Common use of Conditions Precedent to Effectiveness Clause in Contracts

Conditions Precedent to Effectiveness. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent, unless specifically waived in writing by Agent (the date on which the conditions have been satisfied or waived in writing by Agent, the “Effective Date”): (a) Agent shall have received a duly executed version of the following documents, in each case, in form and substance satisfactory to Agent: (i) this Amendment; (ii) that certain Officer’s Closing Certificate, dated as of the date hereof, made by Xxxxxxx in favor of Agent; (iii) a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify (i) copies of resolutions in form and substance reasonably satisfactory to Agent, of the board of directors (or other equivalent governing body, member or partner) of such Borrower authorizing the execution, delivery and performance of this Amendment and any Other Document related thereto, (ii) the incumbency and signature of the officers of such Borrower authorized to execute this Amendment and such Other Documents, (iii) copies of the Organizational Documents of such Borrower as in effect on such date, complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation or related document, by the Secretary of State or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement and Limited Consent of formation not more than thirty (30) days prior to the date hereof and (iv) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the date hereof, issued by the Secretary of State or other appropriate official of such jurisdiction; (iv) executed legal opinions of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP and Xxxxxx Xxxxxxx LLP, which shall cover such matters incident to the transactions contemplated by this Amendment and related agreements as Agent may reasonably require; and (v) all other documents and information as shall be reasonably requested by Agent or any Lender; (b) Agent shall have received updated lien searches on each Borrower, the results of which shall be satisfactory to the Agent and the Required Lenders and shall reveal no liens other than Permitted Encumbrances; (c) The representations and warranties made by the Loan Parties contained herein and in the Credit Agreement, as amended hereby, and the Other Documents, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the date hereof, as if those representations and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other date; (d) No Default or Event of Default shall exist under the Credit Agreement or any of the Other Documents, and no Default or Event of Default will result under the Credit Agreement or any Other Documents from the execution, delivery or performance of this Amendment; and (e) Agent shall have received payment of all fees and expenses incurred by Agent and the Required Lenders in connection with the Credit Agreement, the Other Documents and this Amendment.

Conditions Precedent to Effectiveness. The effectiveness This Agreement shall become effective on and as of this Amendment is subject to the satisfaction first date on which each of the following conditions precedent, unless specifically waived in writing by Agent is satisfied (the date on which the conditions have been satisfied or waived in writing by Agent, the “Effective Date”accordance with Section 10.02): (a) The Administrative Agent (or its counsel) shall have received (i) a counterpart of this Agreement duly executed on behalf of each party hereto, and (ii) counterparts of any other Loan Document duly executed on behalf of each party thereto; (b) The Administrative Agent (or its counsel) shall have received a duly executed version written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) from (i) Xxxxxx & Xxxxxx LLP, special counsel to the Borrower and (ii) an associate general counsel, deputy general counsel or the general counsel of the following documentsBorrower or Anadarko, in each case, in form and substance satisfactory reasonably acceptable to Agent: (i) this Amendment; (ii) that certain Officer’s Closing Certificate, dated as of the date hereof, made by Xxxxxxx in favor of Administrative Agent; (iiic) The Administrative Agent (or its counsel) shall have received a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as a responsible officer of the date hereof which shall certify General Partner, as general partner of and on behalf of the Borrower, dated the Effective Date, attaching and certifying as to (i) copies of the resolutions in form and substance reasonably satisfactory to Agent, of the board Board of directors (or other equivalent governing bodyDirectors of the General Partner, member or partner) as general partner of such Borrower and on behalf of the Borrower, authorizing the execution, delivery and performance of this Amendment Agreement and any Other Document related theretothe execution, issuance, delivery and performance of the other Loan Documents, (ii) the incumbency and signature organizational documents of the officers Borrower (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Borrower authorized to execute this Amendment and such Other DocumentsGovernmental Authority), (iii) copies the good standing, existence or its equivalent of the Organizational Documents Borrower and (iv) certificates of such incumbency with respect to responsible officers of the Borrower; (d) The Administrative Agent, the Arrangers and the Lenders shall have received, to the extent invoiced at least two (2) Business Days prior to the Effective Date (unless the Borrower as in effect otherwise consents), all fees and other amounts due and payable on such datethe Effective Date, complete with including reimbursement or payment of all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation out-of-pocket expenses required to be reimbursed or related document, paid by the Secretary of State Borrower hereunder; (i) To the extent reasonably requested by the Administrative Agent or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement and Limited Consent of formation not more than thirty any Lender in writing at least ten (3010) business days prior to the date hereof and (iv) Effective Date, the good standing (Administrative Agent or equivalent status) of such Borrower in its jurisdiction of organizationLender, as evidenced by good standing certificate(sthe case may be, shall have received, at least three (3) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days Business Days prior to the date hereofEffective Date, issued by the Secretary of State or all documentation and other appropriate official of such jurisdiction; (iv) executed legal opinions of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP information required under applicable “know-your-customer” and Xxxxxx Xxxxxxx LLPanti-money laundering rules and regulations, which shall cover such matters incident including but not restricted to the transactions contemplated by this Amendment USA Patriot Act, that was to ensure compliance therewith and related agreements (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent may reasonably requireor any Lender that has requested in writing a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification; and (v) all other documents and information as shall be reasonably requested by Agent or any Lender; (b) Agent shall have received updated lien searches on each Borrower, the results of which shall be satisfactory to the Agent and the Required Lenders and shall reveal no liens other than Permitted Encumbrances; (cf) The representations and warranties made by the Loan Parties contained herein and in the Credit Agreement, as amended hereby, and the Other Documents, shall be ARTICLE III are true and correct accurate in all material respects (without duplication of any unless qualified by materiality qualifier contained thereinor Material Adverse Change, in which case such representation and warranty is true and accurate in all respects) on and as of the date hereof, as if those Effective Date (except to the extent that such representations and warranties were made for the first time on such relate solely to an earlier date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other date); (dg) No Default or Event of Default There shall exist under the Credit Agreement or any of the Other Documents, and no Default or Event of Default will result under the Credit Agreement or any Other Documents from the execution, delivery or performance of this Amendmentnot have occurred a Material Adverse Change; and (eh) The Administrative Agent (or its counsel) shall have received payment a certificate of all fees a responsible officer of the General Partner, as general partner and expenses incurred by Agent on behalf of the Borrower, certifying as to the satisfaction of conditions specified in Section 7.01(f) and the Required Lenders in connection with the Credit Agreement, the Other Documents and this Amendment(g).

Conditions Precedent to Effectiveness. The effectiveness obligation of this Amendment the Lender to make any Term Loan hereunder is subject to the satisfaction of condition precedent that, on or before the following conditions precedent, unless specifically waived in writing by Agent (the date on which the conditions have been satisfied or waived in writing by AgentClosing Date, the “Effective Date”): (a) Agent Lender shall have received a duly executed version each of the following documentsfollowing, in each case, in form and substance satisfactory to Agentthe Lender: (ia) this AmendmentAgreement, the Collateral Documents and the other Loan Documents to be entered into on the Closing Date, each signed by a Responsible Officer of each Loan Party and a duly authorized officer of each other party thereto, together with all other original items required to be delivered pursuant to the Collateral Documents or any other Loan Document; (ii) that certain Officer’s Closing Certificate, dated as of the date hereof, made by Xxxxxxx in favor of Agent; (iiib) a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) a Responsible Officer of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify Loan Party, attaching (i) copies of resolutions in form and substance reasonably satisfactory to Agent, of the board of directors (or other equivalent governing body, member or partner) of such Borrower authorizing the execution, delivery and performance of this Amendment and any Other Document related thereto, (ii) the incumbency and signature of the officers of such Borrower authorized to execute this Amendment and such Other Documents, (iii) copies of the Organizational Documents of such Borrower as in effect on Loan Party, (ii) resolutions or other action of the Governing Board of such date, complete with all amendments thereto, certified, in Loan Party approving the case of any Certificate of Formation, Certificate of Incorporation or related document, transactions and other matters contemplated by the Secretary Loan Documents to which it is a party, and (iii) an incumbency certificate evidencing the identity, authority and capacity of State or other appropriate official each Responsible Officer of such Borrower’s jurisdiction [Innovex] Third Amendment Loan Party authorized to 2nd A&R Credit act as a Responsible Officer in connection with this Agreement and Limited Consent of formation not more than thirty the other Loan Documents to which it is a party; (30c) days prior such other documents and certificates as the Lender may request relating to the date hereof organization, existence and (iv) the good standing of each Loan Party and any other legal matters relating to the Loan Parties, the Loan Documents or the transactions contemplated thereby; (d) a certificate of status, compliance or equivalent status) like certificate for each Loan Party and Subsidiary from the appropriate Governmental Authority of the jurisdiction of incorporation or formation of such Borrower in its Person and each jurisdiction of organizationwhere it is required to qualify to do business, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) each dated not more than thirty (30) days prior to the date hereof, issued by the Secretary of State or other appropriate official of such jurisdictionClosing Date; (ive) a certificate of a Responsible Officer of the Company, dated as of the Closing Date and attaching reasonably detailed calculations demonstrating pro forma compliance with the minimum Liquidity covenant set forth in Section 6.8(d) after giving effect to the Term Loans to be funded on the Closing Date; (f) an appropriately completed Perfection Certificate with respect to the Borrowers and the other Loan Parties, dated as of the Closing Date and duly executed legal by a Responsible Officer of the Borrowers; (g) one or more opinions of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP counsel to the Loan Parties, addressed to the Lender and Xxxxxx Xxxxxxx LLPdated the Closing Date, in form and substance satisfactory to the Lender (covering the jurisdiction of formation of each Loan Party, the jurisdiction of the governing law of each Loan Document and the jurisdiction in which any Farm Project Site is located, as applicable); (h) with respect to the Existing Bridge Indebtedness and any other Indebtedness or other obligations owing by the Loan Parties to any Exiting Lenders: (i) evidence that all such Indebtedness has been, or as of the Closing Date will be, repaid in full in cash and all such obligations have been, or as of the Closing Date will be, terminated; (ii) a payoff letter (accompanied by such other discharges, releases (including, without limitation, mortgage releases), terminations or other documents as the Lender may request in its sole discretion), in each case duly executed by the Exiting Lenders or their agent, as applicable, releasing effective as of the Closing Date all Liens on any assets of any Loan Parties or any Subsidiaries of any Loan Party granted in favor of the Exiting Lenders upon receipt of the payoff amount on the Closing Date and authorizing the Borrowers, the Lender or their respective designees to file UCC-3 termination statements and such other releases and terminations as necessary to terminate any and all such Liens; (i) Lien searches with respect to the Loan Parties and any Subsidiary in scope satisfactory to the Lender and with results showing no Liens (other than Liens in favor of the Lender, other Permitted Liens and Liens authorized to be released on the Closing Date in accordance with Section 4.1(h)) and otherwise satisfactory to the Lender; (j) UCC financing statements for each jurisdiction as is necessary, in the Lender’s sole discretion, to perfect the Lender’s security interest in the Collateral to the extent such Liens can be perfected by filing or recordation; (k) an executed Account Control Agreement with respect to (i) the Interest Reserve Account and (ii) each other deposit, securities and commodity account of the Loan Parties (other than Excluded Accounts); (l) a written consent, duly executed by Holdings and confirming that this Agreement, the other Loan Documents, the Term Loan Facility and the Liens created pursuant to any Loan Document to secure the Obligations are permitted under, and do not conflict with or contravene, the SPAC Merger Agreement; (m) a disbursement letter, duly executed by the Borrowers and demonstrating, among other things, that the Interest Reserve Account shall cover be funded with the Minimum Interest Amount required on such matters incident date in accordance with Section 5.17; (n) evidence from the Borrowers that all material governmental and third-party consents required to effectuate the transactions contemplated by this Amendment and related agreements as Agent may reasonably require; and (v) all other documents and information as shall be reasonably requested by Agent or any Lenderthe Loan Documents have been obtained; (bo) Agent shall have received updated lien searches on each Borrowertrue, correct and complete copies of the Closing Date Warrant Agreement and all other Material Agreements then in effect (including, without limitation, to the extent not previously delivered to the Lender, all Farm Lease Agreements then in effect) of the Borrowers, the results Guarantors and any Subsidiary, each of which shall be satisfactory to the Agent Lender, together with such Collateral Assignments of such Material Agreements and acknowledgments by such counterparties as may be reasonably requested by the Required Lenders and shall reveal no liens other than Permitted EncumbrancesLender in its sole discretion, duly executed by the parties thereto; (cp) The representations at least five (5) Business Days prior to the Closing Date (or such shorter period as may be approved by the Lender in its sole discretion), completed background checks and warranties made such other documentation and information requested by (or on behalf of) the Lender, in each case satisfactory to the Lender, including information required by Lender to satisfy any “know your customer” requirements, including, without limitation, the Beneficial Ownership Certification; (q) evidence that adequate liability, property, business interruption and builder’s risk insurance required to be maintained under this Agreement is in full force and effect, in each case together with certificates naming the Lender as additional insured, mortgagee and lender’s loss payee, as applicable, with respect to the Collateral and, in the case of any business interruption insurance, accompanied by an assignment of such business interruption insurance in favor of the Lender signed by the Loan Parties contained herein and in the Credit Agreement, as amended hereby, and the Other Documents, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the date hereof, as if those representations and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other dateapplicable insurer; (dr) No Default payment of (i) all fees, costs and expenses then due and payable pursuant to Section 8.3 hereof, to the extent invoiced on or Event prior to the date hereof and (ii) payment of Default shall exist under such fees as are set forth in the Credit Agreement or any of the Other Documents, and no Default or Event of Default will result under the Credit Agreement or any Other Documents from the execution, delivery or performance of this AmendmentFee Letter; and (es) Agent shall have received payment of all fees such financial statements, budgets, forecasts, projections and expenses incurred by Agent and any other information or documents as the Required Lenders in connection with the Credit Agreement, the Other Documents and this AmendmentLender reasonably requests.

Conditions Precedent to Effectiveness. The effectiveness of this Amendment is Refinancing Facility Agreement shall be subject to the satisfaction or waiver by the New Revolving Lenders and the New Term Lenders of the following conditions precedent, unless specifically waived in writing by Agent precedent (the date on which the such conditions have been precedent are first satisfied or waived in writing by Agentwaived, the “Refinancing Facility Agreement Effective Date”): (a) The Agent shall have received counterparts of this Refinancing Facility Agreement that, when taken together, bear the signatures of (i) the Borrower, Holdings and each of the Subsidiary Loan Parties, (ii) the Agent, (iii) each of the New Revolving Lenders, (iv) each of the New Term Lenders and (v) each of the Converting Term Lenders (which, for the avoidance of doubt, together with the New Term Lenders, constitute the Required Lenders under the Existing Credit Agreement). (b) The Agent shall have received a duly executed version favorable written opinion (addressed to the Agent, the Lenders and the Issuing Banks and dated the Refinancing Facility Agreement Effective Date) of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, special counsel for the following documentsLoan Parties, in each case, in form and substance satisfactory to Agent: (i) this Amendment; (ii) that certain Officer’s Closing Certificate, dated as of the date hereof, made by Xxxxxxx in favor of Agent; (iii) a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify (i) copies of resolutions in customary form and substance reasonably satisfactory to the Agent. (c) The Agent shall have received a copy of (i) each organizational document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority, (ii) signature and incumbency certificates of the officers of each Loan Party executing the Loan Documents to which it is a party, (iii) resolutions of the board of directors (or other equivalent governing bodybody or sole member, member or partneras applicable) of such Borrower each Loan Party approving and authorizing the execution, delivery and performance of this Amendment Loan Documents to which it is a party, certified as of the Refinancing Facility Agreement Effective Date by its secretary or an assistant secretary as being in full force and any Other Document related theretoeffect, and (iv) a good standing certificate from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation. (d) The Agent shall have received a certificate, dated the Refinancing Facility Agreement Effective Date and signed by the chief executive officer or the chief financial officer of each of Holdings and Borrower, confirming that the representations and warranties set forth in Section 5 above are true and correct on and as of the Refinancing Facility Agreement Effective Date. (e) The Agent shall have received from the Borrower payment in immediately available funds of (i) all fees and other amounts required to be paid on the Refinancing Facility Agreement Effective Date pursuant to the Engagement Letter dated as of March 28, 2017 (the “Engagement Letter”), among the Borrower, JPMorgan Chase Bank, N.A., Bank of America, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxxx Sachs Bank USA, SunTrust Xxxxxxxx Xxxxxxxx, Inc. and SunTrust Bank and the Administrative Agent Fee Letter dated as of March 28, 2017, by and between the Borrower and JPMorgan Chase Bank, N.A., (ii) all reasonable out-of-pocket expenses required to be paid pursuant to the incumbency and signature of Engagement Letter or Section 9 hereof, in each case, to the officers of such Borrower authorized extent invoiced at least one Business Day prior to execute this Amendment and such Other Documentsthe Refinancing Facility Agreement Effective Date, (iii) copies an upfront fee, for the account of each New Revolving Lender party hereto, in an amount equal to 0.50% of the Organizational Documents aggregate amount of each such Borrower as in effect on such date, complete with all amendments thereto, certified, in New Revolving Lender’s New Revolving Commitment (whether used and unused) under the case of any Certificate of Formation, Certificate of Incorporation or related document, by the Secretary of State or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Amended and Restated Credit Agreement and Limited Consent as of formation not more than thirty (30) days prior to the date hereof Refinancing Facility Agreement Effective Date and (iv) the good standing aggregate principal amount of all Existing Term Loans (other than Converted Term Loans), together with all accrued and unpaid interest and fees with respect to all Term Loans, Revolving Loans and Revolving Commitments outstanding on the Refinancing Facility Agreement Effective Date immediately prior to giving effect to this Refinancing Facility Agreement. Each Converting Term Lender shall receive an upfront fee in an amount equal to 0.50% of the aggregate principal amount of such Converting Term Lender’s Converted Loans and each New Term Lender shall fund its New Term Loans with original issue discount equal to 0.50%. (f) The Collateral and Guarantee Requirement shall continue to be satisfied as of the Refinancing Facility Agreement Effective Date and the Agent shall have received (i) a completed Perfection Certificate dated the Refinancing Facility Agreement Effective Date and signed by a Financial Officer of each of Holdings and the Borrower, together with all attachments contemplated thereby and (ii) the results of a search of the Uniform Commercial Code (or equivalent statusequivalent) filings made with respect to Holdings, the Borrower and the Subsidiary Loan Parties in the jurisdictions contemplated by the Perfection Certificate. (g) The Agent shall have received a certificate, substantially in the form of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior Exhibit G to the date hereofExisting Credit Agreement, issued by from the Secretary chief financial officer of State or other appropriate official Holdings certifying as to the solvency of such jurisdiction; (iv) executed legal opinions of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP Holdings and Xxxxxx Xxxxxxx LLP, which shall cover such matters incident its subsidiaries on a consolidated basis on the Refinancing Facility Agreement Effective Date after giving effect to the transactions contemplated by this Amendment and related agreements as Agent may reasonably require; andhereby. (vh) all other documents and information as shall be reasonably requested by Agent or any Lender; (b) The Agent shall have received updated lien searches on each Borrower, the results of which shall be satisfactory to the Agent all documentation and the Required Lenders and shall reveal no liens other than Permitted Encumbrances; (c) The representations and warranties made by information about the Loan Parties contained herein as has been reasonably requested by the Agent at least five Business Days prior to the Refinancing Facility Agreement Effective Date and in that it reasonably determines is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Credit Agreement, as amended hereby, and the Other Documents, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the date hereof, as if those representations and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other date;USA PATRIOT Act. (di) No Default or Event of Default shall exist under the Credit Agreement or any of the Other Documents, and no Default or Event of Default will result under the Credit Agreement or any Other Documents from the execution, delivery or performance of this Amendment; and (e) The Agent shall have received payment a Borrowing Request pursuant to Section 2.03 of all fees the Amended and expenses incurred by Agent and the Required Lenders in connection with the Restated Credit Agreement, the Other Documents and this Amendment.

Conditions Precedent to Effectiveness. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent, unless specifically waived in writing by Agent (the first date on upon which the all such conditions have been satisfied or waived in writing by Agent, being herein called the (“Effective Date”)): (a) Agent shall have received a this Amendment duly executed version of by the following documentsBorrowers, Agent, and each Lender party hereto. (b) PNC Bank, National Association shall have received an amended and restated Note in an amount equal to its Revolving Commitment Amount duly executed by each caseBorrower. (c) Agent shall have received a fee letter, in form and substance satisfactory to Agent:, duly executed by Agent and each Borrower (the “Amendment Fee Letter”). (id) this Amendment; (ii) that certain Officer’s Closing Certificate, dated as of the date hereof, made by Xxxxxxx in favor of Agent; (iii) Agent shall have received a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify and attach (i) copies of resolutions in form and substance reasonably satisfactory to Agent, of the board of directors (or other equivalent governing body, member or partner) of such Borrower authorizing the execution, delivery and performance of this Amendment and any each Other Document related theretoexecuted or delivered in connection with this Amendment to which such Borrower is a party, (ii) the incumbency and signature of the officers of such Borrower authorized to execute this Amendment and such the Other Documents, (iii) true, correct and complete copies of the Organizational Documents of such Borrower as in effect on such date, complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation or related document, by the Secretary of State or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement and Limited Consent of formation not more than thirty (30) days prior to the date hereof hereof, and (iv) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) (organization or the equivalent thereof issued by any applicable jurisdiction) formation dated not more than thirty (30) days prior to the date hereof, issued by the Secretary of State or other appropriate official of each such applicable jurisdiction;. (ive) Agent shall have received the executed legal opinions opinion of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx Milbank LLP and Xxxxx Xxxxxx Xxxxxxx LLP, LLP in form and substance satisfactory to Agent which shall cover such matters incident to the transactions contemplated by this Amendment and related agreements the Note executed in connection with this Amendment as Agent may reasonably require; andrequire and each Borrower hereby authorizes and directs such counsel to deliver such opinions to Agent and Lenders. (v) all other documents and information as shall be reasonably requested by Agent or any Lender; (bf) Agent shall have received updated the UCC and tax lien searches on in respect of each Borrower’s state of organization or chief executive office location, the results as applicable, each of which results shall be satisfactory to the Agent and the Required Lenders and shall not reveal no liens any Liens other than Permitted Encumbrances;. (cg) The Borrowers shall have made a principal payment on the Term Loan in an amount equal to $1,000,000 on the date hereof. (h) Payment to the Agent of all fees required to be paid and documented out-of-pocket expenses incurred by Agent in connection with the Credit Agreement, the Amendment Fee Letter, the Other Documents, or this Amendment and presented to the Borrowers for payment prior to the Effective Date. [PHI Group] Second Amendment to Credit Agreement (i) Upon the occurrence of the Effective Date, each of the representations and warranties made by the Loan Parties contained herein and any Borrower in or pursuant to this Amendment, the Credit Agreement, as amended hereby, and the Other Documents, Documents to which it is a party shall be true and correct in all material respects (without duplication of any unless already qualified by materiality qualifier contained thereinin such specific provision) on and as of the date hereof, hereof as if those representations made on and warranties were made for the first time on as of such date, except for those to the extent such representations and warranties that are specifically made as of another date relate to an earlier date, in which case such representations and warranties shall be have been true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of such other earlier date;. (dj) No Upon the occurrence of the Effective Date, no Default or Event of Default shall exist under the Credit Agreement or any of the Other Documents, have occurred and no be continuing unless such Default or Event of Default will result under the Credit Agreement or any Other Documents from the execution, delivery or performance of this Amendment; and (e) Agent shall have received payment of all fees and expenses incurred has been specifically waived in writing by Agent and the Required Lenders in connection with the Credit Agreement, the Other Documents and this AmendmentAgent.

Conditions Precedent to Effectiveness. The effectiveness of this This Amendment is subject to shall be effective upon the satisfaction date (such date, the “First Amendment Effective Date”) that each of the following conditions precedent, unless specifically waived in writing by Agent (the date on which the conditions have been satisfied or waived in writing by Agent, the “Effective Date”):is satisfied: (a) The Administrative Agent shall have received a counterpart signature page of this Amendment duly executed version by (i) each Agent, (ii) the Borrower, (iii) the Required Lenders and (iv) each Revolving Lender with an increased Revolving Facility Commitment that is being effected pursuant to this Amendment; (b) The Administrative Agent shall have received a copy of a duly executed amendment to the following documentsSecond Lien Credit Agreement, in each case, which shall be in form and substance satisfactory to Agent: (i) this Amendment; (ii) that certain Officer’s Closing Certificate, dated as of the date hereof, made by Xxxxxxx in favor of Administrative Agent; (iiic) The Administrative Agent shall have received a certificate customary legal opinion of Dechert LLP, special counsel to the Secretary or Assistant Secretary (or Borrower and the other equivalent officerLoan Parties, partner or manager) of each Borrower in connection with this Amendment, which shall be in form and substance satisfactory to the Administrative Agent; (d) The Administrative Agent dated as shall have received a certificate from the secretary of the date hereof which shall certify each Loan Party (i) copies certifying to and attaching resolutions authorizing the transactions contemplated by the Amendment and, in the case of resolutions the Borrower, the borrowing of Revolving Loans pursuant to the Additional Revolving Commitment, which shall be in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors (or other equivalent governing body, member or partner) of such Borrower authorizing the execution, delivery and performance of this Amendment and any Other Document related thereto, (ii) the incumbency and signature of the officers of such Borrower authorized to execute this Amendment and such Other Documents, (iii) copies of certifying that the Organizational Documents of such Borrower Loan Party have not been amended, amended and restated or otherwise modified since the Closing Date (or attaching such amendments or other modifications), and (iii) attaching a certificate of good standing (to the extent such concept or a similar concept exists under the laws of such Loan Party’s jurisdiction of organization) of such Loan Party (other than DBG Holdings Subsidiary Inc. (“DBG Holdings”) and Hxxxxx Clothing, LLC (“Hxxxxx Clothing”)) as in effect on such date, complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation or related document, by a recent date from the Secretary of State (or other appropriate official similar official) of the jurisdiction or organization of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement and Limited Consent of formation not more than thirty (30) days prior to the date hereof and (iv) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the date hereof, issued by the Secretary of State or other appropriate official of such jurisdictionLoan Party; (ive) executed legal opinions The Administrative Agent shall have received a certificate from the Chief Financial Officer of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP and Xxxxxx Xxxxxxx LLP, which shall cover such matters incident the Borrower certifying to the transactions contemplated by this matters set forth in Section 3(d) hereof; (f) The Borrower shall have paid to Revolver Agent the Amendment and related agreements as Agent may reasonably requireFee; and (vg) all other documents and information as shall be reasonably requested by Agent or any Lender; (b) Agent The Borrower shall have received updated lien searches on each Borrower, paid all reasonable and documented out-of-pocket fees and expenses of the results of which shall be satisfactory Agents to the Agent extent (i) invoiced at least one (1) Business Day prior hereto and the Required Lenders and shall reveal no liens other than Permitted Encumbrances; (cii) The representations and warranties made by the Loan Parties contained herein and in required to be paid pursuant to Section 9.05(a) of the Credit Agreement, as amended hereby, and the Other Documents, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the date hereof, as if those representations and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other date; (d) No Default or Event of Default shall exist under the Credit Agreement or any of the Other Documents, and no Default or Event of Default will result under the Credit Agreement or any Other Documents from the execution, delivery or performance of this Amendment; and (e) Agent shall have received payment of all fees and expenses incurred by Agent and the Required Lenders in connection with the Credit Agreement, the Other Documents and this Amendment.

Conditions Precedent to Effectiveness. The effectiveness This Amendment will become effective on the date (the “Second Amendment Effective Date”) on which each of this Amendment is subject the following conditions has been satisfied to the satisfaction of the following conditions precedent, unless specifically waived in writing by Agent (the date on which the conditions have been satisfied or waived in writing by Administrative Agent, the “Effective Date”):: (a) the Administrative Agent shall have received a counterpart of this Amendment, duly executed version of and delivered by the following documentsBorrower, Holdings, all other Loan Parties, all Lenders (including the New Lenders), and the Administrative Agent; (b) for any Lender (including any New Lender) that has requested a new and/or replacement (as applicable) promissory note prior to the Second Amendment Effective Date, the Administrative Agent shall have received such duly executed promissory note issued by the Borrower payable to such Lender that requested the same; (c) the Administrative Agent shall have received (i) a duly executed amendment to the Note Purchase Agreement and (ii) a duly executed amendment to the Intercreditor Agreement, in each case, case in form and substance reasonably satisfactory to Agent: (i) this Amendment; (ii) that certain Officer’s Closing Certificate, dated as of the date hereof, made by Xxxxxxx in favor of Administrative Agent; (iiid) the Administrative Agent shall have received written opinions of Xxxxxx LLP and Squire Xxxxxx Xxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, this Amendment, the Loan Documents and the transactions contemplated therein as the Administrative Agent shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent and the Lenders); (e) the Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower Loan Party in form and substance satisfactory to Agent dated as of the date hereof which shall certify (i) Administrative Agent, attaching and certifying copies of (x) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Loan Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and (z) the resolutions in form and substance reasonably satisfactory to Agent, of the its board of directors (or other equivalent governing body, member or partner) of such Borrower comparable organizational documents and authorizations, authorizing the execution, delivery and performance of this Amendment and any Other Document related theretothe other Loan Documents to which it is a party and certifying the name, (ii) the incumbency title and true signature of the officers each officer of such Borrower authorized to execute Loan Party executing this Amendment and such Other Documentsthe Loan Documents to which it is a party; (f) the Administrative Agent shall have received certificates of good standing or existence, (iii) copies of the Organizational Documents of such Borrower as in effect on such date, complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation or related document, by may be available from the Secretary of State or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement and Limited Consent of formation not more than thirty (30) days prior to the date hereof and (iv) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the date hereof, issued by the Secretary organization of State or other appropriate official of such jurisdictioneach Loan Party; (ivg) executed legal opinions of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP and Xxxxxx Xxxxxxx LLP, which shall cover such matters incident to the transactions contemplated by this Amendment and related agreements as Agent may reasonably require; and (v) all other documents and information as shall be reasonably requested by Agent or any Lender; (b) Administrative Agent shall have received updated lien searches on each Borrower, one or more duly executed borrowing notices from the results of which shall be satisfactory Borrower in form and substance reasonably acceptable to the Administrative Agent with respect to the Term Loans and any Revolving Loans to be made on the Second Amendment Effective Date (it being understood and agreed that the Administrative Agent and each Lender party hereto waives (i) the Required advance notice requirement under Section 2.3 of the Existing Loan Agreement for Eurodollar Borrowings solely with respect to such Eurodollar Borrowings to be funded on the Second Amendment Effective Date and (ii) any losses, costs or expenses owing to such Lenders and shall reveal no liens other than Permitted Encumbrancespursuant to Section 2.19 of the Existing Loan Agreement solely as a result of the refunding of any Eurodollar Loans on the Second Amendment Effective Date); (ch) The the Administrative Agent shall have received a certificate dated as of the Second Amendment Effective Date and signed by a Responsible Officer (i) certifying that immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date, (A) no Default or Event of Default exists or will result therefrom, (B) all representations and warranties made by of each Loan Party set forth in the Loan Parties contained herein and in the Credit Agreement, as amended hereby, and the Other Documents, shall be Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the date hereof, as if those representations and warranties were made for the first time on such date, except for other than those representations and warranties that are specifically made as of another date expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all material respects respects) and (without duplication C) since the date of any materiality qualifier contained thereinthe financial statements of the Borrower described in Section 4.4 of the Existing Loan Agreement, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect, (ii) confirming that the Loan Parties and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date and (iii) that attaches a duly completed and executed Compliance Certificate, including calculations of the financial covenants set forth in Article VI of the Amended Loan Agreement as of such other dateJuly 30, 2020; (di) No Default The Administrative Agent shall have received the results of recent lien and judgment searches in each of the jurisdictions in which UCC financing statements or Event similar filings or recordations should be made to evidence or perfect security interests in all assets of Default the Loan Parties, and such searches shall exist under the Credit Agreement or reveal no Liens on any of the Other Documentsassets of the Loan Party, except for Permitted Liens or Liens to be discharged on or prior to the Second Amendment Effective Date; (j) the Administrative Agent shall have received (i) an upfront fee in an amount equal to $400,000, for the benefit of each of the Lenders in accordance with their Pro Rata Share of all Revolving Commitments and no Default or Event of Default will result Term Loans under the Amended Credit Agreement or any Other Documents from and (ii) payment all other fees, expenses and other amounts owing to the executionAdministrative Agent, delivery or performance Truist Securities (f/k/a SunTrust Xxxxxxxx Xxxxxxxx, Inc.) and the Lenders in accordance with that certain engagement letter dated September 10, 2020 executed by Truist Securities and accepted by the Borrower; (k) the Administrative Agent shall have received evidence that all fees, charges and disbursements of this Amendmentcounsel to the Administrative Agent have been paid by the Borrower; and (el) the Administrative Agent shall have received payment information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of all fees and expenses incurred by Agent and compliance with applicable “know your customer” requirements under the Required Lenders in connection with the Credit Agreement, the Other Documents and this AmendmentPatriot Act or other applicable anti-money laundering laws.

Conditions Precedent to Effectiveness. The effectiveness obligation of this Amendment the Lender to make any Term Loan hereunder is subject to the satisfaction of condition precedent that, on or before the following conditions precedent, unless specifically waived in writing by Agent (the date on which the conditions have been satisfied or waived in writing by AgentClosing Date, the “Effective Date”): (a) Agent Lender shall have received a duly executed version each of the following documentsfollowing, in each case, in form and substance satisfactory to Agentthe Lender: (ia) this AmendmentAgreement, the Collateral Documents and the other Loan Documents to be entered into on the Closing Date, each signed by a Responsible Officer of each Loan Party and a duly authorized officer of each other party thereto, together with all other original items required to be delivered pursuant to the Collateral Documents or any other Loan Document; (ii) that certain Officer’s Closing Certificate, dated as of the date hereof, made by Xxxxxxx in favor of Agent; (iiib) a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) a Responsible Officer of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify Loan Party, attaching (i) copies of resolutions in form and substance reasonably satisfactory to Agent, of the board of directors (or other equivalent governing body, member or partner) of such Borrower authorizing the execution, delivery and performance of this Amendment and any Other Document related thereto, (ii) the incumbency and signature of the officers of such Borrower authorized to execute this Amendment and such Other Documents, (iii) copies of the Organizational Documents of such Borrower as in effect on Loan Party, (ii) resolutions or other action of the Governing Board of such date, complete with all amendments thereto, certified, in Loan Party approving the case of any Certificate of Formation, Certificate of Incorporation or related document, transactions and other matters contemplated by the Secretary Loan Documents to which it is a party, and (iii) an incumbency certificate evidencing the identity, authority and capacity of State or other appropriate official each Responsible Officer of such Borrower’s jurisdiction [Innovex] Third Amendment Loan Party authorized to 2nd A&R Credit act as a Responsible Officer in connection with this Agreement and Limited Consent of formation not more than thirty the other Loan Documents to which it is a party; (30c) days prior such other documents and certificates as the Lender may request relating to the date hereof organization, existence and (iv) the good standing of each Loan Party and any other legal matters relating to the Loan Parties, the Loan Documents or the transactions contemplated thereby; (d) a certificate of status, compliance or equivalent status) like certificate for each Loan Party and Subsidiary from the appropriate Governmental Authority of the jurisdiction of incorporation or formation of such Borrower in its Person and each jurisdiction of organizationwhere it is required to qualify to do business, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) each dated not more than thirty (30) days prior to the date hereof, issued by the Secretary of State or other appropriate official of such jurisdictionClosing Date; (ive) a certificate of a Responsible Officer of the Company, dated as of the Closing Date and attaching reasonably detailed calculations demonstrating pro forma compliance with the minimum Liquidity covenant set forth in Section 6.8(d) after giving effect to the Term Loans to be funded on the Closing Date; (f) an appropriately completed Perfection Certificate with respect to the Borrowers and the other Loan Parties, dated as of the Closing Date and duly executed legal by a Responsible Officer of the Borrowers; (g) one or more opinions of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP counsel to the Loan Parties, addressed to the Lender and Xxxxxx Xxxxxxx LLPdated the Closing Date, in form and substance satisfactory to the Lender (covering the jurisdiction of formation of each Loan Party, the jurisdiction of the governing law of each Loan Document and the jurisdiction in which shall cover any Farm Project Site is located, as applicable); (h) with respect to the Existing Bridge Indebtedness and any other Indebtedness or other obligations owing by the Loan Parties to any Exiting Lenders: (i) evidence that all such matters incident Indebtedness has been, or as of the Closing Date will be, repaid in full in cash and all such obligations have been, or as of the Closing Date will be, terminated; (ii) a payoff letter (accompanied by such other discharges, releases (including, without limitation, mortgage releases), terminations or other documents as the Lender may request in its sole discretion), in each case duly executed by the Exiting Lenders or their agent, as applicable, releasing effective as of the Closing Date all Liens on any assets of any Loan Parties or any Subsidiaries of any Loan Party granted in favor of the Exiting Lenders upon receipt of the payoff amount on the Closing Date and authorizing the Borrowers, the Lender or their respective designees to file UCC-3 termination statements and such other releases and terminations as necessary to terminate any and all such Liens; (i) Lien searches with respect to the Loan Parties and any Subsidiary in scope satisfactory to the Lender and with results showing no Liens (other than Liens in favor of the Lender, other Permitted Liens and Liens authorized to be released on the Closing Date in accordance with Section 4.1(h)) and otherwise satisfactory to the Lender; (j) UCC financing statements for each jurisdiction as is necessary, in the Lender’s sole discretion, to perfect the Lender’s security interest in the Collateral to the extent such Liens can be perfected by filing or recordation; (k) an executed Account Control Agreement with respect to (i) the Debt Service Reserve Account and (ii) each other deposit, securities and commodity account of the Loan Parties (other than Excluded Accounts); (l) a written consent, duly executed by Holdings and confirming that this Agreement, the other Loan Documents, the Term Loan Facility and the Liens created pursuant to any Loan Document to secure the Obligations are permitted under, and do not conflict with or contravene, the SPAC Merger Agreement; (m) [reserved]; (n) evidence from the Borrowers that all material governmental and third-party consents required to effectuate the transactions contemplated by this Amendment and related agreements as Agent may reasonably require; and (v) all other documents and information as shall be reasonably requested by Agent or any Lenderthe Loan Documents have been obtained; (bo) Agent shall have received updated lien searches on each Borrowertrue, correct and complete copies of the Closing Date Warrant Agreement and all other Material Agreements then in effect (including, without limitation, to the extent not previously delivered to the Lender, all Farm Lease Agreements then in effect) of the Borrowers, the results Guarantors and any Subsidiary, each of which shall be satisfactory to the Agent Lender, together with such Collateral Assignments of such Material Agreements and acknowledgments by such counterparties as may be reasonably requested by the Required Lenders and shall reveal no liens other than Permitted EncumbrancesLender in its sole discretion, duly executed by the parties thereto; (cp) The representations at least five (5) Business Days prior to the Closing Date (or such shorter period as may be approved by the Lender in its sole discretion), completed background checks and warranties made such other documentation and information requested by (or on behalf of) the Lender, in each case satisfactory to the Lender, including information required by Lender to satisfy any “know your customer” requirements, including, without limitation, the Beneficial Ownership Certification; (q) evidence that adequate liability, property, business interruption and builder’s risk insurance required to be maintained under this Agreement is in full force and effect, in each case together with certificates naming the Lender as additional insured, mortgagee and lender’s loss payee, as applicable, with respect to the Collateral and, in the case of any business interruption insurance, accompanied by an assignment of such business interruption insurance in favor of the Lender signed by the Loan Parties contained herein and in the Credit Agreement, as amended hereby, and the Other Documents, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the date hereof, as if those representations and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other dateapplicable insurer; (dr) No Default payment of (i) all fees, costs and expenses then due and payable pursuant to Section 8.3 hereof, to the extent invoiced on or Event prior to the date hereof and (ii) payment of Default shall exist under such fees as are set forth in the Credit Agreement or any of the Other Documents, and no Default or Event of Default will result under the Credit Agreement or any Other Documents from the execution, delivery or performance of this AmendmentFee Letter; and (es) Agent shall have received payment of all fees such financial statements, budgets, forecasts, projections and expenses incurred by Agent and any other information or documents as the Required Lenders in connection with the Credit Agreement, the Other Documents and this AmendmentLender reasonably requests.

Conditions Precedent to Effectiveness. The effectiveness of this Amendment is subject to This Agreement shall become effective on the satisfaction of the following conditions precedent, unless specifically waived in writing by Agent first date (the date on which the conditions have been satisfied or waived in writing by Agent, the “Effective Date”):) on which the following conditions have been satisfied: (a) The Agent shall have received a duly counterparts of this Agreement executed version by the Borrower and each of the following documentsLenders or, in as to any of the Lenders, advice satisfactory to the Agent that such Lender has executed this Agreement. (b) The Borrower shall have paid all reasonable and documented out-of-pocket expenses of the Agent and the Lead Arrangers to the extent such expenses have been invoiced at least three Business Days before the Effective Date. (c) The Agent (or its counsel) shall have received on or before the Effective Date the following, each casedated the Effective Date, in form and substance satisfactory to Agentthe Agent and in sufficient copies for each Lender: (i) Certified copies of the resolutions of the Board of Directors or the Finance Committee of the Board of Directors of the Borrower approving this Amendment;Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement. (ii) that certain Officer’s Closing Certificate, dated as of the date hereof, made by Xxxxxxx in favor of Agent; (iii) a A certificate of the Secretary or an Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify Borrower (ix) copies of resolutions in form certifying the names and substance reasonably satisfactory to Agent, of the board of directors (or other equivalent governing body, member or partner) of such Borrower authorizing the execution, delivery and performance of this Amendment and any Other Document related thereto, (ii) the incumbency and signature true signatures of the officers of such the Borrower authorized to execute sign this Amendment Agreement and such Other Documentsthe other documents to be delivered by it hereunder, (iiiy) copies including the certificate of incorporation of the Organizational Documents Borrower certified by the relevant authority of such the jurisdiction of organization of the Borrower and the by-laws of the Borrower as in effect on such date, complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation or related document, by the Secretary of State or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement and Limited Consent of formation not more than thirty (30) days prior to the date hereof on which the resolutions referred to in clause (i) above were adopted and (ivz) the including a good standing (or equivalent status) of such certificate for the Borrower in from its jurisdiction of organization, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the date hereof, issued by the Secretary of State or other appropriate official of such jurisdiction;. (iviii) executed legal opinions A favorable opinion of Xxxxxx Xxxxxxx, General Counsel of the Borrower, and of Xxxxxxx Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP and Xxxxxx Xxxxxxx Xxxxxxxxx LLP, which shall cover such matters incident to counsel for the transactions contemplated by this Amendment and related agreements as Agent may reasonably require; and (v) all other documents and information as shall be reasonably requested by Agent or any Lender; (b) Agent shall have received updated lien searches on each Borrower, the results of which shall be satisfactory to the Agent and the Required Lenders and shall reveal no liens other than Permitted Encumbrances; (c) The representations and warranties made by the Loan Parties contained herein and substantially in the Credit Agreementform of Exhibits D-2 and D-1 hereto, as amended hereby, and the Other Documents, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the date hereof, as if those representations and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other date;respectively. (d) No Default or Event of Default The Agent (and each Lender that so requests) shall exist have received, at least three (3) Business Days prior to the Effective Date, and the Agent and such Lender shall be reasonably satisfied with, all documentation and other information about the Borrower required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Credit Agreement Patriot Act, reasonably requested in writing by the Lead Arrangers or any of Lender at least ten (10) Business Days prior to the Other Documents, and no Default or Event of Default will result under the Credit Agreement or any Other Documents from the execution, delivery or performance of this Amendment; and (e) Agent shall have received payment of all fees and expenses incurred by Agent and the Required Lenders in connection with the Credit Agreement, the Other Documents and this AmendmentEffective Date.

Conditions Precedent to Effectiveness. (a) The effectiveness of this Amendment Agreement is subject to the satisfaction of the following conditions: (i) This Agreement, the Administrative Services Agreement and the Custodian Agreement shall be in full force and effect and shall be in form and substance satisfactory to the Insurer and an executed counterpart of each such agreement shall have been delivered to the Insurer, (ii) The Insurer and the Fund shall have received (1) a certificate of the Secretary or Assistant Secretary of Pilgrim, dated as of the Effective Date, as to the incumbency and signature of the officers or other employees of Pilgrim authorized to sign this Agreement and the Administrative Services Agreement on behalf of Pilgrim, together with evidence of the incumbency of such Secretary or Assistant Secretary, certified by the Secretary or Assistant Secretary of Pilgrim, and (2) a certificate of the Secretary or Assistant Secretary of Aeltus, dated as of the Effective Date, as to the incumbency and signature of the officers or other employees of Aeltus authorized to sign this Agreement on behalf of Aeltus, together with evidence of the incumbency of such Secretary or Assistant Secretary, certified by the Secretary or Assistant Secretary of Aeltus; (iii) The Insurer, Pilgrim and Aeltus shall have received a certificate of the Secretary or Assistant Secretary of the Fund, dated as of the Effective Date, as to the incumbency and signature of the officers or other employees of the Fund authorized to sign this Agreement, the Administrative Services Agreement and the Custodian Agreement on behalf of the Fund, together with evidence of the incumbency of such Secretary or Assistant Secretary, certified by the Secretary or Assistant Secretary of the Fund; (iv) Pilgrim, Aeltus and the Fund shall have received a certificate of the Secretary or Assistant Secretary of the Insurer, dated as of the Effective Date, as to the incumbency and signature of the officers or other employees of the Insurer authorized to sign this Agreement on behalf of the Insurer, together with evidence of the incumbency of such Secretary or Assistant Secretary, certified by the Secretary or Assistant Secretary of the Insurer; (v) The Insurer shall have received (1) a certificate of the Secretary or Assistant Secretary of Pilgrim, dated as of the Effective Date, certifying that attached thereto are true, complete and correct copies of the resolutions duly adopted by the Board of Directors of Pilgrim authorizing the execution of this Agreement and all other Transaction Documents entered into on or prior to the Effective Date to which Pilgrim is a party, and (2) a certificate of the Secretary or Assistant Secretary of Aeltus, dated as of the Effective Date, certifying that attached thereto are true, complete and correct copies of the resolutions duly adopted by the Board of Directors of Aeltus authorizing the (vi) The Insurer shall have received certificates of the Secretary or Assistant Secretary of the Fund, dated as of the Effective Date, certifying that attached thereto are true, complete and correct copies of resolutions duly adopted by the Board of Trustees of the Fund authorizing the execution of this Agreement and all Transaction Documents entered into on or prior to the Effective Date to which it is a party and of the Declaration of Trust; (vii) Each party to this Agreement shall have received the following executed legal opinions, in form and substance satisfactory to each of the parties hereto, dated the Effective Date: (A) the opinion of Dechert, as counsel to Pilgrim, substantially to the effect set forth in Exhibit I-1; (B) the opinion of Michxxx X. Xxxxxxx, Xxq., as counsel to Aeltus, substantially to the effect set forth in Exhibit I-2; (C) the opinion of an Associate General Counsel and Vice President of the Insurer, substantially to the effect set forth in Exhibit J; and (D) the opinion of Dechert, as counsel to the Fund, substantially to the effect set forth in Exhibit K; (viii) The Insurer shall have received a copy of the Declaration of Trust, certified by the Secretary of The Commonwealth of Massachusetts; and (ix) All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Agreement and the other Transaction Documents shall be satisfactory in form and substance to the Insurer, and the Insurer shall have received such other documents and legal opinions in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request. (b) The obligation of the Insurer to issue each Policy is subject to the satisfaction of the following conditions precedent, unless specifically waived in writing by Agent (on the date on which Inception Date with respect to the conditions have been satisfied or waived in writing by Agent, the “Effective Date”): (a) Agent shall have received a duly executed version of the following documents, in each case, in form and substance satisfactory to Agentrelated PPF: (i) this Amendment; (ii) that certain Officer’s Closing Certificate, dated as of the date hereof, made by Xxxxxxx in favor of Agent; (iii) The Insurer shall have received a certificate of the Secretary or Assistant Secretary of Pilgrim dated as of such Inception Date certifying that (or other equivalent officerA) a registration statement on Form N-1A with respect to each Class of Shares with respect to such PPF (1) has been prepared by the Fund in conformity with the requirements of the Acts and the rules and regulations of the Commission thereunder, partner or manager(2) has been filed with the Commission under the Acts, (3) has become effective under the Acts, (B) if any post-effective amendment to such registration statement has been filed prior to the Inception Date, the most recent such amendment has been declared effective by the Commission, (C) true and complete copies of such registration statement as amended to the Inception (ii) The Investment Management Agreement with Pilgrim, the Sub-Adviser Agreement with Aeltus, the Expense Limitation Agreement, and the Custodian Service and Monitoring Agreement with respect to such PPF shall be in full force and effect and an executed counterpart of each Borrower such agreement shall have been delivered to the Insurer; (iii) A copy of the Establishment and Designation of Series and Classes with respect to such PPF, certified by the Secretary of The Commonwealth of Massachusetts, shall have been delivered to the Insurer; (iv) A copy of the Final Prospectus with respect to each Class of Shares of such PPF shall have been delivered to the Insurer; (v) Each party to this Agreement shall have received the following executed legal opinions, in form and substance satisfactory to Agent dated as each of the date hereof which parties hereto, dated the Inception Date: (A) the opinion of Dechert, as counsel to Pilgrim, substantially to the effect set forth in Exhibit L-1; (B) the opinion of Michxxx X. Xxxxxxx, Xxq., as counsel to Aeltus, substantially to the effect set forth in Exhibit L-2; (C) the opinion of an Assistant General Counsel of State Street Bank and Trust Company, substantially to the effect set forth in Exhibit M; and (D) the opinion of Dechert, as counsel to the Fund, substantially to the effect set forth in Exhibit N. (vi) The Insurer shall certify (i) have received a certificate of the Secretary or Assistant Secretary of the Fund certifying that attached thereto are true, complete and correct copies of the resolutions in form and substance reasonably satisfactory to Agent, duly adopted by the Board of Trustees of the board of directors (or other equivalent governing body, member or partner) Fund authorizing the creation of such Borrower PPF and the execution by the Fund of the Investment Management Agreement and the Custodian Service and Monitoring Agreement with respect to such (vii) The Insurer shall have received a certificate of the Secretary or Assistant Secretary of Pilgrim certifying that attached thereto are true, complete and correct copies of the resolutions duly adopted by the Board of Directors of Pilgrim authorizing the executionexecution by Pilgrim of the Investment Management Agreement and the Sub-Adviser Agreement with respect to such PPF; (viii) The Insurer shall have received a certificate of the Secretary or Assistant Secretary of Aeltus certifying that attached thereto are true, delivery complete and performance correct copies of this Amendment the resolutions duly adopted by the Board of Directors of Aeltus authorizing the execution by Aeltus of the Sub-Adviser Agreement with respect to such PPF; (ix) The Insurer and any Other Document related thereto, (ii) the Fund shall have received a certificate of the Secretary or Assistant Secretary of Pilgrim as to the incumbency and signature of the officers or other employees of Pilgrim authorized to sign the Investment Management Agreement and the Sub-Adviser Agreement with respect to such PPF on behalf of Pilgrim, together with evidence of the incumbency of such Borrower authorized to execute this Amendment and such Other DocumentsSecretary or Assistant Secretary, (iii) copies of the Organizational Documents of such Borrower as in effect on such date, complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation or related document, certified by the Secretary or Assistant Secretary of State Pilgrim; (x) The Insurer and the Fund shall have received a certificate of the Secretary or Assistant Secretary of Aeltus as to the incumbency and signature of the officers or other appropriate official employees of Aeltus authorized to sign the Sub-Adviser Agreement with respect to such PPF on behalf of Aeltus, together with evidence of the incumbency of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement and Limited Consent of formation not more than thirty (30) days prior to the date hereof and (iv) the good standing (Secretary or equivalent status) of such Borrower in its jurisdiction of organizationAssistant Secretary, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the date hereof, issued certified by the Secretary or Assistant Secretary of State or other appropriate official of such jurisdictionAeltus; (ivxi) executed legal opinions The Insurer and Pilgrim shall have received a certificate of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP and Xxxxxx Xxxxxxx LLP, which shall cover such matters incident the Secretary or Assistant Secretary of the Fund as to the transactions contemplated incumbency and signature of the officers or other employees of the Fund authorized to sign the Investment Management Agreement and the Custodian Service and Monitoring Agreement with respect to such PPF on behalf of the Fund, together with evidence of the incumbency of such Secretary or Assistant Secretary, certified by this Amendment and related agreements as Agent may reasonably require; and (v) all other documents and information as shall be reasonably requested by Agent the Secretary or any LenderAssistant Secretary of the Fund; (bxii) Agent shall have received updated lien searches on each Borrower, Each of the results of which shall be satisfactory to the Agent and the Required Lenders and shall reveal no liens other than Permitted Encumbrances; (c) The representations and warranties made by the Loan Parties contained herein and in the Credit AgreementPilgrim, as amended hereby, Aeltus and the Other Documents, Fund in or pursuant to the Transaction Documents shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the date hereof, as if those representations on and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other date; (dxiii) No Default or Event of Default shall exist under have occurred and be continuing on such date; (xiv) No statute, rule, regulation or order shall have been enacted, entered or deemed applicable by any Government Authority which would make the Credit Agreement or transactions contemplated by any of the Other Documents, and no Default Transaction Documents illegal or Event of Default will result under otherwise prevent the Credit Agreement or any Other Documents from the execution, delivery or performance of this Amendmentconsummation thereof; and (exv) Agent shall have received payment of All proceedings, and all fees documents, instruments and expenses incurred by Agent and the Required Lenders other legal matters in connection with the Credit Agreement, creation of such PPF shall be satisfactory in form and substance to the Other Documents and this AmendmentInsurer.

Conditions Precedent to Effectiveness. (a) The effectiveness of this Amendment the Agreement is subject to the prior or concurrent satisfaction of the following conditions precedentand the Administrative Agent shall receive for the account of each Lender party to the Agreement the following, each, unless specifically waived in writing by Agent (otherwise noted, dated the date on which the conditions have been satisfied or waived in writing by Agent, the “Effective Date”): (a) Agent shall have received a duly executed version of the following documents, in each case, and in form and substance satisfactory to Agentthe Administrative Agent and the Arranger: (i) Copies of resolutions of the Board of Directors of the Borrower (or its Executive Committee, together with evidence of the authority of the Executive Committee) approving this Amendment;Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, certified as of a recent date prior to the Effective Date. (ii) that certain Officer’s Closing Certificate, dated as of the date hereof, made by Xxxxxxx in favor of Agent; (iii) a A certificate of the Secretary or an Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify (i) copies of resolutions in form Borrower certifying the names and substance reasonably satisfactory to Agent, of the board of directors (or other equivalent governing body, member or partner) of such Borrower authorizing the execution, delivery and performance of this Amendment and any Other Document related thereto, (ii) the incumbency and signature true signatures of the officers of such the Borrower authorized to execute sign this Amendment Agreement and such Other Documents, the other documents to be delivered by the Borrower hereunder. (iii) Certified copies of the Organizational Documents of such Borrower as in effect on such date, complete with all amendments thereto, certified, in the case of any Borrower's Certificate of FormationIncorporation, Certificate together with good standing certificates from the state of Incorporation or related documentDelaware and the State of Minnesota, by the Secretary of State or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment each to 2nd A&R Credit Agreement and Limited Consent of formation not more than thirty (30) days be dated a recent date prior to the date hereof and (iv) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the date hereof, issued by the Secretary of State or other appropriate official of such jurisdictionEffective Date; (iv) executed legal opinions Copies of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP and Xxxxxx Xxxxxxx LLPthe Borrower's Bylaws, which shall cover such matters incident to certified as of the transactions contemplated Effective Date by this Amendment and related agreements as Agent may reasonably require; andtheir respective Secretary or an Assistant Secretary; (v) all Executed originals of this Agreement and the other documents to be delivered by the Borrower hereunder; (vi) A favorable opinion of Xxxxxx X. Xxxxxxxxx, General Counsel to the Borrower, substantially in the form of Exhibit G hereto; (vii) A favorable opinion of O'Melveny & Xxxxx LLP, counsel for the Agents, substantially in the form of Exhibit H hereto; (viii) A certificate of an authorized officer of the Borrower to the effect that since October 30, 1999, there has been no material adverse change in the operations, business or financial or other condition or properties of the Borrower and information its Subsidiaries, taken as shall be reasonably requested a whole; (ix) Payment of up front fees to the Lenders, as agreed by Agent or any Lender;and among the Arranger, Lenders and the Borrower. (b) The Administrative Agent shall have received updated lien searches on each Borrowersuch other approvals, opinions or documents as the results of Requisite Lenders through the Administrative Agent may reasonably request (which request shall be satisfactory made in sufficient time to allow the Agent and the Required Lenders and shall reveal no liens other than Permitted Encumbrances; (c) The representations and warranties made by the Loan Parties contained herein and in the Credit Agreement, as amended hereby, and the Other Documents, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the date hereof, as if those representations and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other date; (d) No Default or Event of Default shall exist under the Credit Agreement or any of the Other Documents, and no Default or Event of Default will result under the Credit Agreement or any Other Documents from the execution, delivery or performance of this Amendment; and (e) Agent shall have received payment of all fees and expenses incurred by Agent and the Required Lenders in connection with the Credit Agreement, the Other Documents and this AmendmentBorrower to comply therewith).

Conditions Precedent to Effectiveness. The effectiveness This Agreement, and the obligation of this Amendment is subject each Lender or Issuing Bank, as the case may be, to make Extensions of Credit hereunder, shall not become effective until the satisfaction date on which each of the following conditions precedent, unless specifically waived in writing by Agent is satisfied (the date on which the conditions have been satisfied or waived in writing by Agent, the “Effective Date”accordance with Section 12.01): (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a (i) Issuing Bank Agreements, duly executed version by each of the following documents, in each caseBorrowers and Union Bank, in form and substance satisfactory to the Administrative Agent: (i) this Amendment; , (ii) that certain Officer’s Closing Certificatethe Fee Letter, dated as of duly executed by the date hereofBorrowers, made by Xxxxxxx in favor of Agent; (iii) a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify (i) copies of resolutions in form and substance reasonably satisfactory to Administrative Agent, of the board of directors (or other equivalent governing body, member or partner) of such Borrower authorizing the execution, delivery and performance of this Amendment and any Other Document related thereto, (ii) the incumbency and signature of the officers of such Borrower authorized to execute this Amendment and such Other Documents, (iii) copies of the Organizational Documents of such Borrower as in effect on such datePromissory Notes (if requested by any Lender pursuant to Section 3.01(d)), complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation or related document, duly executed by the Secretary of State or other appropriate official of such applicable Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement and Limited Consent of formation not more than thirty (30) days prior to the date hereof and (iv) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the date hereof, issued by the Secretary of State or other appropriate official of such jurisdiction; (iv) executed legal opinions of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP and Xxxxxx Xxxxxxx LLP, which shall cover such matters incident to the transactions contemplated by this Amendment and related agreements as Agent may reasonably require; and (v) all other documents and information as shall be reasonably requested by Agent or any Lender; (b) Agent shall have received updated lien searches on each Borrower, the results of which shall be satisfactory to the Agent and the Required Lenders and shall reveal no liens other than Permitted Encumbrances;. (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Banks and the Lenders and dated the Closing Date) of (i) Xxxxxx Xxxx & Priest LLP, New York counsel for the Obligors, substantially in the form of Exhibit C, and (ii) Xxxxxxx X. Xxxxxx, Esq., General Counsel for the Guarantor and counsel for the Borrowers, substantially in the form of Exhibit D. The Obligors hereby request such counsel to deliver such opinions. (d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Obligors, the authorization of the Transactions and any other legal matters relating to the Obligors, the Loan Documents or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (e) The representations and warranties made by of the Loan Parties contained herein and Obligors set forth in the Credit Agreement, as amended hereby, this Agreement and the Other Documents, other Loan Documents shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the date hereofcorrect, as if those representations and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other date; (d) No no Default or Event of Default shall exist under the Credit Agreement or any of the Other Documentshave occurred and be continuing, and no Default or Event of Default will result under the Credit Agreement or any Other Documents from the execution, delivery or performance of this Amendment; and (e) Administrative Agent shall have received a certificate, dated the Closing Date and signed by the President, a Vice President or a Senior Financial Officer of each Obligor, confirming the same as of the Closing Date. (f) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the President, a Vice President or a Senior Financial Officer of each Obligor, confirming compliance with the conditions set forth in this Section 6.01. (g) The Administrative Agent and the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, with respect to the Obligors. (h) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including all up-front fees and, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder or under any other Loan Document. (i) On the Closing Date, all accrued and unpaid interest and fees payable by the Borrowers under the Existing Credit Agreement shall have been paid in full. (j) Except as contemplated in Section 6.02(b)(i), all requisite Governmental Authorities and expenses incurred by third parties, if any, shall have approved or consented to this Agreement, the other Loan Documents and the Transactions to the extent required and material (and the Administrative Agent shall have received certified copies of all such approvals and consents, which shall be in form and substance satisfactory to the Administrative Agent and the Required Lenders in connection with Lenders), no stay of any applicable regulatory approval shall have been issued and there shall be no litigation, governmental, administrative or judicial action, actual or, to the Credit knowledge of the Obligors, threatened, that could reasonably be expected to restrain, prevent or impose burdensome conditions on this Agreement, the Other other Loan Documents or the Transactions. (k) The Administrative Agent shall have received true, correct and this Amendmentcomplete copies, certified as to authenticity by the applicable Borrower, of any amendments or supplements, entered into at any time after April 15, 2005, to the Note Purchase Agreement to which such Borrower is a party. (l) The Administrative Agent shall have received such other approvals, opinions and documents as any Lender, through the Administrative Agent, may reasonably request.

Conditions Precedent to Effectiveness. (a) The effectiveness of this Amendment Amendment, including the obligation of each Tranche B Term Lender to make, or exchange its Original Initial Term Loans for, its Tranche B Term Loans (including to make its Supplemental Tranche B Term Loans), is subject to the satisfaction or waiver of the following conditions precedent, unless specifically waived in writing by Agent (the date on which the of such satisfaction or waiver of such conditions have been satisfied or waived in writing by Agent, being referred to herein as the “Second Amendment Effective Date”; the time of such satisfaction or waiver of such conditions being referred to herein as the “Second Amendment Effective Time”): (a1) the Parent Borrower, the OpCo Borrower, the Administrative Agent, the Collateral Agent and the Tranche B Term Lenders have each delivered a duly executed counterpart of this Amendment to the Administrative Agent (which, in the case of Exchanging Initial Term Loan Lenders, may be in the form of an Existing Lender Signature Page); (2) each Guarantor shall have delivered a duly executed counterpart of the acknowledgment and consent attached to this Amendment (the “Acknowledgment”) to the Administrative Agent; (3) the Administrative Agent shall have received a duly executed version of the following documents, in each case, in form (A)(i) true and substance satisfactory to Agent: (i) this Amendment; (ii) that certain Officer’s Closing Certificate, dated as of the date hereof, made by Xxxxxxx in favor of Agent; (iii) a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify (i) complete copies of resolutions in form and substance reasonably satisfactory to Agent, of the board of directors (or other equivalent governing body, member or partner) a duly authorized committee thereof of such Borrower each of the Loan Parties approving and authorizing the execution, delivery and performance of this Amendment and any Other Document related thereto, the performance of the Credit Agreement as amended by this Amendment and (ii) the incumbency and the signature of the officers of such Borrower authorized to execute this Amendment and such Other Documentssignatories, (iii) copies in each case, certified as of the Organizational Documents Second Amendment Effective Date by a Responsible Officer, secretary or assistant secretary of such Borrower the Borrowers as being in full force and effect on such date, complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation without modification or related document, by the Secretary of State or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement and Limited Consent of formation not more than thirty (30) days prior to the date hereof amendment and (ivB) the a good standing (or equivalent status) of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) certificate (or the equivalent thereof issued by any applicable jurisdictionthereof) dated not more than thirty (30) days prior to for each of the date hereof, issued by the Secretary Loan Parties from its jurisdiction of State or other appropriate official of such jurisdictionformation; (iv4) executed legal opinions of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP and Xxxxxx Xxxxxxx LLP, which shall cover such matters incident to the transactions contemplated by this Amendment and related agreements as Agent may reasonably require; and (v) all other documents and information as shall be reasonably requested by Agent or any Lender; (b) Administrative Agent shall have received updated lien searches on each Borrowera certificate, the results of which shall be in form and substance reasonably satisfactory to the Agent Administrative Agent, of the Parent Borrower dated as of the Second Amendment Effective Date signed by a Responsible Officer of the Parent Borrower certifying as to the matters set forth in clauses (5) and the Required Lenders and shall reveal no liens other than Permitted Encumbrances(6) below; (c5) The each of the representations and warranties made by the any Loan Parties contained herein and in Party pursuant to the Credit AgreementAgreement and any other Loan Document to which it is a party shall, as amended herebyexcept to the extent that they relate to a particular date, and the Other Documents, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof, Second Amendment Effective Date as if those representations made on and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other date; (d6) No no Default or Event of Default shall exist under have occurred and be continuing on the Credit Agreement or any of Second Amendment Effective Date after giving effect to the Other Documents, and no Default or Event of Default will result under the Credit Agreement or any Other Documents from the execution, delivery or performance effectiveness of this Amendment; (7) the Parent Borrower shall have delivered to the Administrative Agent and the Lenders an opinion from each of (i) Debevoise & Xxxxxxxx LLP, as New York counsel for the Loan Parties and (ii) Xxxxxxxx, Xxxxxx & Finger, P.A., as Delaware counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent and dated as of the Second Amendment Effective Date; (8) JPM, as a Lead Arranger in connection with the Tranche B Term Loans, shall have received all fees and expenses (including legal expenses) related to the Tranche B Term Loans to the extent due and invoiced at least two (2) Business Days prior to the Second Amendment Effective Date (which may be offset against the proceeds thereof); and (e9) with respect to the Tranche B Term Loans, the Administrative Agent shall have received payment a notice of all fees and expenses incurred such Borrowing as required by Agent and Subsection 2.3 of the Required Lenders Credit Agreement (or such notice shall have been deemed given in connection accordance with Subsection 2.3 of the Credit Agreement); and (10) the outstanding principal amount of the Original Initial Term Loans of each Existing Initial Term Loan Lender that is not an Exchanging Initial Term Loan Lender shall be repaid in full in cash, including all accrued interest thereon, on or prior to the Other Documents Second Amendment Effective Date. The making of, or exchange of Original Initial Term Loans for, Tranche B Term Loans by the Tranche B Term Lenders (including the making of its Supplemental Tranche B Term Loans) shall, in each case, conclusively be deemed to constitute an acknowledgment by the Administrative Agent and this Amendmenteach Tranche B Term Lender that each of the conditions precedent set forth herein shall have been satisfied in accordance with its respective terms or shall have been irrevocably waived by such Person.

Conditions Precedent to Effectiveness. The effectiveness of this Amendment is subject following constitute conditions precedent to the satisfaction obligation of each LOC Issuer to issue its LOC on the following conditions precedent, unless specifically waived in writing by Agent (the date on which the conditions have been satisfied or waived in writing by Agent, the “Effective Initial Closing Date”):: (a) Agent Each of the LOC Issuers shall have received a duly fully executed version original counterpart of this Agreement, each of the following other Facilities Documents and all related documents, in each case, and such agreements shall be in form and substance satisfactory to Agent:the LOC Issuers. (b) On the date of issuance of the LOCs, all representations and warranties of the CP Issuer, Funding and Ingram containxx xx this Agreement and the Pooling and Servicing Agreement shall be true and correct, and the LOC Issuers shall have received a certificate from each of the CP Issuer, Funding and Ingram to such xxxxxt. (c) On the date of issuance of the LOCs, the CP Issuer and Ingram shall nxx xx in default of any obligation under this Agreement or any of the other Facilities Documents. (d) Each of the LOC Issuers shall have received the favorable written opinion(s) of counsel to Ingram (who max xx xn employee of Ingram) and thx XX Xssuer, dated the Closing Date, with respect to the matters reasonably requested by the LOC Issuers. (e) Each of the LOC Issuers shall have received (i) this Amendment; (ii) that certain Officer’s Closing Certificate, dated as a copy of the date hereofresolutions of the Executive Committee of the Board of Directors of Ingram, made certifxxx xx of the Closing Date by Xxxxxxx in favor of Agent; (iii) a certificate of the Secretary or Assistant Secretary (or other equivalent officerthereof, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify (i) copies of resolutions in form and substance reasonably satisfactory to Agent, of the board of directors (or other equivalent governing body, member or partner) of such Borrower authorizing the execution, delivery and performance of this Amendment Agreement, the other Facilities Documents to which it is a party and any Other Document related theretothe procurement of the LOCs, (ii) the incumbency and signature copies of the Charter and By-laws of the Servicer, (iii) an incumbency certificate of the Servicer with respect to its officers of such Borrower authorized to execute this Amendment Agreement, the other Facilities Documents to which it is a party and such Other Documentsthe documents required hereby, (iiiiv) a copy of the resolutions of the Board of Directors of the Transferor, certified as of the Closing Date by the Secretary or Assistant Secretary thereof, authorizing the execution, delivery and performance of this Agreement, the other Facilities Documents to which it is a party and the procurement of the LOCs, (v) copies of the Organizational Charter and By-laws of the Transferor, (vi) an incumbency certificate of the Transferor with respect to its officers authorized to execute this Agreement, the other Facilities Documents to which it is a party and the documents required hereby, (vii) a copy of such Borrower the resolutions of the Board of Directors of the CP Issuer, certified as in effect on such date, complete with all amendments thereto, certified, in of the case of any Certificate of Formation, Certificate of Incorporation or related document, Closing Date by the Secretary of State or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement and Limited Consent of formation not more than thirty (30) days prior to the date hereof and (iv) the good standing (or equivalent status) of such Borrower in its jurisdiction of organizationAssistant Secretary thereof, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the date hereof, issued by the Secretary of State or other appropriate official of such jurisdiction; (iv) executed legal opinions of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP and Xxxxxx Xxxxxxx LLP, which shall cover such matters incident to the transactions contemplated by this Amendment and related agreements as Agent may reasonably require; and (v) all other documents and information as shall be reasonably requested by Agent or any Lender; (b) Agent shall have received updated lien searches on each Borrower, the results of which shall be satisfactory to the Agent and the Required Lenders and shall reveal no liens other than Permitted Encumbrances; (c) The representations and warranties made by the Loan Parties contained herein and in the Credit Agreement, as amended hereby, and the Other Documents, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the date hereof, as if those representations and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other date; (d) No Default or Event of Default shall exist under the Credit Agreement or any of the Other Documents, and no Default or Event of Default will result under the Credit Agreement or any Other Documents from authorizing the execution, delivery or and performance of this Amendment; andAgreement and the other Facilities Documents to which it is a party, (viii) copies of the Charter and By-laws of the CP Issuer and (ix) an incumbency certificate of the CP Issuer with respect to its officers authorized to execute this Agreement, the other Facilities Documents to which it is a party and the documents required hereby. (ef) Agent The Pooling and Servicing Agreement shall be in full force and effect and all conditions precedent to the issuance of the Variable Funding Certificate contained therein shall have been satisfied. (g) Each of the LOC Issuers shall have received payment such other documents, certificates, instruments, approvals and opinions (including, without limitation, an opinion of all Orrick, Herrinxxxx & Xxxxliffe, counsel to the LOC Issuers) as the LOC Issuers may reasonably request. (h) All fees and expenses incurred by Agent and the Required Lenders in connection with the Credit Agreement, the Other Documents and this Amendmentpursuant to Section 2.06(a) shall have been paid.

Conditions Precedent to Effectiveness. (a) The effectiveness of this Amendment Amendment, including the obligation of each Tranche C Term Lender to make, or exchange its Tranche B Term Loan for, a Tranche C Term Loan, is subject to the satisfaction or waiver of the following conditions precedent, unless specifically waived in writing by Agent (the date on which the of such satisfaction or waiver of such conditions have been satisfied or waived in writing by Agent, being referred to herein as the “Second Amendment Effective Date”): (a1) the Parent Borrower, the OpCo Borrower, the Administrative Agent, the Collateral Agent and the Tranche C Term Lenders have each delivered a duly executed counterpart of this Amendment to the Administrative Agent (which, in the case of Tranche C Term Lenders, may be in the form of an Existing Tranche B Lender Signature Page); (2) each Guarantor shall have delivered a duly executed counterpart of the acknowledgment and consent attached to this Amendment (the “Acknowledgment”) to the Administrative Agent; (3) the Administrative Agent shall have received a duly executed version of the following documents, in each case, in form (A)(i) true and substance satisfactory to Agent: (i) this Amendment; (ii) that certain Officer’s Closing Certificate, dated as of the date hereof, made by Xxxxxxx in favor of Agent; (iii) a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify (i) complete copies of resolutions in form and substance reasonably satisfactory to Agent, of the board of directors (or other equivalent governing body, member or partner) a duly authorized committee thereof of such Borrower each of the Loan Parties approving and authorizing the execution, delivery and performance of this Amendment, and the performance of the Credit Agreement as amended by this Amendment and any Other Document related thereto, (ii) the incumbency and the signature of the officers of such Borrower authorized to execute this Amendment and such Other Documentssignatories, (iii) copies in each case, certified as of the Organizational Documents Second Amendment Effective Date by a Responsible Officer, secretary or assistant secretary of such Borrower the Borrowers as being in full force and effect on such date, complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation without modification or related document, by the Secretary of State or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement and Limited Consent of formation not more than thirty (30) days prior to the date hereof amendment and (ivB) the a good standing (or equivalent status) of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) certificate (or the equivalent thereof issued by any applicable jurisdictionthereof) dated not more than thirty (30) days prior to for each of the date hereof, issued by the Secretary Loan Parties from its jurisdiction of State or other appropriate official of such jurisdictionformation; (iv4) executed legal opinions of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP and Xxxxxx Xxxxxxx LLP, which shall cover such matters incident to the transactions contemplated by this Amendment and related agreements as Agent may reasonably require; and (v) all other documents and information as shall be reasonably requested by Agent or any Lender; (b) Administrative Agent shall have received updated lien searches on each Borrowera certificate, the results of which shall be in form and substance reasonably satisfactory to the Agent Administrative Agent, of the Parent Borrower dated as of the Second Amendment Effective Date signed by a Responsible Officer of the Parent Borrower certifying as to the matters set forth in clauses (5) and the Required Lenders and shall reveal no liens other than Permitted Encumbrances(6) below; (c5) The each of the representations and warranties made by the any Loan Parties contained herein and in Party pursuant to the Credit AgreementAgreement and any other Loan Document to which it is a party shall, as amended herebyexcept to the extent that they relate to a particular date, and the Other Documents, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof, Second Amendment Effective Date as if those representations made on and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other date; (d6) No no Default or Event of Default shall exist under have occurred and be continuing on the Credit Agreement or any of Second Amendment Effective Date after giving effect to the Other Documentseffectiveness hereof; (7) [reserved]; (8) UBS Securities LLC, as Lead Arranger, shall have received all fees and no Default or Event of Default will result under expenses related to the Credit Agreement or any Other Documents from Tranche C Term Loans to the execution, delivery or performance of this Amendmentextent due (which may be offset against the proceeds thereof); and (e9) with respect to the initial Tranche C Term Loans, the Administrative Agent shall have received payment a notice of all fees and expenses incurred such Borrowing as required by Agent and Subsection 2.3 of the Required Lenders Credit Agreement (or such notice shall have been deemed given in connection accordance with Subsection 2.3 of the Credit Agreement). The making of Tranche C Term Loans by the Tranche C Term Lenders and the exchange of Tranche B Term Loans for Tranche C Term Loans by the Exchanging Tranche B Lenders shall, in each case, conclusively be deemed to constitute an acknowledgment by the Other Documents Administrative Agent and this Amendmenteach Lender that each of the conditions precedent set forth herein shall have been satisfied in accordance with its respective terms or shall have been irrevocably waived by such Person.

Conditions Precedent to Effectiveness. (a) The effectiveness of the amendments set forth in Subsection 1.1 of this Amendment Amendment, including the obligation of each New Tranche E Term Lender to make, and each Exchanging Tranche D Lender to exchange its Tranche D Term Loan for, a Tranche E Term Loan, is subject to the satisfaction or waiver of the following conditions precedent, unless specifically waived in writing by Agent (the date on which of such satisfaction or waiver of such conditions being referred to herein as the “Fourth Amendment Effective Date” and the time of such satisfaction or waiver of such conditions have been satisfied or waived in writing by Agentbeing referred to herein as the, the “Fourth Amendment Effective DateTime”): (a1) the Parent Borrower, the OpCo Borrower, the Administrative Agent, the Collateral Agent, the New Tranche E Term Lenders and the Exchanging Tranche D Lenders have each delivered a duly executed counterpart of this Amendment to the Administrative Agent (which, in the case of Exchanging Tranche D Lenders, may be in the form of an Existing Tranche D Lender Signature Page); (2) each Guarantor shall have delivered a duly executed counterpart of the acknowledgment and consent attached to this Amendment (the “Acknowledgment”) to the Administrative Agent; (3) the Administrative Agent shall have received a duly executed version of the following documents, in each case, in form (A)(i) true and substance satisfactory to Agent: (i) this Amendment; (ii) that certain Officer’s Closing Certificate, dated as of the date hereof, made by Xxxxxxx in favor of Agent; (iii) a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify (i) complete copies of resolutions in form and substance reasonably satisfactory to Agent, of the board of directors (or other equivalent governing body, member or partner) a duly authorized committee thereof of such Borrower each of the Loan Parties approving and authorizing the execution, delivery and performance of this Amendment, and the performance of the Credit Agreement as amended by this Amendment and any Other Document related thereto, (ii) the incumbency and the signature of the officers of such Borrower authorized to execute this Amendment and such Other Documentssignatories, (iii) copies in each case, certified as of the Organizational Documents Fourth Amendment Effective Date by a Responsible Officer, secretary or assistant secretary of such Borrower the Borrowers as being in full force and effect on such date, complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation without modification or related document, by the Secretary of State or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement and Limited Consent of formation not more than thirty (30) days prior to the date hereof amendment and (ivB) the a good standing (or equivalent status) of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) certificate (or the equivalent thereof issued by any applicable jurisdictionthereof) dated not more than thirty (30) days prior to for each of the date hereof, issued by the Secretary Loan Parties from its jurisdiction of State or other appropriate official of such jurisdictionformation; (iv4) executed legal opinions of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP and Xxxxxx Xxxxxxx LLP, which shall cover such matters incident to the transactions contemplated by this Amendment and related agreements as Agent may reasonably require; and (v) all other documents and information as shall be reasonably requested by Agent or any Lender; (b) Administrative Agent shall have received updated lien searches on each Borrowera certificate, the results of which shall be in form and substance reasonably satisfactory to the Agent Administrative Agent, of the Parent Borrower dated as of the Fourth Amendment Effective Date signed by a Responsible Officer of the Parent Borrower certifying as to the matters set forth in clauses (5) and the Required Lenders and shall reveal no liens other than Permitted Encumbrances(6) below; (c5) The each of the representations and warranties made by the any Loan Parties contained herein and in Party pursuant to the Credit AgreementAgreement and any other Loan Document to which it is a party shall, as amended herebyexcept to the extent that they relate to a particular date, and the Other Documents, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof, Fourth Amendment Effective Date as if those representations made on and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other date; (d6) No no Default or Event of Default shall exist under have occurred and be continuing on the Credit Agreement or any Fourth Amendment Effective Date after giving effect to the effectiveness hereof; (7) the Parent Borrower shall have delivered to the Administrative Agent and the Lenders an opinion from each of Debevoise & Pxxxxxxx LLP and Rxxxxxxx, Xxxxxx & Finger, P.A., in form and substance reasonably satisfactory to the Administrative Agent and dated as of the Other DocumentsFourth Amendment Effective Date; (8) UBS Securities LLC, as a Lead Arranger, and no Default or Event of Default will result under UBS AG, Stamford Branch, as the Credit Agreement or any Other Documents from Administrative Agent, shall have received all fees and expenses related to the execution, delivery or performance of this AmendmentTranche E Term Loans to the extent due (which may be offset against the proceeds thereof); and (e9) with respect to the initial Tranche E Term Loans, the Administrative Agent shall have received payment a notice of all fees such Borrowing as required by Subsection 2.3 of the Credit Agreement (or such notice shall have been deemed given in accordance with Subsection 2.3 of the Credit Agreement). The making of Tranche E Term Loans by the Tranche E Term Lenders and expenses incurred the exchange of Tranche D Term Loans for Tranche E Term Loans by the Exchanging Tranche D Lenders shall, in each case, conclusively be deemed to constitute an acknowledgment by the Administrative Agent and each Lender that each of the conditions precedent set forth herein shall have been satisfied in accordance with its respective terms or shall have been irrevocably waived by such Person. (b) The effectiveness of the amendments set forth in Subsections 1.2 and 1.3 of this Amendment shall be subject to the occurrence of the Fourth Amendment Effective Time and shall also be subject to the condition that the Administrative Agent shall have received a counterpart of this Amendment executed by each Tranche E Term Lender (including Supplemental Tranche E Term Lenders) who in the aggregate constitute Required Lenders. (c) The effectiveness of the amendments set forth in Subsection 1.4 of this Amendment shall be subject to the conditions set forth in clauses (a) and (b) above and shall also be subject to the receipt of the written consent of the Required Lenders (as such term is defined in connection with the Credit Senior ABL Facility Agreement, ) under the Other Documents Senior ABL Facility Agreement to corresponding changes being made in the Senior ABL Facility Agreement and this Amendmentother applicable ABL Facility Documents.

Conditions Precedent to Effectiveness. (a) The effectiveness of this Amendment Amendment, including the obligation of each Tranche D Term Lender to make, or exchange its Tranche C Term Loan for, a Tranche D Term Loan, is subject to the satisfaction or waiver of the following conditions precedent, unless specifically waived in writing by Agent (the date on which of such satisfaction or waiver of such conditions being referred to herein as the “Third Amendment Effective Date” and the time of such satisfaction or waiver of such conditions have been satisfied or waived in writing by Agentbeing referred to herein as the, the “Third Amendment Effective DateTime”): (a1) the Parent Borrower, the OpCo Borrower, the Administrative Agent, the Collateral Agent and the Tranche D Term Lenders have each delivered a duly executed counterpart of this Amendment to the Administrative Agent (which, in the case of Tranche D Term Lenders, may be in the form of an Existing Tranche C Lender Signature Page); (2) each Guarantor shall have delivered a duly executed counterpart of the acknowledgment and consent attached to this Amendment (the “Acknowledgment”) to the Administrative Agent; (3) the Administrative Agent shall have received a duly executed version of the following documents, in each case, in form (A)(i) true and substance satisfactory to Agent: (i) this Amendment; (ii) that certain Officer’s Closing Certificate, dated as of the date hereof, made by Xxxxxxx in favor of Agent; (iii) a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify (i) complete copies of resolutions in form and substance reasonably satisfactory to Agent, of the board of directors (or other equivalent governing body, member or partner) a duly authorized committee thereof of such Borrower each of the Loan Parties approving and authorizing the execution, delivery and performance of this Amendment, and the performance of the Credit Agreement as amended by this Amendment and any Other Document related thereto, (ii) the incumbency and the signature of the officers of such Borrower authorized to execute this Amendment and such Other Documentssignatories, (iii) copies in each case, certified as of the Organizational Documents of such Borrower as in effect on such date, complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation or related document, by the Secretary of State or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement Effective Date by a Responsible Officer, secretary or assistant secretary of the Borrowers as being in full force and Limited Consent of formation not more than thirty (30) days prior to the date hereof effect without modification or amendment and (ivB) the a good standing (or equivalent status) of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) certificate (or the equivalent thereof issued by any applicable jurisdictionthereof) dated not more than thirty (30) days prior to for each of the date hereof, issued by the Secretary Loan Parties from its jurisdiction of State or other appropriate official of such jurisdictionformation; (iv4) executed legal opinions of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP and Xxxxxx Xxxxxxx LLP, which shall cover such matters incident to the transactions contemplated by this Amendment and related agreements as Agent may reasonably require; and (v) all other documents and information as shall be reasonably requested by Agent or any Lender; (b) Administrative Agent shall have received updated lien searches on each Borrowera certificate, the results of which shall be in form and substance reasonably satisfactory to the Agent Administrative Agent, of the Parent Borrower dated as of the Third Amendment Effective Date signed by a Responsible Officer of the Parent Borrower certifying as to the matters set forth in clauses (5) and the Required Lenders and shall reveal no liens other than Permitted Encumbrances(6) below; (c5) The each of the representations and warranties made by the any Loan Parties contained herein and in Party pursuant to the Credit AgreementAgreement and any other Loan Document to which it is a party shall, as amended herebyexcept to the extent that they relate to a particular date, and the Other Documents, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof, Third Amendment Effective Date as if those representations made on and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other date; (d6) No no Default or Event of Default shall exist under have occurred and be continuing on the Credit Agreement or any Third Amendment Effective Date after giving effect to the effectiveness hereof; (7) the Parent Borrower shall have delivered to the Administrative Agent and the Lenders an opinion from each of Debevoise & Xxxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., in form and substance reasonably satisfactory to the Administrative Agent and dated as of the Other DocumentsThird Amendment Effective Date; (8) UBS Securities LLC, as a Lead Arranger, and no Default or Event of Default will result under UBS AG, Stamford Branch, as the Credit Agreement or any Other Documents from Administrative Agent, shall have received all fees and expenses related to the execution, delivery or performance of this AmendmentTranche D Term Loans to the extent due (which may be offset against the proceeds thereof); and (e9) with respect to the initial Tranche D Term Loans, the Administrative Agent shall have received payment a notice of all fees and expenses incurred such Borrowing as required by Agent and Subsection 2.3 of the Required Lenders Credit Agreement (or such notice shall have been deemed given in connection accordance with Subsection 2.3 of the Credit Agreement). The making of Tranche D Term Loans by the Tranche D Term Lenders and the exchange of Tranche C Term Loans for Tranche D Term Loans by the Exchanging Tranche C Lenders shall, in each case, conclusively be deemed to constitute an acknowledgment by the Other Documents Administrative Agent and this Amendmenteach Lender that each of the conditions precedent set forth herein shall have been satisfied in accordance with its respective terms or shall have been irrevocably waived by such Person.

Conditions Precedent to Effectiveness. The effectiveness This Agreement, and the obligation of this Amendment is subject each Lender to make Loans hereunder, shall not become effective until the satisfaction date on which each of the following conditions precedent, unless specifically waived in writing by Agent is satisfied (the date on which the conditions have been satisfied or waived in writing by Agent, the “Effective Date”accordance with Section 12.01): (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received the Promissory Notes payable to the order of each Lender that has requested a Promissory Note pursuant to Section 3.08, duly executed by the Borrower. (c) The Administrative Agent shall have received a duly executed version favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of (i) Xxxxxx, Xxxxx & Xxxxxxx LLP, New York counsel for the Obligors, substantially in the form of Exhibit B, and (ii) Xxxx X. Xxxxx, Esq., General Counsel for the Guarantor and counsel for the Borrower, substantially in the form of Exhibit C. The Obligors hereby request such counsel to deliver such opinions. (d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the following documentsObligors, in each casethe authorization of the Transactions and any other legal matters relating to the Obligors, the Loan Documents or the Transactions, all in form and substance satisfactory to Agent:the Administrative Agent and its counsel. (e) The representations and warranties of the Obligors set forth in this Agreement and the other Loan Documents shall be true and correct, no Default or Event of Default shall have occurred and be continuing, and the Administrative Agent shall have received a certificate, dated the Closing Date and signed by an Authorized Officer of each Obligor, confirming the same as of the Closing Date. (f) The Administrative Agent shall have received a certificate, dated the Closing Date and signed an Authorized Officer of each Obligor, confirming compliance with the conditions set forth in this Section 6.01. (g) The Administrative Agent and the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, with respect to the Obligors. (h) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (i) All requisite Governmental Authorities and third parties, if any, shall have approved or consented to this Amendment; Agreement, the other Loan Documents and the Transactions to the extent required and material (ii) that certain Officer’s Closing Certificateand the Administrative Agent shall have received certified copies of all such approvals and consents, dated as of the date hereof, made by Xxxxxxx in favor of Agent; (iii) a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower which shall be in form and substance satisfactory to the Administrative Agent dated as and the Lenders), no stay of any applicable regulatory approval shall have been issued and there shall be no litigation, governmental, administrative or judicial action, actual or, to the knowledge of the date hereof which shall certify (i) copies of resolutions in form and substance Obligors, threatened, that could reasonably satisfactory be expected to Agentrestrain, of prevent or impose burdensome conditions on this Agreement, the board of directors (or other equivalent governing body, member or partner) of such Borrower authorizing the execution, delivery and performance of this Amendment and any Other Document related thereto, (ii) the incumbency and signature of the officers of such Borrower authorized to execute this Amendment and such Other Documents, (iii) copies of the Organizational Loan Documents of such Borrower as in effect on such date, complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation or related document, by the Secretary of State or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement and Limited Consent of formation not more than thirty (30) days prior to the date hereof and (iv) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the date hereof, issued by the Secretary of State or other appropriate official of such jurisdiction;Transactions. (ivj) executed legal opinions of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP and Xxxxxx Xxxxxxx LLP, which shall cover such matters incident to the transactions contemplated by this Amendment and related agreements as Agent may reasonably require; and (v) all other documents and information as shall be reasonably requested by Agent or any Lender; (b) The Administrative Agent shall have received updated lien searches on each true, correct and complete copies, certified as to authenticity by the Borrower, of the results of which shall be satisfactory to the Agent and the Required Lenders and shall reveal no liens other than Permitted Encumbrances;UNS Electric Note Purchase Agreement, together with any amendments or supplements thereto. (ck) The representations and warranties made by the Loan Parties contained herein and in the Credit Agreement, as amended hereby, and the Other Documents, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the date hereof, as if those representations and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other date; (d) No Default or Event of Default shall exist under the Credit Agreement or any of the Other Documents, and no Default or Event of Default will result under the Credit Agreement or any Other Documents from the execution, delivery or performance of this Amendment; and (e) Administrative Agent shall have received payment of all fees such other approvals, opinions and expenses incurred by Agent and documents as any Lender, through the Required Lenders in connection with the Credit AgreementAdministrative Agent, the Other Documents and this Amendmentmay reasonably request.

Conditions Precedent to Effectiveness. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent, unless specifically waived in writing by Agent (This Agreement shall become effective on the date on which the conditions have been satisfied or waived in writing by Agent, the “Effective Date”): (a) Administrative Agent shall have received a duly executed version of the following documentsfollowing, in each case(where applicable and unless otherwise specified below) dated the Effective Date, in form and substance satisfactory to Agent: (i) this Amendment; (ii) that certain Officer’s Closing Certificate, dated as of the date hereof, made by Xxxxxxx in favor of Agent; (iii) a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify (i) copies of resolutions in form and substance reasonably satisfactory to the Administrative Agent, : (a) Evidence (which may include facsimile or other electronic transmission of a signed signature page hereof) that each party hereto has signed a counterpart of this Agreement. (b) Certified copies of (x) the charter and by-laws of the board Borrower, (y) resolutions of directors (or other equivalent governing body, member or partner) the Executive Committee of such the Board of Directors of the Borrower authorizing and approving this Agreement and the executiontransactions contemplated hereby, delivery and performance (z) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement. (c) A certificate of this Amendment the Secretary or an Assistant Secretary of the Borrower certifying the names and any Other Document related thereto, (ii) the incumbency and signature true signatures of the officers of such the Borrower authorized to execute sign this Amendment Agreement and such Other Documents, the other documents to be delivered hereunder. (iiid) copies of the Organizational Documents of such Borrower as in effect on such date, complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation or related document, by A certificate from the Secretary of State or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement and Limited Consent the State of formation not more than thirty (30) days prior Delaware dated a date reasonably close to the date hereof and (iv) Effective Date as to the good standing of and charter documents filed by the Borrower. (or equivalent statuse) A favorable opinion of such Borrower in its jurisdiction of organizationXxxxxxxx X. Xxxxxx, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior Esq., counsel to the date hereofBorrower, issued by substantially in the Secretary form of State or other appropriate official of such jurisdiction;Exhibit C. (ivf) executed legal opinions A certificate of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP and Xxxxxx Xxxxxxx LLP, which shall cover such matters incident to the transactions contemplated by this Amendment and related agreements as Agent may reasonably require; and two Responsible Officers certifying that (vi) all other documents and information as shall be reasonably requested by Agent or any Lender; (b) Agent shall have received updated lien searches on each Borrower, the results of which shall be satisfactory to the Agent and the Required Lenders and shall reveal no liens other than Permitted Encumbrances; (c) The representations and warranties made by the Loan Parties contained herein and in the Credit Agreement, as amended hereby, and the Other Documents, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the date hereof, as if those representations and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other date; (d) No Default or Event of Default shall exist under the Credit Agreement or any of the Other Documents, and no Default or Event of Default will result under as of the date thereof has occurred and is continuing, and (ii) each of the representations and warranties contained in Section 4.01 is true and correct on and as of the date thereof as if made on and as of such date. (g) Such other approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as the Administrative Agent or any Lender, through the Administrative Agent, may reasonably request. (h) All fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced no fewer than two Business Days prior to the Effective Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (i) Evidence of the termination of the Existing Credit Agreement and that the Borrower has paid all amounts then payable thereunder. 7552140v7 19897.00013 (j) All documentation and other information reasonably requested at least five Business Days prior to the Effective Date by the Administrative Agent or any Other Documents from Lender through the executionAdministrative Agent that is required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, delivery including the Patriot Act, has been received at least three Business Days prior to the Effective Date. Without limiting the generality of the provisions of Section 7.03(c), for purposes of determining compliance with the conditions specified in this Section 3.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or performance of this Amendment; and (e) accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received payment of all fees and expenses incurred by Agent and notice from such Lender prior to the Required Lenders in connection with the Credit Agreement, the Other Documents and this Amendmentproposed Effective Date specifying its objection thereto.

Conditions Precedent to Effectiveness. The effectiveness of this Amendment Agreement and the obligation of the Issuing Bank to issue Letters of Credit hereunder is subject to the satisfaction of the following conditions precedent, unless specifically waived precedent (except to the extent expressly provided otherwise in writing by Agent (the date on which the conditions have been satisfied or waived in writing by Agent, the “Effective Date”this Section 4.01): (a) Agent The Arranger and the Issuing Bank shall each have received a duly executed version the following, each dated as of the following documents, in each case, Effective Date (unless otherwise specified) and in form and substance satisfactory to Agentthe Issuing Bank: (i) An executed counterpart of this AmendmentAgreement from the Applicant; (ii) that certain Officer’s Closing Certificate, dated as Certified copies of the date hereof, made by Xxxxxxx in favor resolutions of Agentthe board of directors of the Applicant approving the Transactions and entry into the Facility Documents to which it is a party; (iii) a certificate A copy of the Secretary or Assistant Secretary (charter or other equivalent officer, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as constitutive document of the date hereof which shall certify (i) copies of resolutions in form Applicant and substance reasonably satisfactory to Agenteach amendment thereto, certified by an officer of the board of directors (or other equivalent governing body, member or partner) of such Borrower authorizing the execution, delivery Applicant as being a true and performance of this Amendment and any Other Document related thereto, (ii) the incumbency and signature of the officers of such Borrower authorized to execute this Amendment and such Other Documents, (iii) copies of the Organizational Documents of such Borrower as in effect on such date, complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation or related document, by the Secretary of State or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement and Limited Consent of formation not more than thirty (30) days prior to the date hereof and (iv) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the date hereof, issued by the Secretary of State or other appropriate official of such jurisdictioncorrect copy thereof; (iv) executed legal opinions A certificate of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP an officer of the Applicant certifying the names and Xxxxxx Xxxxxxx LLP, true signatures of the officers of the Applicant authorized to sign each Facility Document to which shall cover such matters incident it is or is to be a party and the transactions contemplated by this Amendment other documents to be delivered hereunder and related agreements as Agent may reasonably require; andthereunder; (v) all other documents A customary legal opinion of Xxxxxxxx & Xxxxx LLP, as special counsel to the Applicant, with respect to corporate matters and information as shall be reasonably requested by Agent or any Lenderthe Final Order; (bvi) Agent shall have received updated lien searches on each Borrower, A certificate of good standing for the results Applicant from the applicable secretary of which shall be satisfactory to state or similar official in its jurisdiction of organization (as of a date reasonably near the Agent and the Required Lenders and shall reveal no liens other than Permitted EncumbrancesEffective Date); (cvii) The [Reserved]; (viii) A certificate of a Responsible Officer of the Applicant reasonably satisfactory in form and substance to the Issuing Bank: (A) stating that each of the representations and warranties made by the Loan Parties contained herein Applicant in or pursuant to the Agreement are true and correct in all material respects on the Credit AgreementEffective Date, provided that any representation or warranty qualified as amended hereby, to materiality shall be true and the Other Documents, correct in all respects and any representation or warranty made solely with respect to a specified prior date shall be true and correct in all material respects (without duplication subject to clause (1) of any materiality qualifier contained thereinthis proviso) as of such specified date; and (B) stating that no Default or Event of Default after giving effect to Transactions; and (ix) An executed counterpart of the date hereofL/C Cash Collateral Agreement in respect of the Letter of Credit Account from the Applicant. (b) [Reserved]. (c) All costs, as if those fees, expenses (including, without limitation, reasonable and documented legal fees and expenses) and other compensation, payable to the Issuing Bank shall have been paid to the extent due and invoiced at least one (1) day prior to the Effective Date. (d) The representations and warranties were made for of the first time on such date, except for those representations and warranties that are specifically made as of another date Applicant contained in each Facility Document to which it is a party shall be true and correct in all material respects (without duplication and in all respects if any such representation or warranty is already qualified by materiality) on and as of any materiality qualifier contained thereinthe Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or if applicable, in all respects) as of such other earlier date;). (de) No At the time of and immediately after the Effective Date, no Default or Event of Default shall exist have occurred and be continuing. (f) [Reserved]. (g) The Final Order Entry Date shall have occurred and the Final Order shall be in full force and effect and shall not have been reversed, stayed, modified, or vacated on appeal. (h) [Reserved] (i) No trustee under the Credit Agreement Chapter 7 or any Chapter 11 of the Other Documents, Bankruptcy Code or examiner with enlarged powers beyond those set forth in Section 1106(a)(3) and no Default or Event (4) of Default will result under the Credit Agreement or any Other Documents from Bankruptcy Code shall have been appointed in the execution, delivery or performance of this Amendment; andBankruptcy Case. (ej) Agent Since December 31, 2016, there shall have received payment been no Material Adverse Effect. (k) The amount of all fees and expenses incurred the L/C Facility on the Effective Date shall not exceed the amount authorized by Agent and the Required Lenders in connection with the Credit Agreement, the Other Documents and this AmendmentFinal Order.

Conditions Precedent to Effectiveness. (a) The effectiveness of this Amendment Agreement is subject to the satisfaction of the following conditions: (i) Each of this Agreement, the Guarantee, the Direction and Undertaking Regarding Remedies, the Indemnification Agreement, the Advisory Agreement, the Custodian Agreement, the Declaration of Trust and the Expense Limitation Agreement shall be duly authorized, executed and delivered by each of the parties thereto and be in full force and effect and executed counterparts of each such Transaction Document shall have been delivered to the Insurer. (ii) The Insurer shall have received (A) a certificate of the Secretary or Assistant Secretary of the Adviser, dated as of the Effective Date, as to the incumbency and signature of the officers or other employees of the Adviser authorized to sign this Agreement on behalf of the Adviser and certifying that attached thereto are true, complete and correct copies of its constituent documents and resolutions duly adopted by the Adviser authorizing the execution and delivery of this Agreement, and (B) a good standing certificate from the Washington Secretary of State regarding the Adviser. (iii) The Insurer and the Adviser each shall have received (A) a certificate of the Secretary or Assistant Secretary of the Calculation Agent, dated as of the Effective Date, as to the incumbency and signature of the officers or other employees of the Adviser authorized to sign this Agreement on behalf of the Calculation Agent and certifying that attached thereto are true, complete and correct copies of its constituent documents and resolutions duly adopted by the Adviser authorizing the execution and delivery of this Agreement, and (B) a good standing certificate from the New York Secretary of State regarding the Calculation Agent. (iv) The Insurer shall have received (A) a certificate of the Secretary or Assistant Secretary of the Trust, dated as of the Effective Date, as to the incumbency and signature of the officers or other employees of the Trust authorized to sign this Agreement on behalf of the Trust, on behalf of its series, the Fund, and certifying that attached thereto are true, complete and correct copies of its resolutions duly adopted by the Board of Trustees of the Trust authorizing the execution and delivery of this Agreement, and (B) a copy of the Declaration of Trust certified as of a recent date by the Secretary of the Commonwealth of Massachusetts. (v) The Adviser and the Fund each shall have received a certificate of the Secretary or Assistant Secretary of the Insurer, dated as of the Effective Date, as to the incumbency and signature of the officers or employees of the Insurer authorized to sign this Agreement on behalf of the Insurer. (vi) The Insurer shall have received a certificate of the Secretary or Assistant Secretary of the Trust, dated as of the Effective Date, certifying that (A) amendments to the Trust's registration statement on Form N-1A with respect to each Class of Shares of the Fund (1) have been prepared by the Trust in conformity with the requirements of the Acts and the rules and regulations of the Commission thereunder, and (2) have been filed with the Commission under the Acts, (B) the most recent such amendment has become effective or has been declared effective by the Commission, (C) true and complete copies of such registration statement as amended with respect to the Fund to the Effective Date are attached thereto (the "Registration Statement"), excluding any exhibits thereto, (D) the Commission has not issued any order preventing or suspending the use of any preliminary prospectus relating to any Class of Shares and the Trust has not received any notice from the Commission pursuant to Section 8(e) of the Investment Company Act with respect to the Registration Statement, and (E) as to information other than the Ambac Information, the Registration Statement and the Prospectus and SAI with respect to each Class of Shares of the Fund do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (vii) The Insurer shall have received the following legal opinions, in form and substance satisfactory to the Insurer, dated the Effective Date: (A) the opinion of Stradley Ronon Stevens & Young, counsel to the Fund; (B) the oxxxxxx xf Dechexx, xxxnsex xx the Adviser; (C) the opinion of Karl J. Ege, General Counsel and Secretary to the Adviser; (D) the xxxxxxn of Wilmer, Cutler & Pickering, counsel to the Calculation Agent; (X) xxe xxxxxxn ox xx-xxxxe counsel to the Calculation Agent; and (F) such other opinions as the Insurer may reasonably request. (viii) The Adviser shall have received the following legal opinions, in form and substance satisfactory to the Adviser, dated the Effective Date: (A) the opinion of Stradley Ronon Stevens & Young, counsel to the Fund; (B) the oxxxxxx xf Kevin Xxxxx, Maxxxxxg Director and General Counsel of the Insuxxx; (X) xxe opinion of in-house counsel to the Calculation Agent; (D) the opinion of Wilmer, Cutler & Pickering, counsel to the Calculation Agent; xxx (X) xxxx xthex xxxxxxxs as the Adviser may reasonably request. (ix) The Calculation Agent shall have received the following legal opinions, in form and substance satisfactory to the Calculation Agent, dated the Effective Date: (A) the opinion of Stradley Ronon Stevens & Young LLP, counsel to the Fund; (B) txx xxxxxon of Dxxxxxx, coxxxxx to the Adviser; (C) the opinion of Karl J. Ege, General Xxxxxel and Secretary to the Adviser; and (D) the opinion of Kevin Doyle, Managing Director and General Counsel of the Insuxxx. (x) The Fund shall have received the following legal opinions, in form and substance satisfactory to the Adviser, dated the Effective Date: (A) the opinion of Dechert, counsel to the Adviser; (B) the opinion of Karl J. Ege, General Counsel and Secretary to the Adviser; (C) xxx xxxxxxx xx in-house counsel to the Calculation Agent; (D) the opinion of Kevin Doyle, Managing Director and General Counsel of the Insuxxx; (X) xxe opinion of Wilmer, Cutler & Pickering, counsel to the Calculation Agent; and (X) xxxh xthex xxxxxxxs as the Fund may reasonably request. (xi) All proceedings, documents, instruments and other legal matters in connection with the transactions contemplated by this Agreement and the other Transaction Documents shall be in form and substance to the satisfaction of the Fund and the Insurer, and the Fund and the Insurer shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request. (b) The obligation of the Insurer to issue the Policy is subject to the satisfaction of the following conditions precedent, unless specifically waived in writing by Agent (on the date on which the conditions have been satisfied or waived in writing by Agent, the “Effective Inception Date”): (a) Agent shall have received a duly executed version of the following documents, in each case, in form and substance satisfactory to Agent: (i) this Amendment; (ii) that certain Officer’s Closing Certificate, dated as Each of the date hereof, made by Xxxxxxx in favor of Agent; (iii) a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify (i) copies of resolutions in form and substance reasonably satisfactory to Agent, of the board of directors (or other equivalent governing body, member or partner) of such Borrower authorizing the execution, delivery and performance of this Amendment and any Other Document related thereto, (ii) the incumbency and signature of the officers of such Borrower authorized to execute this Amendment and such Other Documents, (iii) copies of the Organizational Documents of such Borrower as in effect on such date, complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation or related document, by the Secretary of State or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement and Limited Consent of formation not more than thirty (30) days prior to the date hereof and (iv) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the date hereof, issued by the Secretary of State or other appropriate official of such jurisdiction; (iv) executed legal opinions of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP and Xxxxxx Xxxxxxx LLP, which shall cover such matters incident to the transactions contemplated by this Amendment and related agreements as Agent may reasonably require; and (v) all other documents and information as shall be reasonably requested by Agent or any Lender; (b) Agent shall have received updated lien searches on each Borrower, the results of which shall be satisfactory to the Agent and the Required Lenders and shall reveal no liens other than Permitted Encumbrances; (c) The representations and warranties made by the Loan Parties contained herein and in Adviser, the Credit Agreement, as amended herebyCalculation Agent, and the Other Documents, Fund in this Agreement shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of such date, and the date hereofInsurer shall have received a certification from an officer of each of the Adviser, the Calculation Agent, and the Fund to such effect as if those to the representations and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other date;by it. (dii) No Default Trigger Event shall have occurred. (iii) No statute, rule, regulation or Event of Default order shall exist under have been enacted, entered or deemed applicable by any Government Authority which could reasonably be expected to make the Credit Agreement or transactions contemplated by any of the Other DocumentsTransaction Documents void, and no Default unenforceable, illegal or Event of Default will result under otherwise prevent the Credit Agreement or any Other Documents from the execution, delivery or performance of this Amendment; andconsummation thereof. (eiv) Agent No suit, action or other proceeding, investigation, or injunction or final judgment relating thereto, shall have received payment of all fees and expenses incurred by Agent and the Required Lenders be pending or threatened before any court or governmental agency in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with any of the Credit Transaction Documents. (v) There shall not have been an Adverse Effect with respect to the Adviser or the Fund since the date of this Agreement. (vi) The Adviser shall have (A) retained an Independent Verifier as contemplated by Section 10.01, (B) prepared a form of Independent Verification Report covering such matters as the Adviser and the Insurer have agreed as contemplated by Section 10.02, (C) delivered to the Insurer a fully executed copy of the Independent Verifier Agreement and (D) delivered to the Insurer a certificate of an officer of the Adviser attesting to the due authorization, execution and delivery of the Independent Verifier Agreement by the Adviser. (vii) On the Inception Date, the Other Documents and Guarantee Amount shall not exceed $600,000,000. If, during the Offering Period, the Fund expects to receive subscriptions for its Shares which could result in such Guarantee Amount exceeding $600,000,000, then the Fund shall consult with the Insurer. If the Insurer agrees to increase such maximum amount in its sole discretion, this AmendmentAgreement will be amended accordingly. (viii) The Adviser shall have provided to the Insurer a copy of the Pricing Procedures in effect with respect to the Fund.

Conditions Precedent to Effectiveness. The effectiveness of this Amendment Agreement is subject to the satisfaction fulfillment of the following conditions precedent, unless specifically waived in writing by Agent (the date on which the conditions have been satisfied or waived in writing by Agent, the “Effective Date”):: (a) The Administrative Agent shall have received a duly executed version of on or before the following documentsClosing Date the following, in each casedated the Closing Date, in form and substance satisfactory to Agent:the Administrative Agent and in sufficient copies for each Lender (except for the Notes): (i) Counterparts of this Amendment;Agreement, duly executed by each Borrower. (ii) that certain Officer’s Closing CertificateContract Notes of each Borrower, dated as duly made to the order of each Lender in the date hereof, made by Xxxxxxx in favor amount of Agent;such Lender's Commitment. (iii) a Competitive Notes of each Borrower, duly made to the order of each Lender in the amount of such Borrower's Borrower Sublimit. (iv) A certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify certifying: (i) copies of resolutions in form and substance reasonably satisfactory to Agent, of the board of directors (or other equivalent governing body, member or partner) of such Borrower authorizing the execution, delivery and performance of this Amendment and any Other Document related thereto, (iiA) the incumbency names and signature true signatures of the officers of such Borrower authorized to execute sign this Amendment Agreement and such Other DocumentsBorrower's Notes, as the case may be, and the other documents to be delivered by such Borrower hereunder; (iiiB) that attached thereto are true and correct copies of: (1) in the case of NU, its Declaration of Trust, and in the case of CL&P and WMECO, its Articles of Incorporation and By-laws, together with all amendments thereto, as in effect on such date; (2)in the case of NU, the resolutions of its Board of Trustees and, in the case of CL&P and WMECO, the resolutions of their respective Boards of Directors, in each case approving this Agreement and such Borrower's Notes and the other documents to be delivered by or on behalf of such Borrower hereunder; (3)all documents evidencing other necessary corporate or other similar action, if any, with respect to the execution, delivery and performance by such Borrower of this Agreement and such Borrower's Notes; and (4) true and correct copies of all Governmental Approvals referred to in clause (i) of the Organizational Documents definition of 'GOVERNMENTAL APPROVAL' required to be obtained or made by such Borrower in connection with the execution, delivery and performance by such Borrower of this Agreement and such Borrower's Notes. (C) that the resolutions referred to in the foregoing clause (B)(2) have not been modified, revoked or rescinded and are in full force and effect on such date. (v) A certificate signed by the Treasurer or Assistant Treasurer of each Borrower, certifying as to: (A) the SEC Borrowing Limit of such Borrower as in effect on such date, complete with all amendments thereto, certified, the Closing Date; (B) in the case of any Certificate NU, the Aggregate Dividend Paying Ability of Formationthe Operating Companies as of September 30, Certificate 1996; (C) the delivery to each of Incorporation or related documentthe Lenders, by the Secretary of State or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement and Limited Consent of formation not more than thirty (30) days prior to the date hereof Closing Date, of true, correct and complete copies (iv) the good standing (or equivalent statusother than exhibits thereto) of such Borrower in its jurisdiction all of organization, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the date hereof, issued by the Secretary of State or other appropriate official of such jurisdiction; (iv) executed legal opinions of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP and Xxxxxx Xxxxxxx LLP, which shall cover such matters incident to the transactions contemplated by this Amendment and related agreements as Agent may reasonably requireDisclosure Documents; and (vD) the absence of any material adverse change in the financial condition, operations, properties or prospects of such Borrower since June 30, 1996, except as disclosed in the Disclosure Documents. (vi) A certificate of a duly authorized officer of each Borrower stating that (i)the representations and warranties contained in Section 6.01 of such Borrower are correct, in all material respects, on and as of the Closing Date before and after giving effect to the Advances to be made on such date and the application of the proceeds thereof, and (ii)no event has occurred and is continuing with respect to such Borrower which constitutes an Event of Default or Unmatured Default in respect of such Borrower, or would result from such initial Advances or the application of the proceeds thereof. (vii) Such financial, business and other documents information regarding each Borrower and information its Principal Subsidiaries, as any Agent shall be have reasonably requested by requested. (viii) Favorable opinions of: (A) Day, Xxxxx & Xxxxxx, counsel to the Borrowers, in substantially the form of Exhibit 5.01A hereto and as to such other matters as the Administrative Agent or any Lendermay reasonably request; (B) Xxxxxxx X. Xxxxxx, Assistant General Counsel of NUSCO, in substantially the form of Exhibit 5.01B-1 hereto; Xxxxxxxxx X. Xxxxxxx, Senior Counsel of PSNH, in substantially the form of Exhibit 5.01B-2 hereto; and Xxxxxxx Early, Senior Counsel of NUSCO, in substantially the form of Exhibit 5.01B-3 hereto; and, in each case, as to such other matters as the Administrative Agent may reasonably request; and (C) King & Spalding, special New York counsel to the Administrative Agent, in substantially the form of Exhibit 5.01C hereto and as to such other matters as the Administrative Agent may reasonably request. (b) Agent All fees and other amounts payable pursuant to Section 2.02 hereof or pursuant to the Fee Letters shall have received updated lien searches on each Borrower, the results of which shall be satisfactory been paid (to the Agent extent then due and the Required Lenders and shall reveal no liens other than Permitted Encumbrances;payable). (c) The representations and warranties made by the Loan Parties contained herein and in the Credit Agreement, as amended hereby, and the Other Documents, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the date hereof, as if those representations and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other date; (d) No Default or Event of Default shall exist under the Credit Agreement or any of the Other Documents, and no Default or Event of Default will result under the Credit Agreement or any Other Documents from the execution, delivery or performance of this Amendment; and (e) Administrative Agent shall have received payment such other approvals, opinions and documents as the Majority Lenders, through the Administrative Agent, shall have reasonably requested as to the legality, validity, binding effect or enforceability of all fees and expenses incurred by Agent this Agreement and the Required Lenders in connection with Notes or the Credit Agreementfinancial condition, the Other Documents operations, properties or prospects of each Borrower and this Amendmenttheir respective Principal Subsidiaries.

Conditions Precedent to Effectiveness. (a) The effectiveness of this Amendment the Agreement is subject to the prior or concurrent satisfaction of the following conditions precedentand the Administrative Agent shall receive for the account of each Lender party to the Agreement the following, each, unless specifically waived in writing by Agent (otherwise noted, dated the date on which the conditions have been satisfied or waived in writing by Agent, the “Effective Date”):, and in form and substance satisfactory to the Administrative Agent and the Arranger: (ai) Agent shall have received a duly executed version Copies of resolutions of the following documentsBoard of Directors of the Borrower (or its Executive Committee, together with evidence of the authority of the Executive Committee) approving this Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, certified as of a recent date prior to the Effective Date; (ii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by the Borrower hereunder; (iii) Certified copies of the Borrower’s Certificate of Incorporation, together with good standing certificates from the State of Delaware and the State of Minnesota, each to be dated a recent date prior to the Effective Date; (iv) Copies of the Borrower’s Bylaws, certified as of the Effective Date by its Secretary or an Assistant Secretary; (v) Executed originals of this Agreement and the other documents to be delivered by the Borrower hereunder; (vi) A favorable opinion of Xxxxxx X. Xxxxxxxxx, Senior Vice President and General Counsel to the Borrower, substantially in each casethe form of Exhibit F hereto; (vii) A favorable opinion of O’Melveny & Xxxxx LLP, counsel for the Agents, substantially in the form of Exhibit G hereto; (viii) A certificate of an authorized officer of the Borrower to the effect that since October 26, 2002, there has been no material adverse change in the business, condition (financial or otherwise), results of operations or prospects of the Borrower and its Subsidiaries, taken as a whole; (ix) A certificate of an authorized officer of the Borrower, in form and substance satisfactory to the Administrative Agent: , to the effect that (i) the representations and warranties in Section 4.01 are correct on and as of the Effective Date, to the same extent as though made on and as of the Effective Date, except to the extent that any such representation or warranty expressly relates only to an earlier date, in which case they were correct as of such earlier date; (b) such Borrower has performed in all material respects all agreements and satisfied all conditions which this AmendmentAgreement provides shall be performed and satisfied by it on or before the Effective Date; and (c) no event has occurred and is continuing, or would result from the Borrowings made on and as of the Effective Date or from the application of the proceeds from such Borrowings, which constitutes an Event of Default or a Potential Event of Default; (iix) that certain Officer’s Closing CertificatePayment of up front fees to the Lenders, dated as of agreed by and among the date hereofArranger, made by Xxxxxxx in favor of AgentLenders and the Borrower; (iiixi) a certificate Evidence of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify (i) copies the contemporaneous repayment of resolutions in form and substance reasonably satisfactory to Agent, any indebtedness of the board of directors Borrower under the Existing Credit Agreement (or other equivalent governing body, member or partner) of such Borrower authorizing the execution, delivery including borrowings and performance of this Amendment and any Other Document related theretoaccrued interest), (ii) the incumbency contemporaneous payment of fees payable, if any, by the Borrower under the Existing Credit Agreement and signature of the officers of such Borrower authorized to execute this Amendment and such Other Documents, (iii) copies the contemporaneous termination of the Organizational Documents of such Borrower as in effect on such date, complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation or related document, by the Secretary of State or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Existing Credit Agreement and Limited Consent of formation not more than thirty (30) days prior to on the date hereof and (iv) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the date hereof, issued by the Secretary of State or other appropriate official of such jurisdiction; (iv) executed legal opinions of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP and Xxxxxx Xxxxxxx LLP, which shall cover such matters incident to the transactions contemplated by this Amendment and related agreements as Agent may reasonably require; and (v) all other documents and information as shall be reasonably requested by Agent or any Lender;Effective Date. (b) The Administrative Agent shall have received updated lien searches on each Borrowersuch other approvals, opinions or documents as the results of Requisite Lenders through the Administrative Agent may reasonably request (which request shall be satisfactory made in sufficient time to allow the Agent and the Required Lenders and shall reveal no liens other than Permitted Encumbrances; (c) The representations and warranties made by the Loan Parties contained herein and in the Credit Agreement, as amended hereby, and the Other Documents, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the date hereof, as if those representations and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other date; (d) No Default or Event of Default shall exist under the Credit Agreement or any of the Other Documents, and no Default or Event of Default will result under the Credit Agreement or any Other Documents from the execution, delivery or performance of this Amendment; and (e) Agent shall have received payment of all fees and expenses incurred by Agent and the Required Lenders in connection with the Credit Agreement, the Other Documents and this AmendmentBorrower to comply therewith).

Conditions Precedent to Effectiveness. The effectiveness of this Amendment is Agreement, including without limitation, the Lenders’ consent under Section 12.23. to the Assumption and the release of the Parent from its obligations under the Existing Credit Agreement, and the obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, are both subject to the satisfaction or waiver of the following conditions precedent, unless specifically waived in writing by Agent (the date on which the conditions have been satisfied or waived in writing by Agent, the “Effective Date”):: (a) The Administrative Agent shall have received a duly executed version each of the following documents, in each casefollowing, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this AmendmentAgreement executed by each of the parties hereto; (ii) that certain Officer’s Closing CertificateRevolving Notes, dated as of Term Notes and Bid Rate Notes executed by the date hereofBorrower, made payable to each applicable Lender (including any Designated Lender, if applicable but excluding (a) and the Swingline Note executed by Xxxxxxx in favor of Agentthe Borrower; (iii) a an opinion of counsel to the Borrower and the other Loan Parties, addressed to the Administrative Agent and the Lenders and covering such matters as the Administrative Agent may reasonably request; (iv) the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of each Loan Party certified by the Secretary or Assistant Secretary (or other equivalent officer, partner or managerindividual performing similar functions) of each Borrower in form and substance satisfactory Loan Party; (v) a certificate of good standing (or certificate of similar meaning) with respect to Agent dated each Loan Party issued as of a recent date by the date hereof which shall certify (i) copies Secretary of resolutions in form and substance reasonably satisfactory to Agent, State of the board state of directors formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (vi) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other equivalent governing bodyindividual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Notices of Revolving Borrowing, Notices of Swingline Borrowing, requests for Letters of Credit, Notices of Conversion and Notices of Continuation; (vii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (A) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (B) all corporate, partnership, member or partner) of other necessary action taken by such Borrower authorizing Loan Party to authorize the execution, delivery and performance of this Amendment and any Other Document related thereto, the Loan Documents to which it is a party; (iiviii) the incumbency and signature a Compliance Certificate calculated as of the officers of such Borrower authorized to execute this Amendment and such Other DocumentsEffective Date on a pro forma basis for the Parent’s fiscal quarter ended September 30, 2016; (iiiix) copies a Disbursement Instruction Agreement effective as of the Organizational Documents of such Borrower as in effect on such dateAgreement Date; (x) evidence that all fees, complete with all amendments thereto, certified, in expenses and reimbursement amounts due and payable to the case of any Certificate of Formation, Certificate of Incorporation or related document, by Administrative Agent under the Secretary of State or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Existing Credit Agreement and Limited Consent of formation not more than thirty (30) days or this Agreement to the extent a reasonably detailed invoice has been delivered to the Borrower prior to the date hereof Agreement Date, including without limitation the reasonable and (iv) the good standing (or equivalent status) documented out-of-pocket fees and expenses of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior counsel to the date hereofAdministrative Agent, issued by the Secretary of State or other appropriate official of such jurisdictionhave been paid; (ivxi) executed legal opinions copies certified by a Responsible Officer of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP the Borrower of the material assumption and Xxxxxx Xxxxxxx LLPcontribution agreements entered into between or among any of the Parent, which shall cover the Borrower or any other Subsidiary to effect the Reorganization, including in any event (A) all such matters incident agreements effecting the contribution to the transactions contemplated Borrower or any of its Subsidiaries of all Properties and other assets of the Parent and any of its other Subsidiaries other than assets permitted to be held by this Amendment the Parent and related its Subsidiaries under Section 7.15.(a) and (B) any such assumption agreements as Agent may reasonably require; andexecuted by the Borrower with respect to the Indebtedness of the Parent permitted to exist under Section 7.15.(a)(3)(iii). (vxii) all other documents an officer’s certificate from the chief executive officer or chief financial officer of the Borrower certifying that (A) the Reorganization has been, or will be substantially contemporaneously with the effectiveness of this Agreement, consummated, (B) no Default or Event of Default exists as of the date the Reorganization, or will exist immediately after giving effect thereto and information as shall be reasonably requested by Agent or any Lender; (bC) Agent shall have received updated lien searches on each Borrower, the results of which shall be satisfactory to the Agent and the Required Lenders and shall reveal no liens other than Permitted Encumbrances; (c) The representations and warranties made or deemed made by the Borrower or any other Loan Parties contained herein and Party in the Credit Agreement, as amended hereby, and the Other Documents, shall be any Loan Document to which such Loan Party is a party are true and correct in all material respects (without duplication except in the case of any materiality qualifier contained thereina representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of on the date hereof, as if those the Reorganization except to the extent that such representations and warranties were made for the first time on expressly relate solely to an earlier date (in which case such date, except for those representations and warranties that are specifically made as of another date which shall be have been true and correct in all material respects (without duplication except in the case of any materiality qualifier contained thereina representation or warranty qualified by materiality, in which case such representation or warranty shall have been true in all respects) on and as of such other earlier date) and except for changes in factual circumstances expressly permitted hereunder; (dxiii) No Default or Event of Default shall exist under such other documents and instruments as the Credit Agreement Administrative Agent, or any of Lender through the Other DocumentsAdministrative Agent, and no Default or Event of Default will result under the Credit Agreement or any Other Documents from the execution, delivery or performance of this Amendmentmay reasonably request; and (eb) Agent the Borrower and each other Loan Party shall have received payment of provided all fees and expenses incurred information requested by the Administrative Agent and the Required Lenders each Lender in connection order to comply with the Credit Agreementapplicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Other Documents and this AmendmentPatriot Act.

Conditions Precedent to Effectiveness. (a) The effectiveness of this Amendment is the Original Agreement was subject to the satisfaction of the following conditions precedent, unless specifically waived in writing by Agent (the date on which the conditions have been satisfied or waived in writing by Agent, the “Effective Date”): (a) Agent shall have received a duly executed version of the following documents, in each case, in form and substance satisfactory to Agentconditions: (i) this Amendment;Each Transaction Document (other than the Policy, the Prospectus and the Independent Verifier Agreement) shall be duly authorized, executed and delivered by each of the parties thereto and be in full force and effect and executed counterparts of each such Transaction Document shall have been delivered to the Insurer. (ii) that certain Officer’s Closing Certificate, dated as of the date hereof, made by Xxxxxxx in favor of Agent; The Insurer shall have received (iiiA) a certificate of the Secretary or Assistant Secretary (or other equivalent officerof the Adviser, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify (i) copies of resolutions in form and substance reasonably satisfactory Effective Date, as to Agent, of the board of directors (or other equivalent governing body, member or partner) of such Borrower authorizing the execution, delivery and performance of this Amendment and any Other Document related thereto, (ii) the incumbency and signature of the officers or other employees of such Borrower the Adviser authorized to execute sign this Amendment Agreement on behalf of the Adviser and such Other Documentscertifying that attached thereto are true, complete and correct copies of its constituent documents and resolutions duly adopted by the Adviser authorizing the execution and delivery of this Agreement, and (B) a good standing certificate from the Delaware Secretary of State regarding the Adviser. (iii) The Insurer shall have received (A) a certificate of the Secretary or Assistant Secretary of the Trust, dated as of the Effective Date, as to the incumbency and signature of the officers or other employees of the Trust authorized to sign this Agreement on behalf of the Trust, and certifying that attached thereto are true, complete and correct copies of its resolutions duly adopted by the Organizational Documents Board of such Borrower Trustees of the Trust authorizing the execution and delivery of this Agreement, and (B) a copy of the Declaration of Trust certified as in effect on such date, complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation or related document, a recent date by the Secretary of State or other appropriate official the Commonwealth of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement and Limited Consent of formation not more than thirty (30) days prior to the date hereof and (iv) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the date hereof, issued by the Secretary of State or other appropriate official of such jurisdiction;Massachusetts. (iv) executed The Adviser and the Fund shall have received a certificate of the Secretary or Assistant Secretary of the Insurer, dated as of the Effective Date, as to the incumbency and signature of the officers or employees of the Insurer authorized to sign this Agreement on behalf of the Insurer. (v) The Insurer shall have received a certificate of the Secretary or Assistant Secretary of the Trust, dated as of the Effective Date, certifying that (A) amendments to the Trust's registration statement on Form N-1A with respect to each Class of Shares of the Fund (1) have been prepared by the Trust in conformity with the requirements of the Acts and the rules and regulations of the Commission thereunder, and (2) have been filed with the Commission under the Acts, (B) the most recent such amendment has become effective or has been declared effective by the Commission, (C) true and complete copies of such registration statement as amended with respect to the Fund to the Effective Date are attached thereto (the "Registration Statement"), excluding any exhibits thereto, (D) the Commission has not issued any order preventing or suspending the use of any preliminary prospectus relating to any Class of Shares and the Trust has not received any notice from the Commission pursuant to Section 8(e) of the Investment Company Act with respect to the Registration Statement, and (E) the Registration Statement and the Prospectus with respect to each Class of Shares of the Fund do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (vi) The Insurer shall have received the following legal opinions opinions, in form and substance satisfactory to the Insurer, dated the Effective Date: the opinion of Xxxxxxx Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP and Xxxxxx Xxxxxxx LLP, which counsel to the Fund; and the opinion of Xxxxxxxxx X. Xxxxx, the General Counsel of the Adviser. (vii) The Adviser shall cover such have received the following legal opinions, in form and substance satisfactory to the Adviser, dated the Effective Date: the opinion of Xxxxxxx Xxxx XXX, counsel to the Fund, and the opinion of Xxxxx Xxxxx, Managing Director and General Counsel of the Insurer. (viii) The Fund shall have received the following legal opinions, in form and substance satisfactory to the Adviser, dated the Effective Date: (A) the opinion of Xxxxx Xxxxx, Managing Director and General Counsel of the Insurer, and (B) the opinion of Xxxxxxxxx X. Xxxxx the General Counsel of the Adviser. (ix) All proceedings, documents, instruments and other legal matters incident to in connection with the transactions contemplated by this Amendment Agreement and related agreements as Agent may reasonably require; and (v) all the other Transaction Documents shall be satisfactory in form and substance to the Insurer, and the Insurer shall have received such other documents and information in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall be reasonably requested by Agent or any Lender;request. (b) Agent shall have received updated lien searches on each Borrower, The obligation of the results of which shall be satisfactory Insurer to issue the Policy was subject to the Agent and satisfaction of the Required Lenders and shall reveal no liens other than Permitted Encumbrances;following conditions on the Inception Date: (ci) The Each of the representations and warranties made by the Loan Parties contained herein and in the Credit Agreement, as amended hereby, Adviser and the Other Documents, Fund in this Agreement shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of such date, and the date hereof, Insurer shall have received a certification from each of the Adviser and the Fund to such effect as if those to the representations and warranties were made for by it. (ii) No Trigger Event shall have occurred. (iii) No statute, rule, regulation or order shall have been enacted, entered or deemed applicable by any Government Authority which would make the first time on such datetransactions contemplated by any of the Transaction Documents illegal or otherwise prevent the consummation thereof. (iv) No suit, except for those representations and warranties that are specifically made as of another date which action or other proceeding, investigation, or injunction or final judgment relating thereto, shall be true pending or threatened before any court or governmental agency in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with any of the Transaction Documents. (v) There shall not have been an Adverse Effect with respect to the Adviser or the Fund since the date of this Agreement. (vi) The Adviser shall have (a) retained an Independent Verifier as contemplated by Section 10.01, (b) prepared a form of Independent Verification Report covering such matters as the Adviser and correct in all material respects the Insurer have agreed as contemplated by Section 10.02, (without duplication c) delivered to the Insurer a fully-executed copy of any materiality qualifier contained therein) as of such other date; the Independent Verifier Agreement, and (d) No Default or Event delivered to the Insurer a certificate of Default shall exist under the Credit Agreement or any an officer of the Other DocumentsAdviser attesting to the due authorization, execution and no Default or Event delivery of Default will result under the Credit Independent Verifier Agreement or any Other Documents from by the execution, delivery or performance of this Amendment; andAdviser. (evii) Agent On the Inception Date, the Guarantee Amount shall not exceed $1,000,000,000. If, during the Offering Period, the Fund expects to receive subscriptions for its Shares which could result in such Guarantee Amount exceeding $1,000,000,000, then the Fund shall consult with the Insurer. If the Insurer agrees to increase such maximum amount in its sole discretion, this Agreement will be amended accordingly. (viii) The parties shall have received payment of all fees and expenses incurred provided the notice procedures contemplated by Agent and Section 12.02(b). (ix) The Adviser shall have selected the Required Lenders BARRA Risk Model or the S&P Global Industry Classification as the system to be used to perform the Sector diversification test set forth in connection with the Credit Agreement, the Other Documents and this AmendmentSection 3.04(c).

Conditions Precedent to Effectiveness. The effectiveness of this Amendment initial Purchase Date hereunder is subject to the satisfaction of conditions precedent that the following conditions precedent, unless specifically waived in writing by Agent (the date on which the conditions have been satisfied or waived in writing by Collateral Agent, the “Effective Date”): (a) Administrative Agent and each Purchaser Agent shall have received a duly executed version (unless otherwise waived), each of the following documents, in each case, in form and substance satisfactory to Agent: (i) this Amendment; (ii) that certain Officer’s Closing Certificate, dated as of the date hereof, made by Xxxxxxx in favor of Agent; (iii) a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify (i) copies of resolutions in form and substance reasonably satisfactory to the Collateral Agent, the Administrative Agent and each Purchaser Agent: (a) a copy of the resolutions or unanimous written consents, as applicable, of the board of directors or managers or member (or other equivalent governing bodyany authorized sub-committee), member or partner) as the case may be, of such Borrower authorizing each of the ADT Entities required to authorize the execution, delivery delivery, and performance by such ADT Entity of this Amendment and each Transaction Document to be delivered by it hereunder, certified by its secretary or any Other Document related thereto, other authorized person; (iib) the incumbency and signature of the officers of such Borrower authorized to execute this Amendment and such Other Documents, (iii) copies of the Organizational Documents of such Borrower as in effect on such date, complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation or related document, by the Secretary of State or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement and Limited Consent of formation not more than thirty (30) days prior to the date hereof and (iv) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) certificates (or the equivalent thereof issued by any applicable jurisdictionequivalent) dated not more than thirty (30) days prior to for each of the date hereof, ADT Entities issued by the Secretary of State (or other appropriate official the equivalent) of the jurisdiction in which each such jurisdiction; entity is organized; (ivc) executed legal opinions a certificate of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP the secretary or assistant secretary of each of the ADT Entities certifying the names and Xxxxxx Xxxxxxx LLPtrue signatures of the officers authorized on its behalf to sign the Transaction Documents to be delivered by it (on which certificate the Collateral Agent, which shall cover such matters incident to the transactions contemplated by this Amendment Administrative Agent, each Purchaser and related agreements as each Purchaser Agent may reasonably require; and (v) all other documents and information conclusively 28 rely until such time as shall be reasonably requested by Agent or any Lender; (b) Agent such party shall have received updated lien searches on from any such ADT Entity, a revised certificate meeting the requirements of this clause (c)); (d) copies of the Constituent Documents of each Borrowerof the ADT Entities duly certified by the secretary or an assistant secretary of each such ADT Entity, and in in the results case of any certificates or articles of incorporation, formation or organization, certified by the Secretary of State (or the equivalent) of the jurisdiction in which each such entity is organized; (e) a search report by a nationally recognized search firm provided in writing to the Collateral Agent and the Administrative Agent by the Servicer listing all financing statements, state and federal tax, or ERISA liens and judgments that name the Seller or ADT, as debtor and that are filed in the jurisdictions in which filings were made pursuant to clause (f) and any other jurisdictions that the Collateral Agent or the Administrative Agent shall be reasonably request together with copies of such financing statements; (f) copies of proper financing statements (form UCC-3) (including amendment and termination statements) and release documentation each in form and substance reasonably satisfactory to the Collateral Agent and the Required Lenders and shall reveal no liens Administrative Agent with respect to any financing statement included in the search report described in clause (e) above, to the extent that any such financing statement set forth therein covers any Pool Receivables or Related Assets, other than Permitted Encumbrances; financing statements filed pursuant to this Agreement; (cg) The representations and warranties made by proper financing statements naming the Loan Parties contained herein and in the Credit Agreement, Seller as amended herebydebtor, and the Other Collateral Agent as secured party, to be filed in all applicable jurisdictions in respect of the Collateral; (h) favorable opinions of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP (including with respect to creation and perfection of security interests under the applicable UCC) counsel to the ADT Entities; non-consolidation, and true sale matters; and other customary opinions required by the Collateral Agent and the Administrative Agent; (i) completion of satisfactory due diligence in respect of the Receivable Pool by Purchasers, Purchaser Agents, the Collateral Agent, and the Administrative Agent; (j) duly executed copies of each of the Fee Letters; (k) duly executed copies of the Transaction Documents, including a Payment Direction in respect of each Lock-box Account, each Collection Account and the Omnibus Account (as each such term was defined herein on such Initial Purchase Date) which shall each be true in full force and correct in all material respects (without duplication effect, and completion of any materiality qualifier contained therein) the form of each Exhibit to this Agreement not attached hereto as of the date hereof, as if those representations and warranties were made for the first time Closing Date together with an amendment hereto attaching such Exhibits; (l) payment by or on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other date; (d) No Default or Event of Default shall exist under the Credit Agreement or any behalf of the Other DocumentsSeller of each Purchaser’s, each Purchaser Agent’s, the Collateral Agent’s, and no Default or Event of Default will result under the Credit Agreement or any Other Documents from the executionAdministrative Agent’s reasonable and documented out-of-pocket costs and expenses, delivery or performance of this Amendment; and (e) Agent shall have received payment of including all fees reasonable and expenses incurred by Agent and the Required Lenders in connection with the Credit Agreement, the Other Documents and this Amendment.documented 29 SK 28677 0004 8494650 v1726

Conditions Precedent to Effectiveness. The effectiveness of this Amendment is subject to the satisfaction This Agreement shall become effective on and as of the following conditions precedent, unless specifically waived in writing by Agent first date (the date on which the conditions have been satisfied or waived in writing by Agent, the “Effective Date”):) on which the following conditions precedent have been satisfied: (a) PMI shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (b) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly executed version authorized officer of PMI, dated the Effective Date, stating that: (i) the representations and warranties contained in Section 4.1 are correct on and as of the following documentsEffective Date, in and (ii) no event has occurred and is continuing that constitutes a Default or Event of Default. (c) The Administrative Agent shall have received on or before the Effective Date the following, each casedated such day, in form and substance satisfactory to the Administrative Agent: (i) Certified copies of the resolutions of the Board of Directors of PMI approving this Amendment;Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement. (ii) that certain Officer’s Closing Certificate, dated as of the date hereof, made by Xxxxxxx in favor of Agent; (iii) a A certificate of the Secretary or an Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower in form PMI certifying the names and substance satisfactory to Agent dated as of the date hereof which shall certify (i) copies of resolutions in form and substance reasonably satisfactory to Agent, of the board of directors (or other equivalent governing body, member or partner) of such Borrower authorizing the execution, delivery and performance of this Amendment and any Other Document related thereto, (ii) the incumbency and signature true signatures of the officers of such Borrower PMI authorized to execute sign this Amendment Agreement and such Other Documents, the other documents to be delivered hereunder. (iii) copies Favorable opinions of the Organizational Documents of such Borrower as in effect on such datecounsel (which may be in-house counsel) for PMI, complete with all amendments thereto, certified, substantially in the case form of any Certificate of Formation, Certificate of Incorporation or related document, by the Secretary of State or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement Exhibits E-1 and Limited Consent of formation not more than thirty (30) days prior to the date hereof and (iv) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the date hereof, issued by the Secretary of State or other appropriate official of such jurisdiction;E-2 hereto. (iv) executed legal opinions A favorable opinion of Xxxx Xxxx Xxxxxxx Xxxxx Xxxxxxx & Xxxx LLP and Xxxxxx Xxxxxxx Xxxxxxxx LLP, counsel for the Administrative Agent, substantially in the form of Exhibit G hereto. (v) A certificate of the chief financial officer or treasurer of PMI certifying that as of 31 December 2012 (A) the aggregate amount of Debt, payment of which is secured by any Lien referred to in clause (iii) of Section 5.2(a), does not exceed $400,000,000, and (B) the aggregate amount of Debt included in clause (A) of this subsection (v), payment of which is secured by any Lien referred to in clause (iv) of Section 5.2(a), does not exceed $200,000,000. (d) PMI shall cover have paid all accrued fees and reasonable expenses of the Administrative Agent and the Lenders with respect to this Agreement for which the Administrative Agent shall have made reasonable demand in accordance with Section 9.4(a) on or prior to the Effective Date. (e) This Agreement shall have been executed by PMI and RBS, as Administrative Agent, and the Administrative Agent shall have been notified by each Initial Lender that such matters incident Initial Lender has executed this Agreement. The Administrative Agent shall notify PMI and the Initial Lenders of the date which is the Effective Date upon satisfaction of all of the conditions precedent set forth in this Section 3.1. For purposes of determining compliance with the conditions specified in this Section 3.1, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by this Amendment and related agreements as Agent may reasonably require; and (v) all other documents and information as shall be reasonably requested by Agent or any Lender; (b) Agent Agreement shall have received updated lien searches on each Borrower, the results of which shall be satisfactory notice from such Lender prior to the Agent and date that PMI, by notice to the Required Lenders and shall reveal no liens other than Permitted Encumbrances; (c) The representations and warranties made by Lenders, designates as the Loan Parties contained herein and in the Credit Agreementproposed Effective Date, as amended hereby, and the Other Documents, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the date hereof, as if those representations and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other date; (d) No Default or Event of Default shall exist under the Credit Agreement or any of the Other Documents, and no Default or Event of Default will result under the Credit Agreement or any Other Documents from the execution, delivery or performance of this Amendment; and (e) Agent shall have received payment of all fees and expenses incurred by Agent and the Required Lenders in connection with the Credit Agreement, the Other Documents and this Amendmentspecifying its objection thereto.

Conditions Precedent to Effectiveness. The effectiveness of this Amendment Agreement is subject to the satisfaction of the following conditions precedent, unless specifically waived in writing by Agent (the date on which the conditions have been satisfied or waived in writing by Agent, the “Effective Date”):: (a) the Agent shall have received a duly executed version on behalf of the following documentseach Lender (or certain Lenders, in each caseas indicated below) has received, in form and substance satisfactory to the Agent, acting reasonably: (i) a duly executed copy of this AmendmentAgreement; (ii) that certain Officer’s Closing Certificate, dated as a certified copy of the date hereof, made by Xxxxxxx in favor articles and by-laws of Agentthe Borrower; (iii) a certified copy of the articles and by-laws of the Guarantor; (iv) a certificate of good standing under the laws of British Columbia in respect of the corporate existence of the Borrower; (v) a certificate of existence under the laws of State of Delaware in respect of the corporate existence of the Guarantor; (vi) a certified resolution of the Board of Directors of the Borrower with respect to this Agreement; (vii) a certified resolution of the Board of Directors of the Guarantor with respect to this Agreement; (viii) an incumbency certificate of the Secretary Borrower certifying the name and true signatures of the Borrower's officers authorized to sign this Agreement and the other Loan Documents to which the Borrower is a party; (ix) an incumbency certificate of the Guarantor certifying the name and true signatures of the Guarantor’s officer authorized to sign this Agreement; (x) an opinion of Blake, Xxxxxxx & Xxxxxxx LLP, Canadian counsel to the Borrower and the Guarantor addressed to the Agent and each Lender; (xi) an opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, U.S. counsel to the Guarantor addressed to the Agent and each Lender; (xii) an opinion of Norton Xxxx Xxxxxxxxx Canada LLP, counsel to the Lenders, addressed to the Agent and each Lender; (xiii) all such other agreements, certificates, declarations, opinions and other documents as are reasonably required by the Agent to confirm or Assistant Secretary establish the completion or satisfaction of the conditions to the Lenders' obligations hereunder and of which the Borrower is advised in a timely manner; and (xiv) all documentation and other information regarding the Borrower or other equivalent officerthe Guarantor requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, partner including the AML Legislation, to the extent requested in writing of the Borrower at least 10 days prior to the Effective Date; (b) provided (A) such information is reasonably requested from the Borrower and/or the Guarantor at least 5 Business Days prior to the Effective Date and (B) the Borrower and/or the Guarantor qualify as a “legal entity customer” under the Beneficial Ownership Regulation, and the Agent and each requesting Lender received, at least three days prior to the Effective Date, in connection with the Beneficial Ownership Regulation, a Beneficial Ownership Certification with respect to the Borrower and/or Guarantor; (c) the Borrower shall have paid to the Agent for the account of the Agent, the co-lead arrangers and the Lenders, as applicable, and in a timely manner, all upfront and arrangement fees required to be paid by the Borrower on or managerbefore the Effective Date in connection with this Agreement; and (d) of each Borrower the Agent shall have received a withdrawal letter from ATB Financial, such withdrawal letter to be in form and substance satisfactory to Agent dated as of the date hereof which shall certify (i) copies of resolutions in form and substance reasonably satisfactory to Agent, of acting reasonably. Each Lender hereby authorizes the board of directors (Agent to confirm to the Borrower on the Effective Date that the conditions precedent set forth in this Section 7.1 have been satisfied on or other equivalent governing body, member or partner) of such Borrower authorizing the execution, delivery and performance of this Amendment and any Other Document related thereto, (ii) the incumbency and signature of the officers of such Borrower authorized to execute this Amendment and such Other Documents, (iii) copies of the Organizational Documents of such Borrower as in effect on such date, complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation or related document, by the Secretary of State or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement and Limited Consent of formation not more than thirty (30) days prior to the date hereof and (iv) Effective Date, provided such Lender has not advised the good standing (or equivalent status) of such Borrower Agent in its jurisdiction of organization, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days writing prior to such Effective Date that such Lender is not satisfied that the date hereof, issued by the Secretary of State or other appropriate official of Borrower has complied with such jurisdiction; (iv) executed legal opinions of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP and Xxxxxx Xxxxxxx LLP, which shall cover such matters incident to the transactions contemplated by this Amendment and related agreements as Agent may reasonably require; and (v) all other documents and information as shall be reasonably requested by Agent or any Lender; (b) Agent shall have received updated lien searches on each Borrower, the results of which shall be satisfactory to the Agent and the Required Lenders and shall reveal no liens other than Permitted Encumbrances; (c) The representations and warranties made by the Loan Parties contained herein and in the Credit Agreement, as amended hereby, and the Other Documents, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the date hereof, as if those representations and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other date; (d) No Default or Event of Default shall exist under the Credit Agreement or any of the Other Documents, and no Default or Event of Default will result under the Credit Agreement or any Other Documents from the execution, delivery or performance of this Amendment; and (e) Agent shall have received payment of all fees and expenses incurred by Agent and the Required Lenders in connection with the Credit Agreement, the Other Documents and this Amendmentconditions precedent.

Conditions Precedent to Effectiveness. The effectiveness This Amendment shall become effective as of this Amendment is subject to the satisfaction date on which each of the following conditions precedent, unless specifically waived in writing by Agent precedent are satisfied (the date on which the conditions have been satisfied or waived in writing by Agentsuch date, the “Third Amendment Effective Date”): (a) The Administrative Agent (or its counsel) shall have received a duly executed version of the following documentsfollowing, in each case, to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this AmendmentAmendment duly executed and delivered by the Borrower, all other Loan Parties, all Lenders (including, for the avoidance of doubt, the New Lender and the Term Lenders), and the Administrative Agent; (ii) for any Term Lender (including the New Lender) that certain Officer’s Closing Certificatehas requested a promissory note prior to the Third Amendment Effective Date, dated as of such duly executed promissory note issued by the date hereof, made by Xxxxxxx in favor of AgentBorrower and payable to such Term Lender that requested the same; (iii) a duly executed Notice of Borrowing for the Term A Loan Borrowing, together with a report setting forth the sources and uses of the proceeds thereof, which shall provide that all outstanding Revolving Loans (together with all interest accrued thereon) shall be repaid in full with the funding of the Term A Loans; (iv) a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify Loan Party, (i) attaching copies of its bylaws or equivalent governing document; (ii) attaching the resolutions in form and substance reasonably satisfactory to Agent, of the its board of directors (or other equivalent governing body, member or partner) of such Borrower authorizing the execution, delivery and performance of this Amendment and any Other Document related thereto, (ii) the incumbency and signature incurrence of the officers of such Borrower authorized to execute this Amendment and such Other DocumentsIndebtedness hereunder, (iii) certifying the name, title and true signature of each officer of such Loan Party executing this Amendment and each of the other related Loan Documents to which it is a party; (iii) attaching certified copies of the Organizational Documents articles or certificate of such Borrower incorporation or other registered organizational documents of each Loan Party; and (iv) attaching a certificate of good standing or existence, as in effect on such date, complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation or related document, by may be available from the Secretary of State of the jurisdiction of incorporation or organization, as applicable, of each Loan Party; (v) a favorable written opinion of (A) Xxxxxxxx Xxxx LLP, Delaware and New York counsel to the Loan Parties, and (B) Nossaman LLP, California counsel to the Loan Parties, in each case, addressed to the Administrative Agent, each Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Amendment, each of the other appropriate official related Loan Documents and the transactions contemplated herein and therein as the Administrative Agent shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of such Borrower’s jurisdiction [Innovex] the Administrative Agent, the Issuing Banks and the Lenders); (vi) a certificate dated as of the Third Amendment Effective Date and signed by a Responsible Officer, certifying that (A) before and after giving effect to 2nd A&R the funding of the Term A Loans, (w) each Loan Party is Solvent, (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since December 31, 2022, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect and (B) each of the conditions set forth in (x) Section 2.23(a)(i) through (viii) of the Existing Credit Agreement have been satisfied and Limited Consent (y) Section 3.2 of formation not more the Existing Credit Agreement have been satisfied; (vii) copies of favorable UCC, tax and judgment lien search reports in all necessary or appropriate jurisdictions and under all legal names of the Loan Parties and their Subsidiaries and the Material Associated Practices, as requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral other than thirty Permitted Encumbrances and Liens to be released on the Third Amendment Effective Date; and (30viii) at least five (5) days prior to the date hereof Third Amendment Effective Date, all documentation and (iv) the good standing (other information required by bank regulatory authorities or equivalent status) of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the date hereof, issued by the Secretary of State or other appropriate official of such jurisdiction; (iv) executed legal opinions of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP and Xxxxxx Xxxxxxx LLP, which shall cover such matters incident to the transactions contemplated by this Amendment and related agreements as Agent may reasonably require; and (v) all other documents and information as shall be reasonably requested by the Administrative Agent or any Lender;Lender under or in respect of applicable “know your customer” and anti-money laundering legal requirements including the Patriot Act and, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to Borrower. (b) Agent The Borrower shall have received updated lien searches paid (i) all fees and expenses required to be paid on each or before the Third Amendment Effective Date (including, without limitation, all fees set forth in that certain Third Amendment Engagement and Fee Letter, dated October 5, 2023, by and among Truist Bank, Truist Securities, Inc. and the Borrower) and (ii) the reasonable fees, charges and disbursements of counsel for the results of which shall be satisfactory Administrative Agent and its Affiliates to the Agent and extent invoiced at least one (1) Business Day prior to the Required Lenders and shall reveal no liens other than Permitted Encumbrances;Third Amendment Effective Date. (c) The representations and warranties made by the Loan Parties contained herein in Sections 5 and in the Credit Agreement, as amended hereby, and the Other Documents, 6 hereof shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof, as if those representations and warranties were made for the first time on such date, except for hereof (other than those representations and warranties that are specifically made as of another date expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects), except to the extent that such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other earlier date; (d) No Default or Event of Default shall exist under the Credit Agreement or any of the Other Documents, and no Default or Event of Default will result under the Credit Agreement or any Other Documents from the execution, delivery or performance of this Amendment; and (e) Agent shall have received payment of all fees and expenses incurred by Agent and the Required Lenders in connection with the Credit Agreement, the Other Documents and this Amendment.

Conditions Precedent to Effectiveness. The effectiveness of this This Amendment is subject (including the agreements in Section 1 and the amendments to the satisfaction of the following conditions precedent, unless specifically waived Credit Agreement contained in writing by Agent (Section 2) shall become effective on the date on which the following conditions have been precedent shall be satisfied or waived in writing by Agent(such date, the “Fourth Amendment Effective Date”): (a) the Administrative Agent shall have received a duly executed version each of the following documentsfollowing, each properly executed by a Responsible Officer of the signing Loan Party (or a Responsible Officer of the member or manager of such Loan Party, as applicable) and, in the case of clause (i) below, by the 2021 Incremental First Lien Lender, each casedated or dated as of the Fourth Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Fourth Amendment Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent (and, in the case of clause (vi) below, the Collateral Agent:): (i) executed counterparts of this Amendment; (ii) that certain Officer’s Closing Certificate, dated as of the date hereof, made by Xxxxxxx in favor of Agent; (iii) a certificate of the Secretary resolutions or Assistant Secretary (or other equivalent officer, partner or manager) authorizations of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify (i) copies of resolutions in form and substance reasonably satisfactory to Agent, of the board of directors (or other equivalent governing body, member or partner) of such Borrower Loan Party authorizing the execution, delivery and performance of this Amendment and any Other Document related thereto, (ii) the incumbency and signature of the officers of by such Borrower authorized to execute this Amendment and such Other Documents, (iii) copies of the Organizational Documents of such Borrower as in effect on such date, complete with all amendments thereto, certifiedLoan Party and, in the case of any Certificate the Borrower, the borrowings hereunder, and a certification of Formation, Certificate a Responsible Officer of Incorporation each Loan Party (or related document, by a Responsible Officer of the Secretary of State member or other appropriate official manager of such Borrower’s jurisdiction [Innovex] Loan Party, as applicable) that such resolutions have not been modified, rescinded or amended and are in full force and effect; (iii) either the Organization Documents of each Loan Party or a certification by a Responsible Officer of each Loan Party (or a Responsible Officer of the member or manager of such Loan Party, as applicable) that there have been no changes to the Organization Documents of such Loan Party since the Third Amendment to 2nd A&R Credit Agreement and Limited Consent of formation not more than thirty (30) days prior to the date hereof and (iv) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the date hereof, issued by the Secretary of State or other appropriate official of such jurisdictionEffective Date; (iv) executed legal opinions incumbency certificates of Xxxx Xxxx Xxxxxxx Xxxxx each Loan Party; (v) good standing certificates evidencing that each Loan Party is duly organized or formed and that each Loan Party is validly existing and in good standing in its jurisdiction of incorporation or formation, as applicable; (vi) a favorable opinion of Axxxxx & Xxxx LLP and Xxxxxx Xxxxxxx Bird LLP, which shall cover such matters incident counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and the 2021 Incremental First Lien Lenders; (vii) a customary certificate, substantially in the form of Exhibit J to the Credit Agreement from the chief financial officer of Holdings, certifying that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the 2021 Incremental First Lien Term Commitment, the 2021 Incremental First Lien Term Loan and the other transactions contemplated by this Amendment and related agreements as Agent may reasonably requirehereby, are Solvent; and (vviii) all other documents a certificate, duly executed by a Responsible Officer of Holdings (A) certifying that the conditions precedent set forth in Sections 3(b), 3(c) and information 3(d) have been satisfied as shall be reasonably requested by Agent or any Lenderof the Fourth Amendment Effective Date and (B) setting forth calculations in reasonable detail demonstrating compliance with the First Lien Leverage Ratio set forth in Section 2.12(a) of the Credit Agreement, after giving effect on a Pro Forma Basis to the incurrence of the 2021 Incremental First Lien Term Commitment; (ix) a notice of prepayment in full of the Existing Term Loans pursuant to and in accordance with Section 2.03(a)(i) of the Credit Agreement; and (x) a Committed Loan Notice with respect to the 2021 Incremental First Lien Term Loan, not later than 10:00 a.m. (New York City time) one (1) Business Day prior to the Fourth Amendment Effective Date; (b) Agent the conditions precedent set forth in Section 4.02 of the Credit Agreement shall have received updated lien searches on each Borrower, the results of which shall be satisfactory been satisfied both before and after giving effect to the Agent this Amendment and the Required Lenders and shall reveal no liens other than Permitted Encumbrancesadditional credit extensions provided hereby; (c) The the representations and warranties made by of the Loan Parties contained herein and in the Credit Agreement, as amended hereby, and the Other Documents, Section 4 shall be true and correct in all material respects (without duplication of and in all respects if any materiality qualifier contained thereinsuch representation or warranty is already qualified by materiality) on and as of the date hereofFourth Amendment Effective Date, as if those except to the extent that such representations and warranties were made for the first time on such specifically refer to an earlier date, except for those representations and warranties that are specifically made as of another date in which case they shall be true and correct in all material respects (without duplication of and in all respects if any materiality qualifier contained thereinsuch representation or warranty is already qualified by materiality) as of such other earlier date; (d) No at the time of the Borrower’s request for the 2021 Incremental First Lien Term Commitment, upon the effectiveness of this Amendment and at the time that the 2021 Incremental First Lien Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist under exist; (e) the Credit Agreement or any Borrower shall have applied, concurrently with the making of the Other Documents2021 Incremental First Lien Term Loans, the proceeds of the 2021 Incremental First Lien Term Loans, together with the proceeds of the Senior Notes, to prepay in full the aggregate principal amount of all Existing Term Loans outstanding on the Fourth Amendment Effective Date; (f) the Administrative Agent shall have received: (i) at least three Business Days prior to the Fourth Amendment Effective Date, all documentation and other information about the Loan Parties as shall have been reasonably requested in writing prior to the Fourth Amendment Effective Date by the Lenders that they shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and the Beneficial Ownership Regulation, and no Default or Event copies of Default will result under such information shall have been provided to the Credit Agreement or any Other Documents from the execution, delivery or performance of this AmendmentArrangers; and (eii) Agent shall have received for the account of each Lender (as defined in the Credit Agreement) with an Existing Term Loan, all interest accrued but unpaid on the Existing Term Loans through the Fourth Amendment Effective Date (without payment for any loss, cost or expense due to such Lender under Section 3.05 of all fees and expenses incurred by Agent and the Required Lenders in connection with the Credit Agreement, which are hereby waived); and (g) there shall have been paid (i) to the Other Documents Administrative Agent, for its own account, to the extent required by Section 10.04 of the Credit Agreement, all expenses (including reasonable out-of-pocket fees, charges and this Amendmentdisbursements of counsel) that are due and payable on or before the Fourth Amendment Effective Date and (ii) to the Arrangers, all other compensation separately agreed to be paid on the Fourth Amendment Effective Date.

Conditions Precedent to Effectiveness. The As conditions precedent to the Closing Date and the effectiveness of this Amendment is subject Agreement: (1) Except to the satisfaction of extent permitted to be delivered after the following conditions precedent, unless specifically waived in writing by Agent (the date on which the conditions have been satisfied or waived in writing by AgentClosing Date pursuant to Section 7.17, the “Effective Date”): (a) Agent Borrower Parties shall have received a duly executed version of delivered or shall have caused to be delivered to the following documents, in each caseAdministrative Agent, in form and substance satisfactory to the Administrative Agent, the Collateral Agent, the Lenders and their counsel and duly executed (if applicable) by the appropriate Persons (if requested, with sufficient copies for each of the Lenders), each of the following: (iA) this AmendmentThis Agreement; (iiB) that certain Officer’s To the extent requested by any applicable Lender at least three (3) Business Days prior to the Closing CertificateDate, dated a Revolving Loan Note and/or Term Loan Note, as of the date hereofapplicable, made by Xxxxxxx in favor of Agentpayable to such Lender; (iiiC) a The REIT Guaranty; (D) The Subsidiary Guaranty; (E) The Pledge Agreement; (F) A certificate of the Secretary, Assistant Secretary or Assistant Secretary (or other equivalent officer, partner or manager) Responsible Officer of each Borrower in form Party (or such Borrower Party’s general partner, managing member, manager or sole member, if applicable) attaching and substance satisfactory to Agent dated as of the date hereof which shall certify certifying (i) copies the Certificate of resolutions in form and substance reasonably satisfactory to AgentLimited Partnership, Articles of the board Incorporation, Articles of directors (Organization, Certificate of Formation or other equivalent governing body, member or partner) registered Organizational Document of such Borrower authorizing Party, certified as of a recent date by the Secretary of State of such Borrower Party’s state of incorporation or formation, (ii) the limited partnership agreement, bylaws, limited liability company agreement or equivalent Organizational Document of such Borrower Party, (iii) the resolutions duly adopted by the Board of Directors of such Borrower Party (or the general partner, managing member, manager or sole member of such Borrower Party, if applicable) approving the execution, delivery and performance of this Amendment and any Other Document related thereto, (ii) the incumbency and signature of the officers Loan Documents on behalf of such Borrower authorized to execute this Amendment and such Other DocumentsParty, (iiiiv) copies a certificate of the Organizational Documents of good standing or analogous documentation for such Borrower Party dated as in effect on such date, complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation or related document, by a recent date from the Secretary of State of such Borrower Party’s state of incorporation or formation and (v) a certificate of incumbency containing the name, title and true signature of each officer of such Borrower Party (or the general partner, managing member, manager or sole member of such Borrower Party, if applicable) authorized to sign the Loan Documents to which such Borrower Party is a party on behalf of such Borrower Party; (G) Mortgaged Property Deliverables with respect to each Mortgaged Property; (H) Opinions of counsel for the Borrower Parties dated as of the Closing Date; (I) From a Responsible Officer of MAC, a Closing Certificate dated as of the Closing Date; (J) Evidence satisfactory to the Administrative Agent that all fees required to be paid by the Borrower on or before the Closing Date have been, or will upon the initial funding of the Loans on the Closing Date be, paid in full; (K) Evidence satisfactory to the Administrative Agent that all reasonable costs and expenses of the Administrative Agent, the Collateral Agent, and the Joint Lead Arrangers, including, without limitation, fees of outside counsel and fees of third party consultants and appraisers, required to be paid by the Borrower on or prior to the Closing Date have been, or will upon the funding of the Loans on the Closing Date be, paid in full; (L) Evidence satisfactory to the Administrative Agent that the certificates representing the shares of Capital Stock pledged pursuant to the Pledge Agreement (to the extent certificated), together with an undated stock power for each such certificate executed in blank by a Responsible Officer of the pledgor thereof; (M) The results of a recent lien search in each of the material jurisdictions in which Uniform Commercial Code financing statements or other filings or recordations should be made to evidence or perfect security interests in the assets of the Borrower Parties subject to the Security Documents; (N) To the extent reasonably requested by the Administrative Agent in writing at least five (5) Business Days prior to the Closing Date, the Administrative Agent and the Lenders shall have received all documentation and other information about the Borrower Parties required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and the Beneficial Ownership Regulation (including, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower); (O) A Borrowing Base Certificate demonstrating that the Borrowing Base Amount as of such date will be greater than or equal to the total Revolving Credit Exposures (calculated on a pro forma basis after giving effect to the extensions of credit on the Closing Date) on such date; (P) A duly executed Borrowing Request for each Borrowing on the Closing Date; (Q) Proper financing statements (Form UCC-1 or the equivalent) for filing under the UCC or other appropriate official filing offices of such Borrower’s each jurisdiction [Innovex] Third Amendment as may be necessary to 2nd A&R Credit Agreement and Limited Consent of formation not more than thirty (30) days prior perfect the security interests purported to the date hereof and (iv) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the date hereof, issued be created by the Secretary of State or other appropriate official of such jurisdictionPledge Agreement; (ivR) executed legal opinions To the extent required by Section 7.8, certificates of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP insurance, in form and Xxxxxx Xxxxxxx LLP, which shall cover such matters incident detail reasonably acceptable to the transactions contemplated Administrative Agent, describing the types and amounts of insurance (property and liability) maintained by this Amendment any of the Borrower Parties, in each case naming the Administrative Agent and related agreements Collateral Agent as Agent loss payee (with respect to the Mortgaged Properties) or additional insured, as the case may reasonably require; andbe. (v2) all other documents and information as shall be reasonably requested by Agent or any Lender; (b) Agent shall have received updated lien searches on each Borrower, the results of which shall be satisfactory to the Agent and the Required Lenders and shall reveal no liens other than Permitted Encumbrances; (c) The All representations and warranties made by of the Loan Borrower Parties contained set forth herein and in the Credit Agreementother Loan Documents shall be accurate and complete in all material respects as if made on and as of the Closing Date, unless any such representation and warranty speaks as amended herebyof a particular date, in which case it shall be accurate and the Other Documentscomplete in all material respects as of such date; provided that, in each case, any representation or warranty that is qualified as to materiality or Material Adverse Effect or similar language shall be true and correct in all material respects subject to such qualifiers. (without duplication of any materiality qualifier contained therein3) There shall not have occurred and be continuing as of the date hereof, as if those representations and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of Closing Date any materiality qualifier contained therein) as of such other date; (d) No Default or Event of Default or Potential Default. (4) (i) The Refinancing shall exist under have been consummated, or shall be consummated substantially concurrently with the Credit Agreement or any initial funding of the Other DocumentsLoans hereunder on the Closing Date and (ii) after giving effect to the Refinancing and the other Transactions on the Closing Date, and no Default or Event the Borrower shall have Liquidity of Default will result under the Credit Agreement or any Other Documents from the execution, delivery or performance of this Amendment; andnot less than $250,000,000. (e5) Since the Statement Date, there shall not have occurred any change, occurrence or development that could reasonably be expected, in the good faith opinion of the Administrative Agent or the Lenders, to have a Material Adverse Effect. The making of the initial Loans by the Lenders hereunder shall conclusively be deemed to constitute an acknowledgement by the Administrative Agent, the Collateral Agent, each Issuing Lender and each Lender that each of the conditions precedent set forth in this Section 5.1 shall have received payment of all fees and expenses incurred been satisfied in accordance with its respective terms or shall have been irrevocably waived by Agent and the Required Lenders in connection with the Credit Agreement, the Other Documents and this Amendmentsuch Person.

Conditions Precedent to Effectiveness. (a) The effectiveness Administrative Agent (or its counsel) shall have received from the Company and each Lender either (i) a counterpart of this Amendment is subject Agreement signed on behalf of such party or (ii) written evidence satisfactory to the satisfaction Administrative Agent (which may include facsimile or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent (or its counsel) shall have received from the Company and each Subsidiary Loan Party either (i) a counterpart of the following conditions precedent, unless specifically waived in writing by applicable Collateral Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed signature page of the date on which US Collateral Agreement) that such party has signed a counterpart of the conditions applicable Collateral Agreement. (c) The Collateral and Guarantee Requirement shall have been satisfied or waived in writing by Agent, with respect to clauses (b) and (h) of the “Effective Date”):definition thereof. (ad) The Administrative Agent shall have received a duly executed version completed Perfection Certificate, in the form of Exhibit II to each Collateral Agreement, dated the Effective Date and signed by an authorized officer of the following documentsCompany and each Subsidiary Loan Party. (e) The Administrative Agent shall have received a written opinion dated the Effective Date of (i) Dxxxx Xxxx & Wxxxxxxx LLP, New York counsel for the Loan Parties, (ii) Morris, Nichols, Arsht & Txxxxxx LLP, Delaware counsel for the Loan Parties, and (iii) Oxxxx Xxxxxx & Harcourt LLP, Canadian counsel for the Loan Parties, in each case, in form and substance satisfactory to Agent: (i) this Amendment; (ii) that certain Officer’s Closing Certificate, dated as of the date hereof, made by Xxxxxxx in favor of Agent; (iii) a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify (i) copies of resolutions case in form and substance reasonably satisfactory to Agentthe Administrative Agent and covering such matters relating to the Loan Parties, of this Agreement, the board of directors (or Collateral Agreements and the other equivalent governing body, member or partner) of such Borrower authorizing the execution, delivery and performance of this Amendment and any Other Document related thereto, (ii) the incumbency and signature of the officers of such Borrower authorized to execute this Amendment and such Other Documents, (iii) copies of the Organizational Loan Documents of such Borrower as in effect on the date hereof as the Administrative Agent shall reasonably request. The Company hereby requests such datecounsel to deliver such opinion. (f) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Loan Parties, the authorization by the Loan Parties of the transactions contemplated hereby and any other legal matters relating to the Loan Parties or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (g) The Administrative Agent shall have received a Borrowing Base Certificate, dated the Effective Date and signed and certified as accurate and complete with by the President, a Vice President, a Director or a Financial Officer of the Company. (h) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President, a Director or a Financial Officer of the Company, confirming the representations and warranties set forth in Article 3 of this Agreement. (i) The Administrative Agent shall have received all amendments theretofees and other amounts due and payable on or prior to the Effective Date, certifiedincluding (i) for the account of each Lender, an upfront fee in an amount equal to either (x) in the case of any Certificate each Lender that is a Joint Lead Arranger and Joint Bookrunner (as identified on the cover page of Formationthis Agreement), Certificate 0.30%, and (y) in case of Incorporation or related documenteach other Lender, by 0.25%, in each case of the Secretary aggregate principal amount of State or other appropriate official the Commitment of such Borrower’s jurisdiction [Innovex] Third Amendment Lender as set forth on Schedule 2.01 on the Effective Date and (ii) to 2nd A&R Credit Agreement and Limited Consent of formation not more than thirty (30) days the extent invoiced at least one Business Day prior to the date hereof and Effective Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers under any Loan Document. (ivi) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more No later than thirty (30) days three Business Days prior to the date hereofEffective Date, issued by the Secretary of State or other appropriate official of such jurisdiction; (iv) executed legal opinions of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP and Xxxxxx Xxxxxxx LLP, which shall cover such matters incident to the transactions contemplated by this Amendment and related agreements as Agent may reasonably require; and (v) all other documents and information as shall be reasonably requested by Agent or any Lender; (b) Administrative Agent shall have received updated lien searches on each Borrower, the results of which shall be satisfactory all documentation and other information reasonably requested by it or any Lender at least 10 Business Days prior to the Effective Date to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, and (ii) to the extent a Borrower qualifies as a “legal entity” under the Beneficial Ownership Regulation, no later than three Business Days prior to the Effective Date, any Lender that has requested at least 10 Business Days prior to the Effective Date a Beneficial Ownership Certification in relation to the Borrowers shall have received such Beneficial Ownership Certification. (k) An Intercreditor Agreement shall have been duly executed and delivered by the Administrative Agent and the Required Lenders Term Loan Agent (as defined therein) and shall reveal no liens other than Permitted Encumbrances; (c) The representations be in full force and warranties made effect and acknowledged by the Loan Parties contained herein and in the Credit Agreement, as amended hereby, and the Other Documents, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the date hereof, as if those representations and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other date; (d) No Default or Event of Default shall exist under the Credit Agreement or any of the Other Documents, and no Default or Event of Default will result under the Credit Agreement or any Other Documents from the execution, delivery or performance of this Amendment; and (e) Agent shall have received payment of all fees and expenses incurred by Agent and the Required Lenders in connection with the Credit Agreement, the Other Documents and this AmendmentParties.

Conditions Precedent to Effectiveness. The effectiveness of this Amendment is subject to the satisfaction This Bridge Agreement shall become effective on and as of the following conditions precedent, unless specifically waived in writing by Agent first date (the date on which the conditions have been satisfied or waived in writing by Agent, the “Effective Date”):) on which the following conditions precedent have been satisfied: (a) The Borrower shall have paid all fees required to be paid on or before the Effective Date, and all reasonable expenses of the Agent to the extent invoiced prior to the Effective Date. (b) The Agent shall have received a duly executed version on or before the Effective Date the following, in form and substance reasonably satisfactory to the Agent: (i) The Notes made by the Borrower to the order of the following documentsLenders to the extent requested by any Lender pursuant to Section 2.15. (ii) Certified copies of the resolutions of the Board of Directors (or equivalent body) of the Borrower approving this Bridge Agreement and the Notes to be delivered by it, and of its by-laws and certificate of incorporation, together with all amendments thereto, and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Bridge Agreement and such Notes. (iii) A copy of a good standing certificate issued by the Secretary of State of the jurisdiction of the Borrower’s jurisdiction of incorporation. (iv) A certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Bridge Agreement and the Notes and the other documents to be delivered by it hereunder. (v) A favorable opinion of Xxxxx X. Xxxxxxxxxx, Assistant General Counsel for the Borrower, substantially in each casethe form of Exhibit D hereto and as to such other matters as any Lender through the Agent may reasonably request. (vi) A favorable opinion of Xxxxx Day, special counsel for the Borrower, in form and substance satisfactory to the Agent: (i) this Amendment; (ii) that certain Officer’s Closing Certificate, dated as of the date hereof, made by Xxxxxxx in favor of Agent; (iii) a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify (i) copies of resolutions in form and substance reasonably satisfactory to Agent, of the board of directors (or other equivalent governing body, member or partner) of such Borrower authorizing the execution, delivery and performance of this Amendment and any Other Document related thereto, (ii) the incumbency and signature of the officers of such Borrower authorized to execute this Amendment and such Other Documents, (iii) copies of the Organizational Documents of such Borrower as in effect on such date, complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation or related document, by the Secretary of State or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement and Limited Consent of formation not more than thirty (30) days prior to the date hereof and (iv) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the date hereof, issued by the Secretary of State or other appropriate official of such jurisdiction; (iv) executed legal opinions of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP and Xxxxxx Xxxxxxx LLP, which shall cover such matters incident to the transactions contemplated by this Amendment and related agreements as Agent may reasonably require; and (v) all other documents and information as shall be reasonably requested by Agent or any Lender; (b) Agent shall have received updated lien searches on each Borrower, the results of which shall be satisfactory to the Agent and the Required Lenders and shall reveal no liens other than Permitted Encumbrances;. (c) The representations and warranties made by Agent shall have received on or before the Loan Parties contained herein and in the Credit Agreement, as amended hereby, and the Other Documents, shall be true and correct in all material respects (without duplication Effective Date from each party thereto a counterpart of any materiality qualifier contained therein) as of the date hereof, as if those representations and warranties were made for the first time this Bridge Agreement signed on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as behalf of such other date;party. (d) No Default or Event of Default shall exist under the Credit Agreement or any of the Other Documents, and no Default or Event of Default will result under the Credit Agreement or any Other Documents from the execution, delivery or performance of this Amendment; and (e) Agent The Lenders shall have received payment of all fees documentation and expenses incurred other information required by Agent regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Required Lenders in connection with PATRIOT Act at least three Business Days prior to the Credit Agreement, the Other Documents and this AmendmentEffective Date.

Conditions Precedent to Effectiveness. The effectiveness of this Amendment initial Purchase Date hereunder is subject to the satisfaction of conditions precedent that the following conditions precedent, unless specifically waived in writing by Agent (the date on which the conditions have been satisfied or waived in writing by Collateral Agent, the “Effective Date”): (a) Administrative Agent and each Purchaser Agent shall have received a duly executed version (unless otherwise waived), each of the following documents, in each case, in form and substance satisfactory to Agent: (i) this Amendment; (ii) that certain Officer’s Closing Certificate, dated as of the date hereof, made by Xxxxxxx in favor of Agent; (iii) a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify (i) copies of resolutions in form and substance reasonably satisfactory to the Collateral Agent, the Administrative Agent and each Purchaser Agent: (a) a copy of the resolutions or unanimous written consents, as applicable, of the board of directors or managers or member (or other equivalent governing bodyany authorized sub-committee), member or partner) as the case may be, of such Borrower authorizing each of the ADT Entities required to authorize the execution, delivery delivery, and performance by such ADT Entity of this Amendment and each Transaction Document to be delivered by it hereunder, certified by its secretary or any Other Document related thereto, other authorized person; (iib) the incumbency and signature of the officers of such Borrower authorized to execute this Amendment and such Other Documents, (iii) copies of the Organizational Documents of such Borrower as in effect on such date, complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation or related document, by the Secretary of State or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement and Limited Consent of formation not more than thirty (30) days prior to the date hereof and (iv) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) certificates (or the equivalent thereof issued by any applicable jurisdictionequivalent) dated not more than thirty (30) days prior to for each of the date hereof, ADT Entities issued by the Secretary of State (or other appropriate official the equivalent) of the jurisdiction in which each such jurisdiction; (iv) executed legal opinions of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP and Xxxxxx Xxxxxxx LLP, which shall cover such matters incident to the transactions contemplated by this Amendment and related agreements as Agent may reasonably require; and (v) all other documents and information as shall be reasonably requested by Agent or any Lender; (b) Agent shall have received updated lien searches on each Borrower, the results of which shall be satisfactory to the Agent and the Required Lenders and shall reveal no liens other than Permitted Encumbrancesentity is organized; (c) The representations and warranties made by the Loan Parties contained herein and in the Credit Agreement, as amended hereby, and the Other Documents, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as a certificate of the date hereofsecretary or assistant secretary of each of the ADT Entities certifying the names and true signatures of the officers authorized on its behalf to sign the Transaction Documents to be delivered by it (on which certificate the Collateral Agent, the Administrative Agent, each Purchaser and each Purchaser Agent may conclusively rely until such time as if those representations and warranties were made for such party shall have received from any such ADT Entity, a revised certificate meeting the first time on such date, except for those representations and warranties that are specifically made as requirements of another date which shall be true and correct in all material respects this clause (without duplication of any materiality qualifier contained therein) as of such other datec)); (d) No Default copies of the Constituent Documents of each of the ADT Entities duly certified by the secretary or Event an assistant secretary of Default each such ADT Entity, and in in the case of any certificates or articles of incorporation, formation or organization, certified by the Secretary of State (or the equivalent) of the jurisdiction in which each such entity is organized; (e) a search report by a nationally recognized search firm provided in writing to the Collateral Agent and the Administrative Agent by the Servicer listing all financing statements, state and federal tax, or ERISA liens and judgments that name the Seller or ADT, as debtor and that are filed in the jurisdictions in which filings were made pursuant to clause (f) and any other jurisdictions that the Collateral Agent or the Administrative Agent shall exist reasonably request together with copies of such financing statements; (f) copies of proper financing statements (form UCC-3) (including amendment and termination statements) and release documentation each in form and substance reasonably satisfactory to the Collateral Agent and the Administrative Agent with respect to any financing statement included in the search report described in clause (e) above, to the extent that any such financing statement set forth therein covers any Pool Receivables or Related Assets, other than financing statements filed pursuant to this Agreement; SK 28677 0004 8417431 v39 (g) proper financing statements naming the Seller as debtor, and the Collateral Agent as secured party, to be filed in all applicable jurisdictions in respect of the Collateral; (h) favorable opinions of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP (including with respect to creation and perfection of security interests under the Credit Agreement or any applicable UCC) counsel to the ADT Entities; non-consolidation, and true sale matters; and other customary opinions required by the Collateral Agent and the Administrative Agent; (i) completion of satisfactory due diligence in respect of the Other Receivable Pool by Purchasers, Purchaser Agents, the Collateral Agent, and the Administrative Agent; (j) duly executed copies of each of the Fee Letters; (k) duly executed copies of the Transaction Documents, including a Payment Direction in respect of each Lock-box Account, each Collection Account and no Default the Omnibus Account which shall each be in full force and effect, and completion of the form of each Exhibit to this Agreement not attached hereto as of the Closing Date together with an amendment hereto attaching such Exhibits; (l) payment by or Event on behalf of Default will result the Seller of each Purchaser’s, each Purchaser Agent’s, the Collateral Agent’s, and the Administrative Agent’s reasonable and documented out-of-pocket costs and expenses, including all reasonable and documented invoiced legal fees of counsel to such parties and all audit fees of Protiviti Inc. and all Fees required to be paid on the Closing Date under any Fee Letter; (m) a pro-forma Information Package, which shall evidence compliance with the Credit Agreement or any Other Documents from the execution, delivery or performance terms of this AmendmentAgreement, after giving credit to the initial transfer of an interest in Receivables under this Agreement; (n) entry into a mutually satisfactory agreement, together with an amendment to this Agreement to reflect such agreement, in respect of applicable confidentiality and information protection requirements in respect of Non-Public Borrower Data, including reasonable and adequate safeguards for the protection of such Non-Public Borrower Data; and (eo) such other agreements, instruments, certificates, opinions, and other documents as the Collateral Agent shall have received payment or the Administrative Agent may reasonably request reasonably in advance of all fees (and expenses incurred by Agent and in any event at least five (5) Business Days prior to) the Required Lenders in connection with the Credit Agreement, the Other Documents and this Amendmentinitial Purchase Date.

Conditions Precedent to Effectiveness. The For this Agreement to become effective on the Closing Date, all obligations of the Borrowers and L/C Account Parties hereunder incurred at or prior to such date (including, without limitation, the Borrowers' obligations to reimburse the reasonable fees and expenses of counsel to the Co-Agents and any fees and expenses payable to the Arrangers, the Co-Agents and the Lenders as previously agreed with Interface), shall have been paid in full, and the Co-Agents shall have received the following, all in form and substance satisfactory in all respects to the Co-Agents: (a) the duly executed counterparts of this Agreement; (b) the duly completed Notes; (c) the duly executed Global Amendment and Master Acknowledgement Agreement, the duly executed Indemnity Agreement, the duly executed UK Guaranty and Security Agreement, and all other Security Documents or amendments thereto as the Collateral 104 Agent or the Co-Agents shall require, all in form and substance satisfactory to the Collateral Agent or the Co-Agents as applicable; (d) certificate of the Borrowers in substantially the form of EXHIBIT E attached hereto and appropriately completed; (e) certificates of the Secretary or Assistant Secretary of each of the Credit Parties (or, in the case of any Foreign Subsidiary, a comparable company officer) attaching and certifying copies of the resolutions of the boards of directors (or, in the case of any Foreign Subsidiary, the comparable governing body of such entity) of the Credit Parties, authorizing as applicable (i) the execution, delivery and performance of the Credit Documents, and (ii) the granting of the security interest pursuant to the Security Documents; (f) certificates of the Secretary or an Assistant Secretary of each of the Credit Parties (or, in the case of any Foreign Subsidiary, a comparable company officer) certifying (i) the name, title and true signature of each officer of such entities executing the Credit Documents, and (ii) the bylaws or comparable governing documents of such entities; (g) certified copies of the certificate or articles of incorporation of each Credit Party (or comparable organizational document of each Foreign Subsidiary), together with certificates of good standing or existence, as may be available from the Secretary of State (or comparable office or registry for each Foreign Subsidiary) of the jurisdiction of incorporation or organization of such Credit Party; (h) copies of all documents and instruments, including all consents, authorizations and filings, required or advisable under any Requirement of Law or by any material Contractual Obligation of the Credit Parties, in connection with the execution, delivery, performance, validity and enforceability of the Credit Documents and the other documents to be executed and delivered hereunder, and such consents, authorizations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired; (i) [Intentionally Omitted]; (j) acknowledgments from each of X. Xxxxxxxxx Xxxxxx, Xx. and Xxxxxxxxxx Xxxxxxxx LLP as to their appointment as agent for service of process for the various Credit Parties; (k) all outstanding fees and expenses relating to the Letters of Credit outstanding on the Closing Date under the Letter of Credit Agreement; (l) an accounts receivable status report respecting the Domestic Accounts and the UK Account containing the information described in Section 7.20(a) and an accounts payable report prepared in accordance with historical practices consistently applied during the first fiscal quarter of Interface's 2003 fiscal year; (m) [Intentionally Omitted]; (n) certified copies of indentures, credit agreements, instruments, and other documents evidencing or securing Indebtedness of any Consolidated Company described on Schedule 6.18, in any single case in an amount not less than $5,000,000 (or the Dollar Equivalent thereof); (o) certificates, reports and other information as the Co-Agents may request from any Consolidated Company in order to satisfy the Lenders as to the absence of any material liabilities or obligations arising from matters relating to employees of the Consolidated Companies, including employee relations, collective bargaining agreements, Plans, Foreign Plans, and other compensation and employee benefit plans; (p) certificates, reports, environmental audits and investigations, and other information as the Co-Agents may request from any Consolidated Company in order to satisfy the Lenders as to the absence of any material liabilities or obligations arising from environmental and employee health and safety exposures to which the Consolidated Companies may be subject, and the plans of the Consolidated Companies with respect thereto; (q) certificates, reports and other information as the Co-Agents may request from any Consolidated Company in order to satisfy the Lenders as to the absence of any material liabilities or obligations arising from litigation (including without limitation, products liability and patent infringement claims) pending or threatened against the Consolidated Companies; (r) a summary, set forth in format and detail acceptable to the Co-Agents, of the types and amounts of insurance (property and liability) maintained by the Consolidated Companies, together with the statements from each of the Credit Parties' insurance companies required by Section 6.09, acknowledging in favor of Wachovia, as the Collateral Agent, the continued effectiveness of this Amendment is subject the insurance clauses required by such Section 6.09 and Section 7(b) of the Mortgages pertaining to the loss payable endorsements and its rights as loss payee, assignee and additional insured described therein; (s) the favorable opinions of (i) Xxxxxxxxxx Xxxxxxxx XXX, Xxxxxx Xxxxxx counsel to the Credit Parties, substantially in the form of EXHIBIT F-1, (along with a reliance letter substantially in the form of EXHIBIT F-2, regarding those real property opinions delivered by Xxxxxxxxxx Xxxxxxxx LLP pursuant to the Existing Credit Agreement), (ii) Xxxxxxxxx Xxxxxxx, United Kingdom counsel to the UK Multicurrency Credit Parties substantially in the form of EXHIBIT G-1, (iii) Xxxxxx Lintjens, Netherlands counsel to Europe B.V. substantially in the form of EXHIBIT X-0, xxx (x) Xxxxxx XxXxxxxx, Northern Ireland counsel to the UK Multicurrency Credit Parties substantially in the form of EXHIBIT G-3, in each case addressed to the Co-Agents and each of the Lenders, and covering such other matters as either Co-Agent or any Lender may reasonably request; (t) a duly completed certificate of the president, chief financial officer or principal accounting officer of Interface as described in Section 7.07(c) given with respect to the financial statements of Interface and the Consolidated Companies for the fiscal year ended December 29, 2002; 106 (u) a completed Domestic Borrowing Base Certificate and a completed UK Borrowing Base Certificate, each as of June 13, 2003 (and each of which may be delivered together pursuant to the same certificate), and dated as of the Closing Date, demonstrating to the satisfaction of the Agents and the Required Lenders Excess Availability (Domestic) of not less than $30,000,000 (after giving effect to all Loans made or deemed made, and Letters of Credit issued or deemed issued, on the Closing Date (other than Loans in an amount not to exceed $3,379,530, made on the Closing Date, the proceeds of which constitute cash collateral for certain letters of credit issued by SunTrust pursuant to the terms of the Existing Letter of Credit Agreement, but only to the extent such proceeds are applied as cash collateral for such letters of credit on terms reasonably acceptable to the Domestic Agent)); (v) a sources and uses of funds certificate respecting all Loans to be made on the Closing Date and all payoff letters from each of the Existing Lenders which is not a Lender hereunder; (w) duly executed Control Agreements to the extent required in Section 7.16; (x) a fully completed letter to the Co-Agents designating those deposit accounts into which the Co-Agents are to transfer the funds of Borrowings made hereunder; (y) all field exams, appraisals, third-party consultants' reports, lien search results, title commitments, current surveys of real property, environmental reports, third-party consents, and all other due diligence and collateral-related items which the Co-Agents in their reasonable credit judgment may require; (z) [Intentionally Omitted]; and (aa) the Initial Assignment and Assumption Agreement shall have been executed and delivered by each of the Co-Agents, Interface (for itself and on behalf of all other Borrowers), the Lenders, and the Existing Lenders, providing for the assignment and assumption of the various commitments of, and outstanding principal balances owing to, the lenders under the Existing Agreement to the Lenders. In addition to the foregoing, the following conditions precedent, unless specifically waived in writing by Agent (the date on which the conditions shall have been satisfied or waived shall have existed, all to the satisfaction of the Co-Agents, as of the time this Agreement becomes effective: (bb) the Loans to be made on the Closing Date and the use of proceeds thereof shall not have contravened, violated or conflicted with, or involved the Co-Agents or any Lender in writing by Agenta violation of, any law, rule, injunction, or regulation, or determination of any court of law or other governmental authority; and (cc) all corporate proceedings and all other legal matters in connection with the authorization, legality, validity and enforceability of the Credit Documents shall have been reasonably satisfactory in form and substance to the Required Lenders; (dd) since the date of the most recent financial statements of the Consolidated Companies described in Section 6.14(i), there shall have been no changes in the business, results 107 of operations, financial condition, assets or prospects of any of (i) the Consolidated Companies which have had or could reasonably be expected to have, singly or in the aggregate, a Materially Adverse Effect (whether or not any notice with respect to such change has been furnished to the Lenders pursuant to Section 7.07) or (ii) any Major Division which have had or could reasonably be expected to have, singly or in the aggregate, any (A) materially adverse change in (1) the business, results of operations, financial condition, assets or prospects of such Major Division, or (2) the ability of such Major Division (or any of the Persons in such Major Division) to perform their respective obligations under the Credit Documents, or (B) materially adverse effect on the rights and remedies of the Co-Agents, the “Effective Date”):Collateral Agent and the Lenders under the Credit Documents. (aee) Agent there shall be no actions or proceedings instituted or pending before any court or other governmental authority or, to the knowledge of any Borrower or any other Credit Party, threatened which reasonably could be expected to have, singly or in the aggregate, a Materially Adverse Effect; (ff) all payments required to be made pursuant to Sections 2.08 and 3.08 shall have received been paid in full; (gg) the UK Concentration Accounts shall have been established and a duly blocked account agreement respecting each UK Blocked Account shall have been fully executed version of and delivered to the following documents, in each caseCollateral Agent, in form and substance satisfactory to the Collateral Agent:; (ihh) this Amendmenttermination of the SunTrust Receivables Facility, including payment of all related obligations thereunder pursuant to a payoff letter addressed to the Domestic Agent from SunTrust, receipt of UCC termination statements and cancellation of, and other appropriate releases and terminations from, relevant parties pertaining to security interests and pledges granted in connection therewith and regarding termination of such facility, cancellation and return of any Receivables; (ii) that certain Officer’s Closing Certificatethe Collateral Agent shall have a first-priority perfected security interest in all Domestic Accounts and in all other Collateral, dated as of subject only to those Liens permitted in the date hereof, made by Xxxxxxx in favor of AgentCredit Documents; (iiijj) a certificate of duly executed Agreement Regarding Post-Closing Matters; (kk) [Intentionally Omitted]; and (ll) the Secretary Domestic Agent shall be satisfied that, to the extent that any notice is required by any intercreditor agreement with respect to the Senior Subordinated Notes Indenture, the Existing Senior Notes Indenture, or Assistant Secretary (the Additional Senior Notes Indenture, or other equivalent officerthe Domestic Agent determines that any such notice is desirable, partner or manager) of each Borrower such notice has been given in form from and substance satisfactory to Agent dated as of the date hereof which shall certify Co-Agents. (i) copies of resolutions in form and substance reasonably satisfactory to Agent, of the board of directors (or other equivalent governing body, member or partner) of such Borrower authorizing the execution, delivery and performance of this Amendment and any Other Document related thereto, (iimm) the incumbency and signature of the officers of such Borrower authorized to execute this Amendment and such Other Documents, (iii) copies of the Organizational Documents of such Borrower as in effect on such date, complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation or related document, by the Secretary of State or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement and Limited Consent of formation not more than thirty (30) days prior to the date hereof and (iv) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the date hereof, issued by the Secretary of State or other appropriate official of such jurisdiction; (iv) executed legal opinions of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP and Xxxxxx Xxxxxxx LLP, which shall cover such matters incident to the transactions contemplated by this Amendment and related agreements as Agent may reasonably require; and (v) all other documents and information as shall be reasonably requested by Agent or any Lender; (b) Domestic Agent shall have received updated lien searches on each Borrower, the results of which shall be satisfactory to the Agent and the Required Lenders and shall reveal no liens other than Permitted Encumbrances; (c) The representations and warranties made by the Loan Parties contained herein and in the Credit Agreement, as amended hereby, and the Other Documents, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the date hereof, as if those representations and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other date; (d) No Default or Event of Default shall exist under the Credit Agreement or any of the Other Documents, and no Default or Event of Default will result under the Credit Agreement or any Other Documents from the execution, delivery or performance of this Amendment; and (e) Agent shall have received payment of all fees and expenses incurred by Agent and the Required Lenders in connection with the Credit Agreement, the Other Documents and this Amendment.a SECTION 5.02. [INTENTIONALLY OMITTED]. 108

Conditions Precedent to Effectiveness. The effectiveness of this Amendment is Agreement and the obligation of Lender to make any Loans to Borrower or to cause the Issuing Bank to issue any Letters of Credit in accordance with the terms hereof are subject to the satisfaction condition precedent that Borrower deliver to Lender each of the following conditions precedentfollowing, unless specifically waived each of which shall be in writing by Agent (the date on which the conditions have been satisfied or waived in writing by Agent, the “Effective Date”):form and substance reasonably satisfactory to Lender: (a) Agent shall have received a duly counterparts of this Agreement and all other Loan Documents executed version of by the following documents, in each case, in form and substance satisfactory to Agent: (i) this Amendmentparties hereto; (iib) that certain Officer’s Closing Certificatethe Revolving Note executed by Borrower, dated as payable to Lender and complying with the terms of the date hereof, made by Xxxxxxx in favor of AgentSection 2.12; (iiic) the Guaranty executed by each Guarantor; (d) an opinion of counsel to the Loan Parties, and addressed to Lender in substantially the form of Exhibit F; (e) a certified copy of the Bylaws of Borrower; (f) a certificate of incumbency signed by the Secretary or Assistant Secretary of Borrower with respect to each of the officers of Borrower authorized to execute and deliver the Loan Documents to which Borrower is a party; (g) certified copies (certified by the Secretary or Assistant Secretary of Borrower) of all action taken by Borrower's Board of Directors to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (h) certified copy (certified by the Secretary or Assistant Secretary of Borrower) of the Amended and Restated Declaration of Trust of Borrower as filed in Harris County, Texas; (x) the articles of incorporation, articles of organization, certificate of limited partnership or other comparable organizational instrument (if any) of each Guarantor certified as of a recent date by the Secretary of State of the State of formation of such Guarantor; (j) a Certificate of Good Standing or certificate of similar meaning with respect to each Guarantor issued as of a recent date by the Secretary of State of the State of formation of each such Guarantor and certificates of qualification to transact business or other comparable certificates issued by each Secretary of State (and any state department of taxation, as applicable) of each state in which each such Guarantor is required to be so qualified; (k) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other equivalent officer, partner or managerindividual performing similar functions) of each Borrower in form and substance satisfactory Guarantor with respect to Agent dated as each of the date hereof officers of such Guarantor authorized to execute and deliver the Loan Documents to which shall certify such Guarantor is a party; (l) copies certified by the Secretary or Assistant Secretary of each Guarantor (or other individual performing similar functions) of (i) copies the by-laws of resolutions in form and substance reasonably satisfactory to Agentsuch Guarantor, of if a corporation, the board of directors (operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other equivalent governing bodycomparable document in the case of any other form of legal entity and (ii) all corporate, partnership, member or partner) of other necessary action taken by such Borrower authorizing Guarantor to authorize the execution, delivery and performance of this Amendment and any Other Document related thereto, (ii) the incumbency and signature of the officers of such Borrower authorized Loan Documents to execute this Amendment and such Other Documents, (iii) copies of the Organizational Documents of such Borrower as in effect on such date, complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation or related document, by the Secretary of State or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement and Limited Consent of formation not more than thirty (30) days prior to the date hereof and (iv) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the date hereof, issued by the Secretary of State or other appropriate official of such jurisdictionwhich it is a party; (ivm) executed legal opinions of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP and Xxxxxx Xxxxxxx LLP, which shall cover such matters incident to the transactions contemplated by this Amendment and related agreements as Agent may reasonably require; and (v) all other documents and information as shall be reasonably requested by Agent or any Lender; (b) Agent shall have received updated lien searches on each Borrower, the results of which shall be satisfactory to the Agent and the Required Lenders and shall reveal no liens other than Permitted Encumbrances; (c) The representations and warranties made by the Loan Parties contained herein and in the Credit Agreement, as amended hereby, and the Other Documents, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) an Unencumbered Pool Certificate calculated as of the date hereof, as if those representations and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other date; (dn) No Default or Event of Default shall exist the fees then due under the Credit Agreement or any of the Other Documents, and no Default or Event of Default will result under the Credit Agreement or any Other Documents from the execution, delivery or performance of this Amendment; andSection 3.1; (eo) Agent shall have received payment of all fees such other documents and expenses incurred by Agent and the Required Lenders in connection with the Credit Agreement, the Other Documents and this Amendmentinstruments as Lender may reasonably request.

Conditions Precedent to Effectiveness. (a) The effectiveness of this Amendment Amendment, including the obligation of each Tranche B Term Lender to make, or exchange its Original Initial Term Loan for, a Tranche B Term Loan, is subject to the satisfaction or waiver of the following conditions precedent, unless specifically waived in writing by Agent (the date on which of such satisfaction or waiver of such conditions being referred to herein as the “First Amendment Effective Date” and the time of such satisfaction or waiver of such conditions have been satisfied or waived in writing by Agentbeing referred to herein as the, the “First Amendment Effective DateTime”): (a1) the Parent Borrower, the OpCo Borrower, the Administrative Agent, the Collateral Agent and the Tranche B Term Lenders have each delivered a duly executed counterpart of this Amendment to the Administrative Agent (which, in the case of Tranche B Term Lenders, may be in the form of an Existing Lender Signature Page); (2) each Guarantor shall have delivered a duly executed counterpart of the acknowledgment and consent attached to this Amendment (the “Acknowledgment”) to the Administrative Agent; (3) the Administrative Agent shall have received a duly executed version of the following documents, in each case, in form (A)(i) true and substance satisfactory to Agent: (i) this Amendment; (ii) that certain Officer’s Closing Certificate, dated as of the date hereof, made by Xxxxxxx in favor of Agent; (iii) a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify (i) complete copies of resolutions in form and substance reasonably satisfactory to Agent, of the board of directors (or other equivalent governing body, member or partner) a duly authorized committee thereof of such Borrower each of the Loan Parties approving and authorizing the execution, delivery and performance of this Amendment, and the performance of the Credit Agreement as amended by this Amendment and any Other Document related thereto, (ii) the incumbency and the signature of the officers of such Borrower authorized to execute this Amendment and such Other Documentssignatories, (iii) copies in each case, certified as of the Organizational Documents First Amendment Effective Date by a Responsible Officer, secretary or assistant secretary of such Borrower the Borrowers as being in full force and effect on such date, complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation without modification or related document, by the Secretary of State or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement and Limited Consent of formation not more than thirty (30) days prior to the date hereof amendment and (ivB) the a good standing (or equivalent status) of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) certificate (or the equivalent thereof issued by any applicable jurisdictionthereof) dated not more than thirty (30) days prior to for each of the date hereof, issued by the Secretary Loan Parties from its jurisdiction of State or other appropriate official of such jurisdictionformation; (iv4) executed legal opinions of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP and Xxxxxx Xxxxxxx LLP, which shall cover such matters incident to the transactions contemplated by this Amendment and related agreements as Agent may reasonably require; and (v) all other documents and information as shall be reasonably requested by Agent or any Lender; (b) Administrative Agent shall have received updated lien searches on each Borrowera certificate, the results of which shall be in form and substance reasonably satisfactory to the Agent Administrative Agent, of the Parent Borrower dated as of the First Amendment Effective Date signed by a Responsible Officer of the Parent Borrower certifying as to the matters set forth in clauses (5) and the Required Lenders and shall reveal no liens other than Permitted Encumbrances(6) below; (c5) The each of the representations and warranties made by the any Loan Parties contained herein and in Party pursuant to the Credit AgreementAgreement and any other Loan Document to which it is a party shall, as amended herebyexcept to the extent that they relate to a particular date, and the Other Documents, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof, First Amendment Effective Date as if those representations made on and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other date; (d6) No no Default or Event of Default shall exist under have occurred and be continuing on the Credit Agreement or any First Amendment Effective Date after giving effect to the effectiveness hereof; (7) the Parent Borrower shall have delivered to the Administrative Agent and the Lenders an opinion from each of Debevoise & Xxxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., in form and substance reasonably satisfactory to the Administrative Agent and dated as of the Other DocumentsFirst Amendment Effective Date; (8) UBS Securities LLC, as Lead Arranger, shall have received all fees and no Default or Event of Default will result under expenses related to the Credit Agreement or any Other Documents from Tranche B Term Loans to the execution, delivery or performance of this Amendmentextent due (which may be offset against the proceeds thereof); and (e9) With respect to the initial Tranche B Term Loans, the Administrative Agent shall have received payment a notice of all fees and expenses incurred such Borrowing as required by Agent and Subsection 2.3 of the Required Lenders Credit Agreement (or such notice shall have been deemed given in connection accordance with Subsection 2.3 of the Credit Agreement). The making of, or exchange of an Original Initial Term Loan for, Tranche B Term Loans by the Other Documents Tranche B Term Lenders shall conclusively be deemed to constitute an acknowledgement by the Administrative Agent and this Amendmenteach Lender that each of the conditions precedent set forth herein shall have been satisfied in accordance with its respective terms or shall have been irrevocably waived by such Person.

Conditions Precedent to Effectiveness. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent, unless specifically waived in writing by Agent (This Agreement shall become effective on the date on which the conditions have been satisfied or waived in writing by Agent, the “Effective Date”): (a) Administrative Agent shall have received a duly executed version of the following documentsfollowing, in each case(where applicable and unless otherwise specified below) dated the Effective Date, in form and substance satisfactory to Agent: (i) this Amendment; (ii) that certain Officer’s Closing Certificate, dated as of the date hereof, made by Xxxxxxx in favor of Agent; (iii) a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify (i) copies of resolutions in form and substance reasonably satisfactory to the Administrative Agent, : (a) Evidence (which may include telecopy or other electronic transmission of a signed signature page hereof) that each party hereto has signed a counterpart of this Agreement. (b) Certified copies of (x) the charter and by-laws of the board Borrower, (y) resolutions of directors (or other equivalent governing body, member or partner) the Executive Committee of such the Board of Directors of the Borrower authorizing and approving this Agreement and the executiontransactions contemplated hereby, delivery and performance (z) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement. (c) A certificate of this Amendment the Secretary or an Assistant Secretary of the Borrower certifying the names and any Other Document related thereto, (ii) the incumbency and signature true signatures of the officers of such the Borrower authorized to execute sign this Amendment Agreement and such Other Documents, the other documents to be delivered hereunder. (iiid) copies of the Organizational Documents of such Borrower as in effect on such date, complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation or related document, by A certificate from the Secretary of State or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement and Limited Consent the State of formation not more than thirty (30) days prior Delaware dated a date reasonably close to the date hereof and (iv) Effective Date as to the good standing of and charter documents filed by the Borrower. (or equivalent statuse) A favorable opinion of such Borrower in its jurisdiction of organizationXxxxxxxx X. Xxxxxx, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior Esq., counsel to the date hereofBorrower, issued by substantially in the Secretary form of State or other appropriate official of such jurisdiction;Exhibit C. (ivf) executed legal opinions A certificate of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP and Xxxxxx Xxxxxxx LLP, which shall cover such matters incident to the transactions contemplated by this Amendment and related agreements as Agent may reasonably require; and two Responsible Officers certifying that (vi) all other documents and information as shall be reasonably requested by Agent or any Lender; (b) Agent shall have received updated lien searches on each Borrower, the results of which shall be satisfactory to the Agent and the Required Lenders and shall reveal no liens other than Permitted Encumbrances; (c) The representations and warranties made by the Loan Parties contained herein and in the Credit Agreement, as amended hereby, and the Other Documents, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the date hereof, as if those representations and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other date; (d) No Default or Event of Default shall exist under the Credit Agreement or any of the Other Documents, and no Default or Event of Default will result under as of the Credit date thereof has occurred and is continuing, and (ii) each of the representations and warranties contained in Section 4.01 is true and correct on and as of the date thereof as if made on and as of such date. (g) Such other approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as the Administrative Agent or any Other Documents from Lender, through the executionAdministrative Agent, delivery or performance of this Amendment; andmay reasonably request. (eh) Agent shall have received All fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all fees out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (i) Evidence that the Borrower has paid all amounts then payable under the Existing Agreement. (j) All documentation and expenses incurred other information reasonably requested at least three Business Days prior to the Effective Date by the Administrative Agent or any Lender through the Administrative Agent that is required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including the Required Lenders in connection with PATRIOT Act. Notwithstanding the Credit Agreementforegoing, the Other Documents and this Amendmentobligations of the Lenders to lend hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 8.01) on or prior to April 30, 2012.

Conditions Precedent to Effectiveness. The effectiveness of this Amendment Agreement is subject to the satisfaction of the following conditions precedent, unless specifically waived in writing by Agent (the date on which the conditions have been satisfied or waived in writing by Agent, the “Effective Date”):conditions: (a) the Agent shall have received a duly executed version on behalf of the following documentseach Lender (or certain Lenders, in each caseas indicated below) has received, in form and substance satisfactory to Agentthe Agent (or, in the case of (vi) and (vii) below, each of the Lenders), acting reasonably: (i) a duly executed copy of this AmendmentAgreement; (ii) that certain Officer’s Closing Certificate, dated as a duly executed confirmation of the date hereofaffiliate guarantee dated March 1, made 2019 granted by Xxxxxxx in favor of AgentNewfield Exploration Company to the Agent and the Lenders with respect to the “Outstandings” as defined therein; (iii) a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of Guarantor confirming that the date hereof which shall certify (i) copies of resolutions in form and substance reasonably satisfactory to Agent, of the board of directors (or other equivalent governing body, member or partner) of such Borrower authorizing the execution, delivery and performance of this Amendment and any Other Document related thereto, (ii) the incumbency and signature of the officers of such Borrower authorized to execute this Amendment and such Other Documents, (iii) copies of the Organizational Documents of such Borrower as in effect on such date, complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation or related document, by the Secretary of State or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement and Limited Consent of formation not more than thirty (30) days prior to the date hereof and (iv) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the date hereof, issued by the Secretary of State or other appropriate official of such jurisdictionReorganization has been completed; (iv) executed legal opinions a certified copy of Xxxx Xxxx the articles and by-laws of the Borrower; (v) a certified copy of the articles and by-laws of the Guarantor; (vi) a certificate of existence under the laws of British Columbia in respect of the corporate existence of the Borrower; (vii) a certificate of existence under the laws of State of Delaware in respect of the corporate existence of the Guarantor; (viii) a certified resolution of the Board of Directors of the Borrower with respect to this Agreement; (ix) a certified resolution of the Board of Directors of the Guarantor with respect to this Agreement; (x) an incumbency certificate of the Borrower certifying the name and true signatures of the Borrower’s officers authorized to sign this Agreement and the other Loan Documents to which the Borrower is a party; (xi) an incumbency certificate of the Guarantor certifying the name and true signatures of the Guarantor’s officer authorized to sign this Agreement; (xii) an opinion of Blake, Xxxxxxx Xxxxx & Xxxx LLP and Xxxxxx Xxxxxxx LLP, which shall cover such matters incident Canadian counsel to the transactions contemplated Borrower and the Guarantor addressed to the Agent and each Lender; (xiii) an opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, U.S. counsel to the Guarantor addressed to the Agent and each Lender; (xiv) an opinion of Norton Xxxx Xxxxxxxxx Canada LLP, counsel to the Lenders, addressed to the Agent and each Lender; (xv) all such other agreements, certificates, declarations, opinions and other documents as are reasonably required by this Amendment the Agent to confirm or establish the completion or satisfaction of the conditions to the Lenders’ obligations hereunder and related agreements of which the Borrower is advised in a timely manner; (xvi) a duly executed withdrawal letter from each of Export Development Canada and ICICI Bank Canada whereby they cease to be Lenders under and as Agent may reasonably requiredefined in the Existing Credit Agreement; and (vxvii) all documentation and other documents information regarding the Borrower or the Guarantor requested in connection with applicable “know your customer” and information as shall be reasonably anti-money laundering rules and regulations, including the AML Legislation, to the extent requested by Agent or any Lender;in writing of the Borrower at least 10 days prior to the Effective Date; and (b) Agent the Borrower shall have received updated lien searches on each Borrower, the results of which shall be satisfactory paid to the Agent for the account of the Agent, the co-lead arrangers and the Required Lenders Lenders, as applicable, and shall reveal no liens other than Permitted Encumbrances; (c) The representations in a timely manner, all upfront and warranties made arrangement fees required to be paid by the Loan Parties contained herein and in Borrower on or before the Credit Agreement, as amended hereby, and the Other Documents, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the date hereof, as if those representations and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other date; (d) No Default or Event of Default shall exist under the Credit Agreement or any of the Other Documents, and no Default or Event of Default will result under the Credit Agreement or any Other Documents from the execution, delivery or performance of this Amendment; and (e) Agent shall have received payment of all fees and expenses incurred by Agent and the Required Lenders Effective Date in connection with this Agreement. Each Lender hereby authorizes the Credit AgreementAgent to confirm to the Borrower on the Effective Date that the conditions precedent set forth in this Section 7.1 have been satisfied on or prior to the Effective Date, provided such Lender has not advised the Other Documents and this AmendmentAgent in writing prior to such Effective Date that such Lender is not satisfied that the Borrower has complied with such conditions precedent.

Conditions Precedent to Effectiveness. The effectiveness obligation of this Amendment the Lender to make any Term Loan hereunder is subject to the satisfaction of condition precedent that, on or before the following conditions precedent, unless specifically waived in writing by Agent (the date on which the conditions have been satisfied or waived in writing by AgentClosing Date, the “Effective Date”): (a) Agent Lender shall have received a duly executed version each of the following documentsfollowing, in each case, in form and substance satisfactory to Agentthe Lender: (ia) this AmendmentAgreement, the Collateral Documents and the other Loan Documents to be entered into on the Closing Date, each signed by a Responsible Officer of each Loan Party and a duly authorized officer of each other party thereto, together with all other original items required to be delivered pursuant to the Collateral Documents or any other Loan Document; (ii) that certain Officer’s Closing Certificate, dated as of the date hereof, made by Xxxxxxx in favor of Agent; (iiib) a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) a Responsible Officer of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify Loan Party, attaching (i) copies of resolutions in form and substance reasonably satisfactory to Agent, of the board of directors (or other equivalent governing body, member or partner) of such Borrower authorizing the execution, delivery and performance of this Amendment and any Other Document related thereto, (ii) the incumbency and signature of the officers of such Borrower authorized to execute this Amendment and such Other Documents, (iii) copies of the Organizational Documents of such Borrower as in effect on Loan Party, (ii) resolutions or other action of the Governing Board of such date, complete with all amendments thereto, certified, in Loan Party approving the case of any Certificate of Formation, Certificate of Incorporation or related document, transactions and other matters contemplated by the Secretary Loan Documents to which it is a party, and (iii) an incumbency certificate evidencing the identity, authority and capacity of State or other appropriate official each Responsible Officer of such Borrower’s jurisdiction [Innovex] Third Amendment Loan Party authorized to 2nd A&R Credit act as a Responsible Officer in connection with this Agreement and Limited Consent of formation not more than thirty the other Loan Documents to which it is a party; (30c) days prior such other documents and certificates as the Lender may request relating to the date hereof organization, existence and (iv) the good standing of each Loan Party and any other legal matters relating to the Loan Parties, the Loan Documents or the transactions contemplated thereby; (d) a certificate of status, compliance or equivalent status) like certificate for each Loan Party and Subsidiary from the appropriate Governmental Authority of the jurisdiction of incorporation or formation of such Borrower in its Person and each jurisdiction of organizationwhere it is required to qualify to do business, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) each dated not more than thirty (30) days prior to the date hereof, issued by the Secretary of State or other appropriate official of such jurisdictionClosing Date; (ive) a certificate of a Responsible Officer of the Company, dated as of the Closing Date and attaching reasonably detailed calculations demonstrating pro forma compliance with the minimum Liquidity covenant set forth in Section 6.8(d) after giving effect to the Term Loans to be funded on the Closing Date; (f) an appropriately completed Perfection Certificate with respect to the Borrowers and the other Loan Parties, dated as of the Closing Date and duly executed legal by a Responsible Officer of the Borrowers; (g) one or more opinions of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP counsel to the Loan Parties, addressed to the Lender and Xxxxxx Xxxxxxx LLPdated the Closing Date, in form and substance satisfactory to the Lender (covering the jurisdiction of formation of each Loan Party, the jurisdiction of the governing law of each Loan Document and the jurisdiction in which any Farm Project Site is located, as applicable); (h) with respect to the Existing Bridge Indebtedness and any other Indebtedness or other obligations owing by the Loan Parties to any Exiting Lenders: (i) evidence that all such Indebtedness has been, or as of the Closing Date will be, repaid in full in cash and all such obligations have been, or as of the Closing Date will be, terminated; (ii) a payoff letter (accompanied by such other discharges, releases (including, without limitation, mortgage releases), terminations or other documents as the Lender may request in its sole discretion), in each case duly executed by the Exiting Lenders or their agent, as applicable, releasing effective as of the Closing Date all Liens on any assets of any Loan Parties or any Subsidiaries of any Loan Party granted in favor of the Exiting Lenders upon receipt of the payoff amount on the Closing Date and authorizing the Borrowers, the Lender or their respective designees to file UCC-3 termination statements and such other releases and terminations as necessary to terminate any and all such Liens; (i) Lien searches with respect to the Loan Parties and any Subsidiary in scope satisfactory to the Lender and with results showing no Liens (other than Liens in favor of the Lender, other Permitted Liens and Liens authorized to be released on the Closing Date in accordance with Section 4.1(h)) and otherwise satisfactory to the Lender; (j) UCC financing statements for each jurisdiction as is necessary, in the Lender’s sole discretion, to perfect the Lender’s security interest in the Collateral to the extent such Liens can be perfected by filing or recordation; (k) an executed Account Control Agreement with respect to (i) the Interest Reserve Account and (ii) each other deposit, securities and commodity account of the Loan Parties (other than Excluded Accounts); (l) a written consent, duly executed by Holdings and confirming that this Agreement, the other Loan Documents, the Term Loan Facility and the Liens created pursuant to any Loan Document to secure the Obligations are permitted under, and do not conflict with or contravene, the SPAC Merger Agreement; (m) a disbursement letter, duly executed by the Borrowers and demonstrating, among other things, that the Interest Reserve Account shall cover be funded with the Minimum Interest Amount required on such matters incident date in accordance with Section 5.17; (n) evidence from the Borrowers that all material governmental and third-party consents required to effectuate the transactions contemplated by this Amendment and related agreements as Agent may reasonably require; and (v) all other documents and information as shall be reasonably requested by Agent or any Lenderthe Loan Documents have been obtained; (bo) Agent shall have received updated lien searches on each Borrowertrue, correct and complete copies of the Warrant Agreement and all other Material Agreements then in effect (including, without limitation, to the extent not previously delivered to the Lender, all Farm Lease Agreements and Approved Long-Term Supply Agreements then in effect) of the Borrowers, the results Guarantors and any Subsidiary, each of which shall be satisfactory to the Agent Lender, together with such Collateral Assignments of such Material Agreements and acknowledgments by such counterparties as may be reasonably requested by the Required Lenders and shall reveal no liens other than Permitted EncumbrancesLender in its sole discretion, duly executed by the parties thereto; (cp) The representations at least five (5) Business Days prior to the Closing Date (or such shorter period as may be approved by the Lender in its sole discretion), completed background checks and warranties made such other documentation and information requested by (or on behalf of) the Lender, in each case satisfactory to the Lender, including information required by Lender to satisfy any “know your customer” requirements, including, without limitation, the Beneficial Ownership Certification; (q) evidence that adequate liability, property, business interruption and builder’s risk insurance required to be maintained under this Agreement is in full force and effect, in each case together with certificates naming the Lender as additional insured, mortgagee and lender’s loss payee, as applicable, with respect to the Collateral and, in the case of any business interruption insurance, accompanied by an assignment of such business interruption insurance in favor of the Lender signed by the Loan Parties contained herein and in the Credit Agreement, as amended hereby, and the Other Documents, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the date hereof, as if those representations and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other dateapplicable insurer; (dr) No Default payment of (i) all fees, costs and expenses then due and payable pursuant to Section 8.3 hereof, to the extent invoiced on or Event prior to the date hereof and (ii) payment of Default shall exist under such fees as are set forth in the Credit Agreement or any of the Other Documents, and no Default or Event of Default will result under the Credit Agreement or any Other Documents from the execution, delivery or performance of this AmendmentFee Letter; and (es) Agent shall have received payment of all fees such financial statements, budgets, forecasts, projections and expenses incurred by Agent and any other information or documents as the Required Lenders in connection with the Credit Agreement, the Other Documents and this AmendmentLender reasonably requests.

Conditions Precedent to Effectiveness. The effectiveness obligation of this Amendment the Lender to make any Term Loan hereunder is subject to the satisfaction of condition precedent that, on or before the following conditions precedent, unless specifically waived in writing by Agent (the date on which the conditions have been satisfied or waived in writing by AgentClosing Date, the “Effective Date”): (a) Agent Lender shall have received a duly executed version each of the following documentsfollowing, in each case, in form and substance satisfactory to Agentthe Lender: (ia) this AmendmentAgreement, the Collateral Documents and the other Loan Documents to be entered into on the Closing Date, each signed by a Responsible Officer of each Loan Party and a duly authorized officer of each other party thereto, together with all other original items required to be delivered pursuant to the Collateral Documents or any other Loan Document; (ii) that certain Officer’s Closing Certificate, dated as of the date hereof, made by Xxxxxxx in favor of Agent; (iiib) a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) a Responsible Officer of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify Loan Party, attaching (i) copies of resolutions in form and substance reasonably satisfactory to Agent, of the board of directors (or other equivalent governing body, member or partner) of such Borrower authorizing the execution, delivery and performance of this Amendment and any Other Document related thereto, (ii) the incumbency and signature of the officers of such Borrower authorized to execute this Amendment and such Other Documents, (iii) copies of the Organizational Documents of such Borrower as in effect on Loan Party, (ii) resolutions or other action of the Governing Board of such date, complete with all amendments thereto, certified, in Loan Party approving the case of any Certificate of Formation, Certificate of Incorporation or related document, transactions and other matters contemplated by the Secretary Loan Documents to which it is a party, and (iii) an incumbency certificate evidencing the identity, authority and capacity of State or other appropriate official each Responsible Officer of such Borrower’s jurisdiction [Innovex] Third Amendment Loan Party authorized to 2nd A&R Credit act as a Responsible Officer in connection with this Agreement and Limited Consent of formation not more than thirty the other Loan Documents to which it is a party; (30c) days prior such other documents and certificates as the Lender may request relating to the date hereof organization, existence and (iv) the good standing of each Loan Party and any other legal matters relating to the Loan Parties, the Loan Documents or the transactions contemplated thereby; (d) a certificate of status, compliance or equivalent status) like certificate for each Loan Party and Subsidiary from the appropriate Governmental Authority of the jurisdiction of incorporation or formation of such Borrower in its Person and each jurisdiction of organizationwhere it is required to qualify to do business, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) each dated not more than thirty (30) days prior to the date hereof, issued by the Secretary of State or other appropriate official of such jurisdictionClosing Date; (ive) a certificate of a Responsible Officer of the Company, dated as of the Closing Date and attaching reasonably detailed calculations demonstrating pro forma compliance with the minimum Liquidity covenant set forth in Section 6.8(d) after giving effect to the Term Loans to be funded on the Closing Date; (f) an appropriately completed Perfection Certificate with respect to the Borrowers and the other Loan Parties, dated as of the Closing Date and duly executed legal by a Responsible Officer of the Borrowers; (g) one or more opinions of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP counsel to the Loan Parties, addressed to the Lender and Xxxxxx Xxxxxxx LLPdated the Closing Date, in form and substance satisfactory to the Lender (covering the jurisdiction of formation of each Loan Party, the jurisdiction of the governing law of each Loan Document and the jurisdiction in which shall cover any Farm Project Site is located, as applicable); (h) with respect to the Existing Bridge Indebtedness and any other Indebtedness or other obligations owing by the Loan Parties to any Exiting Lenders: (i) evidence that all such matters incident Indebtedness has been, or as of the Closing Date will be, repaid in full in cash and all such obligations have been, or as of the Closing Date will be, terminated; (ii) a payoff letter (accompanied by such other discharges, releases (including, without limitation, mortgage releases), terminations or other documents as the Lender may request in its sole discretion), in each case duly executed by the Exiting Lenders or their agent, as applicable, releasing effective as of the Closing Date all Liens on any assets of any Loan Parties or any Subsidiaries of any Loan Party granted in favor of the Exiting Lenders upon receipt of the payoff amount on the Closing Date and authorizing the Borrowers, the Lender or their respective designees to file UCC-3 termination statements and such other releases and terminations as necessary to terminate any and all such Liens; (i) Lien searches with respect to the Loan Parties and any Subsidiary in scope satisfactory to the Lender and with results showing no Liens (other than Liens in favor of the Lender, other Permitted Liens and Liens authorized to be released on the Closing Date in accordance with Section 4.1(h)) and otherwise satisfactory to the Lender; (j) UCC financing statements for each jurisdiction as is necessary, in the Lender’s sole discretion, to perfect the Lender’s security interest in the Collateral to the extent such Liens can be perfected by filing or recordation; (k) an executed Account Control Agreement with respect to (i) the Debt Service Reserve Account and (ii) each other deposit, securities and commodity account of the Loan Parties (other than Excluded Accounts); (l) a written consent, duly executed by Holdings and confirming that this Agreement, the other Loan Documents, the Term Loan Facility and the Liens created pursuant to any Loan Document to secure the Obligations are permitted under, and do not conflict with or contravene, the SPAC Merger Agreement; (m) [reserved]; (n) evidence from the Borrowers that all material governmental and third-party consents required to effectuate the transactions contemplated by this Amendment and related agreements as Agent may reasonably require; and (v) all other documents and information as shall be reasonably requested by Agent or any Lenderthe Loan Documents have been obtained; (bo) Agent shall have received updated lien searches on each Borrowertrue, correct and complete copies of the Warrant Agreement and all other Material Agreements then in effect (including, without limitation, to the extent not previously delivered to the Lender, all Farm Lease Agreements and Approved Long-Term Supply Agreements then in effect) of the Borrowers, the results Guarantors and any Subsidiary, each of which shall be satisfactory to the Agent Lender, together with such Collateral Assignments of such Material Agreements and acknowledgments by such counterparties as may be reasonably requested by the Required Lenders and shall reveal no liens other than Permitted EncumbrancesLender in its sole discretion, duly executed by the parties thereto; (cp) The representations at least five (5) Business Days prior to the Closing Date (or such shorter period as may be approved by the Lender in its sole discretion), completed background checks and warranties made such other documentation and information requested by (or on behalf of) the Lender, in each case satisfactory to the Lender, including information required by Lender to satisfy any “know your customer” requirements, including, without limitation, the Beneficial Ownership Certification; (q) evidence that adequate liability, property, business interruption and builder’s risk insurance required to be maintained under this Agreement is in full force and effect, in each case together with certificates naming the Lender as additional insured, mortgagee and lender’s loss payee, as applicable, with respect to the Collateral and, in the case of any business interruption insurance, accompanied by an assignment of such business interruption insurance in favor of the Lender signed by the Loan Parties contained herein and in the Credit Agreement, as amended hereby, and the Other Documents, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the date hereof, as if those representations and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other dateapplicable insurer; (dr) No Default payment of (i) all fees, costs and expenses then due and payable pursuant to Section 8.3 hereof, to the extent invoiced on or Event prior to the date hereof and (ii) payment of Default shall exist under such fees as are set forth in the Credit Agreement or any of the Other Documents, and no Default or Event of Default will result under the Credit Agreement or any Other Documents from the execution, delivery or performance of this AmendmentFee Letter; and (es) Agent shall have received payment of all fees such financial statements, budgets, forecasts, projections and expenses incurred by Agent and any other information or documents as the Required Lenders in connection with the Credit Agreement, the Other Documents and this AmendmentLender reasonably requests.

Conditions Precedent to Effectiveness. The effectiveness of this Amendment is Agreement and the other Loan Documents (other than the Fee Letters) are subject to the satisfaction Administrative Agent's receipt of the following conditions precedentfollowing, unless specifically waived each in writing by form and substance satisfactory to the Administrative Agent (the date on which the day when all such conditions have been satisfied or waived in writing by Agent, is herein referred to as the “"Effective Date”"): (a) Agent shall have received a duly executed version of the following documents, in each case, in form and substance satisfactory to Agent: (i) this Amendment; This Agreement executed by each Ensco Borrower, each Bank, each Issuing Bank, and the Administrative Agent, (ii) that certain Officer’s Closing Certificate, dated as the Notes (if any) payable to the order of the date hereofBanks, made respectively, executed by Xxxxxxx in favor of Agent; the respective Borrowers, and (iii) a certificate the Guaranty executed by the Parent, Global, EII, and EUI. (b) An opinion of Xxxxxx and Xxxxxx, Cayman Islands counsel for the Secretary or Assistant Secretary (or other equivalent officerEnsco Borrowers and Ensco Guarantors, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify (i) copies of resolutions in form and substance reasonably satisfactory to the Administrative Agent. (c) An opinion of Xxxxx & XxXxxxxx, LLP, counsel for the Ensco Borrowers and Ensco Guarantors, in form and substance reasonably satisfactory to the Administrative Agent. (d) Certified copies of all governmental approvals, if any, necessary for each Ensco Borrower and Ensco Guarantor to enter into the Loan Documents to which it is party and perform its obligations thereunder. (e) A certificate of the board Secretary or an Assistant Secretary of directors each Ensco Borrower and Ensco Guarantor certifying (or other equivalent governing body, member or partneri) the resolutions of the Board of Directors of such Borrower authorizing Loan Party approving this Agreement, the executionother Loan Documents, delivery and performance of this Amendment and the transactions contemplated hereby, in each case evidencing any Other Document related theretonecessary company action, (ii) the incumbency name and true signature of the officers an agent or agents of such Borrower Loan Party authorized to execute this Amendment sign each Loan Document to which such Loan Party is a party and the other documents to be delivered hereunder, and (iii) attached true and correct copies of the Bylaws and Articles of Incorporation (or corresponding organizational documents) of such Other DocumentsLoan Party. (f) A certificate of the chief executive officer or the chief financial officer of the Parent certifying that (i) insurance complying with Section 5.01(d) is in full force and effect, (ii) no Material Adverse Change has occurred since December 31, 2010, (iii) copies no Default or Event of the Organizational Documents of such Borrower as in effect on such dateDefault exists, complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation or related document, by the Secretary of State or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement and Limited Consent of formation not more than thirty (30) days prior to the date hereof and (iv) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the date hereof, issued by the Secretary of State or other appropriate official of such jurisdiction; (iv) executed legal opinions of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP and Xxxxxx Xxxxxxx LLP, which shall cover such matters incident to the transactions contemplated by this Amendment and related agreements as Agent may reasonably require; and (v) all other documents and information as shall be reasonably requested by Agent or any Lender; (b) Agent shall have received updated lien searches on each Borrower, the results of which shall be satisfactory to the Agent and the Required Lenders and shall reveal no liens other than Permitted Encumbrances; (c) The representations and warranties made by the Loan Parties contained herein Ensco Borrowers and Ensco Guarantors in the Credit Agreement, as amended hereby, and the Other Documents, shall be true and Section 4.01 are correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof, as if those representations and warranties were made for of the first time on such date, except for Effective Date (other than those representations and warranties that are specifically made as of another date expressly relate solely to a specific earlier date, which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other earlier date;), and (v) the annual audited financials for the fiscal year ended December 31, 2010 and the quarterly unaudited financials for the fiscal quarter ended March 31, 2011, in each case delivered to the Administrative Agent prior to the Effective Date, are true and correct copies of such financials, fairly present the financial condition of the Parent as of such dates, and were, to the best of such officer's knowledge, prepared in conformity with GAAP. (dg) No Default Certificates of existence, good standing and qualification from appropriate state officials with respect to EII and EUI, such corresponding certificates or Event of Default shall exist under other documents from Cayman Islands officials or agencies as the Credit Agreement or any of the Other DocumentsAdministrative Agent reasonably requests with respect to EOIC and Global, and no Default such corresponding certificates or Event of Default will result under other documents from English officials or agencies as the Credit Agreement or any Other Documents from Administrative Agent reasonably requests with respect to the execution, delivery or performance of this Amendment; andParent and EUL. (eh) Agent shall have received Evidence of payment by the Ensco Borrowers of all fees and disbursements required to be paid by the Ensco Borrowers on the Effective Date, including the fees and expenses incurred by Agent of counsel to the Administrative Agent, the Banks, the Syndication Agent, the Co-Documentation Agents and the Required Lenders Joint Lead Arrangers. (i) Evidence of appointment by each of the Parent, EUL, Global, and EOIC of the Process Agent as its domestic process agent in connection accordance with Section 8.14. (j) Such other documents, governmental certificates, conditions, agreements and lien searches as the Credit Agreement, the Other Documents and this AmendmentAdministrative Agent may reasonably request.

Conditions Precedent to Effectiveness. The effectiveness of this Amendment is subject to the satisfaction This Agreement shall become effective on and as of the following conditions precedent, unless specifically waived in writing by Agent first date (the date on which the conditions have been satisfied or waived in writing by Agent, the “Effective Date”):) on which the following conditions precedent have been satisfied: (a) PMI shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (b) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly executed version authorized officer of PMI, dated the Effective Date, stating that: (i) the representations and warranties contained in Section 4.1 are correct on and as of the following documentsEffective Date, in and (ii) no event has occurred and is continuing that constitutes a Default or Event of Default. (c) The Administrative Agent shall have received on or before the Effective Date the following, each casedated such day, in form and substance satisfactory to the Administrative Agent: (i) Certified copies of the resolutions of the Board of Directors of PMI approving this Amendment;Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement. (ii) that certain Officer’s Closing Certificate, dated as of the date hereof, made by Xxxxxxx in favor of Agent; (iii) a A certificate of the Secretary or an Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower in form PMI certifying the names and substance satisfactory to Agent dated as of the date hereof which shall certify (i) copies of resolutions in form and substance reasonably satisfactory to Agent, of the board of directors (or other equivalent governing body, member or partner) of such Borrower authorizing the execution, delivery and performance of this Amendment and any Other Document related thereto, (ii) the incumbency and signature true signatures of the officers of such Borrower PMI authorized to execute sign this Amendment Agreement and such Other Documents, the other documents to be delivered hereunder. (iii) copies Favorable opinions of the Organizational Documents of such Borrower as in effect on such datecounsel (which may be in-house counsel) for PMI, complete with all amendments thereto, certified, substantially in the case form of any Certificate of Formation, Certificate of Incorporation or related document, by the Secretary of State or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement Exhibits E-1 and Limited Consent of formation not more than thirty (30) days prior to the date hereof and (iv) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the date hereof, issued by the Secretary of State or other appropriate official of such jurisdiction;E-2 hereto. (iv) executed legal opinions A favorable opinion of Xxxx Xxxx Xxxxxxx Xxxxx Xxxxxxx & Xxxx LLP and Xxxxxx Xxxxxxx Xxxxxxxx LLP, counsel for the Administrative Agent, substantially in the form of Exhibit G hereto. (v) A certificate of the chief financial officer or treasurer of PMI certifying that as of 31 December 2012 (A) the aggregate amount of Debt, payment of which is secured by any Lien referred to in clause (iii) of Section 5.2(a), does not exceed $400,000,000, and (B) the aggregate amount of Debt included in clause (A) of this subsection (v), payment of which is secured by any Lien referred to in clause (iv) of Section 5.2(a), does not exceed $200,000,000. (d) PMI shall cover have paid all accrued fees and reasonable expenses of the Administrative Agent and the Lenders with respect to this Agreement for which the Administrative Agent shall have made reasonable demand in accordance with Section 9.4(a) on or prior to the Effective Date. (e) This Agreement shall have been executed by PMI and Citibank UK, as Administrative Agent, and the Administrative Agent shall have been notified by each Initial Lender that such matters incident Initial Lender has executed this Agreement. The Administrative Agent shall notify PMI and the Initial Lenders of the date which is the Effective Date upon satisfaction of all of the conditions precedent set forth in this Section 3.1. For purposes of determining compliance with the conditions specified in this Section 3.1, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by this Amendment and related agreements as Agent may reasonably require; and (v) all other documents and information as shall be reasonably requested by Agent or any Lender; (b) Agent Agreement shall have received updated lien searches on each Borrower, the results of which shall be satisfactory notice from such Lender prior to the Agent and date that PMI, by notice to the Required Lenders and shall reveal no liens other than Permitted Encumbrances; (c) The representations and warranties made by Lenders, designates as the Loan Parties contained herein and in the Credit Agreementproposed Effective Date, as amended hereby, and the Other Documents, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the date hereof, as if those representations and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other date; (d) No Default or Event of Default shall exist under the Credit Agreement or any of the Other Documents, and no Default or Event of Default will result under the Credit Agreement or any Other Documents from the execution, delivery or performance of this Amendment; and (e) Agent shall have received payment of all fees and expenses incurred by Agent and the Required Lenders in connection with the Credit Agreement, the Other Documents and this Amendmentspecifying its objection thereto.

Conditions Precedent to Effectiveness. The effectiveness of this This Second Amendment is subject to the satisfaction shall become effective as of the following conditions precedent, unless specifically waived in writing by Agent first date (the date on which “Second Amendment Effective Date”) when the conditions set forth in this Section 8 shall have been satisfied (or waived by the 2021 Incremental Revolving Lenders and the 2021 Refinancing Revolving Lenders) in writing by Agent, accordance with the “Effective Date”):Credit Agreement: (a) The Administrative Agent shall have received a duly executed version of the following documentsfollowing, in each case, case in form and substance reasonably satisfactory to the Administrative Agent, the 2021 Incremental Revolving Lenders and the 2021 Refinancing Revolving Lenders: (i) counterparts of this AmendmentSecond Amendment executed by the Borrower, the Guarantors, the Administrative Agent, each Issuing Bank, the Swing Line Lender, the 2021 Incremental Revolving Lenders and the 2021 Refinancing Revolving Lenders; (ii) that certain Officer’s Closing Certificatea customary opinion from each of (A) Xxxxxx & Xxxxxxx LLP, dated as with respect to matters of the date hereofNew York, made by Xxxxxxx in favor Delaware and California law and (B) Xxxxxx Xxxx Xxxxxx Xxxxxxxxxx, LLP, with respect to matters of AgentArizona law; (iii) a certificate attesting to the Solvency of the Secretary or Assistant Secretary Borrower and its Subsidiaries, on a consolidated basis, from the chief financial officer (or other officer with equivalent officer, partner or managerduties) of each the Borrower in form and substance satisfactory (after giving effect to Agent dated as the making of the date hereof which shall certify 2021 Incremental Revolving Commitments and the 2021 Refinancing Revolving Commitments), substantially in the form of the Solvency certificate furnished on the Closing Date; and (iiv) copies the following: i. a customary certificate of a Responsible Officer of each Loan Party dated the Second Amendment Effective Date and certifying (A) that either (x) attached thereto is a copy of the Organization Documents of each Loan Party or (y) certifying that there has been no change to such Organization Documents since last delivered to the Administrative Agent, (B) that attached thereto is a true and complete copy of resolutions in form and substance reasonably satisfactory to Agent, of the board of directors (or other equivalent governing body, member or partner) of such Borrower action authorizing the execution, delivery and performance of this Second Amendment and any Other Document related theretoother document delivered in connection herewith, (C) to the extent not previously delivered to the Administrative Agent (and unchanged since such delivery), as to the incumbency of each Loan Party evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Second Amendment or any other document delivered in connection herewith on behalf of such Loan Party and (D) good standing certificates for each Loan Party from such Loan Party’s jurisdiction of formation or organization; and ii) . a customary certificate of another Responsible Officer as to the incumbency and signature of the officers of such Borrower authorized secretary or assistant secretary executing the certificate delivered pursuant to execute this Amendment and such Other Documents, clause (iiii) copies of the Organizational Documents of such Borrower as in effect on such date, complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation or related document, by the Secretary of State or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement and Limited Consent of formation not more than thirty (30) days prior to the date hereof and (iv) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the date hereof, issued by the Secretary of State or other appropriate official of such jurisdiction; (iv) executed legal opinions of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP and Xxxxxx Xxxxxxx LLP, which shall cover such matters incident to the transactions contemplated by this Amendment and related agreements as Agent may reasonably require; and (v) all other documents and information as shall be reasonably requested by Agent or any Lenderabove; (b) The representations and warranties in Section 7 hereof shall be true and correct as of the Second Amendment Effective Date, and the Administrative Agent shall have received updated lien searches on each Borrowera certificate, the results of which shall be in form and substance reasonably satisfactory to the Agent Administrative Agent, the 2021 Incremental Revolving Lenders and the Required Lenders 2021 Refinancing Revolving Lenders, dated as of the Second Amendment Effective Date and shall reveal no liens other than Permitted Encumbrancessigned by a Responsible Officer of the Borrower, certifying the foregoing; (c) The representations Administrative Agent shall have been paid all fees and warranties made by expenses (including all reasonable out-of-pocket costs, fees and expenses (including legal fees and expenses)) owing to it pursuant to the Loan Parties contained herein and in terms of the Credit Agreement, Agreement (as amended hereby, and the Other Documents, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the date hereof, as if those representations and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other date;); and (d) No Default or Event of Default The Lenders shall exist have received, at least three Business Days prior to the Second Amendment Effective Date, (i) all documentation and other information about the Borrower and the other Loan Parties required by bank regulatory authorities in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Credit Agreement Beneficial Ownership Regulation, a customary FinCEN beneficial ownership certificate as required by the Beneficial Ownership Regulation with respect to the Borrower (or, to the extent that the Borrower has previously provided such certificate to the 2021 Incremental Revolving Lenders or any the 2021 Refinancing Revolving Lenders, confirmation in writing to the Administrative Agent that no change to its beneficial ownership has occurred since the date of such previously provided certificate), that, in each case, has been requested in writing at least ten Business Days prior to the Other Documents, and no Default or Event of Default will result under the Credit Agreement or any Other Documents from the execution, delivery or performance of this Amendment; and (e) Agent shall have received payment of all fees and expenses incurred by Agent and the Required Lenders in connection with the Credit Agreement, the Other Documents and this AmendmentSecond Amendment Effective Date.

Conditions Precedent to Effectiveness. The effectiveness of this Amendment Agreement is subject to the satisfaction fulfillment of the following conditions precedent, unless specifically waived in writing by Agent (the date on which the conditions have been satisfied or waived in writing by Agent, the “Effective Date”):: (a) The Administrative Agent shall have received a duly executed version of on or before the following documentsClosing Date the following, in each casedated the Closing Date, in form and substance satisfactory to Agenteach Lender and in sufficient copies for each Lender except for the Notes: (i) this Amendment;This Agreement, duly executed by the Borrower. (ii) that certain Officer’s Closing Certificate, dated as The Notes made to the order of the date hereofrespective Lenders, made duly executed by Xxxxxxx in favor of Agent;the Borrower. (iii) a The Collateral Agency Agreement, duly executed by the Borrower and by Chemical as the Collateral Agent and Administrative Agent. (iv) The PSNH Mortgage Amendment, duly executed by the Borrower and the Collateral Agent, together with: (A) acknowledgment copy of Financing Statements (Form UCC-3) dated on or before the Closing Date duly executed by Bankers Trust Company and indicating the assignment effected by the PSNH Mortgage Assignment, and (B) oral confirmation from Sulloway & Hollis of each completion xx xxl recordings and filings of the Security Documents and all other actions, as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect (or continue the perfection of) the Liens created by the Security Documents. (v) The PSNH Mortgage Assignment, duly executed by the Borrower, Bankers Trust Company and the Collateral Agent. (vi) A certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify Borrower certifying (iA) that attached thereto are true and correct copies of resolutions in form and substance reasonably satisfactory to Agent, (1) the Articles of Incorporation of the board of directors (or other equivalent governing bodyBorrower, member or partner) of such Borrower authorizing the execution, delivery and performance of this Amendment and any Other Document related all amendments thereto, (ii) the incumbency and signature of the officers of such Borrower authorized to execute this Amendment and such Other Documents, (iii) copies of the Organizational Documents of such Borrower as in effect on such date, complete (2) the By-laws of the Borrower, as in effect on such date and (3) resolutions of the Executive Committee of the Board of Directors of the Borrower approving this Agreement, the other Loan Documents and the other documents to be delivered by the Borrower hereunder and thereunder, and of all documents evidencing other necessary corporate action, if any, with respect to the execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents, (B) that such resolutions have not been modified, revoked or rescinded and are in full force and effect on such date and (C) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other Loan Documents and the other documents to be delivered hereunder and thereunder. (vii) Financial projections (contained in the Information Memorandum), on assumptions acceptable to the Banks, demonstrating projected compliance with Section 7.01(j) hereof and the terms of this Agreement and the Other Loan Documents. (viii) An audited balance sheet of the Borrower as at December 31, 1995 and the related statements of the Borrower's results of operations, changes in retained earnings and cash flows as of and for the year then ended, together with copies of all amendments theretoCurrent Reports on Form 8-K, certifiedif any, filed by the Borrower with the Securities and Exchange Commission since December 31, 1995. (ix) A certificate of a duly authorized officer of the Borrower certifying that attached thereto are true and correct copies of all Governmental Approvals referred to in clause (i) of the definition of "Governmental Approval" required to be obtained or made by the Borrower in connection with the execution and delivery of this Agreement or any Loan Document. (x) A certificate of a duly authorized officer of the Borrower to the effect that there is no pending or known threatened action or proceeding (including, without limitation, any action or proceeding relating to any environmental protection laws or regulations) affecting the Borrower or its properties before any court, governmental agency or arbitrator (A) which affects or purports to affect the legality, validity or enforceability of the Loan Documents or any of them or (B) as to which there is a reasonable possibility of an adverse determination and which, if adversely determined, would materially adversely affect the financial condition, properties, prospects or operations of the Borrower; except, for purposes of clause (B) only, such as is described in the Disclosure Documents. (xi) A certificate signed by the Treasurer or Assistant Treasurer of the Borrower, certifying as to the absence of any material adverse change in the financial condition, operations, properties or prospects of the Borrower since December 31, 1995 except as disclosed in the Disclosure Documents. (xii) A certificate signed by the Chief Financial Officer, Treasurer or Assistant Treasurer of NU, certifying as to the absence of any material adverse change in the financial condition, operations, properties or prospects of NU since December 31, 1995 except as disclosed in the disclosure documents referred to in such certificate. (xiii) A certificate of a duly authorized officer of the Borrower stating that (i) the representations and warranties contained in Section 6.01 are correct, in all material respects, on and as of the case of any Certificate of Formation, Certificate of Incorporation or related document, by the Secretary of State or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement Closing Date before and Limited Consent of formation not more than thirty (30) days prior after giving effect to the Advances to be made on such date hereof and the application of the proceeds thereof, and (ivii) the good standing (no event has occurred and is continuing which constitutes an Event of Default or equivalent status) of Unmatured Default, or would result from such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) (initial Advances or the equivalent application of the proceeds thereof issued by any applicable jurisdictionand (xiv) dated not more than thirty Favorable opinions of: (30A) days prior Jeffrey C. Miller, Assistant Generax Xxxxxxx xx XXXXO, in substantially the form of Exhibit 5.01A and as to such other matters as the date hereofMajority Lenders, issued by through the Secretary of State or other appropriate official of such jurisdictionAdministrative Agent, may reasonably request; (ivB) executed legal opinions Robert A. Bersak, Assistant General Xxxxxxx xx xxx Borrower, in substantially the form of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP Exhibit 5.01B and Xxxxxx Xxxxxxx LLPas to such other matters as the Majority Lenders, which shall cover such matters incident to through the transactions contemplated by this Amendment and related agreements as Agent Administrative Agent, may reasonably requirerequest; (C) Sulloway & Hollis, special New Hampshire counsxx xx the Borrower, in substantially the form of Exhibit 5.01C and as to such other matters as the Majority Lenders, through the Administrative Agent, may reasonably request; (D) Drummond Woodsum & MacMahon, speciax Xxxxx cxxxxxx to xxx Borrower, in substantially the form of Exhibit 5.01D and as to such other matters as the Majority Lenders, through the Administrative Agent, may reasonably request; (E) Zuccaro, Willis & Bent, special Verxxxx xxxxxxx xx the Borrower, in substantially the form of Exhibit 5.01E and as to such other matters as the Majority Lenders, through the Administrative Agent, may reasonably request; and (vF) all King & Spalding, counsel to the Administrative Agent, in substantially the form of Exhibit 5.01F, and as to such other documents and information matters as shall be the Majority Lenders, through the Administrative Agent, may reasonably requested by Agent or any Lender;request. (b) All fees and other amounts payable pursuant to Section 2.02 hereof or pursuant to the Fee Letter shall have been paid (to the extent then due and payable). (c) All principal of and interest arising under, and all other amounts payable in connection with the Existing Revolving Credit Agreement and the notes issued thereunder shall have been paid in full (whether from the proceeds hereof or otherwise). (d) The Administrative Agent shall have received updated lien searches on each Borrowersuch other approvals, opinions and documents as the results of which shall be satisfactory Majority Lenders, through the Administrative Agent, may reasonably request as to the Agent and the Required Lenders and shall reveal no liens other than Permitted Encumbrances; (c) The representations and warranties made by legality, validity, binding effect or enforceability of the Loan Parties contained herein and in Documents or the Credit Agreementfinancial condition, as amended herebyproperties, and the Other Documents, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as operations or prospects of the date hereof, as if those representations and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other date; (d) No Default or Event of Default shall exist under the Credit Agreement or any of the Other Documents, and no Default or Event of Default will result under the Credit Agreement or any Other Documents from the execution, delivery or performance of this Amendment; and (e) Agent shall have received payment of all fees and expenses incurred by Agent and the Required Lenders in connection with the Credit Agreement, the Other Documents and this AmendmentBorrower.

Conditions Precedent to Effectiveness. The effectiveness of this Amendment is Agreement shall be subject to the satisfaction of the following conditions precedent, unless specifically waived in writing by Agent (the date on which the conditions have been satisfied or waived in writing by Agent, the “Effective Date”):: (a) Agent shall have received a duly executed version The Administrative Agent’s receipt of the following documentsfollowing, in each caseof which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, in form and substance satisfactory to Agent: (i) this Amendment; (ii) that certain Officer’s Closing Certificate, dated as each properly executed by a Responsible Officer of the date hereofsigning Loan Party, made by Xxxxxxx in favor of Agent; (iii) a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify (i) copies of resolutions in form and substance reasonably satisfactory to Agent, of the board of directors Administrative Agent and its legal counsel: (or other equivalent governing body, member or partneri) of such Borrower authorizing the execution, delivery and performance executed counterparts of this Amendment and any Other Document related thereto, Agreement; (ii) an opinion of each of (A) Weil, Gotshal & Xxxxxx LLP, special counsel to the Loan Parties, (B) Xxxxxxx Xxxxxxxx Xxxxxx, Bermuda counsel to the Loan Parties, (C) Xxxxxxxx Xxxxx & Calabria, Puerto Rican counsel to the Loan Parties and (D) Xxxxxxxx Xxxxxx XXX, Xxxxxxxxxx counsel to the Lenders, each addressed to each Agent and each Lender and each in form and substance reasonably satisfactory to the Administrative Agent; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Borrower is duly organized or formed, validly existing, in good standing and qualified to engage in business in its jurisdiction of organization; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and signature capacity of the officers each Responsible Officer of such Borrower authorized to execute act as a Responsible Officer in connection with this Amendment Agreement and such Other Documents, (iii) copies of the Organizational other Loan Documents of to which such Borrower as in effect on such date, complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation or related document, by the Secretary of State or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement and Limited Consent of formation not more than thirty (30) days prior to the date hereof and (iv) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the date hereof, issued by the Secretary of State or other appropriate official of such jurisdiction; (iv) executed legal opinions of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP and Xxxxxx Xxxxxxx LLP, which shall cover such matters incident to the transactions contemplated by this Amendment and related agreements as Agent may reasonably requireis a party; and (v) certified copies of each of (A) the Senior Subordinated Notes Documents and (B) the Equity Contribution Agreement, each in form and substance reasonably satisfactory to the Administrative Agent and each duly executed by the parties thereto, together with all material agreements, instruments and other documents and information delivered therewith as the Administrative Agent shall reasonably request, which shall be reasonably requested by Agent or any Lender;in full force and effective in accordance with their respective terms. (b) The Administrative Agent shall have received updated lien searches on all documentation and other information with respect to each BorrowerBorrower required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the results of which shall be satisfactory to the Agent and the Required Lenders and shall reveal no liens other than Permitted Encumbrances; (c) The representations and warranties made by the Loan Parties contained herein and in the Credit Agreement, as amended hereby, and the Other Documents, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the date hereof, as if those representations and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other date; (d) No Default or Event of Default shall exist under the Credit Agreement or any of the Other Documents, and no Default or Event of Default will result under the Credit Agreement or any Other Documents from the execution, delivery or performance of this Amendment; and (e) Agent shall have received payment of all fees and expenses incurred by Agent and the Required Lenders in connection with the Credit Agreement, the Other Documents and this AmendmentPatriot Act.

Conditions Precedent to Effectiveness. The effectiveness of this Amendment is Agreement and the other Loan Documents (other than the Fee Letters) are subject to the satisfaction Administrative Agent's receipt of the following conditions precedentfollowing, unless specifically waived each in writing by form and substance satisfactory to the Administrative Agent (the date on which the day when all such conditions have been satisfied or waived in writing by Agent, is herein referred to as the “"Effective Date”"): (a) Agent shall have received a duly executed version of the following documents, in each case, in form and substance satisfactory to Agent: (i) this Amendment; This Agreement executed by each Ensco Borrower, each Bank, and the Administrative Agent, (ii) that certain Officer’s Closing Certificate, dated as the Notes (if any) payable to the order of the date hereofBanks, made respectively, executed by Xxxxxxx in favor of Agent; the respective Borrowers, and (iii) a certificate the Guaranty executed by the Parent, Global, EII, and EUI. (b) An opinion of Xxxxxx and Xxxxxx, Cayman Islands counsel for the Secretary or Assistant Secretary (or other equivalent officerEnsco Borrowers and Ensco Guarantors, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify (i) copies of resolutions in form and substance reasonably satisfactory to the Administrative Agent. (c) An opinion of Xxxxx & XxXxxxxx, LLP, counsel for the Ensco Borrowers and Ensco Guarantors, in form and substance reasonably satisfactory to the Administrative Agent. (d) Certified copies of all governmental approvals, if any, necessary for each Ensco Borrower and Ensco Guarantor to enter into the Loan Documents to which it is party and perform its obligations thereunder. (e) A certificate of the board Secretary or an Assistant Secretary of directors each Ensco Borrower and Ensco Guarantor certifying (or other equivalent governing body, member or partneri) the resolutions of the Board of Directors of such Borrower authorizing Loan Party approving this Agreement, the executionother Loan Documents, delivery and performance of this Amendment and the transactions contemplated hereby, in each case evidencing any Other Document related theretonecessary company action, (ii) the incumbency name and true signature of the officers an agent or agents of such Borrower Loan Party authorized to execute this Amendment sign each Loan Document to which such Loan Party is a party and the other documents to be delivered hereunder, and (iii) attached true and correct copies of the Bylaws and Articles of Incorporation (or corresponding organizational documents) of such Other DocumentsLoan Party. (f) A certificate of the chief executive officer or the chief financial officer of the Parent certifying that (i) insurance complying with Section 5.01(d) is in full force and effect, (ii) no Material Adverse Change has occurred since December 31, 2010, (iii) copies no Default or Event of the Organizational Documents of such Borrower as in effect on such dateDefault exists, complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation or related document, by the Secretary of State or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement and Limited Consent of formation not more than thirty (30) days prior to the date hereof and (iv) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the date hereof, issued by the Secretary of State or other appropriate official of such jurisdiction; (iv) executed legal opinions of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP and Xxxxxx Xxxxxxx LLP, which shall cover such matters incident to the transactions contemplated by this Amendment and related agreements as Agent may reasonably require; and (v) all other documents and information as shall be reasonably requested by Agent or any Lender; (b) Agent shall have received updated lien searches on each Borrower, the results of which shall be satisfactory to the Agent and the Required Lenders and shall reveal no liens other than Permitted Encumbrances; (c) The representations and warranties made by the Loan Parties contained herein Ensco Borrowers and Ensco Guarantors in the Credit Agreement, as amended hereby, and the Other Documents, shall be true and Section 4.01 are correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof, as if those representations and warranties were made for of the first time on such date, except for Effective Date (other than those representations and warranties that are specifically made as of another date expressly relate solely to a specific earlier date, which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other earlier date;), and (v) the annual audited financials for the fiscal year ended December 31, 2010 and the quarterly unaudited financials for the fiscal quarter ended March 31, 2011, in each case delivered to the Administrative Agent prior to the Effective Date, are true and correct copies of such financials, fairly present the financial condition of the Parent as of such dates, and were, to the best of such officer's knowledge, prepared in conformity with GAAP. (dg) No Default Certificates of existence, good standing and qualification from appropriate state officials with respect to EII and EUI, such corresponding certificates or Event of Default shall exist under other documents from Cayman Islands officials or agencies as the Credit Agreement or any of the Other DocumentsAdministrative Agent reasonably requests with respect to EOIC and Global, and no Default such corresponding certificates or Event of Default will result under other documents from English officials or agencies as the Credit Agreement or any Other Documents from Administrative Agent reasonably requests with respect to the execution, delivery or performance of this Amendment; andParent and EUL. (eh) Agent shall have received Evidence of payment by the Ensco Borrowers of all fees and disbursements required to be paid by the Ensco Borrowers on the Effective Date, including the fees and expenses incurred by Agent of counsel to the Administrative Agent, the Banks, the Syndication Agent, and the Required Lenders Joint Lead Arrangers. (i) Evidence of appointment by each of the Parent, EUL, Global, and EOIC of the Process Agent as its domestic process agent in connection accordance with Section 8.14. (j) Evidence that the Third Amended and Restated Credit AgreementAgreement shall have become effective. (k) Such other documents, governmental certificates, conditions, agreements and lien searches as the Other Documents and this AmendmentAdministrative Agent may reasonably request.

Conditions Precedent to Effectiveness. The effectiveness For this Agreement to become effective on the Closing Date, all obligations of this Amendment is subject the Borrower and L/C Account Parties hereunder incurred at or prior to such date (including, without limitation, the Borrower’s obligations to reimburse the actual and reasonable fees and ex-penses of counsel to the satisfaction of Domestic Agent and any fees and expenses payable to the following conditions precedentArrangers, unless specifically waived in writing by the Domestic Agent (and the date on which the conditions Lenders as previously agreed with Interface), shall have been satisfied or waived paid in writing by full, and the Domestic Agent shall have received the following, all in form and substance reasonably satisfactory in all respects to the Domestic Agent, the “Effective Date”):: (a) the duly executed counterparts of this Agreement; (b) the duly completed Notes; (c) the duly executed (i) Second Global Amendment and Master Acknowledgement Agreement, the duly executed Indemnity Agreement, and all other Security Documents or amendments thereto as the Collateral Agent or the Domestic Agent shall have received a duly executed version require and (ii) documents, instruments, or agreements effecting the termination and release of certain Liens of the following documentsCollateral Agent in and to the assets of the Foreign Subsidiaries, in each case, in form and substance reasonably satisfactory to Agent: (i) this Amendmentthe Collateral Agent or the Domestic Agent as applicable; (iid) that certain Officer’s Closing Certificate, dated as certificate of the date hereof, made by Xxxxxxx Borrower in favor substantially the form of AgentExhibit E attached hereto and appropriately completed; (iiie) a certificate certificates of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify Credit Parties attaching and certifying copies of the resolutions of the boards of directors of the Credit Parties, authorizing as applicable (i) copies of resolutions in form and substance reasonably satisfactory to Agent, of the board of directors (or other equivalent governing body, member or partner) of such Borrower authorizing the execution, delivery and performance of this Amendment the Credit Documents, and any Other Document related thereto, (ii) the incumbency granting of the security interest pursuant to the Security Documents; (f) certificates of the Secretary or an Assistant Secretary of each of the Credit Parties certifying (i) the name, title and true signature of the officers each officer of such Borrower authorized to execute this Amendment and such Other entities executing the Credit Documents, and (iiiii) the bylaws or comparable governing documents of such entities; (g) certified copies of the Organizational Documents certificate or articles of such Borrower incorporation of each Credit Party, together with certificates of good standing or existence, as in effect on such date, complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation or related document, by may be available from the Secretary of State of the jurisdiction of incorporation or other appropriate official organization of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement and Limited Consent of formation not more than thirty (30) days prior to the date hereof and (iv) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the date hereof, issued by the Secretary of State or other appropriate official of such jurisdictionParty; (ivh) copies of all documents and instruments, including all consents, authorizations and filings, required or advisable under any Requirement of Law or by any material Contractual Obligation of the Credit Parties, in connection with the execution, delivery, performance, validity and enforceability of the Credit Documents and the other documents to be executed legal and delivered hereunder, and such consents, authorizations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired; (i) [Intentionally Omitted]; (j) certified copies of indentures, credit agreements, instruments, and other documents evidencing or securing Indebtedness of any Domestic Consolidated Company described on Schedule 6.18, in any single case in an amount not less than $5,000,000; (k) a summary, set forth in format and detail acceptable to the Domestic Agent, of the types and amounts of insurance (property and liability) maintained by the Domestic Consolidated Companies, together with the statements from each of the Credit Parties’ insurance companies required by Section 6.09, acknowledging in favor of Wachovia, as the Collateral Agent, the continued effectiveness of the insurance clauses required by such Section 6.09 and Section 7(b) of the Mortgages pertaining to the loss payable endorsements and its rights as loss payee, assignee and additional insured described therein; (l) the favorable opinions of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP and Kxxxxxxxxx Xxxxxxxx XXX, Xxxxxx Xxxxxxx LLP, which shall cover such matters incident Xxxxxx counsel to the transactions contemplated by this Amendment Credit Parties, substantially in the form of Exhibit F-1, addressed to the Domestic Agent and related agreements each of the Lenders, and covering such other matters as Domestic Agent or any Lender may reasonably request; (m) a duly completed certificate of the president, chief financial officer or principal accounting officer of Interface as described in Section 7.07(c) given with respect to the financial statements of Interface and the Consolidated Companies for the fiscal year ended December 29, 2005; (n) a completed Domestic Borrowing Base Certificate as of June 25, 2006, and dated as of the Closing Date, demonstrating to the satisfaction of the Domestic Agent Excess Availability of not less than $50,000,000 (after giving effect to all Loans made or deemed made, and Letters of Credit issued or deemed issued, on the Closing Date); (o) [Intentionally Omitted]; (p) to the extent not otherwise previously provided in connection with the Existing Credit Agreement, duly executed Control Agreements to the extent required in Section 7.16; (q) all field exams, appraisals of inventory and equipment, third-party consultants’ reports, lien search results, third-party consents, and all other due diligence and collateral-related items which the Domestic Agent in its reasonable credit judgment may require; and (vr) the 2006 Initial Assignment and Assumption Agreement shall have been executed and delivered by each of the Domestic Agent, Interface, the Lenders, and the Existing Lenders, providing for the assignment and assumption of the various commitments of, and outstanding principal balances owing to, the lenders under the Existing Agreement to the Lenders. In addition to the foregoing, the following conditions shall have been satisfied or shall have existed, all other documents to the satisfaction of the Domestic Agent, as of the time this Agreement becomes effective: (s) the Loans to be made on the Closing Date and information as the use of proceeds thereof shall be reasonably requested by not have contravened, violated or conflicted with, or involved the Domestic Agent or any LenderLender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other governmental authority; and (t) all corporate proceedings and all other legal matters in connection with the authorization, legality, validity and enforceability of the Credit Documents shall have been reasonably satisfactory in form and substance to the Required Lenders; (bu) Agent since the date of the most recent financial statements of the Consolidated Companies described in Section 6.14(i), there shall have received updated lien searches on each Borrowerbeen no changes in the business, the results of operations, financial condition, assets or prospects of any of (i) the Consolidated Companies which shall have had or could reasonably be satisfactory expected to have, singly or in the aggregate, a Materially Ad-verse Effect (whether or not any notice with respect to such change has been furnished to the Agent and the Required Lenders and shall reveal no liens other than Permitted Encumbrances; pursuant to Section 7.07) or (cii) The representations and warranties made by the Loan Parties contained herein and any Major Division which have had or could reasonably be expected to have, singly or in the Credit Agreementaggregate, as amended herebyany (A) materially adverse change in (1) the business, and the Other Documentsresults of operations, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the date hereoffinancial condition, as if those representations and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as assets or prospects of such other date; Major Division, or (d2) No Default or Event the ability of Default shall exist under the Credit Agreement such Major Division (or any of the Other Documents, and no Default or Event of Default will result Persons in such Major Division) to perform their respective obligations under the Credit Agreement Documents, or (B) materially adverse effect on the rights and remedies of the Domestic Agent, the Collateral Agent and the Lenders under the Credit Documents. (v) there shall be no actions or proceedings instituted or pending before any court or other governmental authority or, to the knowledge of Borrower or any Other Documents from other Credit Party, threatened which reasonably could be expected to have, singly or in the executionaggregate, a Materially Adverse Effect; (w) all payments required to be made pursuant to Section 4.05 shall have been paid in full (or arrangements satisfactory to the Domestic Agent for the payment of such amounts with the proceeds of Domestic Revolving Loans shall have been made); (x) [Intentionally Omitted]; (y) the Collateral Agent shall have a first-priority perfected security interest in all Domestic Accounts and in all other of the Credit Parties’ assets which, pursuant to the terms of the Security Documents, are contemplated to be Collateral (but not including any Real Property to the extent a Mortgage respecting such Real Property is not required under Section 7.13(b)), subject only to those Liens permitted in the Credit Documents; (z) the Collateral Agent shall have confirmed that the Credit Parties shall have delivered to the Collateral Agent all Collateral which may be perfected by possession, to the extent such delivery or performance of this Amendmentis required pursuant to the Security Documents; and (eaa) the Domestic Agent shall have received payment of all fees and expenses incurred be satisfied that, to the extent that any notice is required by Agent and any intercreditor agreement with respect to the Required Lenders in connection with the Credit AgreementSenior Subordinated Notes Indenture, the Other Documents Existing Senior Notes Indenture, or the Additional Senior Notes Indenture, or the Domestic Agent determines that any such notice is desirable, such notice has been given in from and this Amendmentsubstance satisfactory to the Domestic Agent.

Conditions Precedent to Effectiveness. (a) The effectiveness of this Amendment Agreement is subject to the satisfaction of the following conditions precedent, unless specifically waived in writing by Agent conditions: (the date on which the conditions have been satisfied or waived in writing by Agenti) This Agreement, the “Effective Date”): (a) Agent Administrative Services Agreement and the Custodian Agreement shall have received a duly executed version of the following documents, be in each case, full force and effect and shall be in form and substance satisfactory to Agent: (i) this Amendment;the Insurer and an executed counterpart of each such agreement shall have been delivered to the Insurer, (ii) that certain Officer’s Closing Certificate, dated as of The Insurer and the date hereof, made by Xxxxxxx in favor of Agent; Fund shall have received (iii1) a certificate of the Secretary or Assistant Secretary (or other equivalent officerof Pilgrim, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify (i) copies of resolutions in form and substance reasonably satisfactory Effective Date, as to Agent, of the board of directors (or other equivalent governing body, member or partner) of such Borrower authorizing the execution, delivery and performance of this Amendment and any Other Document related thereto, (ii) the incumbency and signature of the officers or other employees of Pilgrim authorized to sign this Agreement and the Administrative Services Agreement on behalf of Pilgrim, together with evidence of the incumbency of such Borrower Secretary or Assistant Secretary, certified by the Secretary or Assistant Secretary of Pilgrim, and (2) a certificate of the Secretary or Assistant Secretary of Aeltus, dated as of the Effective Date, as to the incumbency and signature of the officers or other employees of Aeltus authorized to execute sign this Amendment and Agreement on behalf of Aeltus, together with evidence of the incumbency of such Other DocumentsSecretary or Assistant Secretary, certified by the Secretary or Assistant Secretary of Aeltus; (iii) copies The Insurer, Pilgrim and Aeltus shall have received a certificate of the Organizational Documents Secretary or Assistant Secretary of the Fund, dated as of the Effective Date, as to the incumbency and signature of the officers or other employees of the Fund authorized to sign this Agreement, the Administrative Services Agreement and the Custodian Agreement on behalf of the Fund, together with evidence of the incumbency of such Borrower as in effect on such dateSecretary or Assistant Secretary, complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation or related document, certified by the Secretary of State or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement and Limited Consent of formation not more than thirty (30) days prior to the date hereof and (iv) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the date hereof, issued by the Assistant Secretary of State or other appropriate official of such jurisdictionthe Fund; (iv) Pilgrim, Aeltus and the Fund shall have received a certificate of the Secretary or Assistant Secretary of the Insurer, dated as of the Effective Date, as to the incumbency and signature of the officers or other employees of the Insurer authorized to sign this Agreement on behalf of the Insurer, together with evidence of the incumbency of such Secretary or Assistant Secretary, certified by the Secretary or Assistant Secretary of the Insurer; (v) The Insurer shall have received (1) a certificate of the Secretary or Assistant Secretary of Pilgrim, dated as of the Effective Date, certifying that attached thereto are true, complete and correct copies of the resolutions duly adopted by the Board of Directors of Pilgrim authorizing the execution of this Agreement and all other Transaction Documents entered into on or prior to the Effective Date to which Pilgrim is a party, and (2) a certificate of the Secretary or Assistant Secretary of Aeltus, dated as of the Effective Date, certifying that attached thereto are true, complete and correct copies of the resolutions duly adopted by the Board of Directors of Aeltus authorizing the execution of this Agreement and all other Transaction Documents entered into on or prior to the Effective Date to which Aeltus is a party; (vi) The Insurer shall have received certificates of the Secretary or Assistant Secretary of the Fund, dated as of the Effective Date, certifying that attached thereto are true, complete and correct copies of resolutions duly adopted by the Board of Trustees of the Fund authorizing the execution of this Agreement and all Transaction Documents entered into on or prior to the Effective Date to which it is a party and of the Declaration of Trust; (vii) Each party to this Agreement shall have received the following executed legal opinions opinions, in form and substance satisfactory to each of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP and Xxxxxx Xxxxxxx LLPthe parties hereto, which shall cover such matters incident dated the Effective Date: (A) the opinion of Dechert, as counsel to Pilgrim, substantially to the transactions contemplated by this Amendment effect set forth in Exhibit I-1; (B) the opinion of Michael J. Gioffre, Esq., as counsel to Aeltus, substanxxxxxx xx xxx xxxxct set forth in Exhibit I-2; (C) the opinion of an Associate General Counsel and related agreements as Agent may reasonably requireVice President of the Insurer, substantially to the effect set forth in Exhibit J; and (vD) all other documents and information the opinion of Dechert, as shall be reasonably requested by Agent or any Lendercounsel to the Fund, substantially to the effect set forth in Exhibit K; (bviii) Agent The Insurer shall have received updated lien searches on each Borrowera copy of the Declaration of Trust, certified by the results Secretary of which shall be satisfactory to the Agent and the Required Lenders and shall reveal no liens other than Permitted EncumbrancesThe Commonwealth of Massachusetts; (cix) The representations and warranties made by Insurer shall have received the Loan Parties contained herein and in the Credit Agreement, as amended hereby, and the Other Documents, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) Fourth Amendment to Financial Guaranty Agreement dated as of the date hereofEffective Date, as if those representations substantially in the form of Exhibit R hereto, duly executed by Aeltus and warranties were made for the first time on such dateAetna Series Fund, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other date; (d) No Default or Event of Default shall exist under the Credit Agreement or any of the Other Documents, and no Default or Event of Default will result under the Credit Agreement or any Other Documents from the execution, delivery or performance of this AmendmentInc.; and (e) Agent shall have received payment of all fees and expenses incurred by Agent and the Required Lenders in connection with the Credit Agreement, the Other Documents and this Amendment.

Conditions Precedent to Effectiveness. (a) The effectiveness of this Amendment the Agreement is subject to the prior or concurrent satisfaction of the following conditions precedentand the Administrative Agent shall receive for the account of each Lender party to the Agreement the following, each, unless specifically waived in writing by Agent (otherwise noted, dated the date on which the conditions have been satisfied or waived in writing by Agent, the “Effective Date”):, and in form and substance satisfactory to the Administrative Agent and the Arranger: (ai) Agent shall have received a duly executed version Copies of resolutions of the following documentsBoard of Directors of the Borrower (or its Executive Committee, together with evidence of the authority of the Executive Committee) approving this Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, certified as of a recent date prior to the Effective Date; (ii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by the Borrower hereunder; (iii) Certified copies of the Borrower's Certificate of Incorporation, together with good standing certificates from the state of Delaware and the State of Minnesota, each to be dated a recent date prior to the Effective Date; (iv) Copies of the Borrower's Bylaws, certified as of the Effective Date by their respective Secretary or an Assistant Secretary; (v) Executed originals of this Agreement and the other documents to be delivered by the Borrower hereunder; (vi) A favorable opinion of Xxxxxx X. Xxxxxxxxx, Senior Vice President and General Counsel to the Borrower, substantially in each casethe form of Exhibit F hereto; (vii) A favorable opinion of O'Melveny & Xxxxx LLP, counsel for the Agents, substantially in the form of Exhibit G hereto; (viii) A certificate of an authorized officer of the Borrower to the effect that since October 28, 2000, there has been no material adverse change in the business, condition (financial or otherwise), results of operations or prospects of the Borrower and its Subsidiaries, taken as a whole; (ix) A certificate of an authorized officer of the Borrower, in form and substance satisfactory to the Administrative Agent: , to the effect that (i) the representations and warranties in Section 4.01 are correct on and as of the Effective Date, to the same extent as though made on and as of the Effective Date, except to the extent that any such representation or warranty expressly relates only to an earlier date, in which case they were correct as of such earlier date; (b) such Borrower has performed in all material respects all agreements and satisfied all conditions which this AmendmentAgreement provides shall be performed and satisfied by it on or before the Effective Date; and (c) no event has occurred and is continuing, or would result from the Borrowings made on and as of the Effective Date or from the application of the proceeds from such Borrowings, which constitutes an Event of Default or a Potential Event of Default; (iix) that certain Officer’s Closing CertificatePayment of up front fees to the Lenders, dated as of agreed by and among the date hereofArranger, made by Xxxxxxx in favor of AgentLenders and the Borrower; (iiixi) a certificate Evidence of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify (i) copies the contemporaneous repayment of resolutions in form and substance reasonably satisfactory to Agent, any indebtedness of the board of directors Borrower under the Existing Credit Agreement (or other equivalent governing body, member or partner) of such Borrower authorizing the execution, delivery including borrowings and performance of this Amendment and any Other Document related theretoaccrued interest), (ii) the incumbency contemporaneous payment of fees payable, if any, by the Borrower under the Existing Credit Agreement and signature of the officers of such Borrower authorized to execute this Amendment and such Other Documents, (iii) copies the contemporaneous termination of the Organizational Documents of such Borrower as in effect on such date, complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation or related document, by the Secretary of State or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Existing Credit Agreement and Limited Consent of formation not more than thirty (30) days prior to on the date hereof and (iv) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the date hereof, issued by the Secretary of State or other appropriate official of such jurisdiction; (iv) executed legal opinions of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP and Xxxxxx Xxxxxxx LLP, which shall cover such matters incident to the transactions contemplated by this Amendment and related agreements as Agent may reasonably require; and (v) all other documents and information as shall be reasonably requested by Agent or any Lender;Effective Date. (b) The Administrative Agent shall have received updated lien searches on each Borrowersuch other approvals, opinions or documents as the results of Requisite Lenders through the Administrative Agent may reasonably request (which request shall be satisfactory made in sufficient time to allow the Agent and the Required Lenders and shall reveal no liens other than Permitted Encumbrances; (c) The representations and warranties made by the Loan Parties contained herein and in the Credit Agreement, as amended hereby, and the Other Documents, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the date hereof, as if those representations and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other date; (d) No Default or Event of Default shall exist under the Credit Agreement or any of the Other Documents, and no Default or Event of Default will result under the Credit Agreement or any Other Documents from the execution, delivery or performance of this Amendment; and (e) Agent shall have received payment of all fees and expenses incurred by Agent and the Required Lenders in connection with the Credit Agreement, the Other Documents and this AmendmentBorrower to comply therewith).

Conditions Precedent to Effectiveness. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent, unless specifically waived in writing by Agent (the date on which the conditions have been satisfied or waived in writing by Agent, the “Effective Date”): (a) Agent shall have received a duly executed version of the following documents, in each case, in form and substance satisfactory to Agent: (i) this Amendment; (ii) that certain Officer’s Closing Certificate, dated as of the date hereof, made by Xxxxxxx Innovex in favor of Agent; (iii) a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify (i) copies of resolutions in form and substance reasonably satisfactory to Agent, of the board of directors (or other equivalent governing body, member or partner) of such Borrower authorizing the execution, delivery and performance of this Amendment and any Other Document related thereto, (ii) the incumbency and signature of the officers of such Borrower authorized to execute this Amendment and such Other Documents, (iii) copies of the Organizational Documents of such Borrower as in effect on such date, complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation or related document, by the Secretary of State or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement and Limited Consent of formation not more than thirty (30) days prior to the date hereof and (iv) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the date hereof, issued by the Secretary of State or other appropriate official of such jurisdiction; (iv) executed legal opinions of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP and Xxxxxx Xxxxxxx LLP, which shall cover such matters incident to the transactions contemplated by this Amendment and related agreements as Agent may reasonably require; and (v) all other documents and information as shall be reasonably requested by Agent or any Lender; (b) Agent shall have received updated lien searches on each Borrower, the results of which shall be satisfactory to the Agent and the Required Lenders and shall reveal no liens other than Permitted Encumbrances; (c) The representations and warranties made by the Loan Parties contained herein and in the Credit Agreement, as amended hereby, and the Other Documents, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the date hereof, as if those representations and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other date; (d) No Default or Event of Default shall exist under the Credit Agreement or any of the Other Documents, and no Default or Event of Default will result under the Credit Agreement or any Other Documents from the execution, delivery or performance of this Amendment; and (e) Agent shall have received payment of all fees and expenses incurred by Agent and the Required Lenders in connection with the Credit Agreement, the Other Documents and this Amendment.

Conditions Precedent to Effectiveness. (a) The effectiveness of this Amendment Agreement is subject to the satisfaction of the following conditions: (i) Each Transaction Document (other than the Policy, the Prospectus and the Independent Verifier Agreement) shall be duly authorized, executed and delivered by each of the parties thereto and be in full force and effect and executed counterparts of each such Transaction Document shall have been delivered to the Insurer. (ii) The Insurer shall have received (A) a certificate of the Secretary or Assistant Secretary of the Adviser, dated as of the Effective Date, as to the incumbency and signature of the officers or other employees of the Adviser authorized to sign this Agreement on behalf of the Adviser and certifying that attached thereto are true, complete and correct copies of its constituent documents and resolutions duly adopted by the Adviser authorizing the execution and delivery of this Agreement, and (B) a good standing certificate from the Delaware Secretary of State regarding the Adviser. (iii) The Insurer shall have received (A) a certificate of the Secretary or Assistant Secretary of the Trust, dated as of the Effective Date, as to the incumbency and signature of the officers or other employees of the Trust authorized to sign this Agreement on behalf of the Trust, and certifying that attached thereto are true, complete and correct copies of its resolutions duly adopted by the Board of Trustees of the Trust authorizing the execution and delivery of this Agreement, and (B) a copy of the Declaration of Trust certified as of a recent date by the Secretary of the Commonwealth of Massachusetts. (iv) The Adviser and the Fund shall have received a certificate of the Secretary or Assistant Secretary of the Insurer, dated as of the Effective Date, as to the incumbency and signature of the officers or employees of the Insurer authorized to sign this Agreement on behalf of the Insurer. (v) The Insurer shall have received a certificate of the Secretary or Assistant Secretary of the Trust, dated as of the Effective Date, certifying that (A) amendments to the Trust's registration statement on Form N-1A with respect to each Class of Shares of the Fund (1) have been prepared by the Trust in conformity with the requirements of the Acts and the rules and regulations of the Commission thereunder, and (2) have been filed with the Commission under the Acts, (B) the most recent such amendment has become effective or has been declared effective by the Commission, (C) true and complete copies of such registration statement as amended with respect to the Fund to the Effective Date are attached thereto (the "Registration Statement"), excluding any exhibits thereto, (D) the Commission has not issued any order preventing or suspending the use of any preliminary prospectus relating to any Class of Shares and the Trust has not received any notice from the Commission pursuant to Section 8(e) of the Investment Company Act with respect to the Registration Statement, and (E) the Registration Statement and the Prospectus with respect to each Class of Shares of the Fund do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (vi) The Insurer shall have received the following legal opinions, in form and substance satisfactory to the Insurer, dated the Effective Date: (A) the opinion of Xxxxxxx XxXxxxxxx LLP, counsel to the Fund; and (B) the opinion of Xxxxxxxxx X. Xxxxx, the General Counsel of the Adviser. (vii) The Adviser shall have received the following legal opinions, in form and substance satisfactory to the Adviser, dated the Effective Date: (A) the opinion of Xxxxxxx XxXxxxxxx LLP, counsel to the Fund, and (B) the opinion of Xxxxx Xxxxx, Managing Director and General Counsel of the Insurer. (viii) The Fund shall have received the following legal opinions, in form and substance satisfactory to the Adviser, dated the Effective Date: (A) the opinion of Xxxxx Xxxxx, Managing Director and General Counsel of the Insurer, and (B) the opinion of Xxxxxxxxx X. Xxxxx, the General Counsel of the Adviser. (ix) All proceedings, documents, instruments and other legal matters in connection with the transactions contemplated by this Agreement and the other Transaction Documents shall be satisfactory in form and substance to the Insurer, and the Insurer shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request. (b) The obligation of the Insurer to issue the Policy is subject to the satisfaction of the following conditions precedent, unless specifically waived in writing by Agent (on the date on which the conditions have been satisfied or waived in writing by Agent, the “Effective Inception Date”): (a) Agent shall have received a duly executed version of the following documents, in each case, in form and substance satisfactory to Agent: (i) this Amendment; (ii) that certain Officer’s Closing Certificate, dated as Each of the date hereof, made by Xxxxxxx in favor of Agent; (iii) a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify (i) copies of resolutions in form and substance reasonably satisfactory to Agent, of the board of directors (or other equivalent governing body, member or partner) of such Borrower authorizing the execution, delivery and performance of this Amendment and any Other Document related thereto, (ii) the incumbency and signature of the officers of such Borrower authorized to execute this Amendment and such Other Documents, (iii) copies of the Organizational Documents of such Borrower as in effect on such date, complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation or related document, by the Secretary of State or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement and Limited Consent of formation not more than thirty (30) days prior to the date hereof and (iv) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the date hereof, issued by the Secretary of State or other appropriate official of such jurisdiction; (iv) executed legal opinions of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP and Xxxxxx Xxxxxxx LLP, which shall cover such matters incident to the transactions contemplated by this Amendment and related agreements as Agent may reasonably require; and (v) all other documents and information as shall be reasonably requested by Agent or any Lender; (b) Agent shall have received updated lien searches on each Borrower, the results of which shall be satisfactory to the Agent and the Required Lenders and shall reveal no liens other than Permitted Encumbrances; (c) The representations and warranties made by the Loan Parties contained herein and in the Credit Agreement, as amended hereby, Adviser and the Other Documents, Fund in this Agreement shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of such date, and the date hereof, Insurer shall have received a certification from each of the Adviser and the Fund to such effect as if those to the representations and warranties were made for by it. (ii) No Trigger Event shall have occurred. (iii) No statute, rule, regulation or order shall have been enacted, entered or deemed applicable by any Government Authority which would make the first time on such datetransactions contemplated by any of the Transaction Documents illegal or otherwise prevent the consummation thereof. (iv) No suit, except for those representations and warranties that are specifically made as of another date which action or other proceeding, investigation, or injunction or final judgment relating thereto, shall be true pending or threatened before any court or governmental agency in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with any of the Transaction Documents. (v) There shall not have been an Adverse Effect with respect to the Adviser or the Fund since the date of this Agreement. (vi) The Adviser shall have (a) retained an Independent Verifier as contemplated by Section 10.01, (b) prepared a form of Independent Verification Report covering such matters as the Adviser and correct in all material respects the Insurer have agreed as contemplated by Section 10.02, (without duplication c) delivered to the Insurer a fully executed copy of any materiality qualifier contained therein) as of such other date; the Independent Verifer Agreement and (d) No Default or Event delivered to the Insurer a certificate of Default shall exist under the Credit Agreement or any an officer of the Other DocumentsAdviser attesting to the due authorization, execution and delivery of the Independent Verifier Agreement by the Adviser. (vii) On the Inception Date, the Guarantee Amount shall not exceed the sum of (i) $1,500,000,000, and no Default or Event (ii) the aggregate dollar amount of Default will result under the Credit Agreement or any Other Documents exchanges from the executionXxxxx Xxxxxx Capital Preservation Fund to the Fund (such sum, delivery or performance of this Amendment; and (e) Agent the "Agreed Amount"). If, during the Offering Period, the Fund expects to receive subscriptions for its Shares which could result in such Guarantee Amount exceeding the Agreed Amount, then the Fund shall have received payment of all fees and expenses incurred by Agent and the Required Lenders in connection consult with the Credit AgreementInsurer. If the Insurer agrees to increase such Agreed Amount in its sole discretion, the Other Documents and this AmendmentAgreement will be amended accordingly.

Conditions Precedent to Effectiveness. (a) The effectiveness of this Amendment Agreement is subject to the satisfaction of the following conditions: (i) Each Transaction Document (other than the Policy, the Prospectus and the Independent Verifier Agreement) shall be duly authorized, executed and delivered by each of the parties thereto and be in full force and effect and executed counterparts of each such Transaction Document shall have been delivered to the Insurer. (ii) The Insurer shall have received (A) a certificate of the Secretary or Assistant Secretary of the Adviser, dated as of the Effective Date, as to the incumbency and signature of the officers or other employees of the Adviser authorized to sign this Agreement on behalf of the Adviser and certifying that attached thereto are true, complete and correct copies of its constituent documents and resolutions duly adopted by the Adviser authorizing the execution and delivery of this Agreement, and (B) a good standing certificate from the Delaware Secretary of State regarding the Adviser. (iii) The Insurer shall have received (A) a certificate of the Secretary or Assistant Secretary of the Trust, dated as of the Effective Date, as to the incumbency and signature of the officers or other employees of the Trust authorized to sign this Agreement on behalf of the Trust, and certifying that attached thereto are true, complete and correct copies of its resolutions duly adopted by the Board of Trustees of the Trust authorizing the execution and delivery of this Agreement, and (B) a copy of the Declaration of Trust certified as of a recent date by the Secretary of the Commonwealth of Massachusetts. (iv) The Adviser and the Fund shall have received a certificate of the Secretary or Assistant Secretary of the Insurer, dated as of the Effective Date, as to the incumbency and signature of the officers or employees of the Insurer authorized to sign this Agreement on behalf of the Insurer. (v) The Insurer shall have received a certificate of the Secretary or Assistant Secretary of the Trust, dated as of the Effective Date, certifying that (A) amendments to the Trust's registration statement on Form N-1A with respect to each Class of Shares of the Fund (1) have been prepared by the Trust in conformity with the requirements of the Acts and the rules and regulations of the Commission thereunder, and (2) have been filed with the Commission under the Acts, (B) the most recent such amendment has become effective or has been declared effective by the Commission, (C) true and complete copies of such registration statement as amended with respect to the Fund to the Effective Date are attached thereto (the "Registration Statement"), excluding any exhibits thereto, (D) the Commission has not issued any order preventing or suspending the use of any preliminary prospectus relating to any Class of Shares and the Trust has not received any notice from the Commission pursuant to Section 8(e) of the Investment Company Act with respect to the Registration Statement, and (E) the Registration Statement and the Prospectus with respect to each Class of Shares of the Fund do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (vi) The Insurer shall have received the following legal opinions, in form and substance satisfactory to the Insurer, dated the Effective Date: (A) the opinion of Xxxxxxx Xxxx LLP, counsel to the Fund; and (B) the opinion of Xxxxxxxxx X. Xxxxx, the General Counsel of the Adviser. (vii) The Adviser shall have received the following legal opinions, in form and substance satisfactory to the Adviser, dated the Effective Date: (A) the opinion of Xxxxxxx Xxxx LLP, counsel to the Fund, and (B) the opinion of Xxxxx Xxxxx, Managing Director and General Counsel of the Insurer. (viii) The Fund shall have received the following legal opinions, in form and substance satisfactory to the Adviser, dated the Effective Date: (A) the opinion of Xxxxx Xxxxx, Managing Director and General Counsel of the Insurer, and (B) the opinion of Xxxxxxxxx X. Xxxxx the General Counsel of the Adviser. (ix) All proceedings, documents, instruments and other legal matters in connection with the transactions contemplated by this Agreement and the other Transaction Documents shall be satisfactory in form and substance to the Insurer, and the Insurer shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request. (b) The obligation of the Insurer to issue the Policy is subject to the satisfaction of the following conditions precedent, unless specifically waived in writing by Agent (on the date on which the conditions have been satisfied or waived in writing by Agent, the “Effective Inception Date”): (a) Agent shall have received a duly executed version of the following documents, in each case, in form and substance satisfactory to Agent: (i) this Amendment; (ii) that certain Officer’s Closing Certificate, dated as Each of the date hereof, made by Xxxxxxx in favor of Agent; (iii) a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify (i) copies of resolutions in form and substance reasonably satisfactory to Agent, of the board of directors (or other equivalent governing body, member or partner) of such Borrower authorizing the execution, delivery and performance of this Amendment and any Other Document related thereto, (ii) the incumbency and signature of the officers of such Borrower authorized to execute this Amendment and such Other Documents, (iii) copies of the Organizational Documents of such Borrower as in effect on such date, complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation or related document, by the Secretary of State or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement and Limited Consent of formation not more than thirty (30) days prior to the date hereof and (iv) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the date hereof, issued by the Secretary of State or other appropriate official of such jurisdiction; (iv) executed legal opinions of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP and Xxxxxx Xxxxxxx LLP, which shall cover such matters incident to the transactions contemplated by this Amendment and related agreements as Agent may reasonably require; and (v) all other documents and information as shall be reasonably requested by Agent or any Lender; (b) Agent shall have received updated lien searches on each Borrower, the results of which shall be satisfactory to the Agent and the Required Lenders and shall reveal no liens other than Permitted Encumbrances; (c) The representations and warranties made by the Loan Parties contained herein and in the Credit Agreement, as amended hereby, Adviser and the Other Documents, Fund in this Agreement shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of such date, and the date hereof, Insurer shall have received a certification from each of the Adviser and the Fund to such effect as if those to the representations and warranties were made for by it. (ii) No Trigger Event shall have occurred. (iii) No statute, rule, regulation or order shall have been enacted, entered or deemed applicable by any Government Authority which would make the first time on such datetransactions contemplated by any of the Transaction Documents illegal or otherwise prevent the consummation thereof. (iv) No suit, except for those representations and warranties that are specifically made as of another date which action or other proceeding, investigation, or injunction or final judgment relating thereto, shall be true pending or threatened before any court or governmental agency in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with any of the Transaction Documents. (v) There shall not have been an Adverse Effect with respect to the Adviser or the Fund since the date of this Agreement. (vi) The Adviser shall have (a) retained an Independent Verifier as contemplated by Section 10.01, (b) prepared a form of Independent Verification Report covering such matters as the Adviser and correct in all material respects the Insurer have agreed as contemplated by Section 10.02, (without duplication c) delivered to the Insurer a fully-executed copy of any materiality qualifier contained therein) as of such other date; the Independent Verification Agreement, and (d) No Default or Event delivered to the Insurer a certificate of Default shall exist under the Credit Agreement or any an officer of the Other DocumentsAdviser attesting to the due authorization, execution and no Default or Event delivery of Default will result under the Credit Independent Verifier Agreement or any Other Documents from by the execution, delivery or performance of this Amendment; andAdviser. (evii) Agent On the Inception Date, the Guarantee Amount shall not exceed $1,000,000,000. If, during the Offering Period, the Fund expects to receive subscriptions for its Shares which could result in such Guarantee Amount exceeding $1,000,000,000, then the Fund shall consult with the Insurer. If the Insurer agrees to increase such maximum amount in its sole discretion, this Agreement will be amended accordingly. (viii) The parties shall have received payment of all fees and expenses incurred provided the notice procedures contemplated by Agent and Section 12.02(b). (ix) The Adviser shall have selected the Required Lenders BARRA Risk Model or the S&P Global Industry Classification as the system to be used to perform the Sector diversification test set forth in connection with the Credit AgreementSection 3.04(c) (such system, the Other Documents and this Amendment"Sector Classification System").

Conditions Precedent to Effectiveness. The effectiveness of this Amendment Agreement is subject to the satisfaction fulfillment of the following conditions precedent, unless specifically waived in writing by Agent (the date on which the conditions have been satisfied or waived in writing by Agent, the “Effective Date”):: (a) The Administrative Agent shall have received a duly executed version of on or before the following documentsClosing Date the following, in each casedated the Closing Date, in form and substance satisfactory to Agent:each Lender and in sufficient copies for each Lender (except for the Notes): (i) this Amendment;This Agreement, duly executed by the Borrower. (ii) that certain Officer’s Closing Certificate, dated as The Notes made to the order of the date hereofrespective Lenders, made duly executed by Xxxxxxx in favor of Agent;the Borrower. (iii) a The Collateral Agency Agreement, duly executed by the Borrower and by Chemical as the Collateral Agent and Administrative Agent. (iv) The PSNH Mortgage Amendment, duly executed by the Borrower and the Collateral Agent, together with: (A) acknowledgment copies of Financing Statements (Form UCC-3) dated on or before the Closing Date duly executed by Bankers Trust Company and indicating the assignment effected by the PSNH Mortgage Assignment, and (B) oral confirmation from Sulloway & Hollis of completion of axx xxxordings and filings of the Security Documents and all other actions, as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect (or continue the perfection of) the Liens created by the Security Documents. (v) The PSNH Mortgage Assignment, duly executed by the Borrower, Bankers Trust Company and the Collateral Agent. (vi) A certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify Borrower certifying (iA) that attached thereto are true and correct copies of resolutions in form and substance reasonably satisfactory to Agent, (1) the Articles of Incorporation of the board of directors (or other equivalent governing bodyBorrower, member or partner) of such Borrower authorizing the execution, delivery and performance of this Amendment and any Other Document related all amendments thereto, (ii) the incumbency and signature of the officers of such Borrower authorized to execute this Amendment and such Other Documents, (iii) copies of the Organizational Documents of such Borrower as in effect on such date, complete (2) the By-laws of the Borrower, as in effect on such date and (3) resolutions of the Board of Directors of the Borrower approving this Agreement, the other Loan Documents and the other documents to be delivered by the Borrower hereunder and thereunder, and of all documents evidencing other necessary corporate action, if any, with respect to the execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents, (B) that such resolutions have not been modified, revoked or rescinded and are in full force and effect on such date and (C) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other Loan Documents and the other documents to be delivered hereunder and thereunder. (vii) Financial projections (contained in the Information Memorandum), on assumptions acceptable to the Banks, demonstrating projected compliance with Section 7.01(j) hereof and the terms of this Agreement and the Other Loan Documents. (viii) An audited balance sheet of the Borrower as at December 31, 1995 and the related statements of the Borrower's results of operations, changes in retained earnings and cash flows as of and for the year then ended, together with copies of all amendments theretoCurrent Reports on Form 8-K, certifiedif any, filed by the Borrower with the Securities and Exchange Commission since December 31, 1995. (ix) A certificate of a duly authorized officer of the Borrower certifying that attached thereto are true and correct copies of all Governmental Approvals referred to in clause (i) of the definition of "Governmental Approval" required to be obtained or made by the Borrower in connection with the execution and delivery of this Agreement or any Loan Document. (x) A certificate of a duly authorized officer of the Borrower to the effect that there is no pending or known threatened action or proceeding (including, without limitation, any action or proceeding relating to any environmental protection laws or regulations) affecting the Borrower or its properties before any court, governmental agency or arbitrator (A) which affects or purports to affect the legality, validity or enforceability of the Loan Documents or any of them or (B) as to which there is a reasonable possibility of an adverse determination and which, if adversely determined, would materially adversely affect the financial condition, properties, prospects or operations of the Borrower; except, for purposes of clause (B) only, such as is described in the Disclosure Documents. (xi) A certificate signed by the Treasurer or Assistant Treasurer of the Borrower, certifying as to the absence of any material adverse change in the financial condition, operations, properties or prospects of the Borrower since December 31, 1995 except as disclosed in the Disclosure Documents. (xii) A certificate signed by the Chief Financial Officer, Treasurer or Assistant Treasurer of NU, certifying as to the absence of any material adverse change in the financial condition, operations, properties or prospects of NU since December 31, 1995 except as disclosed in the disclosure documents referred to in such certificate. (xiii) A certificate of a duly authorized officer of the Borrower stating that (i) the representations and warranties contained in Section 6.01 are correct, in all material respects, on and as of the case of any Certificate of Formation, Certificate of Incorporation or related document, by the Secretary of State or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement Closing Date before and Limited Consent of formation not more than thirty (30) days prior after giving effect to the Advances to be made on such date hereof and the application of the proceeds thereof, and (ivii) the good standing (no event has occurred and is continuing which constitutes an Event of Default or equivalent status) of Unmatured Default, or would result from such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) (initial Advances or the equivalent application of the proceeds thereof issued by any applicable jurisdictionand (xiv) dated not more than thirty Favorable opinions of: (30A) days prior Jeffrey C. Miller, Assistant Generax Xxxxxxx xx XXXXO, in substantially the form of Exhibit 5.01A and as to such other matters as the date hereofMajority Lenders, issued by through the Secretary of State or other appropriate official of such jurisdictionAdministrative Agent, may reasonably request; (ivB) executed legal opinions Robert A. Bersak, Assistant General Xxxxxxx xx xxx Borrower, in substantially the form of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP Exhibit 5.01B and Xxxxxx Xxxxxxx LLPas to such other matters as the Majority Lenders, which shall cover such matters incident to through the transactions contemplated by this Amendment and related agreements as Agent Administrative Agent, may reasonably requirerequest; (C) Sulloway & Hollis, special New Hampshire counsxx xx the Borrower, in substantially the form of Exhibit 5.01C and as to such other matters as the Majority Lenders, through the Administrative Agent, may reasonably request; (D) Drummond Woodsum & MacMahon, speciax Xxxxx cxxxxxx to xxx Borrower, in substantially the form of Exhibit 5.01D and as to such other matters as the Majority Lenders, through the Administrative Agent, may reasonably request; (E) Zuccaro, Willis & Bent, special Verxxxx xxxxxxx xx the Borrower, in substantially the form of Exhibit 5.01E and as to such other matters as the Majority Lenders, through the Administrative Agent, may reasonably request; and (vF) all King & Spalding, counsel to the Administrative Agent, in substantially the form of Exhibit 5.01F, and as to such other documents and information matters as shall be the Majority Lenders, through the Administrative Agent, may reasonably requested by Agent or any Lender;request. (b) All fees and other amounts payable pursuant to Section 2.02 hereof or pursuant to the Fee Letter shall have been paid (to the extent then due and payable). (c) All principal of and interest arising under, and all other amounts payable in connection with the Existing Revolving Credit Agreement and the notes issued thereunder shall have been paid in full. (d) The Administrative Agent shall have received updated lien searches on each Borrowersuch other approvals, opinions and documents as the results of which shall be satisfactory Majority Lenders, through the Administrative Agent, may reasonably request as to the Agent and the Required Lenders and shall reveal no liens other than Permitted Encumbrances; (c) The representations and warranties made by legality, validity, binding effect or enforceability of the Loan Parties contained herein and in Documents or the Credit Agreementfinancial condition, as amended herebyproperties, and the Other Documents, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as operations or prospects of the date hereof, as if those representations and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other date; (d) No Default or Event of Default shall exist under the Credit Agreement or any of the Other Documents, and no Default or Event of Default will result under the Credit Agreement or any Other Documents from the execution, delivery or performance of this Amendment; and (e) Agent shall have received payment of all fees and expenses incurred by Agent and the Required Lenders in connection with the Credit Agreement, the Other Documents and this AmendmentBorrower.

Conditions Precedent to Effectiveness. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent, unless specifically waived in writing by Agent (This Agreement shall become effective on the date on which the conditions have been satisfied or waived in writing by Agent, (the “Effective Date”):) that the following conditions precedent have been satisfied: (a) The Borrower shall have paid all fees and expenses of the Administrative Agent and the Lenders payable hereunder and accrued as of the Effective Date (including the accrued fees and expenses of counsel to the Administrative Agent). (b) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly executed version authorized officer of the following documentsBorrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct in all material respects on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (c) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Notes) in sufficient copies for each Lender: (i) Executed counterparts of this Agreement from all parties hereto. (ii) If requested by a Lender, a Note payable to the order of such Lender, in a principal amount equal to each such Lender’s Commitment. (iii) Certified copies of the resolutions of the Board of Directors (or committee thereof) of the Borrower and each other Loan Party approving this Agreement, the Notes and each Guaranty to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to this Agreement, the Notes and each Guaranty. (iv) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party and the other documents to be delivered hereunder. (v) A Subsidiary Guaranty executed by each Subsidiary Guarantor, and the Parent Guaranty duly executed by the Parent and IHCL. (vi) An opinion of Xxxxxx & Bird LLP, counsel for the Borrower and certain other Loan Parties, in substantially the form of Exhibit F attached hereto. (vii) An opinion of Linklaters, English counsel for IHCL, in substantially the form of Exhibit G attached hereto and to such other matters as any Lender through the Administrative Agent may reasonably request. (viii) An opinion of XXXXXXX, Bermuda counsel for the Parent, in substantially the form of Exhibit H attached hereto and to such other matters as any Lender through the Administrative Agent may reasonably request. (ix) An acceptance of the appointment of the Process Agent (as such term is defined in Section 8.12) for each of the Parent and IHCL. (x) A certificate signed by the chief financial officer of the Borrower certifying the current Debt Ratings. (d) All amounts outstanding, if any, under the Existing Credit Agreement shall have been paid, and the Existing Credit Agreement shall have been terminated (including termination of all commitments thereunder) in writing satisfactory to the Administrative Agent. (e) The Administrative Agent shall have received (i) the Consolidated financial statements of the Parent and its Subsidiaries for the fiscal quarter ended March 31, 2009 and (ii) the financial projections of the Parent and its Subsidiaries on a Consolidated basis for the fiscal years ended 2009, 2010 and 2011, in each case, in form and substance satisfactory to Agent: (i) this Amendment; (ii) that certain Officer’s Closing Certificate, dated as of the date hereof, made by Xxxxxxx in favor of Agent; (iii) a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify (i) copies of resolutions in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors (or other equivalent governing body, member or partner) of such Borrower authorizing the execution, delivery and performance of this Amendment and any Other Document related thereto, (ii) the incumbency and signature of the officers of such Borrower authorized to execute this Amendment and such Other Documents, (iii) copies of the Organizational Documents of such Borrower as in effect on such date, complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation or related document, by the Secretary of State or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement and Limited Consent of formation not more than thirty (30) days prior to the date hereof and (iv) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the date hereof, issued by the Secretary of State or other appropriate official of such jurisdiction; (iv) executed legal opinions of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP and Xxxxxx Xxxxxxx LLP, which shall cover such matters incident to the transactions contemplated by this Amendment and related agreements as Agent may reasonably require; and (v) all other documents and information as shall be reasonably requested by Agent or any Lender; (b) Agent shall have received updated lien searches on each Borrower, the results of which shall be satisfactory to the Agent and the Required Lenders and shall reveal no liens other than Permitted Encumbrances; (c) The representations and warranties made by the Loan Parties contained herein and in the Credit Agreement, as amended hereby, and the Other Documents, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the date hereof, as if those representations and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other date; (d) No Default or Event of Default shall exist under the Credit Agreement or any of the Other Documents, and no Default or Event of Default will result under the Credit Agreement or any Other Documents from the execution, delivery or performance of this Amendment; and (e) Agent shall have received payment of all fees and expenses incurred by Agent and the Required Lenders in connection with the Credit Agreement, the Other Documents and this Amendment.

Conditions Precedent to Effectiveness. The effectiveness of this Amendment is subject to the satisfaction This Agreement shall become effective on and as of the following conditions precedent, unless specifically waived in writing by Agent (the first date on which the following conditions precedent have been satisfied or waived in writing by Agent, (the “"Effective Date”"): (a) receipt by the Administrative Agent shall have received from each of the parties hereto of a facsimile or an original of a duly executed version signature page of this Agreement signed by such party; (b) receipt by the Administrative Agent of either (i) a duly executed counterpart of each of the other Loan Documents signed by each of the parties thereto or (ii) a facsimile transmission stating that such party has duly executed a counterpart of such Loan Document and sent such counterpart to the Administrative Agent; (c) receipt by the Administrative Agent of the opinions (together with any opinions of local counsel relied on therein) of Weil, Gotshal & Manges LLP, counsel for the Borrower and the Guarantors, and Troutman Xxxxxrs LLP, counsel of the Borrower and the Guarantors, eacx xxxxx ax xx xxe Effective Date, substantially in the form of opinion attached hereto as Exhibits C (each giving a portion of such opinion) and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent or any Lender may reasonably request; (d) receipt by the Administrative Agent of a certificate (the "Closing Certificate"), dated the Effective Date, substantially in the form of Exhibit D hereto, signed by a principal financial officer of the Borrower, to the effect that (i) no Default or Event of Default has occurred and is continuing on the Effective Date and (ii) the representations and warranties of the Borrower contained in Article IV are true on and as of the Effective Date; (e) receipt by the Administrative Agent of a certificate of incumbency of the Borrower and each Guarantor (the "Officer's Certificate"), signed by the Secretary or an Assistant Secretary of the Borrower or each Guarantor, substantially in the form of Exhibit E hereto, certifying as to the names, true signatures and incumbency of the officer or officers of the Borrower or each Guarantor authorized to execute and deliver the Loan Documents to which the Borrower or each Guarantor is a party, and certified copies of the following documents, in each case, in form and substance satisfactory to Agent: items: (i) this Amendment; the Certificate or Articles of Incorporation of the Borrower and each Guarantor, (ii) that certain Officer’s Closing Certificate, dated as the Bylaws of the date hereofBorrower and each Guarantor, made by Xxxxxxx in favor of Agent; (iii) a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as State of the date hereof which shall certify (i) copies State of resolutions in form and substance reasonably satisfactory Delaware as to Agent, the good standing of the board Borrower as a Delaware corporation and similar certificates for each Guarantor from its jurisdiction of directors incorporation, and (or other equivalent governing body, member or partneriv) the action taken by the Board of such Directors of the Borrower and each Guarantor authorizing the Borrower's and Guarantors' execution, delivery and performance of this Amendment Agreement and any Other Document related the other Loan Documents to which the Borrower and each Guarantor is a party; (f) receipt by the Administrative Agent from each of the Guarantors as of the Effective Date of a duly executed counterpart of the Guaranty signed by such Guarantors; (g) execution and delivery of the Intercreditor Agreement; (h) receipt by Wachovia Bank, N.A., as the Administrative Agent, for the ratable account of the Lenders, of all distributions payable to the "Banks" pursuant to Section 4.4(b)(ii) of the Reorganization Plan, including: (i) $35,000,000 on account of all accrued and unpaid post-petition interest on the Bank Claims through the Effective Date, provided, however, that in the event the Effective Date occurs after January 15, 2002, such $35,000,000 amount shall be increased by the interest accruing on the "Allowed Bank Claims" (as defined in the Reorganization Plan), from January 15, 2002 to and including the Effective Date at a per annum rate equal to "LIBOR" plus 3.00%, as defined in and pursuant to the Bank Revolver Agreement (as defined in the Reorganization Plan), plus 3.00%, as to Lenders parties thereto, or "LIBOR", as defined in and pursuant to the Bank Term Loan Agreement (as defined in the Reorganization Plan), plus 3.50%, as to Lenders parties thereto; (ii) the incumbency and signature Effective Date Net Cash, calculated based upon a reasonable estimate of Effective Date Net Cash by the officers Borrower as of such Borrower authorized to execute this Amendment and such Other Documents, date; (iii) copies of the Organizational Documents of such Borrower as in effect on such date, complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation or related document, by the Secretary of State or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement and Limited Consent of formation not more than thirty (30) days prior to the date hereof Exit Financing Net Cash; and (iv) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the date hereof, issued by the Secretary of State or other appropriate official of such jurisdiction; (iv) executed legal opinions of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP and Xxxxxx Xxxxxxx LLP, which shall cover such matters incident to the transactions contemplated by this Amendment and related agreements as Agent may reasonably require; and (v) all other documents and information as shall be reasonably requested by Agent or any Lender; (b) Agent shall have received updated lien searches on each Borrower, the results of which shall be satisfactory to the Agent and the Required Lenders and shall reveal no liens other than Permitted Encumbrances; (c) The representations and warranties made by the Loan Parties contained herein and in the Credit Agreement, as amended hereby, and the Other Documents, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the date hereof, as if those representations and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other date; (d) No Default or Event of Default shall exist under the Credit Agreement or any of the Other Documents, and no Default or Event of Default will result under the Credit Agreement or any Other Documents from the execution, delivery or performance of this Amendment; and (e) Agent shall have received payment of all reasonable professional fees and expenses incurred by the Banks' retained professionals, Jones, Day, Reavis & Pogue, FTI/Policano & Manzo, and Duane, Morris & Xxxxsher LLX, xx conxxxxxon witx xxx Xxaptxx 00 Cases and all agent fxxx xxxxired to be paid by the Borrower and the Guarantors under the Bank Credit Agreements through such time as is necessary to fully complete the implementation of the New Bank Debt under the Reorganization Plan; (i) the Confirmation Order shall have been entered and all conditions precedent to the effectiveness thereof set forth in Section 10.1 of the Reorganization Plan shall have been satisfied; (j) the Administrative Agent and the Required Lenders shall be satisfied with (1) the terms and provisions of the Revolver Credit Agreement and related collateral and security documents, and (2) any changes materially adverse to the Administrative Agent, the Collateral Agent or the Lenders in connection the New Subordinated Debt Documents and the Reorganization Plan's distributions to holders of the GUC Claims from those described in the Reorganization Plan as filed on November 14, 2001, and all such documents described in clauses (1) and (2) (other than with respect to the Credit GUC Claims) shall have been executed and delivered, and conformed copies thereof shall have been delivered to the Administrative Agent, and all conditions precedent to the effectiveness of all such documents shall have been satisfied (other than any conditions pertaining to the execution and delivery of this Agreement and related documents), and the Administrative Agent shall be reasonably satisfied that, upon this Agreement's becoming effective, the Other Reorganization Plan will be substantially consummated; (k) the execution and delivery to the Term Collateral Agent of (1) the Pledge Agreement and the Security Agreement and (2) the Mortgages and the Real Estate Collateral Documents reasonably required by the Term Collateral Agent, together with local counsel opinions satisfactory to the Term Collateral Agent pertaining to the Mortgages; provided, however, that to the extent required consents have not been obtained from landlords of Leasehold Properties as of the Effective Date notwithstanding exercise of due diligence and reasonable commercial efforts, as contemplated in the definition of Mortgage, the Borrower shall continue to pursue such consents with due diligence after the Effective Date, but the failure to deliver Mortgages and Real Estate Collateral Documents on the Effective Date as to such Leasehold Properties shall not constitute a failure to satisfy the conditions precedent to the effectiveness of this AmendmentAgreement pursuant to this Section 3.01(k); (l) the Administrative Agent and the Lenders shall have received Uniform Commercial Code searches reasonably satisfactory to the Administrative Agent and the Lenders for all locations presently occupied or used by the Borrower and its Subsidiaries; and (m) delivery (x) to the Revolver Collateral Agent of the Capital Stock of all Subsidiaries and blank stock powers satisfactory in form and substance to the Term Collateral Agent, and (y) to the Term Collateral Agent of an authenticated record from the Revolver Collateral Agent to the effect that it holds (or will hold, upon delivery to it) such Capital Stock and blank stock powers for the benefit of the Term Collateral Agent and the Lenders, subject to its prior security interest for the benefit of the Revolver Lenders; and (n) the execution and delivery by the Term Collateral Agent of financing statements satisfactory in form and substance to the Term Collateral Agent.

Conditions Precedent to Effectiveness. The effectiveness of this Amendment initial Purchase Date hereunder is subject to the satisfaction of conditions precedent that the following conditions precedent, unless specifically waived in writing by Agent (the date on which the conditions have been satisfied or waived in writing by Collateral Agent, the “Effective Date”): (a) Administrative Agent and each Purchaser Agent shall have received a duly executed version (unless otherwise waived), each of the following documents, in each case, in form and substance satisfactory to Agent: (i) this Amendment; (ii) that certain Officer’s Closing Certificate, dated as of the date hereof, made by Xxxxxxx in favor of Agent; (iii) a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify (i) copies of resolutions in form and substance reasonably satisfactory to the Collateral Agent, the Administrative Agent and each Purchaser Agent: (a) a copy of the resolutions or unanimous written consents, as applicable, of the board of directors or managers or member (or other equivalent governing bodyany authorized sub-committee), member or partner) as the case may be, of such Borrower authorizing each of the ADT Entities required to authorize the execution, delivery delivery, and performance by such ADT Entity of this Amendment and each Transaction Document to be delivered by it hereunder, certified by its secretary or any Other Document related thereto, other authorized person; (iib) the incumbency and signature of the officers of such Borrower authorized to execute this Amendment and such Other Documents, (iii) copies of the Organizational Documents of such Borrower as in effect on such date, complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation or related document, by the Secretary of State or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement and Limited Consent of formation not more than thirty (30) days prior to the date hereof and (iv) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) certificates (or the equivalent thereof issued by any applicable jurisdictionequivalent) dated not more than thirty (30) days prior to for each of the date hereof, ADT Entities issued by the Secretary of State (or the equivalent) of the jurisdiction in which each such entity is organized; (c) a certificate of the secretary or assistant secretary of each of the ADT Entities certifying the names and true signatures of the officers authorized on its behalf to sign the Transaction Documents to be delivered by it (on which certificate the Collateral Agent, the Administrative Agent, each Purchaser and each Purchaser Agent may conclusively rely until such time as such party shall have received from any such ADT Entity, a revised certificate meeting the requirements of this clause (c)); (d) copies of the Constituent Documents of each of the ADT Entities duly certified by the secretary or an assistant secretary of each such ADT Entity, and in in the case of any certificates or articles of incorporation, formation or organization, certified by the Secretary of State (or the equivalent) of the jurisdiction in which each such entity is organized; (e) a search report by a nationally recognized search firm provided in writing to the Collateral Agent and the Administrative Agent by the Servicer listing all financing 28 statements, state and federal tax, or ERISA liens and judgments that name the Seller or ADT, as debtor and that are filed in the jurisdictions in which filings were made pursuant to clause (f) and any other appropriate official jurisdictions that the Collateral Agent or the Administrative Agent shall reasonably request together with copies of such jurisdiction; financing statements; (ivf) executed legal copies of proper financing statements (form UCC-3) (including amendment and termination statements) and release documentation each in form and substance reasonably satisfactory to the Collateral Agent and the Administrative Agent with respect to any financing statement included in the search report described in clause (e) above, to the extent that any such financing statement set forth therein covers any Pool Receivables or Related Assets, other than financing statements filed pursuant to this Agreement; (g) proper financing statements naming the Seller as debtor, and the Collateral Agent as secured party, to be filed in all applicable jurisdictions in respect of the Collateral; (h) favorable opinions of Xxxx Xxxx Xxxx, Weiss, Rifkind, Xxxxxxx Xxxxx & Xxxx Xxxxxxxx LLP (including with respect to creation and Xxxxxx Xxxxxxx LLPperfection of security interests under the applicable UCC) counsel to the ADT Entities; non-consolidation, and true sale matters; and other customary opinions required by the Collateral Agent and the Administrative Agent; (i) completion of satisfactory due diligence in respect of the Receivable Pool by Purchasers, Purchaser Agents, the Collateral Agent, and the Administrative Agent; (j) duly executed copies of each of the Fee Letters; (k) duly executed copies of the Transaction Documents, including a Payment Direction in respect of each Lock-box Account, each Collection Account and the Omnibus Account which shall each be in full force and effect, and completion of the form of each Exhibit to this Agreement not attached hereto as of the Closing Date together with an amendment hereto attaching such Exhibits; (l) payment by or on behalf of the Seller of each Purchaser’s, each Purchaser Agent’s, the Collateral Agent’s, and the Administrative Agent’s reasonable and documented out-of-pocket costs and expenses, including all reasonable and documented invoiced legal fees of counsel to such parties and all audit fees of Protiviti Inc. and all Fees required to be paid on the Closing Date under any Fee Letter; (m) a pro-forma Information Package, which shall cover such matters incident evidence compliance with the terms of this Agreement, after giving credit to the transactions contemplated by initial transfer of an interest in Receivables under this Amendment and related agreements as Agent may reasonably requireAgreement; and (vn) all other documents entry into a mutually satisfactory agreement, together with an amendment to this Agreement to reflect such agreement, in respect of applicable confidentiality and information as shall be reasonably requested by Agent or any Lender; (b) Agent shall have received updated lien searches on each Borrowerprotection requirements in respect of Non-Public Borrower Data, the results of which shall be satisfactory to the Agent and the Required Lenders and shall reveal no liens other than Permitted Encumbrances; (c) The representations and warranties made by the Loan Parties contained herein and in the Credit Agreement, as amended hereby, and the Other Documents, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the date hereof, as if those representations and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other date; (d) No Default or Event of Default shall exist under the Credit Agreement or any of the Other Documents, and no Default or Event of Default will result under the Credit Agreement or any Other Documents from the execution, delivery or performance of this Amendment; and (e) Agent shall have received payment of all fees and expenses incurred by Agent and the Required Lenders in connection with the Credit Agreement, the Other Documents and this Amendment.including 29 SK 28677 0004 8494650 v1217

Conditions Precedent to Effectiveness. The As conditions precedent to the Closing Date and the effectiveness of this Amendment is subject Agreement: (1) Except to the satisfaction of extent permitted to be delivered after the following conditions precedent, unless specifically waived in writing by Agent (the date on which the conditions have been satisfied or waived in writing by AgentClosing Date pursuant to Section 7.17, the “Effective Date”): (a) Agent Borrower Parties shall have received a duly executed version of delivered or shall have caused to be delivered to the following documents, in each caseAdministrative Agent, in form and substance satisfactory to the Administrative Agent, the Collateral Agent, the Lenders and their counsel and duly executed (if applicable) by the appropriate Persons (if requested, with sufficient copies for each of the Lenders), each of the following: (iA) this AmendmentThis Agreement; (iiB) that certain Officer’s To the extent requested by any applicable Lender at least three (3) Business Days prior to the Closing CertificateDate, dated as of the date hereof, made by Xxxxxxx in favor of Agenta Revolving Loan Note payable to such Lender; (iiiC) a The REIT Guaranty; (D) The Subsidiary Guaranty; (E) The Pledge Agreement; (F) A certificate of the Secretary, Assistant Secretary or Assistant Secretary (or other equivalent officer, partner or manager) Responsible Officer of each Borrower in form Party (or such Borrower Party’s general partner, managing member, manager or sole member, if applicable) attaching and substance satisfactory to Agent dated as of the date hereof which shall certify certifying (i) copies the Certificate of resolutions in form and substance reasonably satisfactory to AgentLimited Partnership, Articles of the board Incorporation, Articles of directors (Organization, Certificate of Formation or other equivalent governing body, member or partner) registered Organizational Document of such Borrower authorizing Party, certified by the Secretary of State of such Borrower Party’s state of incorporation or formation, (ii) the limited partnership agreement, bylaws, limited liability company agreement or equivalent Organizational Document of such Borrower Party, (iii) the resolutions duly adopted by the Board of Directors of such Borrower Party (or the general partner, managing member, manager or sole member of such Borrower Party, if applicable) approving the execution, delivery and performance of this Amendment and any Other Document related thereto, (ii) the incumbency and signature of the officers Loan Documents on behalf of such Borrower authorized to execute this Amendment and such Other DocumentsParty, (iiiiv) copies a certificate of the Organizational Documents of good standing or analogous documentation for such Borrower Party dated as in effect on such date, complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation or related document, by a recent date from the Secretary of State of such Borrower Party’s state of incorporation or formation and (v) a certificate of incumbency containing the name, title and true signature of each officer of such Borrower Party (or the general partner, managing member, manager or sole member of such Borrower Party, if applicable) authorized to sign the Loan Documents to which such Borrower Party is a party on behalf of such Borrower Party; (G) Mortgaged Property Deliverables as requested by the Collateral Agent with respect to each Mortgaged Property; (H) Opinions of counsel for the Borrower Parties dated as of the Closing Date; (I) From a Responsible Officer of MAC, a Closing Certificate dated as of the Closing Date; (J) Evidence satisfactory to the Administrative Agent that all fees required to be paid by the Borrower on or before the Closing Date have been, or will upon the initial funding of the Loans on the Closing Date be, paid in full, including, without limitation, the Participating Lender Upfront Fee (as defined in the Fee Letter); (K) Evidence satisfactory to the Administrative Agent that all reasonable costs and expenses of the Administrative Agent, the Collateral Agent, and the Joint Lead Arrangers, including, without limitation, fees of outside counsel and fees of third party consultants and appraisers, required to be paid by the Borrower on or prior to the Closing Date have been, or will upon the funding of the Loans on the Closing Date be, paid in full; (L) The certificates representing the shares of Capital Stock pledged pursuant to the Pledge Agreement (to the extent certificated), together with an undated stock power for each such certificate executed in blank by a Responsible Officer of the pledgor thereof; (M) The results of a recent lien search in each of the material jurisdictions in which Uniform Commercial Code financing statements or other filings or recordations should be made to evidence or perfect security interests in the assets of the Borrower Parties subject to the Security Documents; (N) The Administrative Agent shall have received at least two (2) weeks before the Closing Date all documentation and other information about the Borrower and the Guarantors that shall have been reasonably requested by the Administrative Agent or the Lenders in writing at least three (3) weeks prior to the Closing Date and that the Administrative Agent and the Lenders reasonably determine is required by the Administrative Agent’s or any Lender’s internal policies and/or U.S. and/or any applicable foreign regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation PATRIOT Act and the Beneficial Ownership Regulation (including, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower as required by the Beneficial Ownership Regulation for each Lender that so requests (which request shall be made through the Administrative Agent)), and the Administrative Agent and the Lenders shall have completed and be satisfied with their “know your customer” due diligence and procedures, anti-financial crime compliance approvals and client on-boarding procedures; (O) A Borrowing Base Certificate demonstrating that the Borrowing Base Amount as of such date will be greater than or equal to the total Revolving Credit Exposures (calculated on a pro forma basis after giving effect to the extensions of credit on the Closing Date) on such date; (P) A duly executed Borrowing Request for each Borrowing on the Closing Date; (Q) Proper financing statements (Form UCC-1 or the equivalent) for filing under the UCC or other appropriate official filing offices of such Borrower’s each jurisdiction [Innovex] Third Amendment as may be necessary to 2nd A&R Credit Agreement and Limited Consent of formation not more than thirty (30) days prior perfect the security interests purported to the date hereof and (iv) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the date hereof, issued be created by the Secretary of State or other appropriate official of such jurisdictionPledge Agreement; (ivR) executed legal opinions of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP [Reserved]; (S) A Compliance Certificate demonstrating that MAC and Xxxxxx Xxxxxxx LLPthe Borrower are in compliance, which shall cover such matters incident on a pro forma basis after giving effect to the transactions contemplated by this Amendment and related agreements Transactions occurring on the Closing Date, with the covenants set forth in Section 8.11 as Agent may reasonably requireof the last day of the most recently ended Fiscal Quarter for which financial statements were required to have been delivered pursuant to Section 7.1 of the Original Credit Agreement; and (vT) all other documents Each Assignment and information as shall be reasonably requested by Agent or any Lender;Subordination of Property Management Agreement referenced in clause (a) of the definition thereof. (b2) Agent shall have received updated lien searches on each Borrower, the results of which shall be satisfactory to the Agent and the Required Lenders and shall reveal no liens other than Permitted Encumbrances; (c) The All representations and warranties made by of the Loan Borrower Parties contained set forth herein and in the Credit Agreementother Loan Documents shall be accurate and complete in all material respects as if made on and as of the Closing Date, unless any such representation and warranty speaks as amended herebyof a particular date, in which case it shall be accurate and the Other Documentscomplete in all material respects as of such date; provided that, in each case, any representation or warranty that is qualified as to materiality or Material Adverse Effect or similar language shall be true and correct in all material respects subject to such qualifiers. (without duplication of any materiality qualifier contained therein3) There shall not have occurred and be continuing as of the date hereof, as if those representations and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of Closing Date any materiality qualifier contained therein) as of such other date; (d) No Default or Event of Default or Potential Default. (4) The Closing Date Payments shall exist under have been consummated, or shall be consummated substantially concurrently with the Credit Agreement or any initial funding of the Other Documents, and no Default or Event of Default will result under Loans hereunder on the Credit Agreement or any Other Documents from the execution, delivery or performance of this Amendment; andClosing Date. (e5) Since the Statement Date, there shall not have occurred any change, occurrence or development that could reasonably be expected, in the good faith opinion of the Administrative Agent or the Lenders, to have a Material Adverse Effect. The making of the initial Loans by the Lenders hereunder on the Closing Date shall conclusively be deemed to constitute an acknowledgement by the Administrative Agent, the Collateral Agent, each Issuing Lender and each Lender that each of the conditions precedent set forth in this Section 5.1 shall have received payment of all fees and expenses incurred been satisfied in accordance with its respective terms or shall have been irrevocably waived by Agent and the Required Lenders in connection with the Credit Agreement, the Other Documents and this Amendmentsuch Person.

Conditions Precedent to Effectiveness. The effectiveness obligation of this Amendment the Lender to make any Term Loan hereunder is subject to the satisfaction of condition precedent that, on or before the following conditions precedent, unless specifically waived in writing by Agent (the date on which the conditions have been satisfied or waived in writing by AgentClosing Date, the “Effective Date”): (a) Agent Lender shall have received a duly executed version each of the following documentsfollowing, in each case, in form and substance satisfactory to Agent: the Lender: (ia) this Amendment; Agreement, the Collateral Documents and the other Loan Documents to be entered into on the Closing Date, each signed by a Responsible Officer of each Loan Party and a duly authorized officer of each other party thereto, together with all other original items required to be delivered pursuant to the Collateral Documents or any other Loan Document; (ii) that certain Officer’s Closing Certificate, dated as of the date hereof, made by Xxxxxxx in favor of Agent; (iiib) a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) a Responsible Officer of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify Loan Party, attaching (i) copies of resolutions in form and substance reasonably satisfactory to Agent, of the board of directors (or other equivalent governing body, member or partner) of such Borrower authorizing the execution, delivery and performance of this Amendment and any Other Document related thereto, (ii) the incumbency and signature of the officers of such Borrower authorized to execute this Amendment and such Other Documents, (iii) copies of the Organizational Documents of such Borrower as in effect on Loan Party, (ii) resolutions or other action of the Governing Board of such date, complete with all amendments thereto, certified, in Loan Party approving the case of any Certificate of Formation, Certificate of Incorporation or related document, transactions and other matters contemplated by the Secretary Loan Documents to which it is a party, and (iii) an incumbency certificate evidencing the identity, authority and capacity of State or other appropriate official each Responsible Officer of such Borrower’s jurisdiction [Innovex] Third Amendment Loan Party authorized to 2nd A&R Credit act as a Responsible Officer in connection with this Agreement and Limited Consent of formation not more than thirty the other Loan Documents to which it is a party; (30c) days prior such other documents and certificates as the Lender may request relating to the date hereof organization, existence and (iv) the good standing of each Loan Party and any other legal matters relating to the Loan Parties, the Loan Documents or the transactions contemplated thereby; (d) a certificate of status, compliance or equivalent status) like certificate for each Loan Party and Subsidiary from the appropriate Governmental Authority of the jurisdiction of incorporation or formation of such Borrower in its Person and each jurisdiction of organizationwhere it is required to qualify to do business, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) each dated not more than thirty (30) days prior to the date hereofClosing Date; (e) a certificate of a Responsible Officer of the Company, issued by the Secretary of State or other appropriate official of such jurisdiction; (iv) executed legal opinions of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP and Xxxxxx Xxxxxxx LLP, which shall cover such matters incident to the transactions contemplated by this Amendment and related agreements as Agent may reasonably require; and (v) all other documents and information as shall be reasonably requested by Agent or any Lender; (b) Agent shall have received updated lien searches on each Borrower, the results of which shall be satisfactory to the Agent and the Required Lenders and shall reveal no liens other than Permitted Encumbrances; (c) The representations and warranties made by the Loan Parties contained herein and in the Credit Agreement, as amended hereby, and the Other Documents, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) dated as of the date hereofClosing Date and attaching reasonably detailed calculations demonstrating pro forma compliance with the minimum Liquidity covenant set forth in Section 6.8(d) after giving effect to the Term Loans to be funded on the Closing Date; (f) an appropriately completed Perfection Certificate with respect to the Borrowers and the other Loan Parties, as if those representations and warranties were made for the first time on such date, except for those representations and warranties that are specifically made dated as of another date which shall be true the Closing Date and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other date; (d) No Default or Event of Default shall exist under the Credit Agreement or any duly executed by a Responsible Officer of the Other Documents, and no Default or Event of Default will result under the Credit Agreement or any Other Documents from the execution, delivery or performance of this Amendment; and (e) Agent shall have received payment of all fees and expenses incurred by Agent and the Required Lenders in connection with the Credit Agreement, the Other Documents and this Amendment.Borrowers;

Conditions Precedent to Effectiveness. The effectiveness of this Amendment Agreement is subject to the satisfaction of the following conditions precedent, unless specifically waived in writing by Agent (the date on which the conditions have been satisfied or waived in writing by Agent, the “Effective Date”):: (a) the Agent shall have received a duly executed version on behalf of the following documentseach Lender (or certain Lenders, in each caseas indicated below) has received, in form and substance satisfactory to the Agent, acting reasonably: (i) a duly executed copy of this AmendmentAgreement; (ii) that certain Officer’s Closing Certificate, dated as a certified copy of the date hereof, made by Xxxxxxx in favor articles and by-laws of Agentthe Borrower; (iii) a certified copy of the articles and by-laws of the Guarantor; (iv) a certificate of good standing under the laws of British Columbia in respect of the corporate existence of the Borrower; (v) a certificate of existence under the laws of State of Delaware in respect of the corporate existence of the Guarantor; (vi) a certified resolution of the Board of Directors of the Borrower with respect to this Agreement; (vii) a certified resolution of the Board of Directors of the Guarantor with respect to this Agreement; (viii) an incumbency certificate of the Secretary Borrower certifying the name and true signatures of the Borrower’s officers authorized to sign this Agreement and the other Loan Documents to which the Borrower is a party; (ix) an incumbency certificate of the Guarantor certifying the name and true signatures of the Guarantor’s officer authorized to sign this Agreement; (x) an opinion of Xxxxx, Xxxxxxx & Xxxxxxx LLP, Canadian counsel to the Borrower and the Guarantor addressed to the Agent and each Lender; (xi) an opinion of Xxxx, Xxxxx, Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP, U.S. counsel to the Guarantor addressed to the Agent and each Lender; (xii) an opinion of Xxxxxx Xxxx Xxxxxxxxx Canada LLP, counsel to the Lenders, addressed to the Agent and each Lender; (xiii) all such other agreements, certificates, declarations, opinions and other documents as are reasonably required by the Agent to confirm or Assistant Secretary establish the completion or satisfaction of the conditions to the Lenders’ obligations hereunder and of which the Borrower is advised in a timely manner; and (xiv) all documentation and other information regarding the Borrower or other equivalent officerthe Guarantor requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, partner including the AML Legislation, to the extent requested in writing of the Borrower at least 10 days prior to the Effective Date; (b) provided (A) such information is reasonably requested from the Borrower and/or the Guarantor at least 5 Business Days prior to the Effective Date and (B) the Borrower and/or the Guarantor qualify as a “legal entity customer” under the Beneficial Ownership Regulation, and the Agent and each requesting Lender received, at least three days prior to the Effective Date, in connection with the Beneficial Ownership Regulation, a Beneficial Ownership Certification with respect to the Borrower and/or Guarantor; (c) the Borrower shall have paid to the Agent for the account of the Agent, the co-lead arrangers and the Lenders, as applicable, and in a timely manner, all upfront and arrangement fees required to be paid by the Borrower on or managerbefore the Effective Date in connection with this Agreement; and (d) of each Borrower the Agent shall have received a withdrawal letter from ATB Financial, such withdrawal letter to be in form and substance satisfactory to Agent dated as of the date hereof which shall certify (i) copies of resolutions in form and substance reasonably satisfactory to Agent, of acting reasonably. Each Lender hereby authorizes the board of directors (Agent to confirm to the Borrower on the Effective Date that the conditions precedent set forth in this Section 7.1 have been satisfied on or other equivalent governing body, member or partner) of such Borrower authorizing the execution, delivery and performance of this Amendment and any Other Document related thereto, (ii) the incumbency and signature of the officers of such Borrower authorized to execute this Amendment and such Other Documents, (iii) copies of the Organizational Documents of such Borrower as in effect on such date, complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation or related document, by the Secretary of State or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement and Limited Consent of formation not more than thirty (30) days prior to the date hereof and (iv) Effective Date, provided such Xxxxxx has not advised the good standing (or equivalent status) of such Borrower Agent in its jurisdiction of organization, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days writing prior to such Effective Date that such Xxxxxx is not satisfied that the date hereof, issued by the Secretary of State or other appropriate official of Borrower has complied with such jurisdiction; (iv) executed legal opinions of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP and Xxxxxx Xxxxxxx LLP, which shall cover such matters incident to the transactions contemplated by this Amendment and related agreements as Agent may reasonably require; and (v) all other documents and information as shall be reasonably requested by Agent or any Lender; (b) Agent shall have received updated lien searches on each Borrower, the results of which shall be satisfactory to the Agent and the Required Lenders and shall reveal no liens other than Permitted Encumbrances; (c) The representations and warranties made by the Loan Parties contained herein and in the Credit Agreement, as amended hereby, and the Other Documents, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the date hereof, as if those representations and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other date; (d) No Default or Event of Default shall exist under the Credit Agreement or any of the Other Documents, and no Default or Event of Default will result under the Credit Agreement or any Other Documents from the execution, delivery or performance of this Amendment; and (e) Agent shall have received payment of all fees and expenses incurred by Agent and the Required Lenders in connection with the Credit Agreement, the Other Documents and this Amendmentconditions precedent.

Conditions Precedent to Effectiveness. The effectiveness This Agreement, and the obligation of this Amendment is subject each Lender or Issuing Bank, as the case may be, to make Extensions of Credit hereunder, shall not become effective until the satisfaction date on which each of the following conditions precedent, unless specifically waived in writing by Agent is satisfied (the date on which the conditions have been satisfied or waived in writing by Agent, the “Effective Date”accordance with Section 12.01): (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a (i) Issuing Bank Agreements, duly executed version by each of the following documents, in Borrowers and each caseIssuing Bank party hereto on the Closing Date, in form and substance satisfactory to the Administrative Agent: (i) this Amendment; , (ii) that certain Officer’s Closing Certificatethe Fee Letter, dated as of duly executed by the date hereofBorrowers, made by Xxxxxxx in favor of Agent; (iii) a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify (i) copies of resolutions in form and substance reasonably satisfactory to Administrative Agent, of the board of directors (or other equivalent governing body, member or partner) of such Borrower authorizing the execution, delivery and performance of this Amendment and any Other Document related thereto, (ii) the incumbency and signature of the officers of such Borrower authorized to execute this Amendment and such Other Documents, (iii) copies of the Organizational Documents of such Borrower as in effect on such datePromissory Notes (if requested by any Lender pursuant to Section 3.01(d)), complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation or related document, duly executed by the Secretary of State or other appropriate official of such applicable Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement and Limited Consent of formation not more than thirty (30) days prior to the date hereof and (iv) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the date hereof, issued by the Secretary of State or other appropriate official of such jurisdiction; (iv) executed legal opinions of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP and Xxxxxx Xxxxxxx LLP, which shall cover such matters incident to the transactions contemplated by this Amendment and related agreements as Agent may reasonably require; and (v) all other documents and information as shall be reasonably requested by Agent or any Lender; (b) Agent shall have received updated lien searches on each Borrower, the results of which shall be satisfactory to the Agent and the Required Lenders and shall reveal no liens other than Permitted Encumbrances;. (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Banks and the Lenders and dated the Closing Date) of (i) Xxxxxx, Xxxxx & Xxxxxxx LLP, New York counsel for the Obligors, substantially in the form of Exhibit C, and (ii) Xxxxxxx X. Xxxxxx, Esq., General Counsel for the Guarantor and counsel for the Borrowers, substantially in the form of Exhibit D. The Obligors hereby request such counsel to deliver such opinions. (d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Obligors, the authorization of the Transactions and any other legal matters relating to the Obligors, the Loan Documents or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (e) The representations and warranties made by of the Loan Parties contained herein and Obligors set forth in the Credit Agreement, as amended hereby, this Agreement and the Other Documents, other Loan Documents shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the date hereofcorrect, as if those representations and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other date; (d) No no Default or Event of Default shall exist under the Credit Agreement or any of the Other Documentshave occurred and be continuing, and no Default or Event of Default will result under the Credit Agreement or any Other Documents from the execution, delivery or performance of this Amendment; and (e) Administrative Agent shall have received a certificate, dated the Closing Date and signed by an Authorized Officer of each Obligor, confirming the same as of the Closing Date. (f) The Administrative Agent shall have received a certificate, dated the Closing Date and signed an Authorized Officer of each Obligor, confirming compliance with the conditions set forth in this Section 6.01. (g) The Administrative Agent and the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, with respect to the Obligors. (h) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Closing Date, including all up-front fees and, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder or under any other Loan Document. (i) On the Closing Date, all accrued and unpaid interest and fees payable by the Borrowers under the Existing Credit Agreement shall have been paid in full. (j) All requisite Governmental Authorities and expenses incurred by third parties, if any, shall have approved or consented to this Agreement, the other Loan Documents and the Transactions to the extent required and material (and the Administrative Agent shall have received certified copies of all such approvals and consents, which shall be in form and substance satisfactory to the Administrative Agent and the Required Lenders in connection with Lenders), no stay of any applicable regulatory approval shall have been issued and there shall be no litigation, governmental, administrative or judicial action, actual or, to the Credit knowledge of the Obligors, threatened, that could reasonably be expected to restrain, prevent or impose burdensome conditions on this Agreement, the Other other Loan Documents or the Transactions. (k) The Administrative Agent shall have received true, correct and this Amendmentcomplete copies, certified as to authenticity by the applicable Borrower, of the Note Purchase Agreement to which such Borrower is a party, together with any amendments or supplements thereto. (l) The Administrative Agent shall have received such other approvals, opinions and documents as any Lender, through the Administrative Agent, may reasonably request.

Conditions Precedent to Effectiveness. The effectiveness obligation of this Amendment is subject each Lender to make its initial Advance, the satisfaction obligation of the XX Xxxxx to issue the initial Letter of Credit and the obligation of the Swingline Lender to make it initial Swingline Advance shall not become effective unless on and as of the date hereof (the “Closing Date”) each of the following conditions precedent, unless specifically waived in writing by Agent (the date on which the conditions shall have been satisfied or waived in writing by Agentsatisfied, the “Effective Date”): (a) Agent and all documents required to be delivered below shall have received a duly executed version of the following documents, in each case, be in form and substance satisfactory to Agentthe Administrative Agent and each Lender: (a) The Administrative Agent shall have received on or before the Closing Date the following, each dated the Closing Date (except for the certificate of good standing and the financial statements described below): (i) Counterparts of this AmendmentAgreement, duly executed by each Borrower, the XX Xxxxx, the Lenders and the Administrative Agent; (ii) that certain Officer’s Any Notes requested pursuant to Section 2.06(e) at least two Business Days prior to the Closing CertificateDate, dated as of each duly executed by the date hereof, made by Xxxxxxx in favor of AgentBorrower; (iii) Certified copies of the articles or certificate of incorporation and bylaws of the Borrower, together with all amendments and modifications thereto as of the date of delivery and a certificate of good standing for the Borrower issued by the Secretary of State of the state of its incorporation; (iv) Certified copies (A) of the resolutions of the Board of Directors of the Borrower granting authority to the Borrower’s officers to execute this Agreement and (B) of all documents evidencing other necessary corporate action and Governmental Approvals with respect to the execution, delivery and performance by the Borrower of this Agreement; (v) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by the Borrower thereunder (together with a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate in this clause). (or other equivalent officer, partner or managervi) of each Borrower in form and substance satisfactory to Agent dated as A certificate of the date hereof Chief Financial Officer or Treasurer of the Borrower, substantially in the form of Exhibit L hereto, attached to which shall certify (i) copies of resolutions in form and substance reasonably satisfactory to Agent, of the board of directors (or other equivalent governing body, member or partner) of such Borrower authorizing the execution, delivery and performance of this Amendment and any Other Document related thereto, (ii) the incumbency and signature of the officers of such Borrower authorized to execute this Amendment and such Other Documents, (iii) copies of the Organizational Documents of such Borrower as in effect on such date, complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation or related document, by the Secretary of State or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement and Limited Consent of formation not be a Liquidity Report prepared no more than thirty (30) 45 days prior to the date hereof and (iv) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the date hereof, issued by the Secretary of State or other appropriate official of such jurisdictionClosing Date; (ivvii) executed legal opinions Opinions of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP counsel for the Borrower, substantially in the forms of Exhibits J-1 and Xxxxxx Xxxxxxx LLP, which shall cover such matters incident to the transactions contemplated by this Amendment and related agreements as Agent may reasonably requireJ-2 hereto; and (vviii) all other documents Copies of the financial statements referred to in Sections 5.03(b)(i) and information as shall be reasonably requested by Agent or any Lender;5.03(c)(i) for the most recent fiscal periods prior to the Closing Date. (b) Agent The Borrower shall have received updated lien searches on each Borrower, paid all fees and expenses due and payable under the results of which shall be satisfactory to the Agent Fee Letters and the Required Lenders and shall reveal no liens other than Permitted Encumbrances;this Agreement. (c) (i) The representations and warranties made by the Loan Parties contained herein and in the Credit Agreement, as amended hereby, and the Other Documents, Article IV below shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereofClosing Date, and (ii) no event shall have occurred and be continuing, or would result from the execution and delivery of this Agreement or any other Credit Document, that constitutes an Event of Default or that would constitute an Unmatured Default; and the Borrower shall have delivered to the Administrative Agent a certificate of an authorized officer of the Borrower, certifying as if those representations and warranties were made for to the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other date;foregoing. (d) No Default or Event of Default shall exist under the Credit Agreement or any of the Other Documents, and no Default or Event of Default will result under the Credit Agreement or any Other Documents from the execution, delivery or performance of this Amendment; and (e) The Administrative Agent shall have received payment evidence satisfactory to it of the termination of the commitments under the Existing Credit Agreement and the satisfaction of all fees and expenses incurred obligations of the Borrower thereunder (other than any such obligations that, by Agent and their terms, survive the Required Lenders in connection termination of such agreement). Without limiting the generality of the provisions of the last paragraph of Section 7.03, for purposes of determining compliance with the Credit Agreementconditions specified in this Section 3.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Other Documents and this AmendmentAdministrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions Precedent to Effectiveness. The effectiveness of this Amendment Agreement is subject to the satisfaction fulfillment of the following conditions precedent, unless specifically waived in writing by Agent (the date on which the conditions have been satisfied or waived in writing by Agent, the “Effective Date”):: (a) The Administrative Agent shall have received a duly executed version of on or before the following documentsClosing Date the following, in each casedated the Closing Date, in form and substance satisfactory to Agent:the Administrative Agent and in sufficient copies for each Lender (except for the Notes): (i) Counterparts of this Amendment;Agreement, duly executed by the Borrower and the Guarantor. (ii) that certain Officer’s Closing Certificate, dated as Revolving Notes of the date hereofBorrower, duly made by Xxxxxxx to the order of each Lender in favor the amount of Agent;such Lender's Commitment. (iii) a Competitive Notes of the Borrower, duly made to the order of each Lender in the amount of such Lender's Commitment. (iv) The Swing Line Note of the Borrower, duly made to the order of the Swingline Lender in the amount set forth in Section 3.2(b)(i)(A) of this Agreement. (v) A certificate from the Vice President - Finance of the Parent Guarantor certifying that, after giving effect to the transactions contemplated by the Loan Documents, the Parent Guarantor and the Borrower are each Solvent on the Closing Date. (vi) A certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify Parent Guarantor certifying: (i) copies of resolutions in form and substance reasonably satisfactory to Agent, of the board of directors (or other equivalent governing body, member or partner) of such Borrower authorizing the execution, delivery and performance of this Amendment and any Other Document related thereto, (iiA) the incumbency names and signature true signatures of the officers of such Borrower the Parent Guarantor authorized to execute this Amendment sign the Loan Documents on behalf of the Parent Guarantor and such Other Documentsthe Borrower and the other documents to be delivered by the Parent Guarantor and the Borrower hereunder; (B) that attached thereto are true and correct copies of: (1) the Formation Documents of each of the Borrower and the Parent Guarantor, (iii2) copies the resolutions of the Organizational Parent Guarantor's board of directors and the necessary consents of the Borrower's partners, in each case, approving the Loan Documents to which each is a party; and (3) all other documents evidencing other necessary corporate or other action, if any, with respect to the execution, delivery, and performance by the Parent Guarantor and the Borrower of such Borrower the Loan Documents to which each is a party; and (C) that the resolutions or consents, as the case may be, referred to in the foregoing clause (B)(2) have not been modified, revoked or rescinded and are in full force and effect on such date. (vii) A certificate signed by the Vice President - Finance of the Parent Guarantor certifying as to: (A) the delivery to each of the Lenders, prior to the Closing Date, of true, correct and complete with copies (other than exhibits thereto) of all amendments theretoof the Disclosure Documents; and (B) the absence of any material adverse change in the business, certifiedcondition (financial or otherwise), operations, performance, properties or prospects of the Parent Guarantor, the Borrower or the Parent Guarantor and its Subsidiaries taken as a whole since June 30, 2000, except as disclosed in the Disclosure Documents. (viii) A certificate of a duly authorized officer of the Parent Guarantor stating that the representations and warranties contained in Section 8.1 of this Agreement of each of the Borrower and the Parent Guarantor are correct, in all material respects, on and as of the case Closing Date before and after giving effect to the Advances and issuances to be made on such date and the application of any Certificate the proceeds thereof, and no event has occurred and is continuing which constitutes an Event of FormationDefault or Unmatured Default, Certificate or would result from such initial Advances or issuances or the application of Incorporation the proceeds thereof. (ix) A certificate(s) issued by the appropriate tax departments or related documentagencies of North Carolina and Delaware with respect to the Borrower and North Carolina and Maryland with respect to the Parent Guarantor, to the effect that the Borrower and the Parent Guarantor, as applicable, have paid all income, sales and applicable taxes. (x) A certificate issued by the offices of the Secretary of State or other appropriate official of the state of the Borrower's and the Parent Guarantor's formation to the effect that each is legally existing and in good standing under the laws of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement and Limited Consent of formation not more than thirty state. (30xi) days prior to the date hereof and (iv) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) (or the equivalent thereof Certificates issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the date hereof, issued by office of the Secretary of State or other appropriate official of North Carolina and Delaware with respect to the Borrower, and North Carolina and Maryland with respect to the Parent Guarantor, to the effect that such entities are duly qualified and in good standing under the laws of such jurisdiction;states. (ivxii) executed legal Favorable opinions of Xxxx Xxxx Xxxxxxx Xxxxx of: (A) Goodxxx, Xxocter & Xxxx LLP and Xxxxxx Xxxxxxx LLPHoar XXX, which shall cover such matters incident counsel to the transactions contemplated by this Amendment Loan Parties, in substantially the form of Exhibit 7.1A hereto and related agreements as to each other matters as the Administrative Agent may reasonably requirerequest; and (vB) all Kennxxx, Xxvington, Lobdell, & Hickxxx XXX, Special North Carolina counsel to the Loan Parties, in substantially the form of Exhibit 7.1B hereto and as to each other documents matters as the Administrative Agent may reasonably request. (xiii) Such financial, business and other information regarding each Loan Party, and its Subsidiaries, as the Administrative Agent shall be have reasonably requested by Agent or any Lender;requested. (b) The Commitments (as defined in the Prior Agreement) of the Departing Lender shall have been assigned to and assumed by the Lenders. (c) All fees and other amounts payable pursuant to Section 6.3 hereof or pursuant to the Fee Letter shall have been paid (to the extent then due and payable). (d) The Administrative Agent shall have received updated lien searches on each Borrowersuch other approvals, opinions and documents as the results of which Majority Lenders, through the Administrative Agent, shall be satisfactory have reasonably requested as to the Agent and the Required Lenders and shall reveal no liens other than Permitted Encumbrances; (c) The representations and warranties made by legality, validity, binding effect or enforceability of the Loan Parties contained herein Documents or the financial condition, operations, properties or prospects of each Loan Party and in the Credit Agreement, as amended hereby, and the Other Documents, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the date hereof, as if those representations and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other date; (d) No Default or Event of Default shall exist under the Credit Agreement or any of the Other Documents, and no Default or Event of Default will result under the Credit Agreement or any Other Documents from the execution, delivery or performance of this Amendment; and (e) Agent shall have received payment of all fees and expenses incurred by Agent and the Required Lenders in connection with the Credit Agreement, the Other Documents and this Amendmenttheir respective Principal Subsidiaries.

Conditions Precedent to Effectiveness. The effectiveness obligation of this Amendment the Lender to make any Term Loan hereunder is subject to the satisfaction of condition precedent that, on or before the following conditions precedent, unless specifically waived in writing by Agent (the date on which the conditions have been satisfied or waived in writing by AgentClosing Date, the “Effective Date”): (a) Agent Lender shall have received a duly executed version each of the following documentsfollowing, in each case, in form and substance satisfactory to Agent: the Lender: (ia) this Amendment; Agreement, the Collateral Documents and the other Loan Documents to be entered into on the Closing Date, each signed by a Responsible Officer of each Loan Party and a duly authorized officer of each other party thereto, together with all other original items required to be delivered pursuant to the Collateral Documents or any other Loan Document; (ii) that certain Officer’s Closing Certificate, dated as of the date hereof, made by Xxxxxxx in favor of Agent; (iiib) a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) a Responsible Officer of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify Loan Party, attaching (i) copies of resolutions in form and substance reasonably satisfactory to Agent, of the board of directors (or other equivalent governing body, member or partner) of such Borrower authorizing the execution, delivery and performance of this Amendment and any Other Document related thereto, (ii) the incumbency and signature of the officers of such Borrower authorized to execute this Amendment and such Other Documents, (iii) copies of the Organizational Documents of such Borrower as in effect on Loan Party, (ii) resolutions or other action of the Governing Board of such date, complete with all amendments thereto, certified, in Loan Party approving the case of any Certificate of Formation, Certificate of Incorporation or related document, transactions and other matters contemplated by the Secretary Loan Documents to which it is a party, and (iii) an incumbency certificate evidencing the identity, authority and capacity of State or other appropriate official each Responsible Officer of such Borrower’s jurisdiction [Innovex] Third Amendment Loan Party authorized to 2nd A&R Credit act as a Responsible Officer in connection with this Agreement and Limited Consent of formation not more than thirty the other Loan Documents to which it is a party; (30c) days prior such other documents and certificates as the Lender may request relating to the date hereof organization, existence and (iv) the good standing of each Loan Party and any other legal matters relating to the Loan Parties, the Loan Documents or the transactions contemplated thereby; (d) a certificate of status, compliance or equivalent status) like certificate for each Loan Party and Subsidiary from the appropriate Governmental Authority of the jurisdiction of incorporation or formation of such Borrower in its Person and each jurisdiction of organizationwhere it is required to qualify to do business, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) each dated not more than thirty (30) days prior to the date hereofClosing Date; (e) a certificate of a Responsible Officer of the Company, issued dated as of the Closing Date and attaching reasonably detailed calculations demonstrating pro forma compliance with the minimum Liquidity covenant set forth in Section 6.8(d) after giving effect to the Term Loans to be funded on the Closing Date; (f) an appropriately completed Perfection Certificate with respect to the Borrowers and the other Loan Parties, dated as of the Closing Date and duly executed by a Responsible Officer of the Secretary of State Borrowers; (g) one or other appropriate official of such jurisdiction; (iv) executed legal more opinions of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP and Xxxxxx Xxxxxxx LLP, which shall cover such matters incident counsel to the transactions contemplated by this Amendment Loan Parties, addressed to the Lender and related agreements as Agent may reasonably require; and (v) all other documents dated the Closing Date, in form and information as shall be reasonably requested by Agent or any Lender; (b) Agent shall have received updated lien searches on each Borrower, the results of which shall be substance satisfactory to the Agent Lender (covering the jurisdiction of formation of each Loan Party, the jurisdiction of the governing law of each Loan Document and the Required Lenders jurisdiction in which any Farm Project Site is located, as applicable); (h) with respect to the Existing Bridge Indebtedness and shall reveal no liens any other than Permitted Encumbrances; (c) The representations and warranties made Indebtedness or other obligations owing by the Loan Parties contained herein and in the Credit Agreementto any Exiting Lenders: (i) evidence that all such Indebtedness has been, as amended hereby, and the Other Documents, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) or as of the date hereofClosing Date will be, as if those representations repaid in full in cash and warranties were made for the first time on all such dateobligations have been, except for those representations and warranties that are specifically made or as of another date which shall be true and correct in all material respects the Closing Date will be, terminated; (without duplication of any materiality qualifier contained thereinii) as of a payoff letter (accompanied by such other date; discharges, releases (d) No Default including, without limitation, mortgage releases), terminations or Event of Default shall exist under other documents as the Credit Agreement Lender may request in its sole discretion), in each case duly executed by the Exiting Lenders or any of the Other Documents, and no Default or Event of Default will result under the Credit Agreement or any Other Documents from the execution, delivery or performance of this Amendment; and (e) Agent shall have received payment of all fees and expenses incurred by Agent and the Required Lenders in connection with the Credit Agreement, the Other Documents and this Amendment.their

Conditions Precedent to Effectiveness. The effectiveness of this This Amendment is subject to shall be effective on the satisfaction date (the “Eighth Amendment Effective Date”) when each of the following conditions precedent, unless specifically waived in writing by Agent (the date on which the conditions shall have been satisfied or waived in writing by the sole discretion of Administrative Agent: (i) Each of the Credit Parties and the Lenders shall have delivered to Administrative Agent executed counterparts of this Amendment; (ii) Delivery to Administrative Agent, for the “Effective Date”):benefit of each Lender, a fee in an amount equal to 0.25% multiplied by each such Lender’s Revolving Loan Commitment; (aiii) Delivery to Administrative Agent shall have received of duly executed Assignment Agreements, each dated as of the date hereof, by and between: (A) JPMorgan Chase Bank, N.A., as assignor, and GE Capital, as assignee; (B) CIT Group/Business Credit, Inc., as assignor, and GE Capital, as assignee; (C) UBS Loan Finance LLC, as assignor, and GE Capital, as assignee; (D) Wachovia Bank, National Association, as assignor, and GE Capital, as assignee; and (E) Bank of America, N.A., as assignor, and GE Capital, as assignee; (iv) Delivery to Administrative Agent of a duly executed version Third Amended and Restated Revolving Note of GE Capital from Borrower reflecting the revised Revolving Loan Commitment of GE Capital and dated as of the following documentsdate hereof; (v) Delivery to Administrative Agent of a fully executed amendment to the Term Loan Agreement pursuant to which the current maturity date of April 1, 2008 thereunder shall have been extended to a date no earlier than July 1, 2008; (vi) Delivery to Administrative Agent and the Lenders of (A) a purchase agreement in final form governing the sale of certain assets of the Borrower (separately disclosed by the Borrower to Administrative Agent and the Lenders on the date hereof) to an unaffiliated third-party buyer (the “Buyer”) (the “Designated Asset Sale”) for total cash consideration of not less than the amount separately disclosed by the Borrower to Administrative Agent and the Lenders on the Eighth Amendment Effective Date as the anticipated amount of such consideration, and on other terms and conditions reasonably satisfactory to Administrative Agent and (B) a letter from the Buyer addressed to the Borrower confirming such purchase agreement to be in final form, on terms and conditions satisfactory to Administrative Agent. The Borrower hereby agrees that if the closing of the Designated Asset Sale occurs prior to any refinancing of the Term Loans, the Net Cash Proceeds (as defined in the Term Loan Agreement) from the Designated Asset Sale shall be applied to prepay the Term Loans as provided in Section 2.06(b) of the Term Loan Agreement; (vii) Delivery to Administrative Agent and each caseLender of a financial plan calculating the Borrowing Availability projections weekly for Fiscal Months March 2008 and April 2008, in form and substance satisfactory to Agent: (i) this Amendment; (ii) that certain Officer’s Closing Certificate, dated as of the date hereof, made by Xxxxxxx in favor of Administrative Agent; (iiiviii) Delivery to Administrative Agent of a certificate of the Secretary or Assistant Secretary (or other equivalent officerduly executed fee letter, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify (i) copies of resolutions in form and substance reasonably satisfactory to Administrative Agent, of the board of directors (or other equivalent governing body, member or partner) of such Borrower authorizing the execution, delivery and performance of this Amendment and any Other Document related thereto, (ii) the incumbency and signature of the officers of such Borrower authorized to execute this Amendment and such Other Documents, (iii) copies of the Organizational Documents of such Borrower as in effect on such date, complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation or related document, by the Secretary of State or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement and Limited Consent of formation not more than thirty (30) days prior to the date hereof and (iv) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the date hereof, issued by the Secretary of State or other appropriate official of such jurisdiction; (iv) executed legal opinions of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP and Xxxxxx Xxxxxxx LLP, which shall cover such matters incident to the transactions contemplated by this Amendment and related agreements as Agent may reasonably require; and (vix) all other Delivery to Administrative Agent of such additional agreements, documents and information as shall be reasonably requested by Agent or any Lender; (b) Agent shall have received updated lien searches on each Borrowerinstruments, the results of which shall be satisfactory to the Agent and the Required Lenders and shall reveal no liens other than Permitted Encumbrances; (c) The representations and warranties made by the Loan Parties contained herein and in the Credit Agreementif any, as amended hereby, and the Other Documents, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the date hereof, as if those representations and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other date; (d) No Default or Event of Default shall exist under the Credit Agreement or any of the Other Documents, and no Default or Event of Default will result under the Credit Agreement or any Other Documents from the execution, delivery or performance of this Amendment; and (e) Administrative Agent shall have received payment of all fees and expenses incurred by Agent and the Required Lenders in connection with the Credit Agreement, the Other Documents and this Amendmentmay reasonably request.

Conditions Precedent to Effectiveness. (a) The resignation of the Existing Administrative Agent and Existing Collateral Agent, the appointment of the Successor Administrative Agent and Successor Collateral Agent and the other matters contemplated in Article I above and the effectiveness of the amendments set forth in Section 2.1 of this Amendment Amendment, including the obligation of each Refinancing Term Lender to make, a New Term Loan, is subject to the satisfaction or waiver of the following conditions precedent, unless specifically waived in writing by Agent (the date on which of such satisfaction or waiver of such conditions being referred to herein as the “Fifth Amendment Effective Date” and the time of such satisfaction or waiver of such conditions have been satisfied or waived in writing by Agentbeing referred to herein as the, the “Fifth Amendment Effective DateTime”): (a1) the Parent Borrower, the OpCo Borrower, the Existing Administrative Agent, the Existing Collateral Agent, the Successor Administrative Agent, the Successor Collateral Agent and the Refinancing Term Lenders representing 100% of the New Term Loan Commitments have each delivered a duly executed counterpart of this Amendment to the Administrative Agent; (2) each Guarantor shall have delivered a duly executed counterpart of the acknowledgment and consent attached to this Amendment (the “Acknowledgment”) to the Successor Administrative Agent; (3) the Successor Administrative Agent shall have received (A) a certificate from each of the Borrowers and each other Loan Party, dated the Fifth Amendment Effective Date, substantially in the form of Exhibit F to the Credit Agreement, with appropriate insertions and attachments of resolutions or other actions, evidence of incumbency and the signature of authorized signatories and Organizational Documents, executed by a Responsible Officer and the Secretary or any Assistant Secretary or other authorized representative of such Loan Party and (B) a good standing certificate (or the equivalent thereof) for each of the Loan Parties from its jurisdiction of formation; (4) the Successor Administrative Agent shall have received a duly executed version of the following documentscertificate, in each case, in form and substance satisfactory to Agent: (i) this Amendment; (ii) that certain Officer’s Closing Certificate, dated as of the date hereof, made by Xxxxxxx in favor of Agent; (iii) a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify (i) copies of resolutions in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors (or other equivalent governing body, member or partner) of such Parent Borrower authorizing the execution, delivery and performance of this Amendment and any Other Document related thereto, (ii) the incumbency and signature dated as of the officers of such Borrower authorized to execute this Fifth Amendment and such Other Documents, (iii) copies Effective Date signed by a Responsible Officer of the Organizational Documents of such Parent Borrower certifying as in effect on such date, complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation or related document, by the Secretary of State or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement and Limited Consent of formation not more than thirty (30) days prior to the date hereof matters set forth in clauses (5) and (iv6) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the date hereof, issued by the Secretary of State or other appropriate official of such jurisdictionbelow; (iv5) executed legal opinions each of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP and Xxxxxx Xxxxxxx LLP, which shall cover such matters incident to the transactions contemplated by this Amendment and related agreements as Agent may reasonably require; and (v) all other documents and information as shall be reasonably requested by Agent or any Lender; (b) Agent shall have received updated lien searches on each Borrower, the results of which shall be satisfactory to the Agent and the Required Lenders and shall reveal no liens other than Permitted Encumbrances; (c) The representations and warranties made by the any Loan Parties contained herein and in Party pursuant to the Credit AgreementAgreement and any other Loan Document to which it is a party shall, as amended herebyexcept to the extent that they relate to a particular date, and the Other Documents, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof, Fifth Amendment Effective Date as if those representations made on and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other date; (d6) No no Default or Event of Default shall exist have occurred and be continuing on the Fifth Amendment Effective Date after giving effect to the effectiveness hereof; (7) the Parent Borrower shall have delivered to the Successor Administrative Agent and the Lenders an opinion from each of Debevoise & Pxxxxxxx LLP and Rxxxxxxx, Xxxxxx & Finger, P.A., in form and substance reasonably satisfactory to the Successor Administrative Agent and dated as of the Fifth Amendment Effective Date; (i) the Successor Administrative Agent shall have received at least three (3) Business Days prior to the Fifth Amendment Effective Date all documentation and other information that has been requested in writing by the Successor Administrative Agent at least five (5) Business Days prior to the Fifth Amendment Effective Date regarding the Loan Parties reasonably requested by the Successor Administrative Agent in order to allow the Successor Administrative Agent to comply with applicable “know your customer” and anti-money laundering rules and regulations, and (ii) with respect to each Loan Party or any Subsidiary thereof that qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), the Successor Administrative Agent shall have received at least three (3) Business Days prior to the Fifth Amendment Effective Date a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation in relation to such Loan Party or such Subsidiary. (9) (A) the Borrowers shall have paid to the Existing Administrative Agent, (x) for the ratable account of each Existing Term Lender, all accrued and unpaid interest in respect of the Existing Term Loans owing to each such Existing Term Lender as of the Fifth Amendment Effective Date and (y) all reasonable and documented out-of-pocket expenses incurred by the Existing Administrative Agent, in connection with the preparation, negotiation, execution, delivery and administration of this Amendment and (B) JPMorgan Chase Bank, N.A., as Lead Arranger and the Successor Administrative Agent, shall have received all fees and expenses related to the New Term Loans to the extent due (which may be offset against the proceeds thereof); (10) with respect to the initial New Term Loans, the Successor Administrative Agent shall have received a notice of such Borrowing as required by Subsection 2.3 of the Credit Agreement (or any such notice shall have been deemed given in accordance with Subsection 2.3 of the Other Documents, and no Default or Event of Default will result under the Credit Agreement or any Other Documents from the execution, delivery or performance of this AmendmentAgreement); and (e11) the Successor Administrative Agent and the ABL Agent shall have received payment executed and delivered the Notice of all fees and expenses incurred Successor Agent Under Intercreditor Agreement, dated as of the Fifth Amendment Effective Date. The making of New Term Loans by the Refinancing Term Lenders shall conclusively be deemed to constitute an acknowledgment by the Administrative Agent and each Lender that each of the Required Lenders conditions precedent set forth herein shall have been satisfied in connection accordance with the Credit Agreement, the Other Documents and this Amendmentits respective terms or shall have been irrevocably waived by such Person.

Conditions Precedent to Effectiveness. The effectiveness of this Amendment is Agreement shall be subject to the satisfaction of each of the following conditions precedent, unless specifically waived in writing by Agent (the date on which the conditions have been satisfied or waived in writing by Agent, the “Effective Date”):conditions: (a) The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Lenders and the Existing Lenders, (i) a favorable written opinion of Xxxx Xxxxx, Esq., General Counsel of the Borrower, substantially to the effect set forth in Exhibit D-1, and (ii) a favorable written opinion of each local counsel listed on Schedule 4.01(a), substantially to the effect set forth in Exhibit D-2, in each case dated the Effective Date. (b) All legal matters incident to this Agreement and the other Loan Documents shall be reasonably satisfactory to the Lenders and to the Administrative Agent. (c) The Administrative Agent shall have received a duly executed version of the following documents, in each case, in form and substance satisfactory to Agent: (i) this Amendment; a certificate as to the good standing of the Borrower from the applicable Governmental Authority; (ii) that certain Officer’s Closing Certificate, dated as of the date hereof, made by Xxxxxxx in favor of Agent; (iii) a certificate of the Secretary or Assistant Secretary of the Borrower, dated the Effective Date, and certifying (or other equivalent officer, partner or managerA) that there has been no amendment to the by-laws of each Borrower in form and substance such corporation since a date satisfactory to Agent dated as of the date hereof which shall certify Administrative Agent, (iB) copies that attached thereto is a true and complete copy of resolutions in form and substance reasonably satisfactory to Agent, of duly adopted by the board of directors (or other equivalent governing body, member or partner) of such Borrower corporation authorizing the execution, delivery and performance of this Amendment Agreement and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing this Agreement or any Other Document related thereto, other document delivered in connection herewith on behalf of the Borrower; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) the incumbency and signature above. (d) The Administrative Agent shall have received (i) a copy of the officers certificate of such Borrower authorized to execute this Amendment and such Other Documentsincorporation or articles of incorporation, (iii) copies of the Organizational Documents of such Borrower as in effect on such date, complete with including all amendments thereto, certifiedand a certificate as to the good standing of each of the Cedarapids Companies, in the each case certified as of any Certificate of Formation, Certificate of Incorporation or related document, a recent date by the Secretary of State of the state of its organization; (ii) a certificate of the Secretary or other appropriate official Assistant Secretary of each of the Cedarapids Companies dated the Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of such Borrower’s jurisdiction [Innovex] Third Amendment person as in effect on the Effective Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors of such person on the Effective Date authorizing the execution, delivery and performance of the Loan Documents to 2nd A&R Credit Agreement which such person is a party and Limited Consent that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of formation incorporation of such person have not more than thirty been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (30i) days prior above, and (D) as to the date hereof incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such person; and (iviii) the good standing (or equivalent status) a certificate of such Borrower in its jurisdiction of organization, another officer as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the date hereof, issued by incumbency and specimen signature of the Secretary of State or other appropriate official of such jurisdiction;Assistant Secretary executing the certificate pursuant to (ii) above. (ive) executed legal opinions of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP and Xxxxxx Xxxxxxx LLP, which shall cover such matters incident to the transactions contemplated by this Amendment and related agreements as Agent may reasonably require; and (v) all other documents and information as shall be reasonably requested by Agent or any Lender; (b) The Administrative Agent shall have received updated lien searches on each a certificate, signed by a Financial Officer of the Borrower, dated the results of which shall be satisfactory to Effective Date, and confirming that (i) the Agent and the Required Lenders and shall reveal no liens other than Permitted Encumbrances; (c) The representations and warranties made by the Loan Parties contained herein and set forth in the Credit Agreement, as amended hereby, and the Other Documents, shall be Article III hereof are true and correct in all material respects respects, (without duplication of any materiality qualifier contained thereinii) as of the date hereof, as if those representations Borrower and warranties were made for each other Loan Party is in compliance with the first time on terms and provisions set forth herein and in each other Loan Document to be observed or performed by the Borrower or such date, except for those representations Loan Party and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained thereiniii) as of such other date; (d) No Default or Event of Default shall exist under the Credit Agreement or any of the Other Documents, and no Default or Event of Default will result under the Credit Agreement or any Other Documents from the execution, delivery or performance of this Amendment; andhas occurred and is continuing. (ef) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all fees out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (g) The Administrative Agent or its counsel shall have received counterparts of this Agreement which, when taken together, bear the signatures of the Borrower, the Required Lenders under the Original Tranche C Credit Agreement and expenses incurred each of the Cedarapids Lenders. (h) Each of the Cedarapids Companies shall have duly executed and delivered to the Collateral Agent a supplement to the Pledge Agreement, the Security Agreement, the Indemnity, Subrogation and Contribution Agreement and the Subsidiary Guarantee Agreement. (i) The Collateral Agent shall have received a duly executed Perfection Certificate (as defined in the Security Agreement) with respect to the Cedarapids Companies dated the Effective Date. (j) The Collateral Agent shall have received (i) the results of a search of the Uniform Commercial Code filings (or other equivalent filings) made with respect to the Cedarapids Companies in the states (or other jurisdictions) in which the chief executive office of each such person is located, any offices of such persons in which records have been kept relating to Accounts (as defined in the Security Agreement) and the other jurisdictions in which Uniform Commercial Code filings (or other equivalent filings) are to be made, (ii) copies of the financing statements (or similar documents) disclosed by the search referred to in clause (i) above and (iii) evidence satisfactory to the Collateral Agent that the Liens indicated in any financing statement (or similar document) provided pursuant to clause (ii) above would be permitted under Section 6.02 or have been released. (k) Each document (including each Uniform Commercial Code financing statement) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid, legal and perfected first-priority security interest in and lien on the Collateral (as defined in the Security Agreement) owned by any of the Cedarapids Companies shall have been delivered to the Collateral Agent. (i) Each of the Security Documents, in form and substance reasonably satisfactory to the Lenders, relating to each of the Mortgaged Properties owned or leased by any of the Cedarapids Companies shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 and (iii) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by First American Title Insurance Company, together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Collateral Agent and the Required Lenders Lenders, insuring the Mortgages relating to such Mortgaged Properties as valid first liens on such Mortgaged Properties, free of Liens other than those permitted under Section 6.02, together with such surveys, abstracts and appraisals reasonably available and legal opinions required to be furnished pursuant to the terms of such Mortgages or as reasonably requested by the Collateral Agent or the Lenders. (i) The Administrative Agent shall have received copies of and be reasonably satisfied with the terms and conditions of the Cedarapids Acquisition Documents and (ii) the Cedarapids Acquisition shall have been consummated, or shall be consummated simultaneously with the effectiveness of this Agreement, in accordance with applicable law and the Cedarapids Acquisition Documents, without giving effect to any material waiver or amendment thereof not approved in writing by the Administrative Agent. (n) The Administrative Agent shall be satisfied as to the amount and nature of any environmental and employee health and safety exposures to which the Cedarapids Companies may be subject and the plans of the Borrower or Cedarapids with respect thereto. (o) All requisite Governmental Authorities and third parties shall have approved or consented to the Transactions to the extent required, and there shall be no governmental or judicial action, actual or threatened, that could reasonably be expected to have a Material Adverse Effect or restrain, prevent or impose burdensome conditions on the Transactions. (p) The Administrative Agent shall be reasonably satisfied that not less than $45,000,000 of cash shall have been used to finance a portion of the consideration paid in connection with the Cedarapids Acquisition and that except for the proceeds of the Cedarapids Loans, no other debt (including without limitation any Powerscreen Borrowings or any borrowings under the Existing Credit Agreement) shall have been used to finance the Cedarapids Acquisition; provided, however, that the Borrower shall be entitled to use the proceeds of Powerscreen Loans or Existing Revolver Loans to finance the Cedarapids Acquisition, but only to the extent that the Borrower shall have Permitted Investments and/or cash on its books in excess of $45,000,000 on the Effective Date. (q) Except as provided for in the Cedarapids Acquisition Documents, all existing Indebtedness of any of the Cedarapids Companies shall have been repaid in full, the Other Documents commitments (if any) thereunder canceled and all security and guarantees (if any) therefor released and discharged. (r) Each Loan Document other than this AmendmentAgreement shall be in full force and effect.