authorizing the execution and delivery by it of this Agreement, the Notes, the Guaranties and the other Loan Documents to which it is a party and the performance by it of all its obligations thereunder; and (vii) such additional supporting documents and other information with respect to its operations and affairs as the Administrative Agent may reasonably request; provided, however, that, with respect to Loan Parties (other than the Borrower and Significant Subsidiaries) whose certificate or articles of incorporation or formation or certificate of limited partnership (as provided in clause (i) above) or by-laws, partnership agreement or operating agreement (as provided in clause (iv) above) has not been amended or modified since the date that a certified copy thereof was delivered to the Administrative Agent pursuant to the Original Credit Agreement, the Borrower may furnish in lieu thereof a certificate of the secretary, assistant secretary, general partner, manager or other appropriate Person (as applicable) on behalf of such Loan Party that such Loan Party’s certificate or articles of incorporation or formation or certificate of limited partnership (as provided in clause (i) above) or by-laws, partnership agreement or operating agreement (as provided in clause (ii) above) has not been modified or amended since the date so furnished and remains in full force and effect. (f) Certificates signed by a duly authorized officer of the Borrower, dated the Amendment Effective Date, Borrower stating that: : (i) The the representations and warranties of the Borrower contained in Section 4.01 of the Credit Agreement, as amended hereby, Article IV hereof are correct and accurate on and as of the Amendment Effective Date; and Closing Date as though made on and as of the Closing Date and (ii) No no event has occurred and is continuing that which constitutes a Default;an Event of Default or Unmatured Default hereunder. (bg) The Consent attached hereto, duly executed A certificate signed by each Guarantor existing on the Amendment Effective Date; (c) Certified copies of the resolutions of the Board of Directors an Authorized Financial Officer of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect showing in reasonable detail the calculations used to this Amendment and determine the other Loan Documents;Leverage Ratio for the Pricing Grid. (dh) A certificate of The certified financial statements provided for in Section 6.04(b) and Section 6.04(c) hereof for the Secretary or an Assistant Secretary of quarter ending February 28, 2002. (i) The report provided for in Section 6.04(g) hereof for the Borrower certifying month ending March 31, 2002. (j) The certified report provided for in Section 6.04(l) hereof for the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the quarter ending February 28, 2002. (k) Such other documents to be delivered hereunder as the Administrative Agent or thereunder; and (e) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C to the Credit Agreement and as to such other matters as any Lender through the Paying Agent its counsel may reasonably request.

Conditions of Effectiveness. This Amendment shall become effective as upon satisfaction of the date first above written following conditions precedent: (the “Amendment Effective Date”i) when, Selway and only when, the Paying Agent CIP shall each have received counterparts an original version of this Amendment executed by the Borrower Company, Selway and CIP and consented and agreed to by Selway Management, (ii) Selway shall have received $271,834.00 and CIP shall have received $32,946.00, in each case in immediately available funds, which $304,779.00 aggregate amount represents a portion of the accrued and unpaid interest on the Series A Debentures to and including January 17, 2003, (iii) Selway and CIP shall each have received payment by the Company of all outstanding invoices for professional fees, costs and expenses and all fees, costs and expenses including without limitation any such costs related to this Amendment or the transactions contemplated hereby in accordance with Section 11 hereof; (iv) the Selway and CIP shall each have received an original version of an Omnibus Amendment and Agreement dated of even date herewith (the "OMNIBUS AGREEMENT") among the Company, Selway, CIP and as acknowledged and agreed by Selway Management amending the terms and conditions of the Lenders orInvestment Documents (as hereinafter defined) on terms and conditions satisfactory to Selway and CIP in all respects; (v) Selway and CIP each shall have received an original $1,100,000 INSCI, as Corp. Amended and Restated Convertible Subordinated Debenture executed and delivered by the Company in favor of each of them (each, an "AMENDED AND RESTATED DEBENTURE"); (vi) Selway Management shall have received an original version of Amendment No. 2 to any Management Agreement dated of even date herewith between Selway Management and the Company; (vii) Selway and Selway Management shall each have received an original version of the LendersFourth Amendment to Investment Agreement of even date herewith by and among the Company, advice satisfactory to the Paying Agent that such Lender has Selway and Selway Management executed this Amendment and the Paying Agent delivered by each of them; (viii) Selway Management shall have additionally received all an original $165,000 INSCI CORP. Convertible Subordinated Debenture executed by the Company in favor of the following Selway Management; (ix) Selway and CIP shall have received such other certificates, instruments, documents, agreements and opinions of counsel as may be required by Selway and CIP or its counsel, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender, which shall be in form and substance satisfactory to Selway and CIP and its counsel including without limitation evidence of approval by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender: (a) A certificate signed by a duly authorized officer of the Borrower, dated the Amendment Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a Default; (b) The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective Date; (c) Certified copies of the resolutions of the independent Board of Directors of the Borrower approving transactions contemplated by this Amendment Amendment; and of all documents evidencing other necessary corporate action (x) Selway and governmental approvals, if any, with respect to this Amendment and the other Loan Documents; (d) A certificate of the Secretary or CIP shall have received an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder or thereunder; and (e) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C counsel to the Credit Company regarding the enforceability of this Amendment, the Amended and Restated Debentures, the Omnibus Agreement and as to any and all related agreements and such other matters as any Lender through the Paying Agent may Selway, CIP or Selway Management shall reasonably request.

Conditions of Effectiveness. This Amendment shall become effective as of the first date first above written (the “Amendment Effective Date”) whenon which, and only whenif, each of the Paying following conditions precedent shall have been satisfied: (a) The Administrative Agent shall have received counterparts of this Amendment executed by the Borrower and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lenderreceived, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for Administrative Agent, counterparts of this Amendment executed by each Lender: (a) A certificate signed by a duly authorized officer of the Borrower, dated the Amendment Effective Date, stating that: (i) The representations Loan Parties and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a Default;those Lenders comprising Required Lenders. (b) The Consent attached heretoAdministrative Agent shall have received, duly in form and substance satisfactory to the Administrative Agent, counterparts of each of the Pledge Agreement, the Security Agreement and the Intercreditor Agreement executed by each Guarantor existing of the parties thereto. (c) The Administrative Agent shall be satisfied that all filings necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Pledge Agreement and the Security Agreement will be made promptly following the Amendment Effective Date. (d) The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent, (i) an amendment of the 2019 Term Loan Agreement and (ii) an amendment to the 2016 Term Loan Agreement, in each case modifying the underlying agreement to account for the terms herein and making certain other corresponding modifications. (e) The Administrative Agent shall have received (i) a certificate signed by a Responsible Officer of the Borrower stating that the Mortgages and Assignments of Leases on the Initial Mortgaged Properties, in substantially the form attached thereto (the “Approved Real Estate Documents”), have been approved by the Borrower for release and recording in accordance herewith and (ii) original signature pages for each of the Approved Real Estate Documents which the Agents shall hold in escrow in accordance with this subsection (e). The parties acknowledge and agree that the release from escrow of the original signature pages for the Approved Real Estate Documents shall be in the Agents’ sole discretion and shall not be subject to any condition, occurrence or consent, and the Loan Parties hereby irrevocably authorize the Agents to attach the original signature pages to the applicable Approved Real Estate Documents upon the release thereof from escrow. Notwithstanding the foregoing, the original signature pages shall not be released from escrow and the Approved Real Estate Documents will not be filed or recorded unless and until the Administrative Agent reasonably concludes that the Lenders have completed their required due diligence in respect of the Flood Laws. For the avoidance of doubt, no Lien or security interest provided for in any Approved Real Estate Document is or will be effective until the signature pages are released from escrow and attached thereto. (f) (i) the fees provided for in Section 9(a) and (ii) all of the reasonable out-of-pocket expenses of the Administrative Agent (including the reasonable fees and expenses of counsel for the Administrative Agent) due and payable on the Amendment Effective Date; (c) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the other Loan Documents; (d) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder or thereunder; and (e) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially Date shall have been paid in the form of Exhibit C to the Credit Agreement and as to such other matters as any Lender through the Paying Agent may reasonably requestfull.

Conditions of Effectiveness. (a) This Amendment and --------------------------- Waiver (other than Sections 1(b) and 2) shall become effective as of the date first above written (the “Amendment Effective Date”) when, and only when, the Paying following conditions precedent have been satisfied: (i) on or before 5:00 p.m. (New York City time) on June 14, 1999 or such later date as the Administrative Agent and the Borrower shall agree (but in any event, on or before June 30, 1999) (the "Closing ------- Date"), the Administrative Agent shall have received counterparts of ---- (i) this Amendment and Waiver executed by the Borrower and all of the Required Lenders or, as to any of the Lenders, advice satisfactory to the Paying Administrative Agent that such Required Lender has executed this Amendment and Waiver and (ii) the Paying Agent shall have additionally received all of the following documents, Consent attached hereto executed by each such document Loan Party (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender: (a) A certificate signed by a duly authorized officer of other than the Borrower, dated the Amendment Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date); and (iiA) No event an amendment fee for the account of each Lender that approves this Amendment and Waiver in an amount equal to 0.25% of such Lender's aggregate Commitments (after giving effect to any change in such Lender's aggregate Commitments to be effected in connection therewith) shall have been received by the Administrative Agent for the account of the Lenders executing this Amendment and Waiver on or prior to the Closing Date, (B) the fees set forth in the fee letter dated as of June 11, 1999 between the Borrower and the Agents shall have been received by the Administrative Agent for the benefit of the Agents on or prior to the Closing Date, and (iii) the fees and expenses of counsel to the Agents previously accrued and invoiced has occurred and is continuing that constitutes a Default;been received by counsel to the Agents on or prior to the Closing Date. (b) The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective Date; (cSections 1(b) Certified copies and 2 of the resolutions of the Board of Directors of the Borrower approving this Amendment and Waiver shall become effective as of all documents evidencing other necessary corporate action the date first above written when, and governmental approvalsonly when, if anyon or before September 30, with respect 1999 the conditions precedent set forth in clause (a) above have been satisfied and the conditions precedent to the effectiveness contained in Section 3.05 of the Fourth Amended and Restated Credit Agreement have been satisfied. The effectiveness of Sections 1 and 2 of this Amendment and Waiver is conditioned upon the other Loan Documents; (d) A certificate accuracy of the Secretary or an Assistant Secretary factual matters described herein. This Amendment and Waiver is subject to the provisions of Section 8.01 of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder or thereunder; and (e) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C to the Existing Credit Agreement and as to such other matters as any Lender through the Paying Agent may reasonably requestAgreement.

Conditions of Effectiveness. (a) This Amendment shall become be deemed effective as of the date first above written when, and only when (the “Amendment No. 3 Effective Date”), (i) when, and only when, the Paying Agent shall have received counterparts of this Amendment executed by the Borrower Borrower, the Guarantors and all of the Lenders Majority Banks or, as to any of the LendersBanks, advice satisfactory to the Paying Agent that such Lender Bank has executed this Amendment and Amendment, (ii) the Paying Agent shall have additionally received evidence of payment by Bank of America to Deutsche Bank Trust Company Americas in respect of the reduction in Deutsche Bank Trust Company Americas’ Commitments as set forth on Schedule 1.1 attached hereto, (iii) the Borrower shall have paid to each Bank that executes this Amendment, in immediately available funds, an amendment fee equal to 0.00375 multiplied by the amount of such Bank’s Commitment as of the date hereof, after giving effect to this Amendment, and (iv) the Agent shall have received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each LenderBank, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each LenderAgent: (a) i. an opinion of Fulbright & Xxxxxxxx, L.L.P., counsel for the Loan Parties, in the form of Exhibit A certificate attached hereto; ii. certificates signed by a duly authorized officer of the Borrower, dated the Amendment Effective Date, Borrower and each Guarantor stating that: (i) The representations and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, 4 are correct on and as of the Amendment Effective Datedate of such certificate as though made on and as of such date other than any such representations or warranties that, by their terms, refer to a date other than the date of such certificates; and (ii) No event has occurred and is continuing that constitutes a Default;. (b) The Consent attached iii. a perfection certificate, in substantially the form of Exhibit B hereto, duly completed and executed by a Responsible Officer of each Guarantor existing on Loan Party. iv. (A) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Amendment Effective Date; (c) Certified copies Agent may reasonably require evidencing the identity, authority and capacity of the resolutions of the Board of Directors of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, each Responsible Officer thereof authorized to act as a Responsible Officer in connection with respect to this Amendment and the other Loan Documents; Documents to which such Loan Party is a party or is to be a party and (dB) A certificate a copy of a Certificate of the Secretary or an Assistant Secretary of State of the Borrower jurisdiction of incorporation of each Loan Party certifying the names as to a true and true signatures correct copy of the officers charter of such Loan Party and each amendment thereto on file in such Secretary’s office. v. a security agreement (together with each other security agreement and security agreement supplement delivered pursuant to Section 6.18, in each case as amended by this Amendment, the “Security Agreement”), duly executed by each Loan Party, together with: (i) certificates representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, (ii) proper Financing Statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Agent may reasonably deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (iii) completed requests for information, dated as of a recent date, listing the effective financing statements filed in the jurisdictions referred to in clause (ii) above that name any Loan Party as debtor, together with copies of such other financing statements, (iv) evidence of the Borrower authorized completion of all other actions, recordings and filings of or with respect to sign this Amendment and the other documents Security Agreement that the Agent may deem necessary or desirable in order to be delivered hereunder or thereunder; perfect the Liens created thereby, and (ev) A favorable opinion evidence that all other action that the Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken. vi. an intellectual property security agreement (together with each other intellectual property security agreement and intellectual property security agreement supplement delivered pursuant to Section 6.18 of Xxxx X. Xxxxxxxthe Credit Agreement, Senior Vice Presidentas amended by this Amendment, Secretary in each case as amended, the “Intellectual Property Security Agreement”), duly executed by each Loan Party. vii. evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and General Counsel for is in effect, together with the certificates of insurance, naming the Agent, on behalf of the Banks, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral. (b) On the Amendment No. 3 Effective Date, pursuant to the request of the Borrower, substantially in the form of Exhibit C Total Commitments will be automatically reduced to the Credit Agreement and as to such other matters as any Lender through the Paying Agent may reasonably request$60,000,000.

Conditions of Effectiveness. This Amendment shall become effective as of the date first above written (the “Amendment Effective Date”) when, and only when, (A) the Paying Administrative Agent shall be satisfied with the corporate and legal structure and capitalization of each of (i) Dresser, Ltd., a corporation organized and existing under the laws of Bermuda, (ii) Dresser Holdings, Ltd., a corporation organized and existing under the laws of Bermuda, (iii) Delaware Intermediate HoldCo and (iv) Dresser Mergerco, Inc., including in each case the terms and conditions of the charter, bylaws and other constituent documents and of each agreement or instrument relating to such structure and capitalization, and (B) the Administrative Agent shall have received each of the following: (i) counterparts of this Amendment executed by the Borrower Borrowers and all of the Required Lenders or, as to any of the Lenders, advice satisfactory to the Paying Administrative Agent that such Lender has executed this Amendment Amendment; (ii) the consent attached hereto duly executed by each Guarantor and each Grantor; (iii) a Guaranty Supplement in the Paying form of Exhibit H to the Credit Agreement duly executed by DEG Acquisitions; (iv) an assumption agreement in form and substance satisfactory to the Administrative Agent shall have additionally received duly executed by Delaware Intermediate HoldCo with respect to the assumption by Delaware Intermediate HoldCo of all of the following documentsObligations of DEG Acquisitions arising under the Loan Documents (including, without limitation, as Guarantor or Grantor thereunder), together with evidence that all action the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority lien and security interest created under the Collateral Documents in the assets of Delaware Intermediate HoldCo have been taken; (v) a merger agreement in form and substance satisfactory to the Administrative Agent with respect to the Merger, duly executed by each such document of the parties thereto; and (unless otherwise specifiedvi) dated a favorable opinion of Xxxxxx & Xxxxxxx, United States counsel for the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each LenderLoan Parties, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender: (a) A certificate signed by a duly authorized officer of the Borrower, dated the Amendment Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a Default; (b) The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective Date; (c) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the other Loan Documents; (d) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder or thereunder; and (e) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C to the Credit Agreement and as to such other matters as any Lender through the Paying Agent may reasonably requestAdministrative Agent.

Conditions of Effectiveness. This Amendment shall become effective as of the date first above written (the “Amendment Effective Date”) when, and only when, (a) the Paying Agent shall have received counterparts of this Amendment executed by each of the Borrower Dravo Parties and the Lenders and copies of the Notes, in substantially the form of Exhibits A-I, A-2 and A-3 attached hereto, and Term Notes, in substantially the form of Exhibits B-1, B- 2 and B-3 attached hereto, executed by the Companies, (b) all accrued but unpaid interest, fees and expenses under the terms of the Revolving Credit Agreement, as amended hereby, and all outstanding fees and expenses of counsel to the Lenders or, as to any of Agent and the Lenders, advice satisfactory shall have been paid in full to the Paying extent due and payable after giving effect to this Amendment. The Dravo Parties further agree to provide to the Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received on or before September 15, 1997, all of the following documents, each such document (unless otherwise specifiedindicated) being dated a date acceptable to the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each LenderAgent, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender: (a) A certificate signed by a duly authorized officer of the Borrower, dated the Amendment Effective Date, stating thatLenders: (i) The representations Copies of (A) all documents evidencing all requisite corporate action of each Dravo Party (including any and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a Default; (b) The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective Date; (c) Certified copies of the all resolutions or unanimous written consents of the Board of Directors of each Dravo Party) authorizing the Borrower approving execution, delivery and performance of this Amendment and of the matters contemplated hereby and thereby, (B) all documents evidencing other necessary corporate action and governmental approvalsall Governmental Approvals, if any, with respect to this Amendment and the other Loan Documentsmatters contemplated hereby and thereby, and (C) any amendments to the certificate or articles of incorporation (certified as of a recent date by the Secretary of the state of its jurisdiction of incorporation) and bylaws of each Dravo Party that have not been previously furnished to Lenders; (dii) A certificate of the Secretary or an Assistant Secretary of the Borrower each Dravo Party certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment on behalf of such Dravo Party and the any other documents to be delivered hereunder or thereunder; andby such Dravo Party hereunder; (eiii) A favorable opinion of Xxxx X. XxxxxxxBxxxxxxx Ixxxxxxxx, Senior Vice PresidentProfessional Corporation, Secretary and General Counsel special counsel for the BorrowerDravo Parties, substantially in the form of Exhibit C and substance satisfactory to the Credit Agreement and Lenders; (iv) Such other documents, instruments, approvals (and, if required by the Agent, certified duplicates of executed copies thereof) or opinions as to such other matters as the Agent or any Lender through the Paying Agent may reasonably request. The representations and warranties contained herein shall be true on and as of the Effective Date; there shall exist on the Effective Date, no Event of Default or Default; there shall exist no material adverse change in the financial condition, business operation or prospects of any Dravo Party or its Subsidiaries since December 31, 1996.

Conditions of Effectiveness. This Amendment shall become effective as of the date first above written (the “Amendment Effective Date”) when, and only when, the Paying Agent shall have received counterparts the following: (a) Counterparts of this Amendment executed by the Borrower Borrower, the Required Lenders and all each Acquisition Lender for which the Acquisition Commitment of the Lenders such Lender is increased as a result of this Amendment or, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender: (a) A certificate signed by a duly authorized officer of the Borrower, dated the Amendment Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a Default;Amendment, (b) The Consent consent attached hereto, duly hereto executed by each the Parent Guarantor existing on and the Amendment Effective Date;Subsidiary Guarantors, (c) Certified copies of the resolutions of the Board of Directors of the Borrower and each other Loan Party approving this Amendment Amendment, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the other Loan Documents;Amendment, (d) A certificate of each of the Borrower, the Parent Guarantor and each other Loan Party, signed on behalf of such Person by its President, any Executive Vice President or any Vice President and its Secretary, dated the date of this Amendment (the statements made in which certificate shall be true on and as of the date of this Amendment), certifying as to (A) the absence of any amendments to the charter of such Person since the date of the Secretary of State's certificate referred to in Section 3.01(k)(iii) of the Credit Agreement, (B) a true and correct copy of the bylaws of such Person as in effect on the date on which the resolutions referred to in clause (c) were adopted and on the date of this Amendment, (C) the due incorporation and good standing or an Assistant valid existence of such Person as a corporation organized under the laws of the jurisdiction of its incorporation and the absence of any proceeding for the dissolution or liquidation of such Person, (D) the completeness and accuracy of the representations and warranties contained in the Loan Documents as though made on and as of the date of this Amendment and (E) the absence of any event occurring and continuing, or resulting from this Amendment, that constitutes a Default, (e) A certificate of the Secretary of each of the Borrower Borrower, the Parent Guarantor and each other Loan Party certifying the names and true signatures of the officers of the Borrower such Persons authorized to sign this Amendment and the other documents to be delivered hereunder or thereunder; andConsent, as applicable, (ef) A favorable opinion of Xxxx X. XxxxxxxRopes & Gray, Senior Vice President, Secretary and General Counsel xxecial counsel for the BorrowerLoan Parties, substantially in the form of Exhibit C and substance reasonably satisfactory to the Agent. This Amendment is subject to the provisions of Section 9.01 of the Credit Agreement and as to such other matters as any Lender through the Paying Agent may reasonably requestAgreement.

Conditions of Effectiveness. This Amendment Agreement shall become effective as of when the date first above written (the “Amendment Effective Date”) when, and only when, the Paying Administrative Agent shall have received counterparts of this Amendment Agreement executed by the Borrower Borrower, all Facility A Lenders, all Facility B Lenders and all of Lenders (including such Facility A Lenders and Facility B Lenders) that in the aggregate constitute “Required Lenders” under the Prior Credit Agreement; provided, however, that the Lenders orshall not be required to make any Advance hereunder nor shall the Issuer be required to issue any Facility Letter of Credit hereunder, as to any of unless and until (i) the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Administrative Agent shall have additionally received all the fees provided to be paid pursuant to the Fee Letter and (ii) the Administrative Agent shall have received each of the following items (with all documents required below, except as otherwise specified, to be dated the Closing Date, which date shall be the same for all such documents, and each of such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender, documents to be in form and substance satisfactory to the Paying Agent Administrative Agent, to be fully and properly executed by all parties thereto, and (unless otherwise specifiedexcept for the Notes) and to be in sufficient copies for each Lender), and the conditions specified below shall have been satisfied: (a) A Facility A Note payable to the order of the Administrative Agent and a Facility A Note payable to the order of each Facility A Lender that shall have requested a Facility A Note in accordance with this Agreement; a Facility B Revolver Note and a Facility B Term Note payable to the order of the Administrative Agent and a Facility B Revolver Note and Facility B Term Note payable to the order of each of the Facility B Lenders that shall have requested such Notes in accordance with this Agreement; and a Facility C Note payable to the order of the Administrative Agent and a Facility C Note payable to the order of each of the Facility C Lenders that shall have requested a Facility C Note in accordance with this Agreement. (b) From each Subsidiary of the Borrower (except for the Mortgage Banking Subsidiaries and the Subsidiaries listed in Schedule VII hereto), a Guaranty executed and delivered as of the Closing Date or, if such Subsidiary has heretofore executed and delivered a Guaranty pursuant to the Original Credit Agreement or the Prior Credit Agreement, a written instrument executed by such Guarantor ratifying such Guaranties. (c) From the Borrower and each of the Guarantors that owns Capital Stock or other equity interests in any Significant Subsidiary and such other Subsidiaries as may be required pursuant to Section 8.01(a)(ii), Pledge Agreements executed and delivered as of the Closing Date or, to the extent such Pledge Agreements have heretofore been executed and delivered pursuant to the Original Credit Agreement or the Prior Credit Agreement, a written instrument executed by the Borrower and such Subsidiaries ratifying such Pledge Agreements, which Pledge Agreements pledge (in each case) the Capital Stock of such Subsidiaries, together with such stock certificates and other documents provided to be delivered pursuant to the Pledge Agreements and the Collateral Trust Agreement provided for in Section 8.03(a) (except to the extent previously delivered pursuant to the Original Credit Agreement or the Prior Credit Agreement). (d) The favorable written opinions addressed to the Lenders, and in form and substance satisfactory to the Administrative Agent, from (i) Bilzin Xxxxxxx Xxxxx Price & Xxxxxxx, LLP (counsel to the Borrower), with respect to (A) Borrower and (B) any other Loan Parties (other than those (if any) that are Subsidiaries of New U.S. Home) that are incorporated or formed under Florida, Delaware or New York law and that deliver a Guaranty or Pledge Agreement on the Closing Date, which opinion shall be substantially in the form delivered pursuant to the Prior Credit Agreement but which shall be limited to this Agreement and the Notes, Guaranties and Pledge Agreements delivered on the Closing Date hereunder and (ii) (if applicable) from Xxxxxx Xxxx (Executive Director-Legal, of New U.S. Home) substantially in the form delivered pursuant to the Prior Credit Agreement, but only with respect to the Subsidiaries of New U.S. Home (if any) that deliver Guaranties or Pledge Agreements on the Closing Date hereunder. The Borrower hereby instructs such counsel to prepare their opinions and deliver such opinions to the Lenders for the benefit of the Lenders, and such opinions shall contain a statement to such effect. (e) The following supporting documents with respect to each Loan Party (except as otherwise provided below): (i) a copy of its certificate or articles of incorporation or formation or certificate of limited partnership (as applicable) certified as of a date reasonably close to the Closing Date to be a true and accurate copy by the Secretary of State of its state of incorporation or formation (except as otherwise provided below); (ii) a certificate of that Secretary of State, dated as of a date reasonably close to the Closing Date, as to its existence and (if available) good standing (except as otherwise provided below); (iii) a certificate of the Secretary of State of each jurisdiction, other than its state of incorporation, in which it does business, as to its qualification as a foreign corporation; (iv) a copy of its by-laws, partnership agreement or operating agreement (as applicable), certified by its secretary or assistant secretary, general partner, manager or other appropriate Person (as applicable) to be a true and accurate copy of its by-laws, partnership agreement or operating agreement (as applicable) in effect on the Closing Date (except as otherwise provided below); (v) a certificate of its secretary or assistant secretary, general partner, manager or other appropriate Person (as applicable), as to the incumbency and signatures of its officers or other Persons who have executed any documents on behalf of such Loan Party in connection with the transactions contemplated by this Agreement; (vi) a copy of resolutions of its Board of Directors, certified by its secretary or assistant secretary to be a true and accurate copy of resolutions duly adopted by such Board of Directors, or other appropriate resolutions or consents of, its partners or members certified by its general partner or manager (as applicable) to be true and correct copies thereof duly adopted, approved or otherwise delivered by its partners or members (to the extent necessary and applicable), each of which is certified to be in full force and effect on the Closing Date, authorizing the execution and delivery by it of this Agreement and any Notes, Guaranties and other Loan Documents delivered on the Closing Date to which it is a party and the performance by it of all its obligations thereunder; and (vii) such additional supporting documents and other information with respect to its operations and affairs as the Administrative Agent may reasonably request; provided, however, that, with respect to Loan Parties (other than the Borrower) that have delivered a Guaranty or Pledge Agreement prior to, and not on, the Closing Date, the items identified in this subparagraph (e) shall not be required to be delivered to the extent that the Borrower delivers to the Administrative Agent a certificate certifying that the items referred to under clauses (i), (iv), (v) and (vi) above (as applicable) delivered to the Administrative Agent on the Original Closing Date or the Prior Closing Date with respect to such Loan Parties have not been modified or amended since the date o which they were so delivered. (f) Certificates signed by a duly authorized officer of the Borrower, dated the Amendment Effective Date, Borrower stating that: : (i) The the representations and warranties of the Borrower contained in Section 4.01 of the Credit Agreement, as amended hereby, Article IV hereof are correct and accurate on and as of the Amendment Effective Date; and Closing Date as though made on and as of the Closing Date and (ii) No no event has occurred and is continuing that which constitutes a Default;an Event of Default or Unmatured Default hereunder. (bg) The Consent attached hereto, duly executed A certificate signed by each Guarantor existing on the Amendment Effective Date; (c) Certified copies of the resolutions of the Board of Directors an Authorized Financial Officer of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect showing in reasonable detail the calculations used to this Amendment and determine the other Loan Documents;Leverage Ratio for the Pricing Grid. (dh) A certificate of The certified financial statements provided for in Section 6.04(b) and Section 6.04(c) hereof for the Secretary or an Assistant Secretary of quarter ending February 28, 2003. (i) The report provided for in Section 6.04(g) hereof for the Borrower certifying month ending March 31, 2003. (j) The certified report provided for in Section 6.04(l) hereof for the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the quarter ending February 28, 2003. (k) Such other documents to be delivered hereunder as the Administrative Agent or thereunder; and (e) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C to the Credit Agreement and as to such other matters as any Lender through the Paying Agent its counsel may reasonably request.

Conditions of Effectiveness. This Amendment shall become effective The obligations of Administrative Agent and the Lenders to amend the Credit Agreement as provided herein are subject to the fulfillment of the date first above written following conditions precedent: (the “Amendment Effective Date”a) whenBorrower, Parent and only when, the Paying Agent each Lender shall have received delivered to Administrative Agent multiple duly executed counterparts of this Amendment Amendment; (b) Borrower shall have delivered to Administrative Agent (i) duly executed by and notarized Security Instruments, or amendments and supplements thereto, in sufficient counterparts for recordation in each relevant county and parish, as Administrative Agent may reasonably request to evidence the Borrower amendment to the Maturity Date herein and all otherwise comply with the terms of the Lenders orIntercreditor Agreement, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has (ii) a duly executed this Amendment and the Paying Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lendereffective Fee Letter, in form and substance satisfactory to the Paying Agent Lenders and (unless otherwise specifiediii) a fully executed and in sufficient copies for each Lender: (a) A certificate signed by a duly authorized officer effective copy of the Borrower, dated the Fourth Amendment Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 of the to First Lien Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a Default; (b) The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective Date; (c) Certified copies Borrower shall have delivered to Administrative Agent evidence, reasonably satisfactory to Administrative Agent, that the Mortgaged Properties represent at least 80% of the resolutions total value of the Board of Directors of Proved Oil and Gas Properties evaluated in the Borrower approving this Amendment most recently completed Reserve Report after giving effect to exploration and of all documents evidencing other necessary corporate action production activities, acquisitions, dispositions and governmental approvals, if any, with respect to this Amendment and the other Loan Documentsproduction; (d) A Administrative Agent shall have received a fully executed and effective copy of the Consent to Intercreditor Agreement dated as of even date herewith, executed by and between Administrative Agent and the First Lien Agent, in form and substance reasonably satisfactory to Administrative Agent; (e) Administrative Agent shall have received all fees, expenses and other amounts due and owing to Administrative Agent and the Lenders under the Fee Letter referenced above and the Loan Documents, including, without limitation, the amounts described more fully in Section 6 hereof; (f) Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary or a Responsible Officer of Borrower and Parent setting forth (i) resolutions of its board of directors or managers or other relevant governing body with respect to the Borrower certifying authorization of such Person to execute and deliver this Amendment and to enter into the names and true signatures of transactions contemplated by this Amendment, (ii) the officers of the Borrower such Person who are authorized to sign this Amendment on behalf of such Person and specimen signatures of such authorized officers, and (iii) the articles or certificate of limited partnership, formation or incorporation, as applicable, and the limited partnership agreement, operating agreement, bylaws or other documents governing document, as applicable, of such Person, certified as being true and complete, each of which certifications may, if applicable, be by reference to be previously-delivered hereunder certificates of any such officer. Administrative Agent and the Lenders may conclusively rely on such certificates until Administrative Agent receives notice in writing from the Borrower or thereunderthe Parent, as applicable, to the contrary; (g) Administrative Agent shall have received certificates of the appropriate State agencies with respect to the existence, qualification and good standing of Borrower and Parent; (h) no Material Adverse Effect shall have occurred; and (ei) A favorable opinion no Default or Event of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C to the Credit Agreement and as to such other matters as any Lender through the Paying Agent may reasonably requestDefault shall have occurred.

Conditions of Effectiveness. This Amendment shall become effective as upon the satisfaction (or waiver in writing) of each of the date first above written following conditions: (the “Amendment Effective Date”a) when, and only when, the Paying Agent shall have received counterparts Agent’s receipt of four (4) copies of this Amendment duly executed by the Borrower and all each Loan Party; (b) Agent’s receipt of the Lenders or, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lendera completed documentation information questionnaire, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender:Agent; (ac) A Agent’s receipt of a certificate signed by a duly from the secretary or an assistant secretary of Xxxxxx, evidencing the incumbency of all officers who are authorized officer to sign this Amendment and any Other Documents on behalf of the BorrowerXxxxxx, dated the Amendment Effective Date, stating that: and attaching (i) The representations Xxxxxx’x certificate of incorporation and warranties contained in Section 4.01 by-laws and all amendments thereto, and (ii) a copy of the Credit Agreementresolutions, as amended herebyin form and substance reasonably satisfactory to Agent, are correct on and as of the board of directors of Xxxxxx authorizing the execution, delivery and performance of this Amendment and the transactions contemplated herein; (d) Agent’s receipt of good standing certificates for Xxxxxx dated not more than thirty (30) days prior to the date hereof, issued by the secretary of state of Xxxxxx’x jurisdiction of incorporation and each jurisdiction where the conduct of Xxxxxx’x business activities or the ownership of its properties necessitates qualification; (e) Agent’s receipt of executed copies of the Acquisition Agreement and all agreements, instruments and documents executed in connection therewith, and evidence that the transactions contemplated by such documentation were consummated prior to or simultaneously to the Amendment No.1 Effective Date; (f) Agent’s receipt of UCC, tax and judgment lien searches with respect to Xxxxxx, the results of which shall be acceptable to Agent; (g) Agent’s receipt of the disclosure schedules with respect to the Acquisition of Xxxxxx as such schedules relate to Xxxxxx, revised Schedules to the Loan Agreement and related information reasonably requested by Agent (“Revised Schedules/Information”) reflecting the Acquisition and the issuance of Indebtedness under the Supplemental Note Documentation. The Revised Schedules/Information shall not reflect a Material Adverse Effect on the operations or condition (financial or otherwise) of the Loan Parties, individually or in the aggregate and the revised Schedules to the Loan Agreement shall be deemed to supplement the existing Schedules to the Loan Agreement for all purposes of the Loan Agreement; (h) Agent’s receipt of executed copies of the Supplemental Note Documentation and all agreements, instruments and documents executed in connection therewith, and evidence that the transactions contemplated by such documentation were consummated prior to or simultaneously to the Amendment No.1 Effective Date; and (iii) No event has occurred and is continuing that constitutes a Default; (b) The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective Date; (c) Certified copies Agent’s receipt of the resolutions of the Board of Directors of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the other Loan Documents; (d) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder or thereunder; and (e) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C to the Credit Agreement and as to such other matters certificates, instruments, documents and agreements as any Lender through the Paying may be reasonably required by Agent may or its counsel, each of which shall be in form and substance reasonably requestsatisfactory to Agent and its counsel.

Conditions of Effectiveness. This Amendment shall become effective as The effectiveness of the increase in the Commitments in Section 2 and the amendments in Section 3 shall be subject to the satisfaction of each of the following conditions precedent (such date first above written (of effectiveness, the “Amendment Effective Date”): (a) when, and only when, the Paying Administrative Agent shall have received the following, each in form and substance reasonably satisfactory to the Administrative Agent: (i) counterparts of this Amendment executed by the Borrower and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all of the following documentseach Borrower, each such document (unless otherwise specified) dated other Loan Party, the date of receipt thereof by Administrative Agent, the Paying Agent (unless otherwise specified) Required Lenders and in sufficient copies for each Increasing Lender, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender: (a) A certificate signed by a duly authorized officer of the Borrower, dated the Amendment Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and; (ii) No event a promissory note executed by the Company in favor of each Increasing Lender that has occurred requested a promissory note at least two (2) Business Days in advance of the Effective Date; (iii) a certificate of the Company and each Subsidiary Guarantor that is continuing a Domestic Subsidiary certifying that constitutes attached thereto is a Defaulttrue, correct and complete copy of resolutions duly adopted by the board of directors (or other governing body) of such Person authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Amendment; (iv) a certificate executed by a Financial Officer of the Company that the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement have been satisfied on such date; (b) The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective Daterepresentations and warranties of the Loan Parties contained in Section 5 shall be true and correct; (c) Certified copies all fees of the resolutions Lead Arrangers and the Increasing Lenders as set forth in those separate letter agreements dated as of February 26, 2016, shall have been paid by the Company; and (d) all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent as of the Board date hereof in connection with the preparation, negotiation, execution and delivery of Directors of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the other Loan Documents; (d) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names instruments and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder or thereunder; and (e) A favorable opinion including, without limitation, the reasonable fees, charges and disbursements of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel legal counsel for the BorrowerAdministrative Agent in connection with the preparation, substantially in negotiation, execution and delivery of this Amendment) shall have been paid by the form of Exhibit C to the Credit Agreement and as to such other matters as any Lender through the Paying Agent may reasonably requestCompany.

Conditions of Effectiveness. This Amendment shall become ---------------------------- effective as of the date first above written (the “Amendment "Effective Date”") when, and only when, the Paying following conditions precedent have been satisfied: (a) The Agent shall have received on or before the Effective Date, in form and substance satisfactory to the Agent and in sufficient copies for each Lender Party: (i) counterparts of this Amendment executed by the Borrower and all of the Required Lenders and each Working Capital Lender or, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender: (a) A certificate signed by a duly authorized officer of the Borrower, dated the Amendment Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; andAmendment; (ii) No event has occurred and is continuing that constitutes a Default; (b) The Consent the consent attached hereto, duly hereto executed by each Guarantor existing on (the Amendment Effective Date"Consent"); (ciii) Certified a certified copies of (i) the resolutions of the Board of Directors of (A) the Borrower approving this Amendment and of the matters contemplated hereby, and (B) each Guarantor approving the Consent and the matters contemplated thereby, and (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment Amendment, the Consent and the other Loan Documentsmatters contemplated hereby and thereby; (div) A a certificate of the Secretary or an Assistant Secretary of the Borrower each Loan Party certifying the names and true signatures of the officers of the Borrower such Persons authorized to sign this Amendment and the Consent and the other documents to be delivered hereunder or thereunderhereunder; and (ev) A a favorable opinion of Xxxx X. Xxxxxx, Xxxxx & Xxxxxxx, Senior Vice President, Secretary and General Counsel counsel for the Borrower, substantially in the form of Exhibit C as to the Credit Agreement due execution, validity and enforceability of this Amendment, the Loan Documents (as by this Amendment), and the Consent and as to such other matters as any Lender through the Paying Agent may reasonably request. (b) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable not he Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgement of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated herby. (c) On the Effective Date, the following statements shall be true and the Agent shall have received a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) the representations and warranties contained in Section 4.01 of the Credit Agreement ar correct on and as of the Effective Date; and (ii) no Default exists under the Credit Agreement; (d) The Borrower shall have paid to the Agent for the account of each Lender that executes this Amendment an amendment fee equal to 0.25% on the sum of the Commitments of each such Lender. (e) The Borrower shall have paid all costs and expenses required under Section 5 hereof. This Amendment is subject to the provisions of Section 8.01 of the Credit Agreement.

Conditions of Effectiveness. This Amendment shall become effective as of the first date first above written (the “Amendment Effective Date”) whenon which, and only whenif, each of the Paying following conditions precedent shall have been satisfied: (a) The Administrative Agent shall have received counterparts of this Amendment executed by the Borrower and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lenderreceived, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for Administrative Agent, counterparts of this Amendment executed by each Lender: (a) A certificate signed by a duly authorized officer of the Borrower, dated the Amendment Effective Date, stating that: (i) The representations Loan Parties and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a Default;those Lenders comprising Required Lenders, (b) The Consent attached heretoAdministrative Agent shall have received, duly in form and substance satisfactory to the Administrative Agent, counterparts of each of the Pledge Agreement, the Security Agreement and the Intercreditor Agreement executed by each Guarantor existing of the parties thereto. (c) The Administrative Agent shall be satisfied that all filings necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Pledge Agreement and the Security Agreement will be made promptly following the Amendment Effective Date. (d) The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent, (i) an amendment of the 2016 Term Loan Agreement and (ii) an amendment to the 2017 Credit Agreement, in each case modifying the underlying agreement to account for the terms herein and making certain other corresponding modifications. (e) The Administrative Agent shall have received (i) a certificate signed by a Responsible Officer of the Borrower stating that the Mortgages and Assignments of Leases on the Initial Mortgaged Properties, in substantially the form attached thereto (the “Approved Real Estate Documents”), have been approved by the Borrower for release and recording in accordance herewith and (ii) original signature pages for each of the Approved Real Estate Documents which the Agents shall hold in escrow in accordance with this subsection (e). The parties acknowledge and agree that the release from escrow of the original signature pages for the Approved Real Estate Documents shall be in the Agents’ sole discretion and shall not be subject to any condition, occurrence or consent, and the Loan Parties hereby irrevocably authorize the Agents to attach the original signature pages to the applicable Approved Real Estate Documents upon the release thereof from escrow. Notwithstanding the foregoing, the original signature pages shall not be released from escrow and the Approved Real Estate Documents will not be filed or recorded unless and until the Administrative Agent reasonably concludes that the Lenders have completed their required due diligence in respect of the Flood Laws. For the avoidance of doubt, no Lien or security interest provided for in any Approved Real Estate Document is or will be effective until the signature pages are released from escrow and attached thereto. (f) All of the reasonable out-of-pocket expenses of the Administrative Agent (including the reasonable fees and expenses of counsel for the Administrative Agent) due and payable on the Amendment Effective Date; (c) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the other Loan Documents; (d) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder or thereunder; and (e) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially Date shall have been paid in the form of Exhibit C to the Credit Agreement and as to such other matters as any Lender through the Paying Agent may reasonably requestfull.

Conditions of Effectiveness. This Amendment shall become effective as of the first date first above written (such date being referred to as the “Amendment Effective Date”) when, and only when, the Paying Agent shall have received counterparts of this Amendment executed by the Borrower and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all when each of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lenderconditions shall have been satisfied: (a) A certificate signed by a duly authorized officer of the Borrower, dated the Amendment Effective Date, stating thatThe Administrative Agent (or its counsel) shall have received: (ia) The representations counterparts of this Amendment signed by the Borrowers, the Guarantors, the Administrative Agent, the Refinancing Lenders and warranties contained the Lenders constituting Required Lenders; (b) a Revolving Credit Note, executed by the applicable Borrowers in Section 4.01 favor of each Refinancing Revolving Credit Lender that has requested a Revolving Credit Note at least three (3) Business Days in advance of the Credit AgreementEffective Date and (c) a Term Note, as amended herebyexecuted by the applicable Borrowers in favor of each Refinancing Term A Dollar Lender or Refinancing Term A Euro Lender that has requested a Term Note at least three (3) Business Days in advance of the Effective Date; (a) the legal opinion of Ropes & Xxxx LLP, are correct on counsel to the Loan Parties, (b) the legal opinion of Smith, Anderson, Blount, Dorsett, Xxxxxxxx & Xxxxxxxx, L.L.P., North Carolina counsel to the Loan Parties, (c) the legal opinion of Xxxx & Staehelin, Swiss counsel for the Lead Arrangers, (d) the legal opinion of Nagashima Ohno & Tsunematsu, Japanese counsel for the Loan Parties, and (e) the legal opinion of Xxxxxxxx, Xxxxxx and Finger P.A., Delaware counsel to the Japanese Subsidiary Borrower, in each case, dated as of the Effective Date and in form and substance reasonably satisfactory to the Administrative Agent; (a) copies of each Organization Document for each Borrower and each Guarantor, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Effective Date or a recent date prior thereto; (b) signature and incumbency certificates of the officers of each Borrower and each Guarantor executing this Amendment; (c) resolutions of the Board of Directors or similar governing body of each Borrower and each Guarantor approving and authorizing the execution, delivery and performance of this Amendment and certified as of the Effective Date by its secretary, an assistant secretary or other appropriate Person as being in full force and effect without modification or amendment and (d) if available, a good standing certificate from the applicable Governmental Authority of each Borrower’s and each Guarantor’s jurisdiction of incorporation, organization or formation, each dated a recent date prior to the Effective Date; and; 4. an officer’s certificate with respect to the Borrowers and the Guarantors in form and substance reasonably satisfactory to the Administrative Agent as to satisfaction of the conditions set forth in clauses (iif) No event has occurred and is continuing that constitutes a Default(g) of this Section 6; (b) The Consent attached heretoAdministrative Agent and the Lead Arrangers shall have been paid all fees payable to the Administrative Agent and the Lead Arrangers, duly executed by each Guarantor existing respectively, on the Amendment Effective Date;Date and, to the extent invoiced at least two (2) Business Days prior to the Effective Date (or as otherwise reasonably agreed by the Parent Borrower), out-of-pocket expenses required to be paid by the Parent Borrower in connection with this Amendment, including the Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP, in accordance with Section 10.04 of the Existing Credit Agreement. (c) Certified copies At least three (3) Business Days prior to the Effective Date, the Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations (including a certification regarding beneficial ownership as required by the 31 C.F.R. § 1010.230), including the USA PATRIOT Act, that has been requested in writing at least ten (10) Business Days prior to the Effective Date. (d) The Administrative Agent shall have received, for the benefit of the resolutions Applicable Lenders, all accrued and unpaid interest on the Existing Term A Loans and the Existing Revolving Loans, to but excluding the Effective Date (whether or not then due) and all accrued and unpaid fees under the Existing Facilities (whether or not then due). (e) The Administrative Agent shall have received (i) for the account of each Refinancing Lender a fee payable in the currency in which such Loans or Commitments are denominated equal to 0.15% of the Board aggregate principal amount of Directors Commitments of such Refinancing Lender not in excess of the Borrower approving this Amendment Commitments of such Refinancing Lender under the Existing Term Loans and of all documents evidencing other necessary corporate action Existing Revolving Credit Commitments under the Fourth Amended and governmental approvalsRestated Credit Agreement immediately prior to the Fifth Restatement Effective Date; provided that with respect to the aggregate principal amount, if any, with respect of Commitments of any Refinancing Lender in in excess of the Commitments of such Refinancing Lender under any of the Existing Facilities under the Fourth Amended and Restated Credit Agreement immediately prior to the Fifth Restatement Effective Date (any such excess amount, the “New Commitment Amount”), such fee shall be an amount equal to 0.25% of the New Commitment Amount of such Refinancing Lender and (ii) for the account of each Term Lender that has returned an executed counterpart to this Amendment and to the other Loan Documents;Administrative Agent at or prior to 5:00 p.m. (New York City time) on August 17, 2021, a consent fee payable in the currency in which such Loans are denominated equal to 0.025% of the aggregate principal amount of Term B Loans of such Term Lender as of the Fifth Restatement Effective Date. (df) A certificate The representations and warranties of each Loan Party set forth in Article V of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder or thereunder; and (e) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C to the Existing Credit Agreement and in each other Credit Document shall be true and correct in all material respects on and as of the Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such other matters respective dates. (g) Immediately after giving effect to this Amendment, including the making of the Refinancing Revolving Credit Loans and the Refinancing Term Loans and the application of the proceeds therefrom, no Default or Event of Default shall exist. (h) The Administrative Agent shall have received a Solvency Certificate from a Responsible Officer of the Parent Borrower in substantially the form attached hereto as any Lender through the Paying Agent may reasonably request.Annex C.

Conditions of Effectiveness. This Second Amendment shall become effective as of the date first above written September 30, 2000 (the “"Amendment Effective Date”") when, and only whenif, the Paying Agent shall have received counterparts on or before October 23, 2000 (the "Closing Date") a counterpart of this Second Amendment executed by the Borrower and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment Banks and the Paying following other conditions shall have been satisfied on or before said date: (a) the Agent shall have additionally received all (with a copy for each of the following documents, each such document Banks) a certificate of a Senior Officer of the Borrower dated the Closing Date and stating that: (unless otherwise specifiedi) dated the representations and warranties contained in Article 4 of the Existing Credit Agreement and in the other Loan Documents are correct on and as of the date of receipt such certificate as though made on and as of such date (or, if such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (ii) no Event of Default or Default has occurred and is continuing or would result from the signing of this Second Amendment or the transactions contemplated hereby; and (iii) except as disclosed in the Waiver Request, there has been no material adverse change in the financial conditions, operations, Properties, business or business prospects of the Borrower and its Subsidiaries, since December 31, 1999, the date of the last audited financial statements furnished to the Agent; (b) the Agent shall have received copies of any amendments to the articles of incorporation and by-laws of the Borrower, which have been authorized or became effective since June 30, 2000, certified as complete and correct copies thereof by the Paying Secretary or an Assistant Secretary of the Borrower; (c) the Agent (unless otherwise specified) and in sufficient copies for each Lendershall have received a copy of the resolutions, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender: (a) A certificate signed by a duly authorized officer of the BorrowerAgent, dated the Amendment Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a Default; (b) The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective Date; (c) Certified copies of the resolutions of the Board of Directors of the Borrower, authorizing the execution, delivery and performance by the Borrower approving of this Amendment and of all documents evidencing other necessary corporate action and governmental approvalsSecond Amendment, if any, with respect to this Amendment and the other Loan Documents; (d) A certificate of certified by the Secretary or an Assistant Secretary of the Borrower certifying Borrower, which certificate shall be dated the names Closing Date and true signatures of shall state that the officers of resolutions thereby certified have not been amended, modified, revoked or rescinded; (d) all corporate and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Second Amendment shall be satisfactory in form and substance to the Agent and the Agent shall have received any and all other information and documents with respect to the Borrower authorized to sign this Amendment and which it may reasonably request; (e) Fleet shall have received payment of an amendment fee in the other documents to be delivered hereunder or thereunderamount of $60,000; and (ef) A favorable opinion Union Bank shall have received payment of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially an amendment fee in the form amount of Exhibit C $40,000; and (g) Day, Xxxxx & Xxxxxx LLP, special counsel to the Credit Agreement Agent and as Fleet, shall have received payment of its legal fees and disbursements relating to such other matters as any Lender through the Paying Agent may reasonably requestthis Second Amendment.

Conditions of Effectiveness. This Amendment shall become effective as The effectiveness of the date first above written amendment and restatement of the Existing Agreements pursuant to Section 1 of this Agreement shall be subject to the satisfaction of the following conditions precedent: (the “Amendment Effective Date”a) when, and only when, the Paying Agent GE Capital (or its counsel) shall have received counterparts of this Amendment executed by from the Borrower and all of the Lenders orCompany, as to any of the Lenders, advice GE Capital, the Sellers and the Parent either a counterpart of this Agreement signed on behalf of such party or written evidence satisfactory to the Paying Agent GE Capital (which may include facsimile or other electronic transmission of a signed signature page of this Agreement) that such Lender party has executed signed a counterpart of this Amendment Agreement. (b) The Lenders and the Paying Agent GE Capital shall have additionally received all of the following such documents, instruments, agreements and legal opinions as each such document (unless otherwise specified) dated Lender and GE Capital shall request in connection with the date of receipt thereof transactions contemplated by the Paying Agent (unless otherwise specified) and in sufficient copies for this Agreement, each Lender, in form and substance satisfactory to the Paying Agent (unless otherwise specified) each Lender and in sufficient copies for each Lender: (a) A certificate signed by a duly authorized officer of the Borrower, dated the Amendment Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a Default; (b) The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective Date;GE Capital. (c) Certified copies The Lenders and GE Capital shall have received satisfactory evidence that the Company, the Servicer and the Sellers have obtained all required consents and approvals of all Persons, including all Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the resolutions transactions contemplated hereby or thereby. (d) The Company, the Sellers and the Servicer shall be in compliance with all applicable foreign, federal, state and local laws and regulations, including, without limitation, those specifically referenced in Section 5.01(a) of the Board Restated Credit Agreement, except to the extent noncompliance could not reasonably be expected to have a Material Adverse Effect. (e) The Company and the Parent, as applicable, shall have paid all fees required to be paid by such Person on the Restatement Effective Date, including all fees required hereunder, under the Fee Letter and any other letter agreements executed in connection herewith, and the Company shall have reimbursed GE Capital for all reasonable fees, costs and expenses of Directors of closing the Borrower approving this Amendment transactions contemplated hereunder and of under the other Transaction Documents, including GE Capital’s legal and audit expenses, and other document preparation costs. (f) The Company shall have paid (x) to each Lender, all documents evidencing other necessary corporate action interest accrued on all outstanding “Advances” under (and governmental approvalsas defined in) the Existing Credit Agreement held by such Lender and all “Fees” payable to such Lender under (and as defined in) the Existing Credit Agreement and (y) to each applicable Lender, if any, with respect all amounts required to this Amendment and the other Loan Documents; (dbe paid to such Lender under Section 2.01(a)(i) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder or thereunder; and (e) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C to the Restated Credit Agreement and as to such other matters as any Lender through the Paying Agent may reasonably requestAgreement.

Conditions of Effectiveness. This Amendment (a) Each Section of this Amendment, with the exception of Section 1(i), shall become effective as of the first date first above written (the “Amendment Effective Date”) whenon which, and only whenif, each of the Paying following conditions precedent shall have been satisfied: (i) The Administrative Agent shall have received (i) counterparts of this Amendment executed by the Borrower Borrower, the Administrative Agent and all of the those Lenders comprising Required Lenders or, as to any of the such Lenders, advice satisfactory to the Paying Administrative Agent that such Lender has executed this Amendment Amendment, and (ii) the Paying Agent shall have additionally received all consent attached hereto (the “Consent”) executed by each of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender:Guarantors. (a) A certificate signed by a duly authorized officer of the Borrower, dated the Amendment Effective Date, stating that: (iii) The representations and warranties contained set forth in Section 4.01 each of the Credit Agreement, as amended hereby, are Loan Documents shall be correct in all material respects on and as of the Amendment Effective Date; and, before and after giving effect to this Amendment, as though made on and as of such date (except for any such representation and warranty that, by its terms, refers to a specific date other than the Amendment Effective Date, in which case as of such specific date). (iii) No event shall have occurred and be continuing, or shall result from the effectiveness of this Amendment, that constitutes a Default. (iv) All of the fees and expenses of the Administrative Agent (including the reasonable fees and expenses of counsel for the Administrative Agent) due and payable on the Amendment Effective Date shall have been paid in full. (v) The Administrative Agent shall have received payment in full of an amendment fee equal to 0.075% of the sum of the Commitments of those Lenders that have executed and delivered to the Administrative Agent a signature page to this Amendment, which fee shall be for the ratable benefit of such Lenders. (b) Section 1(i) of this Amendment shall become effective as of the first date on which, and only if, each of the following conditions precedent shall have been satisfied: (i) The conditions precedent set forth in Sections 3(a)(i) through(v) shall have been satisfied. (ii) No event has occurred and is continuing that constitutes a Default; (b) The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective Date; (c) Certified Administrative Agent shall have received certified copies of (A) the resolutions of the Board of Directors Directors, general partner or managing member, as applicable, of (1) the Borrower approving this Amendment and of the matters contemplated hereby and thereby and (2) each Guarantor approving the Consent and the matters contemplated hereby and thereby and (B) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment Amendment, the Consent and the other Loan Documents;matters contemplated hereby and thereby. (diii) A The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of (A) the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and (B) each Guarantor certifying the other documents names and true signatures of the officers of such Guarantor authorized to be delivered hereunder or thereunder; andsign the Consent. (eiv) A favorable The Administrative Agent shall have received an opinion (or opinions) of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C counsel to the Credit Agreement Borrower in form and substance satisfactory to the Administrative Agent. (v) The Administrative Agent shall have received counterparts of this Amendment executed by all of the Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such other Lender has executed this Amendment. (c) The effectiveness of this Amendment is conditioned upon the accuracy of the factual matters as any Lender through described herein. This Amendment is subject to the Paying Agent may reasonably requestprovisions of Section 9.01 of the Credit Agreement.

Conditions of Effectiveness. This Amendment shall become be effective as of December 7, 1999, so long as each of the date first above written following conditions precedent shall have been satisfied: (a) the “Amendment Effective Date”) when, and only when, the Paying Administrative Agent shall have received receive counterparts of (i) this Amendment and (ii) the Waiver and Fifth Amendment to Amended and Restated Credit Agreement, each executed by the Required Lenders (as defined in the Intercreditor Agreement) and the Borrower and acknowledged by each Guarantor; (b) the Administrative Agent shall receive counterparts of the First Amendment to Intercreditor Agreement, executed by the Required Lenders; (c) the Administrative Agent shall receive counterparts of the Third Amendment to Promissory Note, executed by the Borrower and all Bank of America, N.A., extending the maturity of the Lenders or, as Overline Facility to any the end of the Lenders, advice satisfactory Waiver Period; (d) the Administrative Agent shall receive a certified list of all real property owned by the Borrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Paying Agent that Borrower on the date hereof to be either (i) unencumbered or (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such Lender has executed holder or holders) of the first lien; (e) the representations and warranties set forth in Section 10 of this Amendment shall be true and correct; (f) all reasonable out-of-pocket fees and expenses in connection with the Loan Documents, including this Amendment and the Paying Agent shall have additionally received all of the following documentsAdditional Security Documents, each such document (unless otherwise specified) dated including legal and other professional fees and expenses incurred on or prior to the date of receipt thereof this Amendment by Administrative Agent or any Lender, including, without limitation, the Paying reasonable fees and expenses of Xxxxxxxx Xxxxxxxx & Xxxxxx P.C., Xxxxxxx Xxxxxxx & Xxxxxxx and PricewaterhouseCoopers, shall have been paid; (g) retainers in the amount of $50,000 for Winstead Xxxxxxxx & Xxxxxx P.C. and $50,000 for PricewaterhouseCoopers shall have been paid; (h) the Administrative Agent shall receive the consolidated balance sheets of the Borrower and its Subsidiaries for the month of October 1999; and (unless otherwise specifiedi) and in sufficient copies for each Lenderthe Administrative Agent shall receive, in form and substance satisfactory to the Paying Administrative Agent (unless otherwise specified) and in sufficient copies for each Lender: (a) A certificate signed by a duly authorized officer of the Borrowerits counsel, dated the Amendment Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a Default; (b) The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective Date; (c) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the other Loan Documents; (d) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder or thereunder; and (e) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C to the Credit Agreement and as to such other matters documents, certificates and instruments as any Lender through the Paying Administrative Agent may shall reasonably requestrequire. 12.

Conditions of Effectiveness. This First Amendment shall become effective as of the date first above written (the “Amendment Effective Date”) when, and only when, the Paying Agent shall have received counterparts a counterpart of this First Amendment executed by the Borrower and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lenderreceived, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lenderthe Lenders: (a) A certificate signed note payable to each Lender duly executed by a duly authorized officer the Borrower in the form of the Borrower, dated the Amendment Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a DefaultExhibit A hereto; (b) The Consent attached hereto, A reaffirmation of the Security Agreement duly executed by each Guarantor existing on the Amendment Effective DateBorrower; (c) Certified copies A reaffirmation of the resolutions Subsidiary Guaranty and the Subsidiary Security Agreement duly executed by Covexxxxx; (d) A copy of resolutions, in form and substance reasonably satisfactory to the Agent, of the Board of Directors of the Borrower approving this Amendment Company authorizing the execution, delivery and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the other Loan Documents;performance (de) A certificate dated the date hereof of the Secretary or an Assistant Secretary of each of the Borrower certifying Company and Covexxxxx xxxtifying (i) as to the names incumbency and true signatures of its officers executing this First Amendment, the officers of the Borrower authorized to sign this Amendment Notes and the other documents delivered in connection hereof (as applicable) and (ii) that each of the certificate of incorporation and bylaws delivered in connection with the Existing Credit Agreement is in full force and effect and has not been amended, modified, revoked or rescinded as of the date hereof, together with evidence of the incumbency of such Secretary or Assistant Secretary; (f) An executed legal opinion dated the date hereof and addressed to be delivered hereunder or thereunderthe Agent and the Lenders, of Disexxx Xxxtxx X'Xxxxxx & Xastxxxxxxx XXX, counsel to the Borrower and Covexxxxx, xx a form reasonably satisfactory to the Agent, the Lenders and each of their special counsel; (g) payment to Day, Berrx & Xowaxx XXX, special counsel to the Agent and the Lenders, of its legal fees and disbursements; and (eh) A favorable opinion of Xxxx X. XxxxxxxAll corporate and other proceedings, Senior Vice Presidentand all documents, Secretary instruments and General Counsel for other legal matters in connection with the Borrower, substantially in transactions contemplated by this First Amendment as the form of Exhibit C to Lenders and the Credit Agreement and as to such other matters as any Lender through the Paying Agent may reasonably request, all in form and substance satisfactory to the Agent and its counsel.

Conditions of Effectiveness. This Amendment shall become effective as of the date first above written (the “Amendment Effective Date”) when, and only when, (A) the Paying Program Agent shall have received counterparts of this Amendment executed by all the Borrower and all parties hereto; (B) each of the Lenders or, as to any conditions of effectiveness set forth in Section 2 of the Lenders, advice satisfactory Amendment to the Paying Supplement shall have either been fulfilled or waived in accordance with the terms thereof; (C) each of the conditions of effectiveness set forth in Section 3 of the Waiver to Pooling and Servicing Agreement shall have either been fulfilled or waived in accordance with the terms thereof; (D) each of the conditions precedent set forth in Sections 4.02 and 4.03 of the Certificate Purchase Agreement with respect to an Increase (if an Increase shall occur on such date) shall have either been fulfilled or waived in accordance with the terms thereof; and (E) the Program Agent that such Lender has executed this Amendment and the Paying Agent Trustee shall have additionally received all of the following documents, each such document dated as of the date hereof (unless otherwise specified) dated the date of receipt thereof specified by the Paying Program Agent), in form and substance satisfactory to the Program Agent (unless otherwise specified) and in sufficient copies as indicated by the Program Agent. (a) Counterparts of the Consent appended hereto (hereinafter referred to as the "CONSENT", and together with this Amendment, the Amendment to the Supplement and the Waiver to Pooling and Servicing Agreement, hereinafter collectively referred to as the "AMENDMENT DOCUMENTS" and, individually, as an "AMENDMENT DOCUMENT") executed by the Parent. (b) A consent by CITICORP USA, INC., as Bank Agent for each Lenderthe lenders party to the Credit Agreement, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender: (a) A certificate signed Program Agent, with respect to the transactions contemplated by a duly authorized officer of the Borrower, dated the Amendment Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a Default; (b) The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective Date;Documents. (c) Certified copies of the resolutions of the Board of Directors of the Borrower Parent, the Servicer and the Seller approving this each Amendment Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental approvalsand other third party approvals and consents, if any, with respect to this each Amendment and the other Loan Documents;Document. (d) A copy of a certificate of the Secretary of State of the jurisdiction of its incorporation, dated reasonably near the date hereof, certifying that each of the Parent, the Servicer and the Seller is in good standing under the laws of the jurisdiction of its incorporation. (e) A certificate of the Parent, the Servicer and the Seller, signed on behalf of the Parent, the Servicer and Seller, respectively, by its President or a Vice President, dated as of the date hereof (the statements made in which certificate shall be true on and as of the date hereof), certifying as to (A) the absence of any amendments to its charter since the last date of delivery thereof pursuant to the Transaction Documents, (B) a true and correct copy of its bylaws (and all amendments thereto) as in effect on the date hereof, (C) its due incorporation and good standing as a corporation organized under the laws of the jurisdiction of its incorporation and the absence of any proceeding for its dissolution or liquidation, (D) the truth of its representations and warranties contained in the Transaction Documents as though made on and as of the date hereof and (E) the absence of any event occurring and continuing, or resulting from the transactions contemplated by the Amendment Documents,that constitutes, or with notice or the lapse of time would constitute, an Early Amortization Event or a Termination Event (as defined in the Purchase Agreements). (f) A certificate of the Secretary or an Assistant Secretary (or, in the case of the Borrower Trustee, an Assistant Treasurer) of the Parent, the Servicer, the Seller and the Trustee certifying the names and true signatures of the officers of the Borrower Parent, the Servicer, the Seller and the Trustee, respectively, authorized to sign this the Amendment Documents to which such Person is a party and the any other documents to be delivered contemplated hereunder or thereunder; and, and appropriately evidencing the incumbency of such officers and such Secretary or Assistant Secretary. (eg) A certificate of the Trustee,signed on its behalf by a Vice President, an Assistant Vice President, an Assistant Treasurer or an Assistant Secretary, dated the date hereof (the statements made in which certificate shall be true on and as of the date hereof), certifying as to (A) a true and correct copy of its bylaws (and all amendments thereto) as in effect on the date hereof and (B) the due authentication of any Class A Certificates issued pursuant to the transactions contemplated by the Amendment Documents. (h) A favorable opinion of Xxxx X. XxxxxxxJonex, Senior Vice PresidentXxy, Secretary and General Counsel Reavxx & Xogux, xxunsel for the BorrowerParent, the Servicer and the Seller, in form and substance satisfactory to the Program Agent which shall include, without limitation, (A) an opinion as to enforceability of the Amendment Documents and (B) a general corporate opinion. (A) An executed Notice of Increase, substantially in the form of Exhibit C to the Credit Agreement Certificate Purchase Agreement, if any, and as (B) the Class A Certificates, if any, each delivered in accordance with the provisions of Section 2.05(b) of the Certificate Purchase Agreement. (j) Evidence of payment of all related fees and expenses then due and payable in connection with the Amendment Documents. This Amendment is subject to such other matters as any Lender through the Paying Agent may reasonably requestprovisions of Section 8.01 of the Certificate Purchase Agreement.

Conditions of Effectiveness. This Amendment shall become effective as upon the satisfaction of all of the date first above written following conditions precedent or waiver thereof by Pxxxxxxxx and in reliance on the representations and warranties set forth in Section 20 hereof (such date, the “Second Amendment Effective Date”) when, and only when, the Paying Agent ): 17.1 Purchaser shall have received counterparts a copy of this Amendment duly executed and delivered by the Borrower and all of the Lenders orCompany, as to any issuer, certain of its Subsidiaries, as Guarantors, the Lenders, advice satisfactory to the Paying Collateral Agent that such Lender has executed this Amendment and the Paying Agent Purchaser; 17.2 Purchaser shall have additionally received all of a certification from each Note Party that the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender: (a) A certificate signed by a duly authorized officer of the Borrower, dated the Amendment Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 of this Amendment, in the Credit Agreement, as amended hereby, Existing Agreement and in the other Note Documents are true and correct in all material respects on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not apply to any representations and warranties to the extent already qualified or modified by materiality or similar concept in the text thereof; 17.3 Both before and after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing; 17.4 The Note Parties shall have paid all outstanding costs and expenses owed to Purchaser and the Collateral Agent pursuant to Section 10.2 of the Existing Appendix to the Existing Agreement; 17.5 Purchaser shall have received a Solvency Certificate from the Company dated as of the Second Amendment Effective Date and addressed to Purchaser, and in form, scope and substance reasonably satisfactory to Purchaser, with appropriate attachments and demonstrating that after giving effect to the consummation of the transactions contemplated by this Amendment to be consummated on the Second Amendment Effective Date, the Company and its Subsidiaries each is and will be Solvent; 17.6 The Purchaser shall have received in respect of each Note Party (i) sufficient copies of each Organizational Document, in each case certified by an Authorized Officer of such Note Party as of the Second Amendment Effective Date or a recent date prior thereto; and (ii) No event has occurred signature and is continuing that constitutes a Default; (b) The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective Date; (c) Certified copies incumbency certificates of the officers of such Note Party executing this Amendment to which it is a party; (iii) resolutions of the Board of Directors of each Note Party approving and authorizing the Borrower approving execution, delivery and performance of this Amendment to which it is a party or by which it or its assets may be bound as of the Second Amendment Effective Date, certified as of the Second Amendment Effective Date by an appropriate Authorized Officer as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of such Note Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Second Amendment Effective Date; and (v) such other documents as the Purchaser may reasonably request; and 17.7 Purchaser and the Collateral Agent shall have received all documents evidencing other necessary corporate action and governmental approvals, if any, information with respect to this Amendment and Amendment, the Existing Agreement or any other Loan Documents; (d) A certificate of Note Documents as reasonably requested by Purchaser or the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder or thereunder; and (e) A favorable opinion of Xxxx X. XxxxxxxCollateral Agent, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C to the Credit Agreement and as to such other matters as any Lender through the Paying Agent may reasonably requestrespectively.

Conditions of Effectiveness. This Amendment shall become effective as of the date first above written (the “Amendment Effective Date”) when, and only when, the Paying Agent Bank shall have received counterparts of this Amendment executed by the Borrower Borrowers and all of approved by the Lenders orBank and a counterpart executed by the Bank, as to any of and Section 2 hereof shall become effective when, and only when, the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Agent Bank shall have additionally received all of the following documentsdocuments or items, each such document (unless otherwise specifiedindicated) being dated the date of receipt thereof by the Paying Agent Bank (unless otherwise specified) and in sufficient copies which date shall be the same for each Lenderall such documents), in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each LenderBank: (a) A certificate signed by a duly authorized officer Certified copies of the Borrower, dated the Amendment Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a Default; (b) The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective Date; (c) Certified copies of the resolutions of the Board of Directors of each of the Borrower Borrowers approving this Amendment and of the matters contemplated hereby and (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the other Loan Documentsmatters contemplated hereby; (db) A certificate of the Secretary or an Assistant Secretary of each of the Borrower Borrowers certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder hereunder; (c) Evidence that Massachusetts Mutual Life Insurance Company and its Affiliates ("Mass Mutual") have agreed to continue to defer all payments due (whether principal or thereunderinterest) on the $11,000,000.00 Subordinated Debt to a date no earlier than January 1, 2001, and waive any other defaults that may exist under the documents and/or instruments evidencing such Subordinated Debt. In connection with this, the Bank agrees and consents to the granting of a lien on the corporate stock of Progressive to Mass Mutual, fully subordinate to the interests of Fleet; and (ed) A favorable An opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C counsel to the Credit Agreement Borrowers in form and as substance acceptable to such other matters as any Lender through the Paying Agent may reasonably requestBank.

Conditions of Effectiveness. This Tenth Amendment shall --------------------------- become effective as of the date first above written (hereof when the “Amendment Effective Date”) when, and only when, the Paying Agent shall have received counterparts of this Tenth Amendment executed by the Borrower and all of the Lenders Majority Lenders, or, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has Lenders have executed counterparts of this Amendment and Tenth Amendment. Notwithstanding the Paying Agent shall have additionally received all provisions of the following documentsforegoing sentence, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory amendment to the Paying Agent (unless otherwise specifieddefinition of "Net Income Available for Fixed Charges" contemplated by Section 1(a) and in sufficient copies for each Lenderof this Tenth Amendment shall not become effective until: (a) A certificate signed by a duly authorized officer the definition of "Consolidated Net Income Available for Fixed Charges" contained in paragraph 10B of the BorrowerAmended and Restated Note Agreement, dated as of May 10, 1994, between the Amendment Effective DateBorrower and the note holders parties thereto and relating to the Borrower's 9.33% Senior Notes, stating that:as such agreement has been amended to date, shall have been amended in substantially the same manner as set forth in Section 1(a) hereof; (ib) The representations the definition of "Consolidated Net Income Available for Fixed Charges" contained in paragraph 10B of the Amended and warranties Restated Note Agreement, dated as of May 10, 1994, between the Borrower and the note holders parties thereto and relating to the Borrower's 9.35% Senior Notes, as such agreement has been amended to date, shall have been amended in substantially the same manner as set forth in Section 1(a) hereof; and (c) the Sublease Agreement, dated as of September 14, 1992, between the Borrower and State Street Bank and Trust Company of California, National Association, and an individual trustee, not in their individual capacities but solely as owner trustees under a trust for the benefit of General Electric Capital Corporation, as amended to date, shall have been amended to incorporate by reference the definition of "Net Income Available For Fixed Charges" contained in Section 4.01 1.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a Default; (b) The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective Date; (c) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the other Loan Documents; (d) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder or thereunder; and (e) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C to the Credit Agreement and as to such other matters as any Lender through the Paying Agent may reasonably requestTenth Amendment.

Conditions of Effectiveness. This Amendment shall become effective as of The following constitute conditions precedent to the date first above written (the “Amendment Effective Date”) when, and only when, the Paying Agent shall have received counterparts effectiveness of this Amendment executed by the Borrower and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each LenderAmendment: (a) A certificate signed Execution and delivery of this Amendment by a duly authorized officer of AFL, the Borrower, dated General Partner and the Amendment Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a DefaultLiquidity Agent; (b) The Consent attached hereto, duly executed Liquidity Agent and AFL shall have received as of the date hereof a copy of the written confirmation delivered to AFL by each Guarantor existing on of S&P and Moodx'x xx the effect that this Amendment Effective Datewill not result in the downgrading or withdrawal of the then current ratings of the Commercial Paper Notes; (c) Certified copies of Each Liquidity Lender and the resolutions of the Board of Directors of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect Credit Enhancer shall each have delivered written consent to this Amendment and the other Loan Documentsevidenced by their execution of ANNEX A hereto; (d) A certificate AFL shall have delivered prior written notice of this Amendment to the Secretary or an Assistant Secretary Rating Agencies, the Depositary, the Agent, the Liquidity Agent and each Dealer; (e) AFL shall have delivered a fully executed copy of this Amendment to the Borrower certifying Rating Agencies, the names Depositary, the Agent, the Liquidity Agent and true signatures each Dealer; (f) The Liquidity Agent shall have received (i) from AFL evidence that all necessary partnership action has been taken to authorize the execution, delivery and performance of the officers of the Borrower authorized to sign this Amendment and (ii) from the General Partner (x) a copy of the resolutions of its Board of Directors, certified as of the date hereof by the Secretary thereof, authorizing the execution, delivery and performance of this Amendment and (y) an incumbency certificate thereof with respect to its officers, agents or other documents representatives authorized to be delivered hereunder or thereunderexecute this Amendment; and (eg) A favorable opinion The Liquidity Agent shall have received an Opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C to AFL to the Credit Agreement effect that this Amendment has been duly authorized, executed and as delivered and is the legal, valid and binding obligation of AFL, enforceable against it in accordance with its terms, subject to such other matters as any Lender through the Paying Agent may reasonably requestexceptions set forth therein.

Conditions of Effectiveness. This The effectiveness of this Amendment shall become effective as 41112.00012 #93392510v2 on the Amendment No. 2 Effective Date is subject to the satisfaction (or waiver by each of the date first above written Existing Lenders) of the following conditions precedent: (a) the “Amendment Effective Date”) when, and only when, the Paying Administrative Agent shall have received counterparts of this Amendment duly executed by the Borrower Borrower, the Guarantors party hereto and all each of the Existing Lenders or, as to any of and acknowledged by the Lenders, advice satisfactory to Administrative Agent; (b) the Paying Agent that such Lender has executed this Amendment and the Paying Administrative Agent shall have additionally received all an executed copy of that certain ABL Intercreditor Agreement dated as of the following documentsAmendment No. 2 Effective Date, each such document (unless otherwise specified) dated between Administrative Agent, the date of receipt thereof by ABL Agent, the Paying UST Tranche A Agent, the UST Tranche B Agent (unless otherwise specified) and in sufficient copies for each Lenderthe Loan Parties, in form and substance reasonably satisfactory to Administrative Agent and the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender: (a) A certificate signed by a duly authorized officer of the Borrower, dated the Amendment Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a Default; (b) The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective DateExisting Lenders; (c) Certified the Administrative Agent shall have received an executed copy of that certain Amendment No. 6 to the ABL Credit Agreement dated as of the date hereof between the Loan Parties party thereto, the lenders party thereto and the ABL Agent, in form and substance reasonably satisfactory to Agent and the Existing Lenders; (i) the Administrative Agent shall have received executed copies of (x) the resolutions UST Tranche A Credit Agreement dated as of the Board of Directors Amendment No. 2 Effective Date, between the Borrower, the other Subsidiaries of the Borrower party thereto, the lenders party thereto and the UST Tranche A Agent and (y) the UST Tranche B Credit Agreement dated as of the Amendment No. 2 Effective Date, between the Borrower, the other Subsidiaries of the Borrower party thereto, the lenders party thereto and the UST Tranche B Agent, each in form and substance reasonably satisfactory to Agent and the Existing Lenders and (ii) the conditions precedent set forth in Section 4.01 of each of the UST Tranche A Credit Agreement and the UST Tranche B Credit Agreement shall have been satisfied; (e) receipt by the Administrative Agent of a certificate executed by the Secretary (or other equivalent officer, partner or manager) of each Loan Party dated as of the Amendment No. 2 Effective Date certifying: (i) as true and correct a copy of resolutions in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors (or other equivalent governing body, member or partner) of each Loan Party approving and authorizing the execution, delivery and performance by such Loan Party of this Amendment and of all documents evidencing other necessary corporate action documents, instruments and governmental approvals, agreements executed and/or delivered in connection herewith (if any) and of the transactions contemplated herein and therein, with respect (ii) as true and correct and in full force and effect, without any amendment except as shown, a copy of the Organization Documents of each Loan Party, or that there have been no amendments, supplements, or other modifications to this Amendment such Loan Party’s Organizational Documents since the Restatement Effective Date and that the other copies of such Loan Documents; Party’s Organizational Documents delivered to Administrative Agent on such date as a part of the “secretary’s certificate” delivered by such Loan Party are true, correct and complete copies of such Organizational Documents as currently in full force and effect, (diii) A if available, a true and correct a copy of a good standing certificate/certificate of status for each Loan Party certified by the Secretary applicable Governmental Authority of such Loan Party’s jurisdiction of incorporation, organization or an Assistant Secretary of formation dated a recent date prior to the Borrower certifying date hereof (except for those delivered pursuant to Section 4(a) below), and (iv) the names and true #4834-5000-5441.9 signatures of the officers of the Borrower such Loan Party authorized to sign execute and deliver this Amendment and all documents, instruments and agreements executed and/or delivered in connection herewith (if any) on behalf of such Loan Party pursuant to the resolutions referenced in clause (i) above (and such certificate shall be countersigned by another officer of such Loan Party certifying the name, office and signature of the Secretary (or other documents to be delivered hereunder equivalent officer, partner or thereundermanager) of such Loan Party giving such certificate); and (ef) A favorable opinion no Default or Event of Xxxx X. XxxxxxxDefault has occurred and is continuing, Senior Vice President, Secretary and General Counsel for or would result from the Borrower, substantially in execution of this Amendment or consummation of the form of Exhibit C to the Credit Agreement and as to such other matters as any Lender through the Paying Agent may reasonably requesttransactions contemplated hereunder.

Conditions of Effectiveness. This Amendment shall become effective as of the date first above written (the “Amendment Effective Date”) when, and only when, when (the Paying Agent “Effective Date”), (a) the Noteholders shall have received counterparts executed originals of this Amendment executed by the Borrower and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all of the following documents, each such document (unless otherwise specifiedindicated) being dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lenderhereof, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender: (a) A certificate signed by a duly authorized officer of the Borrower, dated the Amendment Effective Date, stating thatNoteholders: (i) The representations and warranties contained in Section 4.01 copies of (A) all documents evidencing all requisite corporate action of the Credit Agreement, as amended hereby, are correct on Company (including any and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a Default; (b) The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective Date; (c) Certified copies of the all resolutions of the Board of Directors of the Borrower approving Company) authorizing the execution, delivery and performance of this Amendment and of the matters contemplated hereby and thereby, and (B) all documents evidencing other necessary corporate action all consents and governmental approvals, if any, with respect to this Amendment and the other Loan Documentsmatters contemplated hereby and thereby; (dii) A a certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment on behalf of the Company and the any other documents to be delivered hereunder or thereunderby the Company hereunder; (iii) the amended and restated Bank Agreement, in form and substance satisfactory to the Required Holder in all respects; and (eiv) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C to the Credit Agreement and as to such other matters documents, instruments, approvals or opinions as any Lender through the Paying Agent Noteholder may reasonably request. (b) The representations and warranties contained herein shall be true on and as of the date hereof, there shall exist on the date hereof, no Event of Default or Default; there shall exist no material adverse change in the financial condition, business operation or prospects of the Company or its Subsidiaries since December 31, 2004, other than as reported by the Company in its quarterly reports on Form 10-Q filed with the Securities and Exchange Commission for quarterly periods subsequent to December 31, 2004; and the Company shall have delivered to the Noteholders an Officer’s Certificate to such effect; and (c) The Company shall have paid to the Noteholders an amendment fee equal to 15 basis points of the amount outstanding on the Notes as of the date of this Amendment, which percentage the Company represents and warrants to the Noteholders is not less than the highest percentage upfront fee paid to any party to the Bank Agreement, based on their commitments thereunder, in connection with the amendment and restatement of the Bank Agreement.

Conditions of Effectiveness. Upon satisfaction of the following, the effective date of this Amendment shall be December 2, 2002 (the "EFFECTIVE DATE"). This Amendment shall become effective as of the date first above written (the “Amendment Effective Date”) when, and only when, : (a) the Paying Agent Noteholder shall have received counterparts of this Amendment executed by the Borrower and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all of the following documents, each such document (unless otherwise specifiedindicated) being dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lenderhereof, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender: (a) A certificate signed by a duly authorized officer of the Borrower, dated the Amendment Effective Date, stating thatNoteholder: (i) The representations executed originals of each of this Amendment and warranties contained in Section 4.01 the Consent of the Credit AgreementGuarantors, as amended hereby, are correct on and as of the Amendment Effective Date; andattached hereto; (ii) No event has occurred a duly executed Credit Agreement Amendment (as hereinafter defined) in form and substance acceptable to the Noteholder under which all conditions have been satisfied and that is continuing that constitutes a Defaultin full force and effect; (biii) The Consent attached an executed allonge to the Note in the form of Exhibit A hereto, duly executed by each Guarantor existing on and otherwise acceptable to the Amendment Effective DateNoteholder; (civ) Certified a duly executed letter from General Electric Capital Corporation, in form and substance acceptable to the Noteholder, confirming that the conditions set forth in the securitization agreement with the Company have been satisfied; (v) certified copies of the resolutions of the Board of Directors of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to Company authorizing this Amendment and the other Loan Documentstransactions contemplated thereby; (dvi) A a certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment on behalf of the Company and the any other documents to be delivered hereunder or thereunderby the Company hereunder; (vii) the opinions of counsel to the Company and the Guarantors containing such opinions and in form and substance acceptable to the Noteholder and its counsel; and (eviii) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C to the Credit Agreement and as to such other matters documents, instruments, approvals or opinions as any Lender through the Paying Agent Noteholder may reasonably request. (b) the Company shall have paid to the Noteholder an amendment fee equal to 0.25% of the outstanding principal amount of the Notes. (c) the Company shall have paid all costs and expenses (including legal fees) incurred by the Noteholder. (d) the representations and warranties contained herein shall be true on and as of the date hereof, and there shall exist on the date hereof no Event of Default or Default; except as disclosed in writing to the Noteholder, there shall exist no material adverse change in the financial condition, business operation or prospects of the Company or its Subsidiaries since December 30, 2001; and the Company shall have delivered to the Noteholder an Officer's Certificate to such effect.

Conditions of Effectiveness. This All provisions of this Fifth Amendment shall become be effective as of the date first above written (the “Amendment Effective Date”) whenupon satisfaction of, and only whenor completion of, the Paying following: (a) the Administrative Agent shall have received counterparts of this Fifth Amendment executed by the Lenders and acknowledged by the Exiting Lender; (b) the Administrative Agent shall have received counterparts of this Fifth Amendment executed by the Borrower and all acknowledged by each Guarantor; (c) the representations and warranties set forth in Section 2 of this Fifth Amendment shall be true and correct; (d) the Lenders or, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Administrative Agent shall have additionally received all a certified resolution of the following documentsBorrower authorizing the execution, delivery and performance of this Fifth Amendment, the New Revolving Loan Notes, the New Term Notes, and the related documents required to be executed and delivered pursuant to Schedule 6.18 to this Fifth Amendment, together with a Certificate of Incumbency; (e) the Administrative Agent shall have received a favorable opinion of counsel to the Borrower covering the matters set forth in Sections 2(c), (d) and (e) of this Fifth Amendment; (f) the Administrative Agent shall have received fully-executed New Revolving Loan Notes and New Term Notes; (g) the Administrative Agent shall have received for its benefit and for the benefit of each such document (unless otherwise specified) dated Lender and the date of receipt thereof Arranger the fees in immediately available funds as agreed upon by the Paying Borrower, the Arranger, the Administrative Agent and the Lenders; (unless otherwise specifiedh) since December 31, 2013, there shall not have occurred any event or condition that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; (i) the asset purchase set forth in the Asset Sale Agreement dated March 3, 2014 among Carriage Services of Louisiana, Inc. and Carriage Funeral Holdings, Inc., as buyers, and SCI Louisiana Funeral Services, Inc., S.E. Funeral Homes of Louisiana, LLC and S.E. Funeral Homes of Virginia, LLC, as sellers, shall have been consummated and such Acquisition shall meet the requirements of Section 7.02(d) of the Credit Agreement, as amended by this Fifth Amendment; (j) the Exiting Lender shall have received payment in sufficient copies for each Lenderfull in immediately available funds all amounts due and owing to it under the Credit Agreement and the other Loan Documents; and (k) the Administrative Agent shall have received, in form and substance satisfactory to the Paying Administrative Agent (unless otherwise specified) and in sufficient copies for each Lender: (a) A certificate signed by a duly authorized officer of the Borrowerits counsel, dated the Amendment Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a Default; (b) The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective Date; (c) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the other Loan Documents; (d) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder or thereunder; and (e) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C to the Credit Agreement and as to such other matters documents, certificates and instruments as any Lender through the Paying Administrative Agent may reasonably requestshall require.

Conditions of Effectiveness. This Amendment The Effective Date of this Agreement shall become effective as be on the date on which all of the date first above written following conditions shall have been satisfied: (A) the “Amendment Effective Date”Lender shall be satisfied in all material respects (a) whenwith any material modifications or additions to the terms of the Public Offering Documents from the form of such documents delivered to the Lender prior to its execution of this Agreement, and only when(b) that all material conditions precedent to the Public Offering have been satisfied or waived with the prior written consent of the Lender; (B) no law, regulation, order, judgment or decree of any Governmental Authority shall, and the Paying Agent Lender shall not have received any notice that litigation is pending or threatened which is likely to, (A) enjoin, prohibit or restrain the making of an Advance hereunder or (B) impose or result in the imposition of a Material Adverse Effect; (C) all conditions precedent set forth in the Commitment Letter shall have received counterparts been satisfied; (D) all due diligence materials requested by the Lender from the Borrower shall have been delivered to the Lender and such due diligence materials shall be in form and substance satisfactory to the Lender; (E) the Borrower has furnished to the Lender each of the following, all in form and substance satisfactory to the Lender: (i) this Amendment Agreement, duly executed by the Borrower; (ii) the Note, duly executed by the Borrower and all in favor of the Lenders orLender; (iii) the Subordinated Debt Documents; (iv) Amendment to the Speedway Pledge which reflects a pledge by Sonic Financial Corporation of [_______] shares of Speedway Motorsports, Inc., which such amount is equal to three times the difference between $70,000,000 and Net Cash Proceeds of the Public Offering; (v) a Dealership Guaranty executed by each Sonic Dealership which has not heretofore provided a Dealership Guaranty to the Lender, it being understood that if such Sonic Dealership is an Unrestricted Dealership, such Dealership Guaranty will be substantially in the form of the Dealership Guaranty attached hereto as Exhibit C-1, and if such Sonic Dealership is a Restricted Dealership, such Dealership Guaranty will be substantially in the form of the Dealership Guaranty attached hereto as Exhibit C-2; (vi) a Dealership Security Agreement executed by each Sonic Dealership which has not heretofore provided a Dealership Security Agreement to the Lender, it being understood that if such Sonic Dealership is an Unrestricted Dealership, such Dealership Security Agreement will be substantially in the form of the Dealership Security Agreement attached hereto as Exhibit D-1, and if such Sonic Dealership is a Restricted Dealership, such Dealership Security Agreement will be substantially in the form of the Dealership Security Agreement attached hereto as Exhibit D-2; (vii) with respect to each Dealership Security Agreement delivered by a Sonic Dealership in connection with the Bridge Facility, an amendment to such Dealership Security Agreement attaching a revised exhibit thereto, which such revised exhibit shall reflect only Permitted Existing Liens; (viii) an amendment of each of the Borrower Pledges dated October 15, 1997 and the Subsidiary Holding Company Pledge attaching a revised exhibit thereto, which such revised exhibit shall reflect a pledge of any Sonic Dealership not heretofore pledged, together with, for each corporate entity so acquired, a stock certificate evidencing the issued and outstanding pledged stock and undated stock powers executed in blank; (ix) a Subsidiary Holding Company Pledge dated the date hereof, pursuant to which certain Subsidiary Holding Companies pledge their Capital Stock in Sonic Peachtree Industrial Blvd., L.P. (the "Partnership") , together with a pledge from the Partnership of its limited liability company interests in Sonic Automotive 5260 Peachtree Industrial Blvd., LLC; (x) Xx xxx xxxxxx xxx Xxxxx Xxxxxxxxxx xxx any Indebtedness other than Permitted Indebtedness, pay-out letters, releases and UCC-3 Termination Statements, where applicable, from all third-party creditors releasing all Liens securing any such Indebtedness, including without limitation, Indebtedness owed by the Borrower to NationsBank in connection with the Lake Norman Acquisition; (xi) Certificates of good stanxxxx xor the Borrower and each of the Dealership Guarantors from its jurisdiction of incorporation and each other jurisdiction where the nature of its business requires it to be qualified as a foreign corporation; (xii) a Secretary's Certificate from the Borrower and each Sonic Dealership acquired by the Borrower on or prior to the date hereof, provided, however that the Borrower and any Sonic Dealership which provided a Secretary's Certificate as part of the Bridge Facility may deliver a bring-down certificate of such previously delivered Secretary's Certificate, certifying that as of October 15, 1997, there has been no change to any of the Lendersinformation provided therein and, advice in the case of any of such Sonic Dealerships, that the representations and warranties contained in any Collateral Document delivered by such Sonic Dealership in connection with the Bridge Facility continues to be true and correct with full force and effect as if made on the Effective Date. (xiii) A certificate, in form and substance satisfactory to the Paying Agent Lender, signed by the chief financial officer of the Borrower stating that such Lender as of the Effective Date, no Event of Default or Unmatured Default has executed this Amendment occurred and is continuing and setting forth the calculation of the Sonic Group's Scaled Assets as of the Effective Date, and the Paying Agent shall have additionally received all representations and warranties of the following documentsBorrower are true and correct with full force and effect as if made on the Effective Date; (xiv) A written opinion of the Borrower's and Dealership Guarantors' counsel, each such document (unless otherwise specified) dated addressed to the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender:; (axv) A certificate signed by a duly authorized officer of To the Borrowerextent not included in the foregoing, dated the Amendment Effective Datedocuments, stating that: (i) The representations instruments and warranties contained in Section 4.01 of agreements set forth on the Credit Agreement, closing list attached as amended hereby, are correct on and as of the Amendment Effective DateExhibit E hereto; and (iixvi) No event has occurred and is continuing that constitutes a Default; (b) The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective Date; (c) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the other Loan Documents; (d) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the Such other documents to be delivered hereunder as the Lender or thereunder; and (e) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C to the Credit Agreement and as to such other matters as any Lender through the Paying Agent its counsel may have reasonably requestrequested.

Conditions of Effectiveness. This Amendment shall become effective as of the date first above written (the “Amendment Effective Date”) when, and only when, on or before December 20, 2002 the Paying Agent Holder shall have received counterparts of this Amendment executed by the Borrower and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent Holder (unless otherwise specified) ), and in sufficient copies for each Lender, in form and substance satisfactory to the Paying Agent Holder (unless otherwise specified) and in sufficient copies for each Lender:): (a) A certificate signed counterpart of this Amendment executed by a duly authorized officer of the Borrower, dated the Amendment Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a Default;Issuer. (b) The Consent Counterparts of the consent attached hereto, duly hereto executed by each Guarantor of Slingsby Enterprises Limited, a company organized and existing on under the Amendment Effective Date;laws of Gibraltar (the "Shareholder") and Berth H. Xxxxxx Xx. (c) Certified copies of (i) the resolutions of the Board of Directors of (A) the Borrower Issuer approving this Amendment and the matters contemplated hereby and (B) the Shareholder evidencing approval of the Consent and the matters contemplated hereby and thereby and (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment Amendment, the Consent and the other Loan Documents;matters contemplated hereby and thereby. (d) A certificate of the Secretary or an Assistant Secretary of each of the Borrower Issuer and the Shareholder certifying the names and true signatures of the officers of the Borrower Issuer and the Shareholder authorized to sign this Amendment and the Consent, as applicable, and the other documents to be delivered hereunder or and thereunder; and. (e) A favorable opinion of Xxxx X. XxxxxxxXxxxxxxx & Wedge, Senior Vice President, Secretary and General Counsel Nevada counsel for the BorrowerIssuer, substantially in the form of Exhibit C to the Credit Agreement and as to such other matters as any Lender through the Paying Agent Holder may reasonably request. (f) A favorable opinion of Xxxxx & Associates, New York counsel for the Issuer, the Shareholder and Berth H. Xxxxxx Xx., as to such matters as the Holder may reasonably request. (g) A favorable opinion of Isola & Isola, Gibraltar counsel for the Shareholder, as to such matters as the Holder may reasonably request.

Conditions of Effectiveness. This Amendment shall become effective as of the first date first above written (the “Amendment Effective Date”) whenon which, and only whenif, each of the Paying following conditions precedent shall have been satisfied (or waived by the Required Lenders): (a) The Administrative Agent shall have received counterparts of this Amendment executed by the Borrower and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lenderreceived, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for Administrative Agent, counterparts of this Amendment executed by each Lender: (a) A certificate signed by a duly authorized officer of the BorrowerLoan Parties, dated the Amendment Effective Date, stating that: (i) The representations Lenders collectively comprising at least the Required Lenders and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a Default;Administrative Agent. (b) The Consent attached heretoAll loans and other obligations owing by the Borrower under the PNC Bank Credit Agreement and all outstanding loans under the JPM Credit Agreement (in the case of the loans under the JPM Credit Agreement, duly executed by each Guarantor existing on without a corresponding permanent reduction of the Revolving Commitments under the JPM Credit Agreement) shall have been, or substantially concurrently with the Amendment Effective Date;Date shall be, paid in full. (c) Certified copies of The Administrative Agent shall have received, in form and substance satisfactory to the resolutions of Administrative Agent, an amendment to the Board of Directors of JPM Credit Agreement, it being understood that, in each case, any such amendment that is in substantially the Borrower approving same form as this Amendment and or otherwise substantially consistent with the summary of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and amendment terms previously approved by the other Loan Documents;Administrative Agent shall be deemed satisfactory. (d) A Since May 3, 2021, there shall not have been any Asset Disposition of an Unencumbered Property or any incurrence of Indebtedness secured by a Lien on any Unencumbered Property. (e) The Administrative Agent shall have received a certificate of the a Secretary or an Assistant Secretary of the Borrower certifying (i) as to the names and true signatures of resolutions authorizing the officers transactions contemplated by this Amendment, (ii) that there have been no amendments to the formation documents of the Borrower since June 30, 2020, or, if there have been any amendments, attaching copies of such amendments, and (iii) that there have been no changes to the incumbency of officers authorized to sign execute this Amendment and the other documents since June 30, 2020, or, if there have been any changes, certifying as to be delivered hereunder or thereunder; andany such changes. (ef) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel The Borrower shall have paid to the Administrative Agent for the Borrower, substantially in the form benefit of Exhibit C each Lender that executes and delivers a signature page to this Amendment on or prior to the Credit Agreement Amendment Effective Date (each, a “Consenting Lender”) a consent fee in an amount equal to 0.075% of the outstanding principal amount of each Consenting Lender’s Loans. (g) To the extent invoiced to the Borrower at least one (1) Business Day prior to the Amendment Effective Date, all of the reasonable out-of-pocket expenses of the Administrative Agent (including the reasonable fees and as to such other matters as any Lender through expenses of one firm of counsel for the Paying Agent may reasonably requestAdministrative Agent) due and payable on the Amendment Effective Date shall have been paid in full.

Conditions of Effectiveness. This The effectiveness of this Sixth Amendment shall become effective as Agreement (and each of the date first above written amendments contained herein) is subject to the satisfaction of the following conditions: (a) the Required Holders under each of the Outstanding Agreements shall have consented to this Sixth Amendment Agreement as evidenced by their execution thereof; (b) the requisite percentage of lenders under the Credit Agreement (the “"Lenders") shall have agreed to all amendments to the Credit Agreement necessary to effect this Sixth Amendment Effective Date”) whenAgreement and a copy thereof shall have been provided to the holders of the Outstanding Notes. In the event the Company agrees that the Lenders or holders of any of the Outstanding Notes shall be granted any additional or more restrictive financial or negative covenants or events of default than the financial or negative covenants or events of default that are imposed on the Company under the Outstanding Agreements, and only whenas amended hereby, the Paying Agent Company agrees that the holders of all other Outstanding Notes shall also be granted such more restrictive covenants or events of defaults; (c) upon the satisfaction of subclause (a), each of the holders of the Outstanding Notes shall have received counterparts an amendment fee from the Company in an amount equal to 0.25% of the aggregate principal amount of the Outstanding Notes held by such holder (the "Amendment Fee") and a Responsible Officer of the Company shall have certified to each such holder (the truth and the accuracy of which certification shall constitute a condition of effectiveness of this Sixth Amendment executed by the Borrower and all of Agreement) that the Lenders or, have received no amendment fees or other consideration (including increase in coupon) greater than the Amendment Fee; and (d) Winston & Xxxxxx LLP shall have delivered a non-consolidation opinion as to any of the LendersCompany and La Grange, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Agent which opinion shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and be in sufficient copies for each Lender, in a form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender: (a) A certificate signed by a duly authorized officer holders of the Borrower, dated the Amendment Effective Date, stating that: (i) The representations Outstanding Notes and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a Default; (b) The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective Date; (c) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the other Loan Documents; (d) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder or thereunder; and (e) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C to the Credit Agreement and as to such other matters as any Lender through the Paying Agent may reasonably requesttheir counsel.

Conditions of Effectiveness. This 3.1 The limited consent set forth in Article I of this Amendment shall become effective as of the date first above written (the “Consent Effective Date”) when, and only when, each of the following conditions precedent shall have been satisfied: (a) The Administrative Agent shall have received a counterpart of this Amendment executed and delivered by the Borrowers, the Administrative Agent and the Required Lenders (with ten counterparts to be delivered after the Consent Effective Date). (b) The representations and warranties of the Borrowers contained in the Existing Credit Agreement and the other Credit Documents are true and correct in all material respects as of the Consent Effective Date, with the same effect as though made on such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (c) An amendment to the Harbor Point Credit Agreement in substantially the same form as this Amendment has been executed and delivered by Harbor Point, Harbor Point Re, Harbor Point U.S. Holdings, Inc., HPRe US, the Administrative Agent and the Required Lenders (as defined in the Harbor Point Credit Agreement) and the conditions precedent set forth in Section 3.1 thereof shall have been satisfied. (d) No Default or Event of Default has occurred and is continuing or will result from the execution and delivery or effectiveness of Article I of this Amendment or the Amalgamation Agreement. (e) There has not occurred since December 31, 2009 any Material Adverse Effect (as defined in the Existing Credit Agreement). 3.2 The amendments set forth in Article II of this Amendment shall become effective as of the date (the “Third Amendment Effective Date”) when, and only when, each of the Paying following conditions precedent shall have been satisfied or waived: (a) The Administrative Agent shall have received counterparts the following (in such number as the Administrative Agent may deem appropriate): (i) A Guaranty in substantially the form of Annex C to this Amendment executed and delivered by each of Max Capital, the Amalgamated Company, and, if required by the Borrower Administrative Agent in its sole discretion, Harbor Point and all Amalco Sub, pursuant to which such Person guarantees the Obligations of the Lenders Borrowers under the Credit Agreement; (ii) Legal opinions of counsel to the Credit Parties (including, without limitation, opinions of New York and Bermuda counsel) as may be reasonably requested by the Administrative Agent; (iii) A certificate of an Executive Officer of each Borrower certifying that after giving effect to the amendments in Article II and filing of the Amalgamation Agreement: (A) No Default or Event of Default has occurred and is continuing or will result from the execution and delivery or effectiveness of the amendments set forth herein or the Amalgamation; (B) The representations and warranties of the Credit Parties (other than Sections 4.3 and 4.12, in each case, with respect to Harbor Point) contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects as of the Third Amendment Effective Date, with the same effect as though made on such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (C) There are no material insurance regulatory proceedings pending or, as to the knowledge of such Executive Officer, threatened against Max Capital, the Amalgamated Company or any Insurance Subsidiary in any jurisdiction; and (D) There has not occurred since December 31, 2009 (x) any Material Adverse Effect described in clauses (b) or (c) of the Lenders, advice satisfactory definition thereof in the Existing Credit Agreement after giving effect to the Paying Agent that amendment to such Lender has executed definition contained in this Amendment and the Paying Agent shall have additionally received all or (y) any Material Adverse Effect (as defined in Section 8.13 of the following documents, Amalgamation Agreement) on Max Capital and its Subsidiaries (after giving effect to the Amalgamation). (iv) A certificate of the secretary or an assistant secretary of each such document Credit Party (unless otherwise specified) dated other than the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each LenderAmalgamated Company), in form and substance reasonably satisfactory to the Paying Agent Administrative Agent, certifying (unless otherwise specifiedA) that attached thereto is a true and complete copy of the certificate of incorporation, memorandum of association (or another similar governing document) and all amendments thereto of such Credit Party, certified as of a recent date by the Registrar of Companies for the Bermuda Ministry of Finance, and that the same has not been amended since the date of such certification, (B) that attached thereto is a true and complete copy of the Bye-laws or similar governing document of such Credit Party, as then in sufficient effect and as in effect at all times from the date on which the resolutions referred to in clause (C) below were adopted to and including the date of such certificate, and (C) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of such Credit Party authorizing the execution, delivery and performance of the Credit Documents (and, if applicable, the Amalgamation Agreement) to which such Credit Party is or becomes a party, and (D) as to the incumbency and genuineness of the signature of each officer of such Credit Party executing any such Credit Documents, and attaching all such copies for each Lender:of the documents described above; (av) A certificate signed of the secretary or an assistant secretary of the Amalgamated Company, in form and substance reasonably satisfactory to the Administrative Agent, certifying (A) that attached thereto is a true and complete copy of the application for registration of an amalgamated company and resulting memorandum of association of the Amalgamated Company and that the same has been presented for filing with the Registrar of Companies for the Bermuda Ministry of Finance, (B) that attached thereto is a true and complete copy of the Bye-laws or similar governing document of the Amalgamated Company then in effect and as in effect at all times from the date on which the resolutions referred to in clause (C) below were adopted to and including the date of such certificate, and (C) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of the Amalgamated Company authorizing the execution, delivery of the Guaranty and the performance of the Guaranty, and the other Credit Documents to which it is a duly authorized party, and (D) as to the incumbency and genuineness of the signature of each officer of the BorrowerAmalgamated Company executing the Guaranty or any of the other Credit Documents, dated and attaching all such copies of the documents described above; (vi) If there has been a material change from the Pro Forma Financial Statements delivered to the Lenders prior to the date of this Amendment, an update of such Pro Forma Financial Statements; (vii) A Compliance Certificate executed by Max Capital calculated on a pro forma basis as of the date of the most recent year to date update of the Pro Forma Financial Statements after giving effect to the Amalgamation and this Amendment and certifying as to the Parent Debt Rating; (viii) A Borrowing Base Certificate executed by Max Bermuda calculated as of the close of business one Business Day prior to the Third Amendment Effective Date giving effect to the Amendments; (ix) The investment guidelines for Max Capital and its Subsidiaries which will be in effect on the Amalgamation Date; (x) Satisfactory confirmation from A.M. Best Company, Inc. that the current Financial Strength Rating of Max Bermuda and Harbor Point Re is “A-” (stable) or better (even if such Financial Strength Rating is different than the Financial Strength Rating, if any, required under the Amalgamation Agreement); and (xi) True, complete and correct copies of the Amalgamation Agreement which shall be in full force and effect and shall not have been amended in a manner that is materially adverse to the Lenders since the Consent Effective Date (except for such amendments as have been approved by the Administrative Agent (with the consent of the Required Lenders)) and, to the extent not included as Exhibits to the Amalgamation Agreement, the other material documents required to be executed in connection with the Closing (as defined in the Amalgamation Agreement). (b) All approvals, permits and consents of any Governmental Authorities (including, without limitation, all relevant Insurance Regulatory Authorities) in each jurisdiction where any of Max Capital, Amalco Sub, Harbor Point, Harbor Point Re, HPRe US or Max Bermuda underwrite or engage in material business or of other Persons (the failure of which to obtain would reasonably likely be materially detrimental to the Credit Parties or the Lenders), if any, required to be obtained prior to the Closing (as defined in the Amalgamation Agreement) in connection with the execution and delivery of the Amalgamation Agreement, this Amendment (including the effectiveness of the amendments herein) and the other Credit Documents and the consummation of the transactions contemplated hereby and thereby shall have been obtained (without the imposition of restrictions or conditions that are materially adverse to the Administrative Agent, the Fronting Bank or the Lenders with respect to the transactions contemplated hereby), and all related filings, if any, shall have been made, and all such approvals, permits, consents and filings shall be in full force and effect and the Administrative Agent shall have received such copies thereof as it shall have reasonably requested; all applicable waiting periods shall have expired or terminated, and no order, injunction or decree shall have been entered by, any Governmental Authority, in each case to enjoin, restrain, restrict, set aside or prohibit, or impose materially adverse conditions upon, the Amalgamation, this Amendment or any of the other Credit Documents or the consummation of the transactions contemplated hereby or thereby that, in any case, would or would reasonably be expected to have a Material Adverse Effect described in clauses (b) or (c) of the definition thereof in the Existing Credit Agreement after giving effect to the amendment to such definition contained in this Amendment or any Regulatory Material Adverse Effect (as defined in the Amalgamation Agreement). (c) All conditions precedent to the Effective Time (as defined in the Amalgamation Agreement) shall have been satisfied or otherwise waived (with the approval of the Administrative Agent, it being agreed that a change to the Financial Strength Rating condition precedent in the Amalgamation Agreement shall not require the consent of the Administrative Agent), all necessary filings in connection therewith shall have been made, and the Third Amendment Effective Date will be the same as the Amalgamation Date. (d) The “First Amendment Effective Date” under the Harbor Point Credit Agreement will occur concurrently with the Third Amendment Effective Date hereunder and either (x) no amendments to other credit facilities of Harbor Point and its Subsidiaries or Max Capital and its Subsidiaries, stating that:as applicable, shall be necessary in connection with the consummation of the Amalgamation or (y) if any such amendments are required, such amendments are, or concurrently with the Third Amendment Effective Date will become, effective. (e) The Credit Parties shall have provided the Administrative Agent and the Lenders with all necessary information, documents and certificates as the Administrative Agent and the Lenders may reasonably request in order to comply with the Patriot Act and related “Know Your Customer” rules and regulations. (f) There has not occurred since December 31, 2009 (i) any Material Adverse Effect described in clauses (b) or (c) of the definition thereof in the Existing Credit Agreement after giving effect to the amendment to such definition contained in this Amendment or (ii) any Material Adverse Effect (as defined in Section 8.13 of the Amalgamation Agreement) on Max Capital and its Subsidiaries (after giving effect to the Amalgamation). (g) The representations and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, Parties contained in the Credit Agreement and the other Credit Documents are true and correct on and in all material respects as of the Third Amendment Effective Date; and, with the same effect as though made on such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (iih) No event Default or Event of Default has occurred and is continuing that constitutes a Default;or will result from the effectiveness of the Amendments in Article II hereof or the Amalgamation Agreement. (bi) The Consent attached heretoAll fees and reasonable out-of-pocket expenses of the Administrative Agent and the Arranger (including, duly executed by each Guarantor existing on without limitation, reasonable and documented legal fees and expenses invoiced prior to such date) in connection with the Third Amendment Effective Date;Date shall have been paid. (cj) Certified copies A letter from the process agent agreeing to the service of process terms of each Guaranty or other Credit Document requiring the resolutions of the Board of Directors of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the other Loan Documents;same. (dk) A certificate of Such other documents, certificates, opinions and instruments in connection with the Secretary or an Assistant Secretary of transactions contemplated hereby as the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder or thereunder; and (e) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C to the Credit Agreement and as to such other matters as any Lender through the Paying Administrative Agent may shall have reasonably requestrequested.

Conditions of Effectiveness. This Amendment shall become effective as of on the date first above written hereof (the “Amendment No. 5 Effective Date”) when, and only when, upon the Paying satisfaction of the following conditions precedent: (a) The Administrative Agent shall have received counterparts of to this Amendment Amendment, duly executed by the Borrower and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender: (a) A certificate signed by a duly authorized officer of the Borrower, the Extending Lender, Lenders constituting Required Lenders (including for the avoidance of doubt, the Extending Lender), the Administrative Agent, the Issuing Bank and the Swingline Lender; (b) The Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Amendment No. 5 Effective Date) of (i) Sidley Austin LLP, counsel for the Loan Parties, and (ii) in-house legal counsel for the Loan Parties, in each case, covering such matters relating to the Loan Parties and this Amendment as the Administrative Agent shall reasonably request; (c) The Administrative Agent shall have received certificates of the secretary or an assistant secretary of each Loan Party (or, if any Loan Party does not have a secretary or assistant secretary, any other Person duly authorized to execute such a certificate on behalf of such Loan Party), certifying as to (i) specimen signatures of the persons authorized to execute Loan Documents to which such Loan Party is a party, (ii) copies of resolutions of the board of directors or other appropriate governing body of such Loan Party authorizing the execution and delivery of this Amendment and (iii) copies of such Loan Party’s constituent organizational documents or a statement that such constituent organizational documents have not changed since the time each Loan Party last provided a certification in respect thereof; (d) The Administrative Agent shall have received, for each Loan Party, a certificate of good standing (or the equivalent) from the appropriate governing agency of such Loan Party’s jurisdiction of organization (to the extent the concept of good standing is applicable in such jurisdiction); (e) The Administrative Agent shall have received, at least three Business Days prior to the Amendment No. 5 Effective Date, stating that: (i) The representations all documentation and warranties contained other information regarding the Borrower requested in Section 4.01 connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Credit Agreement, as amended hereby, are correct on and as of Borrower at least 10 Business Days prior to the Amendment No. 5 Effective Date; and (ii) No event has occurred and is continuing that constitutes a Default; (bf) The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective Date; (c) Certified copies Administrative Agent shall have received payment of the resolutions Administrative Agent’s and its affiliates’ fees and reasonable out-of-pocket expenses (including reasonable out-of-pocket fees and expenses of counsel for the Board of Directors of the Borrower approving Administrative Agent) in connection with this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the any other Loan Documents; Document, and for which invoices have been presented at least one (d1) A certificate Business Day prior to the Amendment No. 5 Effective Date, in each case, to the extent payment is required by Section 9.03(a) of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder or thereunder; and (e) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C to the Credit Agreement and as to such other matters as any Lender through the Paying Agent may reasonably requestAgreement.

Conditions of Effectiveness. This Amendment shall become effective as of the first date first above written (the “Amendment Effective Date”) whenon which, and only whenif, each of the Paying following conditions precedent shall have been satisfied (or waived by the Required Lenders): (a) The Administrative Agent shall have received counterparts of this Amendment executed by the Borrower and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lenderreceived, in form and substance satisfactory to the Paying Administrative Agent, counterparts of this Amendment executed by each of the Loan Parties, the Lenders collectively comprising at least the Required Lenders and the Administrative Agent. (b) The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent, counterparts of the Intercreditor Agreement executed by each of the parties party thereto. (unless otherwise specifiedc) The Borrower and certain of its Subsidiaries shall have (i) executed and delivered the Pledge Agreement, (ii) made all filings necessary or desirable in order to perfect and protect the first priority liens and security interests created in the Collateral (as defined in the Pledge Agreement) and (iii) delivered to the Collateral Agent certificated securities of each applicable Issuer (as defined in sufficient copies for each Lender:the Pledge Agreement), if any, together with any applicable share powers delivered in blank. (ad) A certificate signed The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent, a Subsidiary Guaranty executed by a duly authorized officer each Subsidiary of the BorrowerBorrower that is a “Pledgor” under the Pledge Agreement. (e) The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent, an amendment to the 2018 Term Loan Agreement, it being understood that any such amendment that is in substantially the same form as this Amendment shall be deemed satisfactory. (f) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of Xxxxxxxx LLP, stating thatcounsel for the Borrower and the other Loan Parties, covering enforceability of this Agreement and the other Loan Documents, in each case, in form and substance reasonably acceptable to the Administrative Agent and covering such other matters relating to the Loan Parties and this Amendment as the Required Lenders shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion. (g) The Administrative Agent shall have received the following items from the Borrower: (i) The representations Certificates of good standing for each Loan Party from the states of organization of such Loan Party, certified by the appropriate governmental officer and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and dated not more than thirty (ii30) No event has occurred and is continuing that constitutes a Default; (b) The Consent attached hereto, duly executed by each Guarantor existing on days prior to the Amendment Effective Date; (cii) Certified copies Copies of the resolutions formation documents of the Board each Loan Party certified by an authorized signatory of Directors of the Borrower approving this Amendment and of such Loan Party, together with all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the other Loan Documentsamendments thereto; (diii) A certificate Incumbency certificates, executed by authorized signatories of each Loan Party, which shall identify by name and title and bear the signature of the Persons authorized to sign the Loan Documents on behalf of such Loan Party (and to make borrowings and request other extensions of credit hereunder on behalf of the Borrower, in the case of the Borrower), upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (iv) Copies, certified by a Secretary or an Assistant Secretary or an authorized signatory of each Loan Party of the Borrower certifying resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for the names Administrative Agent) authorizing the transactions contemplated by this Amendment, and true signatures the execution, delivery and performance of the officers of the Borrower authorized Loan Documents to sign this Amendment be executed and delivered by the other documents to be delivered hereunder or thereunderLoan Parties; and (ev) A favorable opinion UCC financing statement, judgment, and tax lien searches with respect to each Loan Party from its state of Xxxx X. Xxxxxxxorganization. (i) The fees provided for in Section 5, Senior Vice President, Secretary (ii) any fees separately agreed by the Administrative Agent and General Counsel for the Borrower, substantially in the form of Exhibit C and (iii) to the Credit Agreement extent invoiced to the Borrower at least one (1) Business Day prior to the Amendment Effective Date, all of the reasonable out-of-pocket expenses of the Administrative Agent (including the reasonable fees and expenses of one firm of counsel for the Administrative Agent) due and payable on the Amendment Effective Date shall have been paid in full. (i) The Administrative Agent and each Lender shall have received all documentation and other information about the Loan Parties as shall have been reasonably requested by the Administrative Agent or such Lender at least five (5) Business Days prior to such other matters as any Lender through the Paying Amendment Effective Date that it shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act to the extent requested by the Administrative Agent may reasonably requestat least five (5) Business Days prior to the Amendment Effective Date.

Conditions of Effectiveness. This Amendment The obligations of the 2018 Incremental Term Lenders to make 2018 Incremental Term Loans under the Amended Credit Agreement, and the amendments to the Credit Agreement contained in Section 1 hereof, shall become effective as of the first date first above written (the “First Amendment Effective Date”) when, on which the following conditions shall have been satisfied (or waived by the 2018 Incremental Term Lenders): (a) The Administrative Agent and only when, the Paying Agent 2018 Incremental Term Lenders shall have received counterparts of (i) this Amendment executed by the Borrower and all of Borrower, the Lenders or, as to any of the Lenders, advice satisfactory to the Paying Administrative Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) 2018 Incremental Term Lenders and in sufficient copies for each Lender, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender: (a) A certificate signed by a duly authorized officer of the Borrower, dated the Amendment Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred the Guarantor Consent and is continuing that constitutes Reaffirmation attached hereto as Exhibit A (the “Guarantor Consent”) executed by Holdings and each Subsidiary Guarantor (collectively, the “Guarantors” and each, a Default“Guarantor”); (b) The Consent Administrative Agent on behalf of itself and the 2018 Incremental Term Lenders shall have received a customary legal opinion from (i) Ropes & Gxxx LLP, counsel to the Loan Parties and (ii) each local counsel to the Loan Parties listed on Schedule 4(b) to this Amendment; (c) The Administrative Agent on behalf of itself and the 2018 Incremental Term Lenders shall have received, with respect to each Loan Party, certificates of good standing from the secretary of state of the state of organization of each Loan Party (to the extent such concept exists in such jurisdiction), customary certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the Organizational Documents attached heretothereto and evidencing the identity, duly executed authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the Guarantor Consent; (d) The Administrative Agent and the 2018 Incremental Term Lenders shall have received a certificate of a Responsible Officer of the Borrower certifying that the conditions in clauses (f) and (g) of this Section 4 have been satisfied; (e) The Administrative Agent and the 2018 Incremental Term Lenders shall have received a solvency certificate from a Responsible Officer of the Borrower (after giving effect to the transactions contemplated by each Guarantor existing this Amendment) based on and consistent with the form attached to the Credit Agreement as Exhibit K; (f) The representations and warranties of the Borrower contained in Article III of the Credit Agreement and Section 5 of this Amendment shall be true and correct in all material respects on and as of the First Amendment Effective Date; provided that, in the case of any representation and warranty which expressly relates to a specific date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be; provided, further, that, if any representation and warranty is qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, such representation and warranty shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (g) No Event of Default shall exist immediately prior to or after giving effect to this Amendment and the making of the 2018 Incremental Term Loans; (h) The Administrative Agent on behalf of itself and the 2018 Incremental Term Lenders shall have received a Committed Loan Notice no later than 2:00 p.m. (New York time) at least three Business Days prior to the requested date of the Borrowing in respect of the 2018 Incremental Term Loans; (i) The Borrower shall have paid all reasonable and documented out-of-pocket expenses of the Administrative Agent and the Lead Arranger (as defined in the engagement letter, dated as September 4, 2018 (the “Engagement Letter”), by and among the Borrower, Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (“MLPFS”), Jefferies Finance LLC (“Jefferies”), Mxxxxx Sxxxxxx Senior Funding, Inc. (“Mxxxxx Sxxxxxx”) and Nomura Securities International, Inc. (together with MLPFS, Jefferies and Mxxxxx Sxxxxxx, collectively, the “Arrangers”) (including, without limitation, the actual reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of outside counsel to all such Persons taken as a whole and, if reasonably necessary, of one local counsel in any relevant jurisdiction to all such Persons, taken as a whole, to the extent provided for in Section 9.03 of the Credit Agreement or Section 5 of the Engagement Letter) and the 2018 Incremental Term Lenders in connection with this Amendment invoiced at least three (3) Business Days (unless otherwise agreed by the Borrower) prior to the First Amendment Effective Date; (cj) Certified copies The Borrower shall have paid all fees required to be paid pursuant to the fee letter, dated as of the resolutions of the Board of Directors of September 4, 2018, by and between the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and MLPFS (the other Loan Documents“Fee Letter”); (dk) A certificate The Administrative Agent shall have received (i) at least two (2) Business Days prior to the First Amendment Effective Date all documentation and other information about the Borrower and the Guarantors (including the Hayward Purchaser and its subsidiaries (other than any Excluded Subsidiary)) required under applicable “know your customer” and anti-money laundering rules and regulations (including the USA PATRIOT Act) that has been reasonably requested in writing at least ten (10) Business Days prior to the First Amendment Effective Date and (ii) one (1) Business Day prior to the First Amendment Effective Date all documentation and other information about the Borrower required by regulatory authorities under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”) that has been reasonably requested in writing at least ten (10) Business Days prior to the First Amendment Effective Date; (l) On or prior to the date hereof, the Hayward Purchaser, LDAG, Paramount and each other direct and indirect subsidiary of LDAG that is required to become a Loan Party pursuant to the Loan Documents shall have complied with the requirements set forth in clause (a) of the Secretary or an Assistant Secretary definition of “Collateral and Guarantee Requirement” under each of the Borrower certifying Credit Agreement, the names and true signatures of the officers of the Borrower authorized to sign this Amendment ABL Credit Agreement and the other documents to be delivered hereunder Second Lien Credit Agreement, and with Section 5.12 thereof, in each case notwithstanding any applicable time periods or thereundergrace periods set forth therein; and (em) A favorable opinion Substantially concurrently with the Borrowing of Xxxx X. Xxxxxxxthe 2018 Incremental Term Loans on the First Amendment Effective Date, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in Borrower shall have completed the form of Exhibit C 2018 Second Lien Prepayment to the extent of any remaining proceeds of the 2018 Incremental Term Loans. For purposes of determining compliance with the conditions specified in this Section 4, the 2018 Incremental Term Lenders shall be deemed to 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 or acceptable or satisfactory to the 2018 Incremental Term Lenders from and after the making by the 2018 Incremental Term Lenders of the 2018 Incremental Term Loans pursuant to Section 2.01(b) of the Amended Credit Agreement Agreement. The 2018 Incremental Term Lenders and as to such other matters as any Lender through the Paying Borrower shall promptly notify the Administrative Agent may reasonably requestof the occurrence of the First Amendment Effective Date.

Conditions of Effectiveness. This Amendment shall become effective as of the first date first above written (such date being referred to as the “Amendment No. 6 Effective Date”) when, and only when, the Paying Agent shall have received counterparts of this Amendment executed by the Borrower and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all when each of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lenderconditions shall have been satisfied: (a) A certificate signed by a duly authorized officer of the Borrower, dated the Amendment Effective Date, stating that: The Administrative Agent (or its counsel) shall have received (i) The representations counterparts of this Amendment signed by the Parent Borrower, the Guarantors, the Replacement Lender and warranties contained in Section 4.01 of the Credit AgreementAdministrative Agent, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred Lender Addenda signed by the Consenting Term B-1 Dollar Lenders and is continuing that constitutes a Default;the Consenting Term B-2 Dollar Lenders. (b) The Consent attached heretoAdministrative Agent shall have received (x) the legal opinion of Ropes & Xxxx LLP, duly executed by counsel to the Loan Parties and (y) the legal opinion of Smith, Anderson, Blount, Dorsett, Xxxxxxxx & Xxxxxxxx, L.L.P., North Carolina counsel to the Loan Parties, in each Guarantor existing on case, dated as of the Amendment No. 6 Effective Date;Date and in form and substance reasonably satisfactory to the Administrative Agent. (c) Certified The Administrative Agent shall have received (i) copies of each Organization Document for the Parent Borrower and each Guarantor, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Amendment No. 6 Effective Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of the Parent Borrower and each Guarantor executing this Amendment; (iii) resolutions of the Board of Directors or similar governing body of the Parent Borrower and each Guarantor approving and authorizing the execution, delivery and performance of this Amendment and certified as of all documents evidencing the Amendment No. 6 Effective Date by its secretary, an assistant secretary or other necessary corporate action appropriate Person as being in full force and governmental approvalseffect without modification or amendment and (iv) if available, if anya good standing certificate from the applicable Governmental Authority of the Parent Borrower’s and each Guarantor’s jurisdiction of incorporation, with respect organization or formation, each dated a recent date prior to this the Amendment and the other Loan Documents;No. 6 Effective Date. (d) A certificate The Administrative Agent shall have received, for the account of the Secretary Administrative Agent and the Lead Arrangers, all fees payable to the Administrative Agent and the Lead Arrangers, respectively, on the Amendment No. 6 Effective Date and, to the extent invoiced at least two (2) Business Days prior to the Amendment No. 6 Effective Date (or an Assistant Secretary as otherwise reasonably agreed by the Parent Borrower), out-of-pocket expenses required to be paid by the Parent Borrower in connection with this Amendment, including the Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP, in accordance with Section 10.04 of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder or thereunder; andExisting Credit Agreement. (e) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C The Administrative Agent shall have received an officer’s certificate with respect to the Credit Agreement Parent Borrower and the Guarantors in form and substance reasonably satisfactory to the Administrative Agent as to such satisfaction of the conditions set forth in clauses (i) and (j) of this Section 3. (f) To the extent requested at least three (3) Business Days prior to the Amendment No. 6 Effective Date (or as otherwise reasonably agreed by the Parent Borrower), any requesting Lender shall have received a Note executed by the Parent Borrower in favor of each Term B-1 Dollar Lender and Term B-2 Dollar Lender requesting a Note, if any. (g) [Reserved]. (h) At least three (3) Business Days prior to the Amendment No. 6 Effective Date, the Administrative Agent shall have received all documentation and other matters information required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations (including a certification regarding beneficial ownership as any Lender through required by the Paying Agent may reasonably request.31 C.F.R. § 1010.230), including the USA PATRIOT Act, that has been requested in writing at least ten (10) Business Days prior to the Amendment No. 6

Conditions of Effectiveness. This Fourth Amendment shall become effective as of the date first above written (the “Fourth Amendment Effective Date”) when, and only when, the Paying Agent shall have received counterparts of this Amendment executed by the Borrower and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender: (a) A certificate signed by a duly authorized officer of the Borrower, dated the Amendment Effective Date, stating that: Administrative Agent shall have received: (i) The representations and warranties contained in Section 4.01 counterparts of this Fourth Amendment executed by each of the Credit AgreementBorrowers, as amended herebythe Lenders and, are correct on acknowledged by the Administrative Agent; and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a Defaultthe Fourth Amendment Documents executed by the parties thereto; (b) The Consent attached heretothe Company shall have paid to the Administrative Agent and/or Banc of America Securities LLC (“BAS”) those fees as set forth in that certain Fee letter between the Company, duly executed by the Administrative Agent and BAS dated May 21, 2010 (the “Fee Letter”), including without limitation an upfront fee for the account of each Guarantor existing on (i) New Lender executing this Fourth Amendment in the amount of 0.50% of such New Lender’s Commitment, (ii) Existing Lender executing this Fourth Amendment in the amount of 0.25% of the portion such Existing Lender’s Commitment that it held prior to the Fourth Amendment Effective Date and which it continues to hold after the Fourth Amendment Effective Date;, and (iii) Existing Lender executing this Fourth Amendment in the amount of 0.50% of the incremental portion of such Existing Lender’s Commitment that represents an increase from such Existing Lender’s Commitment prior to the Fourth Amendment Effective Date. (c) Certified the Administrative Agent shall have received a: (i) Secretary’s Certificate for each of the Borrowers: (A) attesting as to the incumbency of authorized officers; (B) certifying that there have been no changes in the certificate of incorporation or bylaws of the Borrowers, since the date of the Secretary’s Certificate delivered in connection with the execution and delivery of the Credit Agreement; and (C) attaching true and correct copies of the resolutions evidence of authorization of the Board Borrowers’ execution and full performance of Directors of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvalsFourth Amendment, if any, with respect to this Amendment and the other Loan DocumentsFourth Amendment Documents and all other documents and actions required hereunder; and (ii) good standing or subsistence certificates from the jurisdiction of incorporation of each Borrower (or in the case of any Dutch Borrower, an extract from the commercial register showing the existence of such Dutch Borrower) certifying to the due organization and good standing of each Borrower; (d) A certificate the Administrative Agent shall have received a favorable opinion of Drinker Xxxxxx & Xxxxx LLP, counsel to the domestic Borrowers and Xxxxx & XxXxxxxx, counsel to the Foreign Obligors in form and substance reasonably acceptable to the Administrative Agent and its counsel and addressed to the Administrative Agent and each Lender; (e) the Company shall have paid all reasonable out-of-pocket costs and expenses of the Secretary or an Assistant Secretary Administrative Agent (including the reasonable fees, charges and disbursements of counsel to the Borrower certifying Administrative Agent invoiced to the names and true signatures of the officers of the Borrower authorized to sign Company in reasonable detail) incurred in connection with this Amendment and the other documents to be delivered hereunder or thereunderFourth Amendment; and (ef) A favorable opinion no Default shall have occurred and be continuing, or would occur as a result of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C to the Credit Agreement and as to such other matters as any Lender through the Paying Agent may reasonably requesttransactions contemplated by this Fourth Amendment.

Conditions of Effectiveness. This Amendment 5.1 The adjustments and amendments set forth in Articles I, II and III and the limited waiver set forth in Article IV shall become effective as of the date first above written (the “Amendment Effective Date”) when, and only when, each of the Paying following conditions precedent shall have been satisfied: (a) The Administrative Agent shall have received: (i) an executed counterpart hereof from each of the Credit Parties and the Lenders party hereto; (ii) to the extent requested by any Lender in accordance with Section 2.4(d) of the Credit Agreement, a Note or Notes for such Lender (which shall amend and restate all previous Notes, if any, issued to such Lender), in each case duly completed in accordance with the provisions of Section 2.4(d) of the Credit Agreement and executed by each Borrower; and (iii) the favorable opinions of (A) Xxxxx Day, special counsel to the Credit Parties, and (B) local foreign counsel to the applicable Credit Parties (or to the Administrative Agent) in the jurisdiction of organization of each Foreign Credit Party, all in form and substance reasonably satisfactory to the Administrative Agent. (b) The Administrative Agent shall have received counterparts all agreements, certificates, documents and other instruments as are reasonably determined by the Administrative Agent to be necessary to ensure the continued effectiveness and perfection of all Liens granted pursuant to the Foreign Pledge Documents and all related filings and registrations shall have been made (or arrangements therefor reasonably satisfactory to the Administrative Agent shall have been made). (c) The Administrative Agent shall have received a certificate, signed by the president, chief executive officer or chief financial officer of Crawford, dated the Effective Date and in form and substance reasonably satisfactory to the Administrative Agent, certifying that, both immediately before and after giving effect to the consummation the transactions contemplated hereby to occur on the Effective Date and the making of any Loans to be made on the Effective Date and the application of the proceeds thereof, (i) all representations and warranties of the Credit Parties contained in this Amendment, the Credit Agreement and the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case as of the Effective Date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date); (ii) no Default or Event of Default has occurred and is continuing; (iii) no Material Adverse Effect has occurred since December 31, 2012, and there exists no event, condition or state of facts that could reasonably be expected to result in a Material Adverse Effect; and (iv) all conditions to the effectiveness of this Amendment executed by the Borrower and all set forth in this Section 5.1 have been satisfied or waived as required hereunder. (d) The Administrative Agent shall have received a certificate of the Lenders or, secretary or an assistant secretary or officer or director with similar responsibilities of each Credit Party executing any Credit Documents as to any of the LendersEffective Date, advice dated the Effective Date and in form and substance reasonably satisfactory to the Paying Administrative Agent, certifying (i) that attached thereto is a true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Credit Party, certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization (if applicable), and that the same has not been amended since the date of such certification, or, in the case of any U.S. Subsidiary Guarantor other than Xxxxxxxx & Company International, Inc., certifying that no changes have been made to the certificate of incorporation, certificate of formation or other organizational document that was delivered to the Administrative Agent on the Closing Date, (ii) that attached thereto is a true and complete copy of the bylaws, operating agreement, constitutional documents or similar governing document of such Lender has executed Credit Party, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, or, in the case of any U.S. Subsidiary Guarantor other than Xxxxxxxx & Company International, Inc., certifying that no changes have been made to the bylaws, operating agreement, constitutional documents or similar governing document that was delivered to the Administrative Agent on the Closing Date, (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of such Credit Party, authorizing the execution, delivery and performance of this Amendment and the Paying other Credit Documents to which it is a party, and (iv) as to the incumbency and genuineness of the signature of each officer or director of such Credit Party executing this Amendment or any of such other Credit Documents, and, as applicable, attaching all such copies of the documents described above. (e) The Administrative Agent shall have additionally received all a certificate as of a recent date of the following documentsgood standing of each Credit Party (other than any Credit Party organized in the United Kingdom or Australia) executing any Credit Documents as of the Effective Date, under the laws of its jurisdiction of organization, from the Secretary of State (or comparable Governmental Authority) of such jurisdiction. (f) All approvals, permits and consents of any Governmental Authorities or other Persons required in connection with the execution and delivery of this Amendment and the other Credit Documents executed in connection with this Amendment shall have been obtained, without the imposition of conditions that are not acceptable to the Administrative Agent in its reasonable discretion, and all related filings, if any, shall have been made, and all such approvals, permits, consents and filings shall be in full force and effect and the Administrative Agent shall have received such copies thereof as it shall have reasonably requested; all applicable waiting periods shall have expired without any adverse action being taken or threatened by any Governmental Authority having jurisdiction; and no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before, and no order, injunction or decree shall have been entered by, any court or other Governmental Authority, in each such document case to enjoin, restrain or prohibit, to obtain substantial damages in respect of, or to impose materially adverse conditions upon, this Amendment or any of the other Credit Documents or that could reasonably be expected to have a Material Adverse Effect. (unless otherwise specifiedg) dated The Administrative Agent shall have received certified reports from an independent search service satisfactory to it listing any judgment or tax lien filing or UCC financing statement that names any Borrower or any of their respective U.S. Subsidiaries as debtor in any of the date jurisdictions listed beneath its name on Annex B to the Security Agreement, as well as lien search results with respect to the Foreign Credit Parties in their jurisdiction of receipt organization, and the results thereof shall demonstrate that there are no Liens on the property of any Borrower or Subsidiary other than Permitted Liens. (h) The Administrative Agent shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions necessary to perfect and ensure the priority of the Liens created under the Credit Agreement, the Credit Agreement or the Security Documents shall have been completed, or arrangements satisfactory to the Administrative Agent for the completion thereof shall have been made. (i) Crawford shall have paid (i) to the Arrangers and Xxxxx Fargo, the fees required under the Fee Letters to be paid to them on the Closing Date, in the amounts due and payable on the Closing Date as required by the Paying terms thereof; and (ii) subject to any limitations set forth in the letter agreements from the Administrative Agent or any Arranger to Crawford executed in connection with this Amendment, all other fees and reasonable expenses of the Arrangers and the Administrative Agent required hereunder or under any other Credit Document required to be paid on or prior to the Closing Date (unless otherwise specifiedincluding reasonable fees and expenses of counsel) in connection with this Amendment, the other Credit Documents and in sufficient the transactions contemplated hereby. (j) The Administrative Agent shall have received an executed Financial Condition Certificate, attaching copies for each Lenderof the Projections, which shall be in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender:Administrative Agent. (ak) A certificate signed by The Administrative Agent shall have received a duly authorized officer solvency certificate, in form and substance reasonably satisfactory to the Administrative Agent, from a Financial Officer of the Borrower, dated the Amendment Effective Date, stating that:each Foreign Credit Party. (il) The representations Administrative Agent shall have received from each Borrower all documentation and warranties contained in Section 4.01 of other information requested by the Credit AgreementAdministrative Agent that is required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, as amended hereby, are correct on and as of including the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a Default; (b) The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective Date; (c) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the other Loan Documents; (d) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder or thereunder; and (e) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C to the Credit Agreement and as to such other matters as any Lender through the Paying Agent may reasonably requestPATRIOT Act.

Conditions of Effectiveness. This Amendment shall become effective as of the date first set forth above written (the “Amendment Effective Date”) when, and only when, the Paying Agent shall have received counterparts (in sufficient copies for each Bank) the following: (a) Counterparts of this Amendment executed by the Borrower Borrower, the Guarantor and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender: (a) A certificate signed by a duly authorized officer of the Borrower, dated the Amendment Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a Default;Banks. (b) The Consent attached heretoCertified copies of the resolutions of the Board of Directors of the Borrower authorizing this Amendment and of all documents evidencing other necessary corporate action and governmental and regulatory approvals required to be obtained by it in connection therewith, duly executed certified by each Guarantor existing on the Amendment Effective Date;Secretary or Assistant Secretary of the Borrower. (c) Certified copies of the resolutions of the Board of Directors of the Borrower approving Guarantor authorizing this Amendment and of all documents evidencing other necessary corporate action and governmental approvalsand regulatory approvals required to be obtained by it in connection therewith, if any, with respect to this Amendment and certified by the other Loan Documents;Secretary or Assistant Secretary of the Guarantor. (d) A certificate favorable opinion of counsel to the Secretary or an Assistant Secretary of Borrower, to the Borrower certifying the names and true signatures of the officers of the Borrower authorized effect set forth in Annex I to sign this Amendment and as to such other matters relating to the other documents to be delivered hereunder or thereunder; andtransactions contemplated hereby as any Bank through the Agent may reasonably request. (e) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and the General Counsel for of the BorrowerGuarantor, substantially in the form of Exhibit C to the Credit Agreement effect set forth in Annex II to this Amendment and as to such other matters relating to the transactions contemplated hereby as any Lender Bank through the Paying Agent may reasonably request. (f) Evidence satisfactory to the Agent and its counsel that the Guarantor has extended, through the Termination Date as extended hereby, the Guarantee set forth in Section 6.02 of the Existing Agreement. (g) Evidence that the "Expiration Date" of the Heat Purchase Contract has been extended to August 27, 1998 and that the "Outside Expiration Date" of the Heat Purchase Contract has been extended to September 1, 2001. (h) Such other instruments, opinions or documents as any Bank through the Agent may reasonably request.

Conditions of Effectiveness. This Fifth Amendment shall become be effective as of February 3, 2000, subject to the date first above written following: (the “Amendment Effective Date”1) when, and only when, the Paying Agent Administrative Lender shall have received counterparts of this Fifth Amendment executed by the Determining Lenders; (2) Administrative Lender shall have received counterparts of this Fifth Amendment executed by Borrower and all acknowledged by each Guarantor; (3) each Lender shall have received its Replacement Revolving Credit Note, duly executed by Borrower; (4) Administrative Lender shall have received the Pledge Agreement, duly executed by Borrower, stock certificates evidencing the CBS Stock, executed, blank stock powers and related UCC-1 financing statements; (5) Administrative Lender shall have received certified resolutions of the Lenders orBoard of Directors of Borrower approving the execution, delivery and performance of this Fifth Amendment, the Replacement Revolving Credit Notes and the Pledge Agreement and all other documents related thereto; (6) Administrative Lender shall have received from Borrower, for the account of each Lender that consented to this Fifth Amendment by 5:00 p.m., Dallas time, January 27, 2000, an amendment fee equal to the product of 0.05% and each Lender's Commitment (after giving effect to the reduction of each Lender's Commitment as contemplated by this Fifth Amendment); (7) Administrative Lender shall have received an opinion of counsel to any of the Lenders, advice Borrower in form and substance satisfactory to the Paying Agent that such Administrative Lender has executed this Amendment and the Paying Agent its Special Counsel; and (8) Administrative Lender shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lenderreceived, in form and substance satisfactory to the Paying Agent (unless otherwise specified) Administrative Lender and in sufficient copies for each Lender: (a) A certificate signed by a duly authorized officer of the Borrowerits counsel, dated the Amendment Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a Default; (b) The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective Date; (c) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the other Loan Documents; (d) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder or thereunder; and (e) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C to the Credit Agreement and as to such other matters documents, certificates and instruments as any Administrative Lender through the Paying Agent may reasonably requestshall require.

Conditions of Effectiveness. This Amendment 3.1 The amendments set forth in Sections 1.1 and 1.2 and the limited consent set forth in Article VI shall become effective as of the date first above written (the “Amendment Effective Date”) when, and only when, the Paying Agent shall have received counterparts of this Amendment executed by the Borrower and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all each of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lenderconditions precedent shall have been satisfied: (a) A certificate The Administrative Agent (or its counsel) shall have received from the Borrower, the Guarantor and the Lenders holding more than fifty percent (50%) of the Total Revolving Commitments outstanding on the Effective Date either (i) a counterpart of this First Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic image scan transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this First Amendment. (b) The Borrower shall have paid: (i) to the Administrative Agent, for the account of each Lender party hereto, a fee in the amount of 0.04% of such Lender’s Revolving Commitment as of the Effective Date (after giving effect to this First Amendment), which fee once paid will be fully earned and nonrefundable; and (ii) all other fees and reasonable expenses of the Administrative Agent and the Lenders required under the Credit Agreement and any other Loan Document to be paid on or prior to the Effective Date (including reasonable fees and expenses of counsel) in connection with this First Amendment. (c) The Administrative Agent shall have received a certificate, dated as of the Effective Date and signed by a duly an authorized officer of the Borrower, dated the Amendment Effective Date, stating that: confirming (i) The no Default or Event of Default shall have occurred and be continuing on the Effective Date and after giving effect thereto and (ii) the representations and warranties contained set forth in Section 4.01 of the Credit AgreementArticle IV hereof, if not qualified as amended herebyto materiality, are shall be true and correct in all material respects and all other representations and warranties set forth in Article IV hereof shall be true and correct, in each case on and as of the Amendment Effective Date; and Date (iior other such date expressly provided in Article IV hereof) No event has occurred with the same force and is continuing that constitutes a Default; (b) The Consent attached hereto, duly executed by each Guarantor existing effect as if made on the Amendment Effective Date; (c) Certified copies or as of the resolutions of the Board of Directors of the Borrower approving this Amendment and of all documents evidencing Effective Date (or other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the other Loan Documents;such date expressly provided in Article IV hereof). (d) A certificate Subject to Borrower’s and KGE’s rights under Section 22 of the Secretary KGE Collateral Agreement, (x) the Collateral Agent (or an Assistant Secretary its counsel) shall have received the physical delivery of a new mortgage bond in certificated form, registered in the name of the Borrower certifying Collateral Agent and issued under the names KGE Indenture in a principal amount equal to the Total Revolving Commitments and true signatures a term equivalent to or beyond the Revolving Termination Date, as extended hereby and (y) the Security Documents shall have been amended as necessary in accordance with Section 3(e) of the officers KGE Collateral Agreement to treat such new mortgage bond as a Pledged Bond subject to the first priority lien of the Borrower authorized to sign this Amendment Collateral Agent, for the ratable benefit of the Secured Parties (as defined in the KGE Collateral Agreement). 3.2 The joinder set forth in Section 2.1 shall become effective as of the Effective Date if, and only if, the conditions set forth in Section 3.1 have been satisfied and the other documents to be delivered hereunder Administrative Agent (or thereunder; and its counsel) shall have received from each Existing Lender and the New Lender either (ea) A favorable opinion a counterpart of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form this First Amendment signed on behalf of Exhibit C such party or (b) written evidence satisfactory to the Credit Agreement and as to Administrative Agent (which may include facsimile or other electronic image scan transmission of a signed signature page of this Agreement) that such other matters as any Lender through the Paying Agent may reasonably requestparty has signed a counterpart of this First Amendment.

Conditions of Effectiveness. This Amendment shall become effective as of The following constitute conditions precedent to the date first above written (the “Amendment Effective Date”) when, and only when, the Paying Agent shall have received counterparts effectiveness of this Amendment executed by the Borrower and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each LenderAmendment: (a) A certificate signed by a duly authorized officer The Lender shall have received written confirmation from the Rating Agencies that this Amendment will not result in the downgrading or withdrawal of the Borrower, dated the Amendment Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 then current ratings of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a DefaultCommercial Paper Notes by any Rating Agency; (b) The Consent attached heretoEach Liquidity Lender and the Credit Enhancer shall have delivered written consent to this Amendment evidenced by their execution of Annex A to the Second Amendment to the Liquidity Loan Agreement, duly executed by each Guarantor existing on dated as of November 25, 1996 (the Amendment Effective Date"Consent"); (c) Certified copies Execution and delivery of the resolutions of the Board of Directors of the Borrower approving this Amendment by the Lender and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the other Loan DocumentsAlamo; (d) A certificate The Lender and Alamo shall have delivered prior written notice of this Amendment to the Rating Agencies, the Depositary, the Agent, the Liquidity Agent and each Dealer; (e) The Lender and Alamo shall have delivered fully executed copies of this Amendment to the Rating Agencies, the Depositary, the Agent, the Liquidity Agent and each Dealer; (f) The Lender shall have received from Alamo (i) a copy of the Secretary or an Assistant Secretary resolutions of its Board of Directors, certified as of the Borrower certifying date hereof by the names Secretary thereof, authorizing the execution, delivery and true signatures performance of the officers of the Borrower authorized to sign this Amendment and (ii) an incumbency certificate from the Secretary thereof with respect to its officers, agents or other documents representatives authorized to be delivered hereunder or thereunderexecute this Amendment; and (eg) A favorable opinion The Lender shall have received an Opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C to Alamo to the Credit Agreement effect that this Amendment has been duly authorized, executed and as delivered and is the legal, valid and binding obligation of Alamo, enforceable against it in accordance with its terms, subject to such other matters as any Lender through the Paying Agent may reasonably requestexceptions set forth therein.

Conditions of Effectiveness. This Amendment shall become effective as of the date first above written (the “Amendment Effective Date”) when, and only when, the Paying Agent shall have received counterparts of this Amendment executed by the Borrower and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lenderhave occurred: (a) A the Company, the Subsidiary Borrower and the Required Lenders shall have executed a counterpart hereof and delivered the same to the Administrative Agent or, in the case of any Lender as to which an executed counterpart hereof shall not have been so delivered, the Administrative Agent shall have received written confirmation by telecopy or other similar writing from such Lender of execution of a counterpart hereof by such Lender; (b) the Company has terminated all commitments and paid in full all amounts outstanding under that certain $250,000,000 Credit Agreement dated as of February 22, 2006 among the Company, the lenders party thereto and Wachovia Bank, National Association, as administrative agent; (c) if requested by any Lender, a new Committed Note and a Competitive Note executed by the Company and payable to the order of such Lender; (d) a certificate signed by a duly authorized of an officer and of the Borrowersecretary or an assistant secretary of the Delegate, dated certifying, inter alia (A) true and complete copies of each of the limited liability company agreement of the Delegate, the certificate of incorporation, as amended and in effect, of the General Partner, the partnership agreements, each as amended and in effect, of the Borrowers, the bylaws, as amended and in effect, of the General Partner and the resolutions adopted by the Board of Directors of the Delegate (1) authorizing the execution, delivery and performance by each Borrower of this Amendment Effective Dateand, stating that: (i) The representations in the case of the Company, the Borrowings to be made and warranties contained in Section 4.01 the Letters of Credit to be issued under the Credit Agreement, as amended hereby, are correct on and as (2) approving the forms of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a Default; (b) The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective Date; (c) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the other Loan Documents; (d3) A certificate authorizing officers of the Secretary or an Assistant Secretary of Delegate to execute and deliver this Amendment, (B) the Borrower certifying the names incumbency and true specimen signatures of the officers of the Borrower authorized to sign Delegate executing this Amendment and (C) (1) that the other documents representations and warranties made by such Borrower in each Loan Document to which such Borrower is a party and which will be delivered hereunder at or thereunderprior to the initial Borrowing Date are true and correct in all material respects, (2) the absence of any proceedings for the dissolution or liquidation of such Borrower and (3) the absence of the occurrence and continuance of any Default or Event of Default; (e) a favorable, signed opinion addressed to the Administrative Agent and the Lenders from Bracewell & Giuliani LLP, counsel to the Borrowers, given upon the xxxxxxx xnstxxxxxxx of the Borrowers; and (ef) A favorable opinion certificates of Xxxx X. Xxxxxxxappropriate public officials as to the existence, Senior Vice President, Secretary good standing and General Counsel for the qualification to do business as a foreign entity of each Borrower, substantially the General Partner and the Delegate in the form States of Exhibit C to the Credit Agreement Texas and as to such other matters as any Lender through the Paying Agent may reasonably requestDelaware.

Conditions of Effectiveness. This Amendment shall become effective as of the date first above written hereof upon satisfaction of the following conditions: (a) Agent's receipt of five (5) copies of this Amendment No. 2 duly executed by the “Amendment Effective Date”Company and Agent; (b) when, and only when, the Paying Agent shall have received counterparts payment of an amendment fee in the amount of $30,000, which fee shall be due and payable and earned in full on the effective date of this Amendment No. 2 and shall not be subject to rebate or proration for any reason; (c) Agent shall have received an amendment to the Factoring Termination Agreement duly executed by Company and in form and substance satisfactory to Agent; (d) Agent's receipt of the Second Amended and Restated Term Loan Promissory Note and Second Amended and Restated Revolving Credit Note, which have been executed by the Borrower Company in the form of Exhibit A and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Exhibit B attached hereto; (e) Agent shall have additionally received all a copy of the following documentsresolutions in form and substance reasonably satisfactory to Agent, each such document of the Sole Member of CS Acquisition authorizing (unless otherwise specified1) the execution, delivery and performance of this Amendment No. 2, (2) the execution, delivery and performance of the Factoring Agreement dated as of January 15, 2004 between CS Acquisition and CIT and (3) the granting by CS Acquisition of the Liens upon the CS Acquisition Collateral, certified by the Secretary or an Assistant Secretary of CS Acquisition, as of the date of receipt thereof this Amendment No. 2; and, such certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate; (f) Agent shall have received a copy of the Articles of Organization and Operating Agreement of CS Acquisition, and all amendments thereto, such Articles of Organization shall have been certified by the Paying Secretary of State or other appropriate official of its jurisdiction of formation; (g) Agent shall have received good standing certificates for CS Acquisition dated not more than thirty (unless otherwise specified30) days prior to the date of this Amendment No. 2, issued by the Secretary of State or other appropriate official of CS Acquisition's jurisdiction of formation; (h) Agent shall have received in form and substance satisfactory to Agent, updated Certificates of Insurance which add CS Acquisition as an insured party and cover the CS Acquisition's assets, wheresoever located and in sufficient copies for each Lenderamounts and on terms acceptable to Agent and updated Loss Payee Policy Endorsements naming Agent as an additional insured; (i) Agent shall have received the executed opinion of counsel from Xxxxxxx Berlin Shereff Xxxxxxxx LLP in form and substance satisfactory to Agent, which shall cover such matters incident to the transactions contemplated by this Amendment No. 2 and the Financing Agreement, as amended; (j) Agent shall have received, in form and substance satisfactory to Agent, executed copies of the Paying Agent (unless otherwise specified) Asset Purchase Agreement and all agreements, instruments and documents executed in sufficient copies for connection with each Lender:of the foregoing; (ak) A certificate signed Each document (including, without limitation, any Uniform Commercial Code financing statement) required by this Amendment No. 2 or under law or reasonably requested by Agent to be filed, registered or recorded in order to create, in favor of Agent, a duly authorized officer perfected security interest in or lien upon the CS Acquisition Collateral shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested, and Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation and satisfactory evidence of the Borrowerpayment of any necessary fee, dated the Amendment Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Datetax or expense relating thereto; and (iil) No event has occurred and is continuing that constitutes a Default; (b) The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective Date; (c) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the other Loan Documents; (d) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder or thereunder; and (e) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C to the Credit Agreement and as to Agent shall have received such other matters certificates, instruments, documents and agreements as any Lender through the Paying Agent may reasonably requestbe required by Agent or its counsel, each of which shall be in form and substance satisfactory to Agent and its counsel.

Conditions of Effectiveness. This Amendment The obligations of the 2020 Incremental Term Lenders to make 2020 Incremental Term Loans under the Amended Credit Agreement, and the amendments to the Credit Agreement contained in Section 1 hereof, shall become effective as of the first date first above written (the “Second Amendment Effective Date”) when, on which the following conditions shall have been satisfied (or waived by the 2020 Incremental Term Lenders): (a) The Administrative Agent and only when, the Paying Agent 2020 Incremental Term Lenders shall have received counterparts of (i) this Amendment executed by the Borrower and all of Borrower, the Lenders or, as to any of the Lenders, advice satisfactory to the Paying Administrative Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) 2020 Incremental Term Lenders and in sufficient copies for each Lender, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender: (a) A certificate signed by a duly authorized officer of the Borrower, dated the Amendment Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; and (ii) No event has occurred the Guarantor Consent and is continuing that constitutes Reaffirmation attached hereto as Exhibit A (the “Guarantor Consent”) executed by Holdings and each Subsidiary Guarantor (collectively, the “Guarantors” and each, a Default“Guarantor”); (b) The Consent Administrative Agent on behalf of itself and the 2020 Incremental Term Lenders shall have received a customary legal opinion from (i) Ropes & Gxxx LLP, counsel to the Loan Parties and (ii) each local counsel to the Loan Parties listed on Schedule 4(b) to this Amendment; (c) The Administrative Agent on behalf of itself and the 2020 Incremental Term Lenders shall have received, with respect to each Loan Party, certificates of good standing from the secretary of state of the state of organization of each Loan Party (to the extent such concept exists in such jurisdiction), customary certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the Organizational Documents attached heretothereto and evidencing the identity, duly executed authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the Guarantor Consent; (d) The Administrative Agent and the 2020 Incremental Term Lenders shall have received a certificate of a Responsible Officer of the Borrower certifying that the conditions in clauses (f) and (g) of this Section 4 have been satisfied; (e) The Administrative Agent and the 2020 Incremental Term Lenders shall have received a solvency certificate from a Responsible Officer of the Borrower (after giving effect to the transactions contemplated by each Guarantor existing this Amendment) based on and consistent with the form attached to the Credit Agreement as Exhibit K; (f) The representations and warranties of the Borrower contained in Article III of the Credit Agreement and Section 5 of this Amendment shall be true and correct in all material respects on and as of the Second Amendment Effective Date; provided that, in the case of any representation and warranty which expressly relates to a specific date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be; provided, further, that, if any representation and warranty is qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, such representation and warranty shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (g) No Event of Default shall exist immediately prior to or after giving effect to this Amendment and the making of the 2020 Incremental Term Loans; (h) The Administrative Agent on behalf of itself and the 2020 Incremental Term Lenders shall have received a Borrowing Request no later than 2:00 p.m. (New York time) at least three Business Days prior to the requested date of the Borrowing (or any such later date the Administrative Agent may agree) in respect of the 2020 Incremental Term Loans; (i) The Borrower shall have paid all reasonable and documented out-of-pocket expenses of the Administrative Agent and the Arrangers (as defined in the engagement letter, dated as October 26, 2020 (the “Engagement Letter”), by and among the Borrower, BofA Securities, Inc. (“BofA Securities”), Nomura Securities International, Inc. (“Nomura”), Jefferies Finance LLC and Mxxxxx Sxxxxxx Senior Funding, Inc. (including, without limitation, the actual reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of outside counsel to all such Persons taken as a whole and, if reasonably necessary, of one local counsel in any relevant jurisdiction to all such Persons, taken as a whole, to the extent provided for in Section 9.03 of the Credit Agreement or Section 5 of the Engagement Letter) and the 2020 Incremental Term Lenders in connection with this Amendment invoiced at least three (3) Business Days (unless otherwise agreed by the Borrower) prior to the Second Amendment Effective Date; (cj) Certified copies of the resolutions of the Board of Directors of the The Borrower approving this Amendment and of shall have paid all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the other Loan Documents; (d) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents fees required to be delivered hereunder or thereunderpaid pursuant to the fee letter, dated as of October 20, 2020, by and between the Borrower, BofA Securities and Nomura (the “Fee Letter”); and (ek) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C The Administrative Agent shall have received (i) at least two (2) Business Days prior to the Second Amendment Effective Date all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations (including the USA PATRIOT Act) that has been reasonably requested in writing at least ten (10) Business Days prior to the Second Amendment Effective Date and (ii) one (1) Business Day prior to the Second Amendment Effective Date all documentation and other information about the Borrower required by regulatory authorities under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”) that has been reasonably requested in writing at least ten (10) Business Days prior to the Second Amendment Effective Date. For purposes of determining compliance with the conditions specified in this Section 4, the 2020 Incremental Term Lenders shall be deemed to 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 or acceptable or satisfactory to the 2020 Incremental Term Lenders from and after the making by the 2020 Incremental Term Lenders of the 2020 Incremental Term Loans pursuant to Section 2.01(b) of the Amended Credit Agreement Agreement. The 2020 Incremental Term Lenders and as to such other matters as any Lender through the Paying Borrower shall promptly notify the Administrative Agent may reasonably requestof the occurrence of the Second Amendment Effective Date.

Conditions of Effectiveness. This Amendment shall become effective as The effectiveness of the date first above written (the “Amendment Effective Date”) when, and only when, the Paying Agent shall have received counterparts Section 2 of this Amendment executed by the Borrower and all of the Lenders or, as shall be subject to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all Agent’s receipt of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to Agent, or, as applicable, the Paying Agent (unless otherwise specified) and in sufficient copies for each Lenderfollowing conditions being met: (a) A certificate signed this Amendment, executed by Agent, each Xxxxxx and Xxxxxxxx; (b) a duly authorized executed certificate of an officer of Borrower certifying and attaching copies of (A) the certificate of formation, certified as of a recent date by the jurisdiction of organization of Borrower and as in effect as of the Amendment Effective Date or certifying that there has been no change since the certificate of formation previously delivered to Agent; (B) the bylaws, operating agreement or similar governing document of Borrower, dated as in effect as of the Amendment Effective Date or certifying that there has been no change since the bylaws previously delivered to Agent; (C) resolutions of Borrower’s Board evidencing approval of this Amendment, as such resolutions remain in full force and effect as of the Amendment Effective Date; and (D) a schedule setting forth the name, title and specimen signature of officers or other authorized signers on behalf of Borrower or certifying that there has been no change since such schedule previously delivered to Agent; (c) [reserved]; (d) a certificate of good standing for Borrower from its jurisdiction of organization; (e) such other documents as Agent may reasonably request; (f) a facility charge of Three Hundred Fifty Thousand Dollars ($350,000) with respect to 0.50% of the Tranche 1 Commitment Amount, 0.25% of the Tranche 2 Commitment Amount and 0.25% of the Tranche 3 Commitment Amount payable to Agent on behalf of the Lenders on the date hereof; (g) an amendment fee equal to $75,000 payable to the Agent on behalf of the Lenders on the date hereof. If the due date of such fee would otherwise fall on a day that is not a Business Day (the “Amendment Fee Due Date”), such fee shall be considered paid on the Amendment Fee Due Date, if received on the next succeeding Business Day; (h) Borrower shall have paid (i) all invoiced costs and expenses then due in accordance with Section 8(e), and (ii) all other fees, costs and expenses, if any, due and payable as of the Amendment Effective Date under the Loan Agreement; and (i) Borrower shall have delivered a duly executed certificate of Borrower certifying that, on the Amendment Effective Date, stating thatafter giving effect to the amendment of the Existing Loan Agreement contemplated hereby: (i) The representations and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are 4 shall be true and correct in all material respects on and as of the Amendment Effective DateDate as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, without duplication of any materiality standard set forth therein; and (ii) No event has occurred and is continuing There exist no Events of Default or events that constitutes a with the passage of time would result in an Event of Default; (b) The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective Date; (c) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the other Loan Documents; (d) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder or thereunder; and (e) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C to the Credit Agreement and as to such other matters as any Lender through the Paying Agent may reasonably request.

Conditions of Effectiveness. This Amendment shall become effective as of the date first above written (the “Amendment Effective Date”) when, and only when, each of the Paying following conditions shall have been satisfied: (a) The Agent shall have received counterparts of this Amendment executed by the Borrower and all of the Required Lenders or, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all of consent attached hereto (the following documents, “Consent”) executed by each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) Guarantor and in sufficient copies for each Lender, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender:Grantor. (ab) A certificate signed by a duly authorized officer of the Borrower, dated the Amendment Effective Date, Borrower stating that: (i) The each of the representations and warranties contained in Section 4.01 Article V of the Credit Agreement, as amended hereby, are Agreement and each other Loan Document is true and correct in all material respects on and as of the Amendment Effective Datedate hereof, as if made on and as of such date, except to the extent that such representations and warranties relate to a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such specific date; provided, however, that references in the Credit Agreement to “this Agreement” and references in each other Loan Document to the “Credit Agreement” shall be deemed to refer to the Credit Agreement as amended hereby; and (ii) No no event has occurred and is continuing that constitutes a Default; Default (b) The Consent attached hereto, duly executed by each Guarantor existing on other than the Amendment Effective Date;Specified Defaults). (c) Certified copies The Borrower shall have paid to the Agent, for the account of each Lender executing this Amendment within the time period required by the Agent, in accordance with its Pro Rata Share, a nonrefundable fee equal to 1.00% in respect of such Lender’s Pro Rata Share of the resolutions of Maximum Availability as in effect on the Board of Directors of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the other Loan Documents;date hereof. (d) A certificate The Borrower shall have paid all accrued fees and expenses of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment Agent and the other documents to be delivered hereunder or thereunder; and Lenders (e) A favorable opinion including all reasonable fees and out-of-pocket costs and expenses of Xxxx X. Xxxxxxx, Senior Vice President, Secretary legal counsel and General Counsel for the Borrower, substantially in the form of Exhibit C advisors to the Credit Agreement and as Agent) for which invoices in reasonable detail have been provided to such other matters as any Lender through the Paying Agent may reasonably request.Borrower

Conditions of Effectiveness. This The amendments to the Credit Agreement set forth in Section 2 of this Amendment shall become be effective as of on the date first above written (the “Amendment Effective Date”) when, and only when, provided that the Paying Administrative Agent shall have received counterparts the following: (a) a counterpart of this Amendment executed by each of the parties hereto (which may be by telecopy transmission); (b) to the extent requested by any Lender, a Note in a maximum principal amount equal to such Lender’s Commitment, which Note, to the extent delivered in favor of an Existing Lender, shall be a renewal and replacement of, and shall be given in substitution and exchange for, but not in payment of, those Notes held by such Existing Lender prior to the date hereof; (c) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer as the Administrative Agent may reasonably require to establish the identities of and verify the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment; (d) a certificate from the appropriate governmental authority in the Borrower’s state of organization evidencing that the Borrower is in good standing, and all a certificate of the Lenders or, as to any of the Lenders, advice satisfactory a Responsible Officer certifying that no amendments have been made to the Paying Agent Borrower’s Organization Documents since January 24, 2003, or if such amendments have been made, certifying a copy of such amendments; (e) a certificate of a Responsible Officer certifying that such Lender there has executed this Amendment and the Paying Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated been no event or circumstance since the date of receipt thereof by the Paying Agent (unless otherwise specifiedfinancial statements dated as of December 31, 2004 delivered pursuant to Section 6.01(a) and in sufficient copies for each Lender, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender: (a) A certificate signed by a duly authorized officer of the Borrower, dated the Amendment Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 of the Credit Agreement which has or could reasonably be expected to have a Material Adverse Effect; (f) an opinion of counsel to the Borrower with respect to the Credit Agreement as amended, substantially in the form attached as Exhibit E to the Credit Agreement; (g) all upfront fees, as amended herebyother fees, and expenses that are correct on and as of required to be paid by the Borrower concurrently with the Amendment Effective Date; and (iih) No event has occurred and is continuing that constitutes a Default; (b) The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective Date; (c) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the other Loan Documents; (d) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder or thereunder; and (e) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C to the Credit Agreement and as to such other matters assurances, certificates, documents, consents or opinions as any Lender through the Paying Agent Administrative Agent, the L/C Issuer, or the Required Lenders reasonably may reasonably require and timely request.

Conditions of Effectiveness. This Amendment Agreement and the commitment of each Consenting Lender and New Lender, as applicable, to replace each Non-Consenting Lender pursuant to Sections 3.06(b) and 10.13 of the Existing Revolving Credit Agreement and Section 2 of this Amendment Agreement shall become effective as of upon receipt by the date first above written Administrative Agent of: (the “Amendment Effective Date”i) when, and only when, the Paying Agent shall have received executed counterparts of this Amendment executed Agreement by the Borrower and all a Responsible Officer of each of the Lenders orBorrower, as to any of the LendersActavis, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) Ultimate Parent and in sufficient copies for each Lender, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender: (a) A certificate signed by a duly authorized officer of (w) the BorrowerAdministrative Agent, dated (x) each Consenting Lender, (y) each of the Amendment Effective Date, stating that:New Lenders and (z) the L/C Issuer; (iii) The a certificate signed by a Responsible Officer of Ultimate Parent certifying that, on and as of the date hereof, (A) the representations and warranties contained in Section 4.01 Article V of the Second Amended ACT Revolving Credit Agreement, as amended hereby, are Agreement shall be true and correct on and as of the Amendment Effective Date; and (iiB) No event no Default has occurred and is continuing that constitutes a Defaultcontinuing; (biii) The Consent attached heretoa certificate signed by a Responsible Officer of the Borrower (A) certifying and attaching the resolutions adopted by the Borrower authorizing the execution and delivery of this Amendment Agreement and the performance of the Second Amended ACT Revolving Credit Agreement, duly executed by (B) certifying as to the incumbency and specimen signature of each Guarantor Responsible Officer executing this Amendment Agreement, (C) attaching a good standing certificate (or the local equivalent) and a certificate of incorporation evidencing that the Borrower is validly existing on and in good standing (or the Amendment Effective Datelocal equivalent) in its jurisdiction of organization and (D) certifying and attaching a true and complete copy of the Organization Documents of the Borrower; (civ) Certified copies a Subsidiary Guarantor Counterpart (as defined in the Second Amended ACT Revolving Credit Agreement), executed by a Responsible Officer of Actavis Funding SCS, a limited partnership (société en commandite simple) organized under the laws of the resolutions Grand Duchy of Luxembourg having its registered office at 00X, xxxxxx X.X. Xxxxxxx, L-1855 Luxembourg, registered with the Board Luxembourg Registrar of Directors Commerce and Companies under number B 187.310 with a share capital of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the other Loan Documents$20,000 (“Actavis SCS”); (dv) A a certificate signed by a Responsible Officer of Actavis SCS (A) certifying and attaching the resolutions adopted by Actavis SCS authorizing the execution, delivery and performance of the Loan Documents to which it is or is to be a party pursuant to the Second Amended ACT Revolving Credit Agreement, (B) certifying as to the incumbency and specimen signature of each Responsible Officer executing the Loan Documents to which it is or is to be a party, (C) attaching a good standing certificate (or the local equivalent) and a certificate of incorporation (or the Secretary local equivalent) evidencing that Actavis SCS is validly existing and in good standing (or an Assistant Secretary the local equivalent) in its jurisdiction of organization and (D) certifying and attaching a true and complete copy of the Borrower certifying the names and true signatures Organization Documents of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder or thereunder; andActavis SCS; (evi) A favorable an executed legal opinion of Xxxx X. (A) Xxxxxx & Xxxxxxx, Senior Vice PresidentLLP, Secretary and General Counsel special New York counsel for the Borrower, addressed to the Administrative Agent and each Lender under the Second Amended ACT Revolving Credit Agreement and dated the date hereof, substantially in the form of attached as Exhibit C J-1 to the Second Amended ACT Revolving Credit Agreement and (B) Loyens & Loeff Luxembourg S.à x.x., special Luxembourg counsel for the Borrower and Actavis SCS, addressed to the Administrative Agent and each Lender under the Second Amended ACT Revolving Credit Agreement and dated the date hereof, substantially in the form attached as Exhibit J-3 to the Second Amended ACT Revolving Credit Agreement; and (vii) confirmation that all fees due and payable pursuant to the Second Amended ACT Revolving Credit Agreement have been paid. Upon such other matters as any Lender through effectiveness, (i) this Amendment Agreement shall be a binding agreement between the Paying parties hereto and their permitted assigns under the Existing Revolving Credit Agreement, and (ii) each party hereto agrees that their commitments and consents to this Amendment Agreement, once delivered, are irrevocable and may not be withdrawn. The Administrative Agent may reasonably requestshall promptly notify Ultimate Parent, the Lenders and the L/C Issuer of the Amendment Effective Date in writing, and such notice shall be conclusive and binding.

Conditions of Effectiveness. This Amendment shall become effective and be deemed effective as of the date first above written (the “Amendment Effective Date”) whenhereof, if, and only whenif, the Paying Agent shall have received counterparts of this Amendment executed by the Borrower and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all each of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lenderconditions is satisfied: (a) A certificate signed by a duly authorized officer The warranties and representations of the Borrower, dated Company and the Amendment Effective Date, stating that: (i) The representations and warranties Parent contained in Section 4.01 of the Credit Agreement, as amended hereby, are 4 hereof shall be true and correct on and as of the Amendment Effective Date; and (ii) No event has occurred and is continuing that constitutes a Default;date of this Amendment. (b) The Consent attached heretoExecuted counterparts of this Amendment, duly executed by each Guarantor existing on the Amendment Effective Date;Company, Parent, and the holders of 100% of the Notes and acknowledged and agreed to by the Subsidiary Guarantors, shall have been delivered to Xxxxxxx and Xxxxxx LLP, as special counsel to the holders of the Notes. (c) Certified copies Executed counterparts of the resolutions Collateral Trust Agreement, duly executed by the Company, Parent, the holders of 100% of the Board of Directors Notes, and the Collateral Trustee, as collateral trustee, shall have been delivered to Xxxxxxx and Xxxxxx LLP, as special counsel to the holders of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the other Loan Documents;Notes. (d) A certificate The executed original irrevocable, direct-pay letter of the Secretary or an Assistant Secretary credit issued by JPMorgan Chase Bank, N.A., dated as of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder or thereunder; and (e) A favorable opinion of Xxxx X. XxxxxxxFebruary 21, Senior Vice President, Secretary and General Counsel for the Borrower2017, substantially in the form of Exhibit C A hereto from the Company shall have been delivered to Xxxxxxx and Xxxxxx LLP or the Collateral Trustee, for the ratable benefit of the holders of the Notes. (e) The holders of the Notes (or Xxxxxxx and Xxxxxx LLP, on behalf of such holders) shall have received a true, complete and correct copy of the Fifth Amended and Restated Credit Agreement dated as of February 22, 2017 among the Company, as borrower, the Parent, as credit party, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other lenders party thereto (the “Credit Agreement”). (f) The Company shall have paid the reasonable and documented fees and expenses of Xxxxxxx and Xxxxxx LLP, special counsel to the Credit Agreement holders, in connection with the preparation, execution and as delivery of this Amendment, to such other matters as any Lender through the Paying Agent may reasonably requestextent invoiced prior to the date hereof. (g) The Company shall have paid the Noteholders’ Amendment Fee.

Conditions of Effectiveness. This The amendments to the Credit Agreement set forth in Section 2 of this Second Amendment shall become not be effective as of until the date first above written (such date, the “Second Amendment Effective Date”) when, and only when, the Paying Agent shall have received counterparts of this Amendment executed by the Borrower and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all each of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and conditions precedent has been satisfied in sufficient copies for each Lender, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lenderfull: (a) A certificate signed by a duly authorized officer of The Administrative Agent shall have received the Borrower, dated the Amendment Effective Date, stating thatfollowing: (i) The representations and warranties contained in Section 4.01 a counterpart of this Second Amendment executed by each of the Credit Agreementparties hereto (which may be by telecopy transmission); (ii) Notes executed by the Borrower in favor of those Lenders increasing their Committed Sums requesting such Notes, as amended hereby, are correct on and as each in a principal amount equal to each such Lender’s Pro Rata Share of the Amendment Effective DateRevolver Facility and Term Loan Facility after giving effect to this Second Amendment; and (iiiii) No event has occurred from each Loan Party, such certificates of secretary, assistant secretary, manager, or general partner, as applicable, as the Administrative Agent may require, certifying (A) resolutions authorizing the increase in the Aggregate Committed Sum and is continuing that constitutes a Default; (b) The Consent attached hereto, duly executed by each Guarantor existing on the Amendment Effective Date; (c) Certified copies execution and performance of the resolutions of the Board of Directors of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Second Amendment and the other Loan Documents;Documents which such Person is executing in connection herewith, (B) the incumbency and signature of the officer executing such documents, and (C) that there has been no change in such Person’s Organization Documents since June 30, 2006 (or, if there has been a change, attaching a copy thereof). (db) A certificate All fees, costs, and expenses due and payable at the Second Amendment Effective Date shall have been paid (including, without limitation but without duplication, the fees required to be paid pursuant to the Fee Letter dated as of the Secretary or an Assistant Secretary of December 6, 2007, between the Borrower certifying the names and true signatures Royal Bank of the officers Canada, and any expenses arising pursuant to Section 3.05 of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder or thereunder; and (e) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C to the Credit Agreement as a result of any prepayment of Committed Revolver Loans in connection with the increase in the Revolver Commitment), and as the Borrower shall have paid Attorney Costs of the Administrative Agent to such other matters as any Lender through the Paying Agent may reasonably requestextent invoiced prior to, or on, the Second Amendment Effective Date.

Conditions of Effectiveness. This Amendment The obligations of the Refinancing Term Loan Lenders to make the New Term Loans under the Credit Agreement, and the amendments to the Original Credit Agreement contained in Section 1(a) hereof, shall become effective as of the first date first above written (the “Third Amendment Effective Date”) when, on which the following conditions shall have been satisfied (or waived by the Refinancing Term Loan Lenders): 1. The Administrative Agent and only when, the Paying Agent Refinancing Term Loan Lenders shall have received counterparts of (i) this Amendment executed by the Borrower Borrower, the Administrative Agent and all the Refinancing Term Loan Lenders and (ii) the Guarantor Consent and Reaffirmation attached hereto as Exhibit A (the “Guarantor Consent”) executed by Holdings and each Subsidiary Guarantor (collectively, the “Guarantors” and each, a “Guarantor”); 2. The Administrative Agent on behalf of itself and the Refinancing Term Loan Lenders shall have received a customary legal opinion from (i) Ropes & Xxxx LLP, counsel to the Loan Parties and (ii) each local counsel to the Loan Parties listed on Schedule 4(b) to this Amendment; 3. The Administrative Agent on behalf of itself and the Refinancing Term Loan Lenders shall have received, with respect to each Loan Party, certificates of good standing from the secretary of state of the Lenders orstate of organization of each Loan Party (to the extent such concept exists in such jurisdiction), as to any customary certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the LendersOrganizational Documents attached thereto and evidencing the identity, advice satisfactory authority and capacity of each Responsible Officer thereof authorized to the Paying Agent that such Lender has executed act as a Responsible Officer in connection with this Amendment and the Paying Guarantor Consent; 4. The Administrative Agent and the Refinancing Term Loan Lenders shall have additionally received all a certificate of a Responsible Officer of the following documents, each such document Borrower certifying that the conditions in clauses (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specifiedf) and in sufficient copies for each Lender, in form (g) of this Section 5 have been satisfied; 5. The Administrative Agent and substance satisfactory the Refinancing Term Loan Lenders shall have received a solvency certificate from a Responsible Officer of the Borrower (after giving effect to the Paying Agent (unless otherwise specifiedtransactions contemplated by this Amendment) based on and in sufficient copies for each Lender:consistent with the form attached to the Credit Agreement as Exhibit K; (a) A certificate signed by a duly authorized officer of the Borrower, dated the Amendment Effective Date, stating that: (i) 6. The representations and warranties of the Borrower contained in Section 4.01 Article III of the Credit Agreement, as amended hereby, are Agreement and Section 5 of this Amendment shall be true and correct in all material respects on and as of the Third Amendment Effective Date; provided that, in the case of any representation and warranty which expressly relates to a specific date or period, such representation and warranty shall be true and correct in all material respects as of the respective #94508849v9 dates or for the respective period, as the case may be; provided, further, that, if any representation and warranty is qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, such representation and warranty shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; 7. No Default under Section 7.01(a), 7.01(f) or 7.01(g) of the Original Credit Agreement or Event of Default under the Original Credit Agreement shall exist immediately prior to, and no Event of Default under the Credit Agreement after, giving effect to this Amendment and the making of the New Term Loans; 8. The Administrative Agent on behalf of itself and the Refinancing Term Loan Lenders shall have received a Borrowing Request no later than 2:00 p.m. (New York time) at least two (2) Business Days prior to the requested date of the Borrowing (or any such later date the Administrative Agent may agree) in respect of the New Term Loans; 9. The Borrower shall have paid all reasonable and documented out-of-pocket expenses of the Administrative Agent and the Arrangers (as defined in the engagement letter, dated as May 6, 2021 (the “Engagement Letter”), by and among the Borrower, BofA Securities, Inc. (“BofA Securities”) and Nomura Securities International, Inc. (“Nomura”)) (including, without limitation, the actual reasonable and documented out-of-pocket fees, disbursements and other charges of Xxxxx Xxxx & Xxxxxxxx LLP) in connection with this Amendment invoiced at least three (3) Business Days (unless otherwise agreed by the Borrower) prior to the Third Amendment Effective Date; 10. The Borrower shall have paid all fees required to be paid pursuant to (i) the fee letter, dated as of May 6, 2021, by and between the Borrower and BofA Securities and (ii) the fee letter, dated as of May 6, 2021, by and between the Borrower and Nomura; 11. The Administrative Agent shall have received (i) at least two (2) Business Days prior to the Third Amendment Effective Date all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations (including the USA PATRIOT Act) that has been reasonably requested in writing at least ten (10) Business Days prior to the Third Amendment Effective Date and (ii) one (1) Business Day prior to the Third Amendment Effective Date all documentation and other information about the Borrower required by regulatory authorities under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”) that has been reasonably requested in writing at least ten (10) Business Days prior to the Third Amendment Effective Date; and 12. The Refinancing shall be consummated (iiand payment of the Term Loan Repayment Amount by the Borrower to the Administrative Agent for the accounts of the existing Lenders shall occur) No event has occurred substantially simultaneously with the Borrowing of such Replacement Term Loans from the proceeds thereof. #94508849v9 For purposes of determining compliance with the conditions specified in this Section 5, the Refinancing Term Loan Lenders shall be deemed to 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 or acceptable or satisfactory to the Refinancing Term Loan Lenders from and is continuing that constitutes a Default; (bafter the making by the Refinancing Term Loan Lenders of the New Term Loans pursuant to Section 2.01(b) of the Credit Agreement. The Consent attached hereto, duly executed by each Guarantor existing on Refinancing Term Loan Lenders and the Borrower shall promptly notify the Administrative Agent of the occurrence of the Third Amendment Effective Date; (c) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the other Loan Documents; (d) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder or thereunder; and (e) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C to the Credit Agreement and as to such other matters as any Lender through the Paying Agent may reasonably request.

Conditions of Effectiveness. This Seventh Amendment shall become not be effective as of until the date first above written (such date, the “Seventh Amendment Effective Date”) when, and only when, the Paying Agent shall have received counterparts of this Amendment executed by the Borrower and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all each of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and conditions precedent has been satisfied in sufficient copies for each Lender, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lenderfull: (a) A receipt by the Administrative Agent of a counterpart of this Seventh Amendment executed by each of the parties hereto (which may be by telecopy or electronic transmission); (b) delivery of certified copies of organizational documents, bylaws, authorizing resolutions of board of directors, and incumbency certificates for the Borrower and each Guarantor as the Administrative Agent may require; (c) such evidence as the Administrative Agent may reasonably require to verify that the Borrower and each Guarantor is duly organized or formed, validly existing, and in good standing in the jurisdiction of its organization; (d) execution and delivery of new or replacement Notes, as applicable, if requested by any Lender; (e) amendments and supplements to, or amendments and restatements of, the existing U.S. Vessel Mortgage as reasonably required by the Administrative Agent or the Arrangers; (f) a certificate signed by a duly authorized officer Responsible Officer of the Borrower, dated the Amendment Effective Date, stating that: Borrower certifying that (i) The the representations and warranties contained in Section 4.01 Article V of the Credit Agreement, as amended hereby, Agreement are true and correct in all material respects on and as of the Amendment Effective Date; and such date (unless such representations and warranties specifically refer 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), and (ii) No event no Default or Event of Default has occurred and is continuing that constitutes a Defaultas of such date; (bg) The Consent attached hereto, duly executed by a certification from the Borrower’s Chief Financial Officer that each Guarantor existing on of the MLP and the Borrower is Solvent as of the Seventh Amendment Effective Date; (ch) Certified copies payment of (i) fees to the Lenders party to this Seventh Amendment (other than the Lenders described in Section 13 hereof), (ii) other fees and expenses due pursuant to (A) that certain Engagement Letter, dated March 23, 2011, between the Borrower, the Administrative Agent, Xxxxx Fargo Bank, National Association and the Arrangers, (B) the letter agreement, dated March 23, 2011, between the Borrower and the Administrative Agent, and (C) the letter agreement, dated March 23, 2011, between the Borrower, Xxxxx Fargo Bank, National Association and Xxxxx Fargo Securities, LLC, and (ii) Attorney Costs associated with a single counsel (other than local counsels) of the resolutions of the Board of Directors of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment Arrangers and the other Loan DocumentsAdministrative Agent; (di) A certificate opinions from Xxxxx Lord Bissell & Liddell LLP, counsel to each Loan Party, in form and substance reasonably satisfactory to the Administrative Agent and the Arrangers; (j) funds sufficient to pay any filing or recording tax or fee in connection with any and all UCC-1 financing statements or UCC-3 amendment financing statements, or fees associated with the filing of the Secretary Mortgages or an Assistant Secretary of amendments to Mortgages (or arrangements satisfactory to the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment Administrative Agent and the other documents to be delivered hereunder or thereunderArrangers for payment of such amounts shall have been made); and (ek) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for other documents as may be reasonably required by the Borrower, substantially in Administrative Agent or the form of Exhibit C to the Credit Agreement and as to such other matters as any Lender through the Paying Agent may reasonably requestArrangers.