Common use of Conditions Precedent to Effectiveness of this Amendment Clause in Contracts

Conditions Precedent to Effectiveness of this Amendment. This Amendment shall not become effective until all of the following conditions precedent shall have been satisfied in the discretion of each Agent or waived by both Agents: (a) Both Agents shall have received fully executed counterparts from all parties hereto of this Amendment. (i) The First Lien Agent shall have received (x) the Second Lien Amendment, dated as of the date hereof, duly authorized, executed and delivered by and among the Borrower, the guarantors party thereto, the purchasers party thereto (constituting “Requisite Purchasers” as defined in the Existing Second Lien Securities Purchase Agreement) and the Second Lien Agent in substantially the form set forth in Exhibit A hereto and (y) the First Omnibus Amendment, dated as of the date hereof, duly authorized, executed and delivered by the Borrower, the guarantors party thereto and the lenders party thereto (constituting “Required Lenders” as defined in the Existing Credit Agreement) and (ii) the Second Lien Agent shall have received (x) the First Omnibus Amendment dated as of the date hereof, duly authorized, executed and delivered by and among the Borrower, the guarantors party thereto, the lenders party thereto (constituting “Required Lenders” as defined in the Existing Credit Agreement) and the First Lien Agent and (y) the Second Lien Amendment, dated as of the date hereof, duly authorized, executed and delivered by and among the Borrower, the guarantors party thereto, the purchasers party thereto (constituting “Requisite Purchasers” as defined in the Existing Second Lien Securities Purchase Agreement) and the Second Lien Agent.

Conditions Precedent to Effectiveness of this Amendment. This The consents set forth in Section 1 hereof and the amendments contained in Section 4 of this Amendment shall not become effective until all on the date hereof as long as each of the following conditions precedent shall have been is satisfied in the discretion of each Agent or waived as determined by both AgentsAdministrative Agent: (a) Both Agents shall have received fully executed counterparts from all parties hereto of this Amendment.the representations and warranties of Borrower under Section 6 hereof, which are made as of the date hereof, are true and correct; (ib) The First Lien receipt by Administrative Agent of duly executed signature pages to this Amendment from Borrower and Lenders; (c) receipt by Administrative Agent of duly executed signature pages to (collectively, the “Note Modifications”) the modifications to promissory notes dated as of the date hereof by Borrower in favor of each Lender; (d) Administrative Agent shall have received a duly executed Reaffirmation of Second Amended and Restated Guaranty in the form attached hereto; (xe) receipt by Administrative Agent of duly executed signature pages to the First Amendment to Second Lien Amendment, Amended and Restated Pledge Agreement dated as of the date hereof, among AFI, DLC III and Administrative Agent (the “First AFI Pledge Amendment”); (f) receipt by Administrative Agent of duly authorized, executed and delivered by and among signature pages to the Borrower, the guarantors party thereto, the purchasers party thereto (constituting “Requisite Purchasers” as defined in the Existing Second Lien Securities Purchase Agreement) and the Second Lien Agent in substantially the form set forth in Exhibit A hereto and (y) the First Omnibus Amendment, Pledge Agreement dated as of the date hereof, duly authorizedamong DLC III, executed the DLC III Subsidiaries and delivered Administrative Agent (the “DLC III Pledge Agreement”) (g) receipt by Administrative Agent of copies of resolutions of the governing body of New Borrower authorizing the execution, delivery and performance by New Borrower of the Loan Agreement, as amended by this Amendment, and each of the other instruments, agreements and documents entered into in connection with this Amendment to which New Borrower is a party (including with respect to the security interest and equity pledge provided in favor of Administrative Agent), certified by a Duly Authorized Officer of New Borrower; (h) receipt by Administrative Agent of copies of resolutions of the governing body of Original Borrower authorizing the execution, delivery and performance by Original Borrower of this Amendment and each of the other instruments, agreements and documents entered into in connection with this Amendment to which Original Borrower is a party, certified by a Duly Authorized Officer of Original Borrower; (i) receipt by Administrative Agent of UCC tax, lien, pending suit, bankruptcy and judgment searches on New Borrower, each as of a recent date, the results of which must be in form and substance acceptable to Administrative Agent; (j) receipt by Administrative Agent of good standing certificates for New Borrower from the Delaware Secretary of State and certificates of authorization for New Borrower from the Secretary of State of the States of Alabama and Mississippi, as applicable (as of a recent date); (k) receipt by Administrative Agent of an opinion of Xxxx Xxxxx & Xxxx, PLC, the legal counsel to Borrower and Guarantor, in form and substance reasonably satisfactory to Administrative Agent; (l) receipt by Administrative Agent of a certified copy of New Borrower’s certificate of formation, certified by the Delaware Secretary of State (as of a recent date); (m) receipt by Administrative Agent of a true, correct and complete copy of the operating agreement of New Borrower, certified by a Duly Authorized Officer of New Borrower; (n) UCC Financing Statements, as requested by Administrative Agent, naming New Borrower as debtor and Administrative Agent as secured party with respect to the guarantors party thereto Collateral, together with such UCC termination statements necessary to release all Liens (other than Permitted Liens) in any of the Collateral except Administrative Agent, and other documents as Administrative Agent deems necessary or appropriate, shall have been filed in all jurisdictions that Administrative Agent deems necessary or advisable; (o) receipt of a duly executed Fourth Amendment to the Blocked Account Agreement, in form and substance reasonably acceptable to Administrative Agent; (p) receipt by Administrative Agent of duly executed signature pages to the Golden Living Intercreditor Agreement (AL) from Golden Living (AL) Lessors and the lenders party thereto DLC III (constituting “Required Lenders” AL) Subsidiaries; (q) receipt by Administrative Agent of duly executed signature pages to the Golden Living Intercreditor Agreement (MS) from Golden Living (MS) Lessors and the DLC III (MS) Subsidiaries; (r) receipt by Administrative Agent of duly executed signature pages to that certain fee letter dated as defined of September 30, 2016, by Borrower in favor of Administrative Agent, and receipt by Administrative Agent in immediately available funds of all fees payable thereunder; (s) receipt of certificates from Borrower’s insurance carriers evidencing Administrative Agent as additional insured with respect to New Borrower’s general liability insurance; (t) receipt by Administrative Agent of a true, correct and complete copy of the Existing Credit Agreement) Management Agreements between New Borrower and (ii) the Second Lien Agent shall have received (x) the First Omnibus Amendment dated Manager available as of the date hereof, duly authorizedcertified by a Duly Authorized Officer of New Borrower; (u) receipt by Administrative Agent of a true, executed correct and delivered by and among complete copy of the BorrowerGolden Living Lease Documents solely with respect to the Golden Living (MS) Facilities, the guarantors party thereto, the lenders party thereto (constituting “Required Lenders” as defined in the Existing Credit Agreement) Carthage Lease Documents and the First Lien Agent and (y) the Second Lien Amendment, dated Meridian Lease Documents available as of the date hereof, and each certified by a Duly Authorized Officer of New Borrower; (v) receipt by Administrative Agent of a duly authorizedsigned and completed perfection certificate with respect to New Borrower; (w) UCC Amendment Statement naming AFI as debtor and Administrative Agent as secured party with respect to the equity of DLC III pledged pursuant to the First AFI Pledge Amendment shall have been filed in all jurisdictions that Administrative Agent deems necessary or advisable (including the Delaware Secretary of State); (x) UCC Financing Statement naming DLC III as debtor and Administrative Agent as secured party with respect to the equity of each of the limited liability companies identified on Appendix 1 hereto pledged pursuant to the DLC III Pledge Agreement shall have been filed in all jurisdictions that Administrative Agent deems necessary or advisable (including the Delaware Secretary of State); (y) receipt by Administrative Agent of copies of resolutions of the governing body of AFI authorizing the execution, executed delivery and delivered performance by AFI of the First AFI Pledge Amendment, certified by a Duly Authorized Officer of AFI; (z) receipt by Administrative Agent of copies of resolutions of the governing body of DLC III authorizing the execution, delivery and among performance by DLC III of the BorrowerDLC III Pledge Agreement, certified by a Duly Authorized Officer of DLC III; (aa) receipt by Administrative Agent of copies of resolutions of the guarantors party theretogoverning body of Guarantor authorizing the execution, delivery and performance by Guarantor of the purchasers party thereto Guaranty Reaffirmation, certified by a Duly Authorized Officer of Guarantor; (constituting “Requisite Purchasers” as defined in bb) receipt by Administrative Agent of copies of the Existing Second Lien Securities Purchase supplemented Schedule 1.1(a) (Borrowers), Schedule 1.1(f) (Facilities, Locations, Real Property, Operators, Owners, Leases), Schedule 7.8 (Names), Schedule 7.12 (Organizational Chart), Schedule 7.33 (Capitalization) and Schedule 7.36 (Commercial Leases) of the Loan Agreement; (cc) receipt of any applicable Letter of Credit Document (including an amendment to the Master Letter of Credit Agreement or an entirely new Master Letter of Credit Agreement) and the Second Lien Agentas Administrative Agent may require in connection with this Amendment; and (dd) receipt by Administrative Agent of such other certificates, schedules, exhibits, documents, opinions, instruments, reaffirmations, amendments or consents Administrative Agent may reasonably require, if any.

Conditions Precedent to Effectiveness of this Amendment. This The joinder contained in Section 2 and the amendments contained in Sections 3 and 4 of this Amendment shall not become effective until all on the date hereof as long as each of the following conditions precedent shall have been is satisfied in the discretion of each Agent or waived as determined by both AgentsAdministrative Agent: (a) Both Agents shall have received fully executed counterparts from all parties hereto of this Amendment.the representations and warranties of Borrower under Section 6 hereof, which are made as of the date hereof, are true and correct; (ib) The First Lien receipt by Administrative Agent of duly executed signature pages to this Amendment from Borrower and Lenders; (c) receipt by Administrative Agent of duly executed signature pages to the modifications to promissory notes dated as of the date hereof by Borrower in favor of each Lender; (d) Administrative Agent shall have received a duly executed Reaffirmation of Second Amended and Restated Guaranty in the form attached hereto; (xe) receipt by Administrative Agent of duly executed signature pages to the First Amendment to and Reaffirmation of Second Lien Amendment, Amended and Restated Pledge Agreement dated as of the date hereof, among Diversicare Holding Company, LLC, New Opco and Administrative Agent (the “Diversicare Holding Company Pledge Agreement Amendment”), in form and substance reasonably acceptable to Administrative Agent; (f) receipt by Administrative Agent of duly authorized, executed and delivered by and among the Borrower, the guarantors party thereto, the purchasers party thereto (constituting “Requisite Purchasers” as defined in the Existing Second Lien Securities Purchase Agreement) and the Second Lien Agent in substantially the form set forth in Exhibit A hereto and (y) signature pages to the First Omnibus Amendment, Amendment to and Reaffirmation of Second Amended and Restated Pledge Agreement dated as of the date hereof, among Diversicare Property Co., LLC, New Propco and Administrative Agent (the “Diversicare Property Co. Pledge Agreement Amendment”), in form and substance reasonably acceptable to Administrative Agent; (g) receipt by Administrative Agent of a duly authorizedexecuted Reaffirmation of Pledge Agreements in the form attached hereto; (h) receipt by Administrative Agent of copies of resolutions of the governing body of New Borrower authorizing the execution, executed delivery and delivered performance by New Borrower of the Loan Agreement, as amended by this Amendment, and each of the other instruments, agreements and documents entered into in connection with this Amendment to which New Borrower is a party (including with respect to the security interest and equity pledge provided in favor of Administrative Agent), certified by a Duly Authorized Officer of New Borrower; (i) receipt by Administrative Agent of copies of resolutions of the governing body of Original Borrower authorizing the execution, delivery and performance by Original Borrower of this Amendment and each of the other instruments, agreements and documents entered into in connection with this Amendment to which Original Borrower is a party, certified by a Duly Authorized Officer of Original Borrower; (j) receipt by Administrative Agent of UCC tax, lien, pending suit, bankruptcy and judgment searches on New Borrower, each as of a recent date, the results of which must be in form and substance acceptable to Administrative Agent; (k) receipt by Administrative Agent of good standing certificates for New Borrower from the Delaware Secretary of State and certificates of authorization for New Borrower from the Secretary of State of the State of Alabama (as of a recent date); (l) receipt by Administrative Agent of an opinion of Xxxx Xxxxx & Xxxx, PLC, the legal counsel to Borrower and Guarantor, in form and substance reasonably satisfactory to Administrative Agent; (m) receipt by Administrative Agent of a certified copy of New Borrower’s certificate of formation, certified by the Delaware Secretary of State (as of a recent date); (n) receipt by Administrative Agent of a true, correct and complete copy of the operating agreement of New Borrower, certified by a Duly Authorized Officer of New Borrower; (o) UCC Financing Statements, as requested by Administrative Agent, naming New Borrower as debtor and Administrative Agent as secured party with respect to the guarantors party thereto Collateral, together with such UCC termination statements necessary to release all Liens (other than Permitted Liens) in any of the Collateral except Administrative Agent, and the lenders party thereto (constituting “Required Lenders” other documents as defined in the Existing Credit Agreement) and (ii) the Second Lien Administrative Agent deems necessary or appropriate, shall have received been filed in all jurisdictions that Administrative Agent deems necessary or advisable; (xp) receipt of a duly executed Second Amendment to the First Omnibus Amendment Blocked Account Agreement, in form and substance reasonably acceptable to Administrative Agent; (q) receipt by Administrative Agent of duly executed signature pages to that certain fee letter dated as of the date hereof, by Borrower in favor of Administrative Agent, and receipt by Administrative Agent in immediately available funds of all fees payable thereunder; (r) receipt of certificates from Borrower’s insurance carriers evidencing Administrative Agent as additional insured with respect to New Borrower’s general liability insurance; (s) receipt by Administrative Agent of a true, correct and complete copy of the Management Agreement between New Opco and Manager available as of the date hereof, certified by a Duly Authorized Officer of New Borrower; (t) receipt by Administrative Agent of duly authorized, executed and delivered by and among the Borrower, the guarantors party thereto, the lenders party thereto (constituting “Required Lenders” as defined in the Existing Credit Agreement) and signature pages to the First Lien Agent Amendment to Amended and (y) the Second Lien Amendment, Restated Assignment and Subordination of Management Agreements dated as of the date hereof, among Manager, New Opco and Administrative Agent, in form and substance reasonably acceptable to Administrative Agent; (u) receipt by Administrative Agent of a true, correct and complete copy of the Lease for the Property between New Opco and New Propco available as of the date hereof, and certified by a Duly Authorized Officer of New Borrower; (v) receipt by Administrative Agent of a true, correct and complete copy of the fully executed Selma Acquisition Documents, together with all applicable amendments thereto; (w) the closing of the transaction contemplated by the Selma Acquisition Documents (including all material conditions precedent thereto, including, without limitation, the obtaining of any and all consents and approvals) shall occur in accordance with its terms concurrently with the transactions contemplated by this Amendment; (x) receipt by Administrative Agent of a duly authorizedsigned and completed perfection certificate with respect to New Borrower; (y) UCC Financing Statement naming Diversicare Holding Company, LLC as debtor and Administrative Agent as secured party with respect to the equity of New Opco pledged pursuant to the Diversicare Holding Company Pledge Agreement Amendment shall have been filed in all jurisdictions that Administrative Agent deems necessary or advisable (including the Delaware Secretary of State); (z) UCC Financing Statement naming Diversicare Property Co., LLC as debtor and Administrative Agent as secured party with respect to the equity of New Propco pledged pursuant to the Diversicare Property Co. Pledge Agreement Amendment shall have been filed in all jurisdictions that Administrative Agent deems necessary or advisable (including the Delaware Secretary of State); (aa) receipt by Administrative Agent of copies of resolutions of the governing body of Diversicare Holding Company, LLC authorizing the execution, delivery and performance by Diversicare Holding Company, LLC of the Diversicare Holding Company Pledge Agreement Amendment, certified by a Duly Authorized Officer of Diversicare Holding Company, LLC; (bb) receipt by Administrative Agent of copies of resolutions of the governing body of Diversicare Property Co., LLC authorizing the execution, delivery and performance by Diversicare Property Co., LLC of the Diversicare Property Co. Pledge Agreement Amendment, certified by a Duly Authorized Officer of Diversicare Property Co., LLC; (cc) receipt by Administrative Agent of copies of resolutions of the governing body of Guarantor authorizing the execution, delivery and performance by Guarantor of the Guaranty Reaffirmation, certified by a Duly Authorized Officer of Guarantor; (dd) receipt by Administrative Agent of copies of the supplemented Schedule 1.1(a) (Borrowers), Schedule 1.1(b) (Propco Borrowers), Schedule 1.1(c) (Affiliated Revolving Borrowers), Schedule 1.1(d) (Facilities, Locations, Real Property, Operators, Owners, Leases), Schedule 7.8 (Names), Schedule 7.12 (Organizational Chart), and Schedule 7.33 (Capitalization) of the Loan Agreement; (ee) receipt by Administrative Agent of duly executed and delivered by and among amendments to the Mortgages of each Original Borrower, the guarantors party theretoas applicable; (ff) receipt by Administrative Agent of duly executed Mortgage by New Propco; (gg) receipt by Administrative Agent of duly executed amendments to those Assignments of Rents and Leases by each Original Borrower, the purchasers party thereto (constituting “Requisite Purchasers” as defined in the Existing Second Lien Securities Purchase Agreement) and the Second Lien Agent.applicable;

Conditions Precedent to Effectiveness of this Amendment. Section 3.1. This Amendment Amendment, including Section 5 hereof, shall not become effective until all until, and shall become effective as of the first date written above when, each and every one of the following conditions precedent shall have been satisfied in the discretion of each Agent or waived by both Agentssatisfied: (a) Both Agents executed counterparts of this Amendment, duly executed by the Obligors and the holders of Notes constituting the Required Holders, shall have been delivered to the Noteholders; (b) the representations and warranties of the Obligors set forth in Section 2.1 hereof shall be true and correct on and with respect to the date hereof; (c) the Company or its affiliate shall have paid all reasonable and documented fees and expenses of Xxxxxxxxx Xxxxxxx, LLP, special counsel to the Noteholders, in connection with the negotiation, preparation, approval, execution and delivery of this Amendment to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date hereof; (d) the Company shall have delivered to the Noteholders a copy of the Second Amendment to 2021 NPA, which shall be in full force and effect or shall come into full force and effect concurrently with this Amendment; (e) each Noteholder shall have received fully executed counterparts opinions in form and substance reasonably satisfactory to such Noteholder, from all parties hereto of this Amendment. (i) The First Lien Agent Xxxxxxx LLP, special Maryland counsel for Parent Company, Lineage OP and Lineage Logistics MTC, LLC, (ii) Xxxxx & Xxxxxx, special Washington counsel for Columbia Colstor, Inc., (iii) NautaDutilh, special Netherlands counsel for Boreas Logistics Holdings B.V., and (iv) Xxxxxx & Xxxxxxx LLP, special U.S. counsel for Lineage Columbia Mezz, LLC and Lineage WA Columbia RE, LLC, in each case, covering the matters incident to joining the Note Agreement as an Obligor Affiliate under Section 9.7 thereto; (f) each New Obligor Affiliate shall have received delivered a certificate evidencing the due organization, continuing existence and, where applicable, good standing of such New Obligor Affiliate and the due authorization by all requisite action on the part of such New Obligor Affiliate of the execution and delivery of this Amendment and the performance of its obligations under the Note Agreement; and (xg) the Second Lien Amendment, dated Obligors shall have paid to each Noteholder the full amount of an amendment fee equal to 0.05% (five basis points) of the outstanding principal amount of the Notes held by such Noteholder as of the date hereof, duly authorized, executed and delivered by and among the Borrower, the guarantors party thereto, the purchasers party thereto (constituting “Requisite Purchasers” as defined in the Existing Second Lien Securities Purchase Agreement) and the Second Lien Agent in substantially the form set forth in Exhibit A hereto and (y) the First Omnibus Amendment, dated which fee shall be fully earned as of the date hereof, duly authorized, executed and delivered by the Borrower, the guarantors party thereto and the lenders party thereto (constituting “Required Lenders” as defined in the Existing Credit Agreement) and (ii) the Second Lien Agent shall have received (x) the First Omnibus Amendment dated as of this Amendment. Upon satisfaction of all of the date hereofforegoing, duly authorized, executed and delivered by and among the Borrower, the guarantors party thereto, the lenders party thereto (constituting “Required Lenders” as defined in the Existing Credit Agreement) and the First Lien Agent and (y) the Second Lien Amendment, dated as of the date hereof, duly authorized, executed and delivered by and among the Borrower, the guarantors party thereto, the purchasers party thereto (constituting “Requisite Purchasers” as defined in the Existing Second Lien Securities Purchase Agreement) and the Second Lien Agentthis Amendment shall become effective.

Conditions Precedent to Effectiveness of this Amendment. This The consent set forth in Section 1 hereof and the amendments contained in Section 4 of this Amendment shall not become effective until all on the date hereof as long as each of the following conditions precedent shall have been is satisfied in the discretion of each Agent or waived as determined by both AgentsAdministrative Agent: (a) Both Agents shall have received fully executed counterparts from all parties hereto of this Amendment.the representations and warranties of Borrower under Section 6 hereof, which are made as of the date hereof, are true and correct; (ib) The First Lien receipt by Administrative Agent shall have received of duly executed signature pages to this Amendment from Borrower; (xc) receipt by Administrative Agent of duly executed signature pages to (collectively, the “Second Note Modifications”) the Second Lien AmendmentModifications to Amended and Restated Revolving Credit Notes dated as of the date hereof from Borrower (to, respectively, PrivateBank and Bankers Trust Company) and to the Second Modifications to Revolving Credit Notes dated as of the date hereof from Borrower (to, respectively, Bank of Oklahoma and CIT Finance LLC); (d) receipt by Administrative Agent of a duly executed signature page to the Reaffirmation of Amended and Restated Guaranty from Guarantor, as provided in the attachment hereto (“Guaranty Reaffirmation”); (e) receipt by Administrative Agent of duly executed signature pages to the First Amendment to Pledge Agreement dated as of the date hereof, among DLC II, New Borrower, Borrower Agent and Administrative Agent (the “First Pledge Amendment”); (f) receipt by Administrative Agent of copies of resolutions of the governing body of New Borrower authorizing the execution, delivery and performance by New Borrower of the Loan Agreement, as amended by this Amendment, and each of the other instruments, agreements and documents entered into in connection with this Amendment to which New Borrower is a party (including with respect to the security interest and equity pledge provided in favor of Administrative Agent), certified by a Duly Authorized Officer of New Borrower; (g) receipt by Administrative Agent of copies of resolutions of the governing body of Original Borrower authorizing the execution, delivery and performance by Original Borrower of this Amendment and each of the other instruments, agreements and documents entered into in connection with this Amendment to which Original Borrower is a party, certified by a Duly Authorized Officer of Original Borrower; (h) receipt by Administrative Agent of UCC tax, lien, pending suit, bankruptcy and judgment searches on New Borrower (and each of its trade names and assumed names), and UCC lien searches on Original Borrower, each as of a recent date, the results of which must be in form and substance acceptable to Administrative Agent; (i) receipt by Administrative Agent of good standing certificates for New Borrower from the Delaware Secretary of State and certificates of authorization for New Borrower from the Secretary of State of the State of Alabama (as of a recent date), and for Original Borrower from the Secretary of State of its respective state of organization and its respective principal place of business (each as of a recent date); (j) receipt by Administrative Agent of an opinion of Xxxxxxx Xxxxxx Xxxx Xxxxxxx & Manner, the legal counsel to Borrower and Guarantor, in form and substance reasonably satisfactory to Administrative Agent; (k) receipt by Administrative Agent of a certified copy of New Borrower’s certificate of formation, certified by the Delaware Secretary of State (as of a recent date); (l) receipt by Administrative Agent of a true, correct and complete copy of the operating agreement of New Borrower, certified by a Duly Authorized Officer of New Borrower; (m) UCC Financing Statements, as requested by Administrative Agent, naming New Borrower as debtor and Administrative Agent as secured party with respect to the Collateral, together with such UCC termination statements necessary to release all Liens (other than Permitted Liens) in any of the Collateral except Administrative Agent, and other documents as Administrative Agent deems necessary or appropriate, shall have been filed in all jurisdictions that Administrative Agent deems necessary or advisable; (n) receipt of a Second Amendment to the Blocked Account Agreement, in form and substance reasonably acceptable to Administrative Agent; (o) receipt of certificates from Borrower’s insurance carriers evidencing Administrative Agent as additional insured with respect to New Borrower’s general liability insurance; (p) receipt by Administrative Agent of a true, correct and complete copy of the Management Agreement between New Borrower and Manager, certified by a Duly Authorized Officer of New Borrower; (q) receipt by Administrative Agent of a true, correct and complete copy of the Triple Springs Lease Documents, certified by a Duly Authorized Officer of New Borrower; (r) receipt by Administrative Agent of a duly authorizedsigned and completed Perfection Certificate with respect to New Borrower; (s) UCC Amendment Statement naming DLC II as debtor and Administrative Agent as secured party with respect to the equity of New Borrower pledged pursuant to the First Pledge Amendment, executed and delivered a UCC Amendment Statement naming Diversicare Management Services Co. as debtor and Administrative Agent as secured party to reflect the increase in indebtedness (and payment of tax due as a result thereof), shall have been filed in all jurisdictions that Administrative Agent deems necessary or advisable (including the Tennessee Secretary of State); (t) receipt by Administrative Agent of copies of resolutions of the governing body of DLC II authorizing the execution, delivery and performance by DLC II of the First Pledge Amendment, certified by a Duly Authorized Officer of DLC II; (u) receipt by Administrative Agent of copies of resolutions of the governing body of Guarantor authorizing the execution, delivery and performance by Guarantor of the Guaranty Reaffirmation, certified by a Duly Authorized Officer of Guarantor; (v) receipt by Administrative Agent of copies of the supplemented Schedule 1 (Borrowers), Schedule 1.1(a) (Facilities), Schedule 7.8 (Names), Schedule 7.12 (Organizational Chart), Schedule 7.33 (Capitalization) and Schedule 7.36 (Commercial Leases) of the Loan Agreement; (w) receipt by Administrative Agent of a Second Amendment to the Term Loan Agreement dated of even date herewith by and among the BorrowerAffiliated Term Borrowers, the guarantors party theretoLenders and the Administrative Agent, and the purchasers party Reaffirmation and Consent thereto (constituting “Requisite Purchasers” from Guarantor as defined provided in the Existing Second Lien Securities Purchase attachment thereto; (x) receipt of any applicable Letter of Credit Document (including an amendment to the Master Letter of Credit Agreement or an entirely new Master Letter of Credit Agreement) and the Second Lien as Administrative Agent may require in substantially the form set forth in Exhibit A hereto and connection with this Amendment; (y) the First Omnibus Amendmentreceipt of a fully completed Borrowing Base Certificate, dated as signed on behalf of the date hereofBorrower by a Duly Authorized Officer; and (z) receipt by Administrative Agent of such other certificates, duly authorizedschedules, executed and delivered by the Borrowerexhibits, the guarantors party thereto and the lenders party thereto (constituting “Required Lenders” as defined in the Existing Credit Agreement) and (ii) the Second Lien documents, opinions, instruments, reaffirmations, amendments or consents Administrative Agent shall have received (x) the First Omnibus Amendment dated as of the date hereofmay reasonably require, duly authorized, executed and delivered by and among the Borrower, the guarantors party thereto, the lenders party thereto (constituting “Required Lenders” as defined in the Existing Credit Agreement) and the First Lien Agent and (y) the Second Lien Amendment, dated as of the date hereof, duly authorized, executed and delivered by and among the Borrower, the guarantors party thereto, the purchasers party thereto (constituting “Requisite Purchasers” as defined in the Existing Second Lien Securities Purchase Agreement) and the Second Lien Agentif any.

Conditions Precedent to Effectiveness of this Amendment. This Amendment shall not become effective until all of the following conditions precedent shall have been satisfied in the sole discretion of each Agent or waived by both AgentsAgent: (a) Both Agents shall have received fully executed counterparts from all parties hereto of this Amendment. (i) The First Lien Agent shall have received this Amendment fully executed in a sufficient number of counterparts for distribution to all parties; (xb) Borrowers shall pay to Agent (i) for the Second Lien Amendmentbenefit of Lenders party to the Loan Agreement as in effect immediately prior to the effectiveness of this Amendment (the “Existing Loan Agreement”), in accordance with their Pro Rata Shares (calculated under clause (c) of the definition of Pro Rata Share as defined in the Existing Loan Agreement), an amendment fee in an amount equal to One Hundred Thousand Dollars ($100,000), which fee shall be fully earned as of and payable on the date hereof; (ii) for the benefit of Xxxxx Fargo Capital Finance, LLC on account of the increase to its Revolving Loan Commitment on the date hereof, $40,000, for the benefit of JPMorgan Chase Bank, N.A. on account of the increase to its Revolving Loan Commitment on the date hereof, $10,000, and for the benefit of Compass Bank on account of the addition of its Revolving Loan Commitment on the date hereof, $50,000; and (iii) for the account of Agent, as and when due and payable under the terms of that certain fee letter, dated as of the date hereof, among Borrowers and Agent, in form and substance satisfactory to Agent (the “Fourth Amendment Fee Letter”), the fees set forth in the Fourth Amendment Fee Letter, each of which fees shall be fully earned as of and payable on the date hereof; (c) Agent shall have received such endorsements to its loan policy of title insurance for its respective deeds of trust against the Real Estate and Adjacent Real Estate, each as amended, as it shall reasonably request in connection with this Amendment; (d) all requisite corporate or company action and proceedings of New Borrower in connection with this Amendment and the other Financing Agreements executed in connection herewith shall be satisfactory in form and substance to Agent, and Agent shall have received all information and copies of all documents of New Borrower, including, without limitation, records of requisite corporate or company action and proceedings which Agent may have requested in its Permitted Discretion in connection therewith, such documents where requested by Agent in its Permitted Discretion or its counsel to be certified by appropriate corporate or company officers or Governmental Authorities; (e) Agent shall have received a certificate of a duly authorizedauthorized officer of each Borrower (other than New Borrower), in form and substance satisfactory to Agent, certifying (i) that attached (or previously provided) copies of such Borrower’s organizational and governing documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Financing Agreements is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this Amendment; and (iii) to the title, name and signature of each Person authorized to sign the Financing Agreements; (f) Agent shall have received the fully executed Seventh Amendment to Deed of Trust, Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing with respect to the Real Estate and the fully executed First Amendment to Deed of Trust, Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing with respect to the Adjacent Real Estate; (g) Agent shall have received such documents as Agent may require to establish that it has a valid, perfected and first priority security interest in the Collateral held by New Borrower, including, without limitation, a Collateral Assignment of Trademarks; (h) Agent shall have received an Information Certificate duly executed and delivered by New Borrower; (i) Agent shall have received, in form and among substance reasonably satisfactory to Agent, and reviewed to its reasonable satisfaction, UCC, tax lien, litigation, bankruptcy and intellectual property searches from all offices that Agent deems appropriate with respect to New Borrower in its sole discretion; (j) Agent shall have received, in form and substance satisfactory to Agent, an opinion letter of counsel to Borrowers with respect to this Amendment and such other matters as Agent may reasonably request; (k) Agent shall have received the Borrower, the guarantors party thereto, the purchasers party thereto (constituting “Requisite Purchasers” as defined in the Existing Second Lien Securities Purchase Agreement) and the Second Lien Agent in substantially the form set forth in Exhibit A hereto and (y) the First Omnibus Amendment, dated as of the date hereof, Fourth Amendment Fee Letter duly authorized, executed and delivered by Borrowers; (l) Borrowers shall have Excess Availability of at least $17,000,000 after giving effect to the Borrower, the guarantors party thereto and the lenders party thereto effectiveness of this Amendment; (constituting “Required Lenders” as defined in the Existing Credit Agreementm) and (ii) the Second Lien Agent shall have received evidence of insurance and loss payable endorsements with respect to the insurance policies of New Borrower; and (xn) Agent shall have received all other documents and legal matters in connection with the First Omnibus transactions contemplated by this Amendment dated as of the date hereof, duly authorized, and such documents shall have been delivered or executed or recorded and delivered by shall be in form and among the Borrower, the guarantors party thereto, the lenders party thereto (constituting “Required Lenders” as defined in the Existing Credit Agreement) and the First Lien Agent and (y) the Second Lien Amendment, dated as of the date hereof, duly authorized, executed and delivered by and among the Borrower, the guarantors party thereto, the purchasers party thereto (constituting “Requisite Purchasers” as defined in the Existing Second Lien Securities Purchase Agreement) and the Second Lien substance satisfactory to Agent.

Conditions Precedent to Effectiveness of this Amendment. This Amendment shall not will become effective until all of on the date (such date, the “Second Amendment Effective Date”) the following conditions precedent shall have been are satisfied in the discretion of each Agent or waived by both Agentswaived: (a) Both Agents shall have received fully executed counterparts from all parties hereto of this Amendment. (i) The First Lien Receipt by the Administrative Agent of: (A) executed signature pages to this Amendment from (1) the Borrower, (2) the Guarantors, (3) the Extending Term Loan Lenders, (4) the Required Lenders; and (5) the Required Facility Lenders; and (B) copies, certified by a Secretary or Assistant Secretary of each Loan Party of the resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for the Administrative Agent) authorizing the transactions contained herein. (ii) Receipt by the Administrative Agent of the Extension Fee pursuant to Section 2, part (iii) hereof and all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent (including but not limited to reasonable and documented legal fees and expenses) in connection with this Amendment and receipt by the Administrative Agent of evidence of receipt of all other applicable fees payable on the Second Amendment Effective Date. All fees paid hereunder (including the Extension Fee) shall be nonrefundable, paid in immediately available funds, and shall not be subject to reduction by way of setoff, counterclaim or otherwise. (iii) No Default or Event of Default exists on the date of the Extension Request or on the Second Amendment Effective Date. (iv) To the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Second Amendment Effective Date, any Lender that has requested, in a written notice to the Borrower at least ten (10) days prior to the Second Amendment Effective Date, a Beneficial Ownership Certification in relation to the Borrower, shall have received such Beneficial Ownership Certification (x) provided that, upon the Second Lien execution and delivery by such Lender of its signature page to this Amendment, dated as of the date hereof, duly authorized, executed and delivered by and among the Borrower, the guarantors party thereto, the purchasers party thereto (constituting “Requisite Purchasers” as defined in the Existing Second Lien Securities Purchase Agreement) and the Second Lien Agent in substantially the form condition set forth in Exhibit A hereto and (y) the First Omnibus Amendment, dated as of the date hereof, duly authorized, executed and delivered by the Borrower, the guarantors party thereto and the lenders party thereto (constituting “Required Lenders” as defined in the Existing Credit Agreement) and (ii) the Second Lien Agent this clause shall have received (x) the First Omnibus Amendment dated as of the date hereof, duly authorized, executed and delivered by and among the Borrower, the guarantors party thereto, the lenders party thereto (constituting “Required Lenders” as defined in the Existing Credit Agreement) and the First Lien Agent and (y) the Second Lien Amendment, dated as of the date hereof, duly authorized, executed and delivered by and among the Borrower, the guarantors party thereto, the purchasers party thereto (constituting “Requisite Purchasers” as defined in the Existing Second Lien Securities Purchase Agreement) and the Second Lien Agentbe deemed to be satisfied).

Conditions Precedent to Effectiveness of this Amendment. This Amendment shall not become effective until all of the following conditions precedent shall have been satisfied in the sole discretion of each Agent or waived by both AgentsAgent: (a) Both Agents Agent shall have received this Amendment duly executed and delivered by the parties hereto, in form and substance satisfactory to Agent, (b) Agent shall have received a fee letter (the “First Amendment Fee Letter”) duly executed and delivered by the parties thereto, in form and substance satisfactory to Agent, (c) Agent shall have received the non-refundable fees as set forth in the First Amendment Fee Letter, which fees are fully earned as of, and due and payable on, the date hereof, (d) Agent shall have received a completed Borrowing Base Certificate (which such Borrowing Base Certificate shall be delivered in accordance with the provisions of Section 5.2 of the Credit Agreement), duly executed counterparts from by the Administrative Borrower and delivered and in form and substance satisfactory to Agent, (e) Agent shall have received the Trademark Security Agreement, as duly executed and delivered by the parties thereto, in form and substance satisfactory to Agent, (f) Agent shall have received the USAR Purchase Agreement (including all schedules, exhibits, and annexes thereto) duly executed and delivered by the parties hereto thereto, together with a certificate of this Amendment.an officer of the Administrative Borrower certifying such agreement as being a true, correct and complete copy thereof, (g) Agent shall have received evidence in form reasonably satisfactory to it that the USAR Acquisition shall have been consummated on or prior to the First Amendment Effective Date in accordance with the USAR Acquisition Agreement and all applicable requirements of law for aggregate consideration of not more than $26,000,000. No terms or conditions of the USAR Acquisition Agreement or any other documents related thereto and executed in connection therewith will be amended, modified or changed without the consent of Agent, except to the extent that such amendment, modification, or change neither could, individually or in the aggregate, reasonably be expected to cause a Material Adverse Effect nor could, individually or in the aggregate reasonably be expected to be materially adverse to the interests of Agent or the Lenders, (h) Agent shall have received the results of a recent lien search in each jurisdiction where the USAR Sellers are organized and where the Purchased Assets (as defined in the USAR Acquisition Agreement) of such USAR Sellers are located, and such search shall reveal no Liens on any of the assets of such USAR Sellers except for Liens discharged on or prior to the First Amendment Effective Date pursuant to a pay-off letter or other documentation satisfactory to the Agent, (i) The First Lien Agent each of the representations and warranties of each Loan Party or its Subsidiaries contained in this Agreement or in the other Loan Documents shall have received be true and correct in all material respects (xexcept 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) the Second Lien Amendment, dated on and as of the date hereof, duly authorizedas though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, executed in which case such representations and delivered warranties 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 and among the Borrower, the guarantors party thereto, the purchasers party thereto (constituting “Requisite Purchasers” as defined materiality in the Existing Second Lien Securities Purchase Agreementtext thereof) and the Second Lien Agent in substantially the form set forth in Exhibit A hereto and (y) the First Omnibus Amendment, dated as of such earlier date), (j) no Default or Event of Default shall have occurred and be continuing, (k) Borrowers shall have reimbursed Agent for all Lender Group Expenses incurred in connection with the date hereof, duly authorized, executed and delivered transactions evidenced by the Borrower, the guarantors party thereto and the lenders party thereto this Amendment; (constituting “Required Lenders” as defined in the Existing Credit Agreementl) and (ii) the Second Lien Agent shall have received evidence confirming that the transactions contemplated under this Amendment are in compliance with the regulatory policies and procedures with respect to the Flood Disaster Protection Act; (xm) Since December 31, 2023, no Material Adverse Effect shall have occurred; (n) Agent shall have received a solvency certificate, in form and substance satisfactory to it, certifying as to the First Omnibus solvency of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Amendment; (o) Parent and each of its 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 Parent or its Subsidiaries of this Amendment dated and the other Loan Documents and/or with the consummation of the transactions contemplated hereby or thereby; (p) Agent shall have received such documents as Agent may require to establish that it has a valid, perfected and first priority security interest in the Collateral held by the Loan Parties; (q) Agent shall have received a letter from any existing lender of the USAR Sellers, if any, to Agent respecting the amount necessary to repay in full all of the obligations of the USAR Sellers owing under any such Indebtedness and obtain a release of all of the Liens existing in favor of any such existing lender in and to the assets of the USAR Sellers, together with termination statements and other documentation evidencing the termination by such existing lender of its Liens in and to the properties and assets of USAR Sellers, as Agent may reasonably request; (r) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance satisfactory to Agent; and (s) Agent shall have received a certificate of the Secretary of Parent certifying that each of the conditions precedent in Section 3 of this Amendment have been satisfied as of the date hereof, duly authorized, executed and delivered by and among the Borrower, the guarantors party thereto, the lenders party thereto (constituting “Required Lenders” as defined in the Existing Credit Agreement) and the First Lien Agent and (y) the Second Lien Amendment, dated as of the date hereof, duly authorized, executed and delivered by and among the Borrower, the guarantors party thereto, the purchasers party thereto (constituting “Requisite Purchasers” as defined in the Existing Second Lien Securities Purchase Agreement) and the Second Lien AgentAmendment Effective Date.

Conditions Precedent to Effectiveness of this Amendment. This The effectiveness of this Amendment shall not become effective until all is subject to the satisfaction of the following conditions precedent shall have been satisfied precedent, unless specifically waived in writing by the discretion of each Agent or waived by both AgentsAdministrative Agent: (a) Both Agents The Administrative Agent shall have received fully this Amendment duly executed counterparts by the Credit Parties, the Guarantors, and the Lenders. (b) The Administrative Agent shall have received a duly executed replacement Note from the Borrowers in favor of the Lender dated as of the Sixth Amendment Effective Date and otherwise in compliance with the provisions of the Credit Agreement. (c) The Administrative Agent shall have received a duly executed Additional Guarantor Supplement from SalaryTap and OppWin ST. (d) The Administrative Agent shall have received a joinder to the Guarantor Security Agreement, in form and substance acceptable to the Administrative Agent, duly executed by each of SalaryTap and OppWin ST, together with (i) an updated Perfection Certificate, duly completed and executed by the Guarantors, (ii) UCC financing statements to be filed against SalaryTap and OppWin ST, as debtors, in favor of the Administrative Agent, as secured party, (iii) such intellectual property collateral agreements relating to SalaryTap’s and OppWin ST’s registered intellectual property, each in form and substance acceptable to the Administrative Agent, and (iv) evidence of insurance required to be maintained by SalaryTap and OppWin ST under the Guarantor Security Agreement, together with certificates naming the Collateral Agent as lender’s loss payee and the Collateral Agent and the Administrative Agent as additional insureds, all parties hereto in form and substance acceptable to the Administrative Agent. (e) The Administrative Agent shall have received the Security Agreement (STF Borrower) duly executed by STF Borrower, together with (i) a UCC financing statement to be filed against STF Borrower, as debtor, in favor of the Administrative Agent, as secured party, (ii) such intellectual property collateral agreements relating to STF Borrower’s registered intellectual property, each in form and substance acceptable to the Administrative Agent, and (iii) evidence of insurance required to be maintained by STF Borrower under the Credit Documents, together with certificates naming the Collateral Agent as lender’s loss payee and the Collateral Agent and the Administrative Agent as additional insureds, all in form and substance acceptable to the Administrative Agent. (f) The Administrative Agent shall have received copies of (i) each Organizational Document executed and delivered by STF Borrower, SalaryTap and OppWin ST, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, (ii) signature and incumbency certificates of the officers of each such Borrower and Guarantor, (iii) resolutions of the governing body of each such Borrower and Guarantor approving and authorizing the execution, delivery and performance of this AmendmentAmendment and the other Credit Documents to which it is a party, as applicable, or by which it or its assets may be bound as of the date hereof, certified as of the date hereof by its secretary, an assistant secretary, its director of operations or similar officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate for such Borrower and Guarantor from the Delaware Secretary of State, each dated a recent date prior to the date hereof. (g) The Administrative Agent shall have received (i) a duly executed Sixth Amendment Closing Certificate, dated as of the Sixth Amendment Effective Date, and (ii) Solvency Certificates from each Credit Party dated as of the Sixth Amendment Effective Date and addressed to the Administrative Agent, attesting that before and after giving effect to the Sixth Amendment and the transactions contemplated thereby, such Credit Party is Solvent. (h) The Administrative Agent shall have received financing statement, tax, and judgment lien search results against STF Borrower, SalaryTap, OppWin ST, and their property, evidencing the absence of Liens thereon except as permitted by Section 6.2 of the Amended Credit Agreement. (i) The First Lien Administrative Agent shall have received the favorable written opinion of DLA Piper LLP (xUS), counsel for the Guarantors and the Borrowers, as to (i) corporate and enforceability matters, (ii) the Second Lien Amendmentcreation and perfection of the security interests in favor of the Collateral Agent in the Collateral granted by the Guarantors under the Collateral Documents, and (iii) such other matters as the Administrative Agent may reasonably request, dated as of the date hereofhereof and otherwise in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (j) To the extent not heretofore delivered to the Lenders, duly authorizedeach of the Lenders shall have received, executed and delivered by and among the Borrower, the guarantors party thereto, the purchasers party thereto (constituting “Requisite Purchasers” as defined sufficiently in the Existing Second Lien Securities Purchase Agreement) and the Second Lien Agent in substantially the form set forth in Exhibit A hereto and (y) the First Omnibus Amendment, dated as advance of the date hereof, duly authorized(i) all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, executed and delivered by the Borrowerincluding without limitation, the guarantors party thereto Patriot Act and the lenders party thereto (constituting “Required Lenders” as defined information described in Section 9.19 of the Existing Amended Credit Agreement) and ; (ii) a fully executed Internal Revenue Service Form W-9 (or its equivalent) for STF Borrower; and (iii) if STF Borrower qualifies as a “legal entity customer” under the Second Lien Beneficial Ownership Regulation, STF Borrower shall deliver a Beneficial Ownership Certification in relation to it. (k) The Borrower shall have paid to the Agents and the Lenders, as applicable, all outstanding Permitted Expenses. (l) The Administrative Agent shall have received one-year projected financial statements for the Guarantors and Credit Parties, all in form and substance reasonably acceptable to the Administrative Agent. (xm) The Administrative Agent shall have received such other security agreements, deposit account control agreements, insurance certificates and endorsements, financing statements, opinions of counsel, documents and instruments as the First Omnibus Amendment dated as Administrative Agent may reasonably request in respect of the date hereof, duly authorized, executed and delivered by and among the STF Borrower, SalaryTap and OppWin ST, each in form and substance reasonably satisfactory to the guarantors party thereto, Administrative Agent. (n) Legal matters incident to the lenders party thereto (constituting “Required Lenders” as defined in execution and delivery of this Amendment shall be satisfactory to the Existing Credit Agreement) and the First Lien Administrative Agent and (y) the Second Lien Amendment, dated as of the date hereof, duly authorized, executed and delivered by and among the Borrower, the guarantors party thereto, the purchasers party thereto (constituting “Requisite Purchasers” as defined in the Existing Second Lien Securities Purchase Agreement) and the Second Lien Agentits counsel.

Conditions Precedent to Effectiveness of this Amendment. This Amendment shall not become effective until all of the following conditions precedent shall have been satisfied in the sole discretion of each Agent or waived by both AgentsAgent: (a) Both Agents shall have received fully executed counterparts from all parties hereto of this Amendment. (i) The First Lien Agent shall have received this Amendment fully executed in a sufficient number of counterparts for distribution to all parties. (xb) Agent shall have received amended and restated Term Notes to replace the Second Lien Amendmentexisting Term Notes. (c) Agent shall have received an amendment to the deed of trust against the Real Estate, dated in form and substance satisfactory to Agent, duly executed by M2 Mplace, and such endorsements to its loan policy of title insurance for its deed of trust against the Real Estate, as amended, as it shall reasonably request. (d) Agent shall have received all consents, waivers, acknowledgments and other agreements from third persons which Agent may deem necessary or desirable in order to permit, protect and perfect its security interests in and liens upon the Collateral held by New Borrowers or to effectuate the provisions or purposes of the date hereofLoan Agreement and the other Financing Agreements, including, without limitation, Collateral Access Agreements. (e) Agent shall have received Deposit Account Control Agreements by and among Agent, each New Borrower and each bank where such New Borrower has a deposit account, in each case, duly authorized, executed and delivered by such bank and among such New Borrower (or Agent shall be the bank’s customer with respect to such deposit account as Agent may specify). *** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (f) Agent shall have received lien search results for the jurisdiction of organization of each New Borrower and the jurisdiction of the chief executive office of each New Borrower, which search results shall be in form and substance satisfactory to Agent. (g) Agent shall have received the guarantors party thereto, the purchasers party thereto (constituting “Requisite Purchasers” as defined in the Existing Second Lien Securities Purchase Agreement) and the Second Lien Agent in substantially the form set forth in Exhibit A hereto and (y) the First Omnibus Amendment, dated as certificates evidencing all of the date hereofissued and outstanding shares of capital stock of each New Borrower, together with stock powers duly authorized, executed and delivered by the BorrowerPC Mall or Holdings, the guarantors party thereto and the lenders party thereto as applicable, therefor in blank. (constituting “Required Lenders” as defined in the Existing Credit Agreementh) and (ii) the Second Lien Agent shall have received (x) such documents as Agent may require to establish that it has a valid, perfected and first priority security interest in the First Omnibus Amendment dated as of the date hereof, duly authorized, executed and delivered Collateral held by and among the each New Borrower, including, without limitation, Collateral Assignment of Trademarks, Copyrights and Patents, as applicable. (i) Agent shall have received a certificate duly executed by the guarantors party thereto, the lenders party thereto (constituting “Required Lenders” as defined in the Existing Credit Agreement) and the First Lien Agent and (y) the Second Lien Amendment, dated as Secretary of the date hereof, duly authorized, executed and delivered by and among the each New Borrower, attaching such documents as Agent may require with respect to the guarantors party theretoorganization, existence, good standing, power and authority of each New Borrower. (j) Agent shall have received evidence of insurance and loss payable endorsements with respect to the purchasers party thereto insurance policies of each New Borrower. (constituting “Requisite Purchasers” as defined k) Agent shall have received a favorable opinion letter of counsel to New Borrowers with respect to the transactions contemplated hereby. (l) Agent shall have received all other documents and legal matters in connection with the Existing Second Lien Securities Purchase Agreement) transactions contemplated by this Amendment and the Second Lien such documents shall have been delivered or executed or recorded and shall be in form and substance satisfactory to Agent.

Conditions Precedent to Effectiveness of this Amendment. This Amendment shall not become effective until all as of the following conditions precedent shall have been satisfied date (the “Amendment Effective Date”) upon which Agent receives each of the following, in the discretion of each Agent or waived by both Agentscase, in form and substance satisfactory to Agent: (a) Both Agents shall have received fully executed one or more counterparts from all parties hereto of this Amendment.Amendment duly executed, completed and delivered by Borrower; (ib) The First Lien evidence that Borrower has received gross cash proceeds of at least $333,333 from the issuance on the date hereof of Subordinated Debt; (c) one or more counterparts of the Subordination Agreement, dated the date hereof, and executed by each of the Purchasers, Agent shall have received (x) and Borrower, and the Second Lien AmendmentGP Subordination Agreement, dated as of the date hereof, and executed by GP, Agent and Borrower; (d) one or more counterparts of a Patent Security Agreement, Trademark Security Agreement and Copyright Security Agreement, as applicable, duly authorizedexecuted, executed completed and delivered by Borrower, to be filed with the appropriate filing office on the Amendment Effective Date with respect to all Intellectual Property other than Abandoned IP; (e) evidence satisfactory to Agent and among each Lender that the UCC financing statement filed against Borrower has been amended to include the Intellectual Property; (f) current UCC lien, judgment, bankruptcy and tax lien search results, and United States Patent and Trademark Office search results, demonstrating that there are no other security interests or liens on the Collateral, other than Permitted Liens; (g) a Secretary’s Certificate providing verification of incumbency and attaching the Borrower’s board resolutions approving the transactions contemplated by this Amendment; (h) evidence satisfactory to Agent that Borrower shall have paid to Agent’s outside counsel, Xxxxxxxxxx Xxxxxxxx LLP, the guarantors party theretocosts and expenses owing to such counsel pursuant to Section 11(a) below in the amount of $20,000, which payment shall be made by wire transfer in accordance with the wire transfer instructions set forth on Exhibit D hereto, and evidence satisfactory to CIT Healthcare LLC that Borrower shall have paid to CIT Healthcare LLC’s outside counsel, Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, LLP, the purchasers party thereto (constituting “Requisite Purchasers” as defined costs and expenses owing to such counsel pursuant to Section 11(a) below in the Existing Second Lien Securities Purchase Agreement) and amount of $14,000, which payment shall be made by wire transfer in accordance with the Second Lien Agent in substantially the form wire transfer instructions set forth on Exhibit D hereto; and (i) one or more counterparts of an amendment to the Warrant of each Lender, in Exhibit A hereto form and (y) substance satisfactory to Agent and each Lender, which amendment shall effect the First Omnibus Amendment, dated as repricing of the date hereof, duly authorized, executed and delivered by the Borrower, the guarantors party thereto and the lenders party thereto (constituting “Required Lenders” as defined in the Existing Credit Agreement) and (ii) the Second Lien Agent shall have received (x) the First Omnibus Amendment dated as of the date hereof, duly authorized, executed and delivered by and among the Borrower, the guarantors party thereto, the lenders party thereto (constituting “Required Lenders” as defined in the Existing Credit Agreement) and the First Lien Agent and (y) the Second Lien Amendment, dated as of the date hereof, duly authorized, executed and delivered by and among the Borrower, the guarantors party thereto, the purchasers party thereto (constituting “Requisite Purchasers” as defined in the Existing Second Lien Securities Purchase Agreement) and the Second Lien AgentWarrants from $4.80 to $0.01.

Conditions Precedent to Effectiveness of this Amendment. This The effectiveness of this Amendment shall not become effective until all is conditioned upon the satisfaction of the following conditions precedent (the date on which such conditions shall have first been satisfied in being referred to herein as the discretion of each Agent or waived by both Agents:“Second Amendment Effective Date”): (a) Both Agents The Administrative Agent shall have received fully executed counterparts from all parties hereto of this Amendment, duly executed by the Required Lenders, the Administrative Agent and the Borrower. (ib) The First Lien Administrative Agent shall have received (xi) the Second Lien AmendmentAmended and Restated Guaranty, dated as of the date hereof, duly authorizedexecuted by Xxxxx Limited, executed as the existing Guarantor, and delivered Xxxxx Global SA, as the successor Guarantor, and acknowledged and agreed to by and among the Borrower, and (ii) the guarantors party thereto, the purchasers party thereto (constituting “Requisite Purchasers” as defined in the Existing Second Lien Securities Purchase Agreement) and Consent to the Second Lien Agent in substantially the form set forth in Exhibit A hereto Amended and (y) the First Omnibus AmendmentRestated Guaranty, dated as of the date hereof, duly authorized, executed and delivered by the Borrower, the guarantors party thereto Lenders and the lenders party thereto Administrative Agent. (constituting “Required Lenders” as defined c) The Borrower shall have paid or reimbursed the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the Existing Credit Agreementdevelopment, preparation and execution of this Amendment (including the reasonable fees and disbursements of counsel to the Administrative Agent). (d) No Default or Event of Default shall have occurred and be continuing. (iie) the Second Lien The representations and warranties set forth in Section 4 hereof shall be true and correct. (f) The Administrative Agent shall have received (xi) a certificate of the secretary or assistant secretary of Bunge Global SA, dated the Second Amendment Effective Date, substantially in the form of Exhibit B-5 attached to the Term Loan Agreement, with appropriate insertions and attachments satisfactory in form and substance to the Administrative Agent, including (A) the First Omnibus Amendment dated as articles of association of Bunge Global SA and the organizational regulations of Bunge Global SA, (B) Board of Directors resolutions in respect of the date hereofLoan Documents to which Bunge Global SA is a party, duly authorizedand (C) incumbency certificates with respect to Bunge Global SA, executed (ii) a good standing certificate (or similar certificate) for Bunge Global SA from its jurisdiction of organization, satisfactory in form and delivered by and among substance to the BorrowerAdministrative Agent, (iii) a certificate of the guarantors party theretosecretary or assistant secretary of Xxxxx Limited, dated the lenders party thereto (constituting “Required Lenders” as defined Second Amendment Effective Date, substantially in the Existing Credit form of Exhibit B-4 attached to the Term Loan Agreement, with appropriate insertions and attachments satisfactory in form and substance to the Administrative Agent, including (A) the certificate of incorporation and memorandum of association of Xxxxx Limited and the First Lien Agent bye-laws of Xxxxx Limited, (B) Board of Directors resolutions in respect of the Loan Documents to which Xxxxx Limited is a party and (yC) incumbency certificates with respect to Xxxxx Limited, and (iv) a good standing certificate (or similar certificate) for Xxxxx Limited from its jurisdiction of organization. (g) The Administrative Agent shall have received a Responsible Officer’s certificate of Xxxxx Global SA and Xxxxx Limited, dated the Second Amendment Effective Date, substantially in the form of Exhibit B-3 attached to the Term Loan Agreement, satisfactory in form and substance to the Administrative Agent. (h) The Administrative Agent shall have received the following executed legal opinions: (i) the Second Lien Amendmentlegal opinion of Xxxx Xxxxx LLP, dated New York counsel to the Borrower and New York counsel to Xxxxx Limited, as of the date hereofexisting Guarantor, duly authorizedand Xxxxx Global SA, executed and delivered by and among as the Borrowersuccessor Guarantor, the guarantors party thereto, the purchasers party thereto (constituting “Requisite Purchasers” as defined substantially in the Existing Second Lien Securities Purchase form of Exhibit D-1 attached to the Term Loan Agreement; (ii) and the Second Lien Agentlegal opinion of Xxxxxxx Xxxx & Xxxxxxx, Bermuda counsel to Xxxxx Limited as the existing Guarantor, substantially in the form of Exhibit D-2 attached to the Term Loan Agreement; and (iii) the legal opinion of Xxxxxxxxx XX, Swiss counsel to Bunge Global SA, as the successor Guarantor, substantially in the form Exhibit D-3 attached to the Term Loan Agreement. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Amendment as the Administrative Agent may reasonably require.

Conditions Precedent to Effectiveness of this Amendment. This The consents set forth in Section 1 hereof and the amendments contained in Section 4 of this Amendment shall not become effective until all on the date hereof as long as each of the following conditions precedent shall have been is satisfied in the discretion of each Agent or waived as determined by both AgentsAdministrative Agent: (a) Both Agents shall have received fully executed counterparts from all parties hereto of this Amendment.the representations and warranties of Borrower under Section 6 hereof, which are made as of the date hereof, are true and correct; (ib) The First Lien receipt by Administrative Agent shall have received of duly executed signature pages to this Amendment from Borrower; (xc) receipt by Administrative Agent of duly executed signature pages to (collectively, the “Third Note Modifications”) the Third Modifications to Amended and Restated Revolving Credit Notes dated as of the date hereof from Borrower (to, respectively, PrivateBank and Bankers Trust Company) and to the Third Modifications to Revolving Credit Notes dated as of the date hereof from Borrower (to, respectively, Bank of Oklahoma and CIT Finance LLC); (d) receipt by Administrative Agent of a duly executed signature page to the Reaffirmation of Amended and Restated Guaranty from Guarantor, as provided in the attachment hereto (“Guaranty Reaffirmation”); (e) receipt by Administrative Agent of duly executed signature pages to the Second Lien Amendment, Amendment to Pledge Agreement dated as of the date hereof, duly authorizedamong DLC II, executed and delivered by and among the New Borrower, Borrower Agent and Administrative Agent (the guarantors “Second Pledge Amendment”); (f) receipt by Administrative Agent of copies of resolutions of the governing body of New Borrower authorizing the execution, delivery and performance by New Borrower of the Loan Agreement, as amended by this Amendment, and each of the other instruments, agreements and documents entered into in connection with this Amendment to which New Borrower is a party thereto(including with respect to the security interest and equity pledge provided in favor of Administrative Agent), certified by a Duly Authorized Officer of New Borrower; (g) receipt by Administrative Agent of copies of resolutions of the governing body of Original Borrower authorizing the execution, delivery and performance by Original Borrower of this Amendment and each of the other instruments, agreements and documents entered into in connection with this Amendment to which Original Borrower is a party, certified by a Duly Authorized Officer of Original Borrower; (h) receipt by Administrative Agent of UCC tax, lien, pending suit, bankruptcy and judgment searches on New Borrower (and each of its trade names and assumed names), each as of a recent date, the purchasers results of which must be in form and substance acceptable to Administrative Agent; (i) receipt by Administrative Agent of good standing certificates for New Borrower from the Delaware Secretary of State and certificates of authorization for New Borrower from the Secretary of State of the State of Kentucky, Missouri and Ohio, as applicable (as of a recent date); (j) receipt by Administrative Agent of an opinion of Xxxxxxx Xxxxxx Xxxx Xxxxxxx & Manner, the legal counsel to Borrower and Guarantor, in form and substance reasonably satisfactory to Administrative Agent; (k) receipt by Administrative Agent of a certified copy of New Borrower’s certificate of formation, certified by the Delaware Secretary of State (as of a recent date); (l) receipt by Administrative Agent of a true, correct and complete copy of the operating agreement of New Borrower, certified by a Duly Authorized Officer of New Borrower; (m) UCC Financing Statements, as requested by Administrative Agent, naming New Borrower as debtor and Administrative Agent as secured party thereto with respect to the Collateral, together with such UCC termination statements necessary to release all Liens (constituting “Requisite Purchasers” other than Permitted Liens) in any of the Collateral except Administrative Agent, and other documents as defined Administrative Agent deems necessary or appropriate, shall have been filed in all jurisdictions that Administrative Agent deems necessary or advisable; (n) receipt of a Third Amendment to the Existing Second Lien Securities Purchase Blocked Account Agreement, in form and substance reasonably acceptable to Administrative Agent; (o) receipt of certificates from Borrower’s insurance carriers evidencing Administrative Agent as additional insured with respect to New Borrower’s general liability insurance; (p) receipt by Administrative Agent of a true, correct and complete copy of the Second Lien Agent in substantially the form set forth in Exhibit A hereto Management Agreements between New Borrower and (y) the First Omnibus Amendment, dated Manager available as of the date hereof, duly authorizedcertified by a Duly Authorized Officer of New Borrower; (q) receipt by Administrative Agent of a true, executed correct and delivered by complete copy of each of the Borrower, the guarantors party thereto and the lenders party thereto (constituting “Required Lenders” as defined in the Existing Credit Agreement) and (ii) the Second Lien Agent shall have received (x) the First Omnibus Aviv Third Amendment dated Lease Documents available as of the date hereof, certified by a Duly Authorized Officer of New Borrower; (r) receipt by Administrative Agent of a duly authorizedsigned and completed Perfection Certificate with respect to New Borrower; (s) UCC Amendment Statement naming DLC II as debtor and Administrative Agent as secured party with respect to the equity of New Borrower pledged pursuant to the Second Pledge Amendment shall have been filed in all jurisdictions that Administrative Agent deems necessary or advisable (including the Tennessee Secretary of State); (t) receipt by Administrative Agent of copies of resolutions of the governing body of DLC II authorizing the execution, executed delivery and delivered performance by DLC II of the Second Pledge Amendment, certified by a Duly Authorized Officer of DLC II; (u) receipt by Administrative Agent of copies of resolutions of the governing body of Guarantor authorizing the execution, delivery and performance by Guarantor of the Guaranty Reaffirmation, certified by a Duly Authorized Officer of Guarantor; (v) receipt by Administrative Agent of copies of the supplemented Schedule 1 (Borrowers), Schedule 1.1(a) (Facilities), Schedule 7.8 (Names), Schedule 7.12 (Organizational Chart), Schedule 7.33 (Capitalization) and Schedule 7.36 (Commercial Leases) of the Loan Agreement; (w) receipt by Administrative Agent of a Third Amendment to the Term Loan Agreement dated of even date herewith by and among the BorrowerAffiliated Term Borrowers, the guarantors party theretoLenders and the Administrative Agent, and the lenders party Reaffirmation and Consent thereto (constituting “Required Lenders” from Guarantor as defined provided in the Existing attachment thereto; (x) receipt of any applicable Letter of Credit Document (including an amendment to the Master Letter of Credit Agreement or an entirely new Master Letter of Credit Agreement) and the First Lien as Administrative Agent and may require in connection with this Amendment; (y) the Second Lien Amendmentreceipt of a fully completed Borrowing Base Certificate, dated as signed on behalf of the date hereofBorrower by a Duly Authorized Officer; and (z) receipt by Administrative Agent of such other certificates, duly authorizedschedules, executed and delivered by and among the Borrowerexhibits, the guarantors party theretodocuments, the purchasers party thereto (constituting “Requisite Purchasers” as defined in the Existing Second Lien Securities Purchase Agreement) and the Second Lien Agentopinions, instruments, reaffirmations, amendments or consents Administrative Agent may reasonably require, if any.

Conditions Precedent to Effectiveness of this Amendment. This Amendment shall not become effective until all as of February 19, 1999, if, and only if the following conditions precedent shall have been satisfied in the discretion of each Agent or waived by both Agents: (a) Both Agents shall have received fully executed counterparts from all parties hereto of this Amendment. (i) The First Lien Agent shall have received (xa) a facsimile or original executed copy of this Amendment executed by the Second Lien Parent, each Borrower and each Lender, (b) a Reaffirmation Agreement, in form and substance satisfactory to the Agent, executed by each Borrower and Guarantor, and (c) corporate resolutions and a secretary's certificate with respect thereto for each of the Borrowers and Guarantors a party to this Amendment or the aforesaid Reaffirmation Agreement authorizing the execution and delivery of such agreements on behalf of such Persons and such other agreements as are contemplated by the terms of this Amendment or to realize the benefits of the changes in the Borrowing Base in accordance with the terms of this Amendment; and the provisions of this Amendment pertaining to supplemental additions to the Borrowing Base shall further be conditioned upon the Agent's receipt, prior to, or concurrent with, submission of a Borrowing Base Certificate including thereon Inventory described in CLAUSES (VIII) and (IX) of the definition of "Borrowing Base" as amended by the terms of this Amendment, dated as of (i) aircraft mortgages and other agreements in form and substance satisfactory to the date hereof, duly authorized, Agent and its counsel executed and delivered by Leasing Affiliate and among ASOC with respect to the Borrower, the guarantors party thereto, the purchasers party thereto (constituting “Requisite Purchasers” as defined new categories of Inventory to be included in the Existing Second Lien Securities Purchase AgreementBorrowing Base, (ii) collateral assignments of lease in form and substance satisfactory to the Second Lien Agent in substantially the form set forth in Exhibit A hereto and (y) the First Omnibus Amendment, dated as of the date hereof, duly authorized, its counsel executed and delivered by Leasing Affiliate with respect to the Borrowerlease agreements identified on SCHEDULE 1.01.1, and (iii) legal opinions of outside counsel to the guarantors party thereto Borrowers or the Agent in form and substance satisfactory to the Agent and its counsel with respect to the mortgages and collateral assignments referenced in CLAUSE (C) above and the lenders party thereto (constituting “Required Lenders” as defined in the Existing Credit Agreement) and (ii) the Second Lien Agent shall have received (x) the First Omnibus Amendment dated as of the date hereof, duly authorized, executed and delivered by and among the Borrower, the guarantors party thereto, the lenders party thereto (constituting “Required Lenders” as defined in the Existing Credit Agreement) and the First Lien Agent and (y) the Second Lien Amendment, dated as of the date hereof, duly authorized, executed and delivered by and among the Borrower, the guarantors party thereto, the purchasers party thereto (constituting “Requisite Purchasers” as defined in the Existing Second Lien Securities Purchase Agreement) and the Second Lien AgentLiens created thereby.

Conditions Precedent to Effectiveness of this Amendment. This Amendment shall not become effective until all of the following conditions precedent shall have been satisfied in the sole discretion of each Agent or waived by both AgentsAgent: (a) Both Agents shall have received fully executed counterparts from all parties hereto of this Amendment. (i) The First Lien Agent shall have received this Amendment fully executed in a sufficient number of counterparts for distribution to all parties; (xb) Agent shall have received a fully executed copy of the Second Lien Castle Pines Intercreditor Agreement, in form and substance satisfactory to Agent; (c) Agent shall have received a certificate of a duly authorized officer of each Borrower in form and substance satisfactory to Agent, certifying (i) that attached (or previously provided) copies of such Borrower’s organizational and governing documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Financing Agreements is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this Amendment; and (iii) to the title, name and signature of each Person authorized to sign the Financing Agreements; (d) U.S. Borrowers shall pay to Agent, for the benefit of each U.S. Lender party hereto, (i) an amendment fee in an amount equal to 0.02% of each such U.S. Lender’s aggregate U.S. Revolving Loan Commitment immediately prior to the effectiveness of this Amendment, and (ii) an increase fee in an amount equal to 0.20% of the increase (if any) to each such U.S. Lender’s aggregate U.S. Revolving Loan Commitment as a result of this Amendment, in each case, which fees shall be fully earned as of and payable on the date hereof; (e) Agent shall have received a copy of that certain fee letter dated as of the date hereof, duly authorized, executed and delivered by and among the BorrowerBorrowers and Agent, the guarantors party thereto, the purchasers party thereto and Borrowers shall have paid all fees required to be paid thereunder; (constituting “Requisite Purchasers” as defined in the Existing Second Lien Securities Purchase Agreementf) and the Second Lien Agent in substantially the form set forth in Exhibit A hereto and (y) the First Omnibus Amendment, dated as of the date hereof, duly authorized, executed and delivered by the Borrower, the guarantors party thereto and the lenders party thereto (constituting “Required Lenders” as defined in the Existing Credit Agreement) and (ii) the Second Lien Agent shall have received (x) the First Omnibus Amendment dated as fully executed copies of the date hereof, duly authorized, executed and delivered by and among the Borrower, the guarantors party thereto, the lenders party thereto (constituting “Required Lenders” as defined in the Existing Credit Agreement) Joint Venture Documents and the First Lien Castle Pine Documents, in form and substance satisfactory to Agent; and (g) Agent shall have received all other documents and (y) legal matters in connection with the Second Lien Amendment, dated as of the date hereof, duly authorized, transactions contemplated by this Amendment and such documents shall have been delivered or executed or recorded and delivered by shall be in form and among the Borrower, the guarantors party thereto, the purchasers party thereto (constituting “Requisite Purchasers” as defined in the Existing Second Lien Securities Purchase Agreement) and the Second Lien substance satisfactory to Agent.

Conditions Precedent to Effectiveness of this Amendment. This The amendments contained in Sections 1 and the release contained in Section 2 of this Amendment shall not become effective until all on the date hereof as long as each of the following conditions precedent shall have been is satisfied in the discretion of each Agent or waived as determined by both AgentsAdministrative Agent: (a) Both Agents shall have received fully executed counterparts from all parties hereto of this Amendment. (i) The First Lien Agent shall have received (x) the Second Lien Amendmentrepresentations and warranties of Borrower under Section 4 hereof, dated which are made as of the date hereof, are true and correct; (b) receipt by Administrative Agent of duly authorized, executed signature pages to this Amendment from Borrower and delivered by and among the Borrower, the guarantors party thereto, the purchasers party thereto Lenders; (constituting “Requisite Purchasers” as defined in the Existing Second Lien Securities Purchase Agreementc) and the Second Lien Agent in substantially the form set forth in Exhibit A hereto and (y) the First Omnibus Amendment, dated as of the date hereof, duly authorized, executed and delivered by the Borrower, the guarantors party thereto and the lenders party thereto (constituting “Required Lenders” as defined in the Existing Credit Agreement) and (ii) the Second Lien Administrative Agent shall have received a duly executed Reaffirmation of Second Amended and Restated Guaranty in the form attached hereto; (xd) receipt by Administrative Agent of a duly executed Reaffirmation of Pledge Agreements in the First Omnibus Amendment dated as form attached hereto; (e) receipt by Administrative Agent of the fully-executed Purchase Agreement, certified by a duly authorized officer of the Borrower as being true, correct and complete; (i) receipt by Administrative Agent of funds in an amount equal to the Fourth Amendment Sale Acquisition Loans Prepayment, which funds shall be applied on the date hereof, duly authorized, executed hereof to repay the Acquisition Loans in accordance with the terms and delivered by and among the Borrower, the guarantors party thereto, the lenders party thereto (constituting “Required Lenders” as defined in the Existing Credit Agreement) conditions of this Amendment and the First Lien Agent and Loan Agreement (y) the Second Lien Amendment, dated as including being subject to Section 12.9 of the Loan Agreement); (ii) receipt by Administrative Agent of funds in an amount equal to the Fourth Amendment Sale Term Loan Prepayment, which funds shall be applied on the date hereof, duly authorized, executed hereof to repay the Term Loan in accordance with the terms and delivered by and among the Borrower, the guarantors party thereto, the purchasers party thereto (constituting “Requisite Purchasers” as defined in the Existing Second Lien Securities Purchase Agreement) conditions of this Amendment and the Second Lien AgentLoan Agreement (including being subject to Section 12.9 of the Loan Agreement); and (f) receipt by Administrative Agent of such other certificates, schedules, exhibits, documents, opinions, affidavits, instruments, reaffirmations, amendments, or consents Administrative Agent may reasonably require, if any.

Conditions Precedent to Effectiveness of this Amendment. This Amendment shall not become effective until all of the following conditions precedent shall have been satisfied in the sole discretion of each Agent or waived by both AgentsAgent: (a) Both Agents shall have received fully executed counterparts from all parties hereto of this Amendment. (i) The First Lien Agent shall have received this Amendment fully executed in a sufficient number of counterparts for distribution to all parties; (xb) Agent shall have received a certificate of a duly authorized officer of each Borrower in form and substance satisfactory to Agent, certifying (i) that attached (or previously provided) copies of such Borrower’s organizational and governing documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Second Lien Financing Agreements is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this Amendment; and (iii) to the title, name and signature of each Person authorized to sign the Financing Agreements; (c) U.S. Borrowers shall pay to Agent, for the benefit of each U.S. Lender party hereto, (i) an amendment fee in an amount equal to 0.10% of each such U.S. Lender’s aggregate U.S. Revolving Loan Commitment immediately prior to the effectiveness of this Amendment, and (ii) an increase fee in an amount equal to 0.20% of the increase (if any) to each such U.S. Lender’s aggregate U.S. Revolving Loan Commitment as a result of this Amendment, in each case, which fees shall be fully earned as of and payable on the date hereof; (d) Agent shall have received a copy of that certain amended and restated fee letter dated as of the date hereof, duly authorized, executed and delivered by and among the BorrowerBorrowers and Agent, the guarantors party thereto, the purchasers party thereto and Borrowers shall have paid all fees required to be paid thereunder; and (constituting “Requisite Purchasers” as defined in the Existing Second Lien Securities Purchase Agreemente) and the Second Lien Agent in substantially the form set forth in Exhibit A hereto and (y) the First Omnibus Amendment, dated as of the date hereof, duly authorized, executed and delivered by the Borrower, the guarantors party thereto and the lenders party thereto (constituting “Required Lenders” as defined in the Existing Credit Agreement) and (ii) the Second Lien Agent shall have received (x) all other documents and legal matters in connection with the First Omnibus transactions contemplated by this Amendment dated as of the date hereof, duly authorized, and such documents shall have been delivered or executed or recorded and delivered by shall be in form and among the Borrower, the guarantors party thereto, the lenders party thereto (constituting “Required Lenders” as defined in the Existing Credit Agreement) and the First Lien Agent and (y) the Second Lien Amendment, dated as of the date hereof, duly authorized, executed and delivered by and among the Borrower, the guarantors party thereto, the purchasers party thereto (constituting “Requisite Purchasers” as defined in the Existing Second Lien Securities Purchase Agreement) and the Second Lien substance satisfactory to Agent.

Conditions Precedent to Effectiveness of this Amendment. This The occurrence of the Amendment Effective Date shall not become effective until all be subject to the fulfillment of each of the following conditions precedent shall have been satisfied in the discretion of each Agent or waived by both Agentsprecedent: (a) Both Agents shall have received fully executed counterparts from all parties hereto of this Amendment. (i) The First Lien the Program Agent shall have received such signed opinions of counsel as it shall have reasonably requested each dated reasonably near the Amendment Effective Date and in form, scope and substance reasonably satisfactory to the Program Agent; (xb) the Second Lien AmendmentProgram Agent shall have received a signed certificate of the President or a Vice President and a Secretary or Assistant Secretary of the Distributor, AMG and each Advisor in the form of Exhibits B-0, X-0 and B-3, respectively, to the Restated Purchase Agreement; (c) the Program Agent shall have received time stamped receipt copies of UCC-3 financing statements duly filed under the UCC of all jurisdictions where UCC financing statements were previously filed pursuant to the Existing Purchase Agreements, required in order to amend the financing statements previously filed to reflect the Restated Purchase Agreement, which shall be in form, scope and substance satisfactory to the Program Agent; (d) the Program Agent shall have received a duplicate original of each Irrevocable Payment Instruction from AMG and the Distributor to each Company and Transfer Agent, and such Irrevocable Payment Instructions shall be in full force and effect; (e) the Program Agent shall have received a fully executed copy of the Waiver Agreement, which shall be in full force and effect; (f) The Program Agent shall have received a fully executed copy of the Letter Agreement dated as of August 18, 2003 between the date hereofSeller and the Program Agent which sets forth the Purchase Price Percentage, duly authorizedwhich shall be in full force and effect; and (g) the Board of Trustees of each Company in respect of each Fund shall have approved the Distribution Plan and Underwriting Agreement relating to each Fund by a vote of the majority of its Directors who are not interested persons, within the meaning of the Investment Company Act, in recognition of the transactions contemplated by this Amendment and the Facility Documents, and the Program Agent shall have received an executed and delivered by and among copy of (i) the Borrower, the guarantors party thereto, the purchasers party thereto (constituting “Requisite Purchasers” as defined Distribution Plan in respect of each Company in the Existing Second Lien Securities Purchase Agreement) and the Second Lien Agent in substantially the form set forth in attached hereto as Exhibit A hereto and (y) the First Omnibus AmendmentD, dated as of the date hereof, duly authorized, executed and delivered by the Borrower, the guarantors party thereto and the lenders party thereto (constituting “Required Lenders” as defined in the Existing Credit Agreement) and (ii) the Second Lien Agent shall have received (x) the First Omnibus Amendment dated as Underwriting Agreement in respect of the date hereof, duly authorized, executed and delivered by and among the Borrower, the guarantors party thereto, the lenders party thereto (constituting “Required Lenders” as defined each Company in the Existing Credit Agreement) form attached hereto as Exhibit E, each of which shall be in full force and the First Lien Agent and (y) the Second Lien Amendment, dated as of the date hereof, duly authorized, executed and delivered by and among the Borrower, the guarantors party thereto, the purchasers party thereto (constituting “Requisite Purchasers” as defined in the Existing Second Lien Securities Purchase Agreement) and the Second Lien Agenteffect.

Conditions Precedent to Effectiveness of this Amendment. This The effectiveness of this Amendment shall not become effective until all is subject to the satisfaction of the following conditions precedent shall have been satisfied precedent, unless specifically waived in writing by the discretion of each Agent or waived by both AgentsAdministrative Agent: (a) Both Agents shall have received fully executed counterparts from all parties hereto of this Amendment. (i) The First Lien Administrative Agent shall have received this Amendment duly executed by the Credit Parties, the Guarantors, and the Lenders. (xb) The Administrative Agent shall have received the Guarantor Security Agreement duly executed by the Guarantors, together with (i) the Second Lien AmendmentPerfection Certificate referred to therein, duly completed, (ii) UCC financing statement to be filed against each Guarantor, as debtor, in favor of the Administrative Agent, as secured party, (iii) such trademark collateral agreements relating to the Guarantor(s) registered intellectual property, each in form and substance acceptable to the Administrative Agent, and (iv) evidence of insurance required to be maintained by the Guarantors hereunder, together with certificates naming the Collateral Agent as lender’s loss payee and the Collateral Agent and the Administrative Agent as additional insureds, all in form and substance acceptable to the Administrative Agent. (c) The Administrative Agent shall have received the Atalaya Subordination and Intercreditor Agreement duly executed by the Company, the Borrower, Midtown Madison Management LLC, as Subordinated Creditor Representative (as defined therein), and the Administrative Agent, together with evidence that the Company has issued Qualifying Subordinated Debt pursuant to the Atalaya Subordinated Loan Agreement, which shall be in form and substance reasonably acceptable to the Administrative Agent and the proceeds of which have been or substantially concurrently with the Effective Date will be applied to, among other things, to pay in full all “Obligations” under and as defined in that certain Credit Agreement dated as of the date hereofAugust 13, duly authorized2018, executed and delivered by and among the BorrowerCompany and BMO Xxxxxx, individually as the guarantors party theretosole lender and as the administrative agent thereunder (the “BMO Credit Agreement (Company)”), the purchasers party thereto (constituting and “Requisite PurchasersCommitment” as defined in the Existing Second Lien Securities Purchase Agreement) and the Second Lien Agent in substantially the form set forth in Exhibit A hereto and (y) the First Omnibus Amendment, dated as of the date hereof, duly authorized, executed and delivered by the Borrower, the guarantors party thereto and the lenders party thereto (constituting “Required Lenders” as defined in the Existing Credit Agreement) and (ii) the Second Lien Agent therein shall have received (x) the First Omnibus Amendment dated as of the date hereof, duly authorized, executed and delivered by and among the Borrower, the guarantors party thereto, the lenders party thereto (constituting “Required Lenders” as defined in the Existing Credit Agreement) and the First Lien Agent and (y) the Second Lien Amendment, dated as of the date hereof, duly authorized, executed and delivered by and among the Borrower, the guarantors party thereto, the purchasers party thereto (constituting “Requisite Purchasers” as defined in the Existing Second Lien Securities Purchase Agreement) and the Second Lien Agentterminate effective on or before such time.

Conditions Precedent to Effectiveness of this Amendment. This The consent set forth in Section 1 hereof and the amendments contained in Section 4 of this Amendment shall not become effective until all on the date hereof as long as each of the following conditions precedent shall have been is satisfied in the discretion of each Agent or waived as determined by both AgentsAdministrative Agent: (a) Both Agents shall have received fully all of the representations and warranties of Borrower under Section 6 hereof, which are made as of the date hereof, are true and correct; (b) receipt by Administrative Agent of duly executed counterparts signature pages to this Amendment from all parties Borrower; (c) receipt by Administrative Agent of duly executed signature pages to (collectively, the “First Note Modifications”) the First Modifications to Amended and Restated Revolving Credit Notes dated as of the date hereof from Borrower (to, respectively, PrivateBank and Bankers Trust Company) and to the First Modifications to Revolving Credit Notes dated as of the date hereof from Borrower (to, respectively, Bank of Oklahoma and CIT Finance LLC); (d) receipt by Administrative Agent of a duly executed signature page to the Reaffirmation of Amended and Restated Guaranty from Guarantor, as provided in the attachment hereto (“Guaranty Reaffirmation”); (e) receipt by Administrative Agent of this Amendment. duly executed signature pages to (i) The the First Lien Agent shall have received (x) the Second Lien Amendment, Amendment to Amended and Restated Pledge Agreement dated as of the date hereof, duly authorizedamong Advocat Finance, executed Inc., DLC II, Borrower Agent and delivered by and among Administrative Agent (the Borrower“First Pledge Amendment”), the guarantors party thereto, the purchasers party thereto (constituting “Requisite Purchasers” as defined in the Existing Second Lien Securities Purchase Agreement) and the Second Lien Agent in substantially the form set forth in Exhibit A hereto and (yii) the First Omnibus Amendment, Pledge Agreement dated as of the date hereof, among DLC II, New Borrower, Borrower Agent and Administrative Agent (the “Pledge Agreement”); (f) receipt by Administrative Agent of copies of resolutions of the governing body of New Borrower authorizing the execution, delivery and performance by New Borrower of the Loan Agreement, as amended by this Amendment, and each of the other instruments, agreements and documents entered into in connection with this Amendment to which New Borrower is a party (including with respect to the security interest and equity pledge provided in favor of Administrative Agent), certified by a Duly Authorized Officer of New Borrower; (g) receipt by Administrative Agent of copies of resolutions of the governing body of Original Borrower authorizing the execution, delivery and performance by Original Borrower of this Amendment and each of the other instruments, agreements and documents entered into in connection with this Amendment to which Original Borrower is a party, certified by a Duly Authorized Officer of Original Borrower; (h) receipt by Administrative Agent of UCC tax, lien, pending suit, bankruptcy and judgment searches against New Borrower (and each of its trade names and assumed names), as of a recent date, the results of which must be in form and substance acceptable to Administrative Agent; (i) receipt by Administrative Agent of good standing certificates for New Borrower from the Delaware Secretary of State and certificates of authorization for New Borrower from the Secretary of State of the States of Indiana, Kentucky and Ohio, respectively (as of a recent date); (j) receipt by Administrative Agent of an opinion of Xxxxxxx Xxxxxx Xxxx Xxxxxxx & Manner, the legal counsel to Borrower and Guarantor, in form and substance reasonably satisfactory to Administrative Agent; (k) receipt by Administrative Agent of a certified copy of New Borrower’s certificate of formation, certified by the Delaware Secretary of State (as of a recent date); ** Redacted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended, and has been filed separately with the Securities and Exchange Commission. (l) receipt by Administrative Agent of a true, correct and complete copy of the operating agreement of New Borrower, certified by a Duly Authorized Officer of New Borrower; (m) UCC Financing Statements, as requested by Administrative Agent, naming New Borrower as debtor and Administrative Agent as secured party with respect to the Collateral, together with such UCC termination statements necessary to release all Liens (other than Permitted Liens) in any of the Collateral except Administrative Agent, and other documents as Administrative Agent deems necessary or appropriate, shall have been filed in all jurisdictions that Administrative Agent deems necessary or advisable; (n) receipt of a First Amendment to the Blocked Account Agreement, in form and substance reasonably acceptable to Administrative Agent; (o) receipt of certificates from Borrower’s insurance carriers evidencing Administrative Agent as additional insured with respect to New Borrower’s general liability insurance; (p) receipt by Administrative Agent of a true, correct and complete copy of the Management Agreements of New Borrower, certified by a Duly Authorized Officer of New Borrower; (q) receipt by Administrative Agent of a true, correct and complete copy of the Aviv CHP Lease Documents and the Aviv Twinbrook Lease Documents, certified by a Duly Authorized Officer of New Borrower; (r) receipt by Administrative Agent of the duly authorized, executed and delivered by the Borrower, the guarantors party thereto Aviv CHP Intercreditor Agreement and the lenders Aviv Twinbrook Intercreditor Agreement; (s) receipt by Administrative Agent of duly signed and completed Perfection Certificates with respect to New Borrower; (t) UCC Financing Statements, as requested by Administrative Agent, naming DLC II as debtor and Administrative Agent as secured party thereto with respect to the equity of New Borrower pledged pursuant to the Pledge Agreement, and a UCC Financing Statement (constituting “Required Lenders” or UCC Amendment Statement), as defined requested by Administrative Agent, naming Advocat Finance, Inc. as debtor and Administrative Agent as secured party with respect to the equity of DLC II pledged pursuant to the First Pledge Amendment, shall have been filed in all jurisdictions that Administrative Agent deems necessary or advisable; (u) receipt by Administrative Agent of copies of resolutions of the Existing Credit Agreementgoverning body of Advocat Finance, Inc. authorizing the execution, delivery and performance by Advocat Finance, Inc. of the First Pledge Amendment, certified by a Duly Authorized Officer of Advocat Finance, Inc.; (v) receipt by Administrative Agent of copies of resolutions of the governing body of Guarantor authorizing the execution, delivery and performance by Guarantor of the Guaranty Reaffirmation, certified by a Duly Authorized Officer of Guarantor; (w) receipt by Administrative Agent of copies of the supplemented Schedule 1 (Borrowers), Schedule 1.1(a) (Facilities), Schedule 7.8 (Names), Schedule 7.12 (Organizational Chart), Schedule 7.33 (Capitalization) and Schedule 7.36 (iiCommercial Leases) of the Second Lien Agent shall have received Loan Agreement; (x) receipt by Administrative Agent of a First Amendment to the First Omnibus Amendment Term Loan Agreement dated as of the even date hereof, duly authorized, executed and delivered herewith by and among the BorrowerAffiliated Term Borrowers, the guarantors party theretoLenders and the Administrative Agent, and the lenders party Reaffirmation and Consent thereto (constituting “Required Lenders” from Guarantor as defined provided in the Existing attachment thereto; (y) receipt of any applicable Letter of Credit Document (including an amendment to the Master Letter of Credit Agreement or an entirely new Master Letter of Credit Agreement) and the First Lien as Administrative Agent and may require in connection with this Amendment; (yz) the Second Lien Amendmentreceipt of a fully completed Borrowing Base Certificate, dated as signed on behalf of the date hereofBorrower by a Duly Authorized Officer; and (aa) receipt by Administrative Agent of such other certificates, duly authorizedschedules, executed and delivered by and among the Borrowerexhibits, the guarantors party theretodocuments, the purchasers party thereto (constituting “Requisite Purchasers” as defined in the Existing Second Lien Securities Purchase Agreement) and the Second Lien Agentopinions, instruments, reaffirmations, amendments or consents Administrative Agent may reasonably require, if any.

Conditions Precedent to Effectiveness of this Amendment. This The joinder contained in Section 1 and the amendments contained in Sections 2 and 3 of this Amendment shall not become effective until all on the date hereof as long as each of the following conditions precedent shall have been is satisfied in the discretion of each Agent or waived as determined by both AgentsAdministrative Agent: (a) Both Agents shall have received fully executed counterparts from all parties hereto of this Amendment.the representations and warranties of Borrower under Section 5 hereof, which are made as of the date hereof, are true and correct; (ib) The First Lien receipt by Administrative Agent of duly executed signature pages to this Amendment from Borrower and Lenders; (c) receipt by Administrative Agent of duly executed signature pages to the modifications to promissory notes dated as of the date hereof by Borrower in favor of each Lender; (d) Administrative Agent shall have received a duly executed Reaffirmation of Second Amended and Restated Guaranty in the form attached hereto; (xe) receipt by Administrative Agent of duly executed signature pages to the First Amendment to and Reaffirmation of Second Lien Amendment, Amended and Restated Pledge Agreement dated as of the date hereof, among Diversicare Holding Company, LLC, New Opco and Administrative Agent (the “Diversicare Holding Company Pledge Agreement Amendment”), in form and substance reasonably acceptable to Administrative Agent; (f) receipt by Administrative Agent of duly authorized, executed and delivered by and among the Borrower, the guarantors party thereto, the purchasers party thereto (constituting “Requisite Purchasers” as defined in the Existing Second Lien Securities Purchase Agreement) and the Second Lien Agent in substantially the form set forth in Exhibit A hereto and (y) signature pages to the First Omnibus Amendment, Amendment to and Reaffirmation of Second Amended and Restated Pledge Agreement dated as of the date hereof, duly authorizedamong Diversicare Property Co., executed LLC, New Propco and delivered by Administrative Agent (the Borrower“Diversicare Property Co. Pledge Agreement Amendment”), the guarantors party thereto in form and the lenders party thereto substance reasonably acceptable to Administrative Agent; (constituting “Required Lenders” as defined in the Existing Credit Agreementg) and (ii) the Second Lien Administrative Agent shall have received a duly executed Reaffirmation of Pledge Agreements in the form attached hereto; (xh) receipt by Administrative Agent of copies of resolutions of the First Omnibus governing body of New Borrower authorizing the execution, delivery and performance by New Borrower of the Loan Agreement, as amended by this Amendment, and each of the other instruments, agreements and documents entered into in connection with this Amendment dated to which New Borrower is a party (including with respect to the security interest and equity pledge provided in favor of Administrative Agent), certified by a Duly Authorized Officer of New Borrower; (i) receipt by Administrative Agent of copies of resolutions of the governing body of Original Borrower authorizing the execution, delivery and performance by Original Borrower of this Amendment and each of the other instruments, agreements and documents entered into in connection with this Amendment to which Original Borrower is a party, certified by a Duly Authorized Officer of Original Borrower; (j) receipt by Administrative Agent of UCC tax, lien, pending suit, bankruptcy and judgment searches on New Borrower, each as of a recent date, the results of which must be in form and substance acceptable to Administrative Agent; (k) receipt by Administrative Agent of good standing certificates for New Borrower from the Delaware Secretary of State and certificates of authorization for New Borrower from the Secretary of State of the State of Alabama (as of a recent date); (l) receipt by Administrative Agent of an opinion of Xxxx Xxxxx & Xxxx, PLC, the legal counsel to Borrower and Guarantor, in form and substance reasonably satisfactory to Administrative Agent; (m) receipt by Administrative Agent of a certified copy of New Borrower’s certificate of formation, certified by the Delaware Secretary of State (as of a recent date); (n) receipt by Administrative Agent of a true, correct and complete copy of the operating agreement of New Borrower, certified by a Duly Authorized Officer of New Borrower; (o) UCC Financing Statements, as requested by Administrative Agent, naming New Borrower as debtor and Administrative Agent as secured party with respect to the Collateral, together with such UCC termination statements necessary to release all Liens (other than Permitted Liens) in any of the Collateral except Administrative Agent, and other documents as Administrative Agent deems necessary or appropriate, shall have been filed in all jurisdictions that Administrative Agent deems necessary or advisable; (p) receipt of a duly executed Second Amendment to Second Amended and Restated Blocked Account Agreement, in form and substance reasonably acceptable to Administrative Agent; (q) receipt of certificates from Borrower’s insurance carriers evidencing Administrative Agent as additional insured with respect to New Borrower’s general liability insurance; (r) receipt by Administrative Agent of a true, correct and complete copy of the Management Agreement between New Opco and Manager available as of the date hereof, duly authorizedcertified by a Duly Authorized Officer of New Borrower; (s) receipt by Administrative Agent of a true, executed correct and delivered by and among complete copy of the Borrower, Leases for the guarantors party thereto, the lenders party thereto (constituting “Required Lenders” as defined in the Existing Credit Agreement) and the First Lien Agent and (y) the Second Lien Amendment, dated Property of New Borrower available as of the date hereof, and each certified by a Duly Authorized Officer of New Borrower; (t) receipt by Administrative Agent of a duly authorizedsigned and completed perfection certificate with respect to New Borrower; (u) UCC Financing Statement naming Diversicare Holding Company, executed LLC as debtor and delivered Administrative Agent as secured party with respect to the equity of New Opco pledged pursuant to the Diversicare Holding Company Pledge Agreement Amendment shall have been filed in all jurisdictions that Administrative Agent deems necessary or advisable (including the Delaware Secretary of State); (v) UCC Financing Statement naming Diversicare Property Co., LLC as debtor and Administrative Agent as secured party with respect to the equity of New Propco pledged pursuant to the Diversicare Property Co. Pledge Agreement Amendment shall have been filed in all jurisdictions that Administrative Agent deems necessary or advisable (including the Delaware Secretary of State); (w) receipt by Administrative Agent of copies of resolutions of the governing body of Diversicare Holding Company, LLC authorizing the execution, delivery and among performance by Diversicare Holding Company, LLC of the BorrowerDiversicare Holding Company Pledge Agreement Amendment, certified by a Duly Authorized Officer of Diversicare Holding Company, LLC; (x) receipt by Administrative Agent of copies of resolutions of the guarantors party theretogoverning body of Diversicare Property Co., LLC authorizing the purchasers party thereto execution, delivery and performance by Diversicare Property Co., LLC of the Diversicare Property Co. Pledge Agreement Amendment, certified by a Duly Authorized Officer of Diversicare Property Co., LLC; (constituting “Requisite Purchasers” as defined in y) receipt by Administrative Agent of copies of resolutions of the Existing Second Lien Securities Purchase governing body of Guarantor authorizing the execution, delivery and performance by Guarantor of the Guaranty Reaffirmation, certified by a Duly Authorized Officer of Guarantor; (z) receipt by Administrative Agent of copies of the supplemented Schedule 1.1(a) (Borrowers), Schedule 1.1(b) (Affiliated Term Borrowers), Schedule 1.1(c) (Propco Borrowers), Schedule 1.1(f) (Facilities, Locations, Real Property, Operators, Owners, Leases), Schedule 7.8 (Names), Schedule 7.12 (Organizational Chart), Schedule 7.33 (Capitalization) and Schedule 7.36 (Commercial Leases) of the Loan Agreement; (aa) receipt of any applicable Letter of Credit Document (including an amendment to the Master Letter of Credit Agreement or an entirely new Master Letter of Credit Agreement) and the Second Lien Agentas Administrative Agent may require in connection with this Amendment; and (bb) receipt by Administrative Agent of such other certificates, schedules, exhibits, documents, opinions, instruments, reaffirmations, amendments or consents Administrative Agent may reasonably require, if any.

Conditions Precedent to Effectiveness of this Amendment. Section 3.1. This Amendment Amendment, including Section 5 hereof, shall not become effective until all until, and shall become effective as of the first date written above when, each and every one of the following conditions precedent shall have been satisfied in the discretion of each Agent or waived by both Agentssatisfied: (a) Both Agents executed counterparts of this Amendment, duly executed by the Obligors and the holders of Notes constituting the Required Holders, shall have been delivered to the Noteholders; (b) the representations and warranties of the Obligors set forth in Section 2.1 hereof shall be true and correct on and with respect to the date hereof; (c) the Company or its affiliate shall have paid all reasonable and documented fees and expenses of Xxxxxxxxx Xxxxxxx, LLP, special counsel to the Noteholders, in connection with the negotiation, preparation, approval, execution and delivery of this Amendment to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date hereof; (d) the Company shall have delivered to the Noteholders a copy of the First Amendment to 2022 NPA, which shall be in full force and effect or shall come into full force and effect concurrently with this Amendment; (e) each Noteholder shall have received fully executed counterparts opinions in form and substance reasonably satisfactory to such Noteholder, from all parties hereto of this Amendment. (i) The First Lien Agent Xxxxxxx LLP, special Maryland counsel for Parent Company, Lineage OP and Lineage Logistics MTC, LLC, (ii) Xxxxx & Xxxxxx, special Washington counsel for Columbia Colstor, Inc., (iii) NautaDutilh, special Netherlands counsel for Boreas Logistics Holdings B.V., and (iv) Xxxxxx & Xxxxxxx LLP, special U.S. counsel for Lineage Columbia Mezz, LLC and Lineage WA Columbia RE, LLC, in each case, covering the matters incident to joining the Note Agreement as an Obligor Affiliate under Section 9.7 thereto; (f) each New Obligor Affiliate shall have received delivered a certificate evidencing the due organization, continuing existence and, where applicable, good standing of such New Obligor Affiliate and the due authorization by all requisite action on the part of such New Obligor Affiliate of the execution and delivery of this Amendment and the performance of its obligations under the Note Agreement; and (xg) the Second Lien Amendment, dated Obligors shall have paid to each Noteholder the full amount of an amendment fee equal to 0.05% (five basis points) of the outstanding principal amount of the Notes held by such Noteholder as of the date hereof, duly authorized, executed and delivered by and among the Borrower, the guarantors party thereto, the purchasers party thereto (constituting “Requisite Purchasers” as defined in the Existing Second Lien Securities Purchase Agreement) and the Second Lien Agent in substantially the form set forth in Exhibit A hereto and (y) the First Omnibus Amendment, dated which fee shall be fully earned as of the date hereof, duly authorized, executed and delivered by the Borrower, the guarantors party thereto and the lenders party thereto (constituting “Required Lenders” as defined in the Existing Credit Agreement) and (ii) the Second Lien Agent shall have received (x) the First Omnibus Amendment dated as of this Amendment. Upon satisfaction of all of the date hereofforegoing, duly authorized, executed and delivered by and among the Borrower, the guarantors party thereto, the lenders party thereto (constituting “Required Lenders” as defined in the Existing Credit Agreement) and the First Lien Agent and (y) the Second Lien Amendment, dated as of the date hereof, duly authorized, executed and delivered by and among the Borrower, the guarantors party thereto, the purchasers party thereto (constituting “Requisite Purchasers” as defined in the Existing Second Lien Securities Purchase Agreement) and the Second Lien Agentthis Amendment shall become effective.