Common use of Conditions Precedent to Effectiveness Clause in Contracts

Conditions Precedent to Effectiveness. The effectiveness of this Agreement is subject to satisfaction of each the following conditions precedent on or before such date: (a) The Administrative Agent shall have received the following on or before the Closing Date, each dated such date (except for the Disclosure Documents), in form and substance satisfactory to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each Lender: (i) (A) This Agreement, duly executed by each of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the Borrower; (ii) Certified copies of the resolutions of the governing body of the Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreement; (iv) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower in form and substance satisfactory to the Administrative Agent; (vi) The Fee Letters duly executed by each of the parties thereto; (vii) All documentation and information 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 such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the Closing Date; and (viii) At least five (5) days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. (b) The Administrative Agent shall have received the fees payable pursuant to the Fee Letters. (c) The following statements shall be true: (i) The representations and warranties contained in Section 4.01 are true and correct on and as of Closing Date; and (ii) No event has occurred and is continuing, or would result from the Borrower entering into the Agreement and the other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or both.

Conditions Precedent to Effectiveness. The effectiveness of this This Agreement is subject to shall be effective upon satisfaction of each the following conditions precedent on or before such dateprecedent: (a) The receipt by the Administrative Agent of counterparts of (i) this Agreement duly executed by the Borrower, the Guarantors, the Lenders and the Administrative Agent and (ii) the Sixth Amendment Fee Letter duly executed by the Borrower and the Administrative Agent; (b) receipt by the Administrative Agent of a certificate of a Responsible Officer of the Borrower (i) certifying that the IRISYS Acquisition has been consummated (or shall have received be consummated contemporaneously with the following on or before closing of this Agreement) in accordance with the Closing terms of that certain Unit Purchase Agreement, dated as of the Sixth Amendment Effective Date, each dated by and among the Borrower, as the purchaser, IRISYS, LLC, as the target, and IRISYS, INC., Continent Pharmaceuticals U.S., Inc., and EPS Americas Corp., collectively, as the sellers, a true correct copy of which is attached to such date certificate together with all other material agreements entered into in connection therewith (except for the Disclosure Documentsincluding any schedules and exhibits thereto), and (ii) attaching a true, correct and complete copy of the IRISYS Seller Note; (c) receipt by the Administrative Agent of favorable opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, dated as of the Sixth Amendment Effective Date, and in form and substance reasonably satisfactory to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each Lender:Lenders; and (id) (A) This Agreementreceipt by the Administrative Agent of all reasonable and documented out-of-pocket fees, duly executed by each charges and disbursements of counsel to the Administrative Agent and all reasonable and documented out-of-pocket due diligence expenses of the parties heretoAdministrative Agent and the Lenders, and (B) a promissory note payable to in each Lender that requests one pursuant to Section 2.15case, duly completed and executed by the Borrower; (ii) Certified copies of the resolutions of the governing body of the Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company action incurred in connection with respect to this Agreement; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; transactions contemplated hereby and for which invoices have been issued (B) that attached thereto are true and correct copies provided, that, the issuance of the organizational documents such invoices shall not thereafter preclude a final settling of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by accounts between the Borrower of this Agreement; (iv) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower in form and substance satisfactory to the Administrative Agent; (vi) The Fee Letters duly executed by each of the parties thereto; (vii) All documentation and information 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 such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the Closing Date; and (viii) At least five (5) days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower). (b) The Administrative Agent shall have received the fees payable pursuant to the Fee Letters. (c) The following statements shall be true: (i) The representations and warranties contained in Section 4.01 are true and correct on and as of Closing Date; and (ii) No event has occurred and is continuing, or would result from the Borrower entering into the Agreement and the other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or both.

Conditions Precedent to Effectiveness. The effectiveness of this Agreement is and the obligation of the Lender to make the initial Revolving Loan and the initial Line of Credit Loan shall be subject to the prior satisfaction of each of the following conditions precedent on or before such dateconditions, unless waived by the Lender in writing: (a) The Administrative Agent the Lender shall have received each of the following on or before the Closing Date, each dated such date (except for the Disclosure Documents)following, in form and substance reasonably satisfactory to the Administrative Agent Lender and (except for the notes described in paragraph (i)) with one copy for each Lenderits counsel: (i) (A) This this Agreement, the Revolving Loan Note and each applicable Line of Credit Note duly executed by each of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed delivered by the Borrower; (ii) Certified copies of a duly executed Guaranty Agreement from the resolutions of the governing body of the Borrower approving this AgreementGuarantors, and of all documents evidencing other necessary limited liability company action with respect to this Agreementif any; (iii) A certificate copies of all corporate action taken by each of the Secretary or an Assistant Borrower and Guarantors, if any, including resolutions of the Board of Directors, authorizing the execution, delivery, and performance of the Loan Documents to which it is a party and each other document to be delivered pursuant to this Agreement, certified as of the date of this Agreement by the Secretary of the Borrower or each Guarantor, as the case may be; (iv) a certificate, dated as of the date of this Agreement, of the Secretary of the Borrower and each Guarantor, if any, certifying (A) the names and true signatures of the officers of the Borrower and such Guarantor authorized to sign this Agreement the Loan Documents to which the Borrower or such Guarantor is a party and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower under this Agreement; (v) a favorable opinion of independent counsel for the Borrower and the Guarantors satisfactory to the Lender, dated the date of this Agreement; (iv) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower in form and substance satisfactory to the Administrative Agent; (vi) The Fee Letters duly executed by each evidence of insurance and copies of insurance policies evidencing compliance with the parties theretoinsurance requirements of this Agreement; (vii) All documentation the certificates of incorporation or articles of organization (certified by the Secretary of the State of the state of incorporation) and information required bylaws of the Borrower and each Guarantor, if any; (viii) a Certificate of Good Standing or Certificate of Legal Existence issued by regulatory authorities under applicable “know your customer” the Secretary of the State of the states of incorporation and anti-money laundering rules qualification of the Borrower and regulationseach Guarantor, including without limitation if any, evidencing that the Patriot Act, Borrower or such Guarantor is a corporation in good standing or legally exists in the state of its incorporation and in each State where it is qualified to do business; (ix) to the extent such documentation reasonably available, tax clearance letters (Sales and Use, Corporate and Labor) from the Department of Revenue or information is requested by the Administrative Agent on behalf of the Lenders prior similar taxing Governmental Authority relating to the Closing DateBorrower and each Guarantor, if any; (x) all other documents, instruments and agreements that the Lender shall reasonably require in connection with this Agreement; and (viiixi) At least five (5) days prior to the Closing Date, if evidence that the Borrower qualifies as a “legal entity customer” under has established and maintains its primary depository accounts with the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to BorrowerLender. (b) The Administrative Agent shall have received the fees payable pursuant to the Fee Letters. (c) The following statements shall be true: (i) The All representations and warranties contained in Section 4.01 are this Agreement shall be true and correct on and as of Closing Date; and (ii) No event has occurred and is continuing, or would result from the Borrower entering into the Agreement and the other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or bothin all material respects.

Conditions Precedent to Effectiveness. The effectiveness This Agreement shall be effective at such time as (i) the Seller shall have caused the amount of this Agreement is subject the aggregate outstanding Capital of the Receivable Interests, ratably in accordance with their respective Capital, to satisfaction be reduced to an amount resulting in no Cure Amount, determined on the basis of the Daily Report furnished pursuant to SUBSECTION (F) below, (ii) the Administrative Agent and each the following conditions precedent Member shall have received all fees and expenses required to be paid on or before such date: the New Closing Date pursuant to the terms of this Agreement, (aiii) The the Facility Termination Date shall not have occurred, (iv) the conditions precedent to the effectiveness of the Purchase Agreement shall have been satisfied and (v) the Administrative Agent shall have received each of the following on or before the Closing Date, each dated such date (except for the Disclosure Documents)following, in form and substance satisfactory to the Administrative Agent and (except in sufficient copies for the notes described in paragraph (i)) with one copy for Administrative Agent and each LenderGroup Managing Agent: (i) (Aa) This Agreement, duly executed by each of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the Borrower; (ii) Certified copies of the resolutions of the governing body of the Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreement; (iv) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower in form and substance satisfactory to the Administrative Agent; (vi) The Fee Letters duly executed by each of the parties thereto; (vii) All documentation and information 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 such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the Closing Date; and (viii) At least five (5) days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. (b) The Administrative Agent shall have received the fees payable pursuant to the Fee LettersParent Undertaking, duly executed by WORLDCOM. (c) The following statements shall be trueReceivables Contribution and Sale Agreement, duly executed by each Originator, WORLDCOM as the Buyer's Servicer, and the Seller. (d) The Consent and Agreement, duly executed by the Seller and each Originator. (e) Favorable opinions of (i) Hall, Estill, Hardwick, Gable, Golden & Nelson, P.C., counsel to the Originators, WORLDCOM and the Sel▇▇▇, ▇n substantially the form of Exhibits H-1A and B to the Purchase Agreement, (ii) Michele C. Kloeppel, Assistant Corporate General Counsel of WO▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇ially the form of Exhibit H-2 to the Purchase Agreement, (iii) Thacher Proffitt & Wood, New York counsel to the Originators, ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Se▇▇▇▇, in substantially the form of Exhibit H-3 to the Purchase Agreement, (iv) Michael H. Salsbury, General Counsel of WORLDCOM, in substanti▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇hibit H-4 to the Purchase Agreement, and (v) Morris, Nichols, Arsht & Tunnell, Delaware counsel to the Seller and the Originators, i▇ ▇▇▇▇▇antially the form of Exhibit H-5 to the Purchase Agreement. (f) A Daily Report as of May 22, 2002. (g) An Officer's Certificate, duly executed by an authorized officer of the Seller, stating that: (iA) The representations and warranties contained in Section SECTION 4.01 of this Agreement are true and correct on and as of the New Closing Date, both before and after giving effect to this Agreement; and (iiB) No event has occurred and is continuing, or would result from the Borrower entering into execution and delivery of this Agreement and the performance by the Seller of its obligations hereunder, which constitutes an Event of Termination or a Potential Event of Termination. (h) An Officer's Certificate, duly executed by an authorized officer of the Servicer, stating that: (A) The representations and warranties contained in SECTION 4.02 of this Agreement are correct on and as of the New Closing Date, both before and after giving effect to this Agreement; and (B) No event has occurred and is continuing, or would result from the execution and delivery of this Agreement and the performance by the Servicer of its obligations hereunder, which constitutes an Event of Termination or a Potential Event of Termination. (i) An Officer's Certificate, duly executed by an authorized officer of each of the Originators, stating that the representations and warranties contained in SECTION 3.01 of the Receivables Contribution and Sale Agreement are correct on and as of the New Closing Date, both before and after giving effect to this Agreement. (j) A certificate of the Secretary or Assistant Secretary of WORLDCOM certifying (i) that there have been no changes to its Articles or Certificate of Incorporation since the Amendment Closing Date, or if there have been any changes, a copy of such Articles or Certificate duly certified by the Secretary of State of Georgia as of a recent date acceptable to the Administrative Agent, (ii) that there have been no changes to its by-laws since the Amendment Closing Date, or if there have been any changes, a copy of such by-laws, (iii) the names and true signatures of the officers of WORLDCOM authorized on its behalf to sign this Agreement and the other Loan Transaction Documents to be delivered by it hereunder and (iv) a copy of the resolutions of the Board of Directors of WORLDCOM authorizing the transactions contemplated by this Agreement and the other Transaction Documents. (k) A certificate of the Secretary or Assistant Secretary of the Seller certifying (i) that there have been no changes to its Certificate of Incorporation since the Amendment Closing Date, (ii) that constitutes an Event there have been no changes to its by-laws since the Amendment Closing Date, (iii) the names and true signatures of Default the officers of the Seller authorized on its behalf to sign this Agreement and the other Transaction Documents to be delivered by it hereunder and (iv) a copy of the resolutions of the Board of Directors of the Seller authorizing the transactions contemplated by this Agreement and the other Transaction Documents. (l) A certificate of the Secretary or would constitute an Event Assistant Secretary of Default with notice each Originator certifying (i) that there have been no changes to its Certificate of Incorporation since the First Closing Date or lapse the Amendment Closing Date (whichever date such Certificate was furnished to the Administrative Agent or its predecessor), as the case may be, or if there have been any changes, a copy of time such Certificate duly certified by the Secretary of State of Delaware as of a recent date acceptable to the Administrative Agent, (ii) that there have been no changes to its by-laws since the First Closing Date or boththe Amendment Closing Date (whichever date such by-laws were furnished to the Administrative Agent or its predecessor), or if there have been any changes, a copy of such by-laws, (iii) the names and true signatures of the officers of such Originator authorized on its behalf to sign the Consent and Agreement and the other Transaction Documents to be delivered by it hereunder, and (iv) a copy of the resolutions of the Board of Directors of such Originator authorizing the transactions contemplated by the Receivables Contribution and Sale Agreement and the other Transaction Documents to which such Originator is a party. (m) Copies of good standing certificates for each of the Seller, WORLDCOM and the Originators, issued as of a recent date acceptable to the Administrative Agent by the Secretaries of State of their respective states of incorporation. (n) The Fee Letters dated as of the New Closing Date duly executed by all parties thereto. (o) Proper UCC-3 financing statements for each of the financing statements delivered pursuant to SECTIONS 3.02(D) and (J) of the A&R Parallel Purchase Commitment (except for those filed against CMC and Partners) to be filed under the UCC amending the name of the secured party therein from Bank One as Administrative Agent to JPMorgan as Administrative Agent. (p) Collection Notices for the Lock-Box Accounts in which at least 40% of the Recent Collections were deposited, duly executed by the respective Lock-Box Banks and the owner of the Lock-Box Accounts (that is, the Seller), indicating daily settlement transfers of Collections to the Concentration Account and giving "control" (within the meaning of Section 9-104 of the UCC in effect in the State of New York) to the Administrative Agent. (q) An assignment by Bank One to JPMorgan as Administrative Agent of all of Bank One's right, title and interest as Administrative Agent in, to and under the Collection Notices as defined in, and entered into pursuant to, the Original Parallel Purchase Commitment or the A&R Parallel Purchase Commitment. (r) The cancellation and return by Bank One of the Letter of Credit as defined in, and issued pursuant to, the A&R Parallel Purchase Commitment.

Conditions Precedent to Effectiveness. The effectiveness of this Agreement is subject to satisfaction of each the following conditions precedent on or before such date: (a) The resignation of the Existing Administrative Agent and Existing Collateral Agent, the appointment of the Successor Administrative Agent and Successor Collateral Agent and the other matters contemplated in Article I above and the Section 2(a) Amendments shall become effective on the date (the “Third Amendment Effective Date”) and at the time (the “Section 2(a) Amendments Effective Time”) on and at which each of the following conditions is satisfied or waived: (1) the Parent Borrower, the OpCo Borrower, the Existing Administrative Agent, the Existing Collateral Agent, the Successor Administrative Agent, the Successor Collateral Agent and the Required Lenders have each delivered a duly executed counterpart of this Amendment to the Administrative Agent. (b) The Section 2(b) Amendments shall become effective on the Third Amendment Effective Date and at the time (the “Section 2(b) Amendments Effective Time”) on and at which each of the following conditions is satisfied or waived: (1) the Section 2(a) Amendments Effective Time shall have occurred; (2) the Administrative Agent shall have received the following on or before the Closing Date, each dated such date (except for the Disclosure Documents), in form and substance satisfactory to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each Lender: (i) (A) This Agreement, duly executed by each of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the Borrower; (ii) Certified copies of the resolutions of the governing body of the Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals Increase Supplements (if any) required for the due execution, delivery and performance and/or Lender Joinder Agreements (if any) evidencing Supplemental Term Loan Commitments in an aggregate amount of $275,000,000 (which such condition shall be deemed satisfied hereunder by the Borrower execution of this Agreement; (iv) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed Amended and Restated Credit Agreement by the parties thereto and delivery thereof to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing DateAdministrative Agent); (v3) One or more favorable opinions each Guarantor shall have delivered a duly executed counterpart of counsel the acknowledgment and consent attached to this Amendment (including the opinion of in-house counsel and special New York and Texas counsel“Acknowledgment”) for the Borrower in form and substance satisfactory to the Administrative Agent; (vi4) The Fee Letters duly executed by each of the parties thereto; (vii) All documentation and information 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 such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the Closing Date; and (viii) At least five (5) days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. (b) The Administrative Agent shall have received (A) true and complete copies of resolutions of the fees payable board of directors or a duly authorized committee thereof of each of the Borrowers approving and authorizing the execution, delivery and performance of this Third Amendment, and the performance of the Credit Agreement as amended by this Third Amendment, certified as of the Third Amendment Effective Date by a Responsible Officer, secretary or assistant secretary of the Borrowers as being in full force and effect without modification or amendment and (B) a good standing certificate (or the equivalent thereof) for each of the Borrowers from its jurisdiction of formation; (5) the Administrative Agent shall have received a certificate, in form and substance reasonably satisfactory to the Administrative Agent, of the Parent Borrower dated as of the Third Amendment Effective Date signed by a Responsible Officer of the Parent Borrower certifying as to the matters set forth in clauses (6) and (7) below; (6) each of the representations and warranties made by any Loan Party pursuant to the Fee LettersCredit Agreement and any other Loan Document to which it is a party shall, except to the extent that they relate to a particular date, be true and correct in all material respects on and as of the Third Amendment Effective Date as if made on and as of such date; and (7) no Default or Event of Default shall have occurred and be continuing on the Third Amendment Effective Date or after giving effect to the effectiveness hereof. (c) The Section 2(c) Amendments shall become effective on the Third Amendment Effective Date and at the time (the “Section 2(c) Amendments Effective Time”) on and at which each of the following statements shall be trueconditions is satisfied or waived: (i1) The representations and warranties contained the Section 2(b) Amendments Effective Time shall have occurred; (2) the Initial Term Loans outstanding immediately prior to the effectiveness of the Section 2(b) Amendments on the Third Amendment Effective Date shall have been repaid in Section 4.01 are true and correct on and as full to the Existing Administrative Agent for the benefit of Closing Datethe Lenders; and (ii3) No event has occurred the conditions set forth in Section 6.1 of the Amended and is continuing, Restated Credit Agreement shall have been satisfied or would result from waived. The making of the Borrower entering into initial Extensions of Credit by the Agreement and Lenders on the other Loan Documents, that constitutes an Event of Default or would Third Amendment Effective Date shall conclusively be deemed to constitute an Event acknowledgement by the Administrative Agent and each Lender that each of Default the conditions precedent set forth herein and in Section 6.1 of the Amended and Restated Credit Agreement shall have been satisfied in accordance with notice its respective terms or lapse of time or bothshall have been irrevocably waived by such Person.

Conditions Precedent to Effectiveness. The effectiveness This Amendment shall become effective upon the fulfillment of this Agreement is subject to satisfaction of each the following conditions precedent on or before (the date of such date:fulfillment, the “Second Amendment Effective Date”): (a) This Amendment shall have been duly executed and delivered to the Administrative Agent by the Borrower, the Guarantors and the Lenders party hereto, which constitute all of the “Lenders” as defined in the Existing Credit Agreement; (b) The amended and restated Fee Letter and amended and restated Registration Rights Agreement shall have been duly executed and delivered to the Administrative Agent by the Borrower; (c) The Borrower shall have issued and delivered to the Lenders warrants, evidenced by an instrument substantially in the form of Exhibit J-1 attached to the Credit Agreement (as amended hereby), dated as of the Second Amendment Effective Date, exercisable for an aggregate number of shares of common stock of the Borrower set forth in Exhibit D; (d) All Company Warrants previously issued to the Lenders shall have been amended to revise the exercise price thereunder from $20.04 per share to $3.6452 per share; (e) The Administrative Agent shall have received, for the benefit of the Lenders, payment of all accrued and unpaid interest on the Loans since the most recent Payment Date through (but not including) the Second Amendment Effective Date (in an aggregate amount equal to $1,373,840.96, of which $301,574.85 shall be paid “in kind” by adding and capitalizing such amount to the outstanding principal amount of the Tranche A-1 Term Loans (and the amount so capitalized shall constitute “principal” for all purposes of the Loan Documents from and after the Second Amendment Effective Date) and $1,072,266.11 shall be paid in cash; (f) The Borrower shall have paid to the RIFA Agent, for the account of the Purchasers, an amount equal to the sum of (i) the Revenue Interest Payments (as defined in the Revenue Interest Financing Agreement as in effect immediately prior to the date hereof) for the fiscal quarter ended September 30, 2023 plus (ii) a prorated portion (based on the actual portion of the quarter elapsed) of the Revenue Interest Payments (as defined in the Revenue Interest Financing Agreement as in effect immediately prior to the date hereof) for the fiscal quarter ending December 31, 2023; (g) The Borrower shall have paid all costs, fees and expenses of the Administrative Agent and the Lenders, including, without limitation, the fees and expenses of S▇▇▇▇▇▇▇ & C▇▇▇▇▇▇▇ LLP, as outside counsel to Administrative Agent and the Oaktree Lenders and the fees and expenses of S▇▇▇▇▇▇▇ & Sterling LLP, as outside counsel to Q Boost Holding LLC, incurred prior to date hereof, to the extent invoiced at least one Business Day prior to the date hereof; (h) Each of the representations and warranties in Section 7 of this Amendment, Section 7 of the Credit Agreement and in the other Loan Documents shall be true, accurate and complete in all material respects (unless such representations are already qualified by reference to materiality, Material Adverse Effect or similar language, in which case such representations and warranties shall be true and correct in all respects) on and as of the date hereof 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 have been true and correct in all respects on and as of such earlier date; (i) At the time of and after giving effect to this Amendment, no fact or condition exists that constitutes, or with the passage of time, the giving of notice, or both, would constitute, an Event of Default; (j) The Administrative Agent shall have received a duly executed legal opinion of counsel to the following on or before Obligors dated as of the Closing Second Amendment Effective Date, each dated such date (except for the Disclosure Documents), in form and substance satisfactory to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each Lender: (i) (A) This Agreement, duly executed by each of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the Borrower; (ii) Certified copies of the resolutions of the governing body of the Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreement; (iv) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower in form and substance satisfactory reasonably acceptable to the Administrative Agent; (vi) The Fee Letters duly executed by each of the parties thereto; (vii) All documentation and information 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 such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the Closing Date; and (viii) At least five (5) days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. (bk) The Administrative Agent shall have received the fees payable pursuant from each Obligor (x) a copy of a good standing certificate, dated a date reasonably close to the Fee Letters. Second Amendment Effective Date, for each such Person and (cy) The following statements shall be truea certificate, dated as of the Second Amendment Effective Date, duly executed and delivered by such Person’s Responsible Officer, as to: (i) The representations resolutions of each such Person’s Board then in full force and warranties contained in Section 4.01 are true effect authorizing the execution, delivery and correct performance of each Loan Document to be executed by such Person and the Transactions; (ii) solely to the extent different than the incumbency delivered on and as of the Closing Date, the incumbency and signatures of Responsible Officers authorized to execute and deliver each Loan Document to be executed by such Person; and (iiiii) No event has occurred the full force and is continuingvalidity of each Organic Document of such Person and, solely to the extent modified or would result from amended since the Borrower entering into Closing Date, copies thereof; which certificates shall be in form and substance reasonably satisfactory to the Agreement Administrative Agent and upon which the Administrative Agent and the other Loan Documents, that constitutes an Event Lenders may conclusively rely until they shall have received a further certificate of Default the Responsible Officer of any such Person cancelling or would constitute an Event amending the prior certificate of Default with notice or lapse of time or bothsuch Person.

Conditions Precedent to Effectiveness. The effectiveness of this Agreement is subject to the satisfaction of each the following conditions precedent on or before such dateprecedent: (a) The Administrative the Agent shall have received the following on behalf of each Lender (or before the Closing Datecertain Lenders, each dated such date (except for the Disclosure Documents)as indicated below) has received, in form and substance satisfactory to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each LenderAgent, acting reasonably: (i) (A) This Agreement, a duly executed by each copy of this Agreement; (ii) a certified copy of the parties hereto, articles and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by by-laws of the Borrower; (iiiii) Certified copies a certified copy of the resolutions articles and by-laws of the governing body Guarantor; (iv) a certificate of good standing under the laws of British Columbia in respect of the corporate existence of the Borrower; (v) a certificate of existence under the laws of State of Delaware in respect of the corporate existence of the Guarantor; (vi) a certified resolution of the Board of Directors of the Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iiivii) A certificate a certified resolution of the Secretary or Board of Directors of the Guarantor with respect to this Agreement; (viii) an Assistant Secretary incumbency certificate of the Borrower certifying (A) the names name and true signatures of the Borrower’s officers of the Borrower authorized to sign this Agreement and the other documents Loan Documents to be delivered hereunder; which the Borrower is a party; (Bix) that attached thereto are true and correct copies an incumbency certificate of the organizational documents Guarantor certifying the name and true signatures of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of Guarantor’s officer authorized to sign this Agreement; (ivx) Copies an opinion of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇, ▇▇▇▇▇▇▇ or on & ▇▇▇▇▇▇▇ LLP, Canadian counsel to the Borrower’s website no later than Borrower and the third (3rd) Business Day immediately preceding Guarantor addressed to the Closing Date)Agent and each Lender; (vxi) One or more favorable opinions of counsel (including the an opinion of in-house ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, U.S. counsel and special New York and Texas counsel) for the Borrower in form and substance satisfactory to the Administrative AgentGuarantor addressed to the Agent and each Lender; (vixii) The Fee Letters duly executed by an opinion of ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Canada LLP, counsel to the Lenders, addressed to the Agent and each of the parties theretoLender; (viixiii) All all such other agreements, certificates, declarations, opinions and other documents as are reasonably required by the Agent to confirm or establish the completion or satisfaction of the conditions to the Lenders’ obligations hereunder and of which the Borrower is advised in a timely manner; and (xiv) all documentation and other information required by regulatory authorities under regarding the Borrower or the Guarantor requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot ActAML Legislation, to the extent such documentation or information is requested by the Administrative Agent on behalf in writing of the Lenders prior to the Closing Date; and (viii) At Borrower at least five (5) 10 days prior to the Closing Effective Date, if ; (b) provided (A) such information is reasonably requested from the Borrower qualifies and/or the Guarantor at least 5 Business Days prior to the Effective Date and (B) the Borrower and/or the Guarantor qualify as a “legal entity customer” under the Beneficial Ownership Regulation, and the Borrower must deliver Agent and each requesting Lender received, at least three days prior to the Effective Date, in connection with the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation with respect to Borrower.the Borrower and/or Guarantor; (bc) The Administrative the Borrower shall have paid to the Agent for the account of the Agent, the co-lead arrangers and the Lenders, as applicable, and in a timely manner, all upfront and arrangement fees required to be paid by the Borrower on or before the Effective Date in connection with this Agreement; and (d) the Agent shall have received the fees payable pursuant a withdrawal letter from ATB Financial, such withdrawal letter to be in form and substance satisfactory to the Fee Letters. (c) The following statements shall be true: (i) The representations and warranties contained in Section 4.01 are true and correct on and as of Closing Date; and (ii) No event has occurred and is continuingAgent, or would result from acting reasonably. Each Lender hereby authorizes the Agent to confirm to the Borrower entering into on the Agreement and Effective Date that the other Loan Documentsconditions precedent set forth in this Section 7.1 have been satisfied on or prior to the Effective Date, provided such ▇▇▇▇▇▇ has not advised the Agent in writing prior to such Effective Date that constitutes an Event of Default or would constitute an Event of Default such ▇▇▇▇▇▇ is not satisfied that the Borrower has complied with notice or lapse of time or bothsuch conditions precedent.

Conditions Precedent to Effectiveness. The effectiveness of parties hereto agree that this Agreement is subject to Amendment shall not be effective until the satisfaction of each of the following conditions precedent on or before such dateprecedent: (a) The the Administrative Agent shall have received a copy of this Amendment duly completed, executed and delivered by the following on or before Required Lenders, the Closing DateBorrower and the other Loan Parties; (b) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the U.S. Cellular Revolving Loan Facility, each dated such date (except for the Disclosure Documents), which shall be in form and substance satisfactory to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each Lender: (i) (A) This Agreement, duly executed by each of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the Borrower; (ii) Certified copies of the resolutions of the governing body of the Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreement; (iv) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower in form and substance satisfactory reasonably acceptable to the Administrative Agent; (vic) The Fee Letters duly executed by the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the U.S. Cellular Term Loan Facility, which shall be in form and substance reasonably acceptable to the Administrative Agent; (d) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Revolving Loan Facility, which shall be in form and substance reasonably acceptable to the Administrative Agent; (e) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Senior Term Loan Credit Agreement, dated as of December 9, 2021 (and as amended, restated, supplemented or otherwise modified from time to time), among U.S. Cellular, Toronto Dominion (Texas) LLC, as the administrative agent, and the lenders party thereto, which shall be in form and substance reasonably acceptable to the Administrative Agent; (f) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Credit Agreement, dated as of December 17, 2021 (and as amended, restated, supplemented or otherwise modified from time to time), among U.S. Cellular, the lenders party thereto, Citibank, N.A., as administrative agent, and Export Development Canada, as a mandated lead arranger and a lender, which shall be in form and substance reasonably acceptable to the Administrative Agent; (g) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Credit Agreement, dated as of November 9, 2022 (and as amended, restated, supplemented or otherwise modified from time to time), among the Borrower, the lenders party thereto, and Export Development Canada, as a lender, which shall be in form and substance reasonably acceptable to the Administrative Agent; and (h) each of the parties thereto; representations and warranties made in this Amendment shall be true and correct in all material respects (vii) All documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Actor, to the extent any such documentation representation or information warranty is requested by the Administrative Agent qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on behalf and as of the Lenders prior Amendment Effective Date (as defined below), both before and after giving effect to the Closing amendments contemplated by this Amendment as if such representations and warranties were being made on and as of the Amendment Effective Date; and (viii) At least five (5) days prior , except to the Closing Dateextent that such representations and warranties specifically refer to an earlier date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. (b) The Administrative Agent shall have received the fees payable pursuant to the Fee Letters. (c) The following statements which case they shall be true: (i) The true and correct as of such earlier date, and the representations and warranties contained in subsections (a) and (b) of Section 4.01 are true 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and correct on and as (b), respectively, of Closing Date; and (ii) No event has occurred and is continuing, or would result from Section 6.01 of the Borrower entering into the Agreement and the other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or bothCredit Agreement.

Conditions Precedent to Effectiveness. The effectiveness of this Agreement is subject to the fulfillment, to the satisfaction of Lender, of each of the following conditions precedent on or before such dateset forth below: (a) The Administrative Agent Lender shall have filed appropriate financing statements on Form UCC-1 in such office or offices as may be necessary or, in the opinion of Lender, desirable to perfect the Lender’s Liens in and to the Collateral, including without limitation, financing statements naming Borrower as debtor, and Lender, as secured party, describing all assets of Borrower in form reasonably satisfactory to Lender; (b) Lender shall have received each of the following on or before the Closing Date, each dated such date (except for the Disclosure Documents)documents, in form and substance reasonably satisfactory to the Administrative Agent Lender, duly executed, and (except for the notes described each such document shall be in paragraph (i)) with one copy for each Lenderfull force and effect: (i) (A) This this Agreement, duly executed by each of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the Borrower;, (ii) Certified copies the Reaffirmation of the resolutions of the governing body of the Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company action with respect to this Agreement;Collateral Documents, (iii) A certificate the Closing Certificate, (iv) the Copyright Security Agreement dated as of the Secretary Closing Date made by Parent in favor of Lender; and (v) a Letter of Credit Application. (c) Lender shall have received a certificate from the corporate secretary (or an Assistant Secretary a manager in the case of a limited liability company) of each Obligated Party (i) attesting to the Borrower certifying (A) the names and true signatures duly adopted resolutions of the officers such Person’s Board of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due Directors authorizing execution, delivery and performance by of the Borrower Loan Documents to which it is a party and authorizing specific officers of this Agreementsuch Person to execute the same, and (ii) attesting to the incumbency and signatures of such specific officers of such Person; (ivd) Copies Lender shall have received for each Obligated Party copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ Person’s Governing Documents, as amended, modified, or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower in form and substance satisfactory to the Administrative Agent; (vi) The Fee Letters duly executed by each of the parties thereto; (vii) All documentation and information 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 such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the Closing Date; and (viii) At least five (5) days prior supplemented to the Closing Date, if certified by its corporate secretary (or a manager in the Borrower qualifies as case of a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower.limited liability company); (be) The Administrative Agent Lender shall have received certificates of status with respect to each Obligated Party, dated within thirty (30) days of the fees payable pursuant Closing Date, such certificates to be issued by the appropriate officers of the jurisdiction of organization of such Person and each other jurisdiction in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Person is in good standing in such jurisdiction; (f) Lender shall have received all certificates of insurance as are required by Section 6.6, the form and substance of which shall be reasonably satisfactory to Lender together with endorsements to such policies naming Lender as lender loss payee and additional insured, in form and substance reasonably satisfactory to Lender; (g) Lender shall have received an opinion of counsel to the Fee Letters.Obligated Parties, in form and substance reasonably satisfactory to Lender; (ch) The following statements Borrower shall be true:have paid (i) all of Lender’s reasonable costs and expenses incurred in connection with underwriting, approving, negotiating, preparing and closing of the Loan Documents, and (ii) all Lender Expenses incurred in connection with the transactions evidenced by this Agreement; and (i) The representations all other documents and warranties contained legal matters in Section 4.01 are true and correct on and as of Closing Date; and (ii) No event has occurred and is continuingconnection with the transactions contemplated by this Agreement shall have been delivered, executed, or would result from the Borrower entering into the Agreement recorded and the other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or bothshall be in form and substance reasonably satisfactory to Lender.

Conditions Precedent to Effectiveness. The effectiveness This Amendment shall not be effective until each of this Agreement is subject to satisfaction of each the following conditions precedent on or before such datehas been fulfilled to the satisfaction of the Administrative Agent: (a) This Amendment shall have been duly executed and delivered by the respective parties hereto. The Administrative Agent shall have received the following on or before the Closing Date, each dated such date (except for the Disclosure Documents), in form and substance satisfactory to the Administrative Agent and (except for the notes described in paragraph (i)) with one a fully executed copy for each Lender: (i) (A) This Agreement, duly executed by each of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the Borrower; (ii) Certified copies of the resolutions of the governing body of the Borrower approving this Agreement, hereof and of all documents evidencing each other necessary limited liability company action with respect to this Agreement; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered document required hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreement; (iv) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower in form and substance satisfactory to the Administrative Agent; (vi) The Fee Letters duly executed by each of the parties thereto; (vii) All documentation and information 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 such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the Closing Date; and (viii) At least five (5) days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. (b) The Administrative Agent shall have received a duly executed copy of the fees payable pursuant to Second Amendment Fee Letter dated as of the Fee Lettersdate hereof. (c) The following statements Borrower shall have (i) paid to the Administrative Agent all fees set forth in the Second Amendment Fee Letter, (ii) paid all expenses and reimbursements pursuant to Section 10 hereof, to the extent provided to the Borrower at least three (3) Business Days prior to the Second Amendment Effective Date, and (iii) paid to the Administrative Agent for the benefit of the Lenders all interest and revolving loan commitment fees as described in Section 2.9(b) of the Credit Agreement in each case accrued and unpaid as of the Second Amendment Effective Date, it being understood and agreed that the Borrower hereby authorizes the Administrative Agent to pay all such fees and expenses pursuant to this clause (c) with a portion of the Second Amendment Term Loans and payment of the same from such proceeds shall satisfy this clause (c). (d) The Administrative Agent shall have received, in respect of the Second Amendment Term Loans to be made on the Second Amendment Effective Date, a completed Notice of Borrowing executed by the Borrower and attaching a funds flow or sources and uses schedule. (e) All material Governmental Approvals and consents and approvals of, or notices to, shall have been obtained and be in full force and effect (or waived, and if such waiver is materially adverse to the interests of the Lenders, with the consent of the Administrative Agent). (f) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true:true and correct in all material respects on and as of such date as if made on and as of such date, except to the extent (i) such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date or (ii) such representations and warranties are qualified by materiality in the text thereof, in which case they shall be true and correct in all respects. ny-2508035 (g) Upon giving effect to this Amendment and the incurrence of all Indebtedness contemplated hereby, no Default or Event of Default shall have occurred and be continuing. (h) To the extent requested by any Lender at least three (3) Business Days prior to the Second Amendment Effective Date, such Lender shall have received Notes, in each case, duly executed by the Borrower. (i) The representations Administrative Agent shall have received (i) a certificate of each Loan Party, dated Second Amendment Effective Date and warranties contained executed by the Secretary, Managing Member or equivalent officer of such Loan Party, substantially in Section 4.01 are true the form of Exhibit C attached to the Credit Agreement, with appropriate insertions and correct on and attachments, including (A) the Operating Documents of such Loan Party certified, in the case of formation documents, as of a recent date by the secretary of state or similar official of the relevant jurisdiction of organization of such Loan Party or that there has been no change to Operating Documents of such Loan Party that were previously delivered to the Administrative Agent (which may be in the form of a certification from such Loan Party that there have been no changes from the Operating Documents previously delivered to the Administrative Agent on the Closing Date; and ), (iiB) No event has occurred the relevant board resolutions or written consents of such Loan Party adopted by such Loan Party for the purposes of authorizing such Loan Party to enter into and is continuing, or would result from perform the Borrower entering into the Agreement Amendment and the other Loan DocumentsDocuments to which such Loan Party is a party thereto, and (C) the names, titles, incumbency and signature specimens of those representatives of such Loan Party who have been authorized by such resolutions and/or written consents to execute Loan Documents on behalf of such Loan Party (which may be in the form of a certification from such Loan Party that constitutes an Event there have been no changes from the incumbency and signature specimens previously delivered to the Administrative Agent on the Closing Date) and (ii) a long form good standing certificate for each Loan Party from its respective jurisdiction of Default organization. (j) The Administrative Agent shall have received a Solvency Certificate from the chief financial officer or would constitute an Event treasurer of Default the Borrower, certifying that the Loan Parties, taken as a whole are, and after giving effect to the incurrence of all Indebtedness and obligations being incurred on the Second Amendment Effective Date will be, Solvent. (k) The Administrative Agent shall have received the executed legal opinion of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York counsel to the Loan Parties, and (ii) ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, Arsht & ▇▇▇▇▇▇▇ LLP, Delaware counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent. Such legal opinions shall cover such matters incident to the transactions contemplated by this Amendment as the Administrative Agent may reasonably require. (l) On the Second Amendment Effective Date, (1) after giving effect to the transactions contemplated by this Amendment (including the payment of all fees and expenses, the incurrence of all additional Indebtedness), Liquidity shall be not less than $40,000,000, (2) the Consolidated Total Indebtedness to Recurring Revenue Ratio does not exceed 0.75:1.00 and (3) the Borrower is otherwise in pro forma compliance with notice the then-applicable financial covenants set forth in Section 7.1 of the Credit Agreement (as amended by this Amendment). No Revolving Loans shall be outstanding on the Second Amendment Effective Date after giving effect to the funding of the Second Amendment Term Loan. ny-2508035 (m) Each Lender shall have received, prior to the Second Amendment Effective Date, to the extent requested at least two (2) Business Days prior to the Second Amendment Effective Date, all documentation and other information requested to comply with applicable “know your customer” and anti-money-laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation (including the Beneficial Ownership Certification), and a properly completed and signed IRS Form W-8 or lapse W-9, as applicable, for each Loan Party. (n) The Administrative Agent shall have received a certificate of time or botha Responsible Officer of the Borrower certifying as to compliance with the requirements of Section 5.2 of the Credit Agreement and clause (l) above, together with all reasonably detailed calculations evidencing compliance with clause (l) above after giving effect to the incurrence of all Indebtedness and obligations being incurred in connection with the Second Amendment.

Conditions Precedent to Effectiveness. The effectiveness of parties hereto agree that this Agreement is subject to Amendment shall not be effective until the satisfaction of each of the following conditions precedent on or before such dateprecedent: (a) The the Administrative Agent shall have received a copy of this Amendment duly completed, executed and delivered by the following on or before Required Lenders, the Closing DateBorrower and the other Loan Parties; (b) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Parent Credit Agreement, each dated such date (except for the Disclosure Documents), which shall be in form and substance satisfactory to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each Lender: (i) (A) This Agreement, duly executed by each of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the Borrower; (ii) Certified copies of the resolutions of the governing body of the Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreement; (iv) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower in form and substance satisfactory reasonably acceptable to the Administrative Agent; (vic) The Fee Letters duly executed by the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Senior Term Loan Credit Agreement, which shall be in form and substance reasonably acceptable to the Administrative Agent; (d) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the credit agreement evidencing the CoBank Parent Term Loan Facility, which shall be in form and substance reasonably acceptable to the Administrative Agent; (e) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the credit agreement evidencing the CoBank Borrower Term Loan Facility, which shall be in form and substance reasonably acceptable to the Administrative Agent; (f) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Credit Agreement, dated as of December 17, 2021 (and as amended, restated, supplemented or otherwise modified from time to time), among the United States Cellular Corporation, the lenders party thereto, Citibank, N.A., as administrative agent, and Export Development Canada, as a mandated lead arranger and a lender, which shall be in form and substance reasonably acceptable to the Administrative Agent; (g) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Credit Agreement, dated as of November 9, 2022 (and as amended, restated, supplemented or otherwise modified from time to time), among Telephone and Data Systems, Inc., the lenders party thereto and Export Development Canada, as a lender, which shall be in form and substance reasonably acceptable to the Administrative Agent; and (h) each of the parties thereto; representations and warranties made in this Amendment shall be true and correct in all material respects (vii) All documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Actor, to the extent any such documentation representation or information warranty is requested by the Administrative Agent qualified as to "materiality" or "Material Adverse Effect" shall be true and correct in all respects) on behalf and as of the Lenders prior Amendment Effective Date (as defined below), both before and after giving effect to the Closing amendments contemplated by this Amendment as if such representations and warranties were being made on and as of the Amendment Effective Date; and (viii) At least five (5) days prior , except to the Closing Dateextent that such representations and warranties specifically refer to an earlier date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. (b) The Administrative Agent shall have received the fees payable pursuant to the Fee Letters. (c) The following statements which case they shall be true: (i) The true and correct as of such earlier date, and the representations and warranties contained in subsections (a) and (b) of Section 4.01 are true 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and correct on and as (b), respectively, of Closing Date; and (ii) No event has occurred and is continuing, or would result from Section 6.01 of the Borrower entering into the Agreement and the other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or bothCredit Agreement.

Conditions Precedent to Effectiveness. The effectiveness of parties hereto agree that this Agreement is subject to Amendment shall not be effective until the satisfaction of each of the following conditions precedent on or before such dateprecedent: (a) The the Administrative Agent shall have received a copy of this Amendment duly completed, executed and delivered by the following on or before Required Lenders, the Closing DateBorrower and the other Loan Parties; (b) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Parent Credit Agreement, each dated such date (except for the Disclosure Documents), which shall be in form and substance satisfactory to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each Lender: (i) (A) This Agreement, duly executed by each of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the Borrower; (ii) Certified copies of the resolutions of the governing body of the Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreement; (iv) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower in form and substance satisfactory reasonably acceptable to the Administrative Agent; (vic) The Fee Letters duly executed by the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Revolving Loan Facility, which shall be in form and substance reasonably acceptable to the Administrative Agent; (d) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Senior Term Loan Credit Agreement, which shall be in form and substance reasonably acceptable to the Administrative Agent; (e) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Parent Term Loan Facility, which shall be in form and substance reasonably acceptable to the Administrative Agent; (f) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Credit Agreement, dated as of December 17, 2021 (and as amended, restated, supplemented or otherwise modified from time to time), among the Borrower, the lenders party thereto, Citibank, N.A., as administrative agent, and Export Development Canada, as a mandated lead arranger and a lender, which shall be in form and substance reasonably acceptable to the Administrative Agent; (g) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Credit Agreement, dated as of November 9, 2022 (and as amended, restated, supplemented or otherwise modified from time to time), among Telephone and Data Systems, Inc., as borrower, the lenders party thereto and Export Development Canada, as a lender, which shall be in form and substance reasonably acceptable to the Administrative Agent; and (h) each of the parties thereto; representations and warranties made in this Amendment shall be true and correct in all material respects (vii) All documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Actor, to the extent any such documentation representation or information warranty is requested by the Administrative Agent qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on behalf and as of the Lenders prior Amendment Effective Date (as defined below), both before and after giving effect to the Closing amendments contemplated by this Amendment as if such representations and warranties were being made on and as of the Amendment Effective Date; and (viii) At least five (5) days prior , except to the Closing Dateextent that such representations and warranties specifically refer to an earlier date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. (b) The Administrative Agent shall have received the fees payable pursuant to the Fee Letters. (c) The following statements which case they shall be true: (i) The true and correct as of such earlier date, and the representations and warranties contained in subsections (a) and (b) of Section 4.01 are true 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and correct on and as (b), respectively, of Closing Date; and (ii) No event has occurred and is continuing, or would result from Section 6.01 of the Borrower entering into the Agreement and the other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or bothCredit Agreement.

Conditions Precedent to Effectiveness. The effectiveness An Eligible Property that has been approved pursuant to Section 5.1(b)(ii) shall be included in the calculation of this Agreement is subject to Borrowing Base Availability as a Borrowing Base Property upon the satisfaction of each of the following conditions precedent on or before such date: (a) The Administrative Agent shall have received the following on or before the Closing Date, each dated such date (except for the Disclosure Documents), in form and substance satisfactory to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each Lender: (i) (A) This Agreement, duly executed by each of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the Borrower; (ii) Certified copies of the resolutions of the governing body of the Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreement; (iv) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower in form and substance satisfactory to the Administrative Agent: (A) if the Eligible Property is not owned by an existing Subsidiary Guarantor, a joinder or accession agreement to the Guaranty, pursuant to which the Person that owns such Eligible Property (and each other direct or indirect owner of such new Subsidiary Guarantor that is a Subsidiary of the Borrower) becomes a Subsidiary Guarantor; (viB) The Fee Letters duly a Pledge and Security Agreement or joinder thereto, in form and substance reasonably satisfactory to the Administrative Agent, reflecting the pledge of Equity Interests by the Borrower in each such new Subsidiary Guarantor as additional Collateral, together with, to the extent requested by the Administrative Agent, certificates and instruments representing the Equity Interests of each such new Subsidiary Guarantor, pledged as Collateral pursuant to the applicable Pledge and Security Agreement, accompanied by undated stock powers or instruments of transfer executed by each of the parties theretoin blank; (viiC) All [Reserved]; (D) an Environmental Indemnity in form and substance reasonably satisfactory to the Administrative Agent; (E) [Reserved]; (F) the transfer of the “landlord’s” or “lessor’s” interest in all Leases with respect to such Eligible Property shall have been consummated in accordance with the terms of each thereof and all such Leases shall name the applicable Subsidiary Guarantor as “landlord” or “lessor” thereunder, whether by amendment, assignment or otherwise, subject only to the consent or approval of the Federal Agency tenant under such Leases (which consent or approval the Loan Parties shall use commercially reasonable and diligent efforts to obtain promptly after the date such Real Estate Asset becomes an Eligible Property and in any event within six (6) months after such date (or such longer period approved by the Administrative Agent)); (G) the Property Management Agreement with respect to such Eligible Property and an Assignment and Subordination of Management Agreement in respect of the same (or other property management arrangement satisfactory to the Administrative Agent); (H) UCC financing statements required by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent; (I) (x) a copy of the owner’s title insurance policy showing no exceptions to title unacceptable to Administrative Agent other than Eligible Property Permitted Liens (and including copies of all exception documents) and to the extent reasonably required by the Administrative Agent, any bringdowns or endorsements to the existing title insurance policies in favor of the Administrative Agent necessary to preserve the effectiveness of the Real Property Collateral and related title insurance; (J) a current Statement of Lease with respect to such Real Estate Asset; (K) with respect to any Eligible Property already owned by a new Subsidiary Guarantor, a copy of the Novation Agreements with each applicable Federal Agency or to the extent such Eligible Property is being acquired, any pre-novation assurance letters obtained by the applicable Subsidiary Guarantor, it being agreed that such Subsidiary Guarantor will request such assurance letters from each Federal Agency tenant (to be followed by the applicable Novation Letters following such Real Estate Asset becoming an Eligible Property hereunder within a time period satisfactory to the Administrative Agent); (L) a perfection certificate and/or supplements to any existing perfection certificates with respect to each such Eligible Property; (M) an opinion of counsel to the new Subsidiary Guarantor (including local counsel, as required by the Administrative Agent based on its jurisdiction of organization), addressed to the Administrative Agent and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent; (N) the deliverables described in Sections 6.1(a)(x) through (xiii) with respect to the new Subsidiary Guarantor unless any such item is waived by the Administrative Agent; (O) a Borrowing Base Certificate calculated as of the end of the then most recently ended Reference Period for which a Borrowing Base Certificate has been delivered pursuant to Section 9.4 (giving pro forma effect to the addition of such Eligible Property as a Borrowing Base Property and any other Borrowing Base Properties added since the end of such Reference Period); (P) a certificate signed by a Responsible Officer of the Borrower, certifying the following as of the effective date of such Borrowing Base Property Request approval, both immediately before and immediately after giving effect thereto: (1) that no Default or Event of Default exists, (2) that the representations and warranties made or deemed made by each Loan Party in the Loan Documents to which it is a party are true and correct in all material respects (or in all respects to the extent that such representations and warranties are already subject to concepts of materiality) on and as of such date with the same force and effect as if made on and as of such date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties are true and correct in such respects on and as of such earlier date), (3) that such Eligible Property satisfies the requirements of an “Eligible Property” set forth in the definition thereof and (4) that all of the financial covenants set forth in this Agreement have been satisfied (setting forth calculations demonstrating such compliance); (Q) Lien search results (consistent with Section 6.01(a)(xv)), to the extent requested by the Administrative Agent; (R) any fees payable to the Administrative Agent in connection with such Borrowing Base Property Request (including the reasonable fees, charges and disbursements of outside counsel to the Administrative Agent); (S) all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot USA PATRIOT Act, including any SS4 to the extent such documentation or information is requested by the Administrative Agent, a properly completed and signed IRS Form W-8 or W-9, as applicable, and the Certification of Beneficial Ownership for each such new Subsidiary Guarantor (together with an updated organizational structure chart); (T) [reserved]; (U) evidence that the Subsidiary Guarantor that is the owner of such Eligible Property has opened its operating account with the Administrative Agent or a Lender; (V) certificates of insurance and endorsements and other evidence reasonably satisfactory to the Administrative Agent of compliance with the insurance requirements of this Agreement; (W) unless not required by the Administrative Agent, a Negative Pledge Agreement in a form acceptable to the Administrative Agent (and in recordable form) providing that, among other things, the applicable Subsidiary Guarantor that owns such Eligible Property shall not grant any mortgages, Liens or encumbrances to any Person other than the Administrative Agent so long as such Eligible Property is a Borrowing Base Property; and (X) such other documents, agreements and instruments related to the approval or denial of the Borrowing Base Property Request as the Administrative Agent on behalf of the Lenders prior to may reasonably request. In connection with the Closing Date; and (viii) At least five (5) days prior to addition of the Closing Date, if the Borrower qualifies Eligible Property as a “legal entity customer” under Borrowing Base Property and the Beneficial Ownership Regulationexecution and delivery of the Collateral Documents, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. (b) The shall be responsible for any reasonable, actual out-of-pocket fees, costs or expenses incurred by Administrative Agent shall have received (including the fees payable pursuant reasonable fees, charges and disbursements of outside counsel to the Fee LettersAdministrative Agent); if applicable, any intangibles or transfer taxes; if applicable, any title insurance premiums; any recording charges or other amounts payable in connection with the recording of the Collateral Documents. (c) The following statements shall be true: (i) The representations and warranties contained in Section 4.01 are true and correct on and as of Closing Date; and (ii) No event has occurred and is continuing, or would result from the Borrower entering into the Agreement and the other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or both.

Conditions Precedent to Effectiveness. The effectiveness of this Agreement is subject to the satisfaction of each the following conditions precedent on or before such dateconditions: (a) The Administrative the Agent shall have received the following on behalf of each Lender (or before the Closing Datecertain Lenders, each dated such date (except for the Disclosure Documents)as indicated below) has received, in form and substance satisfactory to the Administrative Agent (or, in the case of (vi) and (except for vii) below, each of the notes described in paragraph (iLenders)) with one copy for each Lender, acting reasonably: (i) (A) This Agreement, a duly executed by each copy of this Agreement; (ii) a duly executed confirmation of the parties heretoaffiliate guarantee dated March 1, 2019 granted by Newfield Exploration Company to the Agent and the Lenders with respect to the “Outstandings” as defined therein; (Biii) a promissory note payable to each Lender certificate of the Guarantor confirming that requests one pursuant to Section 2.15, duly completed the Reorganization has been completed; (iv) a certified copy of the articles and executed by by-laws of the Borrower; (iiv) Certified copies a certified copy of the resolutions articles and by-laws of the governing body Guarantor; (vi) a certificate of existence under the laws of British Columbia in respect of the corporate existence of the Borrower; (vii) a certificate of existence under the laws of State of Delaware in respect of the corporate existence of the Guarantor; (viii) a certified resolution of the Board of Directors of the Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iiiix) A certificate a certified resolution of the Secretary or Board of Directors of the Guarantor with respect to this Agreement; (x) an Assistant Secretary incumbency certificate of the Borrower certifying (A) the names name and true signatures of the Borrower’s officers of the Borrower authorized to sign this Agreement and the other documents Loan Documents to be delivered hereunder; which the Borrower is a party; (Bxi) that attached thereto are true and correct copies an incumbency certificate of the organizational documents Guarantor certifying the name and true signatures of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of Guarantor’s officer authorized to sign this Agreement; (ivxii) Copies an opinion of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on Blake, ▇▇▇▇▇▇▇ or on & ▇▇▇▇▇▇▇ LLP, Canadian counsel to the Borrower’s website no later than Borrower and the third (3rd) Business Day immediately preceding Guarantor addressed to the Closing Date)Agent and each Lender; (vxiii) One or more favorable opinions of counsel (including the an opinion of in-house ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, U.S. counsel and special New York and Texas counsel) for the Borrower in form and substance satisfactory to the Administrative AgentGuarantor addressed to the Agent and each Lender; (vixiv) The Fee Letters duly executed by an opinion of Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Canada LLP, counsel to the Lenders, addressed to the Agent and each of the parties theretoLender; (viixv) All all such other agreements, certificates, declarations, opinions and other documents as are reasonably required by the Agent to confirm or establish the completion or satisfaction of the conditions to the Lenders’ obligations hereunder and of which the Borrower is advised in a timely manner; (xvi) a duly executed withdrawal letter from each of Export Development Canada and ICICI Bank Canada whereby they cease to be Lenders under and as defined in the Existing Credit Agreement; and (xvii) all documentation and other information required by regulatory authorities under regarding the Borrower or the Guarantor requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot ActAML Legislation, to the extent such documentation or information is requested by the Administrative Agent on behalf in writing of the Lenders Borrower at least 10 days prior to the Closing Effective Date; and (viiib) At least five (5) days the Borrower shall have paid to the Agent for the account of the Agent, the co-lead arrangers and the Lenders, as applicable, and in a timely manner, all upfront and arrangement fees required to be paid by the Borrower on or before the Effective Date in connection with this Agreement. Each Lender hereby authorizes the Agent to confirm to the Borrower on the Effective Date that the conditions precedent set forth in this Section 7.1 have been satisfied on or prior to the Closing Effective Date, if provided such Lender has not advised the Agent in writing prior to such Effective Date that such Lender is not satisfied that the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrowerhas complied with such conditions precedent. (b) The Administrative Agent shall have received the fees payable pursuant to the Fee Letters. (c) The following statements shall be true: (i) The representations and warranties contained in Section 4.01 are true and correct on and as of Closing Date; and (ii) No event has occurred and is continuing, or would result from the Borrower entering into the Agreement and the other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or both.

Conditions Precedent to Effectiveness. The effectiveness obligation of each Lender to enter into this Agreement is subject to the fulfillment, to the reasonable satisfaction of Agent and its counsel, of each of the following conditions precedent on or before such date:(unless otherwise waived by Agent and the Lenders): (a) The Administrative Agent shall have received a certificate from the Borrower certifying that Borrower’s closings of its Initial Capital Raise (as defined in the Subscription Agreements) have been consummated in accordance with the Subscription Agreements; (b) Agent shall have received the following Fee Letter, duly executed and delivered by Borrower and Agent, which shall be in full force and effect; (c) Agent shall have received the Management Fee Subordination Agreement, duly executed and delivered by Borrower, Adviser and Agent, which shall be in full force and effect; (d) Agent shall have received (i) the Security Agreement, duly executed and delivered by Borrower, which shall be in full force and effect, (ii) a UCC search with respect to Borrower from the Delaware Secretary of State, the results of which shall be reasonably satisfactory to Agent, and (iii) a UCC-1 financing statement naming Borrower as debtor in form and substance reasonably satisfactory to Agent; (e) Agent shall have received a promissory note, in form and substance reasonably satisfactory to Agent, duly executed by Borrower in favor of each Lender that requests a promissory note to evidence its Loans; (f) Agent shall have received a certificate of status with respect to Borrower dated within 20 days of the date of this Agreement, issued by the Secretary of State of the State of Delaware, which certificate shall indicate that Borrower is in good standing in such state; (g) Agent shall have received a true and correct copy of Borrower’s certificate of formation, certified by the Secretary of State of the State of Delaware within 20 days of the date of this Agreement; (h) Agent shall have received a true and correct copy of the other Governing Documents of Borrower and conversion documents of Borrower, certified by a Responsible Officer of Borrower as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (i) Agent shall have received a certificate by a Responsible Officer of Borrower (i) attesting to the resolutions of the board of directors of Borrower authorizing the execution, delivery, and performance on or before behalf of Borrower of this Agreement and the Closing Dateother Loan Documents to which Borrower is a party, each (ii) attesting to the resolutions of the board of directors of Borrower appointing Responsible Officers of Borrower, and (iii) attesting to the incumbency and signatures of the Responsible Officers of Borrower executing on behalf of Borrower this Agreement, the Security Agreement, the Fee Letter, and the other Loan Documents to which Borrower is a party; (j) Agent shall have received full payment of all of the reasonable out-of-pocket fees, costs, and expenses of Agent (including the reasonable fees and expenses of Agent’s counsel) actually incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement, the Security Agreement and the other Loan Documents; (k) Agent shall have received the written opinions, dated such the date (except for the Disclosure Documents)of this Agreement, of counsel to Borrower, in form and substance satisfactory to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each Lender: (i) (A) This Agreement, duly executed by each of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the Borrowerits counsel; (iil) Certified copies Agent shall have received a certificate executed by a Responsible Officer of Borrower to the resolutions effect that, as of the governing body of the Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies , among other things, the underlying assets of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower do not constitute Plan Assets of this Agreement; (iv) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower any ERISA Investor in form and substance satisfactory to the Administrative Agent; (vim) The Fee Letters duly executed by each of the parties thereto; (vii) All documentation and information 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 such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the Closing Date; and (viii) At least five (5) days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. (b) The Administrative Agent shall have received the fees payable pursuant a certificate executed by a Responsible Officer of Borrower to the Fee Letters. effect that Borrower has obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (cgovernmental or otherwise) The following statements shall be true: (i) The representations and warranties contained required in Section 4.01 are true and correct on and as connection with the Governing Documents of Closing Date; and (ii) No event has occurred and is continuingBorrower, or would result from the Borrower entering into the this Agreement and the other Loan Documents, as may be required in connection with the transaction contemplated by the Loan Documents; (n) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened in writing that constitutes could reasonably be expected to have a Material Adverse Effect; (o) Agent shall have received a Borrowing Base Certificate duly executed by Borrower and dated as of the Closing Date; (p) all customary due diligence on Borrower and its Subsidiaries shall have been completed by the Agent and the Lenders and the results of such due diligence shall be satisfactory to the Agent and the Lenders; (q) no information shall have become available which the Agent believes has had, or could reasonably be expected to have, a Material Adverse Effect; (r) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof (except to the extent that such representations and warranties solely relate to an earlier date); (s) no Event of Default or would constitute an Unmatured Event of Default shall have occurred and be continuing on the date hereof; (t) Agent shall have received Control Agreement(s), duly executed and delivered by Borrower, Agent and U.S. Bank National Association, which shall be in full force and effect; and (u) all other documents and legal matters in connection with notice the transactions contemplated by this Agreement shall have been delivered or lapse of time executed or bothrecorded and shall be in form and substance reasonably satisfactory to Agent and its counsel.

Conditions Precedent to Effectiveness. (a) The effectiveness of this Agreement Amendment, including the obligation of each Tranche B Term Lender to make, or exchange its Original Initial Term Loans for, its Tranche B Term Loans (including to make its Supplemental Tranche B Term Loans), is subject to the satisfaction or waiver of each the following conditions precedent on (the date of such satisfaction or before waiver of such date:conditions being referred to herein as the “Second Amendment Effective Date”; the time of such satisfaction or waiver of such conditions being referred to herein as the “Second Amendment Effective Time”): (a1) The the Parent Borrower, the OpCo Borrower, the Administrative Agent, the Collateral Agent shall and the Tranche B Term Lenders have received the following on or before the Closing Date, each dated such date (except for the Disclosure Documents), in form and substance satisfactory delivered a duly executed counterpart of this Amendment to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each Lender: (i) (A) This Agreement, duly executed by each of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the Borrower; (ii) Certified copies of the resolutions of the governing body of the Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrowerwhich, in each the case as of Exchanging Initial Term Loan Lenders, may be in effect on the Closing Date; and (C) that attached thereto are true and correct copies form of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreement; (iv) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Datean Existing Lender Signature Page); (v2) One or more favorable opinions each Guarantor shall have delivered a duly executed counterpart of counsel the acknowledgment and consent attached to this Amendment (including the opinion of in-house counsel and special New York and Texas counsel“Acknowledgment”) for the Borrower in form and substance satisfactory to the Administrative Agent; (vi3) The Fee Letters duly executed by each of the parties thereto; (vii) All documentation and information 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 such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the Closing Date; and (viii) At least five (5) days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. (b) The Administrative Agent shall have received (A)(i) true and complete copies of resolutions of the fees payable board of directors or a duly authorized committee thereof of each of the Loan Parties approving and authorizing the execution, delivery and performance of this Amendment and the performance of the Credit Agreement as amended by this Amendment and (ii) incumbency and the signature of authorized signatories, in each case, certified as of the Second Amendment Effective Date by a Responsible Officer, secretary or assistant secretary of the Borrowers as being in full force and effect without modification or amendment and (B) a good standing certificate (or the equivalent thereof) for each of the Loan Parties from its jurisdiction of formation; (4) the Administrative Agent shall have received a certificate, in form and substance reasonably satisfactory to the Administrative Agent, of the Parent Borrower dated as of the Second Amendment Effective Date signed by a Responsible Officer of the Parent Borrower certifying as to the matters set forth in clauses (5) and (6) below; (5) each of the representations and warranties made by any Loan Party pursuant to the Fee Letters. (c) The following statements shall Credit Agreement and any other Loan Document to which it is a party shall, except to the extent that they relate to a particular date, be true: (i) The representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of Closing the Second Amendment Effective Date as if made on and as of such date; (6) no Default or Event of Default shall have occurred and be continuing on the Second Amendment Effective Date after giving effect to the effectiveness of this Amendment; (7) the Parent Borrower shall have delivered to the Administrative Agent and the Lenders an opinion from each of (i) Debevoise & ▇▇▇▇▇▇▇▇ LLP, as New York counsel for the Loan Parties and (ii) ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., as Delaware counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent and dated as of the Second Amendment Effective Date; (8) JPM, as a Lead Arranger in connection with the Tranche B Term Loans, shall have received all fees and expenses (including legal expenses) related to the Tranche B Term Loans to the extent due and invoiced at least two (2) Business Days prior to the Second Amendment Effective Date (which may be offset against the proceeds thereof); and (ii9) No event has occurred and with respect to the Tranche B Term Loans, the Administrative Agent shall have received a notice of such Borrowing as required by Subsection 2.3 of the Credit Agreement (or such notice shall have been deemed given in accordance with Subsection 2.3 of the Credit Agreement); and (10) the outstanding principal amount of the Original Initial Term Loans of each Existing Initial Term Loan Lender that is continuingnot an Exchanging Initial Term Loan Lender shall be repaid in full in cash, including all accrued interest thereon, on or prior to the Second Amendment Effective Date. The making of, or would result from exchange of Original Initial Term Loans for, Tranche B Term Loans by the Borrower entering into Tranche B Term Lenders (including the Agreement and the other Loan Documentsmaking of its Supplemental Tranche B Term Loans) shall, that constitutes an Event of Default or would in each case, conclusively be deemed to constitute an Event acknowledgment by the Administrative Agent and each Tranche B Term Lender that each of Default the conditions precedent set forth herein shall have been satisfied in accordance with notice its respective terms or lapse of time or bothshall have been irrevocably waived by such Person.

Conditions Precedent to Effectiveness. The effectiveness of this Agreement the Loan Documents is subject to satisfaction of the condition precedent that Collateral Agent and each the following conditions precedent on Lender shall consent to or before such date: (a) The Administrative Agent shall have received the following on or before the Closing Date, each dated such date (except for the Disclosure Documents)received, in form and substance satisfactory to the Administrative Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (except a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of [***] 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. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. INFORMATION THAT HAS BEEN OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE ▇▇▇▇ “[***]”. organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (f) the Annual Projections, for the notes described current calendar year; (g) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in paragraph a form acceptable to Collateral Agent and the Lenders; (i)h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with one copy for each Lender:the initial Credit Extension, will be terminated or released; (i) (A) This Agreement, duly a landlord’s consent executed by each in favor of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the Borrower; (ii) Certified copies of the resolutions of the governing body of the Borrower approving this Agreement, and Collateral Agent in respect of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreement; (iv) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ’s leased location at ▇▇▇▇ ▇. ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date)▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; (vj) One or more favorable opinions a duly executed legal opinion of counsel (including to Borrower dated as of the opinion of in-house counsel and special New York and Texas counsel) for the Borrower in form and substance satisfactory to the Administrative AgentEffective Date; (via) The Fee Letters duly executed evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by each Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the parties Lenders; (b) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (viic) All documentation a payoff letter in respect of the Existing Indebtedness; (d) evidence that (i) the Liens securing the Existing Indebtedness will be terminated and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations(ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the Patriot Actinitial Credit Extension, to the extent such documentation or information is requested by the Administrative Agent on behalf be terminated; (e) payment of the Lenders prior to the Closing Date; and (viii) At least five (5) days prior to the Closing Date, if the Borrower qualifies fees and Lenders’ Expenses then due as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. (b) The Administrative Agent shall have received the fees payable pursuant to the Fee Letters. (c) The following statements shall be true: (i) The representations and warranties contained specified in Section 4.01 are true and correct on and as of Closing Date; and (ii) No event has occurred and is continuing, or would result from the Borrower entering into the Agreement and the other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or both2.5 hereof.

Conditions Precedent to Effectiveness. The effectiveness of this Agreement is and the obligation of Lender to make the initial Loan under this Agreement and to issue any Letter of Credit shall be subject to the prior satisfaction of each of the following conditions precedent on or before such dateconditions: (a) The Administrative Agent Lender shall have received each of the following on or before the Closing Date, each dated such date (except for the Disclosure Documents)following, in form and substance satisfactory to the Administrative Agent Lender and (except for the notes described in paragraph (i)) with one copy for each Lenderits counsel: (i) (A) This Agreement, this Agreement duly executed and delivered by each of the parties heretoObligors; (B) the Revolving Loan Note duly executed and delivered by Zygo; and (C) the Construction Loan Note duly executed and delivered by ZTO; (ii) a Guaranty Agreement duly executed and delivered by each Guarantor; (iii) the Security Documents to which any Obligor is a party, duly executed and delivered by such Obligor securing the payment and performance of its Obligations, together with: (A) copies of UCC-1 financing statements duly filed or to be duly filed against each Obligor, as debtor, under the Uniform Commercial Code of all jurisdictions desirable, in the opinion of Lender, to perfect the security interest created by the Security Agreements, and (B) a promissory note payable copies of all of the UCC-1 financing statements (and, where applicable, related Form UCC-3s) on file with respect to each Obligor, as of dates acceptable to Lender, in all jurisdictions in which Collateral is or may be located, indicating as of the date hereof that no Person other than Lender that requests one pursuant to Section 2.15, duly completed and executed by has a Lien on any of the BorrowerCollateral; (iiiv) Certified the Mortgage duly executed and delivered by ZTO; (v) copies of all corporate and company action taken by each of the Obligors, including resolutions of their Boards of Directors and/or members, as the governing body case may be, authorizing the execution, delivery, and performance of the Borrower approving Loan Documents to which it is a party and each other document to be delivered pursuant to this Agreement, and certified as of all documents evidencing other necessary limited liability company action with respect to the date of this AgreementAgreement by the Secretary and/or managing member of each such Obligor, as the case may be; (iiivi) A certificate a certificate, dated as of the date of this Agreement, of the Secretary or an Assistant Secretary and/or Managing Member of each Obligor, as the Borrower case may be, certifying (A) the names and true signatures of the officers each officer or member of the Borrower each such Obligor whom has been authorized to sign this Agreement the Loan Documents to which each such Obligor is a party and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in by each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of such Obligor under this Agreement; (ivvii) Copies a favorable opinion of independent counsel for the Obligors satisfactory to Lender, dated the date of this Agreement which shall include, without limitation, a zoning compliance opinion; (viii) title insurance policies in such amounts and on such terms as are satisfactory to Lender in its sole but reasonable discretion which insures the lien and priority of the Mortgage on the Westborough Property; (ix) an ALTA Standard Survey of the Westborough Property; (x) the certificates of incorporation or articles of organization (certified by the Secretary of the State of the state of organization) and bylaws or operating agreement, as applicable, of each Obligor; (xi) a Certificate of Legal Existence issued by the Secretary of State of the states of organization and qualification of each Obligor, evidencing that each such Obligor is a corporation or limited liability company, as the case may be, legally existing in the state of its organization and in each state where it is qualified to do business; (xii) tax clearance letters (Sales and Use, Corporate and Labor) from the Department of Revenue or similar taxing Governmental Authority relating to each Obligor; (xiii) the completion by the Lender of a Planning Cost Evaluation, an appraisal and an environmental site assessment of the Westborough Property each of which shall show results which are satisfactory to the Lender in its sole and absolute discretion; (xiv) all other documents, instruments and agreements that the Lender shall reasonably require in connection with this Agreement, including, without limitation, architect's and general contractors waivers and consents, final project plans and specifications, general contractor's insurance, approved site plans, building permits and other governmental approvals and permits, pro forma budgets, certificates of occupancy, zoning compliance letters, and copies of all hazard and liability insurance policies naming Lender as loss payee/mortgagee and additional insured on all insurance relating to the Disclosure Documents Westborough Property; and (it being agreed that such Disclosure Documents will xv) the Commitment Fee in immediately available funds. (b) All representations and warranties contained in this Agreement shall be true and correct in all material respects. Except as otherwise agree to in writing by the Lender and the Obligors, upon the funding or issuance by the Lender of the initial Loan or Letter of Credit hereunder, the conditions precedent set forth in this Section 3.1 shall be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower in form and substance satisfactory to the Administrative Agent; (vi) The Fee Letters duly executed by each of the parties thereto; (vii) All documentation and information 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 such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the Closing Date; and (viii) At least five (5) days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrowerfully satisfied. (b) The Administrative Agent shall have received the fees payable pursuant to the Fee Letters. (c) The following statements shall be true: (i) The representations and warranties contained in Section 4.01 are true and correct on and as of Closing Date; and (ii) No event has occurred and is continuing, or would result from the Borrower entering into the Agreement and the other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or both.

Conditions Precedent to Effectiveness. The effectiveness of this This Agreement is subject to shall be effective on the date hereof upon the satisfaction of each all of the following conditions precedent on or before such dateset forth below: (a) The the Administrative Agent shall have received copies of this Agreement duly executed by the following on or before Company, the Closing DateMerger Sub, each dated such date the Guarantors and the Incremental Lenders; (except for b) the Disclosure Documents)conditions to increasing the Aggregate Revolving A Commitments set forth in Section 2.18(a)(v) of the Credit Agreement shall have been satisfied; (c) the conditions to increasing the Aggregate Revolving B Commitments set forth in Section 2.18(b)(v) of the Credit Agreement shall have been satisfied; (d) the conditions to the making of the Incremental Term A-1 Loan and the Incremental Term A-2 Loan set forth in Section 2.18(c)(x) of the Credit Agreement shall have been satisfied; (e) the Canadian Borrower shall have been added as a Borrower under the Credit Agreement in accordance with Section 2.16 of the Credit Agreement, in form and substance satisfactory solely with respect to the Incremental Term A-2 Loan; (f) the Administrative Agent shall have received favorable opinions of legal counsel to the Credit Parties, addressed to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each Lender:, dated as of the date hereof; (g) the Administrative Agent shall have received a certificate from an Authorized Officer of the Company certifying that the Alpha Acquisition shall have been consummated substantially concurrently with the advance of the Incremental Term A-1 Loan and the Incremental Term A-2 Loan in accordance with the Acquisition Agreement; (h) the Company shall have delivered to the Administrative Agent a copy of the Acquisition Agreement, certified by an Authorized Officer of the Company to be true and correct as of the date hereof; (i) the Company shall have paid all fees and expenses related to the Incremental Term A-1 Loan, the Incremental Term A-2 Loan, the Revolver A Increase and the Revolver B Increase required to be paid on or before the date hereof (Ato the extent invoiced at least two (2) This Agreement, duly executed by each of the parties hereto, and Business Days (B) a promissory note payable or such lesser time as agreed to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the Borrower; (iiCompany) Certified copies of prior to the resolutions of the governing body of the Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreement; (iv) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Datedate hereof); (vi) One or more favorable opinions of counsel the Credit Parties shall have provided (including at least three (3) Business Days before the opinion of in-house counsel and special New York and Texas counseldate hereof) for the Borrower in form and substance satisfactory to the Administrative Agent; (vi) The Fee Letters duly executed by each of Agent and the parties thereto; (vii) All Incremental Lenders the documentation and other information required requested by regulatory authorities under the Administrative Agent and the Incremental Lenders in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot ActPATRIOT Act and the Canadian AML Acts, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the Closing Date; and in writing at least ten (viii) At least five (510) days prior to the Closing Datedate hereof and (ii) at least 3 days prior to the date hereof, if the a Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, such Borrower shall deliver, to each Incremental Lender that shall have made such request in writing at least 10 days prior to the Borrower must deliver date hereof, a Beneficial Ownership Certification in relation to such Borrower.; (bk) The Administrative Agent the Company shall have received prepay any Revolving A Loans outstanding on the fees payable date hereof (and pay any additional amounts required pursuant to Section 3.05 of the Fee Letters. (cCredit Agreement) The following statements shall be true: (i) The representations and warranties contained in Section 4.01 are true and correct to the extent necessary to keep the Revolving A Loans outstanding on and as of Closing Datethe date hereof ratable with any revised Revolving A Commitments after giving effect to this Agreement; and (iil) No event has occurred the Company shall prepay any Revolving B Loans outstanding on the date hereof (and is continuing, or would result from pay any additional amounts required pursuant to Section 3.05 of the Borrower entering into Credit Agreement) to the Agreement and extent necessary to keep the other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default Revolving B Loans outstanding on the date hereof ratable with notice or lapse of time or bothany revised Revolving B Commitments after giving effect to this Agreement.

Conditions Precedent to Effectiveness. The effectiveness This Amendment shall be effective on the date (the “Eighth Amendment Effective Date”) when each of this Agreement is subject to satisfaction of each the following conditions precedent on or before such dateshall have been satisfied in the sole discretion of Administrative Agent: (ai) The Each of the Credit Parties and the Lenders shall have delivered to Administrative Agent shall have received executed counterparts of this Amendment; (ii) Delivery to Administrative Agent, for the following on or before the Closing Datebenefit of each Lender, a fee in an amount equal to 0.25% multiplied by each such Lender’s Revolving Loan Commitment; (iii) Delivery to Administrative Agent of duly executed Assignment Agreements, each dated as of the date hereof, by and between: (A) JPMorgan Chase Bank, N.A., as assignor, and GE Capital, as assignee; (B) CIT Group/Business Credit, Inc., as assignor, and GE Capital, as assignee; (C) UBS Loan Finance LLC, as assignor, and GE Capital, as assignee; (D) Wachovia Bank, National Association, as assignor, and GE Capital, as assignee; and (E) Bank of America, N.A., as assignor, and GE Capital, as assignee; (iv) Delivery to Administrative Agent of a duly executed Third Amended and Restated Revolving Note of GE Capital from Borrower reflecting the revised Revolving Loan Commitment of GE Capital and dated as of the date hereof; (v) Delivery to Administrative Agent of a fully executed amendment to the Term Loan Agreement pursuant to which the current maturity date of April 1, 2008 thereunder shall have been extended to a date no earlier than July 1, 2008; (vi) Delivery to Administrative Agent and the Lenders of (A) a purchase agreement in final form governing the sale of certain assets of the Borrower (separately disclosed by the Borrower to Administrative Agent and the Lenders on the date hereof) to an unaffiliated third-party buyer (the “Buyer”) (the “Designated Asset Sale”) for total cash consideration of not less than the amount separately disclosed by the Borrower to Administrative Agent and the Lenders on the Eighth Amendment Effective Date as the anticipated amount of such date consideration, and on other terms and conditions reasonably satisfactory to Administrative Agent and (except B) a letter from the Buyer addressed to the Borrower confirming such purchase agreement to be in final form, on terms and conditions satisfactory to Administrative Agent. The Borrower hereby agrees that if the closing of the Designated Asset Sale occurs prior to any refinancing of the Term Loans, the Net Cash Proceeds (as defined in the Term Loan Agreement) from the Designated Asset Sale shall be applied to prepay the Term Loans as provided in Section 2.06(b) of the Term Loan Agreement; (vii) Delivery to Administrative Agent and each Lender of a financial plan calculating the Borrowing Availability projections weekly for the Disclosure Documents)Fiscal Months March 2008 and April 2008, in form and substance satisfactory to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each Lender: (i) (A) This Agreement, duly executed by each of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the BorrowerAgent; (iiviii) Certified copies Delivery to Administrative Agent of the resolutions of the governing body of the Borrower approving this Agreementa duly executed fee letter, and of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreement; (iv) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower in form and substance satisfactory to the Administrative Agent; (vi) The Fee Letters duly executed by each of the parties thereto; (vii) All documentation and information 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 such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the Closing Date; and (viiiix) At least five (5) days prior Delivery to the Closing DateAdministrative Agent of such additional agreements, documents or instruments, if the Borrower qualifies any, as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. (b) The Administrative Agent shall have received the fees payable pursuant to the Fee Lettersmay reasonably request. (c) The following statements shall be true: (i) The representations and warranties contained in Section 4.01 are true and correct on and as of Closing Date; and (ii) No event has occurred and is continuing, or would result from the Borrower entering into the Agreement and the other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or both.

Conditions Precedent to Effectiveness. The effectiveness amendments contained in Article 2 of this Agreement is subject to satisfaction of each Amendment shall not be effective until the date (such date, the “Amendment Effective Date”) that the following conditions precedent on have been satisfied or before such datewaived by the Supermajority Lenders: (a) The Administrative Agent shall have received copies of this Amendment executed by the following on Borrower and the Supermajority Lenders, and acknowledged by the Administrative Agent and the Collateral Agent. (b) The Borrowers shall have paid all fees, costs and expenses of the Administrative Agent, the Collateral Agent and the Lenders incurred in connection with the execution and delivery of this Amendment (including third-party fees and out-of-pocket expenses of the Lenders’ counsel and fees of Collateral Agent’s counsel and other advisors or before consultants retained by the Closing Administrative Agent). (c) The Administrative Agent shall have received a certificate of a Responsible Officer of each Loan Party, dated the Amendment Effective Date, certifying the matters set forth in Section 2.15(e) of the Credit Agreement, in form and substance acceptable to the Administrative Agent. (d) The Administrative Agent shall have received a certificate of a Responsible Officer of each Loan Party dated the Amendment Effective Date, in form and substance acceptable to the Administrative Agent, attaching and certifying as true, correct and complete: (i) the Organization Documents of each Loan Party (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), (ii) the resolutions or other authorizations of the governing body of each Loan Party certified as being in full force and effect on the Amendment Effective Date, authorizing the execution, delivery and performance of this Amendment and any instruments or agreements required hereunder, (iii) a certificate of good standing, existence or its equivalent of each Loan Party certified as of a recent date by the appropriate Governmental Authority and (except iv) the incumbency (including specimen signatures) of the Responsible Officers of each Loan Party. (e) The Administrative Agent shall have received an opinion or opinions of counsel for the Disclosure Documents)Loan Parties, dated the Amendment Effective Date and addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent. (f) The Administrative Agent and the Collateral Agent shall have received a Borrowing Base Certificate dated as of the Amendment Effective Date substantially in the form attached hereto as Annex II, calculated as of the close of business for fiscal month ending April 30, 2016, appropriately completed, duly certified by a Responsible Officer that is the chief executive officer, chief financial officer, treasurer or controller of the Borrowers. (g) NY Green Bank shall have delivered to the Borrowers and the Administrative Agent a duly executed joinder agreement, pursuant to which it shall become a Lender under the Credit [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Agreement with a Commitment of [***], in form and substance satisfactory to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each Lender: (i) (A) This Agreement, duly executed by each of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the Borrower; (ii) Certified copies of the resolutions of the governing body of the Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreement; (iv) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of counsel (including the opinion of in-house counsel and special New York and Texas its counsel) for the Borrower in form and substance satisfactory to the Administrative Agent; (vi) The Fee Letters duly executed by each of the parties thereto; (vii) All documentation and information 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 such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the Closing Date; and (viii) At least five (5) days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. (bh) The Administrative Agent shall have received from NY Green Bank immediately available funds in the fees payable pursuant amount of [***] and from Silicon Valley Bank immediately available funds in the amount of [***], to be applied by the Fee Letters. (c) The following statements shall be true:Administrative Agent to make the partial prepayments set forth on Schedule A. (i) The representations and warranties contained Borrowers shall have delivered or caused to be delivered any other customary documents as reasonably requested by the Administrative Agent in Section 4.01 are true and correct on and as of Closing Date; and (ii) No event has occurred and is continuingconnection with this Amendment, or would result from the Borrower entering into the Agreement NYGB Increase and the other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or bothSVB Increase.

Conditions Precedent to Effectiveness. The effectiveness of this Agreement is subject to This Fourth Supplemental Indenture shall be effective upon the satisfaction of each of the following conditions precedent on or before such dateconditions: (a) The Administrative Agent Trustee shall have received the following on or before the Closing Date, each dated such date (except for the Disclosure Documents), in form and substance satisfactory to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each Lender: (i) (A) This Agreementthis Fourth Supplemental Indenture, duly executed by each of the parties heretoIssuer, the Company, the Guarantor, the Pledgor, and the Trustee, and (Bii) a promissory note payable to each Lender that requests one pursuant to Section 2.15the Direction and Indemnity, duly completed and executed by the Borrower;Guarantor in its capacity as Majority Holders. (iib) Certified copies The representations and warranties of the resolutions Company Parties contained herein shall be true and correct in all material respects (without duplication of any materiality qualifier), and there shall exist no Default or Event of Default, in each case after giving effect to this Fourth Supplemental Indenture (and the Trustee shall have received a certificate of an Authorized Representative of the governing body Company, the Guarantor and the Pledgor certifying as to the matters set forth in this clause (b)). (c) The representations and warranties of the Borrower approving this Agreement, Issuer contained herein shall be true and of correct in all documents evidencing other necessary limited liability company action with respect to this Agreement; material respects (iii) A and the Trustee shall have received a certificate of the Secretary Issuer certifying as to the matters set forth in this clause (c)). (d) The Trustee shall have received an Officer’s Certificate and opinion of Independent Counsel covering such matters as required pursuant to the Indenture and such other matters as are reasonably requested by the Trustee or an Assistant Secretary the Majority Holders. (e) The Trustee shall have received a customary legal opinion of ▇▇▇▇▇ Lord LLP, counsel to the Company Parties, in form and substance reasonably satisfactory to the Trustee and the Majority Holders. (f) The Company shall have reimbursed the Trustee for all reasonable and documented out-of-pocket costs and expenses, including the reasonable fees and disbursements of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP in connection with the review and execution of this Fourth Supplemental Indenture. (g) The Trustee shall have received a certificate of the Borrower secretary or assistant secretary of each of the Company, the Guarantor and the Pledgor, certifying (A) that attached thereto is a true and complete copy of each organizational document of such applicable party certified (to the names and true signatures extent applicable) as of a recent date by the Secretary of State of the officers state of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; its organization, (B) that attached thereto are is a true and correct copies complete copy of resolutions duly adopted by the organizational documents Board of Directors (or equivalent governing body) of such applicable party authorizing the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreement; (iv) Copies of all the Disclosure Documents (it being agreed Fourth Supplemental Indenture and that such Disclosure Documents will be deemed resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to have been the incumbency and specimen signature of each officer executing this Fourth Supplemental Indenture or any other document delivered under in connection herewith on behalf of such applicable party (together with a certificate of another officer as to the incumbency and specimen signature of the secretary or assistant secretary executing the certificate required by this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Dateg);). (vh) One or more favorable opinions of counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower in form and substance satisfactory The Trustee shall have received a certificate as to the Administrative Agent; good standing (vi) The Fee Letters duly executed by each of the parties thereto; (vii) All documentation and information 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 such documentation or information concept is requested by legally recognized in the Administrative Agent on behalf applicable jurisdiction) of each of the Lenders prior to the Closing Date; and (viii) At least five (5) days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership RegulationCompany, the Borrower must deliver Guarantor and the Pledgor (in so-called “long-form” if available) as of a Beneficial Ownership Certification in relation to Borrowerrecent date, from the Secretary of State of the state of its organization. (b) The Administrative Agent shall have received the fees payable pursuant to the Fee Letters. (c) The following statements shall be true: (i) The representations and warranties contained in Section 4.01 Trustee shall have received a certificate of the Issuer covering such matters as are true and correct on and as of Closing Date; and (ii) No event has occurred and is continuing, reasonably requested by the Trustee or would result from the Borrower entering into the Agreement and the other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or bothMajority Holders.

Conditions Precedent to Effectiveness. The effectiveness of This Agreement shall become effective and the Existing Credit Agreement shall be amended and restated as provided in this Agreement is subject to satisfaction of each on the date the following conditions precedent on or before such date:are met ("Effective Date"): (a) The Borrower, each Bank, and the Administrative Agent shall have duly and validly executed originals of this Agreement and delivered them to the Administrative Agent; (b) The Administrative Agent shall have received the following on or before duly executed by all the Closing Date, each dated such date (except for the Disclosure Documents)parties thereto, in form and substance satisfactory to the Administrative Agent and Agent, (except for the notes described Notes) in paragraph (i)) with one copy sufficient copies for each LenderBank: (i) the Tranche A Notes, the Tranche B Notes and the Competitive Advance Notes dated as of the Effective Date payable to the order of each of the Banks, respectively; (Aii) This Agreement, duly a Guaranty executed by each of the parties heretoBorrower's Subsidiaries (other than its Nonprofit Subsidiaries and LCA Insurance Co., Ltd.); (iii) a certificate from the Chief Executive Officer, President, Chief Financial Officer, or Treasurer of the Borrower dated as of the Effective Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed no Default has occurred and executed by the Borroweris continuing; (iiiv) Certified copies copies, each certified as of the date of this Agreement by a Secretary or Assistant Secretary of the Borrower and each Guarantor (A) of the resolutions of the governing body Board of Directors of the Borrower approving this Agreementor such Guarantor, as the case may be, and authorizing the execution and delivery of all documents evidencing other necessary limited liability company action with respect each Credit Document to this Agreementwhich such Person is a party and (B) of the certificate of incorporation and bylaws of the Borrower or such Guarantor, as the case may be; (iiiv) A a certificate of the Secretary or an Assistant Secretary of the Borrower and each Guarantor dated as of the date of this Agreement certifying (A) as of such date the names and true signatures of the officers of the Borrower or such Guarantor, as the case may be, authorized to sign this Agreement and the other documents Credit Documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreementwhich such Person is a party; (ivvi) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more a favorable opinions of counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Associate General Counsel to the Borrower and the Guarantors, dated as of the Effective Date, in form and substance satisfactory to the Administrative Agent; (vi) The Fee Letters duly executed by each of the parties thereto;; and (vii) All documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationssuch other documents, including without limitation the Patriot Actgovernmental certificates, to the extent such documentation or information is requested by agreements, licenses, lien searches as the Administrative Agent on behalf of the Lenders prior to the Closing Date; and (viii) At least five (5) days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. (b) The Administrative Agent shall have received the fees payable pursuant to the Fee Lettersor any Bank may reasonably request. (c) The following statements Borrower shall have paid to the Administrative Agent for its account and the account of the Documentation Agent and the Syndication Agent the fees and expenses required by Section 2.04(b) to be true:paid as of the Effective Date. (id) No Default or Event of Default shall have occurred and be continuing. (e) The representations and warranties contained in Article IV and in Section 4.01 are 6 of the Guaranties shall be true and correct on and as of Closing Date; and (ii) No event has occurred and is continuing, or would result from the Borrower entering into the Agreement and the other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or bothin all material respects.

Conditions Precedent to Effectiveness. The effectiveness This Amendment shall become effective on April 19, 2016 (the “Fifth Amendment Effective Date”), if each of this Agreement is subject to satisfaction of each the following conditions precedent shall have been satisfied on or before prior to such date: (a) The Administrative Agent shall have received ; provided that if the following on conditions are not satisfied by April 19, 2016, this Amendment shall not become effective and shall be of no force or before the Closing Date, each dated such date (except for the Disclosure Documents), in form and substance satisfactory effect with respect to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each LenderCredit Agreement: (i) (A) This Agreement, duly executed by each of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the Borrower; (ii) Certified copies of the resolutions of the governing body of the Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in the Administrative Agent, each case as in effect on Issuing Lender and the Closing Date; Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreement; (iv) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to shall have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of counsel (including by way of facsimile, pdf or other electronic transmission) the opinion of in-house counsel and special New York and Texas counsel) for the Borrower in form and substance satisfactory same to the Administrative Agent; (viii) The Fee Letters duly executed by the Administrative Agent shall have received a favorable customary legal opinion of ▇▇▇▇▇ Day, counsel to the Credit Parties, addressed to the Administrative Agent and each of the parties theretoLenders party to the Credit Agreement on the Fifth Amendment Effective Date and dated the Fifth Amendment Effective Date covering such matters incidental to this Amendment and the transactions contemplated hereby as the Administrative Agent may reasonably request; (iii) the Administrative Agent shall have received (A) true and complete copies of resolutions of the board of directors of the Borrower approving and authorizing the execution, delivery and performance of the Credit Agreement and the Credit Documents, in each case as modified by this Amendment, certified as of the Fifth Amendment Effective Date by an Authorized Representative and attested to by another Authorized Representative of the Borrower as being in full force and effect without modification or amendment and (B) good standing certificates for the Borrower from the jurisdiction in which the Borrower is organized; (iv) all of the representations and warranties made pursuant to Section 3 hereof shall be true and correct in all material respects on the Fifth Amendment Effective Date, both before and after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the Fifth Amendment Effective Date (it being understood and agreed that (x) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date and (y) any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such specified date); (v) since January 2, 2016, nothing shall have occurred (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known) which the Administrative Agent or the Required Lenders shall determine has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; (vi) no litigation by any entity (private or governmental) shall be pending or threatened in writing with respect to the Credit Agreement, any other Credit Document or any other documentation executed in connection herewith and therewith or the transactions contemplated hereby and thereby, or which the Administrative Agent shall determine has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; (vii) All documentation the Borrower shall have paid all reasonable and information required by regulatory authorities under applicable “know your customer” and antidocumented out-money laundering rules and regulations, including without limitation the Patriot Act, to the extent such documentation or information is requested by of-pocket expenses of the Administrative Agent on behalf required to be paid or reimbursed pursuant to Section 13.01 of the Lenders prior Credit Agreement, including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent; (viii) substantially simultaneously with the Fifth Amendment Effective Date, (x) that certain Second Amendment to Credit Agreement in respect of the 2013 Credit Agreement, dated of even date herewith, and (y) the 2016 Term Loan Credit Agreement, dated of even date herewith, in each case, in form and substance reasonably satisfactory to the Closing DateAdministrative Agent, shall have become effective pursuant to their respective terms; and (viiiix) At least five (5) days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. (b) The Administrative Agent shall have received the fees payable pursuant to the Fee Letters. (c) The following statements shall be true: (i) The representations and warranties contained in Section 4.01 are true and correct on and as of Closing Date; and (ii) No event has occurred and is continuingsuch other documents, information or would result from agreements regarding the Borrower entering into as the Agreement and the other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or bothAdministrative Agent shall reasonably request.

Conditions Precedent to Effectiveness. The effectiveness This Agreement shall become effective on and as of this Agreement is subject to satisfaction of each the first date on which the following conditions precedent on or before such date:have been satisfied (the "Effective Date"): (a1) The receipt by the Administrative Agent shall have received from each of the following parties hereto of either (i) a duly executed counterpart of this Agreement signed by such party or (ii) a facsimile transmission stating that such party has duly executed a counterpart of this Agreement and sent such counterpart to the Administrative Agent; (2) receipt by the Administrative Agent of either (i) a duly executed counterpart of each of the Loan Documents signed by each of the parties thereto or (ii) a facsimile transmission stating that such party has duly executed a counterpart of such Loan Document and sent such counterpart to the Administrative Agent; (3) receipt by the Administrative Agent of an opinion (together with any opinions of local counsel relied on or before therein) of Trou▇▇▇▇ ▇▇▇d▇▇▇, ▇▇unsel for the Closing Borrower and the Guarantors, dated as of the Effective Date, each dated substantially in the form and substance delivered by such date counsel in connection with the Original Agreement and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent or any Lender may reasonably request; (except 4) receipt by the Administrative Agent of an opinion of Jone▇, ▇▇y, Reav▇▇ & ▇ogu▇, ▇▇ecial counsel for the Disclosure DocumentsAdministrative Agent, dated as of the Effective Date, substantially in the form of Exhibit C hereto and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request; (5) receipt by the Administrative Agent of a certificate (the "Closing Certificate"), dated the Effective Date, substantially in the form of Exhibit D hereto, signed by a principal financial officer of the Borrower, to the effect that (i) no Default has occurred and is continuing on the Effective Date and (ii) the representations and warranties of the Borrower contained in Article IV are true on and as of the Effective Date; (6) receipt by the Administrative Agent of all documents which the Administrative Agent or any Lender may reasonably request relating to the existence of the Borrower and each Guarantor, the corporate authority for and the validity of this Agreement, the Guaranty and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each Lender: (i) (A) This AgreementAgent, duly executed by each including without limitation a certificate of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the Borrower; (ii) Certified copies of the resolutions of the governing body incumbency of the Borrower approving this Agreementand each Guarantor (the "Officer's Certificate"), and of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iii) A certificate of signed by the Secretary or an Assistant Secretary of the Borrower or each Guarantor, substantially in the form of Exhibit E hereto, certifying (A) as to the names and names, true signatures and incumbency of the officer or officers of the Borrower or each Guarantor authorized to sign execute and deliver the Loan Documents to which the Borrower or each Guarantor is a party, and certified copies of the following items: (i) the Certificate or Articles of Incorporation of the Borrower and each Guarantor, (ii) the Bylaws of the Borrower and each Guarantor, (iii) a certificate of the Secretary of State of the State of Delaware as to the good standing of the Borrower as a Delaware corporation and similar certificates for each Guarantor from its jurisdiction of incorporation, and (iv) the action taken by the Board of Directors of the Borrower and each Guarantor authorizing the Borrower's and Guarantors' execution, delivery and performance of this Agreement and the other documents Loan Documents to be delivered hereunder; which the Borrower and each Guarantor is a party; (B7) that attached thereto are true and correct copies receipt by the Administrative Agent from each of the organizational documents Guarantors as of the Borrower, in Effective Date of a duly executed counterpart of the Guaranty signed by such Guarantor and from the Borrower and each case of the Guarantors as in effect on of the Closing Date; and (C) that attached thereto are true and correct copies Effective Date of all governmental and regulatory authorizations and approvals (if any) required for a duly executed counterpart of the due execution, delivery and performance Contribution Agreement signed by the Borrower and such Guarantors; (8) receipt by the Administrative Agent of this the commitment fee pursuant to Section 2.06(a) and other fees payable on the Effective Date in accordance with the Administrative Agent's Letter Agreement; (iv9) Copies receipt by the Administrative Agent of all evidence satisfactory to it of execution and delivery of (A) the Disclosure Documents Lease and the First Amendment to the Reimbursement Agreement as contemplated in an engagement letter dated January 12, 1999, between Carmike Cinemas, Inc., Movieplex Realty Leasing, L.L.C. and Wachovia Bank, N.A, and (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (ivB) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date)Revolver Credit Agreement as contemplated in an engagement letter dated January 12, 1999, between Carmike Cinemas, Inc., and Wachovia Bank, N.A.; (v10) One or more favorable opinions of counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower shall have issued the Subordinated Debt on terms satisfactory to the Agents and received net cash proceeds of at least $200,000,000 from such issuance; (11) the Subordinated Debt shall have received a Debt Rating of B- or higher by S&P and B3 or higher by Mood▇'▇; (12) the Administrative Agent and the Lenders shall have received Uniform Commercial Code searches satisfactory to the Administrative Agent and the Lenders for all locations presently occupied or used by the Borrower and its Subsidiaries; (13) delivery to the Collateral Agent of the capital stock of all Subsidiaries and blank stock powers satisfactory in form and substance satisfactory to the Administrative Collateral Agent; (vi14) The Fee Letters duly executed by each the execution and delivery of the parties thereto; (vii) All documentation and information 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 such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the Closing Date; financing statements satisfactory in form and (viii) At least five (5) days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. (b) The Administrative Agent shall have received the fees payable pursuant to the Fee Letters. (c) The following statements shall be true: (i) The representations and warranties contained in Section 4.01 are true and correct on and as of Closing Date; and (ii) No event has occurred and is continuing, or would result from the Borrower entering into the Agreement and the other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or both.

Conditions Precedent to Effectiveness. The effectiveness This Amendment shall not be effective until each of this Agreement is subject to satisfaction of each the following conditions precedent on or before such datehas been fulfilled to the satisfaction of the Administrative Agent: (a) This Amendment shall have been duly executed and delivered by the respective parties hereto. The Administrative Agent shall have received the following on or before the Closing Date, each dated such date (except for the Disclosure Documents), in form and substance satisfactory to the Administrative Agent and (except for the notes described in paragraph (i)) with one a fully executed copy for each Lender: (i) (A) This Agreement, duly executed by each of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the Borrower; (ii) Certified copies of the resolutions of the governing body of the Borrower approving this Agreement, hereof and of all documents evidencing each other necessary limited liability company action with respect to this Agreement; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered document required hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreement; (iv) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower in form and substance satisfactory to the Administrative Agent; (vi) The Fee Letters duly executed by each of the parties thereto; (vii) All documentation and information 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 such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the Closing Date; and (viii) At least five (5) days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. (b) The Administrative Agent shall have received a duly executed copy of the fees payable pursuant to First Amendment Fee Letter dated as of the Fee Lettersdate hereof. (c) The following statements Borrower shall have (i) paid to the Administrative Agent all fees set forth in the First Amendment Fee Letter, (ii) paid all expenses and reimbursements pursuant to Section 10 hereof, to the extent provided to the Borrower at least three (3) Business Days prior to the First Amendment Effective Date, and (iii) paid to the Administrative Agent for the benefit of the Lenders all interest and revolving loan commitment fees as described in Section 2.9(b) of the Credit Agreement in each case accrued and unpaid as of the First Amendment Effective Date, it being understood and agreed that the Borrower hereby authorizes the Administrative Agent to pay all such fees and expenses pursuant to this clause (c) with a portion of the First Amendment Term Loans and payment of the same from such proceeds shall satisfy this clause (c). (d) The Administrative Agent shall have received, in respect of the First Amendment Term Loans to be made on the First Amendment Effective Date, a completed Notice of Borrowing executed by the Borrower and attaching a funds flow or sources and uses schedule. (e) All material Governmental Approvals and consents and approvals of, or notices to, shall have been obtained and be in full force and effect (or waived, and if such waiver is materially adverse to the interests of the Lenders, with the consent of the Administrative Agent). (f) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true:true and correct in all material respects on and as of such date as if made on and as of such date, except to the extent (i) such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date or (ii) such representations and warranties are qualified by materiality in the text thereof, in which case they shall be true and correct in all respects. (g) Upon giving effect to this Amendment and the incurrence of all Indebtedness contemplated hereby, no Default or Event of Default shall have occurred and be continuing. (h) To the extent requested by any Lender at least three (3) Business Days prior to the First Amendment Effective Date, such Lender shall have received Notes, in each case, duly executed by the Borrower. (i) The representations Administrative Agent shall have received (i) a certificate of each Loan Party, dated First Amendment Effective Date and warranties contained executed by the Secretary, Managing Member or equivalent officer of such Loan Party, substantially in Section 4.01 are true the form of Exhibit C attached to the Credit Agreement, with appropriate insertions and correct on and attachments, including (A) the Operating Documents of such Loan Party certified, in the case of formation documents, as of a recent date by the secretary of state or similar official of the relevant jurisdiction of organization of such Loan Party or that there has been no change to Operating Documents of such Loan Party that were previously delivered to the Administrative Agent (which may be in the form of a certification from such Loan Party that there have been no changes from the Operating Documents previously delivered to the Administrative Agent on the Closing Date; and ), (iiB) No event has occurred the relevant board resolutions or written consents of such Loan Party adopted by such Loan Party for the purposes of authorizing such Loan Party to enter into and is continuing, or would result from perform the Borrower entering into the Agreement Amendment and the other Loan DocumentsDocuments to which such Loan Party is a party thereto, and (C) the names, titles, incumbency and signature specimens of those representatives of such Loan Party who have been authorized by such resolutions and/or written consents to execute Loan Documents on behalf of such Loan Party (which may be in the form of a certification from such Loan Party that constitutes an Event there have been no changes from the incumbency and signature specimens previously delivered to the Administrative Agent on the Closing Date) and (ii) a long form good standing certificate for each Loan Party from its respective jurisdiction of Default organization. (j) The Administrative Agent shall have received a Solvency Certificate from the chief financial officer or would constitute an Event treasurer of Default the Borrower, certifying that the Loan Parties, taken as a whole are, and after giving effect to the incurrence of all Indebtedness and obligations being incurred on the First Amendment Effective Date will be, Solvent. (k) The Administrative Agent shall have received the executed legal opinion of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York counsel to the Loan Parties, and (ii) ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, Arsht & ▇▇▇▇▇▇▇ LLP, Delaware counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent. Such legal opinions shall cover such matters incident to the transactions contemplated by this Amendment as the Administrative Agent may reasonably require. (l) On the First Amendment Effective Date, (1) after giving effect to the transactions contemplated by this Amendment (including the payment of all fees and expenses, the incurrence of all additional Indebtedness), Liquidity shall be not less than $40,000,000, (2) the Consolidated Total Indebtedness to Recurring Revenue Ratio does not exceed 0.75:1.00 and (3) the Borrower is otherwise in pro forma compliance with notice the then-applicable financial covenants set forth in Section 7.1 of the Credit Agreement (as amended by this Amendment). No Revolving Loans shall be outstanding on the First Amendment Effective Date after giving effect to the funding of the First Amendment Term Loan. (m) Each Lender shall have received, prior to the First Amendment Effective Date, to the extent requested at least two (2) Business Days prior to the First Amendment Effective Date, all documentation and other information requested to comply with applicable “know your customer” and anti-money-laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation (including the Beneficial Ownership Certification), and a properly completed and signed IRS Form W-8 or lapse W-9, as applicable, for each Loan Party. (n) The Administrative Agent shall have received a certificate of time or botha Responsible Officer of the Borrower certifying as to compliance with the requirements of Section 5.2 of the Credit Agreement and clause (l) above, together with all reasonably detailed calculations evidencing compliance with clause (l) above after giving effect to the incurrence of all Indebtedness and obligations being incurred in connection with the First Amendment.

Conditions Precedent to Effectiveness. (a) The effectiveness of this the Agreement is subject to the prior or concurrent satisfaction of each the following conditions precedent on or before such date: (a) The and the Administrative Agent shall have received receive for the following on or before account of each Lender party to the Closing Agreement the following, each, unless otherwise noted, dated the Effective Date, each dated such date (except for the Disclosure Documents), and in form and substance satisfactory to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each LenderArranger: (i) (A) This Agreement, duly executed by each Copies of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the Borrower; (ii) Certified copies of the resolutions of the governing body Board of Directors of the Borrower (or its Executive Committee, together with evidence of the authority of the Executive Committee) approving this Agreement, and of all documents evidencing other necessary limited liability company corporate action and governmental approvals, if any, with respect to this Agreement, certified as of a recent date prior to the Effective Date; (iiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by the Borrower hereunder; ; (Biii) that attached thereto are true and correct Certified copies of the organizational documents Borrower’s Certificate of Incorporation, together with good standing certificates from the BorrowerState of Delaware and the State of Minnesota, in each case as in effect on to be dated a recent date prior to the Closing Effective Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreement; (iv) Copies of all the Disclosure Documents Borrower’s Bylaws, certified as of the Effective Date by its Secretary or an Assistant Secretary; (it being agreed that such Disclosure Documents will v) Executed originals of this Agreement and the other documents to be deemed to have been delivered under this clause by the Borrower hereunder; (ivvi) if such documents are publicly available on A favorable opinion of ▇▇▇▇▇▇ or on ▇. ▇▇▇▇▇▇▇▇▇, Senior Vice President and General Counsel to the Borrower’s website no later than , substantially in the third (3rd) Business Day immediately preceding the Closing Date)form of Exhibit F hereto; (vvii) One or more A favorable opinions of counsel (including the opinion of in-house O’Melveny & ▇▇▇▇▇ LLP, counsel and special New York and Texas counsel) for the Agents, substantially in the form of Exhibit G hereto; (viii) A certificate of an authorized officer of the Borrower to the effect that since October 26, 2002, there has been no material adverse change in the business, condition (financial or otherwise), results of operations or prospects of the Borrower and its Subsidiaries, taken as a whole; (ix) A certificate of an authorized officer of the Borrower, in form and substance satisfactory to the Administrative Agent; (vi) The Fee Letters duly executed by each of the parties thereto; (vii) All documentation and information 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 such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the Closing Date; and (viii) At least five (5) days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. (b) The Administrative Agent shall have received the fees payable pursuant to the Fee Letters. (c) The following statements shall be true: effect that (i) The the representations and warranties contained in Section 4.01 are true and correct on and as of Closing the Effective Date, to the same extent as though made on and as of the Effective Date, except to the extent that any such representation or warranty expressly relates only to an earlier date, in which case they were correct as of such earlier date; (b) such Borrower has performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed and satisfied by it on or before the Effective Date; and and (iic) No no event has occurred and is continuing, or would result from the Borrower entering into Borrowings made on and as of the Agreement and Effective Date or from the other Loan Documentsapplication of the proceeds from such Borrowings, that which constitutes an Event of Default or would constitute an a Potential Event of Default with notice Default; (x) Payment of up front fees to the Lenders, as agreed by and among the Arranger, Lenders and the Borrower; (xi) Evidence of (i) the contemporaneous repayment of any indebtedness of the Borrower under the Existing Credit Agreement (including borrowings and accrued interest), (ii) the contemporaneous payment of fees payable, if any, by the Borrower under the Existing Credit Agreement and (iii) the contemporaneous termination of the Existing Credit Agreement on the Effective Date. (b) The Administrative Agent shall have received such other approvals, opinions or lapse of documents as the Requisite Lenders through the Administrative Agent may reasonably request (which request shall be made in sufficient time or bothto allow the Borrower to comply therewith).

Conditions Precedent to Effectiveness. The effectiveness of the amendment and restatement of the Existing Credit Agreement in the form of this Agreement on the Closing Date and the obligation of the Lender Group (or any member thereof) to make any initial Advance on the Closing Date (or otherwise to extend any credit provided for hereunder on the Closing Date), is subject to the fulfillment or waiver, to the satisfaction of Agent, of each of the following conditions precedent on or before such dateset forth below: (a) The Administrative Intentionally Omitted; (b) Intentionally Omitted; (c) Agent shall have received each of the following documents, all in form and substance satisfactory to Agent, duly executed, and each such document shall be in full force and effect: (i) the Disbursement Letter, (ii) the Fee Letter, (iii) the Guarantor Security Agreement, (iv) the Guaranty, (v) the Intercompany Subordination Agreement, (vi) the Intercreditor Agreement, (vii) the Majestic Star Ship Mortgage, (viii) the Colorado Mortgage, the Indiana Mortgage and the Mississippi Mortgage, (ix) the Officers’ Certificate, (x) the Stock Pledge Agreement, together with all certificates representing the shares of Stock pledged thereunder, as well as Stock powers with respect thereto endorsed in blank, (xi) the Subordination of Colorado Mortgage, (xii) the Subordination of Indiana Mortgage, (xiii) the Subordination of Mississippi Mortgage, (xiv) the Subordination of Majestic Star Ship Mortgage, (xv) the Subordination of Preferred Fleet Mortgage, (xvi) the Trademark Security Agreement, and (xvii) the Tunica Ship Mortgage; (d) The Loan Parties shall have exercised commercially reasonable efforts to deliver to Agent the Collateral Access Agreements, (e) Documentation evidencing the termination and discharge of the Existing Indentures, all Indebtedness evidenced thereby or related thereto and any Liens granted pursuant thereto in and to the properties and assets of the Loan Parties and their Subsidiaries (including, without limitation, mortgage releases and UCC termination statements or the conversion of all Indebtedness evidenced thereby into Stock of Holdings), in each case in accordance with the Plan of Reorganization, (f) Agent shall have received a certificate of the chief financial officer of Parent, in his or her capacity as such in form and substance satisfactory to Agent in its sole discretion (the “Solvency Certificate”), certifying that after giving effect to the consummation of the Plan of Reorganization on or before the Closing Date, each dated such date the Loan Parties on a consolidated basis, are Solvent; (g) Except with respect to Cage Cash and Excluded Deposit Accounts, the Loan Parties shall have established all of their depository and treasury management relationships with ▇▇▇▇▇ Fargo or one of its Affiliates, and Agent, except for to the Disclosure Documents)extent set forth in Section 3.2, shall have received the Control Agreements, in form and substance satisfactory to Agent, duly executed by the Administrative applicable Loan Party thereof, which shall be in full force and effect; (h) Agent shall have received evidence of release and termination of, or Agent’s authority to release and terminate, any and all Liens and/or UCC financing statements in, on, against or with respect to any of the Collateral (other than Permitted Liens); (i) Agent shall have received, for the benefit of the Lenders (as defined in the Existing Loan Agreement) a principal payment for the Existing Loan Obligations in an amount equal to the greater of (i) the total unrestricted cash balances (including, without limitation, Cage Cash) held by Borrowers as of the last day of the calendar month immediately preceding Reorganization Effective Date, less $40,000,000 and (ii) zero; (j) Agent and each Lender shall have received the approval of their respective credit authorities; (except for the notes described in paragraph (i)k) with one copy for each LenderBankruptcy matters: (i) The Reorganization Effective Date shall have occurred (A) This Agreement, duly executed by each and all conditions precedent thereto as set forth in the Plan of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the BorrowerReorganization shall have been satisfied); (ii) Certified copies Agent shall have received a copy of the resolutions Confirmation Order, as duly certified by and entered on the docket of the governing body clerk of the Borrower approving Bankruptcy Court, which (i) shall be in full force and effect and shall not have been stayed or reversed, and (ii) shall approve and authorize the transactions contemplated by this Agreement, the other Loan Documents and the Plan of all documents evidencing other necessary limited liability company action Reorganization and otherwise shall not be inconsistent with respect to this Agreement;the provisions hereof and thereof; and (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names Agent’s and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreement; (iv) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of counsel (including the opinion of in-house Lenders’ counsel and special New York and Texas counsel) for the Borrower in form and substance satisfactory to the Administrative Agent; (vi) The Fee Letters duly executed other professionals retained by each of the parties thereto; (vii) All documentation and information 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 such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior such counsel shall have received payment from Borrowers of all reasonable and documented outstanding and accrued unpaid fees and expenses of such counsel and professionals pursuant to the Closing Date; and (viii) At least invoices delivered to Borrowers five (5) days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower.; (bl) The Administrative Agent shall have received the fees payable pursuant financing statements for filing or, with respect to the Fee Letters.Trademark Security Agreement, Agent shall have received such Trademark Security Agreement in a form suitable for filing immediately after the Closing Date, in such office or offices as may be necessary or, in the opinion of Agent, desirable to perfect the Agent’s Liens in and to the Collateral including, without limitation, filings with the United States Coast Guard or other appropriate Governmental Authority with respect to the Majestic Star Ship Mortgage and the Tunica Ship Mortgage, (cm) The following statements Agent shall be true: (i) The representations and warranties contained in Section 4.01 are true and correct on and as of Closing Date; and (ii) No event has occurred and is continuing, or would result have received a certificate from the Secretary of each Borrower entering into attesting to the resolutions of such Borrower’s Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Borrower is a party and authorizing specific officers of such Borrower to execute the same; (n) Agent shall have received copies of each Borrower’s Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of such Borrower; (o) Agent shall have received a certificate of status with respect to each Borrower, dated within 15 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Borrower, which certificate shall indicate that constitutes an Event such Borrower is in good standing in such jurisdiction; (p) Agent shall have received certificates of Default status with respect to each Borrower, each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Borrower) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Borrower is in good standing in such jurisdictions; (q) Agent shall have received a certificate from the Secretary of each Guarantor attesting to the resolutions of such Guarantor’s Board of Directors authorizing its execution, delivery, and performance of the Loan Documents to which such Guarantor is a party and authorizing specific officers of such Guarantor to execute the same; (r) Agent shall have received copies of each Guarantor’s Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of such Guarantor (or, in the case of Holdings, in the form filed with the Secretary of State of Delaware); (s) Except as set forth in Section 3.2 with respect to Holdings, Agent shall have received a certificate of status with respect to each Guarantor, dated within 15 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Guarantor, which certificate shall indicate that such Guarantor is in good standing in such jurisdiction; (t) Intentionally Omitted; (u) Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.8, the form and substance of which shall be satisfactory to Agent; (v) Agent shall have received flood zone determination certificates and evidence of flood insurance or compliance with flood insurance requirements with respect to the Mortgages; (w) Agent shall have received opinions of Borrowers’ counsel in form and substance satisfactory to Agent, including, without limitation, with respect to the Mortgages, the Majestic Star Ship Mortgage and the Tunica Ship Mortgage (except to the extent contemplated by Section 3.2); (x) Agent shall have received satisfactory evidence (including a certificate of the chief financial officer of Parent) that all Federal and other material tax returns required to be filed by Borrowers and their Subsidiaries have been timely filed and all material taxes upon Borrowers and their Subsidiaries or their properties, assets, income, and franchises (including Real Property taxes, sales taxes, and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of a Permitted Protest; (y) Borrowers shall have Operating Liquidity, after giving effect to the initial extensions of credit hereunder and the payment of all fees, claims, and expenses required to be paid by Borrowers on the Closing Date under this Agreement, the other Loan Documents and pursuant to the Plan of Reorganization, of at least $40,000,000, and Agent shall have received a certificate of the chief financial officer of Parent certifying as to the same; (z) Agent shall have received a certificate, together with supporting calculations, from Borrowers demonstrating after giving effect to the transactions contemplated on the Closing Date and the payment of all fees, claims, and expenses required to be paid by Borrowers on the Closing Date under this Agreement, the other Loan Documents and pursuant to the Plan of Reorganization, the Revolver Usage does not exceed the Maximum Credit Amount; (aa) Agent shall have completed its business, legal, and collateral due diligence, including (i) a collateral audit and review of Borrowers’ books and records and verification of Borrowers’ representations and warranties to the Lender Group, the results of which shall be satisfactory to Agent, and (ii) an Event inspection of Default each of the locations where Borrowers’ and their Subsidiaries’ Inventory is located, the results of which shall be satisfactory to Agent; (bb) Agent shall have received Borrowers’ Closing Date Business Plan; (cc) Agent shall have completed (i) Patriot Act searches, OFAC/PEP searches and customary individual background checks for Borrowers, and (ii) OFAC/PEP searches and customary individual background searches for Borrowers’ senior management and key principals, and each Guarantor, the results of which shall be satisfactory to Agent; (dd) Borrowers shall have paid all Lender Group Expenses incurred in connection with notice the transactions evidenced by this Agreement; (ee) Agent shall have received mortgagee title insurance policies (or lapse marked commitments to issue the same) for the Real Property Collateral issued by a title insurance company satisfactory to Agent (each a “Mortgage Policy” and, collectively, the “Mortgage Policies”) in amounts reasonably satisfactory to Agent assuring Agent that, after giving effect to the Intercreditor Agreement, the Mortgages on such Real Property Collateral are valid and enforceable first priority mortgage Liens on such Real Property Collateral free and clear of time all defects and encumbrances except Permitted Liens, and the Mortgage Policies otherwise shall be in form and substance reasonably satisfactory to Agent; provided, however, that such Mortgage Policies may be delivered after the Closing Date and shall not be a conditions precedent hereto, to the extent expressly contemplated by Section 3.2; (ff) Agent shall have received copies of each of the Senior Note Documents, in each case in form and substance satisfactory to Agent including, without limitation, terms which (i) in accordance with the Intercreditor Agreement, subordinate all Liens existing pursuant to or bothas a result of the Senior Note Documents in right of payment to the Obligations, (ii) provide for a principal amount of Indebtedness on the Closing Date not to exceed $100,600,000, (iii) provide for a maturity of at least five (5) years after the Closing Date and (iv) provide for interest payable at a per annum rate not to exceed 12.50% if paid in cash or 14.50% if paid in kind, to be payable (in accordance with the Intercreditor Agreement) no more frequently than on a semi-annual basis, together with a certificate of an officer of the Administrative Borrower certifying each such document as being a true, correct, and complete copy thereof; (gg) Borrowers shall have provided Agent with evidence satisfactory to Agent to demonstrate that (i) the offering of the Notes described in the Indenture has closed, pursuant to which Notes in an aggregate principal amount not to exceed $100,600,000 have been issued and (ii) the Senior Note Documents are in full force and effect pursuant to the terms of the Plan of Reorganization; (hh) The corporate and capital structure of Holdings and its Subsidiaries shall be in form and substance satisfactory to Agent and be in accordance with the Plan of Reorganization; (ii) Agent shall have evidence satisfactory to it that clause (i) of the definition of Land Transfer Transaction shall have been completed, together with copies of all material documents in connection therewith, including the Funding Agreement, the formation and trust documents and the final order of the Bankruptcy Court approving the same, in each case certified by an officer of Administrative Borrower on behalf of the Loan Parties; (jj) Agent shall have received an agreement, in form and substance satisfactory to it, with the trustee of the Liquidating Trust setting forth such trustee’s acknowledgement and acceptance of the Agent’s rights hereunder with respect to the Liquidating Trust and Holdings’ interests therein (including, without limitation, under Sections 2.2(d) and 7.7(b) of this Agreement and the security and voting provisions of the Stock Pledge Agreement); (kk) Borrowers and each of their Subsidiaries shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by Borrowers or their Subsidiaries of the Loan Documents or with the consummation of the transactions contemplated thereby including, without limitation, approval by all applicable Gaming Authorities; and (ll) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent.

Conditions Precedent to Effectiveness. The effectiveness of this This Agreement is subject to satisfaction of each shall become effective on the date (the “Effective Date”) that the following conditions precedent on or before such datehave been satisfied: (a) The Borrowers shall have paid all fees and expenses of the Administrative Agent, the L/C Issuer and the Lenders payable hereunder and accrued as of the Effective Date (including the accrued fees and expenses of counsel to the Administrative Agent). (b) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower Agent, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct in all material respects on and as of the Effective Date; and (ii) No event has occurred and is continuing that constitutes a Default. (c) The Administrative Agent shall have received the following on or before the Closing DateEffective Date the following, each dated such date (except for the Disclosure Documents)day, in form and substance satisfactory to the Administrative Agent and (except for the notes described Notes) in paragraph (i)) with one copy sufficient copies for each Lender: (i) (A) This Agreement, duly executed by each Executed counterparts of the this Agreement from all parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the Borrower;. (ii) If requested by a Lender, a Note payable to the order of such Lender, in a principal amount equal to each such Lender’s Commitment. (iii) Certified copies of the resolutions of the governing body Board of the Directors (or committee thereof) of each Borrower and each other Loan Party approving this Agreement, the Notes and each Guaranty to which it is or is to be a party, and of all documents evidencing other necessary limited liability company corporate action and governmental and other third party approvals and consents, if any, with respect to this Agreement;, the Notes and each Guaranty. (iiiiv) A certificate of the Director, Secretary or an Assistant Secretary of the Borrower each Loan Party certifying (A) the names and true signatures of the officers of the Borrower such Loan Party authorized to sign this Agreement the Loan Documents to which it is a party and the other documents to be delivered hereunder; . (Bv) that attached thereto are true A Subsidiary Guaranty executed by each Subsidiary Guarantor, and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance Parent Guaranty duly executed by the Borrower of this Agreement;Parent. (ivvi) Copies An opinion of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of & Bird LLP, counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower Borrowers and certain other Loan Parties, in substantially the form and substance satisfactory to the Administrative Agent; (vi) The Fee Letters duly executed by each of the parties thereto;Exhibit E attached hereto. (vii) All documentation An opinion of Linklaters, English counsel for IHCL and information required by regulatory authorities under applicable “know your customer” Invesco Finance UK, in substantially the form of Exhibit F attached hereto and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent such documentation or information is requested by other matters as any Lender through the Administrative Agent on behalf of the Lenders prior to the Closing Date; andmay reasonably request. (viii) At least five (5) days prior An opinion of ▇▇▇▇▇▇▇, Bermuda counsel for the Parent, in substantially the form of Exhibit G attached hereto and to such other matters as any Lender through the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to BorrowerAdministrative Agent may reasonably request. (bix) An acceptance of the appointment of the Process Agent (as such term is defined in Section 8.12) for each of the Parent, IHCL, and Invesco Finance UK. (x) A certificate signed by the chief financial officer of IHCL certifying the current Debt Ratings. (d) The Administrative Agent shall have received the fees payable pursuant to the Fee Letters. (c) The following statements shall be true: (i) The representations the Consolidated financial statements of the Parent and warranties contained in Section 4.01 are true its Subsidiaries for the fiscal year ended December 31, 2010 and correct on the fiscal quarter ended March 31, 2011 and as of Closing Date; and (ii) No event has occurred the financial projections of the Parent and is continuingits Subsidiaries on a Consolidated basis for the fiscal years ended 2011, or would result from 2012, 2013, 2014 and 2015, in each case, in form and substance reasonably satisfactory to the Borrower entering into the Agreement and the other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or bothAdministrative Agent.

Conditions Precedent to Effectiveness. The effectiveness of this Agreement is subject to satisfaction of each the following conditions precedent on or before such date: (a) The Administrative Agent shall have received resignation of the following on or before the Closing Date, each dated such date (except for the Disclosure Documents), in form and substance satisfactory to the Existing Administrative Agent and (except for Existing Collateral Agent, the notes described in paragraph (i)) with one copy for each Lender: (i) (A) This Agreement, duly executed by each appointment of the parties hereto, Successor Administrative Agent and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the Borrower; (ii) Certified copies of the resolutions of the governing body of the Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement Successor Collateral Agent and the other documents to be delivered hereunder; (B) that attached thereto are true matters contemplated in Article I above and correct copies the effectiveness of the organizational documents amendments set forth in Section 2.1 of this Amendment, including the obligation of each Refinancing Term Lender to make, a New Term Loan, is subject to the satisfaction or waiver of the following conditions (the date of such satisfaction or waiver of such conditions being referred to herein as the “Fifth Amendment Effective Date” and the time of such satisfaction or waiver of such conditions being referred to herein as the, the “Fifth Amendment Effective Time”): (1) the Parent Borrower, in the OpCo Borrower, the Existing Administrative Agent, the Existing Collateral Agent, the Successor Administrative Agent, the Successor Collateral Agent and the Refinancing Term Lenders representing 100% of the New Term Loan Commitments have each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower delivered a duly executed counterpart of this Agreement; (iv) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower in form and substance satisfactory Amendment to the Administrative Agent; (vi2) The Fee Letters each Guarantor shall have delivered a duly executed by counterpart of the acknowledgment and consent attached to this Amendment (the “Acknowledgment”) to the Successor Administrative Agent; (3) the Successor Administrative Agent shall have received (A) a certificate from each of the parties theretoBorrowers and each other Loan Party, dated the Fifth Amendment Effective Date, substantially in the form of Exhibit F to the Credit Agreement, with appropriate insertions and attachments of resolutions or other actions, evidence of incumbency and the signature of authorized signatories and Organizational Documents, executed by a Responsible Officer and the Secretary or any Assistant Secretary or other authorized representative of such Loan Party and (B) a good standing certificate (or the equivalent thereof) for each of the Loan Parties from its jurisdiction of formation; (vii4) All the Successor Administrative Agent shall have received a certificate, in form and substance reasonably satisfactory to the Administrative Agent, of the Parent Borrower dated as of the Fifth Amendment Effective Date signed by a Responsible Officer of the Parent Borrower certifying as to the matters set forth in clauses (5) and (6) below; (5) each of the representations and warranties made by any Loan Party pursuant to the Credit Agreement and any other Loan Document to which it is a party shall, except to the extent that they relate to a particular date, be true and correct in all material respects on and as of the Fifth Amendment Effective Date as if made on and as of such date; (6) no Default or Event of Default shall have occurred and be continuing on the Fifth Amendment Effective Date after giving effect to the effectiveness hereof; (7) the Parent Borrower shall have delivered to the Successor Administrative Agent and the Lenders an opinion from each of Debevoise & P▇▇▇▇▇▇▇ LLP and R▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., in form and substance reasonably satisfactory to the Successor Administrative Agent and dated as of the Fifth Amendment Effective Date; (i) the Successor Administrative Agent shall have received at least three (3) Business Days prior to the Fifth Amendment Effective Date all documentation and other information required that has been requested in writing by regulatory authorities under the Successor Administrative Agent at least five (5) Business Days prior to the Fifth Amendment Effective Date regarding the Loan Parties reasonably requested by the Successor Administrative Agent in order to allow the Successor Administrative Agent to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, and (ii) with respect to the extent such documentation each Loan Party or information is requested by the Administrative Agent on behalf of the Lenders prior to the Closing Date; and (viii) At least five (5) days prior to the Closing Date, if the Borrower any Subsidiary thereof that qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. (b) The Successor Administrative Agent shall have received the fees payable pursuant at least three (3) Business Days prior to the Fee LettersFifth Amendment Effective Date a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation in relation to such Loan Party or such Subsidiary. (c9) The following statements (A) the Borrowers shall have paid to the Existing Administrative Agent, (x) for the ratable account of each Existing Term Lender, all accrued and unpaid interest in respect of the Existing Term Loans owing to each such Existing Term Lender as of the Fifth Amendment Effective Date and (y) all reasonable and documented out-of-pocket expenses incurred by the Existing Administrative Agent, in connection with the preparation, negotiation, execution, delivery and administration of this Amendment and (B) JPMorgan Chase Bank, N.A., as Lead Arranger and the Successor Administrative Agent, shall have received all fees and expenses related to the New Term Loans to the extent due (which may be true:offset against the proceeds thereof); (i10) The representations and warranties contained with respect to the initial New Term Loans, the Successor Administrative Agent shall have received a notice of such Borrowing as required by Subsection 2.3 of the Credit Agreement (or such notice shall have been deemed given in Section 4.01 are true and correct on and as accordance with Subsection 2.3 of Closing Datethe Credit Agreement); and (ii11) No event has occurred and is continuing, or would result from the Borrower entering into the Agreement Successor Administrative Agent and the other Loan DocumentsABL Agent shall have executed and delivered the Notice of Successor Agent Under Intercreditor Agreement, that constitutes an Event dated as of Default or would the Fifth Amendment Effective Date. The making of New Term Loans by the Refinancing Term Lenders shall conclusively be deemed to constitute an Event acknowledgment by the Administrative Agent and each Lender that each of Default the conditions precedent set forth herein shall have been satisfied in accordance with notice its respective terms or lapse of time or bothshall have been irrevocably waived by such Person.

Conditions Precedent to Effectiveness. (a) The effectiveness of this Agreement is subject to the satisfaction of each the following conditions precedent on or before such dateconditions: (ai) Each of this Agreement, the Guarantee, the Direction and Undertaking Regarding Remedies, the Indemnification Agreement, the Advisory Agreement, the Custodian Agreement, the Declaration of Trust and the Expense Limitation Agreement shall be duly authorized, executed and delivered by each of the parties thereto and be in full force and effect and executed counterparts of each such Transaction Document shall have been delivered to the Insurer. (ii) The Administrative Insurer shall have received (A) a certificate of the Secretary or Assistant Secretary of the Adviser, dated as of the Effective Date, as to the incumbency and signature of the officers or other employees of the Adviser authorized to sign this Agreement on behalf of the Adviser and certifying that attached thereto are true, complete and correct copies of its constituent documents and resolutions duly adopted by the Adviser authorizing the execution and delivery of this Agreement, and (B) a good standing certificate from the Washington Secretary of State regarding the Adviser. (iii) The Insurer and the Adviser each shall have received (A) a certificate of the Secretary or Assistant Secretary of the Calculation Agent, dated as of the Effective Date, as to the incumbency and signature of the officers or other employees of the Adviser authorized to sign this Agreement on behalf of the Calculation Agent and certifying that attached thereto are true, complete and correct copies of its constituent documents and resolutions duly adopted by the Adviser authorizing the execution and delivery of this Agreement, and (B) a good standing certificate from the New York Secretary of State regarding the Calculation Agent. (iv) The Insurer shall have received (A) a certificate of the Secretary or Assistant Secretary of the Trust, dated as of the Effective Date, as to the incumbency and signature of the officers or other employees of the Trust authorized to sign this Agreement on behalf of the Trust, on behalf of its series, the Fund, and certifying that attached thereto are true, complete and correct copies of its resolutions duly adopted by the Board of Trustees of the Trust authorizing the execution and delivery of this Agreement, and (B) a copy of the Declaration of Trust certified as of a recent date by the Secretary of the Commonwealth of Massachusetts. (v) The Adviser and the Fund each shall have received a certificate of the Secretary or Assistant Secretary of the Insurer, dated as of the Effective Date, as to the incumbency and signature of the officers or employees of the Insurer authorized to sign this Agreement on behalf of the Insurer. (vi) The Insurer shall have received a certificate of the Secretary or Assistant Secretary of the Trust, dated as of the Effective Date, certifying that (A) amendments to the Trust's registration statement on Form N-1A with respect to each Class of Shares of the Fund (1) have been prepared by the Trust in conformity with the requirements of the Acts and the rules and regulations of the Commission thereunder, and (2) have been filed with the Commission under the Acts, (B) the most recent such amendment has become effective or has been declared effective by the Commission, (C) true and complete copies of such registration statement as amended with respect to the Fund to the Effective Date are attached thereto (the "Registration Statement"), excluding any exhibits thereto, (D) the Commission has not issued any order preventing or suspending the use of any preliminary prospectus relating to any Class of Shares and the Trust has not received any notice from the Commission pursuant to Section 8(e) of the Investment Company Act with respect to the Registration Statement, and (E) as to information other than the Ambac Information, the Registration Statement and the Prospectus and SAI with respect to each Class of Shares of the Fund do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (vii) The Insurer shall have received the following on or before the Closing Date, each dated such date (except for the Disclosure Documents)legal opinions, in form and substance satisfactory to the Administrative Agent and (except for Insurer, dated the notes described in paragraph (i)) with one copy for each Lender: (i) (A) This Agreement, duly executed by each of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the Borrower; (ii) Certified copies of the resolutions of the governing body of the Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying Effective Date: (A) the names and true signatures opinion of Stradley Ronon Stevens & Young, counsel to the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunderFund; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreement; (iv) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on o▇▇▇▇▇▇ or on ▇f Deche▇▇, ▇▇▇nse▇ ▇▇ the Borrower’s website no later than the third Adviser; (3rdC) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of counsel (including the opinion of inKarl J. Ege, General Counsel and Secretary to the Adviser; (D) the ▇▇▇▇▇▇n of Wilmer, Cutler & Pickering, counsel to the Calculation Agent; (▇) ▇▇e ▇▇▇▇▇▇n o▇ ▇▇-house ▇▇▇▇e counsel to the Calculation Agent; and special New York and Texas counsel(F) for such other opinions as the Borrower Insurer may reasonably request. (viii) The Adviser shall have received the following legal opinions, in form and substance satisfactory to the Administrative Adviser, dated the Effective Date: (A) the opinion of Stradley Ronon Stevens & Young, counsel to the Fund; (B) the o▇▇▇▇▇▇ ▇f Kevin ▇▇▇▇▇, Ma▇▇▇▇▇g Director and General Counsel of the Insu▇▇▇; (▇) ▇▇e opinion of in-house counsel to the Calculation Agent;; (D) the opinion of Wilmer, Cutler & Pickering, counsel to the Calculation Agent; ▇▇▇ (▇) ▇▇▇▇ ▇the▇ ▇▇▇▇▇▇▇s as the Adviser may reasonably request. (viix) The Fee Letters duly executed by each Calculation Agent shall have received the following legal opinions, in form and substance satisfactory to the Calculation Agent, dated the Effective Date: (A) the opinion of Stradley Ronon Stevens & Young LLP, counsel to the Fund; (B) t▇▇ ▇▇▇▇▇on of D▇▇▇▇▇▇, co▇▇▇▇▇ to the Adviser; (C) the opinion of Karl J. Ege, General ▇▇▇▇▇el and Secretary to the Adviser; and (D) the opinion of Kevin Doyle, Managing Director and General Counsel of the parties thereto;Insu▇▇▇. (viix) The Fund shall have received the following legal opinions, in form and substance satisfactory to the Adviser, dated the Effective Date: (A) the opinion of Dechert, counsel to the Adviser; (B) the opinion of Karl J. Ege, General Counsel and Secretary to the Adviser; (C) ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ in-house counsel to the Calculation Agent; (D) the opinion of Kevin Doyle, Managing Director and General Counsel of the Insu▇▇▇; (▇) ▇▇e opinion of Wilmer, Cutler & Pickering, counsel to the Calculation Agent; and (▇) ▇▇▇h ▇the▇ ▇▇▇▇▇▇▇s as the Fund may reasonably request. (xi) All documentation proceedings, documents, instruments and information required other legal matters in connection with the transactions contemplated by regulatory authorities under applicable “know your customer” this Agreement and anti-money laundering rules the other Transaction Documents shall be in form and regulations, including without limitation the Patriot Act, substance to the extent such documentation or information is requested by the Administrative Agent on behalf satisfaction of the Lenders prior to Fund and the Closing Date; and (viii) At least five (5) days prior to Insurer, and the Closing Date, if Fund and the Borrower qualifies Insurer shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrowerit shall reasonably request. (b) The Administrative Agent shall have received obligation of the fees payable pursuant Insurer to issue the Policy is subject to the Fee Letters. (c) The satisfaction of the following statements shall be trueconditions on the Inception Date: (i) The Each of the representations and warranties contained made by the Adviser, the Calculation Agent, and the Fund in Section 4.01 are this Agreement shall be true and correct in all material respects on and as of Closing Date; andsuch date, and the Insurer shall have received a certification from an officer of each of the Adviser, the Calculation Agent, and the Fund to such effect as to the representations and warranties made by it. (ii) No event has occurred and is continuingTrigger Event shall have occurred. (iii) No statute, rule, regulation or order shall have been enacted, entered or deemed applicable by any Government Authority which could reasonably be expected to make the transactions contemplated by any of the Transaction Documents void, unenforceable, illegal or otherwise prevent the consummation thereof. (iv) No suit, action or other proceeding, investigation, or would result from injunction or final judgment relating thereto, shall be pending or threatened before any court or governmental agency in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with any of the Borrower entering into Transaction Documents. (v) There shall not have been an Adverse Effect with respect to the Adviser or the Fund since the date of this Agreement. (vi) The Adviser shall have (A) retained an Independent Verifier as contemplated by Section 10.01, (B) prepared a form of Independent Verification Report covering such matters as the Adviser and the Insurer have agreed as contemplated by Section 10.02, (C) delivered to the Insurer a fully executed copy of the Independent Verifier Agreement and (D) delivered to the other Loan DocumentsInsurer a certificate of an officer of the Adviser attesting to the due authorization, that constitutes an Event execution and delivery of Default or would constitute an Event the Independent Verifier Agreement by the Adviser. (vii) On the Inception Date, the Guarantee Amount shall not exceed $600,000,000. If, during the Offering Period, the Fund expects to receive subscriptions for its Shares which could result in such Guarantee Amount exceeding $600,000,000, then the Fund shall consult with the Insurer. If the Insurer agrees to increase such maximum amount in its sole discretion, this Agreement will be amended accordingly. (viii) The Adviser shall have provided to the Insurer a copy of Default the Pricing Procedures in effect with notice or lapse of time or bothrespect to the Fund.

Conditions Precedent to Effectiveness. The As conditions precedent to the Closing Date and the effectiveness of this Agreement is subject to satisfaction of each the following conditions precedent on or before such dateAgreement: (a1) The Administrative Agent Except to the extent permitted to be delivered after the Closing Date pursuant to Section 7.17, the Borrower Parties shall have received delivered or shall have caused to be delivered to the following on or before the Closing Date, each dated such date (except for the Disclosure Documents)Administrative Agent, in form and substance satisfactory to the Administrative Agent Agent, the Collateral Agent, the Lenders and their counsel and duly executed (except for if applicable) by the notes described in paragraph appropriate Persons (i)) if requested, with one copy sufficient copies for each Lenderof the Lenders), each of the following: (i) (A) This Agreement, duly executed by each of the parties hereto, and ; (B) To the extent requested by any applicable Lender at least three (3) Business Days prior to the Closing Date, a promissory note Revolving Loan Note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the Borrowersuch Lender; (iiC) Certified copies of the resolutions of the governing body of the Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company action with respect to this The REIT Guaranty; (D) The Subsidiary Guaranty; (E) The Pledge Agreement; (iiiF) A certificate of the Secretary, Assistant Secretary or an Assistant other Responsible Officer of each Borrower Party (or such Borrower Party’s general partner, managing member, manager or sole member, if applicable) attaching and certifying (i) the Certificate of Limited Partnership, Articles of Incorporation, Articles of Organization, Certificate of Formation or equivalent registered Organizational Document of such Borrower Party, certified by the Secretary of the State of such Borrower certifying Party’s state of incorporation or formation, (Aii) the names and true signatures limited partnership agreement, bylaws, limited liability company agreement or equivalent Organizational Document of such Borrower Party, (iii) the officers resolutions duly adopted by the Board of Directors of such Borrower Party (or the general partner, managing member, manager or sole member of such Borrower authorized to sign this Agreement and Party, if applicable) approving the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance of the Loan Documents on behalf of such Borrower Party, (iv) a certificate of good standing or analogous documentation for such Borrower Party dated as of a recent date from the Secretary of State of such Borrower Party’s state of incorporation or formation and (v) a certificate of incumbency containing the name, title and true signature of each officer of such Borrower Party (or the general partner, managing member, manager or sole member of such Borrower Party, if applicable) authorized to sign the Loan Documents to which such Borrower Party is a party on behalf of such Borrower Party; (G) Mortgaged Property Deliverables as requested by the Collateral Agent with respect to each Mortgaged Property; (H) Opinions of counsel for the Borrower Parties dated as of the Closing Date; (I) From a Responsible Officer of MAC, a Closing Certificate dated as of the Closing Date; (J) Evidence satisfactory to the Administrative Agent that all fees required to be paid by the Borrower on or before the Closing Date have been, or will upon the initial funding of this Agreement; (iv) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or Loans on the Borrower’s website no later than Closing Date be, paid in full, including, without limitation, the third Participating Lender Upfront Fee (3rd) Business Day immediately preceding as defined in the Closing DateFee Letter); (vK) One or more favorable opinions of counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower in form and substance Evidence satisfactory to the Administrative Agent that all reasonable costs and expenses of the Administrative Agent, the Collateral Agent, and the Joint Lead Arrangers, including, without limitation, fees of outside counsel and fees of third party consultants and appraisers, required to be paid by the Borrower on or prior to the Closing Date have been, or will upon the funding of the Loans on the Closing Date be, paid in full; (viL) The Fee Letters duly certificates representing the shares of Capital Stock pledged pursuant to the Pledge Agreement (to the extent certificated), together with an undated stock power for each such certificate executed in blank by a Responsible Officer of the pledgor thereof; (M) The results of a recent lien search in each of the parties theretomaterial jurisdictions in which Uniform Commercial Code financing statements or other filings or recordations should be made to evidence or perfect security interests in the assets of the Borrower Parties subject to the Security Documents; (viiN) All The Administrative Agent shall have received at least two (2) weeks before the Closing Date all documentation and other information about the Borrower and the Guarantors that shall have been reasonably requested by the Administrative Agent or the Lenders in writing at least three (3) weeks prior to the Closing Date and that the Administrative Agent and the Lenders reasonably determine is required by the Administrative Agent’s or any Lender’s internal policies and/or U.S. and/or any applicable foreign regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation PATRIOT Act and the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the Closing Date; and Beneficial Ownership Regulation (viii) At least five (5) days prior to the Closing Dateincluding, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrowerthe Borrower as required by the Beneficial Ownership Regulation for each Lender that so requests (which request shall be made through the Administrative Agent)), and the Administrative Agent and the Lenders shall have completed and be satisfied with their “know your customer” due diligence and procedures, anti-financial crime compliance approvals and client on-boarding procedures; (O) A Borrowing Base Certificate demonstrating that the Borrowing Base Amount as of such date will be greater than or equal to the total Revolving Credit Exposures (calculated on a pro forma basis after giving effect to the extensions of credit on the Closing Date) on such date; (P) A duly executed Borrowing Request for each Borrowing on the Closing Date; (Q) Proper financing statements (Form UCC-1 or the equivalent) for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by the Pledge Agreement; (R) [Reserved]; (S) A Compliance Certificate demonstrating that MAC and the Borrower are in compliance, on a pro forma basis after giving effect to the Transactions occurring on the Closing Date, with the covenants set forth in Section 8.11 as of the last day of the most recently ended Fiscal Quarter for which financial statements were required to have been delivered pursuant to Section 7.1 of the Original Credit Agreement; and (T) Each Assignment and Subordination of Property Management Agreement referenced in clause (a) of the definition thereof. (b2) The Administrative Agent shall have received the fees payable pursuant to the Fee Letters. (c) The following statements shall be true: (i) The All representations and warranties contained of the Borrower Parties set forth herein and in Section 4.01 are true the other Loan Documents shall be accurate and correct complete in all material respects as if made on and as of the Closing Date, unless any such representation and warranty speaks as of a particular date, in which case it shall be accurate and complete in all material respects as of such date; andprovided that, in each case, any representation or warranty that is qualified as to materiality or Material Adverse Effect or similar language shall be true and correct in all respects subject to such qualifiers. (ii3) No event has There shall not have occurred and is continuing, or would result from be continuing as of the Borrower entering into the Agreement and the other Loan Documents, that constitutes an Closing Date any Event of Default or would Potential Default. (4) The Closing Date Payments shall have been consummated, or shall be consummated substantially concurrently with the initial funding of the Loans hereunder on the Closing Date. (5) Since the Statement Date, there shall not have occurred any change, occurrence or development that could reasonably be expected, in the good faith opinion of the Administrative Agent or the Lenders, to have a Material Adverse Effect. The making of the initial Loans by the Lenders hereunder on the Closing Date shall conclusively be deemed to constitute an Event acknowledgement by the Administrative Agent, the Collateral Agent, each Issuing Lender and each Lender that each of Default the conditions precedent set forth in this Section 5.1 shall have been satisfied in accordance with notice its respective terms or lapse of time or bothshall have been irrevocably waived by such Person.

Conditions Precedent to Effectiveness. The effectiveness amendments set forth in Section 2 of this Agreement is subject Fourth Amendment and the consent of the Administrative Agent and the Banks set forth in Section 3 of this Fourth Amendment shall become effective as of the date (the "Fourth Amendment Effective Date"), as specified by the Administrative Agent, when counterparts hereof shall have been duly executed and delivered by the Majority Banks, the Administrative Agent, the Company and each of the Guarantors, and when each of the conditions precedent set forth in this Section 5 shall have been fulfilled to the satisfaction of each the following conditions precedent on or before such dateAdministrative Agent; provided that, as of the Fourth Amendment Effective Date, (i) the amendment set forth in Section 2(a) of this Fourth Amendment shall be deemed to be effective as of November 27, 1995 and (ii) the amendments set forth in Sections 2(c) and 2(h) of this Fourth Amendment shall be deemed to be effective as of December 31, 1995: (a) A. The Administrative Agent shall have received each of the following on or before the Closing Datedocuments, each dated such date (except for the Disclosure Documents), in form and substance of which shall be satisfactory to the Administrative Agent in form and (except for the notes described in paragraph (i)) with one copy for each Lendersubstance: (i) (A) This Agreement, duly executed by each of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the Borrower; (ii1) Certified copies of all corporate action and (if necessary) stockholder action taken by the Company and each Guarantor approving this Fourth Amendment and the Credit Agreement, as amended hereby, and the consummation of the transactions contemplated hereby and thereby (including, without limitation, a certificate setting forth the resolutions of the governing body Boards of Directors of the Borrower approving Company and each Guarantor adopted in respect of the transactions contemplated hereby and thereby). (2) A certificate of each of the Company and each Guarantor in respect of each of the officers (i) who is authorized to sign this Fourth Amendment on its behalf and (ii) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with the Credit Agreement, as amended hereby, and the transactions contemplated thereby and hereby. The Administrative Agent, the Agent, the Co-Agents and the Banks may conclusively rely on such certificate until the Administrative Agent receives notice in writing from the Company or either Guarantor, respectively, to the contrary. (3) A certificate of each of the Company and each Guarantor as to (i) the absence of changes to the certified copies of the certificate of incorporation and by-laws of the Company and each Guarantor delivered to the Administrative Agent and the Banks on the Third Amendment Effective Date and (ii) the continued good standing of the Company and each Guarantor in each jurisdiction in which the Company and each Guarantor are incorporated or qualified to do business. (4) An opinion of Counsel to the Company and the Guarantors, substantially in the form of Annex A hereto. (5) A certificate of a senior officer of each of the Company and each Guarantor to the effect set forth in Section 5.C of this Fourth Amendment. (6) Evidence of the payment of the fees provided for in Section 5.B of this Fourth Amendment, and of all documents evidencing other necessary limited liability company action with respect fees and expenses then payable, including, without limitation, pursuant to this Section 12.3 of the Credit Agreement;. (iii7) A certificate Evidence of payment (to the extent then payable) of (a) all interest on the Loans outstanding under the Credit Agreement and (b) all facility fees accrued through the Fourth Amendment Effective Date. (8) Evidence of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreement; (iv) Copies fulfillment of all the Disclosure Documents (it being agreed that such Disclosure Documents will conditions precedent to the effectiveness of the consent to the Contemplated Change of Control under, and the amendments to, the BNY Facility Agreement, which shall be deemed to have been delivered under substantially in the same form as the consent and amendments set forth in this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date);Fourth Amendment. (v9) One Such other documents and information as the Administrative Agent or more favorable opinions of counsel (including the opinion of in-house counsel any Bank may reasonably request, including, without limitation, all requisite governmental approvals and special New York and Texas counsel) for the Borrower in form and substance satisfactory filings. B. The Company shall have paid to the Administrative Agent; (vi) The Fee Letters duly executed by , for the account of each Bank, a non-refundable amendment fee in an amount equal to .05% of the parties thereto; amount of such Bank's Commitment (viiwhether or not utilized) All documentation and information 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 such documentation or information is requested by the Administrative Agent on behalf of the Lenders as in effect immediately prior to the Closing Fourth Amendment Effective Date. C. As of such date: (1) No Default or Event of Default shall have occurred and be continuing; and (viii) At least five (5) days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. (b) The Administrative Agent shall have received the fees payable pursuant to the Fee Letters. (c) The following statements shall be true: (i2) The representations and warranties contained made by the Company and each of the Guarantors in Section 4.01 are true 4 hereof and in any other certificate or other document delivered in connection with this Fourth Amendment or the Credit Agreement, as amended hereby, shall be true, correct and complete on and as of Closing Date; and (ii) No event has occurred each such date with the same force and is continuing, or would result from the Borrower entering into the Agreement effect as if made on and as of such date. The Administrative Agent will promptly notify the other Loan Documents, that constitutes an Event parties of Default or would constitute an Event the occurrence of Default with notice or lapse of time or boththe Fourth Amendment Effective Date.

Conditions Precedent to Effectiveness. The effectiveness of this This Agreement is subject to satisfaction of each shall become effective on the date (the “Effective Date”) that the following conditions precedent on or before such datehave been satisfied: (a) The Borrower shall have paid all fees and expenses of the Administrative Agent and the Lenders payable hereunder and accrued as of the Effective Date (including the accrued fees and expenses of counsel to the Administrative Agent). (b) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender 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 are correct in all material respects on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (c) The Administrative Agent shall have received the following on or before the Closing DateEffective Date the following, each dated such date (except for the Disclosure Documents)day, in form and substance satisfactory to the Administrative Agent and (except for the notes described Notes) in paragraph (i)) with one copy sufficient copies for each Lender: (i) (A) This Agreement, duly executed by each Executed counterparts of the this Agreement from all parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the Borrower;. (ii) If requested by a Lender, a Note payable to the order of such Lender, in a principal amount equal to each such Lender’s Commitment. (iii) Certified copies of the resolutions of the governing body Board of Directors (or committee thereof) of the Borrower and each other Loan Party approving this Agreement, the Notes and each Guaranty to which it is or is to be a party, and of all documents evidencing other necessary limited liability company corporate action and governmental and other third party approvals and consents, if any, with respect to this Agreement;, the Notes and each Guaranty. (iiiiv) A certificate of the Secretary or an Assistant Secretary of the Borrower each Loan Party certifying (A) the names and true signatures of the officers of the Borrower such Loan Party authorized to sign this Agreement the Loan Documents to which it is a party and the other documents to be delivered hereunder; . (Bv) that attached thereto are true A Subsidiary Guaranty executed by each Subsidiary Guarantor, and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance Parent Guaranty duly executed by the Borrower of this Agreement;Parent and IHCL. (ivvi) Copies An opinion of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of & Bird LLP, counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower and certain other Loan Parties, in substantially the form of Exhibit F attached hereto. (vii) An opinion of Linklaters, English counsel for IHCL, in substantially the form of Exhibit G attached hereto and substance to such other matters as any Lender through the Administrative Agent may reasonably request. (viii) An opinion of ▇▇▇▇▇▇▇, Bermuda counsel for the Parent, in substantially the form of Exhibit H attached hereto and to such other matters as any Lender through the Administrative Agent may reasonably request. (ix) An acceptance of the appointment of the Process Agent (as such term is defined in Section 8.12) for each of the Parent and IHCL. (x) A certificate signed by the chief financial officer of the Borrower certifying the current Debt Ratings. (d) All amounts outstanding, if any, under the Existing Credit Agreement shall have been paid, and the Existing Credit Agreement shall have been terminated (including termination of all commitments thereunder) in writing satisfactory to the Administrative Agent; (vi) The Fee Letters duly executed by each of the parties thereto; (vii) All documentation and information 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 such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the Closing Date; and (viii) At least five (5) days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. (be) The Administrative Agent shall have received the fees payable pursuant to the Fee Letters. (c) The following statements shall be true: (i) The representations the Consolidated financial statements of the Parent and warranties contained in Section 4.01 are true its Subsidiaries for the fiscal quarter ended March 31, 2009 and correct on and as of Closing Date; and (ii) No event has occurred the financial projections of the Parent and is continuingits Subsidiaries on a Consolidated basis for the fiscal years ended 2009, or would result from 2010 and 2011, in each case, in form and substance reasonably satisfactory to the Borrower entering into the Agreement and the other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or bothAdministrative Agent.

Conditions Precedent to Effectiveness. The effectiveness of this the Existing Purchase Agreement is was subject to satisfaction the fulfillment of each the following conditions precedent on or before such dateprecedent: (a) The Administrative the Existing Purchase Agreement, the Servicing Agreement, the Collection Agency Agreement, the Irrevocable Payment Instructions, the Underwriting Agreement and the Transfer Agreement (as such terms are defined in the Existing Purchase Agreement) shall each have been duly executed by the parties thereto and shall each be in full force and effect, and the Program Agent shall have received fully executed copies thereof; (b) the following on Program Agent shall have received fully executed copies of each Underwriting Agreement, Distribution Plan, Prospectus and Advisory Agreement relating to each Fund which shall be in full force and effect and shall be in form and substance reasonably satisfactory to the Program Agent; (c) the Program Agent shall have received such opinions of counsel as it shall have reasonably requested in form, scope and substance reasonably satisfactory to the Program Agent; (d) the Program Agent shall have received a signed certificate of the President or before a Vice President and a Secretary or Assistant Secretary of the Closing DateDistributor, the Seller and the Advisor, substantially in the form of Exhibits B-1, ▇-▇ ▇▇▇ B-3 hereto, respectively; (e) the Program Agent shall have received time stamped receipt copies of proper financing statements duly filed under the UCC of all jurisdictions that the Program Agent may reasonably deem necessary or desirable in order to perfect the ownership interest of the Seller in the Receivables sold pursuant to the Transfer Agreement and to perfect the ownership interest of the Purchaser in the Purchased Receivables relating to each Fund, as contemplated by the Existing Purchase Agreement, and the Collections in respect thereto, each dated such date (except for the Disclosure Documents)of which shall be in form, in form scope and substance satisfactory to the Administrative Program Agent and (except for as of the notes described in paragraph (i)) with one copy for each Lender:date given; (if) the Program Agent shall have received certified copies of requests for information (Form UCC-11) (A) This Agreementor a similar search report certified by a party acceptable to the Program Agent), duly executed by each of dated reasonably near the parties heretoinitial Purchase Date, listing all effective financing statements which name the Distributor or the Seller (under their present names or any previous names), as debtor and (B) a promissory note payable which are filed in the jurisdictions in which filings were required to each Lender that requests one be made pursuant to Section 2.153.01(e), duly completed and executed by the Borrower; (ii) Certified together with copies of the resolutions such financing statements (none of the governing body of the Borrower approving this Agreementwhich, and of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect shall indicate any Adverse Claim on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreement; (iv) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Dateany Receivables); (v) One or more favorable opinions of counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower in form and substance satisfactory to the Administrative Agent; (vi) The Fee Letters duly executed by each of the parties thereto; (vii) All documentation and information 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 such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the Closing Date; and (viiig) At least five (5) days prior the Board of Trustees of each Company shall have approved the Distribution Plan and Underwriting Agreement relating to each Fund related to such Company by a vote of the majority of its Trustees who are not interested persons, within the meaning of the Investment Company Act, in recognition of the transactions contemplated by the Facility Documents by resolution acceptable as of the date given to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to BorrowerProgram Agent. (b) The Administrative Agent shall have received the fees payable pursuant to the Fee Letters. (c) The following statements shall be true: (i) The representations and warranties contained in Section 4.01 are true and correct on and as of Closing Date; and (ii) No event has occurred and is continuing, or would result from the Borrower entering into the Agreement and the other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or both.

Conditions Precedent to Effectiveness. The effectiveness of this Agreement is each of the Existing Purchase Agreements was subject to satisfaction the fulfillment of each the following conditions precedent on or before such dateprecedent: (a) The Administrative such Existing Purchase Agreement, the Servicing Agreement, the Collection Agency Agreement, the Irrevocable Payment Instructions, the Underwriting Agreement and the Transfer Agreement (as such terms are defined in such Existing Purchase Agreement) shall each have been duly executed by the parties thereto and shall each be in full force and effect, and the Program Agent shall have received fully executed copies thereof; (b) the following on Program Agent shall have received fully executed copies of each Underwriting Agreement, Distribution Plan, Prospectus and Advisory Agreement relating to each Fund which shall be in full force and effect and shall be in form and substance reasonably satisfactory to the Program Agent; (c) the Program Agent shall have received such opinions of counsel as it shall have reasonably requested in form, scope and substance reasonably satisfactory to the Program Agent; (d) the Program Agent shall have received a signed certificate of the President or before a Vice President and a Secretary or Assistant Secretary of the Closing DateDistributor (as defined in such Existing Purchase Agreement), the Seller (as defined in such Existing Purchase Agreement)and the applicable Advisor, substantially in the form of Exhibits B-▇, ▇-▇ and B-3 hereto, respectively; (e) the Program Agent shall have received time stamped receipt copies of proper financing statements duly filed under the UCC of all jurisdictions that the Program Agent may reasonably deem necessary or desirable in order to perfect the ownership interest of the Seller in the Receivables (as defined in such Existing Purchase Agreement) sold pursuant to the Transfer Agreement and to perfect the ownership interest of the Purchaser in the Purchased Receivables (as defined in such Existing Purchase Agreement) relating to each Fund, as contemplated by such Existing Purchase Agreement, and the Collections in respect thereto, each dated such date (except for the Disclosure Documents)of which shall be in form, in form scope and substance satisfactory to the Administrative Program Agent and (except for as of the notes described in paragraph (i)) with one copy for each Lender:date given; (if) the Program Agent shall have received certified copies of requests for information (Form UCC-11) (A) This or a similar search report certified by a party acceptable to the Program Agent), dated reasonably near the initial Purchase Date under such Existing Purchase Agreement, duly executed by each of listing all effective financing statements which name the parties heretoDistributor or the Seller (under their present names or any previous names), as debtor and (B) a promissory note payable which are filed in the jurisdictions in which filings were required to each Lender that requests one be made pursuant to Section 2.153.01(e) of such Existing Purchase Agreement, duly completed and executed by the Borrower; (ii) Certified together with copies of the resolutions such financing statements (none of the governing body of the Borrower approving this Agreementwhich, and of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect shall indicate any Adverse Claim on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreement; (iv) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Dateany Receivables); (v) One or more favorable opinions of counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower in form and substance satisfactory to the Administrative Agent; (vi) The Fee Letters duly executed by each of the parties thereto; (vii) All documentation and information 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 such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the Closing Date; and (viiig) At least five (5) days prior the Board of Trustees of each Company shall have approved the Distribution Plan and Underwriting Agreement relating to each Fund related to such Company by a vote of the majority of its Trustees who are not interested persons, within the meaning of the Investment Company Act, in recognition of the transactions contemplated by the Facility Documents by resolution acceptable as of the date given to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to BorrowerProgram Agent. (b) The Administrative Agent shall have received the fees payable pursuant to the Fee Letters. (c) The following statements shall be true: (i) The representations and warranties contained in Section 4.01 are true and correct on and as of Closing Date; and (ii) No event has occurred and is continuing, or would result from the Borrower entering into the Agreement and the other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or both.

Conditions Precedent to Effectiveness. The effectiveness of this Agreement initial Purchase Date hereunder is subject to satisfaction of each the following conditions precedent on or before such date: (a) The that the Collateral Agent, the Administrative Agent and each Purchaser Agent shall have received (unless otherwise waived), each of the following on or before the Closing Date, each dated such date (except for the Disclosure Documents), in form and substance reasonably satisfactory to the Collateral Agent, the Administrative Agent and each Purchaser Agent: (except for a) a copy of the notes described in paragraph resolutions or unanimous written consents, as applicable, of the board of directors or managers or member (ior any authorized sub-committee)) with one copy for each Lender: (i) (A) This Agreement, duly executed by as the case may be, of each of the parties heretoADT Entities required to authorize the execution, delivery, and performance by such ADT Entity of each Transaction Document to be delivered by it hereunder, certified by its secretary or any other authorized person; (Bb) good standing certificates (or the equivalent) for each of the ADT Entities issued by the Secretary of State (or the equivalent) of the jurisdiction in which each such entity is organized; (c) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the Borrower; (ii) Certified copies of the resolutions of the governing body of the Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iii) A certificate of the Secretary secretary or an Assistant Secretary assistant secretary of each of the Borrower ADT Entities certifying (A) the names and true signatures of the officers of the Borrower authorized on its behalf to sign this Agreement and the other documents Transaction Documents to be delivered hereunderby it (on which certificate the Collateral Agent, the Administrative Agent, each Purchaser and each Purchaser Agent may conclusively rely until such time as such party shall have received from any such ADT Entity, a revised certificate meeting the requirements of this clause (c)); (Bd) that attached thereto are true and correct copies of the organizational documents Constituent Documents of each of the BorrowerADT Entities duly certified by the secretary or an assistant secretary of each such ADT Entity, and in in the case of any certificates or articles of incorporation, formation or organization, certified by the Secretary of State (or the equivalent) of the jurisdiction in which each case such entity is organized; (e) a search report by a nationally recognized search firm provided in writing to the Collateral Agent and the Administrative Agent by the Servicer listing all financing 28 statements, state and federal tax, or ERISA liens and judgments that name the Seller or ADT, as debtor and that are filed in effect on the Closing Date; jurisdictions in which filings were made pursuant to clause (f) and (C) any other jurisdictions that attached thereto are true and correct the Collateral Agent or the Administrative Agent shall reasonably request together with copies of all governmental such financing statements; (f) copies of proper financing statements (form UCC-3) (including amendment and regulatory authorizations termination statements) and approvals release documentation each in form and substance reasonably satisfactory to the Collateral Agent and the Administrative Agent with respect to any financing statement included in the search report described in clause (if anye) required for above, to the due executionextent that any such financing statement set forth therein covers any Pool Receivables or Related Assets, delivery and performance by the Borrower of other than financing statements filed pursuant to this Agreement; ; (ivg) Copies proper financing statements naming the Seller as debtor, and the Collateral Agent as secured party, to be filed in all applicable jurisdictions in respect of all the Disclosure Documents Collateral; (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (ivh) if such documents are publicly available on favorable opinions of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of counsel & ▇▇▇▇▇▇▇▇ LLP (including with respect to creation and perfection of security interests under the opinion of inapplicable UCC) counsel to the ADT Entities; non-house counsel consolidation, and special New York true sale matters; and Texas counsel) for other customary opinions required by the Borrower in form Collateral Agent and substance satisfactory to the Administrative Agent; ; (vii) The Fee Letters completion of satisfactory due diligence in respect of the Receivable Pool by Purchasers, Purchaser Agents, the Collateral Agent, and the Administrative Agent; (j) duly executed by copies of each of the parties thereto; Fee Letters; (viik) All documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsduly executed copies of the Transaction Documents, including without limitation a Payment Direction in respect of each Lock-box Account, each Collection Account and the Patriot ActOmnibus Account which shall each be in full force and effect, and completion of the form of each Exhibit to this Agreement not attached hereto as of the extent Closing Date together with an amendment hereto attaching such documentation Exhibits; (l) payment by or information is requested by the Administrative Agent on behalf of the Lenders prior Seller of each Purchaser’s, each Purchaser Agent’s, the Collateral Agent’s, and the Administrative Agent’s reasonable and documented out-of-pocket costs and expenses, including all reasonable and documented invoiced legal fees of counsel to such parties and all audit fees of Protiviti Inc. and all Fees required to be paid on the Closing Date under any Fee Letter; (m) a pro-forma Information Package, which shall evidence compliance with the terms of this Agreement, after giving credit to the Closing Dateinitial transfer of an interest in Receivables under this Agreement; and (viiin) At least five (5) days prior entry into a mutually satisfactory agreement, together with an amendment to the Closing Datethis Agreement to reflect such agreement, if the in respect of applicable confidentiality and information protection requirements in respect of Non-Public Borrower qualifies as a “legal entity customer” under the Beneficial Ownership RegulationData, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. (b) The Administrative Agent shall have received the fees payable pursuant to the Fee Letters. (c) The following statements shall be true: (i) The representations and warranties contained in Section 4.01 are true and correct on and as of Closing Date; and (ii) No event has occurred and is continuing, or would result from the Borrower entering into the Agreement and the other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or both.including 29 SK 28677 0004 8494650 v1217

Conditions Precedent to Effectiveness. The effectiveness of this Agreement is and the obligation of Lender to make any Loans to Borrower or to cause the Issuing Bank to issue any Letters of Credit in accordance with the terms hereof are subject to satisfaction the condition precedent that Borrower deliver to Lender each of the following, each the following conditions precedent on or before such dateof which shall be in form and substance reasonably satisfactory to Lender: (a) The Administrative Agent shall have received counterparts of this Agreement and all other Loan Documents executed by the following on or before the Closing Date, each dated such date (except for the Disclosure Documents), in form and substance satisfactory to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each Lender:parties hereto; (ib) the Revolving Note executed by Borrower, payable to Lender and complying with the terms of Section 2.12; (Ac) This Agreement, duly the Guaranty executed by each Guarantor; (d) an opinion of counsel to the Loan Parties, and addressed to Lender in substantially the form of Exhibit F; (e) a certified copy of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the Bylaws of Borrower; (iif) Certified copies a certificate of incumbency signed by the resolutions Secretary or Assistant Secretary of the governing body of the Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures each of the officers of the Borrower authorized to sign this Agreement execute and deliver the other documents Loan Documents to be delivered hereunder; which Borrower is a party; (Bg) that attached thereto are true and correct certified copies (certified by the Secretary or Assistant Secretary of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for action taken by Borrower's Board of Directors to authorize the due execution, delivery and performance by of the Borrower of this AgreementLoan Documents to which it is a party; (ivh) Copies certified copy (certified by the Secretary or Assistant Secretary of all Borrower) of the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date)Amended and Restated Declaration of Trust of Borrower as filed in Harris County, Texas; (v▇) One the articles of incorporation, articles of organization, certificate of limited partnership or more favorable opinions other comparable organizational instrument (if any) of counsel (including each Guarantor certified as of a recent date by the opinion Secretary of in-house counsel and special New York and Texas counsel) for State of the Borrower in form and substance satisfactory to the Administrative AgentState of formation of such Guarantor; (vij) The Fee Letters duly executed a Certificate of Good Standing or certificate of similar meaning with respect to each Guarantor issued as of a recent date by the Secretary of State of the State of formation of each such Guarantor and certificates of qualification to transact business or other comparable certificates issued by each Secretary of State (and any state department of taxation, as applicable) of each state in which each such Guarantor is required to be so qualified; (k) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Guarantor with respect to each of the parties theretoofficers of such Guarantor authorized to execute and deliver the Loan Documents to which such Guarantor is a party; (viil) All documentation and information 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 such documentation or information is requested copies certified by the Administrative Agent on behalf Secretary or Assistant Secretary of the Lenders prior to the Closing Date; and each Guarantor (viiior other individual performing similar functions) At least five (5) days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. (b) The Administrative Agent shall have received the fees payable pursuant to the Fee Letters. (c) The following statements shall be true: of (i) The representations the by-laws of such Guarantor, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and warranties contained in Section 4.01 are true and correct on and as of Closing Date; and (ii) No event has occurred all corporate, partnership, member or other necessary action taken by such Guarantor to authorize the execution, delivery and performance of the Loan Documents to which it is continuing, or would result from a party; (m) an Unencumbered Pool Certificate calculated as of the Borrower entering into date hereof; (n) the Agreement fees then due under Section 3.1; (o) such other documents and the other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or bothinstruments as Lender may reasonably request.

Conditions Precedent to Effectiveness. The effectiveness of this Agreement is and the obligations of the Lenders to make the Loans and of the Issuing Lender to issue any Letter of Credit shall be subject to the prior satisfaction of each of the following conditions precedent on or before such dateconditions: (a) The Administrative Agent Lenders shall have received each of the following on or before the Closing Date, each dated such date (except for the Disclosure Documents)following, in form and substance satisfactory to the Administrative Agent Lenders and (except for the notes described in paragraph (i)) with one copy for each Lendertheir counsel: (i) (A1) This AgreementAgreement and the Notes, duly executed by each of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed delivered by the Borrower; (ii2) Certified copies Financing statements and other documents as any of the Lenders may deem reasonably necessary or proper to perfect the Security Interests in the Collateral; (3) The Mortgage, duly executed and delivered by the Borrower; (4) Fully paid mortgagee title insurance policies (or binding commitments to issue title insurance policies, marked to Agent's satisfaction to evidence the form of such policies to be delivered with respect to the Mortgage), in standard ALTA form, issued by a title insurance company satisfactory to Agent, each in an amount equal to not less than the fair market value of the Property insuring the Mortgage as creating a valid Lien on the Property with no exceptions which Agent shall not have approved in writing and no survey exceptions; (5) The Guaranty duly executed and delivered by each of the Guarantors; (6) The Guarantor Security Agreement duly executed and delivered by each of the Secured Guarantors, together with financing statements and other documents as any of the Lenders may deem reasonably necessary or proper to perfect the security interests granted thereby in the collateral covered thereby; (7) Copies of all corporate action taken by the Borrower and each Guarantor, including resolutions of their Board of Directors, authorizing the governing body execution, delivery, and performance of the Borrower approving Loan Documents to which each is a party and each other document to be delivered pursuant to this Agreement, and of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iii) A certificate certified as of the Secretary or an Assistant date of this Agreement by the Secretary of the Borrower or such Guarantor, as the case may be; (8) A certificate, dated as of the date of this Agreement, of the Secretary of the Borrower and of the Secretary of each Guarantor certifying (A) the names and true signatures of the officers of the Borrower or such Guarantor authorized to sign this Agreement the Loan Documents to which the Borrower or such Guarantor is a party and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower or such Guarantor under this Agreement; (9) A favorable opinion of independent counsel for the Borrower and the Guarantors, satisfactory to Lenders, dated the date of this Agreement; (iv10) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ A letter duly executed by an actuary or on the Borrower’s website no later than 's pension administrator stating the third annual valuation of each Plan, the status of the Borrower's and each ERISA Affiliate's compliance with ERISA, and the status of the Borrower's and each ERISA Affiliate's funding of each Plan. (3rd11) Business Day immediately preceding Certificates of insurance evidencing compliance with the Closing Date)insurance requirements of this Agreement; (v12) One or more favorable opinions The certificate of counsel (including incorporation and bylaws certified by the opinion Secretary of in-house counsel and special New York and Texas counsel) for the Borrower in form and substance satisfactory to the Administrative Agenteach Guarantor; (vi13) The Fee Letters duly executed A Certificate of Good Standing issued by each the Secretary of the parties theretoState of its jurisdiction of organization evidencing that the Borrower and each Guarantor is a domestic corporation in good standing in such jurisdiction; (vii14) All documentation A Borrowing Base Certificate as of December 31, 2002; (15) The following due diligence documents: (a) receipt and information 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 such documentation or information is requested by the Administrative Agent on behalf satisfactory review of the Lenders prior to Subordinated Notes and the Closing DateSubordinated Debentures, (b) receipt and satisfactory review of a Phase I Environmental Site Assessment in respect of the Property, (c) receipt of a satisfactory appraisal of the Property, and (d) receipt and satisfactory review of a Certificate of Compliance and a Borrowing Base Certificate as of December 31, 2002; (16) The remainder of the Commitment Fee ($57,500) in immediately available funds; and (viii17) At least five (5) days prior to All other documents, instruments and agreements that the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification Agent shall reasonably require in relation to Borrowerconnection with this Agreement. (b) The Administrative Agent Since the date of the Borrower's application for the Facilities, (i) there shall have received occurred no material depreciation in the fees payable pursuant value of the Collateral, (ii) there shall have occurred no material adverse change in the operation, financial condition or business prospects of the Borrower or any of the Guarantors on a consolidated basis, (iii) no litigation shall have been commenced or threatened which, if successful, would have a Material Adverse Effect or challenges the transactions contemplated by this Agreement, (iv) no Default or Event of Default shall have occurred or be continuing, and (v) no representations made or information supplied to the Fee LettersAgent or any Lender shall have proven to be false or misleading in any material respect as of the date made. (c) The following statements shall be true: (i) The All representations and warranties contained in Section 4.01 are true and correct on and as of Closing Date; and (ii) No event has occurred and is continuing, or would result from the Borrower entering into the this Agreement and the other Loan Documents, that constitutes an Event Documents shall be true and correct in all material respects as of Default or would constitute an Event of Default with notice or lapse of time or boththe Closing Date.

Conditions Precedent to Effectiveness. The occurrence of the Closing Date and the effectiveness of this Agreement is are subject to satisfaction of each the following conditions precedent on or before such dateprecedent: (a) The Administrative Agent shall have received Agent’s receipt of the following on or before the Closing Date, each dated such date (except for the Disclosure Documents), in form and substance satisfactory to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each Lenderfollowing: (i) (A) This Agreement, duly executed by each counterparts of this Agreement signed on behalf of the parties heretoBorrower, and (B) a promissory note payable to each Lender that requests one pursuant and the Administrative Agent (which, subject to Section 2.1510.10(b), duly completed and may include any Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed by the Borrowersignature page); (ii) Certified copies a customary secretary’s certificate of the Borrower dated the Closing Date and signed by a Responsible Officer of the Borrower, attaching and, where applicable, certifying (A) a copy of the certificate of incorporation of the Borrower, certified as of a recent date prior to the Closing Date by the Secretary of State of South Carolina, (B) a copy of the by-laws of the Borrower, (C) a copy of the resolutions of the governing body board of directors of the Borrower approving this Agreementthe Loan Documents and the transactions contemplated thereby, and of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (AD) the names and true signatures of the officers of the Borrower authorized to sign this Agreement the Loan Documents and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower hereunder, and (E) a good standing certificate (certificate of this Agreementexistence) for the Borrower from the Secretary of State of South Carolina dated as of a recent date; (iviii) Copies favorable opinions of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on Freshfields Bruckhaus ▇▇▇▇▇▇▇▇ or on US LLP, counsel to the Borrower’s website no later than , and ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, P.A., counsel to the third (3rd) Business Day immediately preceding Borrower, each dated the Closing Date); (v) One or more favorable opinions of counsel (including Date and addressed to the opinion of in-house counsel Administrative Agent and special New York and Texas counsel) for the Borrower Lenders, in a form and substance reasonably satisfactory to the Administrative Agent;; and (viiv) a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, certifying that the conditions specified in Sections 4.01(c) and 4.01(d) have been satisfied. (b) The Arrangers, the Administrative Agent and the Lenders shall have received all fees and invoiced expenses required to be paid by the Borrower on or prior to the Closing Date under this Agreement, the Administrative Agent Fee Letters duly executed by each Letter and the Arranger Fee Letter (in the case of expenses, to the extent invoiced at least three days prior to the Closing Date). (c) The representations and warranties of the parties thereto;Borrower contained in this Agreement shall be true and correct in all material respects (and in all respects to the extent any such representation and warranty is already qualified by materiality or a reference to Material Adverse Effect) on and as of the Closing 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 (and in all respects to the extent any such representation and warranty is already qualified by materiality or a reference to Material Adverse Effect) as of such earlier date. (viid) All No Default shall exist and be continuing as of the Closing Date. (e) The Administrative Agent and the Lenders shall have received (i) at least three Business Days prior to the Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including without limitation the Patriot PATRIOT Act, to the extent such documentation or information is reasonably requested by the Administrative Agent on behalf of the Lenders at least ten Business Days prior to the Closing Date; and and (viiiii) At at least five (5) days three Business Days prior to the Closing Date, if to the extent that the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to the Borrower. (b) The . Without limiting the generality of the provisions of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement 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 a Lender unless the Administrative Agent shall have received the fees payable pursuant notice from such Lender prior to the Fee Letters. (c) proposed Closing Date specifying its objection thereto. The following statements Administrative Agent shall notify the Borrower and the Lenders of the occurrence of the Closing Date, and such notice shall be true: (i) The representations conclusive and warranties contained in Section 4.01 are true and correct binding on and as of Closing Date; and (ii) No event has occurred and is continuing, or would result from the Borrower entering into the Agreement and the other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or bothall parties hereto.

Conditions Precedent to Effectiveness. The effectiveness amendment of this the Existing Credit Agreement is subject to as set forth on Exhibit A and the corresponding amendments set forth in Section II above shall become effective on the Second Amendment Effective Date upon satisfaction of each the following conditions precedent on or before such dateto the satisfaction of the Administrative Agent and the Lenders: (a) The the Administrative Agent shall have received this Amendment duly executed and delivered by the following on or before Loan Parties, the Closing DateAdministrative Agent and the Lenders; (b) the Administrative Agent shall have received Revolving Notes substantially in the form of Exhibit G to the Credit Agreement issued in favor of each Revolving Lender that is an Increase Lender reflecting the principal amount of such ▇▇▇▇▇▇’s Revolving Commitment after giving effect to the Increase, each dated such date duly executed and delivered by the Borrower. (except for c) the Disclosure Documents)Administrative Agent shall have received an opinion of the general counsel of the Loan Parties, in form and substance satisfactory addressed to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each Lender: (i) (A) This AgreementLenders, duly executed by each of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the Borrower; (ii) Certified copies of the resolutions of the governing body of the Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreement; (iv) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower in form and substance satisfactory to the Administrative Agent; (vid) The Fee Letters duly the Administrative Agent shall have received an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ PC, counsel to the Administrative Agent, addressed to the Administrative Agent and the Lenders, addressing the enforceability of the Amendment; (e) the Administrative Agent shall have received a certificate signed by the Secretary or Assistant Secretary of the Parent and the Borrower, dated as of the Second Amendment Effective Date, certifying as to (i) the bylaws of the Parent or limited partnership agreement of the Borrower, as applicable, (ii) the declaration of trust of the Parent or the certificate of limited partnership of the Borrower, as applicable, in each case, certified as of a recent date by the Secretary of State of the State of formation of such Person, (iii) all partnership or other necessary action taken by the Parent to authorize the Increase, the guaranty of the Increase and the execution, delivery and performance of this Amendment, the Revolving Notes, and all other documents and certificates to which either the Parent or the Borrower is a party and executed in connection with the transactions contemplated hereby (such other documents and certificates, together with the Amendment and Revolving Notes, the “Amendment Documents”), (iv) a certificate of good standing or certificate of similar meaning with respect to the Parent and the Borrower issued as of a recent date by the Secretary of State of the state of formation of each such Person and certificates of qualification to transact business or other comparable certificates issued by the Secretary of State (and any state department of taxation, as applicable) of each state in which each such Person is required to be so qualified where failure to be so qualified could reasonably be expected to have a Material Adverse Effect, and (v) the incumbency of the officers of the Parent authorized to execute and deliver the Amendment Documents on behalf of the Parent and the Borrower; (f) the Administrative Agent shall have received a Compliance Certificate calculated as of the Second Amendment Effective Date (using the financial statements as of June 30, 2025, and giving pro forma effect to the financing contemplated by this Amendment and, if any, the use of the proceeds of the Loans to be funded on the Effective Date); (g) the Administrative Agent shall have received a certificate signed by an officer of the Parent, certifying that the conditions set forth in Section 5.1(b) and Section 5.2 of the Credit Agreement are satisfied as of the Second Amendment Effective Date; (h) the Administrative Agent shall have received an Augmenting Lender Agreement, dated as of the date hereof, executed and delivered by each of New Lender and the other parties thereto; (viii) All the Administrative Agent shall have received an Increasing Lender Agreement, dated as of the date hereof, executed and delivered by each existing Lender who is an Increase Lender; (j) to the extent required by the Administrative Agent or any Lender, each such Person shall have received (i) all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot USA PATRIOT Act, to the extent such documentation and a properly completed and signed IRS Form W-8 or information is requested by the Administrative Agent on behalf of the Lenders prior to the Closing Date; and (viii) At W-9, as applicable, for each Loan Party, in each case at least five (5) days prior to the Closing Effective Date, if and (ii) at least five days prior to the Borrower Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must Regulation shall deliver a Beneficial Ownership Certification in relation to Borrower.such Loan Party; (bk) The the Administrative Agent shall have received the fees payable pursuant to results of a recent UCC lien search in the Fee Letters.jurisdictions of organization of the Borrower and the Parent; (cl) The following statements the Administrative Agent shall be true: (i) The representations have received all such other documents, agreements and warranties contained in Section 4.01 are true and correct on and instruments as of Closing Datethe Administrative Agent may reasonably require; and (iim) No event has occurred and is continuing, or would result from payment by the Borrower entering into in immediately available funds of the Agreement fees payable in connection with this Amendment, including such fees set forth in the fee letter delivered in connection with this Amendment and all reasonable and documented fees and expenses of counsel to the other Loan DocumentsAdministrative Agent in connection with the preparation, that constitutes an Event negotiation, execution and delivery of Default or would constitute an Event of Default with notice or lapse of time or boththis Amendment.

Conditions Precedent to Effectiveness. The effectiveness of the amendment and restatement of the Existing Credit Agreement pursuant to Section 4 of this Agreement is shall be subject to the satisfaction (or waiver) of each the following conditions precedent on or before such dateprecedent: (a) The Administrative Agent (or its counsel) shall have received from each of the Borrower, the Parent, the Required Lenders under (and as defined in) the Existing Credit Agreement and each of the Lenders either a counterpart of this Agreement signed on behalf of such party or written evidence satisfactory to the Agent (which may include facsimile or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Agent (or its counsel) shall have received from each Subsidiary, if any, that is a Subsidiary Loan Party as of the Restatement Effective Date, and is not already a Guarantor, a supplement to the Guarantee Agreement, in the form specified therein, duly executed and delivered on behalf of such Person. (c) The Agent shall have received a favorable written opinion (addressed to the following on Agent and the Lenders and dated the Restatement Effective Date) of each of (i) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, General Counsel of the Borrower, (ii) Shearman & Sterling LLP, counsel to the Loan Parties, and (iii) if reasonably requested by the Agent, local counsel in Luxembourg, Brazil and Scotland, in each case, in form and substance reasonably satisfactory to the Agent, and in each case covering such other matters relating to the Loan Parties, the Loan Documents or before the Closing DateRestatement Transactions as the Agent or the Required Lenders shall reasonably request. The Parent and the Borrower hereby request such counsel to deliver such opinions. (d) The Agent shall have received such documents and certificates as the Agent or its counsel may reasonably request relating to the organization, each dated such date (except for existence and good standing of the Disclosure Documents)Loan Parties and the authorization of the Restatement Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Restatement Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (except for e) The representations and warranties of the notes described Loan Parties set forth in paragraph the Loan Documents shall be true and correct in all material respects as of the Restatement Effective Date, no Default shall have occurred and be continuing as of the Restatement Effective Date and the Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President & Chief Executive Officer, an Executive Vice President or a Financial Officer of each of the Parent and the Borrower, confirming the foregoing. (i)f) with one copy for each Lender: The Agent shall have received (i) (A) This Agreementall fees and other amounts due and payable on or prior to the Restatement Effective Date, duly executed by each including, to the extent invoiced, reimbursement or payment of the parties hereto, and (B) a promissory note payable all out-of-pocket expenses required to each Lender that requests one pursuant to Section 2.15, duly completed and executed be reimbursed or paid by the Borrower; Borrower under the Loan Documents and (ii) Certified copies an amount sufficient to prepay all Loans outstanding under (and as defined in) the Existing Credit Agreement and to pay all accrued and unpaid interest under the Existing Credit Agreement and all accrued and unpaid fees owing to the Existing Lenders under paragraphs (a) and (b) of Section 2.11 of the resolutions Existing Credit Agreement. If any LC Disbursements are outstanding as of the governing body of the Borrower approving this AgreementRestatement Effective Date, and of all documents evidencing other necessary limited liability company action such LC Disbursements shall be repaid, together with respect to this Agreement;any interest accrued thereon. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreement; (iv) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower in form and substance satisfactory to the Administrative Agent; (vig) The Fee Letters duly executed by each of the parties thereto; (vii) All Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot USA PATRIOT Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the Closing Date; and (viii) At least five (5) days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. (bh) The Administrative Agent shall have received the fees payable an updated Perfection Schedule (which shall include such information required pursuant to Section 5.10(b) of the Fee LettersAmended Credit Agreement), dated the Restatement Effective Date and attached as Schedule 3.02 to the Collateral Agreement delivered pursuant to Section 6(i). (c) The following statements shall be true: (i) The representations Agent (or its counsel) shall have received counterparts of amendments and warranties contained restatements of each of the Collateral Agreement and the Guarantee Agreement as shall be necessary or (in Section 4.01 are true the opinion of the Agent) appropriate in order for (i) the Secured Obligations under the Amended Credit Agreement to be secured under the Collateral Agreement and correct on and as of Closing Date; and (ii) No event has occurred the Secured Obligations consisting of Secured Swap Obligations (under and is continuingas defined in the Collateral Agreement) to be guaranteed under the Guarantee Agreement, or would result from in each case reasonably satisfactory in form and substance to the Agent and its counsel and signed on behalf of the parties thereto. (j) The Agent shall be satisfied that the Borrower entering into shall have taken (or caused to be taken) such actions, including execution and delivery of such documents and certificates, as shall be necessary under the terms of the First Lien Intercreditor Agreement and the other Loan Senior Secured Notes Indenture in order for the Secured Obligations under the Amended Credit Agreement to be secured by the Security Documents, as amended as described above. (k) If any Borrowing is to be made under the Amended Credit Agreement on the Restatement Effective Date, the Agent shall have received prior notice thereof in accordance with the Amended Credit Agreement and shall be satisfied that constitutes an Event arrangements have been made for payment of Default break funding costs that would be required under Section 2.16 of the Amended Credit Agreement if such borrowing is not made on the date requested to be made. The Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment and restatement of the Existing Credit Agreement as contemplated hereby shall not become effective unless each of the foregoing conditions in this section is satisfied (or would constitute an Event waived) at or prior to 5:00 p.m., New York City time, on the Amendment Termination Date (and, in the event such conditions are not so satisfied or waived, the Existing Credit Agreement shall remain in effect without giving effect to any provisions of Default with notice or lapse of time or boththis Agreement).

Conditions Precedent to Effectiveness. The effectiveness of this This Agreement is subject to satisfaction of each will become effective upon the following conditions precedent being met (unless waived in writing by all Lenders) including the receipt by the Agent, for and on or before such datebehalf of the Lenders, of the following: (a) The Administrative Agent shall have received the following on a duly executed copy of this Agreement; (b) a certificate of status or before other similar type evidence from its jurisdiction of formation for each Loan Party that is a corporation or a partnership; (c) duly executed copies of the Closing DateCertificates from or on behalf of each Loan Party, which shall attach the Material Contracts and include a certification as to the completeness of the same and that the Material Contracts have not been amended since the versions thereof previously delivered to the Lenders; (d) a duly executed copy of the Guarantee Agreement by each dated such date (except for Loan Party other than the Disclosure Documents)Borrower, in form and substance satisfactory to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each Lender: (i) (A) This AgreementAgent, duly executed by each of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the Borroweracting reasonably; (iie) Certified copies a duly executed copy of a guarantee from the Borrower in favour of the resolutions Agent on behalf of the governing body of the Borrower approving this AgreementHedge Providers, and of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreement; (iv) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower in form and substance satisfactory to the Administrative Agent, acting reasonably; (f) a duly executed copy of the Closing Opinion; (g) a duly executed copy of a legal opinion from Lenders' counsel; (h) an executed copy of a confirmation of subordination agreement in respect of each indenture governing the Canetic Convertible Debentures, the Vault Convertible Debentures and any other Convertible Debentures or Subordinated Debt between the applicable trustee under each such indenture and the Agent; (vii) The Fee Letters duly executed by each a Notice of Borrowing for an amount sufficient to repay in full the parties theretoExisting Credit Facility; (viij) All evidence satisfactory to the Agent that arrangements have been made for the repayment and termination of the Existing Credit Facility; (k) any information, including supporting documentation and information required other evidence, requested by regulatory authorities under applicable “know your customer” any Lender or the Agent pursuant to Section 22.11; (l) execution and anti-money laundering rules delivery of an agency agreement between the Agent and regulations, including without limitation the Patriot Act, Borrower; and (m) the payment of all fees and expenses which are payable by the Borrower to the extent such documentation Agent and Lenders on or information is requested by the Administrative Agent on behalf of the Lenders prior to the Closing Date; and (viii) At least five (5) days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. (b) The Administrative Agent shall have received the fees payable pursuant to the Fee Letters. (c) The following statements shall be true: (i) The representations and warranties contained in Section 4.01 are true and correct on and as of Closing Date; and (ii) No event has occurred and is continuing, or would result from the Borrower entering into the Agreement and the other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or both.

Conditions Precedent to Effectiveness. The effectiveness obligations of this Agreement is subject to satisfaction the parties hereto set forth in Sections 1 and 2 hereof shall become effective immediately upon the date (the “First Amendment Effective Date”) when each of each the following conditions precedent on or before such dateshall first have been satisfied: (a) The Administrative Successor Agent shall have received duly executed counterparts of this Amendment that, when taken together, bear the signatures of (i) the Borrower, (ii) each Guarantor, (iii) the Required Lenders, (iv) Extended Revolving Credit Lenders providing Extended Revolving Credit Commitments in an aggregate principal amount of not less than $25,000,000, and (v) the Existing Agent; (b) The Successor Agent shall have received the following on or before the Closing Dateexecuted legal opinion of Dechert LLP, each dated such date (except for the Disclosure Documents), in form and substance satisfactory counsel to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each Lender: (i) (A) This Agreement, duly executed by each of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the BorrowerLoan Parties; (ii) Certified copies of the resolutions of the governing body of the Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreement; (iv) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower in form and substance satisfactory to the Administrative Agent; (vi) The Fee Letters duly executed by each of the parties thereto; (vii) All documentation and information 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 such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the Closing Date; and (viii) At least five (5) days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. (b) The Administrative Agent shall have received the fees payable pursuant to the Fee Letters. (c) The following statements Successor Agent shall be true: have received, for the account of (i) each Tranche C Term Lender that has executed and delivered a signature page approving this First Amendment, a fee in an amount equal to 0.25% of the outstanding Term Loans of such Lender as of the First Amendment Effective Date, (ii) each Existing Revolving Credit Lender who elects not to be an Extended Revolving Credit Lender but has executed and delivered a signature approving this First Amendment, a fee in an amount equal to 0.25% of such Lender’s Existing Revolving Credit Commitments and (iii) each Extended Revolving Credit Lender that has executed and delivered a signature page hereto, a fee in an amount equal to 0.25% of such Lender’s Extended Revolving Credit Commitment as of the First Amendment Effective Date; (d) The Borrower shall have paid, free and clear of any recoupment or set-off, in immediately available funds (i) all amounts payable to the Existing Agent as Existing Agent pursuant to the Loan Documents (including reasonable fees and expenses of counsel) and (ii) all amounts payable to the Successor Agent as Successor Agent pursuant to the Loan Documents (including reasonable fees and expenses of counsel); (e) [Intentionally Omitted] (f) [Intentionally Omitted] (g) The Successor Agent shall have confirmed in writing that the Existing Agent has completed each of the tasks listed on Schedule 3 hereto; and (h) Each of the representations and warranties contained set forth in Section 4.01 are 5 below shall be true and correct on and as of Closing the First Amendment Effective Date; and (ii) No event has occurred and is continuing, or would result from the Borrower entering into the Agreement and the other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or both.

Conditions Precedent to Effectiveness. The effectiveness This Amendment shall become effective as of this Agreement is subject to satisfaction of each the following conditions precedent on or before such date: (a) The Administrative date hereof when, and only when, Agent shall have received the following on or before the Closing Date, each dated such date (except for the Disclosure Documents)received, in form and substance satisfactory to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each LenderAgent: (ia) counterparts of this Amendment duly executed and delivered by Borrowers, Agent and the Lenders; (Ab) This Agreementthe Fee Letter among Borrowers and Agent, duly executed and delivered by each of the parties hereto, Borrowers and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the BorrowerAgent; (ii) Certified copies of the resolutions of the governing body of the Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreement; (iv) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (ivc) if such documents are publicly available on requested by Agent, amendments modifying and amending the D▇▇▇▇▇▇ or on ▇▇ Ship Mortgage and the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date)Mortgages; (vd) One or more favorable opinions if requested by Agent, a Subordination of Mortgage and a Subordination of Preferred Fleet Mortgage duly executed by the Indenture Trustee for each Mortgage (as defined in the Indenture) in place on the date of the Loan Agreement; (e) opinion of Borrowers’ and Guarantors’ counsel (including including, without limitation, admiralty counsel (if requested by Agent), real estate counsel (if requested by Agent) and regulatory counsel), such opinions to include regulatory opinions as to the opinion date issuance and valid existence of in-house counsel and special New York and Texas counselBorrowers’ Gaming Licenses; (f) for the Borrower evidence in form and substance satisfactory to Agent that Borrowers shall have received all licenses (including the Administrative AgentGaming Licenses), approvals or evidence of other actions required by any Governmental Authority, including the Louisiana Regulatory Authorities and the Iowa Gaming Authorities, in connection with the execution and delivery by Borrowers of this Amendment; (vig) The Fee Letters duly executed if requested by each Agent, updated Mortgage Policies for the Real Property Collateral the reflect that the Mortgages on such Real Property Collateral are valid and enforceable first priority Liens on such Real Property Collateral free and clear of the parties theretoall defects and encumbrances except Permitted Liens; (viih) All documentation a certificate from the Secretary of each Borrower and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, Guarantor attesting to the extent resolutions of such documentation Person’s board of directors (or information comparable manager) authorizing its execution, delivery and performance of this Amendment and the other documents executed in connection herewith to which such Person is requested a party and authorizing specific officers of such Person to execute the same; (i) copies of each Borrower’s and Guarantor’s Governing Documents, as amended, modified or supplemented as of the Fifth Amendment Effective Date, certified by the Administrative Agent on behalf Secretary of such Borrower or Guarantor, as applicable; (j) a certificate of status with respect to each Borrower and Guarantor, dated within 10 days of the Lenders prior Fifth Amendment Effective Date, such certificate to be issued by the Closing appropriate officer of the jurisdiction of organization of such Borrower or Guarantor, as applicable, which certificate shall indicate that such Borrower or Guarantor, as applicable, is in good standing in such jurisdictions; LEGAL_US_W # 58344626.9 (k) certificates of status with respect to each Borrower and Guarantor, as applicable, each dated within 30 days of the Fifth Amendment Effective Date, such certificates to be issued by the appropriate officer of the jurisdiction (other than the jurisdiction of organization of such Borrower or Guarantor, as applicable) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Borrower or Guarantor, as applicable, is in good standing in such jurisdictions; and (viiil) At least five (5) days prior to the Closing Datesuch other information, if the Borrower qualifies documents, instruments or approvals as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to BorrowerAgent or Agent’s counsel may reasonably require. (b) The Administrative Agent shall have received the fees payable pursuant to the Fee Letters. (c) The following statements shall be true: (i) The representations and warranties contained in Section 4.01 are true and correct on and as of Closing Date; and (ii) No event has occurred and is continuing, or would result from the Borrower entering into the Agreement and the other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or both.

Conditions Precedent to Effectiveness. (a) The effectiveness of this Agreement is subject to the satisfaction of each the following conditions precedent on or before such dateconditions: (ai) The Administrative Agent Transaction Documents and the Custodian Agreement shall be in full force and effect and the Transaction Documents shall be in form and substance satisfactory to the Insurer and an executed counterpart of each Transaction Document shall have been delivered to the Insurer; (ii) The Insurer and the Fund shall have received a certificate of the Secretary or Assistant Secretary of Aeltus, dated the Effective Date, as to the incumbency and signature of the officers or other employees of Aeltus authorized to sign the Transaction Documents to which Aeltus is a party on behalf of Aeltus, together with evidence of the incumbency of such Secretary or Assistant Secretary, certified by the Secretary or Assistant Secretary of Aeltus; (iii) The Insurer and Aeltus shall have received a certificate of the Secretary or Assistant Secretary of the Fund, dated the Effective Date, as to the incumbency and signature of the officers or other employees of the Fund authorized to sign this Agreement on behalf of the Fund, together with evidence of the incumbency of such Secretary or Assistant Secretary, certified by the Secretary or Assistant Secretary of the Fund; (iv) Aeltus and the Fund shall have received a certificate of the Secretary or Assistant Secretary of the Insurer, dated the Effective Date, as to the incumbency and signature of the officers or other employees of the Insurer authorized to sign this Agreement on behalf of the Insurer, together with evidence of the incumbency of such Secretary or Assistant Secretary, certified by the Secretary or Assistant Secretary of the Insurer; (v) The Insurer shall have received certificates of the Secretary or Assistant Secretary of Aeltus dated the Effective Date certifying that attached thereto are true, complete and correct copies of the resolutions duly adopted by the Board of Directors of Aeltus authorizing the execution of this Agreement and all other Transaction Documents to which Aeltus is a party; (vi) The Insurer shall have received certificates of the Secretary or Assistant Secretary of the Fund dated the Effective Date certifying that attached thereto are true, complete and correct copies of resolutions duly adopted by the Board of Directors of the Fund authorizing the execution of this Agreement; (vii) Each party to this Agreement shall have received the following on or before the Closing Date, each dated such date (except for the Disclosure Documents)executed legal opinions, in form and substance satisfactory to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each Lender: (i) (A) This Agreement, duly executed by each of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by dated the Borrower;Effective Date: (ii) Certified copies of the resolutions of the governing body of the Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures opinion of ▇▇▇ ▇. Doberman, Esq., counsel to Aeltus, substantially to the effect set forth in Exhibit __. (B) the opinion of ____________________, __________________ of the officers Custodian, substantially to the effect set forth in Exhibit __. (C) the opinion of _____________________, Associate General Counsel and Vice President of the Borrower authorized Insurer, substantially to sign the effect set forth in Exhibit __. (viii) All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Agreement and the other documents to Transaction Documents shall be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreement; (iv) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower satisfactory in form and substance satisfactory to the Administrative Agent; (vi) The Fee Letters duly executed by each Insurer, and the Insurer shall have received such other documents and legal opinions in respect of any aspect or consequence of the parties thereto; (vii) All documentation and information 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 such documentation transactions contemplated hereby or information is requested by the Administrative Agent on behalf of the Lenders prior to the Closing Date; and (viii) At least five (5) days prior to the Closing Date, if the Borrower qualifies thereby as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrowerit shall reasonably request. (b) The Administrative Agent shall have received obligation of the fees payable pursuant Insurer to issue each Policy is subject to the Fee Letters. (c) The satisfaction of the following statements shall be trueconditions on the Inception Date with respect to the related PPF: (i) The registration statement with respect to such PPF shall have been filed with and declared effective by the Securities and Exchange Commission, and a copy of each prospectus and statement of additional information shall have been delivered to the Insurer; (ii) The Insurer shall have received a certificate of the Secretary or Assistant Secretary of the Fund dated as of such Inception Date certifying that attached thereto are true, complete and correct copies of the resolutions duly adopted by the Board of Directors authorizing the creation of such PPF; (iii) Each of the representations and warranties contained made by Aeltus and the Fund in Section 4.01 are or pursuant to the Transaction Documents shall be true and correct in all material respects on and as of Closing Datesuch date; (iv) No Default or Event of Default shall have occurred and be continuing on such date; (v) No statute, rule, regulation or order shall have been enacted, entered or deemed applicable by any Government Authority which would make the transactions contemplated by any of the Transaction Documents illegal or otherwise prevent the consummation thereof; and (iivi) No event has occurred All proceedings, and is continuingall documents, or would result from instruments and other legal matters in connection with the Borrower entering into creation of such PPF shall be satisfactory in form and substance to the Agreement and the other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or bothInsurer.

Conditions Precedent to Effectiveness. The effectiveness This Agreement shall become effective on the first day when all of this Agreement is subject to satisfaction of each the following conditions precedent on or before such dateshall have occurred: (a) The Administrative Agent On or prior to the Closing Date, the Bank shall have received the following on or before agreements, documents, opinions, certificates and fees, such opinions and certificates to be dated as of the Closing Date, each dated such date (except for and all of the Disclosure Documents), following to be reasonably satisfactory in form and substance satisfactory to the Administrative Agent Bank and (except for the notes described in paragraph (i)) with one copy for each Lenderits counsel: (i) (A) This this Agreement, duly executed by each of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed delivered by the BorrowerCompany; (ii) Certified the Third Allonge to Note and the Third Note Pledge Amendment, each duly executed and delivered by the Company, and the Third Allonge to Pledged Note, duly executed and delivered by Consumer Products; (iii) the Guarantor Acknowledgment and the Second Amendment to PFC Pledge Agreement, each duly executed and delivered by Consumer Products; the Mortgagor Acknowledgement, duly executed and delivered by the Mortgagor; and the Third Stock Pledge Amendment and Acknowledgment, duly executed and delivered by Revlon International; (iv) the opinion of ▇▇▇▇▇▇▇▇ Mori, special Japanese counsel for the Mortgagor, in substantially the form of Exhibit D hereto; (v) the opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, counsel for the Company, Consumer Products and Revlon International, in substantially the form of Exhibit E hereto; (vi) copies of the resolutions of the governing body board of directors (or duly constituted committees thereof) of each of the Borrower approving this AgreementCompany, Consumer Products and Revlon International authorizing the execution, delivery and performance by such respective Person of all the agreements and documents evidencing other necessary limited liability company action with respect to this Agreementbe delivered by such Person hereunder, certified by the Secretary or an Assistant Secretary of such Person (which certificate shall state that such resolutions are in full force and effect on the Closing Date); (iiivii) A a certificate of the Secretary or an Assistant Secretary of each of the Borrower Company, Consumer Products and Revlon International certifying (A) the names and true signatures of the officers of the Borrower each such Person authorized to sign this Agreement the agreements and the other documents to be delivered by such Person hereunder; ; (Bviii) that attached thereto are true a certificate signed by a duly authorized officer of the Company as to the matters set forth in Section 4.01(b); (ix) as to each of the Company, Consumer Products and correct Revlon International, (y) evidence as to such Person's corporate existence and good standing, certified as of a recent date by the appropriate Governmental Person of the jurisdiction of such Person's incorporation, and (z) copies of the organizational documents articles of incorporation or the certificate of incorporation of each of the BorrowerCompany, Consumer Products and Revlon International and a copy of the bylaws of each such Person, each certified by the Secretary or an Assistant Secretary of such Person; (x) a copy of the resolutions of the board of directors of the Mortgagor authorizing the execution by the Mortgagor of the Mortgagor Acknowledgment and a certified copy of the corporation registration proving that the individual who has executed such documents is a representative director of the Mortgagor or its attorney-in-fact; (xi) evidence satisfactory in form and substance to the Bank of each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (consent, if any) , required for in connection with the due execution, delivery and performance by the Borrower of this Agreement;, the other documents executed in connection herewith and the consummation of the transactions contemplated hereby. (ivxii) Copies of all such other documents, instruments, approvals or opinions as the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower in form and substance satisfactory to the Administrative Agent; (vi) The Fee Letters duly executed by each of the parties thereto; (vii) All documentation and information 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 such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the Closing DateBank may reasonably request; and (viiixiii) At least five (5) days prior the Bank shall have received the amendment fee required pursuant to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to BorrowerSection 2.05(a). (b) The Administrative Agent shall have received the fees payable pursuant to the Fee Letters. (c) The following statements shall be truecorrect on the Closing Date: (i) The the representations and warranties contained in Section 4.01 Article V of this Agreement and in each of the other Operative Agreements are true and correct on and as of the Closing DateDate as though made by the respective parties thereto on and as of such date; and (ii) No event no Default or Event of Default has occurred and is continuing, continuing or would result from the Borrower entering into the execution and delivery of this Agreement and the other Loan Documents, that constitutes an Event agreements and documents delivered pursuant hereto or the payment of Default or would constitute an Event of Default with notice or lapse of time or bothfees pursuant to Section 2.05.

Conditions Precedent to Effectiveness. The effectiveness This Amendment shall become effective as of this Agreement is subject to satisfaction the date on which each of each the following conditions precedent on or before are satisfied (such date:, the “Third Amendment Effective Date”): (a) The Administrative Agent (or its counsel) shall have received the following on or before the Closing Datefollowing, each dated such date (except for the Disclosure Documents), in form and substance satisfactory to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each Lender: (i) (A) This Agreement, duly executed by each of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the Borrower; (ii) Certified copies of the resolutions of the governing body of the Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreement; (iv) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Amendment duly executed and delivered by the Borrower, all other Loan Parties, all Lenders (including, for the avoidance of doubt, the New Lender and the Term Lenders), and the Administrative Agent; (ii) for any Term Lender (including the New Lender) that has requested a promissory note prior to the Third Amendment Effective Date, such duly executed promissory note issued by the Borrower and payable to such Term Lender that requested the same; (iii) a duly executed Notice of Borrowing for the Term A Loan Borrowing, together with a report setting forth the sources and uses of the proceeds thereof, which shall provide that all outstanding Revolving Loans (together with all interest accrued thereon) shall be repaid in full with the funding of the Term A Loans; (iv) a certificate of the Secretary or Assistant Secretary of each Loan Party, (i) attaching copies of its bylaws or equivalent governing document; (ii) attaching the resolutions of its board of directors or other equivalent governing body, authorizing the execution, delivery and performance of this Amendment and the incurrence of Indebtedness hereunder, (iii) certifying the name, title and true signature of each officer of such Loan Party executing this Amendment and each of the other related Loan Documents to which it is a party; (iii) attaching certified copies of the articles or certificate of incorporation or other registered organizational documents of each Loan Party; and (iv) attaching a certificate of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization, as applicable, of each Loan Party; (v) a favorable written opinion of (A) ▇▇▇▇▇▇▇▇ ▇▇▇▇ LLP, Delaware and New York counsel to the Loan Parties, and (B) Nossaman LLP, California counsel to the Loan Parties, in each case, addressed to the Administrative Agent, each Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Amendment, each of the other related Loan Documents and the transactions contemplated herein and therein as the Administrative Agent shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Banks and the Lenders); (vi) The Fee Letters duly executed a certificate dated as of the Third Amendment Effective Date and signed by a Responsible Officer, certifying that (A) before and after giving effect to the funding of the Term A Loans, (w) each Loan Party is Solvent, (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since December 31, 2022, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect and (B) each of the parties theretoconditions set forth in (x) Section 2.23(a)(i) through (viii) of the Existing Credit Agreement have been satisfied and (y) Section 3.2 of the Existing Credit Agreement have been satisfied; (vii) All copies of favorable UCC, tax and judgment lien search reports in all necessary or appropriate jurisdictions and under all legal names of the Loan Parties and their Subsidiaries and the Material Associated Practices, as requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances and Liens to be released on the Third Amendment Effective Date; and (viii) at least five (5) days prior to the Third Amendment Effective Date, all documentation and other information required by bank regulatory authorities or reasonably requested by the Administrative Agent or any Lender under or in respect of applicable “know your customer” and anti-money laundering rules and regulations, legal requirements including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the Closing Date; Act and (viii) At least five (5) days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. (b) The Borrower shall have paid (i) all fees and expenses required to be paid on or before the Third Amendment Effective Date (including, without limitation, all fees set forth in that certain Third Amendment Engagement and Fee Letter, dated October 5, 2023, by and among Truist Bank, Truist Securities, Inc. and the Borrower) and (ii) the reasonable fees, charges and disbursements of counsel for the Administrative Agent shall have received the fees payable pursuant and its Affiliates to the Fee Lettersextent invoiced at least one (1) Business Day prior to the Third Amendment Effective Date. (c) The following statements shall be true: (i) The representations and warranties contained in Section 4.01 are Sections 5 and 6 hereof shall be true and correct in all material respects on and as of Closing Date; and the date hereof (ii) No event has occurred other than those representations and is continuingwarranties that are expressly qualified by a Material Adverse Effect or other materiality, or would result from in which case such representations and warranties shall be true and correct in all respects), except to the Borrower entering into the Agreement extent that such representations and the other Loan Documentswarranties expressly relate to an earlier date, that constitutes an Event in which case they shall be true and correct in all material respects as of Default or would constitute an Event of Default with notice or lapse of time or bothsuch earlier date.

Conditions Precedent to Effectiveness. The effectiveness This Joinder shall not be effective until each of this Agreement is subject to satisfaction of each the following conditions precedent on or before such datehave been fulfilled to the reasonable satisfaction of the Administrative Agent: (a) The Administrative Agent This Joinder shall have received the following on or before the Closing Date, each dated such date (except for the Disclosure Documents), in form and substance satisfactory to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each Lender: (i) (A) This Agreement, been duly executed and delivered by each of the respective parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed shall be in full force and executed by the Borrower;effect. (iib) Certified copies All action on the part of the resolutions of the governing body of the Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement New [Borrower/Guarantor] and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required Loan Parties necessary for the due valid execution, delivery and performance by the Borrower New [Borrower/Guarantor] and the other Loan Parties of this Agreement; (iv) Copies of Joinder and all the Disclosure Documents (it being agreed that such Disclosure Documents will other documentation, instruments, and agreements to be deemed to executed in connection herewith shall have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of counsel (including the opinion of in-house counsel duly and special New York effectively taken and Texas counsel) for the Borrower in form and substance evidence thereof reasonably satisfactory to the Administrative Agent; (vi) The Fee Letters duly executed by each of the parties thereto; (vii) All documentation and information 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 such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the Closing Date; and (viii) At least five (5) days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. (b) The Administrative Agent shall have received the fees payable pursuant been provided to the Fee LettersAdministrative Agent. (c) The New [Borrower/Guarantor] (and each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following statements shall be trueto the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent: (i) The representations Certificate of Legal Existence and warranties contained in Section 4.01 are true and correct on and as Good Standing issued by the Secretary of Closing Date; andthe State of its incorporation or organization. (ii) No event has occurred A certificate of an authorized officer of the due adoption, continued effectiveness, and is continuingsetting forth the text, or would result from of each corporate resolution adopted in connection with the Borrower entering into assumption of obligations under the Loan Agreement and the other Loan Documents, that constitutes an Event and attesting to the true signatures of Default each Person authorized as a signatory to any of the Loan Documents, together with true and accurate copies of all Organization Documents. (iii) A Perfection Certificate. (iv) Execution and delivery by the New [Borrower/Guarantor] of the following Loan Documents: a) [Joinders to the Term Notes, as applicable]; b) [Joinder to the Fee Letter]; c) [DDA Notification with ______________]; and d) Such other documents and agreements as the Administrative Agent or would constitute an Event the Collateral Agent may reasonably require. (d) Upon the request of Default the Administrative Agent in its sole discretion, the Administrative Agent shall have received a favorable written legal opinion of the Loan Parties’ counsel, addressed to the Administrative Agent, the Collateral Agent and the other Credit Parties, covering such matters as Administrative Agent may reasonably request. (e) The Collateral Agent shall have received all documents and instruments, including, without limitation, UCC financing statements and DDA Notifications, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Collateral Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent. (f) All reasonable fees and Credit Party Expenses incurred by the Agents in connection with notice the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower/Guarantor]. (g) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or lapse of time or boththe Collateral Agent may reasonably request.

Conditions Precedent to Effectiveness. The effectiveness of this Agreement initial Purchase Date hereunder is subject to satisfaction the conditions precedent that the Collateral Agent, the Administrative Agent and each Purchaser Agent shall have received (unless otherwise waived), each of each the following conditions precedent on or before such datein form and substance reasonably satisfactory to the Collateral Agent, the Administrative Agent and each Purchaser Agent: (a) The Administrative Agent shall have received a copy of the following on resolutions or before unanimous written consents, as applicable, of the Closing Date, each dated such date board of directors or managers or member (except for the Disclosure Documentsor any authorized sub-committee), in form and substance satisfactory to as the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each Lender: (i) (A) This Agreementcase may be, duly executed by of each of the parties heretoADT Entities required to authorize the execution, delivery, and (B) a promissory note payable performance by such ADT Entity of each Transaction Document to each Lender that requests one pursuant to Section 2.15be delivered by it hereunder, duly completed and executed certified by the Borrowerits secretary or any other authorized person; (iib) Certified copies good standing certificates (or the equivalent) for each of the resolutions ADT Entities issued by the Secretary of State (or the equivalent) of the governing body of the Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company action with respect to this Agreementjurisdiction in which each such entity is organized; (iiic) A a certificate of the Secretary secretary or an Assistant Secretary assistant secretary of each of the Borrower ADT Entities certifying (A) the names and true signatures of the officers of the Borrower authorized on its behalf to sign this Agreement and the other documents Transaction Documents to be delivered hereunder; by it (Bon which certificate the Collateral Agent, the Administrative Agent, each Purchaser and each Purchaser Agent may conclusively rely until such time as such party shall have received from any such ADT Entity, a revised certificate meeting the requirements of this clause (c)); (d) that attached thereto are true and correct copies of the organizational documents Constituent Documents of each of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance ADT Entities duly certified by the Borrower secretary or an assistant secretary of this Agreementeach such ADT Entity, and in in the case of any certificates or articles of incorporation, formation or organization, certified by the Secretary of State (or the equivalent) of the jurisdiction in which each such entity is organized; (ive) Copies of a search report by a nationally recognized search firm provided in writing to the Collateral Agent and the Administrative Agent by the Servicer listing all financing statements, state and federal tax, or ERISA liens and judgments that name the Disclosure Documents (it being agreed Seller or ADT, as debtor and that such Disclosure Documents will be deemed are filed in the jurisdictions in which filings were made pursuant to have been delivered under this clause (ivf) if and any other jurisdictions that the Collateral Agent or the Administrative Agent shall reasonably request together with copies of such documents are publicly available on financing statements; (f) copies of proper financing statements (form UCC-3) (including amendment and termination statements) and release documentation each in form and substance reasonably satisfactory to the Collateral Agent and the Administrative Agent with respect to any financing statement included in the search report described in clause (e) above, to the extent that any such financing statement set forth therein covers any Pool Receivables or Related Assets, other than financing statements filed pursuant to this Agreement; SK 28677 0004 8417431 v39 (g) proper financing statements naming the Seller as debtor, and the Collateral Agent as secured party, to be filed in all applicable jurisdictions in respect of the Collateral; (h) favorable opinions of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of counsel & ▇▇▇▇▇▇▇▇ LLP (including with respect to creation and perfection of security interests under the opinion of inapplicable UCC) counsel to the ADT Entities; non-house counsel consolidation, and special New York true sale matters; and Texas counsel) for other customary opinions required by the Borrower in form Collateral Agent and substance satisfactory to the Administrative Agent; (vii) The Fee Letters completion of satisfactory due diligence in respect of the Receivable Pool by Purchasers, Purchaser Agents, the Collateral Agent, and the Administrative Agent; (j) duly executed by copies of each of the parties theretoFee Letters; (viik) All documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsduly executed copies of the Transaction Documents, including without limitation a Payment Direction in respect of each Lock-box Account, each Collection Account and the Patriot ActOmnibus Account which shall each be in full force and effect, and completion of the form of each Exhibit to this Agreement not attached hereto as of the extent Closing Date together with an amendment hereto attaching such documentation Exhibits; (l) payment by or information is requested by the Administrative Agent on behalf of the Lenders prior Seller of each Purchaser’s, each Purchaser Agent’s, the Collateral Agent’s, and the Administrative Agent’s reasonable and documented out-of-pocket costs and expenses, including all reasonable and documented invoiced legal fees of counsel to such parties and all audit fees of Protiviti Inc. and all Fees required to be paid on the Closing Date under any Fee Letter; (m) a pro-forma Information Package, which shall evidence compliance with the terms of this Agreement, after giving credit to the Closing Dateinitial transfer of an interest in Receivables under this Agreement; (n) entry into a mutually satisfactory agreement, together with an amendment to this Agreement to reflect such agreement, in respect of applicable confidentiality and information protection requirements in respect of Non-Public Borrower Data, including reasonable and adequate safeguards for the protection of such Non-Public Borrower Data; and (viiio) At such other agreements, instruments, certificates, opinions, and other documents as the Collateral Agent or the Administrative Agent may reasonably request reasonably in advance of (and in any event at least five (5) days Business Days prior to to) the Closing initial Purchase Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. (b) The Administrative Agent shall have received the fees payable pursuant to the Fee Letters. (c) The following statements shall be true: (i) The representations and warranties contained in Section 4.01 are true and correct on and as of Closing Date; and (ii) No event has occurred and is continuing, or would result from the Borrower entering into the Agreement and the other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or both.

Conditions Precedent to Effectiveness. The effectiveness of this Agreement is subject to satisfaction of each amendments contained in Article I and Article II shall not be effective until the following conditions precedent on or before date (such date, the “Amendment Effective Date”) that: (a) The 1. the Administrative Agent shall have received the following on or before the Closing Date, each dated such date (except for the Disclosure Documents), in form and substance satisfactory to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each Lender: (i) (A) This Agreement, duly executed by each copies of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and this Amendment executed by the Borrower; (ii) Certified copies of , the resolutions of the governing body of the Borrower approving this AgreementSponsor and each Lender, and of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance acknowledged by the Borrower of this Agreement; (iv) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower in form and substance satisfactory to the Administrative Agent; (vi) The Fee Letters duly executed by each of the parties thereto; (vii) All documentation and information 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 such documentation or information is requested by 2. the Administrative Agent on behalf shall have received executed a Note executed by the Borrower in favor of the Lenders prior to the Closing Date; andeach Lender requesting a Note; (viii) At 3. at least five (5) days Business Days prior to the Closing Amendment Effective Date, if the Borrower qualifies shall have qualified as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver Regulation and delivered a Beneficial Ownership Certification to the Administrative Agent in relation to the Borrower.; (b) The 4. the Administrative Agent shall have received the fees payable pursuant favorable opinions of counsel to the Fee LettersRelevant Parties and the Sponsor in relation to this Amendment, addressed to the Administrative Agent and each Secured Party. 5. the Borrower shall have paid (or caused to be paid) (a) to the LC Issuer, for its own account, a nonrefundable upfront fee in an amount equal to $[***], (b) to the Administrative Agent, for the pro rata account of the Delayed Draw Lenders, a nonrefundable amendment fee equal to [***]% of the outstanding principal amount of Delayed Draw Loans of such Delayed Draw Lenders and (c) The following statements shall to the Administrative Agent, for the pro rata account of the Delayed Draw Lenders providing an Upsize Delayed Draw Loan Commitment, a nonrefundable fee equal to [***]% of the aggregate Upsize Delayed Draw Loan Commitments of such Delayed Draw Lenders to be true: (i) The representations and warranties contained allocated by each such Delayed Draw Lender in Section 4.01 are true and correct on and as of Closing Dateits sole discretion; and (ii) No event has occurred and is continuing, or would result from 6. the Borrower entering into shall have paid all other fees, costs and expenses of the Agreement Administrative Agent and the Lenders incurred in connection with the execution and delivery of this Amendment (including third-party fees and out-of-pocket expenses of the Lenders’ counsel and other Loan Documents, that constitutes an Event of Default advisors or would constitute an Event of Default with notice or lapse of time or bothconsultants retained by the Administrative Agent).

Conditions Precedent to Effectiveness. The effectiveness of This Agreement shall become effective on the date (the “Effective Date”) the Borrower sends written notice to the Administrative Agent requesting that this Agreement is subject to satisfaction of each the become effective; provided, that following conditions precedent on or before such datehave been satisfied: (a) The Borrower shall have paid all fees and expenses of the Administrative Agent and the Lenders payable hereunder and accrued as of the Effective Date (including the accrued fees and expenses of counsel to the Administrative Agent). (b) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender 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 are correct in all material respects on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (c) The Administrative Agent shall have received the following on or before the Closing DateEffective Date the following, each dated such date (except for the Disclosure Documents)day, in form and substance satisfactory to the Administrative Agent and (except for the notes described Notes) in paragraph (i)) with one copy sufficient copies for each Lender: (i) (A) This AgreementIf requested by a Lender, duly executed by each of the parties hereto, and (B) a promissory note replacement Note payable to the order of each Lender that requests one pursuant such Lender, in a principal amount equal to Section 2.15, duly completed and executed by the Borrower;each such Lender’s Commitment. (ii) Certified copies of the resolutions of the governing body Board of Directors (or committee thereof) of the Borrower and each other Loan Party approving this Agreement, the Notes and each Guaranty to which it is or is to be a party, and of all documents evidencing other necessary limited liability company corporate action and governmental and other third party approvals and consents, if any, with respect to this Agreement;, the Notes and each Guaranty. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower each Loan Party certifying (A) the names and true signatures of the officers of the Borrower such Loan Party authorized to sign this Agreement the Loan Documents to which it is a party and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreement;. (iv) Copies A reaffirmation of all the Disclosure Documents Subsidiary Guaranty executed by each Subsidiary Guarantor, and the Parent Guaranty duly executed by the Parent. (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (ivv) if such documents are publicly available on An opinion of A▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of & Bird, LLP, counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower Loan Parties, in substantially the form and substance satisfactory to the Administrative Agent;of Exhibit F attached hereto. (vi) The Fee Letters duly executed by each An opinion of Linklaters, English counsel for the parties thereto;Borrower, in substantially the form of Exhibit G attached hereto and to such other matters as any Lender through the Administrative Agent may reasonably request. (vii) All documentation An opinion of A▇▇▇▇▇▇, Bermuda counsel for the Parent, in substantially the form of Exhibit H attached hereto and information 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 such documentation or information is requested by other matters as any Lender through the Administrative Agent on behalf of the Lenders prior to the Closing Date; and (viii) At least five (5) days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrowermay reasonably request. (bd) The Administrative An acceptance of the appointment of the Process Agent shall have received the fees payable pursuant to the Fee Letters. (c) The following statements shall be true: (i) The representations and warranties contained as such term is defined in Section 4.01 are true and correct on and as 8.12) for each of Closing Date; and (ii) No event has occurred and is continuing, or would result from the Borrower entering into the Agreement Parent and the other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or bothBorrower.

Conditions Precedent to Effectiveness. The effectiveness of this Agreement is Agreement, and the obligations of the Assignee Revolving Credit Lenders to assume and purchase the Revolving Credit Commitments and Revolving Credit Exposure of the Departing Revolving Credit Lenders shall be subject to the satisfaction of each the following conditions precedent (the date (which must be a Business Day) on which such conditions precedent are satisfied or before such date:waived being referred to herein as the “Effective Date”): (a) The Administrative Agent shall have received counterparts of this Agreement that, when taken together, bear the following signatures of (i) each Loan Party, (ii) the Administrative Agent, (iii) each Continuing Revolving Credit Lender, (iv) each Additional Revolving Credit Lender, (v) each Signing Departing Revolving Credit Lender and (vi) each Issuing Bank. The Administrative Agent shall have received counterparts of this Agreement that, when taken together, bear the signature (after giving effect to the assignment by the Signing Departing Revolving Credit Lenders pursuant to Section 2(a) but immediately before giving effect to the assignment by the other Departing Revolving Credit Lenders pursuant to Section 2(a)) of Revolving Credit Lenders constituting a majority in interest of the U.S. Revolving Credit Lenders and a majority in interest of the European Revolving Credit Lenders. (b) Subject to the Agreed Securities Principles and, in the case of the Limited Loan Parties, the limitations set forth in Schedule II, on or before the Closing Effective Date, each of the conditions set forth in paragraphs (b) and (c) of Section 4.01 of the Credit Agreement shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of Holdings. (except for c) Subject to the Disclosure Documents)Agreed Security Principles and, in form and substance satisfactory to the case of the Limited Loan Parties, the limitations set forth in Schedule II, the Administrative Agent shall have received legal opinions, corporate authorizations and closing certificates (except for the notes similar in type to those described in paragraph clauses (i)) with one copy for each Lender: (i) (A) This Agreement, duly executed by each of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the Borrower; (ii) Certified copies of the resolutions of the governing body of the Borrower approving this Agreement), and of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreement; (iv) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (ivSection 4.02(c) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower in form and substance satisfactory to the Administrative Agent; (vi) The Fee Letters duly executed by each of the parties thereto; (viiOriginal Credit Agreement) All documentation and information 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 such documentation or information is reasonably requested by the Administrative Agent on behalf for each Loan Party (other than, with respect to certificates of good standing, Evergreen Packaging International (US) Inc., Evergreen Packaging USA Inc. and Pactiv Germany Holdings, Inc. (the Lenders prior to the Closing Date; and (viii“Dissolving Loan Parties”)) At least five (5) days prior to the Closing Date, if the Borrower qualifies as that is not a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to BorrowerLimited Loan Party. (bd) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the fees payable Effective Date (including pursuant to Sections 2 and 7 hereof) and, to the Fee Lettersextent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrowers under any Loan Document. (ce) The following statements Collateral Agents and each Loan Party that is not a Limited Loan Party shall have executed and delivered to the Administrative Agent a reaffirmation agreement (the “Reaffirmation Agreement”), substantially in the form attached hereto as Exhibit A, and other amendments, supplements and confirmations of existing Loan Documents reasonably requested by the Administrative Agent (it being understood that the documentation required to be true: (i) The representations and warranties contained delivered shall, in Section 4.01 are true and correct on and as of Closing Date; and (ii) No event has occurred and is continuingany event, or would result from the Borrower entering into the Agreement be no more onerous to Holdings and the Subsidiaries than the documentation required to be delivered on the Third Restatement Date), in each case subject to the Agreed Security Principles and, with respect to the Limited Loan Parties, the limitations, qualifications and other Loan Documentsprovisions set forth in Schedule II, and in each case with any modifications necessary to reflect the Transactions and such other modifications that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or bothare reasonably satisfactory to Holdings and the Administrative Agent.

Conditions Precedent to Effectiveness. The effectiveness of this Agreement is subject to satisfaction of each the following conditions precedent on or before such date: (a) The Administrative Agent shall have received effectiveness of the amendments set forth in Subsection 1.1 of this Amendment, including the obligation of each New Tranche E Term Lender to make, and each Exchanging Tranche D Lender to exchange its Tranche D Term Loan for, a Tranche E Term Loan, is subject to the satisfaction or waiver of the following on conditions (the date of such satisfaction or before waiver of such conditions being referred to herein as the Closing “Fourth Amendment Effective Date” and the time of such satisfaction or waiver of such conditions being referred to herein as the, the “Fourth Amendment Effective Time”): (1) the Parent Borrower, the OpCo Borrower, the Administrative Agent, the Collateral Agent, the New Tranche E Term Lenders and the Exchanging Tranche D Lenders have each dated such date (except for the Disclosure Documents), in form and substance satisfactory delivered a duly executed counterpart of this Amendment to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each Lender: (i) (A) This Agreement, duly executed by each of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the Borrower; (ii) Certified copies of the resolutions of the governing body of the Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrowerwhich, in each the case as of Exchanging Tranche D Lenders, may be in effect on the Closing Date; and (C) that attached thereto are true and correct copies form of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreement; (iv) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Datean Existing Tranche D Lender Signature Page); (v2) One or more favorable opinions each Guarantor shall have delivered a duly executed counterpart of counsel the acknowledgment and consent attached to this Amendment (including the opinion of in-house counsel and special New York and Texas counsel“Acknowledgment”) for the Borrower in form and substance satisfactory to the Administrative Agent; (vi3) The Fee Letters the Administrative Agent shall have received (A)(i) true and complete copies of resolutions of the board of directors or a duly executed by authorized committee thereof of each of the parties theretoLoan Parties approving and authorizing the execution, delivery and performance of this Amendment, and the performance of the Credit Agreement as amended by this Amendment and (ii) incumbency and the signature of authorized signatories, in each case, certified as of the Fourth Amendment Effective Date by a Responsible Officer, secretary or assistant secretary of the Borrowers as being in full force and effect without modification or amendment and (B) a good standing certificate (or the equivalent thereof) for each of the Loan Parties from its jurisdiction of formation; (vii4) All documentation the Administrative Agent shall have received a certificate, in form and information required substance reasonably satisfactory to the Administrative Agent, of the Parent Borrower dated as of the Fourth Amendment Effective Date signed by regulatory authorities under applicable “know your customer” a Responsible Officer of the Parent Borrower certifying as to the matters set forth in clauses (5) and anti-money laundering rules (6) below; (5) each of the representations and regulationswarranties made by any Loan Party pursuant to the Credit Agreement and any other Loan Document to which it is a party shall, including without limitation the Patriot Act, except to the extent that they relate to a particular date, be true and correct in all material respects on and as of the Fourth Amendment Effective Date as if made on and as of such documentation date; (6) no Default or information is requested Event of Default shall have occurred and be continuing on the Fourth Amendment Effective Date after giving effect to the effectiveness hereof; (7) the Parent Borrower shall have delivered to the Administrative Agent and the Lenders an opinion from each of Debevoise & P▇▇▇▇▇▇▇ LLP and R▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., in form and substance reasonably satisfactory to the Administrative Agent and dated as of the Fourth Amendment Effective Date; (8) UBS Securities LLC, as a Lead Arranger, and UBS AG, Stamford Branch, as the Administrative Agent, shall have received all fees and expenses related to the Tranche E Term Loans to the extent due (which may be offset against the proceeds thereof); and (9) with respect to the initial Tranche E Term Loans, the Administrative Agent shall have received a notice of such Borrowing as required by Subsection 2.3 of the Credit Agreement (or such notice shall have been deemed given in accordance with Subsection 2.3 of the Credit Agreement). The making of Tranche E Term Loans by the Tranche E Term Lenders and the exchange of Tranche D Term Loans for Tranche E Term Loans by the Exchanging Tranche D Lenders shall, in each case, conclusively be deemed to constitute an acknowledgment by the Administrative Agent on behalf and each Lender that each of the Lenders prior to the Closing Date; and (viii) At least five (5) days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification conditions precedent set forth herein shall have been satisfied in relation to Borroweraccordance with its respective terms or shall have been irrevocably waived by such Person. (b) The effectiveness of the amendments set forth in Subsections 1.2 and 1.3 of this Amendment shall be subject to the occurrence of the Fourth Amendment Effective Time and shall also be subject to the condition that the Administrative Agent shall have received a counterpart of this Amendment executed by each Tranche E Term Lender (including Supplemental Tranche E Term Lenders) who in the fees payable pursuant to the Fee Lettersaggregate constitute Required Lenders. (c) The following statements effectiveness of the amendments set forth in Subsection 1.4 of this Amendment shall be true: subject to the conditions set forth in clauses (ia) The representations and warranties contained (b) above and shall also be subject to the receipt of the written consent of the Required Lenders (as such term is defined in Section 4.01 are true and correct on and as of Closing Date; and (iithe Senior ABL Facility Agreement) No event has occurred and is continuing, or would result from under the Borrower entering into Senior ABL Facility Agreement to corresponding changes being made in the Senior ABL Facility Agreement and the other Loan applicable ABL Facility Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or both.

Conditions Precedent to Effectiveness. The effectiveness Each provision set forth in Article One hereof (other than the provision set forth in Section 16 thereof, which shall be governed by the last sentence of this Agreement is subject Article Two) shall be effective as of the date (with respect to satisfaction each such provision, the “Amendment Effective Date”) on which each of each the following conditions precedent on or before such datewith respect to each provision shall have been satisfied: 1. The Borrowers, the Administrative Agent, the Canadian Agent and the requisite Lenders shall have indicated their consent by the execution and delivery of the signature pages to the Administrative Agent. 2. The Guarantors shall have indicated their consent to the Amendment by the execution and delivery of a Consent (aeach a “Consent”) attached hereto as Annex I, in the case of Guarantors party to the U.S. Guarantee and Collateral Agreement (as defined in the Credit Agreement), or attached hereto as Annex II, in the case of Guarantors party to the Canadian Guarantee and Collateral Agreement (as defined in the Credit Agreement), in each case dated the date hereof, by and among the applicable Guarantors. 3. The Administrative Agent shall have received (1) an executed legal opinion of Debevoise & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to Parent Borrower and the following on or before the Closing Date, each dated such date (except for the Disclosure Documents), in form and substance satisfactory to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each Lender: (i) (A) This Agreement, duly executed by each of the parties heretoother Loan Parties, and (B2) a promissory note payable an executed legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇, Esq., general counsel to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the Borrower; (ii) Certified copies of the resolutions of the governing body of the Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Parent Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreement; (iv) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower in form and substance reasonably satisfactory to the Administrative Agent;. 4. The Parent Borrower shall have used commercially reasonable efforts to obtain for the Administrative Agent, the Collateral Agent or the Canadian Collateral Agent, as applicable, such customary endorsements or other written comfort regarding existing title insurance policies as they may reasonably request, it being understood that (vi1) The Fee Letters duly executed by each of the parties thereto; (vii) All documentation and information 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 any such documentation endorsement or information other comfort is requested by not provided on or prior to the Amendment Effective Date after the Parent Borrower’s commercially reasonable efforts to do so, the delivery of such endorsement or other comfort shall not constitute a condition to the effectiveness of any provision of this Amendment and (2) no amendments to any mortgage shall be required. 5. The Borrowers shall have paid (a) to the Administrative Agent on behalf Agent, for the pro rata account of the Lenders that were Lenders on the day immediately prior to the Closing Second Amendment Effective Date (the “Existing Lenders”) and that have consented to this Amendment (such Existing Lenders, the “Consenting Existing Lenders”), an amendment fee equal to 0.075% of the Commitments of such Consenting Existing Lenders in effect immediately before the Second Amendment Effective Date; and , (viiib) At least five (5) days to the Administrative Agent, for the pro rata account of the Lenders that have consented to this Amendment and that are Existing Lenders or affiliates thereof or Approved Funds, in respect of any such Lender’s Commitment in excess of such Lender’s Commitment on the day immediately prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership RegulationSecond Amendment Effective Date (such excess, the Borrower must deliver “Additional Commitment”), a Beneficial Ownership Certification in relation commitment fee equal to Borrower. (b) The Administrative Agent shall have received the fees payable pursuant to the Fee Letters. 0.10% of such Additional Commitment and (c) to the Administrative Agent, for the pro rata account of any new Lenders as of the Second Amendment Effective Date that has executed an acknowledgement and agreement in respect of this Amendment (other than any Lender that is an affiliate of an Existing Lender or an Approved Fund), in respect of any such Lender’s Commitment as of such date, a commitment fee equal to 0.15% of such Commitments. 6. The following statements Borrowers shall have paid all fees due to the Administrative Agent, the Canadian Agent, the Collateral Agent, the Canadian Collateral Agent or Deutsche Bank Securities Inc. in connection with the Amendment. Notwithstanding anything to contrary set forth above, the amendment set forth in Section 16 of Article One shall be true: effective (iand this Amendment shall be effective with respect to such amendment) The representations and warranties contained in Section 4.01 are true and correct on and as of Closing Date; and (ii) No event has occurred the date the Required Lenders shall have indicated their consent to this Amendment by the execution and is continuingdelivery of the signature pages to the Administrative Agent, notwithstanding that any condition set forth above may or would result from the Borrower entering into the Agreement may not have been satisfied as of such date, and the other Loan Documents, that constitutes an Event “Amendment Effective Date” shall be deemed to have occurred with respect to such amendment for purposes of Default or would constitute an Event the first sentence of Default with notice or lapse Article One and Section 2 of time or bothArticle Four.

Conditions Precedent to Effectiveness. The effectiveness Notwithstanding any other provisions of this First Amendment Agreement is subject to satisfaction the contrary, the amendments described in Sections 1 through 3 of this First Amendment Agreement (collectively, the “Document Amendments”) shall not become effective until each of the following conditions precedent on set forth in this Section 4 has been satisfied (in each case to the satisfaction of Aegis) or before such datewaived in writing by Aegis; provided, for the avoidance of doubt, that upon becoming effective, the Document Amendments shall be deemed effective, with full force and effect, as of the Effective Date: (a) The Administrative Agent Aegis shall have received this First Amendment Agreement, duly executed and delivered by Eastside and Craft Canning; (b) Aegis shall have received the following on or before Debt Satisfaction Agreement, duly executed and delivered by Eastside, the Closing DateBigger Funds, each dated such date (except for LDI, TQLA and the Disclosure Documents)SPV, in form and substance satisfactory to Aegis; (c) The transactions contemplated to occur at the Administrative Agent closing of the Debt Satisfaction Agreement, including without limitation, the issuance by Eastside to the Bigger-Aegis SPV of 296,722 shares of Common Stock and 200,000 shares of SC Preferred Stock, shall have been consummated; (except for d) Aegis shall have received the notes described Bigger-Aegis-LD Intercreditor Agreement, duly executed and delivered by Eastside, Craft Canning, Aegis and the Bigger Funds, in paragraph form and substance satisfactory to Aegis; (i)e) with one copy for Bigger shall have received the A&R Aegis Senior Note, duly executed and delivered by E▇▇▇▇▇▇▇; (f) Aegis shall have received the A&R Note Guaranty, duly executed and delivered by Craft Canning; (g) Eastside and Craft Canning shall have delivered to Aegis copies of the following, in each Lendercase certified by a duly authorized officer: (i) (A) This Agreement, duly executed by As to each of Eastside and Craft Canning, resolutions authorizing the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the Borrower; (ii) Certified copies of the resolutions of the governing body of the Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower Eastside of this First Amendment Agreement and any other documents executed by Eastside and/or Craft Canning in connection herewith (including, without limitation, the Bigger-Aegis Intercreditor Agreement); and (ii) Certificates of the appropriate government officials of the state of incorporation or organization of each of Eastside and Craft Canning, as applicable, as to the existence and good standing of Eastside and Craft Canning, each dated within 30 days prior to the date hereof; (ivh) Copies of Aegis shall have received such other instruments and documents incidental and appropriate to the transactions provided for herein as Aegis or its counsel may reasonably request, and all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower shall be in form and substance satisfactory to the Administrative Agent; (vi) The Fee Letters duly executed by each of the parties thereto; (vii) All documentation and information 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 such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the Closing Date; and (viii) At least five (5) days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to BorrowerAegis. (b) The Administrative Agent shall have received the fees payable pursuant to the Fee Letters. (c) The following statements shall be true: (i) The representations and warranties contained in Section 4.01 are true and correct on and as of Closing Date; and (ii) No event has occurred and is continuing, or would result from the Borrower entering into the Agreement and the other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or both.

Conditions Precedent to Effectiveness. The effectiveness This Amendment will become effective on the date (the “Second Amendment Effective Date”) on which each of this Agreement is subject to satisfaction of each the following conditions precedent on or before such datehas been satisfied to the satisfaction of the Administrative Agent: (a) The the Administrative Agent shall have received a counterpart of this Amendment, duly executed and delivered by the following on or before Borrower, Holdings, all other Loan Parties, all Lenders (including the Closing New Lenders), and the Administrative Agent; (b) for any Lender (including any New Lender) that has requested a new and/or replacement (as applicable) promissory note prior to the Second Amendment Effective Date, the Administrative Agent shall have received such duly executed promissory note issued by the Borrower payable to such Lender that requested the same; (c) the Administrative Agent shall have received (i) a duly executed amendment to the Note Purchase Agreement and (ii) a duly executed amendment to the Intercreditor Agreement, in each dated such date (except for the Disclosure Documents), case in form and substance reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received written opinions of Cool▇▇ ▇▇▇ and Squire Patt▇▇ ▇▇▇g▇ ▇▇▇, counsel to the Loan Parties, addressed to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each Lender: (i) (A) This Agreement, duly executed by each of the parties heretoLenders, and covering such matters relating to the Loan Parties, this Amendment, the Loan Documents and the transactions contemplated therein as the Administrative Agent shall reasonably request (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed which opinions will expressly permit reliance by permitted successors and executed by assigns of the BorrowerAdministrative Agent and the Lenders); (iie) Certified copies of the resolutions of the governing body of the Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iii) A Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreement; (iv) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower Loan Party in form and substance satisfactory to the Administrative Agent, attaching and certifying copies of (x) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Loan Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and (z) the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing this Amendment and the Loan Documents to which it is a party; (vif) The Fee Letters duly executed by each the Administrative Agent shall have received certificates of good standing or existence, as may be available from the Secretary of State of the parties theretojurisdiction of organization of each Loan Party; (viig) All documentation and information 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 such documentation or information is requested by the Administrative Agent shall have received one or more duly executed borrowing notices from the Borrower in form and substance reasonably acceptable to the Administrative Agent with respect to the Term Loans and any Revolving Loans to be made on behalf the Second Amendment Effective Date (it being understood and agreed that the Administrative Agent and each Lender party hereto waives (i) the advance notice requirement under Section 2.3 of the Existing Loan Agreement for Eurodollar Borrowings solely with respect to such Eurodollar Borrowings to be funded on the Second Amendment Effective Date and (ii) any losses, costs or expenses owing to such Lenders prior pursuant to Section 2.19 of the Existing Loan Agreement solely as a result of the refunding of any Eurodollar Loans on the Second Amendment Effective Date); (h) the Administrative Agent shall have received a certificate dated as of the Second Amendment Effective Date and signed by a Responsible Officer (i) certifying that immediately after giving effect to the Closing consummation of the transactions contemplated to occur on the Second Amendment Effective Date; and, (A) no Default or Event of Default exists or will result therefrom, (B) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respects) and (C) since the date of the financial statements of the Borrower described in Section 4.4 of the Existing Loan Agreement, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect, (ii) confirming that the Loan Parties and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date and (iii) that attaches a duly completed and executed Compliance Certificate, including calculations of the financial covenants set forth in Article VI of the Amended Loan Agreement as of July 30, 2020; (viii) At least five (5) days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. (bi) The Administrative Agent shall have received the fees payable pursuant results of recent lien and judgment searches in each of the jurisdictions in which UCC financing statements or similar filings or recordations should be made to evidence or perfect security interests in all assets of the Loan Parties, and such searches shall reveal no Liens on any of the assets of the Loan Party, except for Permitted Liens or Liens to be discharged on or prior to the Fee Letters.Second Amendment Effective Date; (cj) The following statements the Administrative Agent shall be true: have received (i) The representations an upfront fee in an amount equal to $400,000, for the benefit of each of the Lenders in accordance with their Pro Rata Share of all Revolving Commitments and warranties contained Term Loans under the Amended Credit Agreement and (ii) payment all other fees, expenses and other amounts owing to the Administrative Agent, Truist Securities (f/k/a SunTrust Robi▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇c.) and the Lenders in Section 4.01 are true accordance with that certain engagement letter dated September 10, 2020 executed by Truist Securities and correct on accepted by the Borrower; (k) the Administrative Agent shall have received evidence that all fees, charges and as disbursements of Closing Datecounsel to the Administrative Agent have been paid by the Borrower; and (iil) No event has occurred the Administrative Agent shall have received information and is continuing, documentation reasonably requested by the Administrative Agent or would result from any Lender for purposes of compliance with applicable “know your customer” requirements under the Borrower entering into the Agreement and the Patriot Act or other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or bothapplicable anti-money laundering laws.

Conditions Precedent to Effectiveness. The effectiveness This Amendment shall become effective as of this Agreement is subject to satisfaction the first date (the “Amendment No. 2 Effective Date”) on which each of each the following conditions precedent on or before such datehave been satisfied: 1. The Administrative Agent (aor its counsel) shall have received (i) from each party hereto either (A) a counterpart of this Amendment signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include facsimile or pdf transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment, and (ii) duly executed copies (or facsimile or pdf copies) of the Reaffirmation Agreements (as defined in the Amended Credit Agreement) and such other certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Amendment. 2. The Administrative Agent shall have received a written opinion of the following on or before United States Loan Parties’ counsel, addressed to the Closing DateAdministrative Agent, each dated such date (except for the Disclosure Documents)Disbursement Agent, the Collateral Agents, the Issuing Banks and the Lenders in form and substance satisfactory to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each Lender: (i) (A) This Agreement, duly executed by each of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the Borrower; (ii) Certified copies of the resolutions of the governing body of the Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreement; (iv) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower in form and substance satisfactory acceptable to the Administrative Agent; (vi) The Fee Letters duly executed by each of the parties thereto; (vii) All documentation and information 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 such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the Closing Date; and (viii) At least five (5) days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. (b) 3. The Administrative Agent shall have received copies of the fees payable most recent financial statements, projections and reports required to be delivered pursuant to Section 5.01 of the Fee LettersCredit Agreement. (c) 4. The following statements Administrative Agent shall be true: have received (i) The representations a certificate of each Loan Party, dated the Amendment No. 2 Effective Date and warranties contained in Section 4.01 are true executed by its Secretary, Assistant Secretary or Director, which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and correct on performance of the Loan Documents to which it is a party, (B) identify by name and as title and bear the signatures of Closing Date; and the Financial Officers and any other officers of such Loan Party authorized to sign the Loan Documents to which it is a party, and (iiC) No event has occurred and is continuingcontain appropriate attachments, including the certificate or would result from the Borrower entering into the Agreement and the other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or both.articles

Conditions Precedent to Effectiveness. The effectiveness of this Agreement is subject to This Amendment shall be effective (the “Second Amendment Effective Date”) upon the satisfaction of each the following conditions precedent on or before such datefollowing: (ai) This Amendment shall have been duly executed and delivered by each of the Borrowers, the Administrative Agent, the Required Lenders and each Lender providing an Additional Term Loan Commitment and (ii) the Consent and Reaffirmation attached hereto shall have been duly executed and delivered by the Subsidiary Guarantors. 5.2 The Administrative Agent shall have received a favorable written opinion (addressed to the following on or before Administrative Agent and the Closing Lenders and dated the Second Amendment Effective Date) of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, each dated such date (except counsel for the Disclosure Documents)Loan Parties, and covering such other matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall reasonably request. The Borrowers hereby request such counsel to deliver such opinion. 5.3 The Administrative Agent shall have received (i) a certificate signed by the President, a Vice President or a Financial Officer of the Borrowers certifying that, after giving effect (including giving effect on a Pro Forma Basis reasonably acceptable to the Administrative Agent) to the Amendment and the making of the Additional Term Loans, the Borrowers are in compliance with (x) the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement and (y) the covenants contained in Sections 6.11, 6.12, 6.13 and 6.14 of the Credit Agreement and (ii) such other documents and certificates as the Administrative Agent or its counsel may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent and (except for its counsel. 5.4 After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing under the notes described in paragraph (i)) with one copy for each Lender: (i) (A) This Agreement, duly executed by each of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed Credit Agreement or will be triggered by the Borrower; (ii) Certified copies of the resolutions of the governing body of the Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and or performance by the Borrower of this Agreement;Amendment or the consummation of the transactions contemplated hereby. (iv) Copies 5.5 The Administrative Agent shall have received, for the account of all the Disclosure Documents (it being agreed each Lender party hereto that such Disclosure Documents will be deemed provides an Additional Term Loan Commitment and delivers its executed signature page to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website Amendment by no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of counsel (including the opinion of in-house counsel date and special New York and Texas counsel) for the Borrower in form and substance satisfactory to time specified by the Administrative Agent; (vi) The Fee Letters duly executed by each of the parties thereto; (vii) All documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, an upfront fee in an amount equal to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior amount previously disclosed to the Closing Date; and (viii) At least five (5) days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to BorrowerLenders. (b) 5.6 The Administrative Agent shall have received payment of the Administrative Agent’s and its affiliates’ fees payable pursuant to and reasonable documented out-of-pocket expenses (including reasonable documented out-of-pocket fees and expenses of counsel for the Fee LettersAdministrative Agent) in connection with this Amendment. (c) The following statements shall be true: (i) The representations and warranties contained in Section 4.01 are true and correct on and as of Closing Date; and (ii) No event has occurred and is continuing, or would result from the Borrower entering into the Agreement and the other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or both.

Conditions Precedent to Effectiveness. The effectiveness of this This Agreement is subject to satisfaction of each shall become effective on the first date (the “Effective Date”) on which the following conditions precedent on or before such datehave been satisfied: (a) The Administrative Agent shall have received counterparts of this Agreement executed by the following Borrower and each of the Lenders or, as to any of the Lenders, advice satisfactory to the Agent that such Lender has executed this Agreement. (b) The Borrower shall have paid all reasonable and documented out-of-pocket expenses of the Agent and the Lead Arrangers to the extent such expenses have been invoiced at least three Business Days before the Effective Date. (c) The Agent (or its counsel) shall have received on or before the Closing DateEffective Date the following, each dated such date (except for the Disclosure Documents)Effective Date, in form and substance satisfactory to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy sufficient copies for each Lender: (i) (A) This Agreement, duly executed by each of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the Borrower; (ii) Certified copies of the resolutions of the governing body Board of Directors or the Finance Committee of the Board of Directors of the Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company corporate action and governmental approvals, if any, with respect to this Agreement;. (iiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower (x) certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by it hereunder; , (By) that attached thereto are true and correct copies including the certificate of incorporation of the organizational documents Borrower certified by the relevant authority of the Borrower, in each case jurisdiction of organization of the Borrower and the by-laws of the Borrower as in effect on the Closing Date; date on which the resolutions referred to in clause (i) above were adopted and (Cz) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required including a good standing certificate for the due execution, delivery and performance by the Borrower from its jurisdiction of this Agreement;organization. (iviii) Copies A favorable opinion of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇▇ or on ▇▇▇▇▇▇▇, General Counsel of the Borrower’s website no later than , and of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel for the third Borrower, substantially in the form of Exhibits D-2 and D-1 hereto, respectively. (3rdd) The Agent (and each Lender that so requests) shall have received, at least three (3) Business Day immediately preceding Days prior to the Closing Effective Date); (v) One or more favorable opinions of counsel (including , and the opinion of in-house counsel Agent and special New York such Lender shall be reasonably satisfied with, all documentation and Texas counsel) for other information about the Borrower in form and substance satisfactory to the Administrative Agent; (vi) The Fee Letters duly executed by each of the parties thereto; (vii) All documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including including, without limitation limitation, the Patriot Act, to the extent such documentation or information is reasonably requested in writing by the Administrative Agent on behalf of the Lenders Lead Arrangers or any Lender at least ten (10) Business Days prior to the Closing Effective Date; and (viii) At least five (5) days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. (b) The Administrative Agent shall have received the fees payable pursuant to the Fee Letters. (c) The following statements shall be true: (i) The representations and warranties contained in Section 4.01 are true and correct on and as of Closing Date; and (ii) No event has occurred and is continuing, or would result from the Borrower entering into the Agreement and the other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or both.

Conditions Precedent to Effectiveness. The effectiveness of this Agreement is and the obligations of the Lender to make the Loans and of the Lender to issue any Letter of Credit shall be subject to the prior satisfaction of each of the following conditions precedent on or before such dateconditions: (a) The Administrative Agent Lender shall have received each of the following on or before the Closing Date, each dated such date (except for the Disclosure Documents)following, in form and substance satisfactory to the Administrative Agent Lender and (except for the notes described in paragraph (i)) with one copy for each Lenderits counsel: (i) (A) This Agreement, Agreement and the Notes duly executed by each of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed delivered by the Borrower; (ii) Certified copies of the resolutions of the governing body of The Note Pledge Agreement duly executed and delivered by the Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company action together with respect the original promissory notes being pledged by the Borrower to this the Lender pursuant to said Note Pledge Agreement; (iii) A certificate Financing statements and such other documents as the Lender may deem reasonably necessary or proper to perfect the Security Interests in the Collateral; (iv) The Guaranty duly executed and delivered by each of the Secretary Guarantors; (v) The Guarantor Security Agreement duly executed and delivered by each of the Secured Guarantors, together with financing statements and other documents as the Lender may deem reasonably necessary or an Assistant proper to perfect the security interests granted thereby in the collateral covered thereby; (vi) The Landlord Waiver Agreement with respect to the Norwalk Property duly executed and delivered by the landlord of such Property the receipt of which the Lender hereby acknowledges. (vii) Copies of all corporate action taken by the Borrower and each Guarantor, including resolutions of their Board of Directors, authorizing the execution, delivery, and performance of the Loan Documents to which each is a party and each other document to be delivered pursuant to this Agreement, certified as of the date of this Agreement by the Secretary of the Borrower or such Guarantor, as the case may be; (viii) A certificate, dated as of the date of this Agreement, of the Secretary of the Borrower and of the Secretary of each Guarantor certifying (A) the names and true signatures of the officers of the Borrower or such Guarantor authorized to sign this Agreement the Loan Documents to which the Borrower or such Guarantor is a party and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower or such Guarantor under this Agreement; (ix) A favorable opinion of independent counsel for the Borrower and the Guarantors, satisfactory to Lender, dated the date of this Agreement; (ivx) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ A letter duly executed by an actuary or on the Borrower’s website no later than 's pension administrator stating the third annual valuation of each Plan, the status of the Borrower's and each ERISA Affiliate's compliance with ERISA, and the status of the Borrower's and each ERISA Affiliate's funding of each Plan. (3rdxi) Business Day immediately preceding Certificates of insurance evidencing compliance with the Closing Date)insurance requirements of this Agreement; (vxii) One or more favorable opinions The certificate of counsel (including incorporation and bylaws certified by the opinion Secretary of in-house counsel and special New York and Texas counsel) for the Borrower in form and substance satisfactory to the Administrative Agenteach Guarantor; (vixiii) The Fee Letters duly executed A Certificate of Good Standing issued by each the Secretary of the parties theretoState of its jurisdiction of organization evidencing that the Borrower and each Guarantor is a domestic corporation in good standing in such jurisdiction; (viixiv) All documentation The following due diligence documents: (a) receipt and information 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 such documentation or information is requested by the Administrative Agent on behalf satisfactory review of the Lenders prior to Subordinated Notes, the Closing DateSubordinated Senior Convertible Notes and the Subordinated Debentures, (b) receipt and satisfactory review of a Certificate of Compliance and a Current Borrowing Base Certificate; and (viiic) At least receipt and satisfactory review of Borrower's updated five (5) days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to year financial performance projections; (d) receipt and satisfactory review of Borrower. (b) The Administrative Agent shall have received the fees payable pursuant to the Fee Letters. (c) The following statements shall be true: (i) The representations 's and warranties contained in Section 4.01 are true and correct on and as of Closing Date; and (ii) No event has occurred and is continuing, or would result from the Borrower entering into the Agreement and the other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or both.each Secured Guarantor's most recent month-end accounts receivable aging

Conditions Precedent to Effectiveness. (a) The effectiveness of this Agreement is subject to the satisfaction of each the following conditions precedent on or before such dateconditions: (ai) This Agreement, the Administrative Services Agreement and the Custodian Agreement shall be in full force and effect and shall be in form and substance satisfactory to the Insurer and an executed counterpart of each such agreement shall have been delivered to the Insurer, (ii) The Insurer and the Fund shall have received (1) a certificate of the Secretary or Assistant Secretary of Pilgrim, dated as of the Effective Date, as to the incumbency and signature of the officers or other employees of Pilgrim authorized to sign this Agreement and the Administrative Agent Services Agreement on behalf of Pilgrim, together with evidence of the incumbency of such Secretary or Assistant Secretary, certified by the Secretary or Assistant Secretary of Pilgrim, and (2) a certificate of the Secretary or Assistant Secretary of Aeltus, dated as of the Effective Date, as to the incumbency and signature of the officers or other employees of Aeltus authorized to sign this Agreement on behalf of Aeltus, together with evidence of the incumbency of such Secretary or Assistant Secretary, certified by the Secretary or Assistant Secretary of Aeltus; (iii) The Insurer, Pilgrim and Aeltus shall have received a certificate of the Secretary or Assistant Secretary of the Fund, dated as of the Effective Date, as to the incumbency and signature of the officers or other employees of the Fund authorized to sign this Agreement, the Administrative Services Agreement and the Custodian Agreement on behalf of the Fund, together with evidence of the incumbency of such Secretary or Assistant Secretary, certified by the Secretary or Assistant Secretary of the Fund; (iv) Pilgrim, Aeltus and the Fund shall have received a certificate of the Secretary or Assistant Secretary of the Insurer, dated as of the Effective Date, as to the incumbency and signature of the officers or other employees of the Insurer authorized to sign this Agreement on behalf of the Insurer, together with evidence of the incumbency of such Secretary or Assistant Secretary, certified by the Secretary or Assistant Secretary of the Insurer; (v) The Insurer shall have received (1) a certificate of the Secretary or Assistant Secretary of Pilgrim, dated as of the Effective Date, certifying that attached thereto are true, complete and correct copies of the resolutions duly adopted by the Board of Directors of Pilgrim authorizing the execution of this Agreement and all other Transaction Documents entered into on or prior to the Effective Date to which Pilgrim is a party, and (2) a certificate of the Secretary or Assistant Secretary of Aeltus, dated as of the Effective Date, certifying that attached thereto are true, complete and correct copies of the resolutions duly adopted by the Board of Directors of Aeltus authorizing the (vi) The Insurer shall have received certificates of the Secretary or Assistant Secretary of the Fund, dated as of the Effective Date, certifying that attached thereto are true, complete and correct copies of resolutions duly adopted by the Board of Trustees of the Fund authorizing the execution of this Agreement and all Transaction Documents entered into on or prior to the Effective Date to which it is a party and of the Declaration of Trust; (vii) Each party to this Agreement shall have received the following on or before the Closing Date, each dated such date (except for the Disclosure Documents)executed legal opinions, in form and substance satisfactory to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each Lender: (i) (A) This Agreement, duly executed by each of the parties hereto, and dated the Effective Date: (A) the opinion of Dechert, as counsel to Pilgrim, substantially to the effect set forth in Exhibit I-1; (B) the opinion of Mich▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇q., as counsel to Aeltus, substantially to the effect set forth in Exhibit I-2; (C) the opinion of an Associate General Counsel and Vice President of the Insurer, substantially to the effect set forth in Exhibit J; and (D) the opinion of Dechert, as counsel to the Fund, substantially to the effect set forth in Exhibit K; (viii) The Insurer shall have received a promissory note payable copy of the Declaration of Trust, certified by the Secretary of The Commonwealth of Massachusetts; and (ix) All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Agreement and the other Transaction Documents shall be satisfactory in form and substance to the Insurer, and the Insurer shall have received such other documents and legal opinions in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request. (b) The obligation of the Insurer to issue each Policy is subject to the satisfaction of the following conditions on the Inception Date with respect to the related PPF: (i) The Insurer shall have received a certificate of the Secretary or Assistant Secretary of Pilgrim dated as of such Inception Date certifying that (A) a registration statement on Form N-1A with respect to each Lender that requests one pursuant Class of Shares with respect to Section 2.15, duly completed and executed such PPF (1) has been prepared by the Borrower;Fund in conformity with the requirements of the Acts and the rules and regulations of the Commission thereunder, (2) has been filed with the Commission under the Acts, (3) has become effective under the Acts, (B) if any post-effective amendment to such registration statement has been filed prior to the Inception Date, the most recent such amendment has been declared effective by the Commission, (C) true and complete copies of such registration statement as amended to the Inception (ii) Certified copies of The Investment Management Agreement with Pilgrim, the resolutions of Sub-Adviser Agreement with Aeltus, the governing body of the Borrower approving this Expense Limitation Agreement, and of all documents evidencing other necessary limited liability company action the Custodian Service and Monitoring Agreement with respect to this Agreementsuch PPF shall be in full force and effect and an executed counterpart of each such agreement shall have been delivered to the Insurer; (iii) A certificate copy of the Secretary or an Assistant Establishment and Designation of Series and Classes with respect to such PPF, certified by the Secretary of The Commonwealth of Massachusetts, shall have been delivered to the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this AgreementInsurer; (iv) Copies A copy of all the Disclosure Documents (it being agreed that Final Prospectus with respect to each Class of Shares of such Disclosure Documents will be deemed to PPF shall have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on to the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date)Insurer; (v) One or more favorable opinions of counsel (including Each party to this Agreement shall have received the opinion of in-house counsel and special New York and Texas counsel) for the Borrower following executed legal opinions, in form and substance satisfactory to each of the Administrative Agentparties hereto, dated the Inception Date: (A) the opinion of Dechert, as counsel to Pilgrim, substantially to the effect set forth in Exhibit L-1; (B) the opinion of Mich▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇q., as counsel to Aeltus, substantially to the effect set forth in Exhibit L-2; (C) the opinion of an Assistant General Counsel of State Street Bank and Trust Company, substantially to the effect set forth in Exhibit M; and (D) the opinion of Dechert, as counsel to the Fund, substantially to the effect set forth in Exhibit N. (vi) The Fee Letters duly executed by each Insurer shall have received a certificate of the parties thereto;Secretary or Assistant Secretary of the Fund certifying that attached thereto are true, complete and correct copies of the resolutions duly adopted by the Board of Trustees of the Fund authorizing the creation of such PPF and the execution by the Fund of the Investment Management Agreement and the Custodian Service and Monitoring Agreement with respect to such (vii) All documentation The Insurer shall have received a certificate of the Secretary or Assistant Secretary of Pilgrim certifying that attached thereto are true, complete and information required correct copies of the resolutions duly adopted by regulatory authorities under applicable “know your customer” the Board of Directors of Pilgrim authorizing the execution by Pilgrim of the Investment Management Agreement and antithe Sub-money laundering rules Adviser Agreement with respect to such PPF; (viii) The Insurer shall have received a certificate of the Secretary or Assistant Secretary of Aeltus certifying that attached thereto are true, complete and regulations, including without limitation correct copies of the Patriot Act, resolutions duly adopted by the Board of Directors of Aeltus authorizing the execution by Aeltus of the Sub-Adviser Agreement with respect to such PPF; (ix) The Insurer and the Fund shall have received a certificate of the Secretary or Assistant Secretary of Pilgrim as to the extent incumbency and signature of the officers or other employees of Pilgrim authorized to sign the Investment Management Agreement and the Sub-Adviser Agreement with respect to such documentation PPF on behalf of Pilgrim, together with evidence of the incumbency of such Secretary or information is requested Assistant Secretary, certified by the Administrative Agent Secretary or Assistant Secretary of Pilgrim; (x) The Insurer and the Fund shall have received a certificate of the Secretary or Assistant Secretary of Aeltus as to the incumbency and signature of the officers or other employees of Aeltus authorized to sign the Sub-Adviser Agreement with respect to such PPF on behalf of Aeltus, together with evidence of the incumbency of such Secretary or Assistant Secretary, certified by the Secretary or Assistant Secretary of Aeltus; (xi) The Insurer and Pilgrim shall have received a certificate of the Secretary or Assistant Secretary of the Fund as to the incumbency and signature of the officers or other employees of the Fund authorized to sign the Investment Management Agreement and the Custodian Service and Monitoring Agreement with respect to such PPF on behalf of the Lenders prior Fund, together with evidence of the incumbency of such Secretary or Assistant Secretary, certified by the Secretary or Assistant Secretary of the Fund; (xii) Each of the representations and warranties made by Pilgrim, Aeltus and the Fund in or pursuant to the Closing DateTransaction Documents shall be true and correct in all material respects on and as of such date; (xiii) No Default or Event of Default shall have occurred and be continuing on such date; (xiv) No statute, rule, regulation or order shall have been enacted, entered or deemed applicable by any Government Authority which would make the transactions contemplated by any of the Transaction Documents illegal or otherwise prevent the consummation thereof; and (viiixv) At least five (5) days prior All proceedings, and all documents, instruments and other legal matters in connection with the creation of such PPF shall be satisfactory in form and substance to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to BorrowerInsurer. (b) The Administrative Agent shall have received the fees payable pursuant to the Fee Letters. (c) The following statements shall be true: (i) The representations and warranties contained in Section 4.01 are true and correct on and as of Closing Date; and (ii) No event has occurred and is continuing, or would result from the Borrower entering into the Agreement and the other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or both.

Conditions Precedent to Effectiveness. The effectiveness of this Agreement initial Purchase Date hereunder is subject to satisfaction of each the following conditions precedent on or before such date: (a) The that the Collateral Agent, the Administrative Agent and each Purchaser Agent shall have received (unless otherwise waived), each of the following on or before the Closing Date, each dated such date (except for the Disclosure Documents), in form and substance reasonably satisfactory to the Collateral Agent, the Administrative Agent and each Purchaser Agent: (except for a) a copy of the notes described in paragraph resolutions or unanimous written consents, as applicable, of the board of directors or managers or member (ior any authorized sub-committee)) with one copy for each Lender: (i) (A) This Agreement, duly executed by as the case may be, of each of the parties heretoADT Entities required to authorize the execution, delivery, and performance by such ADT Entity of each Transaction Document to be delivered by it hereunder, certified by its secretary or any other authorized person; (Bb) good standing certificates (or the equivalent) for each of the ADT Entities issued by the Secretary of State (or the equivalent) of the jurisdiction in which each such entity is organized; (c) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the Borrower; (ii) Certified copies of the resolutions of the governing body of the Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iii) A certificate of the Secretary secretary or an Assistant Secretary assistant secretary of each of the Borrower ADT Entities certifying (A) the names and true signatures of the officers of the Borrower authorized on its behalf to sign this Agreement and the other documents Transaction Documents to be delivered hereunderby it (on which certificate the Collateral Agent, the Administrative Agent, each Purchaser and each Purchaser Agent may conclusively 28 rely until such time as such party shall have received from any such ADT Entity, a revised certificate meeting the requirements of this clause (c)); (Bd) that attached thereto are true and correct copies of the organizational documents Constituent Documents of each of the BorrowerADT Entities duly certified by the secretary or an assistant secretary of each such ADT Entity, and in in the case of any certificates or articles of incorporation, formation or organization, certified by the Secretary of State (or the equivalent) of the jurisdiction in which each case such entity is organized; (e) a search report by a nationally recognized search firm provided in writing to the Collateral Agent and the Administrative Agent by the Servicer listing all financing statements, state and federal tax, or ERISA liens and judgments that name the Seller or ADT, as debtor and that are filed in effect on the Closing Date; jurisdictions in which filings were made pursuant to clause (f) and (C) any other jurisdictions that attached thereto are true and correct the Collateral Agent or the Administrative Agent shall reasonably request together with copies of all governmental such financing statements; (f) copies of proper financing statements (form UCC-3) (including amendment and regulatory authorizations termination statements) and approvals release documentation each in form and substance reasonably satisfactory to the Collateral Agent and the Administrative Agent with respect to any financing statement included in the search report described in clause (if anye) required for above, to the due executionextent that any such financing statement set forth therein covers any Pool Receivables or Related Assets, delivery and performance by the Borrower of other than financing statements filed pursuant to this Agreement; ; (ivg) Copies proper financing statements naming the Seller as debtor, and the Collateral Agent as secured party, to be filed in all applicable jurisdictions in respect of all the Disclosure Documents Collateral; (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (ivh) if such documents are publicly available on favorable opinions of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of counsel & ▇▇▇▇▇▇▇▇ LLP (including with respect to creation and perfection of security interests under the opinion of inapplicable UCC) counsel to the ADT Entities; non-house counsel consolidation, and special New York true sale matters; and Texas counsel) for other customary opinions required by the Borrower in form Collateral Agent and substance satisfactory to the Administrative Agent; ; (vii) The Fee Letters completion of satisfactory due diligence in respect of the Receivable Pool by Purchasers, Purchaser Agents, the Collateral Agent, and the Administrative Agent; (j) duly executed by copies of each of the parties thereto; Fee Letters; (viik) All documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsduly executed copies of the Transaction Documents, including without limitation a Payment Direction in respect of each Lock-box Account, each Collection Account and the Patriot ActOmnibus Account (as each such term was defined herein on such Initial Purchase Date) which shall each be in full force and effect, and completion of the form of each Exhibit to this Agreement not attached hereto as of the extent Closing Date together with an amendment hereto attaching such documentation Exhibits; (l) payment by or information is requested by the Administrative Agent on behalf of the Lenders prior to the Closing Date; and (viii) At least five (5) days prior to the Closing DateSeller of each Purchaser’s, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulationeach Purchaser Agent’s, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. (b) The Administrative Agent shall have received the fees payable pursuant to the Fee Letters. (c) The following statements shall be true: (i) The representations and warranties contained in Section 4.01 are true and correct on and as of Closing Date; and (ii) No event has occurred and is continuingCollateral Agent’s, or would result from the Borrower entering into the Agreement and the other Loan DocumentsAdministrative Agent’s reasonable and documented out-of-pocket costs and expenses, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or both.including all reasonable and documented 29 SK 28677 0004 8494650 v1726

Conditions Precedent to Effectiveness. The effectiveness of this Agreement is subject to This Amendment shall become effective upon satisfaction of each the following conditions precedent on or before (such date:, the “Third Amendment Effective Date”): (a) The the execution and delivery of signature pages or a Lender Addendum, as applicable, to this Amendment from (i) the Borrower, the Holding Company and each other Obligor that is party to the Loan Documents, (ii) the New Tranche B Term Lenders, (iii) Lenders constituting the Required Lenders under and as defined in the Existing Credit Agreement, (iv) each Revolving Lender, (v) each Issuing Lender, (vi) each Swing Line Lender and (vii) the Administrative Agent; (b) no Default or Event of Default shall have occurred and be continuing or shall result from the transactions contemplated by this Amendment; (c) receipt by the Administrative Agent of (i) such documents, certificates and other instruments as the Administrative Agent or its counsel may reasonably request relating to (x) the organization, existence and good standing of the Obligors, (y) the incumbency of the officers of each Obligor and (z) the authorization of this Amendment and the transactions contemplated hereby and any other legal matters relating to the Obligors, this Amendment, the other Loan Documents and the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent and (ii) a certificate, signed by the President, Vice President, a Financial Officer or Secretary of the Borrower and by the President, Vice President, a Financial Officer, Secretary, Managing Member or Sole Member of each other Obligor, as of the Third Amendment Effective Date, which shall (x) confirm the satisfaction of the conditions in clause (b) above and Section 5 hereof and (y) certify that no Default or Event of Default shall have received occurred or be continuing; (d) receipt by the following on Administrative Agent (or before its affiliates) of all reasonable fees and expenses, including reasonable fees and expenses of counsel to the Closing Administrative Agent, required to be paid or reimbursed by the Borrower in connection with the preparation, execution and delivery of this Amendment (and, in the case of any such expenses, for which invoices in reasonable detail shall have been presented to the Borrower prior to the Third Amendment Effective Date); and (e) receipt by the Administrative Agent of the legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, each dated such date (except P.A., counsel for the Disclosure Documents)Obligors, in form and substance satisfactory to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each Lender: (i) (A) This Agreement, duly executed by each of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the Borrower; (ii) Certified copies of the resolutions of the governing body of the Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreement; (iv) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower in form and substance satisfactory to the Administrative Agent; (vi) The Fee Letters duly executed by each of the parties thereto; (vii) All documentation and information 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 such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the Closing Date; and (viii) At least five (5) days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. (b) The Administrative Agent shall have received the fees payable pursuant to the Fee Letters. (c) The following statements shall be true: (i) The representations and warranties contained in Section 4.01 are true and correct on and as of Closing Date; and (ii) No event has occurred and is continuing, or would result from the Borrower entering into the Agreement and the other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or both.

Conditions Precedent to Effectiveness. The effectiveness of this Agreement is subject to 2.1 This Amendment shall become effective upon the satisfaction or waiver by the Administrative Agent and Lenders of each of the following conditions precedent on (the date of such satisfaction or before such date:waiver, the “Fifth Amendment Effective Date”): (a) The Administrative Agent Agent’s receipt of the following, each of which shall have received be originals or telecopies (followed promptly by originals) unless otherwise specified, each of which shall be properly executed by a Responsible Officer of the following on or before the Closing Datesigning Loan Party, each dated such date (except for the Disclosure Documents), Fifth Amendment Effective Date and each in form and substance satisfactory to the Administrative Agent and (except for each of the notes described in paragraph (i)) with one copy for each LenderLenders: (i) (A) This Agreementexecuted counterparts of this Amendment from the Administrative Agent, duly executed by the Borrowers, the Guarantors, each of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the Borrower; (ii) Certified copies of the resolutions of the governing body of the Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the BorrowerLender, in each case as sufficient in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required number for the due execution, delivery and performance by the Borrower of this Agreement; (iv) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower in form and substance satisfactory distribution to the Administrative Agent;, the Administrative Agent’s counsel and the Company. (vii) The Fee Letters duly executed by Upon the reasonable request of any Lender made at least ten (10) Business Days prior to the Fifth Amendment Effective Date, each of Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the parties thereto; (vii) All documentation and other information required by regulatory authorities under so requested in connection with applicable “know your customer” and anti-money money-laundering rules and regulations, including including, without limitation limitation, the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders in each case at least three (3) Business Days prior to the Closing Date; and Fifth Amendment Effective Date and (viiiii) At at least five three (53) days Business Days prior to the Closing Fifth Amendment Effective Date, if the Borrower any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership RegulationRegulation shall have delivered, the Borrower must deliver to each Lender that so requests, a Beneficial Ownership Certification in relation to Borrower. (b) The Administrative Agent shall have received the fees payable pursuant to the Fee Letterssuch Loan Party. (c) The following statements Company shall have paid all reasonable accrued 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 Fifth Amendment Effective 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 true: incurred by it through the closing proceedings (i) The representations and warranties contained in Section 4.01 are true and correct on and as provided that such estimate shall not thereafter preclude a final settling of Closing Date; and (ii) No event has occurred and is continuing, or would result from accounts between the Borrower entering into the Agreement Company and the other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or bothAdministrative Agent).

Conditions Precedent to Effectiveness. The effectiveness of this Agreement is subject to satisfaction of each the following conditions precedent on or before such date: (a) The Administrative Agent shall have received resignation of the following on or before the Closing Date, each dated such date (except for the Disclosure Documents), in form and substance satisfactory to the Existing Administrative Agent and (except for Existing Collateral Agent, the notes described in paragraph (i)) with one copy for each Lender: (i) (A) This Agreement, duly executed by each appointment of the parties hereto, Successor Administrative Agent and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the Borrower; (ii) Certified copies of the resolutions of the governing body of the Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement Successor Collateral Agent and the other documents to be delivered hereunder; (B) that attached thereto are true matters contemplated in Article I above and correct copies the effectiveness of the organizational documents amendments set forth in Section 2.1 of this Amendment, are subject to the satisfaction or waiver of the following conditions (the date of such satisfaction or waiver of such conditions being referred to herein as the “Seventh Amendment Effective Date” and the time of such satisfaction or waiver of such conditions being referred to herein as the, the “Seventh Amendment Effective Time”): (1) the Parent Borrower, in the OpCo Borrower, the Existing Administrative Agent, the Existing Collateral Agent, the Successor Administrative Agent, the Successor Collateral Agent, the Existing Swingline Lender, the Swingline Lender, the Existing Issuing Lender, the Issuing Lender, each case as in effect on Exiting Lender and the Closing Date; and (C) that attached thereto are true and correct copies Lenders representing 100% of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by Commitments under the Borrower Credit Agreement have each delivered a duly executed counterpart of this Agreement; (iv) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower in form and substance satisfactory Amendment to the Administrative Agent; (vi2) The Fee Letters the Parent Borrower, the OpCo Borrower, the Successor Administrative Agent, the Successor Collateral Agent, the Swingline Lender, the Issuing Lender and the Lenders representing 100% of the Commitments have each delivered a duly executed by counterpart of the Credit Agreement to the Administrative Agent; (3) each Guarantor shall have delivered a duly executed counterpart of the acknowledgment and consent attached to this Amendment (the “Acknowledgment”) to the Successor Administrative Agent; (4) the Successor Administrative Agent shall have received (A) a certificate from each of the parties theretoBorrowers and each other Loan Party, dated the Seventh Amendment Effective Date, substantially in the form of Exhibit G to the Credit Agreement, with appropriate insertions and attachments of resolutions or other actions, evidence of incumbency and the signature of authorized signatories and Organizational Documents, executed by a Responsible Officer and the Secretary or any Assistant Secretary or other authorized representative of such Loan Party and (B) a good standing certificate (or the equivalent thereof) for each of the Loan Parties from its jurisdiction of formation; (vii5) All the Successor Administrative Agent shall have received a certificate, in form and substance reasonably satisfactory to the Administrative Agent, of the Parent Borrower dated as of the Seventh Amendment Effective Date signed by a Responsible Officer of the Parent Borrower certifying as to the matters set forth in clauses (5) and (6) below; (6) each of the representations and warranties made by any Loan Party pursuant to the Credit Agreement and any other Loan Document to which it is a party shall, except to the extent that they relate to a particular date, be true and correct in all material respects on and as of the Seventh Amendment Effective Date as if made on and as of such date; (7) no Default or Event of Default shall have occurred and be continuing on the Seventh Amendment Effective Date after giving effect to the effectiveness hereof; (8) the Parent Borrower shall have delivered to the Successor Administrative Agent and the Lenders an opinion from each of Debevoise & P▇▇▇▇▇▇▇ LLP and R▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., in form and substance reasonably satisfactory to the Successor Administrative Agent and dated as of the Seventh Amendment Effective Date; (9) (i) the Successor Administrative Agent shall have received at least three Business Days prior to the Seventh Amendment Effective Date all documentation and other information required that has been requested in writing by regulatory authorities under the Successor Administrative Agent at least five Business Days prior to the Seventh Amendment Effective Date regarding the Loan Parties reasonably requested by the Successor Administrative Agent in order to allow the Successor Administrative Agent to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, and (ii) with respect to the extent such documentation each Loan Party or information is requested by the Administrative Agent on behalf of the Lenders prior to the Closing Date; and (viii) At least five (5) days prior to the Closing Date, if the Borrower any Subsidiary thereof that qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), the Successor Administrative Agent shall have received at least three Business Days prior to the Seventh Amendment Effective Date a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification Regulation in relation to Borrower.such Loan Party or such Subsidiary; (b10) (A) the Borrowers shall have paid to the Existing Administrative Agent, (x) for the ratable account of each applicable Lender, the aggregate outstanding principal amount of all Existing Loans and all accrued and unpaid interest and fees in respect of the Existing Loans and Existing Commitments owing to each such Lender under the Existing Credit Agreement as of the Seventh Amendment Effective Date and (y) all reasonable and documented out-of-pocket expenses incurred by the Existing Administrative Agent, in connection with the preparation, negotiation, execution, delivery and administration of this Amendment and (B) JPMorgan Chase Bank, N.A., as Lead Arranger and the Successor Administrative Agent, shall have received all fees and expenses separately agreed with the Parent Borrower related to the Commitments to the extent due (which may be offset against the proceeds of any Loans made under the Credit Agreement on the date hereof); (11) the Successor Administrative Agent shall have received a notice of conversion of Eurodollar Loans (as defined in the Existing Credit Agreement) to Term SOFR Rate Loans; (12) the Successor Administrative Agent and the Term Loan Agent shall have executed and delivered the Notice of Successor Agent Under Intercreditor Agreement, dated as of the Seventh Amendment Effective Date; (13) The Administrative Agent shall have received the fees payable pursuant evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Fee Letters. (c) The following statements shall be true: (i) The representations Administrative Agent and warranties contained otherwise in Section 4.01 are true and correct on and as compliance with the terms of Closing Datethe Credit Agreement; and (ii14) No event has occurred the Existing Administrative Agent shall have received evidence of the Backstop L/C in full force and is continuing, or would result from effect. The making of Revolving Credit Loans by the Borrower entering into Lenders on the Agreement and the other Loan Documents, that constitutes an Event of Default or would Seventh Amendment Effective Date shall conclusively be deemed to constitute an Event acknowledgment by the Administrative Agent and each Lender that each of Default the conditions precedent set forth herein shall have been satisfied in accordance with notice its respective terms or lapse of time or bothshall have been irrevocably waived by such Person.

Conditions Precedent to Effectiveness. The effectiveness of this Agreement and the obligation of each Bank to make its initial Loan on the occasion of the initial Borrowing hereunder is subject to satisfaction of each the following conditions precedent that the Agent shall have received on or before the date of such dateinitial Borrowing, all of the following, each in form and substance reasonably satisfactory to the Bank Group and in such number of counterparts as may be reasonably requested by the Agent: (a) The Administrative Agent shall have received following Loan Documents duly executed by the following on or before the Closing Date, each dated such date (except for the Disclosure Documents), in form and substance satisfactory to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each LenderPersons indicated below: (i) (A) This Agreement, duly this Agreement executed by the Borrower and each member of the parties hereto, and Bank Group, (Bii) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and the Notes executed by the Borrower;, (iii) the Mortgage executed by the Borrower, and (iv) the Acquisition Mortgage executed by the Borrower. (b) Evidence that the Liens created by the Security Documents have been duly perfected, or will be duly perfected upon the filing of the instruments referred to in subsections (i) and (ii) below, and constitute valid first priority Liens, which shall include, without limiting the generality of the foregoing: (i) the delivery to the Agent of such financing statements under the Uniform Commercial Code for filing in such jurisdictions as the Agent may require, and (ii) Certified copies the delivery to the Agent of the resolutions of Mortgage and the governing body of Acquisition Mortgage for filing in such jurisdictions as the Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company action with respect to this Agreement;Agent may require. (iiic) A certificate of the Secretary secretary or an Assistant Secretary assistant secretary of the Borrower certifying certifying, INTER ALIA, (Ai) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of resolutions adopted by the organizational documents Board of Directors of the Borrower, in each case as in effect on Borrower (A) authorizing the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreement; (iv) Copies of all the Disclosure Loan Documents (to which it being agreed that such Disclosure Documents is or will be deemed a party and the Borrowings to have been delivered under this clause be made thereunder and the consummation of the transactions contemplated thereby, (ivB) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions authorizing officers of counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower in form to negotiate the Loan Documents to which it is a party and substance satisfactory to the Administrative Agent; (vi) The Fee Letters duly executed by each of the parties thereto; (vii) All documentation and information 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 such documentation which will be delivered at or information is requested by the Administrative Agent on behalf of the Lenders prior to the Closing Date; and date of the initial Borrowing and (viiiC) At least five (5) days prior to the Closing Date, if authorizing officers of the Borrower qualifies as to execute and deliver the Loan Documents to which it is or will be a “legal entity customer” under the Beneficial Ownership Regulationparty and any related documents, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. including, without limitation, any agreement or security document contemplated by this Agreement, (bii) The Administrative Agent shall have received the fees payable pursuant to the Fee Letters. (c) The following statements shall be true: (i) The representations and warranties contained in Section 4.01 are true and correct on copies of the certificate of incorporation and as bylaws (or other similar charter documents) of Closing Date; and (ii) No event has occurred and is continuing, or would result from the Borrower entering into the Agreement and the other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or both.the

Conditions Precedent to Effectiveness. The ------------------------------------- effectiveness of this Amended and Restated Receivables Financing Agreement is subject to satisfaction of each the following conditions condition precedent on or before such date: (a) The Administrative Agent that the Administrator shall have received the following received, on or before the Closing Datedate of such effectiveness, the following, each (unless otherwise indicated) dated such date (except for the Disclosure Documents), and in form and substance satisfactory to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each LenderAdministrator: (ia) (A) This Agreement, duly executed by each of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the Borrower; (ii) Certified copies A copy of the resolutions of the governing body Board of Directors of each of the Borrower Company and AnnTaylor approving this AgreementAgreement and the other Transaction Documents to which it is a party to be delivered by it hereunder and the transactions contemplated hereby, and of all documents evidencing other necessary limited liability company action with respect to this Agreementcertified by its Secretary or Assistant Secretary; (iiib) Good standing certificates for the Company issued by the Secretaries of State of Delaware and Connecticut; good standing certificates for AnnTaylor issued by the Secretaries of State of New York and Delaware; (c) A certificate of the Secretary or Assistant Secretary of each of the Company and AnnTaylor certifying the names and true signatures of the officers authorized on its behalf to sign this Agreement and the other Transaction Documents to be delivered by it hereunder (on which certificate the Administrator and Lender may conclusively rely until such time as the Administrator shall receive from the Company or AnnTaylor, as the case may be, a revised certificate meeting the requirements of this subsection (c)); (d) The Certificate of Incorporation of each of the Company and AnnTaylor, duly certified by the Secretary of State of Delaware, as of a recent date acceptable to Administrator, together with a copy of the by-laws of each of the Company and AnnTaylor, duly certified by the Secretary or an Assistant Secretary of the Borrower certifying (A) Company or AnnTaylor, as the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreementmay be; (ive) Copies of proper assignments of, and amendments to, the financing statements (Form UCC-1) filed in connection with the transactions contemplated by the Original Financing Agreement, and copies of proper financing statements (Form UCC-1) naming the Company as the debtor and Lender as the secured party, filed or delivered to the Lender or the Administrator for filing; (f) A search report updating the search report delivered in connection with the Original Financing Agreement provided in writing to the Administrator by LEXIS Document Service, listing all effective financing statements that name the Disclosure Documents Company or AnnTaylor as debtor and that are filed in the jurisdictions in which filings were made pursuant to subsection (it being agreed e) above and in such other ------------- jurisdictions that Administrator shall reasonably request, together with copies of such Disclosure Documents will be deemed to have been delivered under this clause financing statements (ivnone of which shall cover the Receivables Pool or any interests therein other than those in favor of Clipper); (g) if such documents are publicly available on Duly executed copies of Lock-Box Agreements with each of the Lock-Box Banks; (h) Opinions of (i) Skadden, Arps, Slate, Meagher & Flom, s▇▇▇▇▇▇ or on counsel t▇ ▇▇e Company, in substantially the Borrower’s website no later than form of Exhibits 5.01(h)-(i), 5.01(h)-(iii) and 5.01(h)- ------------------- ------------- -------- (iv), (ii) Jocelyn F.L. Barandiara▇, ▇▇▇▇ral co▇▇▇▇▇ ▇▇▇ ▇he ---------- Company, in substantially the third form of Exhibit 5.01(h)-(ii) ------------------- and (3rdiii) Business Day immediately preceding Tyler, Cooper & Alcorn, specia▇ ▇▇▇▇ect▇▇▇▇ (i) Such powers of attorney as the Closing Date)Administrator shall reasonably request to enable the Administrator to collect all amounts due under any and all Pool Receivables; (vj) One or more favorable opinions A pro forma Information Package, assuming a Cut- --------- Off Date of counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower in form and substance satisfactory to the Administrative AgentOctober 27, 1995; (vik) The Fee Letters Assignment Agreement, duly executed by Clipper, State Street, Lender and the Administrator; (l) The Liquidity Agreement, duly executed by Lender, the Liquidity Agent and each of Liquidity Bank; (m) The Spread Account Agreement, duly executed by the parties thereto; (viin) All documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, An amendment to the extent such documentation or information is requested Purchase Agreement, duly executed by the Administrative Agent on behalf of Company and AnnTaylor; (o) The Note, duly executed by the Lenders prior to the Closing DateCompany; and (viii) At least five (5) days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. (bp) The Administrative Agent shall have received Fee Letter, duly executed by the fees payable pursuant to the Fee Letters. (c) The following statements shall be true: (i) The representations and warranties contained in Section 4.01 are true and correct on and as of Closing Date; Company and (ii) No event has occurred and is continuing, or would result from the Borrower entering into the Agreement and the other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or both.

Conditions Precedent to Effectiveness. The effectiveness of this Agreement initial Purchase Date hereunder is subject to satisfaction the conditions precedent that the Collateral Agent, the Administrative Agent and each Purchaser Agent shall have received (unless otherwise waived), each of each the following conditions precedent on or before such datein form and substance reasonably satisfactory to the Collateral Agent, the Administrative Agent and each Purchaser Agent: (a) The Administrative Agent shall have received the following on or before the Closing DateA COPY OF THE RESOLUTIONS OR UNANIMOUS WRITTEN CONSENTS, each dated such date AS APPLICABLE, OF THE BOARD OF DIRECTORS OR MANAGERS OR MEMBER (except for the Disclosure DocumentsOR ANY AUTHORIZED SUB-COMMITTEE), in form and substance satisfactory to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each Lender: (i) (A) This AgreementAS THE CASE MAY BE, duly executed by each of the parties heretoOF EACH OF THE ADT ENTITIES REQUIRED TO AUTHORIZE THE EXECUTION, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15DELIVERY, duly completed and executed by the BorrowerAND PERFORMANCE BY SUCH ADT ENTITY OF EACH TRANSACTION DOCUMENT TO BE DELIVERED BY IT HEREUNDER, CERTIFIED BY ITS SECRETARY OR ANY OTHER AUTHORIZED PERSON; (ii) Certified copies of the resolutions of the governing body of the Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreement; (iv) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower in form and substance satisfactory to the Administrative Agent; (vi) The Fee Letters duly executed by each of the parties thereto; (vii) All documentation and information 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 such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the Closing Date; and (viii) At least five (5) days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. (b) The Administrative Agent shall have received the fees payable pursuant to the Fee Letters.GOOD STANDING CERTIFICATES (OR THE EQUIVALENT) FOR EACH OF THE ADT ENTITIES ISSUED BY THE SECRETARY OF STATE (OR THE EQUIVALENT) OF THE JURISDICTION IN WHICH EACH SUCH ENTITY IS ORGANIZED; (c) The following statements shall be true: A CERTIFICATE OF THE SECRETARY OR ASSISTANT SECRETARY OF EACH OF THE ADT ENTITIES CERTIFYING THE NAMES AND TRUE SIGNATURES OF THE OFFICERS AUTHORIZED ON ITS BEHALF TO SIGN THE TRANSACTION DOCUMENTS TO BE DELIVERED BY IT (i) The representations and warranties contained in Section 4.01 are true and correct on and as of Closing Date; and ON WHICH CERTIFICATE THE COLLATERAL AGENT, THE ADMINISTRATIVE AGENT, EACH PURCHASER AND EACH PURCHASER AGENT MAY CONCLUSIVELY RELY UNTIL SUCH TIME AS SUCH PARTY SHALL HAVE RECEIVED FROM ANY SUCH ADT ENTITY, A REVISED CERTIFICATE MEETING THE REQUIREMENTS OF THIS CLAUSE (ii) No event has occurred and is continuing, or would result from the Borrower entering into the Agreement and the other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or both.C));

Conditions Precedent to Effectiveness. The effectiveness of this This Agreement is subject to satisfaction of each shall become effective on the date (the “Effective Date”) that the following conditions precedent on or before such datehave been satisfied: (a) The Borrowers shall have paid all fees and expenses of the Administrative Agent, the L/C Issuer and the Lenders payable hereunder and accrued as of the Effective Date (including the accrued fees and expenses of counsel to the Administrative Agent). (b) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower Agent, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct in all material respects on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (c) The Administrative Agent shall have received the following on or before the Closing DateEffective Date the following, each dated such date (except for the Disclosure Documents)day, in form and substance satisfactory to the Administrative Agent and (except for the notes described Notes) in paragraph (i)) with one copy sufficient copies for each Lender: (i) (A) This Agreement, duly executed by each Executed counterparts of the this Agreement from all parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the Borrower;. (ii) If requested by a Lender, a Note payable to the order of such Lender, in a principal amount equal to each such Lender’s Commitment. (iii) Certified copies of the resolutions of the governing body Board of the Directors (or committee thereof) of each Borrower and each other Loan Party approving this Agreement, the Notes and each Guaranty to which it is or is to be a party, and of all documents evidencing other necessary limited liability company corporate action and governmental and other third party approvals and consents, if any, with respect to this Agreement;, the Notes and each Guaranty. (iiiiv) A certificate of the Director, Secretary or an Assistant Secretary of the Borrower each Loan Party certifying (A) the names and true signatures of the officers of the Borrower such Loan Party authorized to sign this Agreement the Loan Documents to which it is a party and the other documents to be delivered hereunder; . (Bv) that attached thereto are true A Subsidiary Guaranty executed by each Subsidiary Guarantor, and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance Parent Guaranty duly executed by the Borrower of this Agreement;Parent. (ivvi) Copies An opinion of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇▇ or on & Bird LLP, counsel for the Borrower’s website no later than Borrowers and certain other Loan Parties, in substantially the third (3rd) Business Day immediately preceding the Closing Date);form of Exhibit E attached hereto. (vvii) One or more favorable opinions An opinion of Linklaters, English counsel for IHCL, in substantially the form of Exhibit F attached hereto and to such other matters as any Lender through the Administrative Agent may reasonably request. (viii) An opinion of ▇▇▇▇▇▇▇, Bermuda counsel for the Parent, in substantially the form of Exhibit G attached hereto and to such other matters as any Lender through the Administrative Agent may reasonably request. (ix) An acceptance of the appointment of the Process Agent (as such term is defined in Section 8.12) for each of the Parent and IHCL. (x) A certificate signed by the chief financial officer of IHCL certifying the current Debt Ratings. (d) All amounts outstanding, if any, under the Existing Credit Agreement shall have been paid, and the Existing Credit Agreement shall have been terminated (including the opinion termination of in-house counsel and special New York and Texas counselall commitments thereunder) for the Borrower in form and substance writing satisfactory to the Administrative Agent; (vi) The Fee Letters duly executed by each of the parties thereto; (vii) All documentation and information 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 such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the Closing Date; and (viii) At least five (5) days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. (be) The Administrative Agent shall have received the fees payable pursuant to the Fee Letters. (c) The following statements shall be true: (i) The representations the Consolidated financial statements of the Parent and warranties contained in Section 4.01 are true its Subsidiaries for the fiscal quarter ended March 31, 2010 and correct on and as of Closing Date; and (ii) No event has occurred the financial projections of the Parent and is continuingits Subsidiaries on a Consolidated basis for the fiscal years ended 2010, or would result from 2011, 2012, 2013 and 2014, in each case, in form and substance reasonably satisfactory to the Borrower entering into the Agreement and the other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or bothAdministrative Agent.

Conditions Precedent to Effectiveness. The effectiveness of parties hereto agree that this Agreement is subject to Amendment shall not be effective until the satisfaction of each of the following conditions precedent on or before such dateprecedent: (a) The the Administrative Agent shall have received a copy of this Amendment duly completed, executed and delivered by the following on or before Borrower and the Closing Dateother Loan Parties; (b) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the U.S. Cellular Revolving Loan Facility, each dated such date (except for the Disclosure Documents), which shall be in form and substance satisfactory to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each Lender: (i) (A) This Agreement, duly executed by each of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the Borrower; (ii) Certified copies of the resolutions of the governing body of the Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreement; (iv) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower in form and substance satisfactory reasonably acceptable to the Administrative Agent; (vic) The Fee Letters duly executed by each the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the parties theretoU.S. Cellular Term Loan Facility, which shall be in form and substance reasonably acceptable to the Administrative Agent; (viid) All documentation and information 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 such documentation or information is requested by the Administrative Agent on behalf shall receive evidence of the Lenders prior concurrent consummation of a related amendment to the Closing Date; andRevolving Loan Facility, which shall be in form and substance reasonably acceptable to the Administrative Agent; (viiie) At least five (5) days prior the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Closing DateSenior Term Loan Credit Agreement, if dated as of December 9, 2021, among U.S. Cellular, Toronto Dominion (Texas) LLC, as the Borrower qualifies administrative agent, and the lenders party thereto, which shall be in form and substance reasonably acceptable to the Administrative Agent; (f) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Credit Agreement, dated as of December 17, 2021, among U.S. Cellular, the lenders party thereto, Citibank, N.A., as administrative agent, and Export Development Canada, as a “legal entity customer” under mandated lead arranger and a lender, which shall be in form and substance reasonably acceptable to the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower.Administrative Agent; (bg) The the Administrative Agent shall have received payment of all reasonable and invoiced out‑of‑pocket fees and expenses incurred by the fees payable pursuant Administrative Agent and its Affiliates (including the reasonable and invoiced fees, charges and disbursements of a single counsel for the Administrative Agent in reasonable detail, and one local counsel in each relevant jurisdiction), in connection with the preparation, negotiation, execution, delivery and administration of this Amendment; and (h) each of the representations and warranties made in this Amendment shall be true and correct in all material respects (or, to the Fee Letters. (c) The following statements extent any such representation or warranty is qualified as to “materiality” or “Material Adverse Effect” shall be true: true and correct in all respects) on and as of the Amendment Effective Date (i) The as defined below), both before and after giving effect to the amendments contemplated by this Amendment as if such representations and warranties were being made on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and the representations and warranties contained in subsections (a) and (b) of Section 4.01 are true 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and correct on and as (b), respectively, of Closing Date; and (ii) No event has occurred and is continuing, or would result from Section 6.01 of the Borrower entering into the Agreement and the other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or bothCredit Agreement.

Conditions Precedent to Effectiveness. The effectiveness of this Agreement Amendment is subject to satisfaction of each the following conditions precedent in a manner satisfactory to Administrative Agent (the date on or before such date:which each of the following conditions are satisfied, the “First Amendment Effective Date”): (a) The Administrative Agent shall have received each of the following on or before following: (i) a counterpart of this Amendment duly executed and delivered by each party hereto, (ii) a Reaffirmation of Obligations Under Credit Documents dated the Closing Date, First Amendment Effective Date duly executed by each dated such date (except for the Disclosure Documents)Credit Party, in form and substance reasonably acceptable to the Administrative Agent, (iii) an Affidavit of Out-Of-State Execution and Delivery regarding the execution of the Credit Documents to be executed on the First Amendment Effective Date, duly executed by the Borrower and notarized, (iv) a duly executed Fee Letter and (v) for the account of each Lender that has requested Notes, Notes executed by a duly Authorized Officer of the Borrower. (b) The Administrative Agent shall have received opinions, in form and in form and substance satisfactory to, and addressed to, the Administrative Agent and the Lenders from (i) ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇ LLP, counsel to Holdings and its Subsidiaries, (ii) ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel to Holdings, the Borrower and all of the Subsidiaries, (iii) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, special Florida counsel to the Borrower and certain Guarantors, and (iv) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, P.C., special Nevada counsel to Air Transport International Limited Liability Company, a Nevada limited liability company. (c) The Administrative Agent shall have received from each Credit Party a certificate, dated the First Amendment Effective Date, signed by the Secretary of such Credit Party in the form of Exhibit F to the Amended Credit Agreement (together with certifications as to incumbency and signatures of such officers) with appropriate insertions and deletions, together with (x) copies of the articles or certificate of incorporation, the limited liability company agreement, the partnership agreement, any certificate of designation, the by-laws, or other organizational documents of each such Credit Party (or a certification that such organizational documents have not been amended, modified, revoked or otherwise altered since delivery thereof to the Administrative Agent on the Closing Date and remain in full force and effect) and (y) the resolutions, or such other administrative approval, of each such Credit Party referred to in such certificate to be reasonably satisfactory to the Administrative Agent. (d) On the First Amendment Effective Date, all corporate, limited liability company, partnership and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Amendment and the other Credit Documents to be executed in connection herewith shall be reasonably satisfactory in form and substance to the Administrative Agent, and the Administrative Agent shall have received all information and copies of all certificates, documents and papers, including good standing certificates and any other records of corporate, partnership or limited liability company proceedings and governmental approvals, if any, which the Administrative Agent may have reasonably requested in connection therewith, such documents and papers, where appropriate, to be certified by proper corporate or Governmental Authority. (e) The Administrative Agent shall have received a certificate from an Authorized Officer of the Borrower dated the First Amendment Effective Date to the effect that (A) all representations and warranties of the Credit Parties contained in the Amended Credit Agreement and the other Credit Documents are true, correct and complete in all material respects (except to the extent any such representation and warranty specifically refers to an earlier date, in which case the same were true and correct in all material respects as of such earlier date); (B) after giving effect to this Amendment and the transactions contemplated hereby, no Default or Event of Default has occurred and is continuing; (C) since December 31, 2021, there has not been any change, effect, event, occurrence, state of facts or development that has had or could reasonably be expected to have a Material Adverse Effect; and (D) all of the applicable conditions set forth in this Section 4 have been satisfied as of such date. (f) The Administrative Agent shall have received copies of favorable UCC, tax, and judgment search reports in all necessary jurisdictions, as requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral or on the Capital Stock of the Subsidiaries of Holdings, in each case, other than Permitted Liens. On the First Amendment Effective Date, the Administrative Agent shall have received copies of duly executed FAA form “Aircraft Security Agreements” and/or “Amended and Restated Aircraft Security Agreements” to be filed on the First Amendment Effective Date with the FAA, the substance of which shall be satisfactory to the Administrative Agent, covering the Aircraft and Engines included in the Collateral Pool and registrations satisfactory to the Administrative Agent and shall have been made with the “International Registry” (except for as defined under the notes described in paragraph (i)Cape Town Convention) with one copy for each Lender: (i) (A) This Agreement, duly executed by each of relating to the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the Borrower; (ii) Certified copies of the resolutions of the governing body of the Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company action airframes with respect to this Agreement;the Aircraft and Engines in the Collateral Pool on the First Amendment Effective Date. (iiig) A certificate The Administrative Agent shall have received evidence that each Credit Party shall have obtained all permits, registrations, filings, licenses, authorizations, consents, orders or approvals of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names from any Governmental Authority and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the BorrowerPersons, in each case as that are necessary or advisable in connection with this Amendment and the transactions contemplated hereby, and each of the foregoing shall be in full force and effect on the Closing Date; and (C) that attached thereto are true in form and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due executionsubstance reasonably satisfactory to Administrative Agent. No action, delivery and performance by the Borrower proceeding or investigation shall have been instituted, threatened or proposed before any Governmental Authority to enjoin, restrain, or prohibit, or to obtain substantial damages in respect of, or which is related to or arises out of this Agreement;Amendment or the transaction contemplated hereby, or which, in the Administrative Agent’s sole discretion, would make it inadvisable to consummate the transactions contemplated by this Amendment. (ivh) Copies The Administrative Agent shall have received all fees required to be paid, and all reasonable out-of-pocket expenses required to be paid, on or before the First Amendment Effective Date, including all reasonable out-of-pocket costs and expenses (including reasonable fees and disbursements of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of & Bird LLP, counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower in form and substance satisfactory to the Administrative Agent;) required to be reimbursed or paid by the Borrower hereunder, under the Existing Credit Agreement or under the fee letter executed in connection herewith. (vii) The Fee Letters duly executed by each of At least five (5) days prior to the parties thereto; (vii) All First Amendment Effective Date, the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities or reasonably requested by the Administrative Agent or any Lender under or in respect of applicable “know your customer” and anti-money laundering rules and regulations, legal requirements including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the Closing Date; Act and (viii) At least five (5) days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. (b) The . Without limiting the generality of the provisions of this Section 4, for purposes of determining compliance with the conditions specified in this Section 4, each Lender that has signed this Amendment 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 a Lender unless the Administrative Agent shall have received the fees payable pursuant written notice from such Lender prior to the Fee Lettersproposed Effective Date specifying its objection thereto. (c) The following statements shall be true: (i) The representations and warranties contained in Section 4.01 are true and correct on and as of Closing Date; and (ii) No event has occurred and is continuing, or would result from the Borrower entering into the Agreement and the other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or both.

Conditions Precedent to Effectiveness. The effectiveness This Agreement shall become effective on and as of the first date (the "Effective Date") on which the Agent shall have received counterparts of this Agreement is subject to satisfaction duly executed by the Borrower and all of each the Banks and the following additional conditions precedent shall have been satisfied, except that Section 2.04(a) shall become effective as of the first date on or before such datewhich the Agent shall have received counterparts of this Agreement duly executed by the Borrower and all of the Banks: (a) The Administrative Borrower shall have notified the Agent in writing as to the proposed Effective Date. (b) Each of the Agent and the Co-Lead Arrangers shall be reasonably satisfied in all material respects with (i) the structure of the Plan of Reorganization and the other aspects of the Transaction (excluding the terms of the settlement contemplated thereby and the amount of the Settlement Payments to the extent, in each case, such terms and amount are not materially different from those set forth in the March 2004 10-Q) and all related tax, legal and accounting matters, (ii) the capitalization, corporate or organizational, and legal structure and equity ownership of the Borrower and its material Subsidiaries (including, without limitation, the charters and bylaws of each of the Borrower and its material Subsidiaries and each agreement or instrument relating thereto) after giving effect to the Transaction and (iii) the projected financial condition of the Borrower and its subsidiaries on a consolidated basis following the consummation of the Plan of Reorganization. (c) Each of the Agent and the Co-Lead Arrangers shall be reasonably satisfied that there has been no material adverse change since June 10, 2004 (which shall not be deemed to refer to the contemplated restructurings disclosed to the Co-Lead Arrangers on or prior to such date) in either (i) the corporate and legal structure and capitalization of the Borrower and its material Subsidiaries, including, without limitation, the charters and bylaws of each of the Borrower and each of its material Subsidiaries and each agreement or instrument relating thereto or (ii) the projected financial condition of the Borrower and its Subsidiaries on a consolidated basis following the Order Entry. (d) The Agent shall have received the following on or before the Closing DateEffective Date the following, each dated such date (except for the Disclosure Documents)day, in form and substance reasonably satisfactory to the Administrative Agent and (except for the notes described Notes) in paragraph (i)) with one copy sufficient copies for each LenderBank: (i) The Notes to the order of the Banks to the extent requested by any Bank pursuant to Section 2.18. (ii) An amended and restated share pledge agreement in substantially the form of Exhibit F hereto (together with each other pledge agreement and pledge agreement supplement delivered pursuant to Section 5.01(i), in each case as amended, the "Pledge Agreement"), duly executed by the Borrower and HESI in favor of the Collateral Agent, together with (to the extent not heretofore provided): (A) This to the extent such Pledged Equity is certificated, certificates representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank; (B) financing statements in proper form for filing under the Uniform Commercial Code of all jurisdictions that the Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Pledge Agreement, covering the Collateral described in the Pledge Agreement; (C) completed requests for information, dated on or before the date of the Initial Extension of Credit, listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of such other financing statements; and (D) except for the filing of financing statements to occur after the Effective Date and except as otherwise permitted by the Loan Documents, evidence that all other action that the Agent may reasonably deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Pledge Agreement has been taken. (iii) An amended and restated subsidiary guaranty in substantially the form of Exhibit G hereto (together with each other subsidiary guaranty and subsidiary agreement supplement delivered by a Subsidiary Guarantor pursuant to Section 5.01(i), in each case as amended, the "Subsidiary Guaranty"), duly executed by each Subsidiary Guarantor in favor of the parties heretoAgent, the Banks, the Three-Year Agent, the Three-Year Banks, the LC Agent and the ▇▇ ▇▇▇▇▇. (Biv) An amended and restated collateral trust agreement in substantially the form of Exhibit H hereto (together with each other collateral trust agreement supplement delivered by a promissory note payable to each Lender that requests one Loan Party pursuant to Section 2.155.01(i), in each case as amended, the "Collateral Trust Agreement"), duly completed and executed by the Borrower;, HESI and the Collateral Agent. (iiv) Certified copies of the resolutions of the governing body Board of the Borrower Directors, members or partners of each Loan Party approving this Agreementeach Loan Document to which such Loan Party is or is to be a party, and of all documents evidencing other necessary limited liability company corporate or organizational action and governmental approvals, if any, with respect to this Agreement;each Loan Document to which such Loan Party is or is to be a party. (iiivi) A certificate of the Secretary or an Assistant Secretary of the Borrower each Loan Party certifying (A) the names and true signatures of the officers of the Borrower such Loan Party authorized to sign this Agreement each Loan Document to which such Loan Party is or is to be a party and the other documents to be delivered by such Loan Party hereunder; . (Bvii) that attached thereto are true and correct copies A certificate of an officer of the organizational documents Borrower stating the respective ratings by each of S&P and ▇▇▇▇▇'▇, respectively, of the Borrower, in each case senior unsecured long-term debt of the Borrower as in effect on the Closing Effective Date; . (viii) A letter addressed to the Agent from the Borrower with respect to the Senior Unsecured Credit Facility Agreement stating that (i) all the "Commitments" (as defined in the Senior Unsecured Credit Facility Agreement) of the "Banks" (as defined in the Senior Unsecured Credit Facility Agreement) have been terminated, (ii) no "Advances" (as defined in the Senior Unsecured Credit Facility Agreement) are outstanding under the Senior Unsecured Credit Facility Agreement, and (Ciii) that attached thereto are true all fees and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance other amounts known by the Borrower of this Agreement;to be payable under the Senior Unsecured Credit Facility Agreement have been paid in full. (ivix) Copies A favorable opinion of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on ▇. ▇▇▇▇▇▇▇▇▇, Assistant Secretary and Assistant General Counsel for the Borrower’s website no later than , in substantially the third (3rd) Business Day immediately preceding the Closing Date);form of Exhibit C-1 hereto. (vx) One or more A favorable opinions of counsel (including the opinion of in-house ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel and special New York and Texas counsel) for the Borrower Loan Parties, in substantially the form of Exhibit C-2 hereto. (xi) A favorable opinion of Shearman & Sterling LLP, counsel for the Agent, in form and substance satisfactory to the Administrative Agent; (vi) The Fee Letters duly executed by each of the parties thereto; (vii) All documentation and information 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 such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the Closing Date; and (viii) At least five (5) days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. (be) The Administrative There shall exist no action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality that (i) could reasonably be expected to have a Material Adverse Effect other than the Disclosed Litigation or (ii) purports to affect the legality, validity or enforceability of the Borrower's or any Subsidiary Guarantor's obligations or the rights and remedies of the Banks relating to the Agreement and the other Loan Documents, and except as set forth in Schedule 4.01(f) to this Agreement, there shall have been no material adverse change in the status, or financial effect on the Borrower and its subsidiaries on a consolidated basis, of the Disclosed Litigation from that described to the Agent on or prior to June 10, 2004. (f) There shall have occurred no material adverse change (which term shall not be deemed to refer to the commencement of the Chapter 11 Cases) in the business, condition (financial or otherwise), operations, performance or properties of the Borrower and its subsidiaries, on a consolidated basis, since December 31, 2003, except as disclosed in the March 2004 10-Q, except as disclosed to the Agent, the Co-Lead Arrangers and the Banks on the Banks' conference calls on June 15, 2004 and June 29, 2004 and except for the accounting charges taken and to be taken by the Borrower directly in connection with the Settlement Payments and except as set forth in Schedule 4.01(f) to this Agreement, and the Agent shall have received a certificate signed by a Responsible Officer of the fees payable pursuant to Borrower stating that the Fee Letterscondition in this Section 3.01(f) has been satisfied as of the Effective Date. (cg) The Each of the Agent and the Co-Lead Arrangers shall be satisfied that the Borrower and its subsidiaries are not subject to material contractual or other restrictions that would be violated by the Transaction, including the incurrence of indebtedness under this Agreement, the granting of guarantees and collateral and the payment of dividends by subsidiaries. (h) Except as otherwise permitted by the Loan Documents, 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 reasonably acceptable to the Agent and the Co-Lead Arrangers) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agent and the Co-Lead Arrangers that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (i) On the Effective Date, the following statements shall be truetrue 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 are true and correct on and as of Closing the Effective Date; and, (ii) No event has occurred and is continuingcontinuing that constitutes a Default, (iii) Any default under the Borrower's or any of its material Subsidiaries' material debt instruments that would be triggered by the filing of the Chapter 11 Cases and related transactions has been permanently waived or amended, (iv) The Borrower has disclosed to the Agent (A) all material potential cash collateral and/or reimbursement obligations under letters of credit and (B) all material potential liabilities with respect to sureties, or would in each case, existing prior to the date hereof, that might arise as a result from of the filing of the Chapter 11 Cases and related transactions, and (v) To the Borrower's knowledge, the Borrower entering into will not be required for any reason due to events or circumstances existing prior to the Agreement Effective Date to cause its consolidated financial statements for fiscal year 2001 or 2002 to be reaudited or restated after the Effective Date, except in order to reflect changes in the Borrower's segment reporting. (j) All accrued fees and reasonable out-of-pocket expenses of the other Loan Documents, that constitutes an Event Co-Lead Arrangers (including the reasonable fees and expenses of Default or would constitute an Event counsel to the Co-Lead Arrangers for which invoices have been submitted) shall have been paid. (k) The Borrower shall have paid all accrued fees and reasonable out-of-pocket expenses of Default with notice or lapse the Agent (including reasonable fees and expenses of time or bothcounsel for which invoices have been submitted).

Conditions Precedent to Effectiveness. The effectiveness of this This Agreement is subject to shall not be effective, and the Third Restatement Effective Date shall not occur, until the prior or concurrent satisfaction of each of the following conditions precedent on or before such dateprecedent: (a) Each of the Third A&R ARKS S&O Agreement and the Third A&R BSR S&O Agreement has been executed and is in full force and effect; (b) The Administrative Agent Parties shall have executed an amendment to the Marketing and Sales Agreement in a form and in substance satisfactory to ▇▇▇▇; (c) The Parties shall have agreed to the form and substance of the Step-Out Inventory Sales Agreement (which form is attached hereto as Schedule R); (d) The S&O Party Guarantee shall have been duly executed and delivered to ▇▇▇▇ in a form and in substance satisfactory to ▇▇▇▇; (e) The Parties shall have entered into the Pledge and Security Agreement in a form and in substance satisfactory to ▇▇▇▇. (f) The Company Parties and ▇▇▇▇ shall have duly executed the Fee Letter; (g) The Parties have prepared and appended hereto a full amended and restated set of Schedules and Exhibits; (h) The Company shall have delivered to ▇▇▇▇ a certificate signed by the principal executive officer of the Company certifying as to incumbency, board approval and resolutions, other matters; (i) The Company shall have delivered to ▇▇▇▇ an opinion of counsel, in form and substance satisfactory to ▇▇▇▇, covering such matters as ▇▇▇▇ shall reasonably request, including: good standing; existence and due qualification; power and authority; due authorization and execution; enforceability of the Transaction Documents; and no conflicts including with respect to the Existing Financing Agreements; (j) ▇▇▇▇ shall have received amendments and restatements of the following on or before MLP Acknowledgment Agreement, the Closing Company Acknowledgment Agreement, the ARKS Acknowledgment Agreement and the BSR Acknowledgment Agreement, each duly executed by all parties thereto, reflecting such updated references and further amendments and modifications as ▇▇▇▇ shall have reasonably requested; (k) ▇▇▇▇ shall have confirmed to its satisfaction that, as of the Third Restatement Effective Date, each dated of the Existing Financing Agreements contains provisions that (i) recognize the respective rights and obligations of the Parties under this Agreement and the other Transaction Documents, (ii) confirm that this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby do not and will not conflict with or violate any terms and conditions of such date Existing Financing Agreement and (except for iii) recognize that ▇▇▇▇ is the Disclosure owner of Crude Oil and Products to the extent contemplated hereby and by the other Transaction Documents, free and clear of any liens of any lender or other creditor that is party to such Existing Financing Agreement, other than Permitted Liens; (l) ▇▇▇▇ shall have received final approvals from relevant internal committees; (m) To the extent deemed necessary or appropriate by ▇▇▇▇, acknowledgements and/or releases (including without limitation, amendments or termination of UCC financing statements), in form and substance satisfactory to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each Lender: (i) (A) This Agreement▇▇▇▇, shall have been duly executed by each lenders or other creditors that are party to Existing Financing Agreements, confirming the release of any lien in favor of such lender or other creditor that might apply to or be deemed to apply to any Crude Oil and/or Products of which ▇▇▇▇ is the parties hereto, owner as contemplated by this Agreement and (B) a promissory note payable the other Transaction Documents and agreeing to each Lender that requests one pursuant provide ▇▇▇▇ with such further documentation as it may reasonably request in order to Section 2.15, duly completed and executed by confirm the Borrowerforegoing; (iin) Certified copies The Company shall have delivered to ▇▇▇▇ such other certificates, documents and instruments as may be reasonably necessary to consummate the transactions contemplated herein, including UCC-1 financing statements reflecting ▇▇▇▇ as owner of all Crude Oil in the Crude Storage Tanks and all Products in the Product Storage Tanks on and as of the resolutions Third Restatement Effective Date; (o) No action or proceeding shall have been instituted nor shall any action by a Governmental Authority be threatened, nor shall any order, judgment or decree have been issued or proposed to be issued by any Governmental Authority as of the governing body Third Restatement Effective Date to set aside, restrain, enjoin or prevent the transactions and performance of the Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company action with respect to obligations contemplated by this Agreement; (iiip) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized The Company shall have delivered to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreement; (iv) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or insurance certificates evidencing the effectiveness of the insurance policies set forth on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date)Schedule F; (vq) One or more favorable opinions of counsel (including the opinion of in-house counsel The Company and special New York and Texas counsel) for the Borrower ▇▇▇▇ have provided to ▇▇▇▇ confirmation, in form and substance satisfactory to the Administrative Agent▇▇▇▇, that all other Transaction Documents remain in full force and effect; (vir) The Fee Letters duly executed by each All representations and warranties of the parties thereto; (vii) All documentation Company and information required by regulatory authorities under applicable “know your customer” its Affiliates contained in the Transaction Documents shall be true and anti-money laundering rules correct in all material respects on and regulations, including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf as of the Lenders prior to the Closing Third Restatement Effective Date; and (viiis) At least five (5) days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. (b) The Administrative Agent shall have received the fees payable pursuant to the Fee Letters. (c) The following statements shall be true: (i) The All representations and warranties of ▇▇▇▇ contained in Section 4.01 are the Transaction Documents shall be true and correct in all material respects on and as of Closing the Third Restatement Effective Date; and (ii) No event has occurred and is continuing, or would result from the Borrower entering into the Agreement and the other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or both.

Conditions Precedent to Effectiveness. The effectiveness This Agreement and the obligations of this Agreement is the Lender Parties hereunder shall become effective on the Effective Date, subject to satisfaction of each the following conditions precedent on or before such dateprecedent: (a) The Administrative Agent shall have received the following on or before the Closing DateEffective Date the following, each dated such date (except for the Disclosure Documents)day, in form and substance satisfactory to the Administrative Agent Lender Parties and (except for the notes described Notes) in paragraph (i)) with one copy sufficient copies for each LenderLender Party: (i) (A) This Agreement, duly executed by each The Notes to the order of the parties heretoLenders, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the Borrower;respectively. (ii) Certified copies of the resolutions of the governing body Board of Directors of the Borrower approving this Agreementeach Loan Document, and of all documents evidencing other necessary limited liability company corporate action and governmental approvals, including, without limitation, the required approval of the PUC, with respect to this Agreement;each such Loan Document. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement each Loan Document and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreement;. (iv) Copies A favorable opinion of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇▇▇ or on & ▇▇▇▇▇▇, P.A., counsel for the Borrower’s website no later than , substantially in the third (3rd) Business Day immediately preceding the Closing Date);form of Exhibit E hereto. (v) One or more A favorable opinions of counsel (including the opinion of in-house Winthrop, Stimson, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, special counsel and special New York and Texas counsel) for the Borrower Borrower, substantially in the form of Exhibit F hereto. (vi) A favorable opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇ as Arizona counsel for the Borrower, substantially in the form of Exhibit G hereto. (vii) A favorable opinion of Shearman & Sterling, counsel for the Agents, in form and substance satisfactory to the Administrative Agent; (vi) The Fee Letters duly executed by each of the parties thereto; (vii) All documentation and information 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 such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the Closing Date; and (viii) At least five (5) days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to BorrowerAgents. (b) The Administrative Agent Borrower shall have received paid all fees and expenses of the Agents and the Lender Parties, including the accrued fees payable pursuant and expenses of counsel to the Fee LettersAgents payable on or before the Effective Date. (c) The following statements On the Effective Date, the Bond Ratings by ▇▇▇▇▇'▇ and S&P shall be true: (i) The representations at least Ba1 and warranties contained in Section 4.01 are true and correct on and as of Closing Date; and (ii) No event has occurred and is continuingBB+, or would result from the Borrower entering into the Agreement and the other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or bothrespectively.

Conditions Precedent to Effectiveness. (a) The effectiveness of this Agreement Amendment, including the obligation of each Tranche C Term Lender to make, or exchange its Tranche B Term Loan for, a Tranche C Term Loan, is subject to the satisfaction or waiver of each the following conditions precedent on (the date of such satisfaction or before waiver of such date:conditions being referred to herein as the “Second Amendment Effective Date”): (a1) The the Parent Borrower, the OpCo Borrower, the Administrative Agent, the Collateral Agent shall and the Tranche C Term Lenders have received the following on or before the Closing Date, each dated such date (except for the Disclosure Documents), in form and substance satisfactory delivered a duly executed counterpart of this Amendment to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each Lender: (i) (A) This Agreement, duly executed by each of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the Borrower; (ii) Certified copies of the resolutions of the governing body of the Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrowerwhich, in each the case as of Tranche C Term Lenders, may be in effect on the Closing Date; and (C) that attached thereto are true and correct copies form of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreement; (iv) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Datean Existing Tranche B Lender Signature Page); (v2) One or more favorable opinions each Guarantor shall have delivered a duly executed counterpart of counsel the acknowledgment and consent attached to this Amendment (including the opinion of in-house counsel and special New York and Texas counsel“Acknowledgment”) for the Borrower in form and substance satisfactory to the Administrative Agent; (vi3) The Fee Letters duly executed by each of the parties thereto; (vii) All documentation and information 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 such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the Closing Date; and (viii) At least five (5) days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. (b) The Administrative Agent shall have received (A)(i) true and complete copies of resolutions of the fees payable board of directors or a duly authorized committee thereof of each of the Loan Parties approving and authorizing the execution, delivery and performance of this Amendment, and the performance of the Credit Agreement as amended by this Amendment and (ii) incumbency and the signature of authorized signatories, in each case, certified as of the Second Amendment Effective Date by a Responsible Officer, secretary or assistant secretary of the Borrowers as being in full force and effect without modification or amendment and (B) a good standing certificate (or the equivalent thereof) for each of the Loan Parties from its jurisdiction of formation; (4) the Administrative Agent shall have received a certificate, in form and substance reasonably satisfactory to the Administrative Agent, of the Parent Borrower dated as of the Second Amendment Effective Date signed by a Responsible Officer of the Parent Borrower certifying as to the matters set forth in clauses (5) and (6) below; (5) each of the representations and warranties made by any Loan Party pursuant to the Fee Letters. (c) The following statements shall Credit Agreement and any other Loan Document to which it is a party shall, except to the extent that they relate to a particular date, be true: (i) The representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of Closing Datethe Second Amendment Effective Date as if made on and as of such date; (6) no Default or Event of Default shall have occurred and be continuing on the Second Amendment Effective Date after giving effect to the effectiveness hereof; (7) [reserved]; (8) UBS Securities LLC, as Lead Arranger, shall have received all fees and expenses related to the Tranche C Term Loans to the extent due (which may be offset against the proceeds thereof); and (ii9) No event has occurred and is continuingwith respect to the initial Tranche C Term Loans, the Administrative Agent shall have received a notice of such Borrowing as required by Subsection 2.3 of the Credit Agreement (or would result from such notice shall have been deemed given in accordance with Subsection 2.3 of the Borrower entering into Credit Agreement). The making of Tranche C Term Loans by the Agreement Tranche C Term Lenders and the other Loan Documentsexchange of Tranche B Term Loans for Tranche C Term Loans by the Exchanging Tranche B Lenders shall, that constitutes an Event of Default or would in each case, conclusively be deemed to constitute an Event acknowledgment by the Administrative Agent and each Lender that each of Default the conditions precedent set forth herein shall have been satisfied in accordance with notice its respective terms or lapse of time or bothshall have been irrevocably waived by such Person.

Conditions Precedent to Effectiveness. The effectiveness obligation of each Lender to enter into this Agreement is subject to the fulfillment, to the reasonable satisfaction of Agent and its counsel, of each of the following conditions precedent on or before such date:(unless otherwise waived by Agent and the Lenders): (a) The Administrative Agent shall have received a certificate from the Borrower certifying that Borrower’s closings of its Initial Closing (as defined in the Subscription Agreements) has been consummated in accordance with the Subscription Agreements; (b) Agent shall have received the following Fee Letter, duly executed and delivered by Borrower and Agent, which shall be in full force and effect; (c) Agent shall have received the Management Fee Subordination Agreement, duly executed and delivered by Borrower, Adviser and Agent, which shall be in full force and effect; (d) Agent shall have received (i) the Security Agreement, duly executed and delivered by Borrower, which shall be in full force and effect, (ii) a UCC search with respect to Borrower from the Delaware Secretary of State, the results of which shall be reasonably satisfactory to Agent, and (iii) a UCC-1 financing statement naming Borrower as debtor in form and substance reasonably satisfactory to Agent; (e) Agent shall have received a promissory note, in form and substance reasonably satisfactory to Agent, duly executed by Borrower in favor of each Lender that requests a promissory note to evidence its Loans; (f) Agent shall have received a certificate of status with respect to Borrower dated within 20 days of the date of this Agreement, issued by the Secretary of State of the State of Delaware, which certificate shall indicate that Borrower is in good standing in such state; (g) Agent shall have received a true and correct copy of Borrower’s certificate of formation, certified by the Secretary of State of the State of Delaware within 20 days of the date of this Agreement; (h) Agent shall have received a true and correct copy of the other Governing Documents of Borrower, certified by a Responsible Officer of Borrower as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (i) Agent shall have received a certificate by a Responsible Officer of Borrower (i) attesting to the resolutions of the board of directors of Borrower authorizing the execution, delivery, and performance on or before behalf of Borrower of this Agreement and the Closing Dateother Loan Documents to which Borrower is a party, each (ii) attesting to the resolutions of the board of directors of Borrower appointing Responsible Officers of Borrower, and (iii) attesting to the incumbency and signatures of the Responsible Officers of Borrower executing on behalf of Borrower this Agreement, the Security Agreement, the Fee Letter, and the other Loan Documents to which Borrower is a party; (j) Agent shall have received full payment of all of the reasonable out-of-pocket fees, costs, and expenses of Agent (including the reasonable fees and expenses of Agent’s counsel) actually incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement, the Security Agreement and the other Loan Documents; (k) Agent shall have received the written opinions, dated such the date (except for the Disclosure Documents)of this Agreement, of counsel to Borrower, in form and substance satisfactory to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each Lender: (i) (A) This Agreement, duly executed by each of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the Borrowerits counsel; (iil) Certified copies Agent shall have received a certificate executed by a Responsible Officer of Borrower to the resolutions effect that, as of the governing body of the Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies , among other things, the underlying assets of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower do not constitute Plan Assets of this Agreement; (iv) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower any ERISA Investor in form and substance satisfactory to the Administrative Agent; (vim) The Fee Letters duly executed by each of the parties thereto; (vii) All documentation and information 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 such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the Closing Date; and (viii) At least five (5) days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. (b) The Administrative Agent shall have received the fees payable pursuant a certificate executed by a Responsible Officer of Borrower to the Fee Letters. effect that Borrower has obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (cgovernmental or otherwise) The following statements shall be true: (i) The representations and warranties contained required in Section 4.01 are true and correct on and as connection with the Governing Documents of Closing Date; and (ii) No event has occurred and is continuingBorrower, or would result from the Borrower entering into the this Agreement and the other Loan Documents, as may be required in connection with the transaction contemplated by the Loan Documents; (n) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened in writing that constitutes could reasonably be expected to have a Material Adverse Effect; (o) Agent shall have received a Borrowing Base Certificate duly executed by Borrower and dated as of the Closing Date; (p) all customary due diligence on Borrower and its Subsidiaries shall have been completed by the Agent and the Lenders and the results of such due diligence shall be satisfactory to the Agent and the Lenders; (q) no information shall have become available which the Agent believes has had, or could reasonably be expected to have, a Material Adverse Effect; (r) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof (except to the extent that such representations and warranties solely relate to an earlier date); (s) no Event of Default or would constitute an Unmatured Event of Default shall have occurred and be continuing on the date hereof; and (t) all other documents and legal matters in connection with notice the transactions contemplated by this Agreement shall have been delivered or lapse of time executed or bothrecorded and shall be in form and substance reasonably satisfactory to Agent and its counsel.

Conditions Precedent to Effectiveness. The effectiveness An Eligible Property that has been approved pursuant to Section 5.1(b)(ii) shall be included in the calculation of this Agreement is subject to Borrowing Base Availability as a Borrowing Base Property upon the satisfaction of each of the following conditions precedent on or before such date: (a) The Administrative Agent shall have received the following on or before the Closing Date, each dated such date (except for the Disclosure Documents), in form and substance satisfactory to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each Lender: (i) (A) This Agreement, duly executed by each of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and executed by the Borrower; (ii) Certified copies of the resolutions of the governing body of the Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company action with respect to this Agreement; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreement; (iv) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower in form and substance satisfactory to the Administrative Agent: (A) if the Eligible Property is not owned by an existing Subsidiary Guarantor, a joinder or accession agreement to the Guaranty, pursuant to which the Person that owns such Eligible Property (and each other direct or indirect owner of such new Subsidiary Guarantor that is a Subsidiary of the Borrower) becomes a Subsidiary Guarantor; (viB) The Fee Letters duly a Pledge and Security Agreement or joinder thereto, in form and substance reasonably satisfactory to the Administrative Agent, reflecting the pledge of Equity Interests by the Borrower in each such new Subsidiary Guarantor as additional Collateral, together with, to the extent requested by the Administrative Agent, certificates and instruments representing the Equity Interests of each such new Subsidiary Guarantor, pledged as Collateral pursuant to the applicable Pledge and Security Agreement, accompanied by undated stock powers or instruments of transfer executed by each of the parties theretoin blank; (viiC) All a Mortgage securing the Obligations (it being acknowledged that certain Mortgages, with the approval of the Administrative Agent, may provide for a limitation on the principal amount of the Loans and Commitments secured thereby to an amount equal to 110% of the Borrowing Base Property Value of the Eligible Property to which such Mortgage relates); (D) an Environmental Indemnity in form and substance reasonably satisfactory to the Administrative Agent; (E) an Assignment of Leases and Rents and Assignment of Licenses, Permits and Contracts, each in form and substance reasonably satisfactory to the Administrative Agent, as collateral security for the Obligations of the Borrowers, provided that at the discretion of the Administrative Agent, any such Assignment of Leases and Rents and/or Assignment of Licenses, Permits and Contracts may be contained within the applicable Mortgage rather than in a separate document; (F) the transfer of the “landlord’s” or “lessor’s” interest in all Leases with respect to such Eligible Property shall have been consummated in accordance with the terms of each thereof and all such Leases shall name the applicable Subsidiary Guarantor as “landlord” or “lessor” thereunder, whether by amendment, assignment or otherwise, subject only to the consent or approval of the Federal Agency tenant under such Leases (which consent or approval the Loan Parties shall use commercially reasonable and diligent efforts to obtain promptly after the date such Real Estate Asset becomes an Eligible Property and in any event within six (6) months after such date (or such longer period approved by the Administrative Agent)); (G) the Property Management Agreement with respect to such Eligible Property and an Assignment and Subordination of Management Agreement in respect of the same (or other property management arrangement satisfactory to the Administrative Agent); (H) UCC financing statements and fixture filings required by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent; (I) a title insurance policy, issued by a title insurance company reasonably acceptable to the Administrative Agent (or, as applicable, the delivery of applicable title policy endorsements or a new title policy with tie-in or aggregation endorsements to existing title policies), insuring the lien of the Mortgage as a first lien on the Eligible Property and showing no exceptions to title unacceptable to Administrative Agent other than Eligible Property Permitted Liens and otherwise in form and substance, and with endorsements, satisfactory to the Administrative Agent (and including copies of all exception documents); (J) a current Statement of Lease with respect to such Real Estate Asset, and, to the extent requested by the Administrative Agent, the Loan Parties shall use commercially reasonable and diligent efforts to obtain an SNDA within a time period satisfactory to the Administrative Agent after such Real Estate Asset becomes an Eligible Property hereunder, each in form and substance reasonably satisfactory to the Administrative Agent, with respect to each tenant of such Eligible Property; (K) with respect to any Eligible Property already owned by a new Subsidiary Guarantor, a copy of the Novation Agreements with each applicable Federal Agency or to the extent such Eligible Property is being acquired, any pre-novation assurance letters obtained by the applicable Subsidiary Guarantor, it being agreed that such Subsidiary Guarantor will request such assurance letters from each Federal Agency tenant (to be followed by the applicable Novation Letters following such Real Estate Asset becoming an Eligible Property hereunder within a time period satisfactory to the Administrative Agent); (L) a perfection certificate and/or supplements to any existing perfection certificates with respect to each such Eligible Property; (M) an opinion of counsel (including local counsel, as required by the Administrative Agent) to the new Subsidiary Guarantor, addressed to the Administrative Agent and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent, in the jurisdiction in which such new Subsidiary Guarantor is organized and an opinion of local counsel admitted to practice in the jurisdiction in which such Eligible Property is located, in each case unless waived by the Administrative Agent; (N) the deliverables described in Sections 6.1(a)(x) through (xiii) with respect to the new Subsidiary Guarantor unless any such item is waived by the Administrative Agent; (O) a Borrowing Base Certificate calculated as of the end of the then most recently ended Reference Period for which a Borrowing Base Certificate has been delivered pursuant to Section 9.4 (giving pro forma effect to the addition of such Eligible Property as a Borrowing Base Property and any other Borrowing Base Properties added since the end of such Reference Period); (P) a certificate signed by a Responsible Officer of the Borrower, certifying the following as of the effective date of such Borrowing Base Property Request approval, both immediately before and immediately after giving effect thereto: (1) that no Default or Event of Default exists, (2) that the representations and warranties made or deemed made by each Loan Party in the Loan Documents to which it is a party are true and correct in all material respects (or in all respects to the extent that such representations and warranties are already subject to concepts of materiality) on and as of such date with the same force and effect as if made on and as of such date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties are true and correct in such respects on and as of such earlier date), (3) that such Eligible Property satisfies the requirements of an “Eligible Property” set forth in the definition thereof and (4) that all of the financial covenants set forth in this Agreement have been satisfied (setting forth calculations demonstrating such compliance); (Q) Lien search results (consistent with Section 6.01(a)(xv)), to the extent requested by the Administrative Agent; (R) any fees payable to the Administrative Agent in connection with such Borrowing Base Property Request (including the reasonable fees, charges and disbursements of outside counsel to the Administrative Agent); (S) all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot USA PATRIOT Act, including any SS4 to the extent such documentation or information is requested by the Administrative Agent, a properly completed and signed IRS Form W-8 or W-9, as applicable, and the Certification of Beneficial Ownership for each such new Subsidiary Guarantor (together with an updated organizational structure chart); (T) evidence that no portion of the Eligible Property is located in an area designated by the Secretary of Housing and Urban Development as a special flood hazard area, or, if any such Eligible Property is located in such an area, unless the improvements located on such Eligible Property are excluded from the applicable Mortgage (as determined by the Administrative Agent in its sole discretion), flood hazard insurance acceptable to Administrative Agent and each Lender in its sole discretion; (U) evidence that the Subsidiary Guarantor that is the owner of such Eligible Property has opened its operating account with the Administrative Agent or a Lender; (V) certificates of insurance and endorsements and other evidence reasonably satisfactory to the Administrative Agent of compliance with the insurance requirements of this Agreement; and (W) such other documents, agreements and instruments related to the approval or denial of the Borrowing Base Property Request as the Administrative Agent on behalf of the Lenders prior to the Closing Date; and (viii) At least five (5) days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrowermay reasonably request. (b) The Administrative Agent shall have received the fees payable pursuant to the Fee Letters. (c) The following statements shall be true: (i) The representations and warranties contained in Section 4.01 are true and correct on and as of Closing Date; and (ii) No event has occurred and is continuing, or would result from the Borrower entering into the Agreement and the other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or both.

Conditions Precedent to Effectiveness. The effectiveness of this Agreement Amendment is subject to the satisfaction (or waiver) of each the following conditions precedent on (the time at which all such conditions are so satisfied (or before such date:waived) is referred to herein as the “Second Amendment Effective Date”): (a) No Event of Default under Section 8.01(a), (f) or (g) of the Credit Agreement shall exist and be continuing immediately after giving effect to this Amendment; (b) the Administrative Agent shall have received from each party hereto a counterpart of this Amendment signed on behalf of the Borrower, the Administrative Agent and each Second Amendment Incremental Term Lender (which, in each case, may be .pdf copies or delivered by other electronic method); (c) the Administrative Agent shall have received a Committed Loan Notice relating to the Second Amendment Incremental Term Loans; (d) the Administrative Agent shall have received such customary documents and certifications (including certificates of incorporation and bylaws, certificate of resolutions, board minutes or other action, and, if applicable, good standing certificates) as the Administrative Agent may reasonably require to evidence (A) the identity, authority and capacity of each Responsible Officer of the Loan Parties acting as such in connection with this Amendment and the other Loan Documents and (B) that the Loan Parties are duly organized or formed, and that each of them is validly existing and, to the extent applicable, in good standing; (e) the Administrative Agent shall have received a solvency certificate executed by the chief financial officer or similar officer, director or authorized signatory of the Borrower (after giving effect to this Amendment and the borrowing of the Second Amendment Incremental Term Loans) substantially in the form attached as Exhibit H to the Credit Agreement; (f) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying as to the matters set forth in Sections 3(a) and 3(h) of this Amendment; (g) the Administrative Agent shall have received an opinion from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, New York counsel to the Loan Parties; (h) subject to the provisions in Section 1.02(i) of the Credit Agreement, the representations and warranties of the Borrower and each other Loan Party contained in Article V of the Credit Agreement or any other Loan Document shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Second Amendment Effective 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 (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date; (i) The Administrative Agent shall have received the following on or before the Closing Date, each dated such date (except for the Disclosure Documents), in form and substance satisfactory to the Administrative Agent and (except for the notes described in paragraph (i)) a funding direction letter with one copy for each Lender: (i) (A) This Agreement, duly executed by each of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.15, duly completed and an attached funds flow memorandum executed by the Borrower;, dated as of the Second Amendment Effective Date; and (iij) Certified copies of to the resolutions of extent a reasonably detailed invoice therefor has been received by the governing body Borrower at least three (3) Business Days prior to the Second Amendment Effective Date (or such later date as the Borrower may agree), the Administrative Agent shall have been reimbursed by or on behalf of the Borrower approving for all documented out-of-pocket expenses incurred by it in connection with this Amendment in accordance with and subject to the terms of Section 10.04 of the Credit Agreement, . (k) The Second Amendment Incremental Term Loan Lenders shall have received all customary documentation and of all documents evidencing other necessary limited liability company action information with respect to this Agreement; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) Loan Parties that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on the Closing Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreement; (iv) Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third (3rd) Business Day immediately preceding the Closing Date); (v) One or more favorable opinions of counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower in form and substance satisfactory to the Administrative Agent; (vi) The Fee Letters duly executed by each of the parties thereto; (vii) All documentation and information is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including including, without limitation limitation, the Patriot Act, in each case that has been reasonably requested by such Second Amendment Incremental Term Loan Lenders at least three (3) Business Days prior to the Second Amendment Effective Date and (ii) to the extent such documentation or information is requested by the Administrative Agent on behalf of the such Incremental Term Loan Lenders at least three (3) Business Days prior to the Closing Date; and (viii) At least five (5) days prior to the Closing Second Amendment Effective Date, if the Borrower any Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver such Loan Party shall have delivered a Beneficial Ownership Certification in relation to Borrowersuch Loan Party. (b) The Administrative Agent shall have received the fees payable pursuant to the Fee Letters. (c) The following statements shall be true: (i) The representations and warranties contained in Section 4.01 are true and correct on and as of Closing Date; and (ii) No event has occurred and is continuing, or would result from the Borrower entering into the Agreement and the other Loan Documents, that constitutes an Event of Default or would constitute an Event of Default with notice or lapse of time or both.