Common use of Conditions Subsequent Clause in Contracts

Conditions Subsequent. (A) The Issuer shall have submitted to the Debenture Trustee, in a form and manner satisfactory to the Debenture Trustee, the following: (i) resolution of the board or a committee thereof for allotment and issue of the letter of allotment on the Deemed Date of Allotment; (ii) Certified true copy of evidence certified by its company secretary with respect to the tax dues / liabilities of the Issuer as shown on the online portal of the income tax department. (B) The Issuer shall maintain a complete record of all private placement offers made by it in relation to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4.

Conditions Subsequent. (A) The Issuer 5.01 It shall be a condition subsequent to this Second Amendatory Agreement that the Agent shall have submitted to received each of the Debenture Trustee, following in a form and manner substance satisfactory to the Debenture TrusteeAgent not later than January 30, 2009 or such later date as the followingAgent, after consultation with the Borrower and with the consent of the Majority Lenders, may specify for such purpose: (a) a copy of a resolution of the board of directors or sole member, as appropriate, of each Obligor: (i) resolution of approving the board terms of, and the transaction contemplated by, this Second Amendatory Agreement and resolving that it execute this Second Amendatory Agreement and any other documents contemplated hereby to which it is or is to be a committee thereof for allotment and issue of the letter of allotment on the Deemed Date of Allotment;party; and (ii) Certified true copy of evidence certified by its company secretary with respect authorizing a specified person or persons to the tax dues / liabilities of the Issuer as shown on the online portal of the income tax department. (B) The Issuer shall maintain a complete record of all private placement offers made by it in relation to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of execute this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, Second Amendatory Agreement and any other documents required contemplated hereby to create and/or perfect which it is or is to be a party; and (b) a certificate of an officer of the SecurityBorrower, dated as of a current date (the statements made in such certificate shall be true on and as of such date), certifying as to (i) the absence of any amendments to the Debenture articles of incorporation and by-laws, or certificate of formation and limited liability company agreement of each Obligor previously certified to the Agent pursuant to Clauses 4.1 or 4.2(a) of the Credit Agreement, (ii) the due incorporation or formation, as the case may be, and good standing of each. Obligor, as a corporation or limited liability company formed under the laws of the Republic of The Xxxxxxxx Islands and the absence of any proceeding for the dissolution or liquidation of such Obligor, (iii) that the representations and warranties of each Obligor contained in this Second Amendatory Agreement are true and correct, and (iv) the absence of any Default. (c) documentary evidence that the underwriters under the Time Charter Default Credit Insurance Policy No. 823901 issued to certain Guarantors have consented to the assignments in favor of the Security Trustee within of such Guarantors’ respective rights to the time period moneys due and to become due under or in connection with Approved Charters; (d) documentary evidence that the Security Trustee has been named the sole loss payee of the insurances described in the preceding subclause (c), and that no other loss payee of such insurances may be named without the prior written consent of the Security Trustee; (e) an amendment to the Mortgage relating to each Ship subject to a Mortgage as stipulated under Section 4of the date of this Second Amendatory Agreement, duly executed by the relevant Guarantor to secure the Credit Agreement as amended by this Second Amendatory Agreement; (f) a Certificate of Ownership and Encumbrance issued by the Maritime Administrator for the Xxxxxxxx Islands (or other relevant authority) stating that each of the Ships referred to in the preceding subclause (e) is owned by the relevant Guarantor and that there is on record no Security on such Ship except the relevant Mortgage as amended in accordance herewith; (g) a favorable opinion of Messrs. Xxxxxx & Xxxxxx LLP, counsel for the Obligors, in respect of this Second Amendatory Agreement, the Mortgage amendments referred to in the preceding subclause (e), and as to such other matters as the Agent may reasonably require; and (h) payment to the Agent (for the account of the Lenders) of an amendment fee of $3,375,000 (being one quarter of one percent (0.25%) of the Total Commitments as of the date hereof). 5.02 It shall be a further condition subsequent to this Second Amendatory Agreement that the Agent shall have received each of the following in form and substance satisfactory to the Agent not later than March 31, 2009 or such later date as the Agent, after consultation with the Borrower and with the consent of the Majority Lenders, may specify for such purpose (the date on which such items shall have been so received by the Agent, the “Final Condition Subsequent Satisfaction Date”): (a) documentary evidence that, (i) with the consent of YDS, each of Avlona Shipping S.A., Kampia S.A., Pyrgi Shipping SA., Delfini Shipping S.A., Olympi Shipping S.A. and Fountana Shipping S.A. shall have acceded to the YDS Agreement, and that the references in the YDS Agreement to “Avlana Shipping S.A.” are corrected to “Avlona Shipping S.A.”, and (ii) each trading house party to each Shipbuilding Contract referred to in the YDS Agreement has acceded thereto; and (b) documentary evidence that the issuer of each of the Refund Guarantees relating to the Shipbuilding Contract to which each of Kampia Shipping S.A., Xxxxxx Shipping S.A., Pyrgi Shipping S.A., Delfini Shipping S.A., Olympi Shipping S.A.

Conditions Subsequent. (Aa) The Issuer Within 30 days of the date hereof (or such later time as the US Administrative Agent may allow in its sole discretion) the US Administrative Agent shall have submitted received a deposit account control agreement relating to the Debenture Trusteeeach deposit account listed on Exhibit A hereto, in a each case, in form and manner substance satisfactory to the Debenture TrusteeUS Administrative Agent. (b) Within 90 days of the date hereof (or such later time as the US Administrative Agent may allow in its sole discretion) the US Administrative Agent shall have received, with respect to each parcel of real property listed on Schedule IV of the Credit Agreement, each of the following, in form and substance reasonably satisfactory to the US Administrative Agent: (i) resolution of the board or a committee thereof for allotment and issue of the letter of allotment Mortgage on the Deemed Date of Allotmentsuch property; (ii) Certified true copy evidence that a counterpart of evidence the Mortgage has been recorded in the place necessary, in the Administrative Agent’s judgment, to create a valid and enforceable first priority Lien in favor of the Administrative Agent for the benefit of itself and the Secured Parties; (iii) ALTA or other mortgagee’s title policy; (iv) an ALTA survey prepared and certified by its company secretary with respect to the tax dues / liabilities Administrative Agent by a surveyor acceptable to the Administrative Agent; (v) an opinion of counsel in the state in which such parcel of real property is located in form and substance and from counsel reasonably satisfactory to the Administrative Agent; (vi) if any such parcel of real property is determined by the Administrative Agent to be in a flood zone, a flood notification form signed by the applicable Credit Party and evidence that flood insurance is in place for the building and contents, all in form and substance satisfactory to the Administrative Agent; (vii) a current appraisal of the Issuer as shown on real property prepared by an appraiser reasonably acceptable to the online portal Administrative Agent, and in form and substance satisfactory to the Lenders; (viii) Phase I environmental assessment of the income tax departmentreal property prepared by an environmental engineer reasonably acceptable to the Administrative Agent, and accompanied by such reports, certificates, studies or data as Administrative Agent may reasonably require; and (ix) such other information, documentation, and certifications as may be reasonably required by the US Administrative Agent. (Bc) The Issuer US Borrower shall maintain a complete record have paid or made arrangements to pay all applicable recording taxes, fees, charges, costs and expenses required for the recording of all private placement offers made by it in relation any Security Documents or amendments or modifications thereto to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures be recorded in accordance with the provisions of this Section 2.8 of this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law27. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4.

Conditions Subsequent. (Aa) The Issuer This Waiver shall be subject to the condition subsequent that each holder of Notes shall have submitted to the Debenture Trusteereceived on or before November 15, 2006, a waiver fee, whether or not such holder has signed this Waiver, in a form and manner satisfactory an amount equal to the Debenture Trustee, the following: (i) resolution 0.22% of the board or a committee thereof for allotment and issue aggregate outstanding principal amount of the letter Notes held by such holder of allotment on Notes. Such fee shall be deemed earned when paid and shall not be subject to recovery or repayment in the Deemed Date of Allotment; (ii) Certified true copy of evidence certified by its company secretary with respect to the tax dues / liabilities of the Issuer as shown on the online portal of the income tax departmentevent this Waiver is terminated or rescinded for any reason. (Bb) The Issuer This Waiver shall maintain a complete record of all private placement offers made by it in relation be further subject to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rulescondition subsequent that the Noteholders shall have received, 2014. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 (four) 10 Business Days from the Issue Closing Date date hereof, a copy of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this Waiver, certified by its Secretary or such shorter timeline as prescribed under Lawan Assistant Secretary, together with documentation evidencing all other proceedings taken in connection with the transactions contemplated by this Waiver, and all documents necessary to the consummation thereof, in Form PAS-3 each case, which shall be reasonably satisfactory in form and substance to the Noteholders and Chapman and Cutler LLP, their special counsel. (c) This Wxxxxx xhall xx xxxther subject to the condition subsequent that the Company shall pay the reasonable fees and disbursements of the Noteholders' special counsel, Chapman and Cutler LLP, incurred in connection with the xxxxxxxtion, xxxxxxation, execution and delivery of this Waiver and the transactions contemplated hereby within one (1) Business Day from the date that such fees and disbursements are invoiced to the Company. Further, upon receipt of any supplemental statement after the initial invoice, the Company will pay such additional fees and disbursements of the Noteholders' special counsel which were not reflected in their accounting records as of the time of the delivery of the initial statement of fees and disbursements. The payment of the fees and disbursements pursuant to this Section 4(c) does not preclude the Noteholders' rights to indemnification and reimbursement for other costs and expenses as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing 16 of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable LawNote Purchase Agreement. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4.

Conditions Subsequent. (Aa) The Issuer By no later than February 7, 2003, Borrower shall have submitted deliver to the Debenture Trustee, Lender evidence in a form and manner substance satisfactory to Lender of the Debenture Trustee, waiver by Congress of any defaults or events of default that have occurred as of the following:date of such waiver of delivery under the Working Capital Facility. (ib) resolution of By no later than the board date which is 90 days from the First Amendment Effective Date, Borrower shall (a) duly execute and deliver to Lender a Mortgage on certain real property acceptable to Lender (the “Additional Property”) (it being understood that a first priority Mortgage on Borrower’s fee property located in Huntington, New York or a committee thereof for allotment second priority Mortgage on each of Borrower’s fee properties referred to as stores numbered 99, 101, 106, 140, 163, 623 and issue 628 (subject only to first mortgages on such properties in the aggregate of the letter not more than $7,900,000) shall be acceptable to Lender), which, when filed, will create in favor of allotment Lender a perfected security interest in and mortgage on the Deemed Date Additional Property free and clear of Allotment; Liens other than Permitted Liens, all in form and substance satisfactory to Lender in its sole and absolute discretion; (iib) Certified true copy of evidence certified by its company secretary cause to be delivered to Lender, an ALTA form loan policy or policies from the Title Company (I) insuring the Mortgage on the Additional Property to be a valid lien with respect to the tax dues / liabilities of the Issuer such Fee Property, (II) without exceptions and subject to no Liens (other than Permitted Liens), (III) in policy amounts acceptable to Lender, (IV) with such endorsements and affirmative coverage as shown on the online portal of the income tax department. Lender shall require and (BV) The Issuer shall maintain a complete record of all private placement offers made by it in relation to the Debentures otherwise in form PAS–5 as provided and substance acceptable to Lender in Companies its sole and absolute discretion; (Prospectus and Allotment of Securitiesc) Rulesprovide evidence reasonably satisfactory to Lender that Borrower has paid (or reimbursed Lender), 2014. (C) The Issuer shall file a return of allotment of or deposited with Lender an amount sufficient for the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Lawpayment of, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rulesall applicable mortgage recording taxes, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required bytransfer taxes, and within the timelines as stipulated bytitle charges, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, filing fees and any other documents required to create and/or perfect fees, costs or expenses in connection with the Securityforegoing; and Lender shall be satisfied that Borrower has sufficient right, title and interest in and to the Debenture Trustee within Additional Property; (d) deliver to Lender updated Schedules to the time period Credit Agreement reflecting the addition of the Additional Property to the Collateral and such other documents or information as stipulated under Section 4Lender may reasonably request.

Conditions Subsequent. (Aa) The Issuer This Waiver shall be subject to the condition subsequent that each holder of Series A Notes shall have submitted to the Debenture Trusteereceived on or before November 15, 2006, a waiver fee, whether or not such holder has signed this Waiver, in a form and manner satisfactory an amount equal to the Debenture Trustee, the following: (i) resolution 0.22% of the board or a committee thereof for allotment and issue aggregate outstanding principal amount of the letter Series A Notes held by such holder of allotment on Series A Notes. Such fee shall be deemed earned when paid and shall not be subject to recovery or repayment in the Deemed Date of Allotment; (ii) Certified true copy of evidence certified by its company secretary with respect to the tax dues / liabilities of the Issuer as shown on the online portal of the income tax departmentevent this Waiver is terminated or rescinded for any reason. (Bb) The Issuer This Waiver shall maintain a complete record of all private placement offers made by it in relation be further subject to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rulescondition subsequent that the Noteholders shall have received, 2014. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 (four) 10 Business Days from the Issue Closing Date date hereof, a copy of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this Waiver, certified by its Secretary or such shorter timeline as prescribed under Lawan Assistant Secretary, together with documentation evidencing all other proceedings taken in connection with the transactions contemplated by this Waiver, and all documents necessary to the consummation thereof, in Form PAS-3 each case, which shall be reasonably satisfactory in form and substance to the Noteholders and Chapman and Cutler LLP, their special counsel. (c) This Waiver xxxxx be fuxxxxx subject to the condition subsequent that the Company shall pay the reasonable fees and disbursements of the Noteholders' special counsel, Chapman and Cutler LLP, incurred in connection with the negotixxxxx, prepaxxxxxx, execution and delivery of this Waiver and the transactions contemplated hereby within one (1) Business Day from the date that such fees and disbursements are invoiced to the Company. Further, upon receipt of any supplemental statement after the initial invoice, the Company will pay such additional fees and disbursements of the Noteholders' special counsel which were not reflected in their accounting records as of the time of the delivery of the initial statement of fees and disbursements. The payment of the fees and disbursements pursuant to this Section 4(c) does not preclude the Noteholders' rights to indemnification and reimbursement for other costs and expenses as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing 16 of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable LawNote Purchase Agreement. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4.

Conditions Subsequent. (A) The Issuer It shall be a condition subsequent to this Agreement that the Bank shall have submitted to the Debenture Trustee, received in a form and manner substance satisfactory to it within 60 days of the Debenture Trustee, the following:Effective Date:- (ia) to the extent not provided on the Effective Date, a copy certified a true and up to date copy by the Secretary of each Borrower which is a non UK Borrower or a non US Borrower, and each other non UK Obligor or non US Obligor, of the Certificate of Incorporation and Memorandum and Articles of Association or their equivalent constitutional documents; and (b) to the extent not provided on the Effective Date, a copy, certified a true and up to date copy by the Secretary of each UK Obligor and US Obligor, of a resolution of the board of directors of such UK Obligor or a committee thereof for allotment US Obligor approving the execution and issue delivery of the letter UK Finance Documents or the US Finance Documents (as the case may be) to which it is a party and the performance of allotment its obligations thereunder and authorising a person or persons (specified by name) on behalf of each UK Obligor or US Obligor (as the Deemed Date of Allotment; (iicase may be) Certified true copy of evidence certified by its company secretary with respect to sign and deliver the tax dues / liabilities of the Issuer as shown on the online portal of the income tax department. (B) The Issuer shall maintain a complete record of all private placement offers made by it in relation to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, UK Finance Documents and any other documents to be delivered by it pursuant thereto and to give all notices which may be required to create and/or perfect be given on its behalf under the SecurityUK Finance Documents or US Finance Documents (as the case may be); (c) to the extent not provided on the Effective Date, a certificate authenticated by the Secretary of each UK Obligor and US Obligor setting out the names and signatures of the persons authorised to sign, on behalf of such UK Obligor and US Obligor, the UK Finance Documents or the US Finance Documents (as the case may be) and any other documents to be delivered by such UK Obligor and US Obligor pursuant thereto; (d) to the extent not provided on the Effective Date, a certificate signed by the Secretary of each UK Obligor and US Obligor stating that their execution of the UK Finance Documents and the US Finance Documents to which it is a party and the exercise by it of its rights and the performance by it of its obligations thereunder are within its corporate powers, have been approved by all necessary corporate action and will not cause any limit or restriction on any of its powers (whether imposed by law, decree, rule, regulation, its Memorandum or Articles of Association (or equivalent Constitutional documents), agreement or otherwise) or on the right or ability of its directors to exercise such powers, to be exceeded or breached; (e) (if any resolution described in Clause 3.1(b) above did not expressly refer to the Debenture Trustee within execution of the time period as stipulated under Section 4Intercreditor Agreement or any other UK Finance Document or US Finance Document), a copy, certified a true and up to date copy by the Secretary of each relevant UK Obligor and US Obligor which executed the Intercreditor Agreement and/or such other Finance Document, of a resolution of the board of directors of such UK Obligor or US Obligor ratifying, for the avoidance of doubt, the execution and delivery of the Intercreditor Agreement.

Conditions Subsequent. The Borrower shall be obliged to complete the following conditions (A"Conditions Subsequent") The Issuer shall have submitted in the manner and within the timelines provided herein to the Debenture Trusteesatisfaction of the Lender: (a) the Borrower shall be required to provide an end use statement / other relevant proof as acceptable to the Lender, if requested by Xxxxxx within the time prescribed by the Lender. In case the Borrower is a body corporate, the Borrower shall also be required to furnish a certificate from its statutory auditors in a the form and manner satisfactory required by the Lender, certifying the end-use of the funds and stating clearly that there is no diversion/siphoning of funds by the Borrower. (b) (In case of a Loan being availed of for Purpose of replacement of/switchover of a loan earlier availed of by the Borrower from another bank/financial institution) the Borrower shall have completed the following actions and submitted the following documents to the Debenture TrusteeLender, on the followingDate of Disbursement or within 1 (one) Business Day of the Date of Disbursement: (i) resolution A letter (in form and manner acceptable to the Lender) clearly setting out that such other bank/financial institution has released entirely, the charge created in its favour over the Property and any other assets secured in its favour in respect of the board loan being repaid and any right of set-off or a committee thereof for allotment lien that such bank/financial institution enjoys over the same and issue that such bank/financial institution has no charge, mortgage, encumbrance, claim or lien insofar as the Property and/or any of such other assets are concerned shall have been delivered to the letter of allotment on the Deemed Date of AllotmentLender; (ii) Certified true copy of evidence certified by its company secretary with respect All title deeds and other documents relating to the tax Property which may have been deposited with such other bank/financial institution shall have been deposited with the Lender; (iii) A no-dues / liabilities certificate in such format as may be acceptable to the Lender, issued by such other bank/financial institution to the Borrower in respect of the Issuer as shown on loan being repaid shall have been delivered to the online portal Lender; (iv) The original loan foreclosure/closure letter issued by such other bank/financial institution to the Borrower; (v) A document for creation/recording of first ranking mortgage over the Property in favour of the income tax departmentLender shall have been executed and necessary formalities (including necessary form filings with the relevant authorities) for perfection of such mortgage shall have been duly completed and documentary proof thereof submitted to the Lender; and (vi) In case of the Borrower being a company, the relevant form (CHG-4) for satisfaction of charge created in favour of such other bank/financial institution shall have been filed by the Borrower and proof of filing thereof shall have been submitted to the Lender. (Bc) The Issuer Borrower shall maintain a complete record of all private placement offers made by it in relation furnish the following documents to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014.Lender: (CI) The Issuer shall file a return of allotment Wherever applicable, originals of the Debentures with the Registrar share certificates/other documents or instruments of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, title in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing respect of the Debentures Property shall be submitted to the Debenture Trustee and file Lender, forthwith upon the Information Memorandum with formation of the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or society/condominium/association of owners/any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorterbody under similar mechanism; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4.

Conditions Subsequent. (i) With respect to (A) The Issuer any newly-acquired Unencumbered Parcel with a gross book value in excess of $3,000,000, or (B) any Unencumbered Parcel owned by any Loan Party as of the Amendment Effective Date in which any such Loan Party has invested such that the gross book value of the land and any buildings thereon after the investment is completed is greater than $3,000,000, the Loan Parties shall have submitted deliver to the Debenture TrusteeAdministrative Agent, within 45 days after the closing of any such acquisition in a clause (A) above or of any such investment in clause (B) above with respect to such property, the following, each dated such day (unless otherwise specified) in form and manner substance satisfactory to the Debenture TrusteeLenders: deeds of trust, trust deeds, mortgages, leasehold mortgages and leasehold deeds of trust in form reasonably satisfactory to the Administrative Agent (together with the Assignments of Leases and Rents referred to therein and each other mortgage delivered pursuant to Section 5.01(j), in each case as amended, the following“Mortgages”), duly executed by the appropriate Loan Party, together with: (iA) resolution evidence that counterparts of the board Mortgages have been duly recorded in all filing or recording offices that the Administrative Agent may reasonably deem necessary or desirable in order to create a committee thereof for allotment valid and issue subsisting Lien on the property described therein in favor of the letter Collateral Agent for the benefit of allotment the Secured Parties having the priority contemplated by the Intercreditor and Subordination Agreements and that all filing and recording taxes and fees have been paid, (B) fully paid American Land Title Association Lender’s Extended Coverage mortgagee title insurance policies (the “Mortgage Policies”) in form and substance, with endorsements and in amount reasonably acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers acceptable to the Administrative Agent, insuring the Mortgages to be valid and subsisting Liens on the Deemed Date property described therein, free and clear of Allotment;all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Encumbrances and having the priority contemplated by the Intercreditor and Subordination Agreements, and providing for such other affirmative insurance (including endorsements for mechanics’ and materialmen’s Liens) and such coinsurance and direct access reinsurance as the Administrative Agent may reasonably deem necessary or desirable, (C) American Land Title Association form surveys, certified to the Administrative Agent and the issuer of the Mortgage Policies in a manner reasonably satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located and acceptable to the Administrative Agent, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than encroachments and other defects reasonably acceptable to the Administrative Agent, (D) the Assignments of Leases and Rents referred to in the Mortgages, duly executed by the appropriate Loan Party, (E) such consents and agreements of lessors and other third parties, and such estoppel letters and other confirmations, as the Administrative Agent may reasonably deem necessary or desirable, (F) evidence of the insurance required by the terms of the Mortgages, and (G) evidence that all other action that the Administrative Agent may deem reasonably necessary or desirable in order to create valid second and subsisting Liens on the property described in the Mortgages has been taken. (ii) Certified true copy With respect to (A) any newly-acquired Unencumbered Parcel with a gross book value in excess of evidence certified $1,000,000 but less than $3,000,000, or (B) any Unencumbered Parcel owned by its company secretary any Loan Party as of the Closing Date in which any such Loan Party has invested such that the gross book value of the land and any buildings thereon after the investment is completed is in excess of $1,000,000 but less than $3,000,000, the Loan Parties shall deliver to the Administrative Agent, within 45 days after the closing of any such acquisition in clause (A) above or of any such investment in clause (B) above with respect to such property, the tax dues / liabilities following, each dated such day (unless otherwise specified) in form and substance satisfactory to the Administrative Agent: deeds of trust, trust deeds, mortgages, leasehold mortgages and leasehold deeds of trust in form reasonably satisfactory to the Administrative Agent, together with evidence that counterparts of any such mortgages have been duly recorded in all filing or recording offices that the Administrative Agent may reasonably deem necessary or desirable in order to create a valid second and subsisting Lien on the property described therein in favor of the Issuer as shown on Collateral Agent for the online portal benefit of the income tax departmentLenders and that all filing and recording taxes and fees have been paid. (Biii) The Issuer shall maintain a complete record of all private placement offers made by it in relation With respect to the Debentures Davidson County switch property located at 000 Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000, the Loan Parties shall deliver to the Administrative Agent, within 30 days after the Amendment Effective Date, deeds of trust, trust deeds, mortgages, leasehold mortgages and leasehold deeds of trust, as applicable, in form PAS–5 as provided reasonably satisfactory to the Administrative Agent, together with evidence that counterparts of such mortgage have been duly recorded in Companies (Prospectus all filing or recording offices that the Administrative Agent may reasonably deem necessary or desirable in order to create a valid second and Allotment subsisting Lien on the property described therein in favor of Securities) Rules, 2014the Collateral Agent for the benefit of the Lenders and that all filing and recording taxes and fees have been paid. (Civ) The Issuer shall file With respect to any real property of any Loan Party which is encumbered by a return of allotment Mortgage as of the Debentures Amendment Effective Date, at the request of the Collateral Agent, the relevant Loan Parties shall execute and deliver to the Collateral Agent, within 45 days of the date of the Collateral Agent’s request therefor, amended and restated Mortgages in form and substance reasonably satisfactory to the Collateral Agent on such properties, together with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. instruments referred to in sub-clauses (EA) The Issuer shall be in compliance with all Applicable Laws through (G) of clause (i) above with respect to issuance of the Debentures including but not limited such amended and restated Mortgages, in each case, in form and substance reasonably satisfactory to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4Collateral Agent.

Conditions Subsequent. Unless satisfactory completion of the following Conditions Subsequent has taken place no later than sixty (A60) The Issuer shall have submitted to days following the Debenture Trustee, in a form and manner satisfactory to the Debenture TrusteeEffective Date, the followingindividual Party shall be entitle to terminate the Agreement as per Section 11.5: (a) Execution of any required sub-contractor agreement between OV and MPI for the development and provision by MPI to OV of the DRP Biomarker required for conduct of the Program. (b) Satisfactory completion by OV of its due diligence on the LP Data Package (and other LP Technology relevant to Irofulven and the conduct of the Program), which due diligence may include on-site inspection, by OV or its designees, of the LP Data Package at LP’s facilities and/or offsite document storage facilities, and discussions with the FDA and/or other Regulatory Authorities as necessary and/or desirable to OV. (c) LP has obtained and presented to OV an original copy of a written confirmation from AFC to LP and OV, the contents of which having been prepared or pre-approved by OV, according to which (i) resolution of LP is not precluded, under a pre-existing and in-force technology license agreement between AFC and LP relating to Irofulven (signed on 15 January 2015), from granting the board or a committee thereof for allotment rights to OV contemplated under this Agreement and issue of the letter of allotment on the Deemed Date of Allotment; (ii) Certified true OV’s Development of Product(s) together with DRP Biomarker as a companion diagnostic in the Field is not subject to any assignment of rights to AFC nor will AFC assert such rights. Further, where necessary to ensure continuity of OV’s rights in respect of the intellectual property, including Patent Rights, of AFC granted in sublicense by LP to OV under this Agreement, e.g. in case of LP’s breach of its obligations under the license agreement with AFC, undertakings satisfactory to OV are rendered by AFC to OV in writing. A copy of evidence certified by its company secretary the written confirmation and such further undertakings from AFC shall be attached as Exhibit F hereto. LP has reviewed the general terms of this Agreement with respect representatives of AFC and such representatives have indicated that they will accept reasonable concessions in view of the obligations of LP under this Agreement that relate to the tax dues / liabilities of AFC license. LP therefore has a good faith belief that AFC will provide the Issuer as shown on the online portal of the income tax departmentrequired consent. (B) The Issuer shall maintain a complete record of all private placement offers made by it in relation to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4.

Conditions Subsequent. (Aa) The Issuer shall have submitted to As soon as reasonably practicable, and in any event no later than the Debenture Trustee, in a form and manner satisfactory to date falling 10 Business Days after the Debenture Trustee, the followingClosing Date: (i) resolution the Borrower shall provide to the Agent copies of the board or a committee thereof bank mandates for allotment and issue the Accounts, including those evidencing signing rights in favour of the letter Agent and/or Security Agent (as applicable) in respect of allotment each Controlled Account; and (ii) the Borrower shall use its reasonable endeavours to ensure that: (A) the Special Reserve funded on the Deemed Utilisation Date is paid into the Special Reserves Account; (B) the Deferred Maintenance and Environmental Conditions Reserve funded on the Utilisation Date is paid into the Reserves Account; (C) the Hedging Reserve funded on the Utilisation Date is paid into the Reserves Account; (D) the Radon Reserve funded on the Utilisation Date is paid into the Reserves Account; (E) the Above-Ground Storage Tank Reserve funded on the Utilisation Date is paid into the Reserves Account; and (F) the Underground Storage Tank Reserve funded on the Utilisation Date is paid into the Reserves Account. (b) On or before Friday 5 December 2014, the Borrower shall provide to the Agent (or its legal counsel on its behalf): (i) Xxxxx Xxxxx (or any other representative of Allotmentthe Finance Parties) having used all reasonable endeavours to complete such registration: (A) confirmation that the Billet (duly executed on behalf of the relevant Obligor) has been presented to the Judicial Greffier of the Royal Court of Jersey and thereafter registered in the Jersey Public Registry, thereby creating a judicial hypothec over each Jersey Property; and (B) evidence that financing statements in relation to each Jersey Security Interest Agreement have been filed on the SIR; (ii) Certified true a copy of evidence certified the Assignment Deed of Variation in relation to the Jersey Properties as was passed before the Jersey Royal Court on 28 November 2014; (iii) a treasury receipt in respect of stamp duty in connection with the Billet (to the extent that the sum(s) provided in accordance with paragraph 4(b) of Part B of Schedule 2 (Conditions Precedent) are not sufficient to complete the registration envisaged above); (iv) a 'wet-ink' original of the Billet in relation to the charging of the Properties located in Jersey, duly completed and executed by its company secretary Jerseyco; (v) a 'wet-ink' original of the letter(s) of authority in the form approved by the Security Agent to register and/or re-register the Billet given by Jerseyco and addressed to the Security Agent; (vi) at least one original of each Standard Security (together with all relevant intimation letters) executed by each Obligor that owns a Property in Scotland; (vii) at least one original of an Assignation of Rent (together with all relevant intimation letters) executed by each Obligor that owns a Property in Scotland; (viii) one original of the Scottish Priority Deed executed by all parties thereto (together with all registration forms and registration dues required in respect thereof); (ix) a legal opinion of Xxxxxx Xxxxxxx, legal advisers to the Arranger in Scotland addressed to the Finance Parties, substantially in the form distributed to the Original Lenders prior to signing this Agreement; (x) the 'wet-ink' originals of the relevant Obligor's signatures to each of: (A) the Assignment Deeds of Variation which relate to each Property in England and Scotland; (B) the guarantor consents to the UA Deed of Variation; and (C) the guarantor consents and restatement to the UA Initial Deed of Variation, in each case to the extent that Xxxxxx Xxxxxxxx Xxxxxxx LLP or Xxxxx Xxxxxxxx have not received these on or before the Closing Date; and (xi) with respect to the tax dues / liabilities Properties located in Scotland: (A) the requisite registration forms under the Land Registration etc. (Scotland) Xxx 0000 for registration of the Issuer as shown Ranking Agrement on the online portal behalf of the income tax department.Borrower; and (B) The Issuer confirmation of approval of the requisite registration forms under the Land Registration etc. (Scotland) Xxx 0000 for registration of the Standard Security. (c) On or before 5 December 2014, the Borrower shall maintain a complete record of all private placement offers made by it in relation procure delivery to the Debentures Agent of a letter from Ogier in a form PAS–5 acceptable to the Agent confirming the continuing accuracy (and providing information on any changes if necessary) of the Property Report relating to the Properties in Jersey as provided in Companies (Prospectus and Allotment of Securities) Rules, at 5 December 2014. (Cd) The Issuer shall file a return of allotment of On or before the Debentures with the Registrar of Companies within 4 (four) date falling 10 Business Days from after the Issue Closing Date or such shorter timeline as prescribed under LawDate, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along to the extent the Reports are addressed to with a complete list person other than an Obligor or a Finance Party, the Borrower shall provide to the Agent a copy of Debenture Holders and containing such details as required under Lawan appropriate due diligence report proceeds side letter (Report Proceeds Side Letter) duly executed by all parties to it. (De) The Issuer Borrower shall complete use its commercially reasonable endeavours to provide the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law.Agent with: (Eiii) The Issuer shall be in compliance with all Applicable Laws the Tenant’s Insurance Broker Letter; and (iv) an executed copy of each "control agreement" with respect to issuance of each Account, in each case on or before the Debentures including but not limited to date falling 10 Business Days after the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4Closing Date.

Conditions Subsequent. As conditions subsequent to initial closing hereunder, Borrowers shall perform or cause to be performed the following (the failure by Borrowers to so perform or cause to be performed constituting an Event of Default): (a) by no later than May 31, 2001, deliver to Foothill all certificates representing the shares of P-Com Gmbh Stock pledged to Foothill under the Stock Pledge, as well as stock powers endorsed in blank with medallion signature guaranties. (b) by no later than May 31, 2001, using its best efforts, deliver to Foothill no offset letters, in form and substance satisfactory to Foothill and its counsel, from Siemens AG and any other Person designated by Foothill prior to the Closing Date, and each such no offset letter shall be in full force and effect; (c) by no later than May 31, 2001, deliver to Foothill the duly executed Lockbox Agreements in connection with Borrowers' Barclays Accounts and each such Lockbox Agreement shall be in full force and effect; (d) by no later than May 31, 2001, deliver to Foothill the duly executed Control Agreement in connection with Barclays Bank PLC and Union Bank of California, N.A., and such Control Agreement shall be in full force and effect ; (e) by no later than May 31, 2001, deliver to Foothill a revised Schedule C-1 (Investment Property), as requested by Foothill on the Closing Date; (f) by no later than May 31, 2001, deliver to Foothill such Collateral Access Agreements from lessors, warehousemen, bailees, and other third persons as Foothill may require; (g) by no later than May 31, 2001, deliver to Foothill (A) The Issuer shall have submitted certificates of status from the jurisdiction where each Subsidiary is organized, and (B) certificates from the Secretary of each Subsidiary attesting to the Debenture Trusteeresolutions of each Subsidiary's Board of Directors authorizing its execution, in delivery, and performance of the agreements required of such Subsidiary pursuant to this Agreement and authorizing specific officers of such Subsidiary to execute the same, together with resolutions, articles and bylaws, or their equivalents, attached thereto; (h) by no later than May 31, 2001, deliver to Foothill (A) a revised insurance certificate as requested by Foothill on the Closing Date, and (B) certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 6.9, the form and manner substance of which shall be satisfactory to the Debenture Trustee, the following:Foothill and its counsel; (i) resolution by no later than May 31, 2001, each Borrower shall register with the United States Copyright Office its copyrights for current versions of its software, and Borrower shall execute an amendment to the board or a committee thereof for allotment and issue of the letter of allotment on the Deemed Date of Allotmentappropriate Intellectual Property Security Agreement adding such registered copyrights; (iij) Certified true copy by no later than June 30, 2001, Network shall become qualified as a foreign corporation in the State of evidence certified California, as evidenced by a good standing certificate from the California Secretary of State; and (k) by no later than June 30, 2001, Network shall either cause Bank of America, N.A. ("BofA") to enter into a Lockbox Agreement containing terms and conditions acceptable to Foothill, in its company secretary Permitted Discretion, or discontinue its banking relationship with respect BofA and establish a new banking relationship with a financial institution that is able to the tax dues / liabilities enter into a Lockbox Agreement that is satisfactory to Foothill." (c) Section 6.2 of the Issuer Agreement is hereby amended and restated in its entirety to read as shown on the online portal of the income tax department. (B) The Issuer shall maintain a complete record of all private placement offers made by it in relation to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4.follows:

Conditions Subsequent. The Borrowers hereby covenant and agree that they (Aa) The Issuer shall have submitted execute and deliver a Mortgage, substantially in the form of Exhibit G to the Debenture TrusteeCredit Agreement, in a form and manner satisfactory within twenty (20) Business Days (or such timeframe as is acceptable to the Debenture Trustee, Administrative Agent) after the following: (i) resolution delivery of the board M/V Xxx X. Xxxxxxx to any Borrower or Subsidiary of a committee thereof for allotment and issue of the letter of allotment on the Deemed Date of AllotmentBorrower; (iib) Certified true copy shall deliver a Third Party Consent, substantially in the form of evidence certified Exhibit K-2 to the Credit Agreement, duly executed and delivered by its company secretary each charterer who executes a time charter for any period equal to or greater than two years with any Borrower or Subsidiary of a Borrower with respect to the tax dues / liabilities M/V Xxx X. Xxxxxxx not later than 180 days immediately following the execution of such charter; and (c) shall not, and shall not permit any of their respective Subsidiaries to, make any disbursement of funds to any contractor for the construction of each of the Issuer as shown on New ATBs, other than the online portal payment of the income tax department. (B) The Issuer shall maintain a complete record premium in an amount not in excess of all private placement offers made by it in relation to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws $1,000,000 with respect to issuance purchasing an option to have the contractor construct each of the Debentures including but New ATBs, unless prior to any such disbursement each of the following conditions shall have been satisfied with respect to each New ATB: (i) one or more of the Borrowers, or a wholly-owned Subsidiary thereof, shall have entered into a fixed price construction contract, which may include a fluctuating speed bonus component, with the contractor for the construction of the New ATB at a total cost not limited in excess of $48,000,000, with a construction period of no longer than 24 months and which is otherwise in form and substance reasonably satisfactory to the SEBI Regulations. The Issuer Administrative Agent; (ii) the Borrowers, or a wholly-owned Subsidiary thereof, shall have made all filings obtained a completion bond, insurance policy, standby letter of all credit, deposit arrangement, or other arrangement, in an amount, upon terms and from parties that are reasonably satisfactory to the relevant forms Administrative Agent, to assure the timely completion and certification of the New ATB with such arrangement to be maintained throughout the construction period; and (iii) the Administrative Agent shall have received a consent and agreement to the assignment and creation of a security interest in the construction contract with the concerned Registrar of Companies in accordance with, and within contractor for the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction construction of the Debenture TrusteeNew ATB by the Borrowers, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Securityor a wholly-owned Subsidiary thereof, to the Debenture Trustee within Collateral Agent for the time period benefit of the Secured Parties of all of the Borrowers’ and its Subsidiaries’ rights, title and interests in, to and under the construction contract as stipulated under Section 4security for the Obligations.

Conditions Subsequent. This Supplemental Amendment shall automatically be null and void and of no further force and effect on the date (the “Termination Date”) that is 31 days (as computed pursuant to Rule 9006(a) of the Federal Rules of Bankruptcy Procedure) following the Effective Date, unless (I) the Bankruptcy Court shall have entered, prior to such date, one or more orders reasonably satisfactory in form and substance to the Administrative Agent authorizing (A) The Issuer shall have submitted this Supplemental Amendment (it being understood and agreed by the parties hereto that such approval is not required for this Supplemental Amendment to become effective, but will be sought by the Debenture TrusteeBorrower solely for the avoidance of doubt), in a form and manner satisfactory to the Debenture Trustee, the following: (i) resolution of the board or a committee thereof for allotment and issue of the letter of allotment on the Deemed Date of Allotment; (ii) Certified true copy of evidence certified by its company secretary with respect to the tax dues / liabilities of the Issuer as shown on the online portal of the income tax department. (B) The Issuer shall maintain a complete record the payment by the Borrower to the Administrative Agent of all private placement offers made by it fees referred to herein or in relation to that certain Fee Letter (the Debentures in form PAS–5 “Fee Letter”) dated as provided in Companies (Prospectus of February 23, 2009 and Allotment of Securities) Rules, 2014. (C) The Issuer shall file a return of allotment the payment by the Borrower of the Debentures Amendment Fees (as defined below), and (II) the Borrower shall have paid (A) to the Administrative Agent all fees referred to herein or in the Fee Letter, (B) to each Participant Lender that has executed and delivered a signature page hereto to the Administrative Agent no later than 12:00 p.m. (New York City time) on February 24, 2009, an amendment fee in an amount equal to 10 basis points of the Tranche A Total Commitment Usage, Tranche B Loans and Tranche C Loans of each such Participant Lender as of the Effective Date (the “Amendment Fees”) and (C) all invoiced expenses (including the fees and expenses of counsel to the Administrative Agent) of the Administrative Agent incurred in connection with the Registrar preparation, negotiation and execution of Companies within 4 (four) Business Days from this Supplemental Amendment and other matters relating to the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures Loan Documents in accordance with Section 10.05 of the provisions of Section 2.8 Credit Agreement; provided, however, that in the event the condition set forth in clause (I) of this Deed Section 4 has been timely satisfied, but the order authorizing the payment of fees referred to in subsections (B) and provide confirmation (C) of listing such clause (I) has not become effective solely due to the denial of the Debentures to Bankruptcy Court of the Debenture Trustee and file Borrower’s request for a waiver of the Information Memorandum with stay imposed by Rule 6004(h) of the Stock Exchange within timelines Federal Rules of Bankruptcy Procedure, the Termination Date shall not be the date that is 31 days following the Effective Date but shall instead be the date that is one Business Day after the tenth day (as prescribed such ten-day period is determined under Law and Rule 6004(h) of the Federal Rules of Bankruptcy Procedure) after the Bankruptcy Court enters such order, unless the Borrower shall have submitted all other documents satisfied the condition set forth in clause (II) of this Section 4 by such date. Furthermore, this Supplemental Amendment shall automatically be null and made all filings with void and of no further force and effect 3 Business Days after the Stock Exchange as required byBankruptcy Court enters the order authorizing the payment of fees referred to in subsections (B) and (C) of clause (I) of this Section 4 (or, and within if the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance Bankruptcy Court denies the Borrower’s request for a waiver of the Debentures including but not limited to stay imposed by Rule 6004(h) of the SEBI Regulations. The Issuer Federal rules of Bankruptcy Procedure, one Business Day after the tenth day (as such ten-day period is determined under Rule 6004(h) of the Federal Rules of Bankruptcy Procedure) after the Bankruptcy Court enters such order), unless the Borrower shall have made all filings satisfied the condition set forth in clause (II) of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in this Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 44 by such date.

Conditions Subsequent. Each of the following conditions shall be satisfied within the time period specified below: (Aa) The Issuer if any of Supplystill, CP2, CPUK or any other Loan Party is dissolved pursuant to Section 6.05(b)(iv) of the Credit Agreement, the Borrowers shall promptly, and in any event within five (5) business days of completion of such dissolution, deliver to the Administrative Agent evidence that Supplystill, CP2, CPUK or the relevant Loan Party, as applicable, has been dissolved, together with the updated group structure chart, provided, however, that if the Administrative Agent shall have submitted to the Debenture Trusteedetermined, in its sole judgment, that the Loan Parties have used their best efforts to comply with the provisions of this Section 11(a) but have not been able to do so within such time period, the Agent may permit the Borrowers a form and manner satisfactory grace period five (5) business days (or any other period the Administrative Agent may deem appropriate, it its sole discretion) after such date to deliver the Debenture Trusteeevidence described in this Section 11(a); and (b) within six months from the date of provisional registration, Navigator, LLC shall comply with all requirements of the Bahamas Maritime Authority in order to permanently register the SEVEN SEAS NAVIGATOR under the flag of the Commonwealth of The Bahamas including without limitation the following: (i) resolution to arrange for an inspector from the Bahamas Maritime Authority to visit the SEVEN SEAS NAVIGATOR to verify that the carving and marking have been correctly carried out and to conduct the required initial inspection so that a Certificate of Inspection may be issued by the board or a committee thereof for allotment and issue of the letter of allotment on the Deemed Date of Allotment;Bahamas Maritime Authority; and (ii) Certified true copy to obtain from the Department of evidence certified by its company secretary with respect to Maritime Administration in Bermuda a deletion certificate or such other equivalent document (A) evidencing the tax dues / liabilities deletion or release of the Issuer as shown on SEVEN SEAS NAVIGATOR from the online portal Department of the income tax department. Maritime Administration in Bermuda; and (B) The Issuer confirming that there are no mortgages, liens or other encumbrances on the SEVEN SEAS NAVIGATOR, provided, however, that if the Administrative Agent shall maintain a complete record of all private placement offers made by it in relation to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Lawhave determined, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rulesits sole judgment, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete that the process of listing the Debentures in accordance Loan Parties have used their best efforts to comply with the provisions of this Section 2.8 11(b) but have not been able to do so within such time period, the Agent may permit the Loan Parties a grace period of this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange not longer than 60 days (or any other Applicable Lawperiod the Administrative Agent may deem appropriate, it its sole discretion) after such date to complete any remaining items. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4.

Conditions Subsequent. This Amendment shall automatically be null and void and of no further force and effect on May 12, 2009 (the “First Termination Date”), unless prior to such date (I) the Bankruptcy Court shall have entered one or more orders reasonably satisfactory in form and substance to the Administrative Agent authorizing (A) The Issuer this Amendment (it being understood and agreed by the parties hereto that such approval is not required for this Amendment to become effective, but will be sought by the Borrower solely for the avoidance of doubt), which authorization may be on an interim or a final basis, (B) the payment by the Borrower to the Administrative Agent of all fees referred to herein or in that certain Fee Letter (the “Fee Letter”) dated as of May 6, 2009, (C) the payment by the Borrower to any Lenders of all fees referred to in any separate side letters (as such side letters may be amended, the “Expense Side Letters”), and (D) the payment by the Borrower of the Amendment Fees (as defined below), and (II) the Borrower shall have submitted (A) paid to the Debenture TrusteeAdministrative Agent all fees referred to herein or in the Fee Letter, in (B) paid to each Participant Lender that has executed and delivered a form and manner satisfactory signature page hereto to the Debenture TrusteeAdministrative Agent no later than 3:00 p.m. (New York City time) on May 7, 2009, an amendment fee in an amount equal to 20 basis points of the following: Tranche A Total Commitment Usage, Tranche B Loans and Tranche C Loans of each such Participant Lender as of the Effective Date (the “Amendment Fees”), (C) paid all invoiced expenses (including the fees and expenses of counsel to the Administrative Agent) of the Administrative Agent incurred in connection with the preparation, negotiation and execution of this Amendment and other matters relating to the Loan Documents in accordance with Section 10.05 of the Credit Agreement, (D) paid all invoiced expenses of the Lenders payable pursuant to any Expense Side Letters and (E) applied $45,000,000 from one or more Incremental Borrowing Base Cash Collateral Accounts to the repayment of Obligations in accordance with Section 2.19(b) of the Credit Agreement. Furthermore, this Amendment shall automatically be null and void and of no further force and effect on May 23, 2009 (the “Second Termination Date”), unless prior to such date (i) resolution the order or orders referred to in clause (I) of the board or immediately preceding sentence shall have been entered on a committee thereof for allotment final basis (with only such changes to the interim order as are reasonably satisfactory in form and issue of substance to the letter of allotment on the Deemed Date of Allotment; Administrative Agent), and (ii) Certified true copy the Borrower shall have paid (x) all invoiced expenses (including the fees and expenses of evidence certified by its company secretary with respect counsel to the tax dues / liabilities Administrative Agent) of the Issuer as shown on Administrative Agent incurred in connection with the online portal preparation, negotiation and execution of the income tax department. (B) The Issuer shall maintain a complete record of all private placement offers made by it in relation this Amendment and other matters relating to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures Loan Documents in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing 10.05 of the Debentures to the Debenture Trustee Credit Agreement and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted (y) all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance invoiced expenses of the Debentures including but not limited Lenders payable pursuant to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4Expense Side Letters.

Conditions Subsequent. (A) The Issuer shall have submitted to To consist of the Debenture Trustee, in a form and manner satisfactory to the Debenture Trustee, the followingfollowing only: (i) resolution the existing indebtedness of the board or a committee thereof for allotment and issue Target Group (as of the letter Closing Date) (the “Existing Indebtedness”) shall have been repaid in full no later than (in the case of allotment on any Existing Indebtedness in respect of which Existing Indebtedness Consents have been obtained or are not required) 30 days after the Deemed Closing Date or (in the case of Allotmentany Existing Indebtedness in respect of which Existing Indebtedness Consents are required but have not been obtained as at the Closing Date) the Closing Date; (ii) Certified true any security and/or guarantees provided in connection with the Existing Indebtedness shall have been released no later than (in the case of any Existing Indebtedness in respect of which Existing Indebtedness Consents have been obtained or are not required) 60 days after the Closing Date or (in the case of any Existing Indebtedness in respect of which Existing Indebtedness Consents are required but have not been obtained as at the Closing Date) 30 days after the Closing Date; (iii) occurrence of the Closing Date (as defined in this Term Sheet) and the “Closing Date” as defined in the Acquisition Agreement on or prior to the Initial Drawdown Date (Cayman Islands time); (iv) on the Initial Drawdown Date (Cayman Islands time), (A) a copy of evidence certified the application letter to register the plan of merger, stamped by its company secretary with respect to the tax dues / liabilities of the Issuer as shown on the online portal of the income tax department. (B) The Issuer shall maintain a complete record of all private placement offers made by it in relation to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 in the Cayman Islands (fourthe “ROC”) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies and (Prospectus and Allotment of SecuritiesB) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing certified true copy of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance Plan of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorterMerger; (Fv) The Issuer shall have validly created within 5 Business Days after the Initial Drawdown Date, a copy of the certificate of merger issued by the ROC in connection with the Acquisition; (vi) a copy of the constitutional documents of the Target as the surviving company, and perfected a legal opinion of Cayman Islands counsel to the Lenders on the obligations of the Target under the Finance Documents; (vii) post-closing guarantees and security from Group Members as required in the “Security” and “Guarantors” sections, all deliverables required to be created delivered thereunder, accession of applicable Group Members to Finance Documents including the Intercreditor Agreement, conditions precedent relating to such Group Members/guarantees/security (including corporate authorisations, and perfected legal opinions of counsel to the Lenders); (viii) execution and delivery of the Shareholder Documents (except if delivered as conditions precedent); (ix) interest rate hedging of at least 66 2⁄3% of the outstanding amount of the Loan under the Facility, such hedging to be entered into within 180 days after the time Initial Drawdown Date and for a period as stipulated in Section 4of at least 3 years. The Issuer Borrower shall have give each Lender (or any affiliate thereof as designated by such Lender) a right to match any quote it obtains from any person for such hedging, provided evidence of creation that if no Lender (and perfection of Security no such designated affiliate) can match such quote, the Borrower shall be free to enter into hedging agreements with such person on the terms so disclosed and offered to the satisfaction Lenders. If there is more than one Lender (and/or such designated affiliate) that can match such quote, the Borrower shall enter into such hedging with each such Lender (and each such designated affiliate) on a pro rata basis among each such Lender and each such designated affiliate by reference to the commitments/participations in the Facility of such Lenders (or the Lenders which have designated such affiliates). If no Lender (and no such designated affiliate) can match such quote and the Borrower enters into such hedging with such person that is not a Lender (or such designated affiliate), such person (as hedge counterparty) may, at the Borrower’s election, benefit from the Transaction Security created under the Finance Documents if it accedes to the Intercreditor Agreement; (x) (A) WXAT BVI shall establish a dividend account with the Facility Agent (into which any and all dividends and other distributions made or paid by WXAT and/or any other Onshore Group Member to WXAT BVI shall be deposited) and (B) WXAT shall establish a dividend account with one or more of the Debenture TrusteeLenders (or, including in each case, an affiliate of a Lender as specified by such Lender) to be agreed (through which any and all dividends and other distributions to be made by WXAT to any Offshore Group Member or any holder of Equity Interest in WXAT shall be paid) (the permissions required under Section 281 “Onshore Dividend Account”); (xi) WXAT shall establish an onshore cash pooling bank account in respect of WXAT and its wholly-owned subsidiaries with one or more of the Income Tax ActLenders (or, 1961in each case, filings an affiliate of Form CHG-9 a Lender as specified by such Lender) to be agreed that the Facility Agent can monitor (and Form CHG-1 all surplus cash not required for the day-to-day business of WXAT and such wholly-owned subsidiaries (as determined by WXAT and such wholly-owned subsidiaries in their discretion) shall be deposited into such onshore cash pooling bank account) (the “Cash Pooling Account”); (xii) each Offshore Group Member (that transfers any amount to any Onshore Group Member) will establish a bank account with one or more of the relevant Registrar Lenders (or, in each case, an affiliate of Companiesa Lender as specified by such Lender) to be agreed into which all amounts to be transferred from such Offshore Group Member to any Onshore Group Member will be deposited (each such account, and any other documents required to create and/or perfect a “Repatriation Account”); and (xiii) each Offshore Group Member (that is a Material Subsidiary) will establish a central collection account (as contemplated in paragraph (nn) of the Security, to “General Undertakings” section. Such central collection account may be the Debenture Trustee within same account as the time period as stipulated under Section 4Repatriation Account of such Offshore Group Member.

Conditions Subsequent. Not later than 60 days after the Closing Date (or such later date as Agent shall agree), Agent shall have received a certificate of property insurance and a certificate of liability insurance, together with the endorsements thereto, as are required by Section 5.6 of the Agreement, the form and substance of which shall be reasonably satisfactory to Agent. Deliver to Agent (and if so requested by Agent, with copies for each Lender) each of the financial statements, reports, or other items set forth below at the following times in form reasonably satisfactory to Agent: as soon as available, but in any event (i) within forty-five (45) days after the end of each of Parent’s fiscal quarters or (ii) during a Monthly Triggering Period, within thirty (30) days (forty-five (45) days in the case of a month that is the end of one of Parent’s fiscal quarters after the end of each month (it being understood and agreed that such unaudited financial statements for the most recent month then ended not more than sixty (60) days prior to the commencement of the applicable Monthly Triggering Period shall be due within five (5) Business Days following the occurrence of a Monthly Triggering Period. (i) an unaudited consolidated balance sheet, income statement, statement of cash flow, and statement of shareholder’s equity covering Parent’s and its Subsidiaries’ (on a consolidated basis in accordance with GAAP) operations during such period and compared to the prior period, together with a corresponding discussion and analysis of results from management; provided, that the filing of a Form 10-Q as promulgated by the SEC and in accordance with applicable laws will satisfy the requirements of this clause (i) to deliver the financial statements described in this clause (i), and (ii) a Compliance Certificate. as soon as available, but in any event within ninety (90) days after the end of each of Parent’s fiscal years, (iii) consolidated financial statements of Parent and its Subsidiaries for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications (including any (A) The Issuer shall have submitted to the Debenture Trustee“going concern” or like qualification or exception, in a form and manner satisfactory to the Debenture Trustee, the following: (i) resolution of the board or a committee thereof for allotment and issue of the letter of allotment on the Deemed Date of Allotment; (ii) Certified true copy of evidence certified by its company secretary with respect to the tax dues / liabilities of the Issuer as shown on the online portal of the income tax department. (B) The Issuer shall maintain a complete record of all private placement offers made by it in relation qualification or exception as to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment scope of Securities) Rulessuch audit, 2014. or (C) The Issuer shall file qualification which relates to the treatment or classification of any item and which, as a return condition to the removal of allotment such qualification, would require an adjustment to such item, the effect of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance which would be to cause any noncompliance with the provisions of Section 2.8 7 of the Agreement), by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, statement of cash flow, and statement of shareholder’s equity, and, if prepared, such accountants’ letter to management); provided, that the filing of a Form 10-K as promulgated by the SEC and in accordance with applicable laws will satisfy the requirements of this Deed and provide confirmation of listing of clause (iii) to deliver the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. financial statements described in this clause (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorteriii); (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4.

Conditions Subsequent. (i) With respect to (A) The Issuer any newly-acquired Unencumbered Parcel with a gross book value in excess of $1,000,000, or (B) any Unencumbered Parcel owned by any Loan Party as of the Amendment Effective Date in which any such Loan Party has invested such that the gross book value of the land and any buildings thereon after the investment is completed is greater than $1,000,000, the Loan Parties shall have submitted deliver to the Debenture TrusteeAdministrative Agent, within 90 days after the closing of any such acquisition in a clause (A) above or of any such investment in clause (B) above with respect to such property, the following, each dated such day (unless otherwise specified) in form and manner substance satisfactory to the Debenture TrusteeLenders: deeds of trust, trust deeds, mortgages, leasehold mortgages and leasehold deeds of trust in form reasonably satisfactory to the Administrative Agent (together with the Assignments of Leases and Rents referred to therein and each other mortgage delivered pursuant to Section 5.01(j), in each case as amended, the following"Mortgages"), duly executed by the appropriate Loan Party, together with: (iA) resolution evidence that counterparts of the board Mortgages have been duly recorded in all filing or recording offices that the Administrative Agent may reasonably deem necessary or desirable in order to create a committee thereof for allotment valid first and issue subsisting Lien on the property described therein in favor of the letter Collateral Agent for the benefit of allotment the Secured Parties and that all filing and recording taxes and fees have been paid, (B) fully paid American Land Title Association Lender's Extended Coverage title insurance policies (the "Mortgage Policies") in form and substance, with endorsements and in amount reasonably acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers acceptable to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the Deemed Date property described therein, free and clear of Allotment;all defects (including, but not limited to, mechanics' and materialmen's Liens) and encumbrances, excepting only Permitted Encumbrances, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics' and materialmen's Liens) and such coinsurance and direct access reinsurance as the Administrative Agent may reasonably deem necessary or desirable, (C) American Land Title Association form surveys, certified to the Administrative Agent and the issuer of the Mortgage Policies in a manner reasonably satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located and acceptable to the Administrative Agent, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than encroachments and other defects reasonably acceptable to the Administrative Agent, (D) the Assignments of Leases and Rents referred to in the Mortgages, duly executed by the appropriate Loan Party, (E) such consents and agreements of lessors and other third parties, and such estoppel letters and other confirmations, as the Administrative Agent may reasonably deem necessary or desirable, (F) evidence of the insurance required by the terms of the Mortgages, and (G) evidence that all other action that the Administrative Agent may deem reasonably necessary or desirable in order to create valid first and subsisting Liens on the property described in the Mortgages has been taken. (ii) Certified true copy Within 60 days after the request of evidence certified the Administrative Agent, at the Borrower's sole cost and expense, the Borrower shall use its reasonable best efforts to cause the Debt under this Agreement to be rated by up to two independent rating agencies selected by the Administrative Agent for the period through the Termination Date. The rating, if any, of the Debt under this Agreement by up to two independent rating agencies at any time shall be referred to herein as the "Debt Rating." (iii) Within 90 days after the Amendment Effective Date, the Parent shall supplement Schedule 4.01(aa) hereto to set forth thereon a complete and accurate list of all Material Contracts of each Loan Party and its company secretary Subsidiaries involving, as of the date hereof, aggregate consideration payable to or by such Loan Party or its Subsidiaries of $10,000,000 to $19,999,999 in any year, and shall deliver to the Administrative Agent such Schedule 4.01(aa) as so supplemented. (iv) The Borrower shall maintain in a segregated account subject to an account control agreement in favor of the First Lien Collateral Agent on behalf of the Lenders and the First Lien Lenders cash and Cash Equivalents in an amount equal to not less than (A) $18,500,000 through October 29, 2003 and (B) $9,250,000 from October 30, 2003 through April 29, 2004 (the "Release Date"). Subject to the foregoing and the following sentence, no withdrawals may be made from such account except (A) to make the Contingent Payments or (B) to make such other payments as the Required Lenders under the First Lien Credit Agreement (until such time as all Obligations under the First Lien Loan Documents shall have been paid in full) may authorize in writing in its discretion. Notwithstanding the foregoing, such account shall be terminated and any amounts remaining therein shall be released to the Borrower promptly after the earlier to occur of (1) the satisfaction in full of all obligations, if any, of the Loan Parties with respect to the tax dues / liabilities of Contingent Payments, or (2) the Issuer as shown Release Date, if, and only if, any claims that may require the Borrower to make the Contingent Payments are released, settled or compromised. Any earnings on the online portal of funds on deposit in such account shall be disbursed to the income tax departmentBorrower from time to time. (v) On the Amendment Effective Date, the Loan Parties shall deliver to the title agent selected by the Collateral Agent fully executed mortgage instruments intended to encumber certain real property located in Alabama together with funds sufficient to cause the filing of such instruments as delivered, such instruments and funds to be held by the title agent in accordance herewith. As soon as the Loan Parties have completed their efforts to minimize the charges and taxes related to the recordation of such mortgage instruments, the Loan Parties shall so advise the Collateral Agent, who shall then instruct the title agent to cause such mortgage instruments (or replacement instruments identical in all respects to such mortgage instruments other as to recording tax information) to be recorded, provided, that if (A) there shall at any time occur an Event of Default or (B) The Issuer shall maintain a complete record of all private placement offers made by it in relation to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) RulesLoan Parties have not so advised the Collateral Agent within 90 days after the Amendment Effective Date, 2014. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and Collateral Agent shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Lawright to record such mortgages. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4.

Conditions Subsequent. (Aa) The Issuer As soon as possible and in any event not later than 30 days after the Effective Date, each Borrower shall have submitted deliver to the Debenture Trustee, in a form and manner satisfactory to the Debenture Trustee, Agent the following: (i) resolution deeds of trust, trust deeds and mortgages in substantially the form of Exhibit I hereto (in each case as amended, the "Mortgages"), and covering the properties listed on Schedule 4.20 (a) (other than those properties marked with an asterisk) duly executed by the appropriate Borrower, together with evidence of the board or a committee thereof for allotment and issue insurance required by the terms of the letter of allotment on the Deemed Date of Allotment;such Mortgages, (ii) Certified true copy evidence that counterparts of evidence certified by its company secretary the Mortgages referred to in clause (i) above have been duly recorded on or before such date in all filing or recording offices that the Agent may deem necessary or desirable in order to create a valid first and subsisting Lien on the property described therein in favor of the Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid, (iii) fully paid American Land Title Association Lender's Extended Coverage title insurance policies (the "Mortgage Policies") in form and substance, with respect endorsements and in amount, reasonably acceptable to the tax dues / liabilities Agent, issued, coinsured and reinsured by title insurers reasonably acceptable to the Agent, insuring the Mortgages referred to in clause (i) above to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics' and materialmen's Liens) and encumbrances, excepting only Permitted Encumbrances, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics' and materialmen's Liens) and such coinsurance and direct access reinsurance as the Agent may deem reasonably necessary or desirable, (iv) as to each property identified by the Agent, perimeter surveys certified to the Agent and the issuer of the Issuer as shown on Mortgage Policies in a manner reasonably satisfactory to the online portal Agent by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located and reasonably acceptable to the Agent, and (v) opinions of local counsel for the Borrowers in the states of Alabama, Colorado, Kentucky, Minnesota, Ohio, and West Virginia, related to the enforceability of the income tax departmentMortgages referred to in clause (i) above, in form and substance reasonably satisfactory to the Agent. (Bb) The Issuer As soon as possible and in any event not later than 90 days after the Effective Date, each Borrower shall maintain deliver to the Agent the following: (i) Mortgages covering the properties listed on Schedule 4.20 (a) and marked with an asterisk, duly executed by the appropriate Borrower, together with evidence of the insurance required by the terms of such Mortgages, (ii) evidence that counterparts of the Mortgages referred to in clause (i) above have been duly recorded on or before such date in all filing or recording offices that the Agent may deem necessary or desirable in order to create a complete record valid, first and subsisting Lien on the property described therein in favor of the Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid, (iii) fully paid Mortgage Policies in form and substance, with endorsements and in amount reasonably acceptable to the Agent, issued, coinsured and reinsured by title insurers reasonably acceptable to the Agent, insuring the Mortgages referred to in clause (i) above to be valid, first and subsisting Liens on the property described therein, free and clear of all private placement offers made defects (including, but not limited to, mechanics' and materialmen's Liens) and encumbrances, excepting only Permitted Encumbrances, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics' and materialmen's Liens) and such coinsurance and direct access reinsurance as the Agent may deem reasonably necessary or desirable, (iv) as to each property identified by it in relation the Agent, perimeter surveys, certified to the Debentures Agent and the issuer of the Mortgage Policies in a manner reasonably satisfactory to the Agent by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located and reasonably acceptable to the Agent, and (v) opinions of local counsel for the Borrowers in the states of Alabama, Colorado, Kentucky, Minnesota, Ohio, Pennsylvania and West Virginia, related to the enforceability of the Mortgages referred to in clause (i) above, in form PAS–5 and substance reasonably satisfactory to the Agent; provided, however, that the failure of the Borrowers to deliver any of the items required under this paragraph (b) shall not constitute a Default so long as provided in Companies (Prospectus the Borrowers have used and Allotment of Securities) Rules, 2014continue to use their best efforts to obtain and deliver such items. (Cc) The Issuer As soon as possible and in any event not later than 90 days after the Effective Date, each Borrower shall file a return of allotment deliver to the Agent the following: (i) Mortgages covering the properties listed on Schedule 4.20(b) and marked with an asterisk, duly executed by the appropriate Borrower, together with evidence of the Debentures with insurance required by the Registrar terms of Companies within 4 such Mortgages, (fourii) Business Days from evidence that counterparts of the Issue Closing Date Mortgages referred to in clause (i) above have been duly recorded on or before such shorter timeline as prescribed under Lawdate in all filing or recording offices that the Agent may deem necessary or desirable in order to create a valid first and subsisting Lien on the property described therein in favor of the Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid, (iii) opinions of local counsel for the Borrowers in the states of Florida, Kansas, Indiana, Nevada, New York, Ohio, Oregon, Pennsylvania, Texas, Virginia and Washington, related to the enforceability of the Mortgages referred to in clause (i) above, in Form PAS-3 as provided in Companies (Prospectus form and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Lawsubstance reasonably satisfactory to the Agent. (Dd) The Issuer As soon as possible and in any event not later than 30 days after the Effective Date, each Borrower shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures use its best efforts to deliver to the Debenture Trustee Agent the following: (i) a consent to the assignment of each Assigned Agreement, if any, referred to in the Security Agreement, duly executed by each party to such Assigned Agreement other than a Borrower, and (ii) such consents and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law agreement of lessors and shall have submitted all other documents and made all filings with the Stock Exchange as required bythird parties, and within such estoppel letters and other confirmations, as the timelines as stipulated by, Stock Exchange Agent may deem necessary or any other Applicable Lawdesirable. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4.

Conditions Subsequent. As conditions subsequent to initial closing hereunder, Borrower shall perform or cause to be performed the following (Athe failure by Borrower to so perform or cause to be performed constituting an Event of Default): (a) The Issuer shall have submitted within 30 days of the Closing Date, deliver to Foothill the Debenture Trusteecertified copies of the policies of insurance, in a together with the endorsements thereto, as are required by Section 6.10, the form and manner substance of which shall be satisfactory to Foothill and its counsel; (b) within 45 days of the Debenture TrusteeClosing Date, the following:deliver to Foothill such fully executed Collateral Access Agreements from lessors, warehousemen, bailees, and other third persons as Foothill reasonably may require; (c) (i) resolution on or before the date on which the transactions contemplated by the IBM Option Agreement are consummated, Foothill and Borrower shall have amended the schedules to the Patent Security Agreement, as necessary, to reflect any and all additional Patent Collateral (as defined in the Patent Security Agreement) acquired by Borrower in connection with the IBM Option Agreement, and (ii) within 10 days of the board or a committee thereof for allotment date on which the Patent Security Agreement has been amended pursuant to clause (i) above, such amendment shall have been recorded with the U.S. Patent and issue of the letter of allotment on the Deemed Date of AllotmentTrademark Office; (iid) Certified true copy within 120 days of evidence certified by its company secretary the Closing Date, Foothill and Borrower shall have negotiated in good faith to establish and shall have established mutually agreeable criteria with respect to (i) the tax dues / liabilities timing and amount of the Issuer as shown on the online portal down payment required of the income tax department. (B) The Issuer shall maintain a complete record of all private placement offers made by it Account Debtors in relation to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014. (C) The Issuer shall file a return of allotment of the Debentures connection with the Registrar purchase of Companies within 4 (four) Business Days goods from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required byBorrower, and within (ii) the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer shall underwriting requirements to be in compliance with all Applicable Laws applied by Borrower with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorternew Account Debtors; (Fe) The Issuer within 45 days of the Closing Date, in the case of each Borrower Letter of Credit outstanding on the Closing Date, or within 45 days of the date on which a Borrower Letter of Credit is issued, in the case of each Borrower Letter of Credit issued after the Closing Date, (i) deliver to Foothill the original of such Borrower Letter of Credit, or (ii) cause each Person in possession of a Borrower Letter of Credit (which Person shall not be an Affiliate of any Borrower or the issuer of such Borrower Letter of Credit) to enter into a bailment agreement, in form and substance satisfactory to Foothill, pursuant to which agreement such Person shall acknowledge that it is holding such Borrower Letter of Credit as a bailee for Foothill; and (f) within 30 days of the Closing Date, Foothill shall have validly created and perfected received the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction original certificates representing or evidencing all of the Debenture TrusteePledged Shares (as defined in the Stock Pledge Agreement) of each Issuer (as defined in the Stock Pledge Agreement) that is a Non-Material Subsidiary, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 together with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4stock powers or equivalent assignments with respect thereto duly endorsed in blank.

Conditions Subsequent. This Second Amendment shall automatically be null and void and of no further force and effect on April 7, 2009 (the “First Termination Date”), unless prior to such date (I) the Bankruptcy Court shall have entered one or more orders reasonably satisfactory in form and substance to the Administrative Agent authorizing (A) The Issuer this Second Amendment (it being understood and agreed by the parties hereto that such approval is not required for this Second Amendment to become effective, but will be sought by the Borrower solely for the avoidance of doubt), which authorization may be on an interim or a final basis, (B) the payment by the Borrower to the Administrative Agent of all fees referred to herein or in that certain Fee Letter (the “Fee Letter”) dated as of March 31, 2009, (C) the payment by the Borrower to any Lenders of all fees referred to in any separate side letters (the “Expense Side Letters”) and (D) the payment by the Borrower of the Amendment Fees (as defined below), and (II) the Borrower shall have submitted paid (A) to the Debenture TrusteeAdministrative Agent all fees referred to herein or in the Fee Letter, in (B) to each Participant Lender that has executed and delivered a form and manner satisfactory signature page hereto to the Debenture TrusteeAdministrative Agent no later than 4:00 p.m. (New York City time) on March 31, 2009, an amendment fee in an amount equal to 25 basis points of the following: Tranche A Total Commitment Usage, Tranche B Loans and Tranche C Loans of each such Participant Lender as of the Effective Date (the “Amendment Fees”), (C) all invoiced expenses (including the fees and expenses of counsel to the Administrative Agent) of the Administrative Agent incurred in connection with the preparation, negotiation and execution of this Second Amendment and other matters relating to the Loan Documents in accordance with Section 10.05 of the Credit Agreement and (D) all invoiced expenses of the Lenders payable pursuant to any Expense Side Letters. Furthermore, this Second Amendment shall automatically be null and void and of no further force and effect on April 25, 2009 (the “Second Termination Date”), unless prior to such date (i) resolution the order or orders referred to in clause (I) of the board or immediately preceding sentence shall have been entered on a committee thereof for allotment final basis (with only such changes to the interim order as are reasonably satisfactory in form and issue of substance to the letter of allotment on the Deemed Date of Allotment; Administrative Agent), and (ii) Certified true copy the Borrower shall have paid (x) all invoiced expenses (including the fees and expenses of evidence certified by its company secretary with respect counsel to the tax dues / liabilities Administrative Agent) of the Issuer as shown on Administrative Agent incurred in connection with the online portal preparation, negotiation and execution of the income tax department. (B) The Issuer shall maintain a complete record of all private placement offers made by it in relation this Second Amendment and other matters relating to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures Loan Documents in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing 10.05 of the Debentures to the Debenture Trustee Credit Agreement and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted (y) all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance invoiced expenses of the Debentures including but not limited Lenders payable pursuant to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4Expense Side Letters.

Conditions Subsequent. (A) The Issuer This Amendment shall become null and void and of no further force or effect if, without the written consent of the Administrative Agent acting on behalf of the Required Lenders at such time, any of the following conditions shall have submitted to the Debenture Trustee, in a form and manner satisfactory to the Debenture Trustee, the followingoccurred: (i) resolution of the board or a committee thereof for allotment and issue of the letter of allotment on the Deemed Merger Date of Allotmentdoes not occur by September 30, 2008; (ii) Certified true copy of evidence certified by its company secretary with respect on or prior to the tax dues / liabilities incurrence of Indebtedness under any Magnum Acquisition Credit Agreement, the Issuer as shown on the online portal of the income tax department. Administrative Agent shall not have received duly executed Mortgage modifications (B) The Issuer shall maintain a complete record of all private placement offers made by it in relation proper form for recording and in form and substance reasonably satisfactory to the Debentures in form PAS–5 Administrative Agent) as provided in Companies requested by the Administrative Agent (Prospectus and Allotment of Securities) Rules, 2014. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter“Mortgage Modifications”); (Fiii) The Issuer the Merger Agreement shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated been amended or modified in Section 4. The Issuer shall have provided evidence of creation and perfection of Security any manner that is materially adverse to the satisfaction interests of the Debenture TrusteeLenders; (iv) any representation, including warranty or covenant contained in the permissions required under Section 281 Merger Agreement is breached, unless a Responsible Officer of the Income Tax ActBorrower delivers a certificate to the Administrative Agent to the effect that, 1961in the good faith opinion of the Borrower, filings such breach does not give the Borrower a right not to consummate the Merger (as defined in the Merger Agreement) (whether or not the Borrower in fact exercises (or waives) such right)(for purposes of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Securitythis clause (iv) only, to the Debenture Trustee within extent relating to the time period closing condition in the Merger Agreement that certain representations and warranties be true with such exceptions as stipulated under would not reasonably be expected to have a Company Material Adverse Effect (as defined in the Merger Agreement), the "Merger Agreement" shall mean the Merger Agreement in effect as of the Amendment Effective Date); (v) the cash consideration paid by the Borrower in connection with the Merger Agreement for the Magnum Acquisition is made other than with the proceeds of the Magnum Acquisition Credit Agreement and/or the issuance by Magnum of convertible indebtedness pursuant to clause (d) of the definition of Magnum Acquisition; provided, however, that the Borrower shall be permitted to pay with cash on hand or Borrowings any fees or expenses related to the Magnum Acquisition or issue any Letters of Credit in connection with the Magnum Acquisition; (vi) the Intercreditor Agreement has not been executed and delivered on or prior to the Merger Date; provided, however, in the event that the Borrower has issued Convertible Debt on Convertible Debt Terms, no Intercreditor Agreement shall be required; (vii) the Administrative Agent shall not have received a certificate from a Responsible Officer of the Borrower to the effect that as of the Merger Date, no Default exists or will exist after giving effect to the Magnum Acquisition; and (viii) immediately prior to and after giving effect to the Magnum Acquisition, the aggregate of unused and available Commitments plus the amount of other free and unencumbered cash and Cash Equivalents available to the Borrower shall be less than $75,000,000. Notwithstanding anything contained herein to the contrary, any consent fee paid pursuant to Section 431(b) of this Amendment shall be deemed fully-earned when paid and shall not be refunded.

Conditions Subsequent. Within 45 days after the Initial Extension of Credit (Aor, upon the request of the Borrower, such later date as the Administrative Agent shall approve in its reasonable discretion (such approval not to be unreasonably withheld or delayed) The Issuer so long as the Borrower shall have submitted used commercially reasonable efforts to satisfy the conditions set forth below within such 45-day period), furnish to the Debenture TrusteeAdministrative Agent Deeds of trust, trust deeds and mortgages in a substantially the form and manner of Exhibit G hereto (with such changes as may be satisfactory to the Debenture TrusteeAdministrative Agent and its counsel to account for local law matters) and covering the properties listed on Schedule 4.01(w) to the Disclosure Letter (together with the Assignments of Leases and Rents referred to therein and each other mortgage delivered pursuant to Section 5.01(j), in each case as amended, the following“Mortgages”), duly executed by the appropriate Loan Party, together with: (i) resolution evidence that counterparts of the board Mortgages have been either (x) duly recorded on or before the Effective Date or (y) duly executed, acknowledged and delivered in form suitable for filing or recording, in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a committee thereof for allotment valid and issue subsisting Lien having the required priority on the property described therein in favor of the letter Collateral Agent for the benefit of allotment on the Deemed Date of Allotment;Secured Parties and that all filing and recording taxes and fees have been paid, (ii) Certified true copy fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (the “Mortgage Policies”) in form and substance, with endorsements and in amount acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers acceptable to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of evidence all defects and encumbrances, excepting only Permitted Liens and other Liens created or permitted by the Loan Documents, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics’ and materialmen’s Liens) and such coinsurance and direct access reinsurance as the Administrative Agent may deem necessary or desirable, and with respect to any property located in a state in which a zoning endorsement is not available, a zoning compliance letter from the applicable municipality or a zoning report from Planning and Zoning Resources Corporation, in each case satisfactory to Administrative Agent. (iii) American Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees (where applicable) have been paid, dated no more than 30 days before the Effective Date, certified to the Administrative Agent and the issuer of the Mortgage Policies in a manner satisfactory to the Administrative Agent by its company secretary a land surveyor duly registered and licensed in the States in which the property described in such surveys is located and acceptable to the Administrative Agent, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than encroachments and other defects acceptable to the Administrative Agent, (iv) Favorable opinions of local counsel for the Loan Parties dated as of the date of the Mortgages (i) in states in which the subject properties are located, with respect to the tax dues / liabilities enforceability and perfection of the Issuer as shown on Mortgages and any related fixture filings, substantially in the online portal form of the income tax department. (B) The Issuer shall maintain a complete record of all private placement offers made by it Exhibit K hereto and otherwise in relation form and substance satisfactory to the Debentures Administrative Agent and including such assumptions and qualifications to account for local law matters as the Administrative Agent and its counsel shall approve in form PAS–5 as provided their reasonable discretion and (ii) in Companies (Prospectus and Allotment of Securities) Rules, 2014. (C) The Issuer shall file a return of allotment of states in which the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures Loan Parties party to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required byMortgages are organized or formed, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance the valid existence, corporate power and authority of such Loan Parties in the granting of the Debentures including but not limited Mortgages in form and substance reasonably satisfactory to the SEBI Regulations. The Issuer Administrative Agent and including such assumptions and qualifications to account for local law matters as the Administrative Agent and its counsel shall have made approve in their reasonable discretion, and (v) estoppel certificates executed by all filings tenants of the leased real properties listed on Schedule 4.01(x)(ii) to the Disclosure Letter, (vi) evidence of the insurance required by the terms of the Mortgages, and (vii) such other consents, agreements and confirmations of lessors and third parties as the Administrative Agent may deem necessary or desirable and evidence that all other actions that the relevant forms with Administrative Agent may deem necessary or desirable in order to create valid first and subsisting Liens on the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated property described in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4Mortgages has been taken.

Conditions Subsequent. Latest at the Delivery Date of the Newbuilding (A) The Issuer when and if the Newbuilding is delivered), the Borrower shall have submitted deliver to the Debenture Trustee, Agent the following documents or evidence of facts (as the case may be) in a form and manner substance satisfactory to the Debenture TrusteeAgent: a) The protocol of delivery and acceptance of the Newbuilding under the Shipbuilding Contract; b) The builder’s certificate in respect of the Newbuilding; c) The Mortgage in respect of the Newbuilding, and a declaration of pledge collateral thereto, duly executed on behalf of the Borrower; d) Notice of Assignment of Insurances in respect of the Newbuilding and, if applicable, the following:insurer’s acknowledgement thereof; e) Evidence (iby way of transcript of registry) resolution that the Newbuilding is registered in the name of the board Borrower in the Norwegian Ordinary Ship Registry or a committee thereof for allotment other acceptable registry (as applicable), that the Mortgage has been, or will be within the Delivery Date, executed and issue recorded with its intended first priority against the Newbuilding, and that no other encumbrances, maritime liens, mortgages or debts whatsoever are registered against the Newbuilding; f) An updated class certificate related to the Newbuilding from the relevant classification society, confirming that the Newbuilding is classed with the highest class in accordance with Clause 22.1.2 (Classification and repairs) of the letter Agreement, free of allotment on the Deemed Date of Allotmentextensions and overdue recommendations; (iig) Certified true copy Such certificates of insurance and/or insurance policies or cover notes as may be reasonably necessary to evidence certified by its company secretary with that insurance cover has been taken out in respect to the tax dues / liabilities of the Issuer as shown Newbuilding in accordance with Clause 22.1.1 (Insurance), and that the Agent’s (on the online portal behalf of the income tax department. (BFinance Parties) The Issuer shall maintain a complete record of all private placement offers made by it Security Interest in relation to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures insurance policies have been noted in accordance with the provisions relevant notices as required under the Assignment of Section 2.8 Insurances; h) Copy of this Deed and provide confirmation any commercial management agreement for the Newbuilding; i) Copy of listing any technical management agreement for the Newbuilding; j) The Newbuilding’s current SMC; k) The relevant technical manager’s current DOC; l) The ISPS certificate for the Newbuilding; m) Evidence of the Debentures Market Value of the Newbuilding; and n) A legal opinion relating to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. Mortgage (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect relevant Security Document) in respect of the Security, to the Debenture Trustee within the time period as stipulated under Section 4Newbuilding.

Conditions Subsequent. The Borrowers shall satisfy (Aor cause to be satisfied) The Issuer each of the requirements set forth below on or before the date specified for such requirement (or such later date as may be agreed by the Administrative Agent in its sole discretion): (a) No later than December 4, 2020, the Administrative Agent shall have submitted to received the Debenture Trusteefollowing documents, each document being dated the date of receipt thereof by the Administrative Agent (which date shall be the same for all such documents, except as otherwise specified below), in a form and manner substance satisfactory to the Debenture Trustee, the followingAdministrative Agent: (i) resolution Opinions of the board or a committee thereof for allotment (A) special Maryland counsel to TrAILCo, and issue of the letter of allotment on the Deemed Date of Allotment(B) special Virginia counsel to TrAILCo; (ii) Certified true copy of evidence certified by its company secretary Good standing certificates with respect to each Borrower (other than FET) issued no earlier than fifteen (15) days prior to the tax dues / liabilities of Amendment Effective Date; and (iii) Such other certifications, opinions, financial or other information, approvals and documents as the Issuer Administrative Agent, any Fronting Bank or any other Lender may have reasonably requested, all in form and substance satisfactory to the Administrative Agent, such Fronting Bank or such other Lender (as shown on the online portal of the income tax departmentcase may be). (Bb) The Issuer No later than January 15, 2021, the Borrowers shall maintain a complete record of all private placement offers made by it in relation have entered into an amendment to the Debentures Credit Agreement providing for (i) updated replacement LIBOR language (based on the ARRC hard-wired fallback language), (ii) a customary limited liability company divisions provision and (iii) an updated EEA bail-in form PAS–5 provision (reflecting the departure of the United Kingdom from the European Union), in each case, as provided in Companies (Prospectus reasonably agreed to by the Borrowers and Allotment the Administrative Agent and as customary for a facility of Securities) Rules, 2014this type. (Cc) The Issuer Prior to February 1, 2021, and at such other times thereafter as may be reasonably requested by the Administrative Agent or the Majority Lenders (but not before May 1, 2021 and no more frequently than once per fiscal quarter), FET shall file deliver to the Administrative Agent (who shall provide a return of allotment of copy to the Debentures with the Registrar of Companies within 4 (fourLenders) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Lawa written report, in Form PAS-3 as provided in Companies (Prospectus form, detail and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures substance reasonably satisfactory to the Debenture Trustee Administrative Agent and file the Information Memorandum Majority Lenders, describing the actions that FET has taken and will be taking in order to ensure that FET and the other Covered Entities (and their respective officers, directors and employees) have in place policies and procedures necessary to ensure compliance with Anti-Corruption Laws; provided, that FET shall not be required to provide (i) information subject to attorney-client privilege or (ii) information prohibited to be disclosed to the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Credit Parties by Applicable Law. (Ed) The Issuer Within one (1) Business Day after the filing of FE’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2020 (the “2020 3Q 10-Q”) with the SEC, FET shall deliver to the Administrative Agent a certificate of an Authorized Officer of FET (the statements in which shall be true, as reasonably determined by the Majority Lenders) certifying that the 2020 3Q 10□ Q does not contain any information that varies from the information contained in compliance with all Applicable Laws with the draft Form 10-Q of FE for the quarterly period ended September 30, 2020 (Confidential Draft dated November 16, 2020) delivered to the Administrative Agent and the Lenders on November 16, 2020 (the “Draft 10-Q”) in any respect materially adverse to issuance the interests of the Debentures including but not limited to Lenders under the SEBI Regulations. The Issuer shall have made all filings of all Credit Agreement and the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture other Loan Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4.

Conditions Subsequent. hedging and security (Aa) The Issuer shall have submitted Borrower shall, if it enters into any Hedging Agreement, at the time when such Hedging Agreement is entered into, enter into a Transaction Security Document creating first ranking assignment or other Security in respect of all of its present and future rights, title, interest and benefit in and to such Hedging Agreement (to the Debenture Trustee, extent not already subject to Transaction Security). (b) As soon as reasonably practicable after the Wholly-Own Time and in a form and manner satisfactory to any event within 90 days after the Debenture TrusteeWholly-Own Time (provided that the Closing Date has occurred), the followingBorrower shall procure that: (i) resolution each of the board or a committee thereof for allotment Parent, the Company, WXAT BVI, WXAT (Hong Kong), WXAT Holding Company, AppTec, WX (BVI) and issue STA Hong Kong (each an “Initial Additional Guarantor”) shall have become party to this Agreement as an Additional Guarantor as contemplated under paragraph (a) of Clause 23.30 (Guarantors); and (ii) each Initial Additional Guarantor shall have granted Transaction Security, subject to the Security Principles, over all of its assets (other than Equity Interests in WXAT), pursuant to Transaction Security Documents in form and substance satisfactory to the Facility Agent (acting reasonably); and (iii) Transaction Security over 100% of the letter Equity Interests in each Initial Additional Guarantor (other than STA Hong Kong) shall have been granted pursuant to Transaction Security Documents in form and substance satisfactory to the Facility Agent (acting reasonably). (c) As soon as reasonably practicable after the Wholly-Own Time and in any event within 90 days after the Wholly-Own Time (provided that the Closing Date has occurred), the Borrower shall procure that each of allotment WXAT BVI and WXAT shall have entered into an equity pledge agreement in form and substance satisfactory to the Facility Agent (acting reasonably) over 100% of the Equity Interests in WXAT in favor of the Security Agent and the Borrower shall procure that each of WXAT BVI and WXAT shall, with the reasonable assistance of the Security Agent, as soon as practicable after the execution of such equity pledge agreement apply for, and use reasonable efforts to obtain and effect, all requisite Authorisations required under the laws of the PRC (including approval of MOFCOM and registration with SAIC) in respect of such equity pledge agreement. (d) As soon as reasonably practicable after the Wholly-Own Time and in any event within 90 days after the Wholly-Own Time(provided that the Closing Date has occurred), the Borrower shall procure that Transaction Security over 100% of the Equity Interests in each Group Member (that is a Guarantor) and each other Material Company (that is an Offshore Group Member) shall have been granted in favor of the Security Agent pursuant to Transaction Security Documents in form and substance satisfactory to the Facility Agent (acting reasonably) (to the extent such Transaction Security has not already been granted in accordance with paragraph (b)(iii) above). (e) As soon as reasonably practicable after the Wholly-Own Time and in any event within 90 days after the Wholly-Own Time (provided that the Closing Date has occurred), subject to the Security Principles, the Borrower shall procure that: (i) each Offshore Group Member (that is a Material Company) shall have become party to this Agreement as an Additional Guarantor (to the extent that such Offshore Group Member has not already become party to this Agreement as an Additional Guarantor in accordance with paragraph (b)(i) above); and (ii) each Guarantor (that is an Offshore Group Member) grants Transaction Security over all of its assets, pursuant to Transaction Security Documents in form and substance satisfactory to the Facility Agent (acting reasonably) (to the extent such Transaction Security has not already been granted in accordance with paragraph (b)(ii) above). (f) The Borrower shall procure that: (i) as soon as reasonably practicable on or after the Deemed Closing Date (and in any event by the date falling 90 days after the Closing Date), each of AllotmentWXAT BVI and each other Offshore Group Member (that is existing as of the Closing Date and that may receive any Onshore Distributions) shall have established a Dividend Account; (ii) Certified true copy of evidence certified by its company secretary with respect each Offshore Group Member (that becomes a Group Member after the Closing Date) shall have established a Dividend Account prior to the tax dues / liabilities first time when any Onshore Distributions are to be made or paid by any Onshore Group Member to or to the order of such Offshore Group Member; and (iii) each Relevant Obligor (that is not a Group Member) shall have established a Dividend Account (Obligor) prior to the Issuer as shown on first time when any Group Distributions are to be made or paid to or to the online portal order of the income tax departmentsuch Relevant Obligor. (Bg) The Issuer Borrower shall maintain a complete record of all private placement offers made procure that WXAT shall have established the WXAT Onshore Dividend Account as soon as reasonably practicable on or after the Closing Date (and in any event by it in relation to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014date falling 90 days after the Closing Date). (Ch) The Issuer Borrower shall file a return of allotment procure that: (i) as soon as reasonably practicable on or after the Closing Date (and in any event by the date falling 90 days after the Closing Date), each Offshore Group Member (that is existing as of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date and that may transfer or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures pay any amount to or to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and order of any Onshore Group Member) shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4.established a Repatriation Account; and

Conditions Subsequent. (Aa) The Issuer shall have submitted Subject to the Debenture Trusteerights of AMCE under subparagraph (b) of this paragraph 5, in a form and manner satisfactory subject to the Debenture Trusteerights of any non-breaching Party under subparagraph (c) of this paragraph 5, this Agreement, and the followingobligations of the Parties thereunder, shall terminate and be of no further force or effect if any of the following conditions ("Conditions Subsequent") shall not have been satisfied by the indicated date: (i) resolution GCC and the Parties shall have entered into and executed a Qualified Letter of Intent on or before December 6, 2001. For purposes of this paragraph 5, a letter of intent shall be deemed a Qualified Letter of Intent if: (w) it provides for the proposed treatment of General Unsecured Claims and of the board or a committee thereof claims of Harcourt and GECC set forth in Exhibit "A" or, if it proposes different treatment for allotment and issue any such claims, such treatment is acceptable to the Committee (in the case of General Unsecured Claims), GECC (in the case of the claims of GECC) or Harcourt (in the case of claims of Harcourt), as applicable; (x) it does not provide for the treatment of any class of claims against or equity interests in GCC in a manner which is materially better than the treatment of such class set forth in Exhibit "A"; (y) it requires AMCE to pursue the acquisition of GCC pursuant to, and support, a plan of reorganization for GCC that is a Qualified Plan (subject to the conditions outlined in Exhibit "A" and other customary conditions for a transaction of this type); and (z) the terms of such letter of allotment on intent do not materially and adversely affect General Unsecured Claims or the Deemed Date claims of Allotment;Harcourt or GECC other than as provided in Exhibit "A." If any Creditor Party refuses to execute a Qualified Letter of Intent that is executed by GCC and AMCE, this condition shall nevertheless be deemed to have been satisfied, and such letter of intent executed by GCC and AMCE shall be deemed a Qualified Letter of Intent for all purposes under this paragraph 5. (ii) Certified true copy A support agreement in form and substance satisfactory to AMCE shall have been executed by each of evidence certified by its company secretary with respect the Banks and AMCE (or AMCE shall have either waived this condition or terminated this Agreement and the Qualified Letter of Intent) at least one day prior to the tax dues / liabilities Bankruptcy Court hearing to approve the Qualified Letter of the Issuer as shown on the online portal of the income tax departmentIntent. (Biii) The Issuer Bankruptcy Court in the Chapter 11 Cases shall maintain a complete record have entered an order approving the Qualified Letter of all private placement offers made by it in relation to Intent (including without limitation the Debentures in form PAS–5 as breakup fee provided in Companies (Prospectus and Allotment of Securitiestherein) Ruleson or before January 15, 20142002. (Civ) The Issuer A plan of reorganization which is a Qualified Plan and a disclosure statement for such plan shall file a return of allotment of the Debentures have been filed with the Registrar of Companies within 4 (four) Business Days from Bankruptcy Court in the Issue Closing Date Chapter 11 Cases on or such shorter timeline as prescribed under Lawbefore December 21, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law2001. (Dv) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing An order of the Debentures to Bankruptcy Court approving the Debenture Trustee and file adequacy of the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and disclosure statement for a Qualified Plan shall have submitted all other documents and made all filings with the Stock Exchange as required bybeen entered on or before February 25, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law2002. (Evi) An order of the Bankruptcy Court confirming a Qualified Plan, the terms of which are materially consistent with Exhibit "A" (a "Confirmation Order"), shall have been entered on or before March 20, 2002. (vii) The Issuer Confirmation Order shall have become a final, nonappealable order on or before April 1, 2002. (b) If AMCE has not breached its obligations under this Agreement, it may extend the date set forth in clause (i) of subparagraph (a) for a period of up to fifteen (15) days by giving written notice of its election to extend such date to the other Parties on or before such date. If AMCE is not in breach of its obligations under this Agreement or under a Qualified Letter of Intent, AMCE may extend any of the dates set forth in any or all of clauses (iii)-(vii), inclusive, of subparagraph (a) for a period of up to thirty days, by giving written notice of such election to the other Parties on or before the applicable date which is being extended. (c) In the event that the failure to occur of any of the Conditions Subsequent set forth above is the result of a breach of this Agreement or of a Qualified Letter of Intent by any Party, the non-breaching Parties may, by the written agreement of such non- breaching Parties, extend the time for satisfying such Conditions Subsequent to any date on which they may mutually agree, without the agreement of the breaching Party. This provision shall in no way limit any right or remedy which any Party may otherwise have for the breach of this Agreement, a Qualified Letter of Intent or a Qualified Plan. (d) Each Party agrees (i) to use commercially reasonable efforts, which shall not be construed to require the payment of money by any Party, other than to its own attorneys, to cause each of the foregoing Conditions Subsequent to be satisfied on a timely basis and (ii) to cooperate with the other Parties in achieving the Conditions Subsequent as expeditiously as reasonably possible (and prior to the dates set forth above). (e) Notwithstanding anything to the contrary in this Agreement, in the event that the Confirmation Order has not been entered on or before February 25, 2002, AMCE shall, if it has not breached this Agreement, have the right to terminate this Agreement by giving written notice of such termination to the other Parties on or before February 25, 2002, and, upon AMCE's exercise of this right, this Agreement, and the obligations of the Parties thereunder shall terminate and be of no further force or effect, unless at least two of the Creditor Parties notify AMCE that such Party elects to continue to be bound by this Agreement, and elects to have each of the other Parties continue to be bound by this Agreement, on or before March 2, 2002. (f) In the event that the Confirmation Order shall not have been entered on or before March 31, 2002, then either the Committee or AMCE may, if such Party has not breached this Agreement, elect to terminate its obligations under this Agreement by giving notice of such election to the other Parties on or before March 31, 2002; provided, however, that AMCE may extend the foregoing date to April 30, 2002 by giving written notice of such extension to the other Parties on or before March 31, 2002, in which event the reference to "$20 million" as the threshold for determining "Excess Deduction Claims" under the description of the treatment of Class 6 in the Term Sheet attached as Exhibit "A" shall be changed to "$20,500,000." In the event that the Committee elects to terminate its obligations under this Agreement under this subparagraph 5(f), but AMCE does not do so, then AMCE, Harcourt and GECC shall continue to be bound in compliance with all Applicable Laws with respect respects by the terms of this Agreement, and the Committee shall no longer be treated as a Party. In the event that AMCE elects to issuance terminate its obligations under this Agreement under this subparagraph 5(f), then this Agreement, and the obligations of the Debentures including but not limited to the SEBI Regulations. The Issuer Parties thereunder, shall have made all filings terminate and be of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws no further force or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4effect.

Conditions Subsequent. As conditions subsequent to the initial closing hereunder, Borrower shall perform or cause to be performed the following (Athe failure by Borrower to so perform or cause to be performed constituting an Event of Default): (a) The Issuer within 30 days following the Closing Date, deliver to Agent the certified copies of the policies of insurance, together with the endorsements thereto, as are required by SECTION 6.10, the form and substance of which shall be satisfactory to Agent, each Lender, and their respective counsel; (b) within 90 days following the Closing Date, Agent and each Lender shall have submitted received satisfactory evidence of the consummation of each of the Post-Closing Restructuring Transactions; (c) concurrent with the satisfaction of clause (b) above, Agent and each Lender shall have received consolidating balance sheet information in form reasonably acceptable to Agent and the Lenders, for each System Sub and License Sub and a detailed description of such Covenant Parties' liabilities; (d) within 30 days following the Closing Date, Agent shall have received the Concentration Account Agreements, in form and substance satisfactory to Agent, duly executed, and such document shall be in full force and effect; (e) Within 15 Business Days following the Closing Date, (i) Agent shall have received copies, with respect to each Covenant Party (other than Borrower), of (x) such Covenant Party's Governing Document Amendments, (y) the resolutions of the board of directors of such Covenant Party authorizing the adoption and filing of such Governing Document Amendments, and (z) the resolutions of the requisite shareholders of such Covenant Party authorizing the adoption and filing of such Governing Document Amendments, in each case certified by the Secretary of the applicable Covenant Party, and (ii) Agent shall have received evidence satisfactory to it that the required independent director has been appointed to the Debenture TrusteeBoard of Directors of each such Covenant Party; (f) on or before July 30, 1997, Agent and each Lender shall have received a Certificate of the Secretary of Borrower certifying to the Lenders that Borrower has completed, on or before such date, its planned relocation of its chief executive office to Pennsylvania; (g) within 10 days following the Closing Date, (i) Borrower shall have established a Securities Account in Pennsylvania with a securities intermediary acceptable to the Lenders, (ii) Borrower shall have transferred the Investment Property [CONFIDENTIAL TREATMENT REQUESTED] owned by Borrower to such Securities Account, and (iii) Agent shall have received a Control Agreement, duly executed and in full force and effect, in a form and manner satisfactory to the Debenture Trustee, the following:respect of such Securities Account; (h) [CONFIDENTIAL TREATMENT REQUESTED] (i) resolution [CONFIDENTIAL TREATMENT REQUESTED] (j) [CONFIDENTIAL TREATMENT REQUESTED] (k) within 10 Business Days following the Closing Date, the Covenant Parties shall have implemented a cash management system acceptable to the Lenders in respect of the board or a committee thereof for allotment and issue operations of the letter of allotment on Covenant Parties in all markets other than the Deemed Date of Allotmentfollowing markets: Albany, New York; Rochester, New York; New York, New York; and Philadelphia, Pennsylvania; (iil) Certified true copy of evidence certified by its company secretary with respect to the tax dues / liabilities of the Issuer as shown on the online portal of the income tax department.[CONFIDENTIAL TREATMENT REQUESTED] (Bm) The Issuer shall maintain a complete record of all private placement offers made by it in relation to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4.[CONFIDENTIAL TREATMENT REQUESTED]

Conditions Subsequent. (A) The Issuer shall have submitted Within [***] days after the Closing, the Seller shall: a. Apply for and receive all of the Required Contract Consents on terms not less favourable than those applicable to the Debenture TrusteeSeller immediately prior to Closing. All liabilities arising in relation to defaults under the Transferred Contracts due to their assignment without the Required Contract Consent shall be borne and discharged by the Seller, in a form and manner satisfactory to the Debenture Trustee, Purchaser shall not be responsible for the following:same. (i) resolution It is agreed between the Parties that Lease Agreement as listed in Schedule G. l for the premises currently in the occupation of the board or a committee thereof for allotment Seller and issue the corresponding deposit amount shall continue to be in name of Seller. Seller shall get the defect liabilities assessed by the Landlord before the Closing Date and shall bear any liabilities accrued till the Closing Date. Post Closing, Purchaser agrees to reimburse the lease rentals at the rate of Rs. 14,30,250 (INR Fourteen lakh thirty thousand two hundred fifty only) including applicable taxes, [***], till the end of May 2021 in accordance with the lease agreement currently subsisting between the Seller and the Landlord. Seller shall seek approval from the Lessor of the letter Lease Agreement under Clause 17 of allotment on the Deemed Date Lease Agreement for the use of Allotment;the property by the Purchaser till the end of term of Lease Agreement. (ii) Certified true copy After the date of evidence certified closing and before the expiry of the lease term, the Purchaser commits that it shall be solely responsible for any defects or damages or any other levies for violation of the terms of the lease agreement, in respect of the leased premises. The Purchaser also agrees to be bound by all the existing terms and conditions of the lease until its company secretary with respect expiry. If Purchaser seeks any modification(s) to the tax dues / liabilities structure or branding requirements that requires any specific approval by the Landlord as per the terms of the Issuer as shown on lease agreement, the online portal Purchaser must seek [***]. The Seller would lend limited assistance for approaching the office of the income tax departmentLandlord in such cases. (Biii) The Issuer shall maintain a complete record of all private placement offers made by it In any event, both Seller and Purchaser agree that the lease agreement currently existing in relation to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014. (C) The Issuer shall file a return of allotment favour of the Debentures with Seller shall not be renewed after its expiry period at the Registrar end of Companies within 4 (four) Business Days from May 2021 and the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment Seller is obligated to issue notice of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures termination in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing lease agreement. c. Transfer the accumulated balances of the Debentures Employees to the Debenture Trustee and file the Information Memorandum provident fund maintained by Purchaser with the Stock Exchange within timelines Regional Provident Fund Commissioner. d. Issue letters to all appropriate Governmental Authorities intimating them of the transfer of Specified Employees to the Purchaser, as prescribed may be legally required. e. Insurance contracts if any on which premiums have been previously paid by the Seller in respect of assets or the leased premises would be transferred in the name of the Purchaser subject to feasibility under Law the Insurance contract and shall have submitted all other documents and made all filings the concurrence of the Insurer. Seller would make [***] for coordination with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Lawinsurer. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4.

Conditions Subsequent. Notwithstanding any of the provisions of this Agreement to the contrary, each of the conditions set forth in this Section 4 shall be satisfied in full on or before November 29, 1999 and the failure of one or more of the conditions set forth in this Section 4 to be satisfied on or before November 29, 1999 shall be deemed an Event of Default under the terms of the Equipment Loan Agreement and the Administrative Agent and the Lenders shall be entitled to exercise any and all available remedies: (Aa) The Issuer execution and delivery of waivers of all presently uncured defaults and events of default under each of the Interim Mall Credit Agreement, the Bank Credit Agreement and Disbursement Agreement (collectively, the "Other Facility Waivers"), each substantially in the form of Xxxxxxxx X-0, X-0 and D-3 hereto, and delivery to Administrative Agent of an executed copy of each of the Other Facility Waivers; (b) the Company shall have submitted caused the Project to be free of all Liens and encumbrances other than Permitted Liens, and the Title Insurer shall have issued endorsements insuring that the Project is free of all Liens and encumbrances other than Permitted Liens; (c) the Unallocated Contingency Balance shall equal or exceed the Required Minimum Contingency and Available Funds shall equal or exceed Remaining Costs after giving effect to the Debenture TrusteeAdditional Contingent Claims as a Remaining Cost (it being understood that the delivery of the certificate set forth in (d) below shall be deemed satisfaction of this condition); (d) Borrowers shall have certified to the Administrative Agent, in a form and manner substance reasonably acceptable to Administrative Agent and Construction Consultant, that (i) the schedule to achieve Completion attached hereto as Exhibit B is accurate and complete and all conditions for Completion will be satisfied by November 12, 1999 and (ii) the Unallocated Contingency Balance equals or exceeds the Required Minimum Contingency and Available Funds equals or exceeds Remaining Costs after giving effect to the Additional Contingent Claims as a Remaining Cost and such certification shall set forth in detail the derivation of all such figures and calculations (setting forth in detail the sources for payment of all Remaining Costs and the sources of Available Funds); (e) the Construction Consultant shall have certified to the Administrative Agent, in form and substance reasonably acceptable to the Administrative Agent, that (i) the schedule to achieve Completion attached hereto as Exhibit B is reasonable and all conditions for Completion may be satisfied by November 12, 1999 and (ii) the Unallocated Contingency Balance equals or exceeds the Required Minimum Contingency and Available Funds equals or exceeds Remaining Costs after giving effect to the Additional Contingent Claims as a Remaining Cost and such certification shall set forth in detail the derivation of all such figures and calculations (setting forth in detail the sources for payment of all Remaining Costs and the sources of Available Funds); (f) the Borrowers shall have made the payment of principal and interest in full in respect of the Mortgage Notes and the Subordinated Notes due on or before November 15, 1999; (g) Borrowers shall have paid to the Lenders the fee described in Section 5 below; (h) delivery to the Administrative Agent of an estoppel certificate from the HVAC Provider in form and substance reasonably satisfactory to the Debenture TrusteeAdministrative Agent, stating that, as of the date of such certificate, (i) there are no uncured defaults, nor is the HVAC Provider aware of any condition or state of events that with the passage of time may result in a default, by the Company under the HVAC Services Agreement, the following:Construction Agency Agreement or the HVAC Ground Lease and (ii) such agreements remain in full force and effect; (i) resolution delivery to Administrative Agent of an opinion or opinions of counsel to the Company in form and substance reasonably acceptable to the Administrative Agent; and (j) the Company shall have delivered to Administrative Agent, for the benefit of Lenders, revised financial projections covering the term of the board or a committee thereof for allotment and issue of the letter of allotment on the Deemed Date of Allotment; (ii) Certified true copy of evidence certified by its company secretary with respect to the tax dues / liabilities of the Issuer as shown on the online portal of the income tax departmentLoans. (B) The Issuer shall maintain a complete record of all private placement offers made by it in relation to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4.

Conditions Subsequent. (Aa) The Issuer Borrower shall have submitted procure that originals of each of the documents listed in paragraph 4(a) of Part I (Conditions Precedent) of Schedule 2 (Documents and evidence to be delivered) shall be delivered to the Debenture TrusteeAgent promptly after the first Utilisation Date. (b) The Borrower shall ensure that, as soon as possible, but in a any event within six Months after the Acquisition Closing Date, security documents in respect of the security listed below will be executed and all the Perfection Requirements will be completed in form and manner substance reasonably satisfactory to the Debenture TrusteeLenders and all of the documents and evidence listed in Part III (Additional Security Documents) of Schedule 2 (Documents and evidence to be delivered) in relation to each such security document be delivered to the Security Agent, each in form and substance reasonably satisfactory to the followingSecurity Agent: (i) resolution a charge over all of the board or a committee thereof for allotment and issue of shares in the letter of allotment on the Deemed Date of Allotment;Target; and (ii) Certified true copy of evidence certified by its company secretary with respect to the tax dues / liabilities extent permitted under applicable law and subject to any contractual restrictions (including rights of the Issuer as shown on the online portal minority shareholders): (A) a charge over all of the income tax department.shares in any Material Target Subsidiary; (B) The Issuer shall maintain a complete record charge over the Dividends Account (Material Target Subsidiary) of all private placement offers made by it in relation to each Material Target Subsidiary incorporated outside the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014.PRC; and (C) The Issuer shall file a return of allotment (subject to Clause 21.26 (Minimum Cash Deposits)) pledge(s) or charge(s) over cash deposit or deposit certificate or similar arrangement reasonably satisfactory to the Majority Lenders by Subsidiaries of the Debentures Target with aggregate amount not lower than the Registrar Minimum Cash Deposits (for the avoidance of Companies within 4 (four) Business Days from doubt, if, at an time, any part of the Issue Closing Date Minimum Cash Deposits deposited in the Deposit Accounts has been applied towards repayment or prepayment of all or any part of the Loans pursuant to the terms of this Agreement, such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as cash deposit shall not be required under Lawto be pledged or charged). (Dc) The Issuer To the extent permitted under applicable law and subject to any contractual restrictions (including rights of the minority shareholders), the Borrower shall complete ensure that to the process of listing extent permitted under the Debentures applicable law: (i) as soon as possible, and in any event within six Months after the Acquisition Closing Date, each Material Target Subsidiary as at the Acquisition Closing Date becomes a Guarantor in accordance with Clause 24.2 (Accession as Guarantor); and (ii) as soon as possible, and in any event within six Months after the provisions of Section 2.8 of this Deed and provide confirmation of listing date when any member of the Debentures to Group which is not a Material Target Subsidiary as at the Debenture Trustee and file the Information Memorandum Acquisition Closing Date becomes a Material Target Subsidiary, such Material Target Subsidiary becomes a Guarantor in accordance with the Stock Exchange within timelines Clause 24.2 (Accession as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable LawGuarantor). (Ed) The Issuer Borrower shall be in compliance with all Applicable Laws with respect to issuance (and shall ensure that each Obligor and each relevant member of the Debentures Group will) use commercially reasonable endeavours to overcome any such restrictions or limitations under applicable law and any contractual restrictions (including but not limited rights of the minority shareholders) referred to in paragraphs (a) and (b) above, and shall promptly comply with paragraphs (a) and (b) above once such restrictions or limitations or contractual restrictions have been overcome. (e) The Borrower shall: (i) promptly after the Acquisition Closing Date deliver to the SEBI Regulations. The Issuer shall have made all filings Agent a list of all Approved Co-Investors as at the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if Acquisition Closing Date; and (ii) promptly upon any stated change in the Debenture Documentslist of Approved Co-Investors, whichever is shorter; (F) The Issuer shall have validly created and perfected the Securityan updated list of Approved Co-Investors, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction each case, certified by a director, a senior officer or an authorised signatory of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4Borrower.

Conditions Subsequent. In the event the Borrower requests the Additional Drawing, then within thirty (A30) The Issuer days following the date of such Additional Drawing, the Lender shall have submitted received, in form and substance satisfactory to Lender and its counsel, a certificate signed by a senior executive officer of Borrower stating that the amount of the Additional Drawing has been repaid in full, together with such other documentation as Lender shall reasonably require evidencing the same." 6. The obligations of Lender under this Second Amendment and the Loan Agreement are subject to the Debenture Trusteefollowing conditions precedent, all of which shall be performed or satisfied in a manner in form and manner substance reasonably satisfactory to the Debenture Trustee, the followingLender and its counsel: a. The Lender shall have received certified (ias of the Effective Date) resolution copies of the resolutions of the board or a committee thereof for allotment and issue of directors of the letter of allotment on the Deemed Date of AllotmentBorrower authorizing and approving this Second Amendment; (b. The Lender shall have received a certificate signed by the President, Vice President or Chief Financial Officer of the Borrower dated as of the Effective Date, stating that: i. The representations and warranties contained in this Second Amendment and in the Loan Documents are true and correct in all material respects on and as of such date; ii) Certified true copy . No Default or Event of evidence certified Default has occurred and is continuing, or would result from the making of this Second Amendment; c. The Lender shall have received payment of the reasonable legal fees and expenses of the Lender's counsel; d. The Lender shall have received payment of an extension fee in the amount of $37,500. which the Borrower acknowledges shall have been earned by its company secretary the Lender in connection with the transactions contemplated hereby. 7. All terms and conditions of the Loan Agreement, except as modified by this agreement are hereby affirmed and ratified. 8. The Loan Agreement, together with this Second Amendment, embodies the entire agreement and understanding between the Lender and the Borrower and supersedes all prior agreements and understandings relating to the subject matter hereof. 9. This Second Amendment shall be governed and construed in accordance with the laws of the State of New York. 10. No modification or waiver of or with respect to any provision of this Second Amendment and all other agreements, instruments and documents delivered pursuant hereto or thereto, nor consent to any departure by the tax dues / liabilities Lender from any of the Issuer as shown on the online portal of the income tax department. (B) The Issuer terms or conditions thereof, shall maintain a complete record of all private placement offers made by in any event be effective unless it shall be in relation to the Debentures in form PAS–5 as provided in Companies (Prospectus writing and Allotment of Securities) Rules, 2014. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures executed in accordance with the provisions of Section 2.8 the Loan Agreement, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand on the Borrower or any Guarantor in any case shall, of itself, entitle it, him or her to any other or further notice or demand in similar or other circumstances. 11. The provisions of this Deed Second Amendment are severable, and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law if any clause or provision shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction and shall have submitted all not in any manner affect such clause or provision in any other documents and made all filings with the Stock Exchange as required byjurisdiction, and within the timelines as stipulated by, Stock Exchange or any other Applicable Lawclause or provision in this Second Amendment in any jurisdiction. (E) The Issuer 12. This Second Amendment may be signed in any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument. 13. This Second Amendment shall be in compliance with all Applicable Laws with respect binding upon and inure to issuance the benefit of the Debentures including but not limited Borrower and its successors and to the SEBI Regulationsbenefit of the Lender and its successors and assigns. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, rights and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction obligations of the Debenture Trustee, including Borrower under this Second Amendment shall not be assigned or delegated without the permissions required under Section 281 prior written consent of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of CompaniesLender, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4purported assignment or delegation without such consent shall be void.

Conditions Subsequent. Any and all obligations of the Lender are expressly conditioned upon receipt and performance of the following on or before May 1, 2001 and the failure of the Borrower to deliver such items or perform such conditions on or before such date shall constitute an Event of Default under the Agreement: (Aa) The Issuer Lender shall have submitted received counterparts of each Mortgage and other security agreements as may be necessary in the reasonable opinion of the Lender naming the Borrower or its Subsidiaries or Affiliates, as applicable, as debtor in favor of the Lender, as secured party relating to each of the Debenture TrusteePeppertree Assets, duly executed and delivered by the Borrower or its Subsidiaries or Affiliates, as applicable, which Mortgages shall be in a form full force and manner effect. (b) The Lender shall have received evidence satisfactory to the Debenture TrusteeLender that each of the Mortgages shall have been recorded in the appropriate state or local recording office and, in connection therewith, the following:Lender shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company, together with such endorsements, coinsurance and reinsurance as may be requested by the Lender, insuring the Mortgages as valid liens on the Peppertree Assets having a priority acceptable to the Lender, together with such additional deliveries and legal opinions required to be furnished pursuant to the terms of the Mortgages, or as reasonably requested by the Lender. (ic) resolution The Borrower has advised the Lender that certain of the board or a committee thereof for allotment Peppertree Assets currently are encumbered by prior liens, and issue that the consent of the letter lien holder may be required in order to enter into a Mortgage relating to such property in favor of allotment on the Deemed Date Lender. If the Borrower is unable to enter into a Mortgage in favor of Allotment; (ii) Certified true copy of evidence certified by its company secretary the Lender with respect to any Peppertree Assets, the tax dues / liabilities Borrower shall provide the Lender with copies of the Issuer as shown on mortgage, deed of trust or other agreement setting forth the online portal provision pursuant to which such Mortgage may not be entered into by the Borrower together with a letter dated no later than thirty (30) days from the date hereof from an authorized officer of such lien holder stating that such lien holder does not consent to the income tax departmententering into of such a Mortgage by the Borrower. (Bd) The Issuer Borrower shall maintain have paid the fees and expenses of the Lender incurred in connection with the Mortgages and all other agreements pursuant to which a complete record of all private placement offers made by it lien, pledge or security interest in relation any Peppertree Assets is granted to the Debentures in form PAS–5 as provided in Companies Lender and all documents related thereto (Prospectus including, without limitation the fees and Allotment expenses of Securities) Rules, 2014counsel to the Lender). (Ce) The Issuer Borrower and its Subsidiaries and Affiliates shall file a return execute any and all further documents, financing statements, agreements and instruments, and take all further action (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of allotment trust) that may be required under applicable law, or that the Lender may reasonably request, in order to grant, preserve, protect and perfect the validity and priority of the Debentures with security interests created or intended to be created by the Registrar of Companies within 4 (four) Business Days from Mortgages and any other agreements pursuant to which a lien, pledge or security interest in any Peppertree Assets is granted to the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus Lender and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Lawall documents related thereto. (Df) The Issuer Borrower and its Subsidiaries and Affiliates shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures maintain or cause to be maintained insurance covering physical loss or damage to the Debenture Trustee property subject to each Mortgage in such amounts and file subject to such other provisions as the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and Lender shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Lawreasonably request. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4.

Conditions Subsequent. (Aa) The Issuer shall have submitted Company shall, as soon as it becomes available, and in any event within thirty (30) days of the date of this Agreement, deliver to the Debenture Trustee, Collateral Management Agent a Borrowing Base Audit Report. (b) The Company shall procure that if any assets which are included in the Borrowing Base at any time are located in a form and manner satisfactory jurisdiction in which a perfected first priority security interest cannot be granted in respect of future assets, the Borrowers will enter into periodic pledges with the Security Trustee (the frequency of which shall be agreed with the Lenders provided that such frequency shall be no less than on a weekly basis) in respect of assets located in such jurisdictions. The Company shall provide to the Debenture TrusteeSecurity Agent such corporate authorities and legal opinions as the Security Agent may require in respect of such security. (c) The Borrowers shall, prior to commencing onshore storage of inventory in the followingFujairah Freezone, Emirate of Fujairah, enter into and deliver to the Facility Agent in respect thereof: (i) resolution of the board or a committee thereof for allotment UAE Pledges duly executed by each party thereto and issue of the letter of allotment on the Deemed Date of Allotmentin full force and effect; (ii) Certified true copy a Collateral Management Agreement in respect thereof; (iii) a legal opinion of evidence certified by its company secretary with respect Hadef & Partners as to UAE law in a form and substance satisfactory to the tax dues / liabilities Facility Agent; (iv) a legal opinion of Fxxxxxxxx & Jxxxxxxx LLP as to Mxxxxxxx Islands and Liberian law (or, if different, a legal opinion as to the law of the Issuer as shown on jurisdiction of any relevant Obligor which will sign a UAE Pledge issued by counsel for the online portal Facility Agent in such jurisdiction) in a form and substance satisfactory to the Facility Agent; and (v) evidence of the income tax departmentauthority of Aegean Oil Terminal Corporation (as bailee) to execute the UAE Pledges. (Bd) The Issuer Borrowers shall maintain a complete record of not include any assets in Spain or Morocco in the Borrowing Base until the Spanish Pledges or the Moroccan Pledge (as applicable) have been entered into and are in full force and effect, the Facility Agent has received evidence satisfactory to it that all private placement offers made representations and all other action needed to perfect the Security created by it in relation to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014those Transaction Security Documents has been completed. (Ce) The Issuer Company shall file a return of allotment procure that by no later than sixty (60) days after the date of the Debentures with first Utilisation hereunder all existing facilities of the Registrar of Companies within 4 Group other than Financial Indebtedness permitted pursuant to clause 24.18 (fourFinancial Indebtedness) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, have been repaid in Form PAS-3 as provided in Companies (Prospectus full and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders cancelled and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures all related Security not previously released in accordance with the provisions of Section 2.8 of conditions precedent contained in this Deed Agreement is released, and shall provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines Facility Agent such evidence (including without limitation deeds of release of security) as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Lawit may require acting reasonably in respect thereof. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4.

Conditions Subsequent. Borrowers shall deliver to Agent the following documents and other items, each, satisfactory (Ain form and substance, as applicable) The Issuer to Agent in Agent's sole discretion, duly executed where appropriate by authorized representatives of Borrowers and all other parties thereto, as the case may be, on or before the dates set forth below (any failure by the Borrowers to fully and timely satisfy any of the conditions set forth below shall have submitted constitute an Event of Default): (a) On the Reverse Stock Split Transaction Borrowing Date, prior to the Debenture Trusteeissuance of the Advance under the Revolving Facility in accordance with Section 2.4 of the Agreement, in a form and manner satisfactory Borrowers shall deliver to the Debenture Trustee, Agent all of the following: (i) resolution a Borrowing Certificate in form and substance satisfactory to Agent, and attached hereto as Exhibit 5(a)(i) and all conditions to lending set forth in Section 4.2 of the board or a committee thereof for allotment and issue of the letter of allotment on the Deemed Date of AllotmentAgreement shall have been satisfied; (ii) Certified true copy a written opinion of evidence certified by counsel for Borrowers in form and content satisfactory to Agent in its company secretary with respect Permitted Discretion, addressed to the tax dues / liabilities Agent and its counsel, and covering such matters related to the transactions contemplated by the Reverse Stock Split Transaction as the Agent may request, including, without limitation, as to the following: (a) the validity and enforceability of all Reverse Stock Split Transaction Documents and the Reverse Stock Split Transaction; (b) the due authorization and approval of the Issuer as shown on Reverse Stock Split Transaction by Parent's Board of Directors and stockholders in accordance with applicable law; (c) Parent's receipt of all consents, approvals, licenses and authorizations from third parties and governmental authorities and Parent's filing of all recordings, registrations and documents with the online portal SEC and all applicable state securities authorities which are necessary in accordance with applicable law for the Reverse Stock Split Transaction; (d) no actions, suits, proceedings or other investigations pending or, to counsel's knowledge, threatened that seek to affect the completion of the income tax departmentReverse Stock Split Transaction; and (e) that all of the Reverse Stock Split Transaction Documents comply as to form in all material respects with the requirements of the Securities Exchange Act of 1934, as amended and the applicable rules and regulations of the SEC thereunder; (iii) true and correct copies of the Reverse Stock Split Transaction Documents, including any and all correspondence to or from the SEC, complaints or other proceedings brought by stockholders of Parent or other documentation in connection with the Reverse Stock Split Transaction, and all terms and conditions thereof shall be satisfactory to the Agent; and (iv) a compliance certificate of Borrowers' chief financial officer in the form of Exhibit 5(a)(iv) attached hereto, together with such additional documents and information as Agent may request, in its Permitted Discretion, stating that such person has reviewed the relevant terms of the Loan Documents and that before and after giving effect to the Reverse Stock Split Borrowing Date and the Reverse Stock Split Transaction: (a) no Default or Event of Default has occurred or is continuing; (b) Borrowers have EBITDA for the twelve (12) consecutive months ending on such date of at least $3,800,000; and (c) the representations and warranties contained in the Loan Documents are true and correct in all material respects. (Bb) The Issuer Within 20 days of the Reverse Stock Split Transaction Borrowing Date, Agent shall maintain a complete record have received all amendments, modifications and supplements to Parent's certificate of incorporation, all private placement offers made by it in relation to the Debentures of which shall be in form PAS–5 as provided and substance satisfactory to Agent in Companies (Prospectus and Allotment of Securities) Rules, 2014its Permitted Discretion. (Cc) The Issuer shall file a return of allotment Within 3 days of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under LawReverse Stock Split Transaction Borrowing Date, in Form PAS-3 as provided in Companies (Prospectus Agent shall have received all amendments, modifications and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures supplements to the Debenture Trustee Reverse Stock Split Transaction Documents and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant documents, forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, schedules required to be created filed with the SEC to terminate registration under the Exchange Act and perfected within the time period as stipulated in suspend Parent's reporting obligations under Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction 13 of the Debenture Trustee, including Exchange Act and to terminate listing or quotation on the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4Over-the-Counter Bulletin Board.

Conditions Subsequent. (Aa) The Issuer Parent shall supply to the Lender a copy of the Key-man Policies within 90 days of the date of this Agreement. (b) Velti US Holdings, Inc shall grant, as soon as possible (exercising best efforts to do so) but, in any event, not later than within 30 Business Days of the AdInfuse Acquisition Security being released, Security over the entire issued share capital of AdInfuse, Inc. (c) The Parent shall procure that by not later than the Velti SA Accession Date, HSBC Bank shall have submitted to executed the Debenture Trustee, HSBC Consent Letter (in a form and manner satisfactory acceptable to the Debenture TrusteeLender acting reasonably). (d) The Parent shall procure that on or before the Velti SA Accession Date, Velti SA shall accede to this Agreement as an Additional Borrower in accordance with the following:terms of this agreement and shall execute the Velti SA Security in favor of the Lender and supply to the Lender the Velti SA Additional Documents (all such documents to be in a form acceptable to the Lender acting reasonably). (e) The Parent shall procure that on the date that Velti SA accedes to this Agreement as an Additional Borrower, Velti SA shall confirm to the Lender and provide evidence of utilisation of a loan from the Parent of $5,000,000 pursuant to the terms of the Downstream Loan Agreement. (f) The Parent shall, on or before the Velti SA Accession Date, provide the Lender with a letter confirming the Holding Account and the Mandatory Prepayment Account, which for the avoidance of doubt must be two separate accounts, including details of such accounts, account numbers and names and addresses of the bank or banks where such accounts are held. (g) The Parent shall within 5 Business Days of the date of the first Utilisation under this Agreement issue the Arrangement Fee Shares to the Lender (or such other individuals as the Lender may specify in writing to the Parent prior to the date of this Agreement). (h) The Parent shall within 8 Business Days of the date of the first Utilisation under this Agreement deliver a certified copy of the shareholders’ register of the Parent evidencing the issuance of the Arrangement Fee Shares to the Lender (or such other individuals as the Lender may specify in writing to the Parent prior to the date of this Agreement). (i) resolution The Parent shall within 14 Business Days of the board or a committee thereof for allotment and issue date of the letter of allotment on first Utilisation under this Agreement deliver share certificates evidencing the Deemed Date of Allotment; (ii) Certified true copy of evidence certified by its company secretary with respect to the tax dues / liabilities of the Issuer as shown on the online portal of the income tax department. (B) The Issuer shall maintain a complete record of all private placement offers made by it in relation to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited Arrangement Fee Shares to the SEBI RegulationsLender (or such other individuals as the Lender may specify in writing to the Parent prior to the date of this Agreement). The Issuer shall have made all filings of Lender confirms that all the relevant forms with conditions set out in this Clause 20.29 have been satisfied as at the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4First Restatement Date.

Conditions Subsequent. As conditions subsequent to initial closing hereunder, Borrower shall perform or cause to be performed the following (Athe failure by Borrower to so perform or cause to be performed constituting an Event of Default hereunder): (a) The Issuer within 30 days following the Closing Date, deliver to Foothill the certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 6.10, the form and substance of which shall have submitted be satisfactory to Foothill and its counsel; (b) to the Debenture Trusteeextent that Foothill closes without satisfaction on or before the Closing Date of any condition precedent pertaining to Real Property (including assignments of leasehold estates), such condition precedent shall not be waived and automatically shall become a condition subsequent that Borrower shall use its reasonable best efforts to complete as soon as practicable following the Closing Date; (c) within 60 days following the Closing Date, deliver to Foothill Collateral Access Agreements from the lessors with respect to Borrower's headquarters location in a form Alpharetta, Georgia, and manner its Warner Center location in Woodland Hills, California; (d) within 60 days following the Closing Date, deliver to Foothill evidence that Borrower has obtained business interruption insurance, the terms and conditions of the insurance policy regarding such insurance to be satisfactory to Foothill; (e) within 60 days following the Debenture TrusteeClosing Date, deliver to Foothill evidence that Borrower has increased the amount of its combined single limit bodily injury and property damage insurance to $20,000,000, the following:terms and conditions of the insurance policy regarding such insurance to be satisfactory to Foothill; (f) within 60 days following the Closing Date, either (i) resolution the approximately $1,500,000 Indebtedness of Santa Clarita to Mountasia shall have been restructured on terms and conditions satisfactory to Foothill, such restructured Indebtedness shall have been evidenced by a negotiable promissory note made by Santa Clarita to the board or order of Mountasia, and such promissory note shall have been endorsed and negotiated by Mountasia to Foothill, as a committee thereof for allotment and issue of holder in due course, in order to secure the letter of allotment on the Deemed Date of Allotment; Obligations, (ii) Certified true copy the approximately $1,500,000 Indebtedness of evidence certified Santa Clarita to Mountasia shall have been exchanged by its company secretary Mountasia for additional partnership interests in Santa Clarita, which such additional partnership interests shall have been hypothecated by Mountasia in favor of Foothill in order to secure the Obligations, or (iii) Mountasia shall institute and diligently prosecute proceedings designed to effect the collection of the approximately $1,500,000 of Indebtedness of Santa Clarita to Mountasia; and (g) within 45 days following the Closing Date, (i) enter into a Blocked Account Agreement with a Blocked Account Bank, (ii) irrevocably instruct the bank at which the Temporary Account is maintained to remit all Collections received in such account directly to the Blocked Account, and (iii) irrevocably instruct any depositary institution with which any deposit account of any Debtor (other than the Blocked Account) is maintained to remit all Collections received in such accounts to the Blocked Account. During the period from and after the Closing Date up to the date on which the foregoing conditions are satisfied, Borrower shall telecopy to Foothill an account activity statement with respect to the tax dues / liabilities of the Issuer as shown on the online portal of the income tax department. (B) The Issuer shall maintain a complete record of all private placement offers made by it in relation to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated Collections received in the Debenture DocumentsTemporary Account as often as Collections are received in the Temporary Account, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated but in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4event no less frequently than once per week.

Conditions Subsequent. (Ai) The Issuer Within 60-days after the Initial Extension of Credit, the Borrower shall have submitted use commercially reasonable efforts to the Debenture Trusteeobtain a Collateral Access Agreement, in a substantially the form and manner of Exhibit M attached hereto or in form otherwise reasonably satisfactory to the Debenture TrusteeAdministrative Agent, in each case, executed by the lessor under the applicable Collateral Access Leases. Notwithstanding anything to the contrary in this Agreement, if the Borrower shall fail to obtain the collateral access agreement with respect to any Collateral Access Lease within such 60-day period, after using commercially reasonable efforts to do so, the following: Borrower shall have no further obligation to execute and deliver to the Administrative Agent the same and the condition set forth in this Section 5.01(q)(i) with respect thereto shall be deemed to be satisfied by the Borrower. As used in this Section 5.01(q)(i), “commercially reasonable efforts” shall require the Borrower to commence and prosecute the matter referred to with diligence and in a manner consistent with customary business practices, but shall not require that the Borrower expend any sums of money except such sums which are designed to compensate a lessor for reasonable expenses in reviewing the applicable documentation (i) resolution of including reasonable legal fees). The Borrower shall promptly, upon request, provide the board or Administrative Agent with a committee thereof for allotment and issue of report in reasonable detail summarizing the letter of allotment on commercially reasonable efforts undertaken to obtain the Deemed Date of Allotment;collateral access agreements referenced in this Section 5.01(q)(i). (ii) Certified true copy Within 45 days after the Initial Extension of Credit (provided that so long as the Borrower shall have used commercially reasonable efforts to satisfy the conditions set forth below within such 45-day period, the Administrative Agent shall, upon the request of the Borrower, extend the 45-day period for such additional period as shall be requested by the Borrower, not to exceed 45 additional days; provided further that any additional extensions thereafter shall be subject to the approval of the Required Lenders), furnish to the Administrative Agent deeds of trust, trust deeds and mortgages in substantially the form of Exhibit E hereto (with such changes as may be reasonably satisfactory to the Administrative Agent and its counsel to account for local law matters) and otherwise in form and substance reasonably satisfactory to the Administrative Agent and covering the properties listed on Schedule 4.01(y) hereto (together with the Assignments of Leases and Rents referred to therein and each other mortgage delivered pursuant to Section 5.01(i), in each case as amended, the “Mortgages”), duly executed by the appropriate Loan Party, together with: (A) evidence certified by its company secretary that counterparts of the Mortgages have been either (x) duly recorded or (y) duly executed, acknowledged and delivered in form suitable for filing or recording, with all filing or recording offices that the Administrative Agent may reasonably deem necessary or desirable in order to create a valid first and subsisting Lien on the property described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or adequate provisions for their payment shall have been made, (B) with respect to the tax dues / liabilities of Owned Real Properties, fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (the Issuer as shown “Mortgage Policies”) in form and substance, with endorsements and in amount reasonably acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers acceptable to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the online portal of the income tax department. (B) The Issuer shall maintain a complete record property described therein, free and clear of all private placement offers made by it in relation to defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Encumbrances, and providing for such other affirmative insurance (including endorsements for future advances under the Debentures in form PAS–5 Loan Documents and for mechanics’ and materialmen’s Liens) and such coinsurance and direct access reinsurance as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014.the Administrative Agent may deem necessary or desirable, (C) The Issuer shall file a return of allotment with respect to the Owned Real Properties, American Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees have been paid, dated no more than 30 days before the date the related Mortgage is recorded, certified to the Administrative Agent and the issuer of the Debentures with Mortgage Policies in a manner reasonably satisfactory to the Registrar Administrative Agent by a land surveyor duly registered and licensed in the states in which the property described in such surveys is located and acceptable to the Administrative Agent, showing all buildings and other improvements, any off-site improvements, the location of Companies within 4 (four) Business Days from any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the Issue Closing Date absence of encroachments, either by such improvements or on to such shorter timeline as prescribed under Lawproperty, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rulesother defects, 2014 along with a complete list of Debenture Holders other than encroachments and containing such details as required under Law.other defects reasonably acceptable to the Administrative Agent, (D) The Issuer shall complete the process such consents and agreements of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed lessors and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required bythird parties, and within such estoppel letters and other confirmations, as the timelines as stipulated by, Stock Exchange Administrative Agent may reasonably deem necessary or any other Applicable Law.desirable, (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance evidence of the Debentures including but not limited to insurance required by the SEBI Regulations. The Issuer shall have made all filings terms of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter;Mortgages, (F) The Issuer shall have validly created and perfected Favorable opinions of local counsel for the SecurityLoan Parties (i) in states in which the Owned Real Properties are located, required with respect to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation enforceability and perfection of Security the Mortgages and any related fixture filings, substantially in the form of Exhibit K hereto and otherwise in form and substance satisfactory to the satisfaction Administrative Agent and including such assumptions and qualifications to account for local law matters as the Administrative Agent and its counsel shall approve in their reasonable discretion and (ii) in states in which the Loan Parties party to the Mortgages are organized or formed, with respect to the valid existence, corporate power and authority of such Loan Parties in the granting of the Debenture TrusteeMortgages in form and substance reasonably satisfactory to the Administrative Agent and including such assumptions and qualifications to account for local law matters as the Administrative Agent and its counsel shall approve in their reasonable discretion, including and (G) evidence that all other action that the permissions required under Section 281 Administrative Agent may reasonably deem necessary or desirable in order to create valid first and subsisting Liens on the property described in the Mortgages has been taken. (iii) Within 45 days after the Initial Extension of Credit (which time period may be extended by an additional 45 days at the sole discretion of the Income Tax ActCollateral Agent), 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, Borrower shall furnish to the Debenture Trustee within Collateral Agent Account Control Agreements (as defined in the time period Security Agreement), Securities Account Control Agreements (as stipulated under Section 4defined in the Security Agreement) or such other “control agreements” in form and substance reasonably satisfactory to the Collateral Agent covering all of the Loan Parties’ Account Collateral or Security Collateral (each as defined in the Security Agreement).

Conditions Subsequent. The Borrowers shall satisfy (Aor cause to be satisfied) The Issuer each of the requirements set forth below on or before the date specified for such requirement (or such later date as may be agreed by the Administrative Agent in its sole discretion): (a) No later than December 4, 2020, the Administrative Agent shall have submitted to received the Debenture Trusteefollowing documents, each document being dated the date of receipt thereof by the Administrative Agent (which date shall be the same for all such documents, except as otherwise specified below), in a form and manner substance satisfactory to the Debenture Trustee, the followingAdministrative Agent: (i) resolution Opinions of the board or a committee thereof for allotment (A) special Maryland counsel to TrAILCo, and issue of the letter of allotment on the Deemed Date of Allotment(B) special Virginia counsel to TrAILCo; (ii) Certified true copy of evidence certified by its company secretary Good standing certificates with respect to each Borrower (other than FET) issued no earlier than fifteen (15) days prior to the tax dues / liabilities of Amendment Effective Date; and (iii) Such other certifications, opinions, financial or other information, approvals and documents as the Issuer Administrative Agent, any Fronting Bank or any other Lender may have reasonably requested, all in form and substance satisfactory to the Administrative Agent, such Fronting Bank or such other Lender (as shown on the online portal of the income tax departmentcase may be). (Bb) The Issuer No later than January 15, 2021, the Borrowers shall maintain a complete record of all private placement offers made by it in relation have entered into an amendment to the Debentures Credit Agreement providing for (i) updated replacement LIBOR language (based on the ARRC hard-wired fallback language), (ii) a customary limited liability company divisions provision and (iii) an updated EEA bail-in form PAS–5 provision (reflecting the departure of the United Kingdom from the European Union), in each case, as provided in Companies (Prospectus reasonably agreed to by the Borrowers and Allotment the Administrative Agent and as customary for a facility of Securities) Rules, 2014this type. (Cc) The Issuer Prior to February 1, 2021, and at such other times thereafter as may be reasonably requested by the Administrative Agent or the Majority Lenders (but not before May 1, 2021 and no more frequently than once per fiscal quarter), FET shall file deliver to the Administrative Agent (who shall provide a return of allotment of copy to the Debentures with the Registrar of Companies within 4 (fourLenders) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Lawa written report, in Form PAS-3 as provided in Companies (Prospectus form, detail and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures substance reasonably satisfactory to the Debenture Trustee Administrative Agent and file the Information Memorandum Majority Lenders, describing the actions that FET has taken and will be taking in order to ensure that FET and the other Covered Entities (and their respective officers, directors and employees) have in place policies and procedures necessary to ensure compliance with Anti-Corruption Laws; provided, that FET shall not be required to provide (i) information subject to attorney-client privilege or (ii) information prohibited to be disclosed to the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Credit Parties by Applicable Law. (Ed) The Issuer Within one (1) Business Day after the filing of FE’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2020 (the “2020 3Q 10-Q”) with the SEC, FET shall deliver to the Administrative Agent a certificate of an Authorized Officer of FET (the statements in which shall be true, as reasonably determined by the Majority Lenders) certifying that the 2020 3Q 10Q does not contain any information that varies from the information contained in compliance with all Applicable Laws with the draft Form 10-Q of FE for the quarterly period ended September 30, 2020 (Confidential Draft dated November 16, 2020) delivered to the Administrative Agent and the Lenders on November 16, 2020 (the “Draft 10-Q”) in any respect materially adverse to issuance the interests of the Debentures including but not limited to Lenders under the SEBI Regulations. The Issuer shall have made all filings of all Credit Agreement and the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture other Loan Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4.

Conditions Subsequent. (Aa) The Issuer Borrower shall have submitted to procure that the Debenture Trustee, Lender has received all of the following documents and other evidence in a form and manner substance satisfactory to it on or before 30 June 2015 (or such later date as the Debenture Trustee, Lender and the following:Borrower may agree): (i) in respect of each Finance Document which execution has been waived or deferred (as agreed by the Lender and the Borrower) to a date on or before 30 June 2015, if required by the Lender, a copy of a resolution of the board of directors of each Obligor: (A) approving the terms of, and the transactions contemplated by, each such Finance Document to which it is a party and resolving that it execute, deliver and perform each such Finance Document to which it is a party; (B) authorising a specified person or persons to execute each such Finance Document to which it is a committee thereof for allotment party on its behalf; (C) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and issue of the letter of allotment on the Deemed Date of Allotmentnotices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with such Finance Documents; (ii) Certified true in respect of each Finance Document to which the Borrower is a party which execution has been waived or deferred (as agreed by the Lender and the Borrower) to a date on or before 30 June 2015, if required by the Lender, a copy of evidence certified a resolution signed by HoldCo in its company secretary with capacity as the sole holder of the issued shares in the Borrower, approving the terms of, and the transactions contemplated by, each such Finance Document; (iii) in respect of each Finance Document to which the Borrower is a party which execution has been waived or deferred (as agreed by the Lender and the Borrower) to a date on or before 30 June 2015, if required by the Lender, a copy of a resolution of the board of directors of each corporate shareholder of HoldCo approving the terms of the resolution referred to in (ii) above; (iv) each of the following Finance Documents executed by the Obligors which are party to them, and _________________________________ where applicable: (A) a blocked accounts agreement between ___________________ HoldCo and the Lender in relation to the tax dues / liabilities of the Issuer as shown on the online portal of the income tax department.HoldCo OPEX Accounts; (B) The Issuer shall maintain a complete record an Inter-Company Loan Security Agreement in respect of all private placement offers made Permitted Loans granted by it an Obligor which is not a Ghanaian party which are required to be assigned to the Lender; (C) a Subordination Agreement executed by the Parent, HoldCo and the Borrower; (D) a security agreement in relation to the Debentures Canada Equity Account with number _____________________________, in each case governed by South African law; (v) an original counterpart of the direct agreement between Xxxxxx Energy Ghana Limited, the Borrower and the Lender in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rulessubstance satisfactory to the Lender, 2014.duly executed by Xxxxxx Energy Ghana Limited and the Borrower; (Cvi) The Issuer shall file a return of allotment an original counterpart of the Debentures with direct agreement between PW Ghana Limited, the Registrar of Companies within 4 (four) Business Days from Borrower and the Issue Closing Date or such shorter timeline as prescribed under LawLender, in Form PAS-3 as provided in Companies form and substance satisfactory to the Lender, duly executed by the Borrower and PW Ghana Limited; (Prospectus and Allotment vii) copies of Securitiesall executed Inter-Company Loan Agreements; (viii) Rules, 2014 along evidence that all Finance Documents that are required to be registered with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures Governmental Body in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required byCanada, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall Personal Property Security Registry in Canada, have made all filings of all been duly registered with the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorterGovernmental Body; (Fix) The Issuer shall have validly created evidence that the Borrower has acquired all appropriate surface access rights to the mining area defined in the Project Plan including without limitation crop and perfected land deprivation compensation agreements; (x) a letter from Xxxxx addressed to the SecurityLender: (A) listing the insurance policies of the Obligors; (B) confirming that insurance policies of the Obligors are on risk; (C) confirming that the insurance for the Obligors: (1) is at a level acceptable to the Lender; (2) covers appropriate risks for the business carried out by the Obligors; and (3) names the Lender as first loss payee, together with copies of the Construction All Risks Insurance Policy, Wrap-up Liability Policy, Marine Cargo Damage Policy and Marine Delay in Start-Up Policy, all in form and substance satisfactory to the Lender. (xi) a legal opinion of ___________________ legal advisers to the Lender as to British Columbia law; (xii) to the extent that any Security Document governed by South Africa law or otherwise is required to be created registered with a Governmental Body in South Africa, evidence that such registration has been duly effected; (xiii) a copy of all notices required to be sent under the Finance Documents referred to in paragraph (iv) above, executed by the Obligors which are party to them. (b) The Borrower shall procure that the Lender has received all of the following documents and perfected other evidence in form and substance satisfactory to the Lender on or before 3 July 2015 (or such later date as the Lender and the Borrower may agree): (i) an original counterpart of an accounts agreement between the Parent, the Lender and _________________ in relation to the Canada Equity Account with number _________________ 001 held with _________________, governed by South African law, duly executed by the Parent and _________________ Failure to deliver such document within such period will constitute an Event of Default; (ii) a legal opinion of _________________ legal advisers to the time period Lender as stipulated in Section 4to English law; (iii) a legal opinion of _________________ legal advisers to the Lender as to Ghana law; and (iv) a legal opinion of _________________ legal advisers to the Lender, as to South African law. The Issuer Lender agrees that to the extent that all other conditions required to be satisfied under this Clause 4.5 (Conditions Subsequent) on or before 3 July 2015 to enable the legal opinions referred to in Clauses 4.5(b)(ii), (iii) and (iv) to be issued have been satisfied and/or waived, no Event of Default shall occur if such legal opinions are not received by the Lender on or before 3 July 2015. (c) The Borrower shall procure that the Lender has received all of the following documents and other evidence in form and substance satisfactory to the Lender by 31 July 2015 (or such later date as the Lender and the Borrower may agree): (i) an original counterpart of the direct agreement between WBHO Ghana Limited, Xxxxxx, the Borrower and the Lender, duly executed by WBHO Ghana Limited, Xxxxxx and the Borrower; (ii) evidence that the fees, costs and expenses due from the Borrower pursuant to the Finance Documents have been paid; and (iii) evidence that the signatures of the Parent in the security cession referred to in paragraph (f) of the definition of Security Document (the “Account Cession”) has been duly certified by a Canadian notary and such signatures have been duly authenticated in Canada by the signature and seal of the necessary office in order to ensure the Account Cession can be received in the courts of South Africa. Failure to deliver such evidence within such period will constitute an Event of Default. (d) The Borrower shall procure that the Lender has received all of the following documents and other evidence in form and substance satisfactory to it on or before 31 December 2015 (or such later date as the Lender and the Borrower may agree): (i) in respect of each Finance Document to which the Borrower is a party which execution has been waived or deferred (as agreed by the Lender and the Borrower) to a date on or before 31 December 2015 (or such later date as the Lender and the Borrower may agree), a copy of a resolution of the board of directors of each Obligor: (A) approving the terms of, and the transactions contemplated by, each such Finance Document to which it is a party and resolving that it execute, deliver and perform each such Finance Document to which it is a party; (B) authorising a specified person or persons to execute each such Finance Document to which it is a party on its behalf; (C) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with such Finance Documents to which it is a party; (ii) in respect of each Finance Document to which the Borrower is a party which execution has been waived or deferred (as agreed by the Lender and the Borrower) to a date on or before 31 December 2015 (or such later date as the Lender and the Borrower may agree), a copy of a resolution signed by HoldCo in its capacity as the sole holder of the issued shares in the Borrower, approving the terms of, and the transactions contemplated by, each such Finance Document; (iii) in respect of each Finance Document to which the Borrower is a party which execution has been waived or deferred (as agreed by the Lender and the Borrower) to a date on or before 31 December 2015 (or such later date as the Lender and the Borrower may agree), a copy of a resolution of the board of directors of each corporate shareholder of HoldCo approving the terms of the resolution referred to in (ii) above; (iv) a certificate of an authorised signatory of each Obligor certifying: (A) that each copy document relating to it specified in this Clause 4.5(d)(i) is correct, complete and in full force and effect and has not been amended or superseded; and (B) confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded; (v) each of the following Finance Documents executed by the Obligors which are party to them and __________________ where applicable: (A) a mortgage of the shares in the Borrower held by HoldCo governed by Ghanaian law; (B) full fixed and floating security over the Project Assets owned by the Borrower governed by Ghanaian law, to include the Ghana Project Accounts and any Ancillary Opex Account in the name of the Borrower and held in Ghana, the Mining Properties and Mining Leases; (C) a security cession and an accounts agreement in relation to any Ghana Project Account held with _______________________________________, in each case governed by South African law; and (D) an Inter-Company Loan Security Agreement in respect of all Permitted Loans granted by an Obligor which is a Ghanaian party which are required to be assigned to the Lender. (vi) all share certificates, transfers and stock transfer forms or equivalent duly executed by the relevant Obligor in blank in relation to the assets subject to or expressed to be subject to the mortgage of the shares in the Borrower held by Holdco, and all other title and other documents (including but not limited to signed but undated resignation letters of each director of the Borrower (other than any director appointed to the board of directors of the Borrower by the Ghana Government)) required to be provided to the Lender under the mortgage of the shares in the Borrower held by Holdco; (vii) evidence of creation stamping in Ghana of such Finance Documents as required by the Lender; (viii) evidence that all Finance Documents (other than the mortgage over the Mining Properties and perfection of Security the Mining Leases) that are required to be registered with a Governmental Body in Ghana, including but not limited to the satisfaction of Ghana Companies Registry and the Debenture TrusteeGhana Collateral Registry, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 have been duly registered with the relevant Registrar Governmental Body; (ix) evidence that: (A) the fixed charge over the Mining Properties and the fixed charge over the Mining Leases have been duly registered with the Ghana Companies Registry and Ghana Collateral Registry; and (B) an application for the registration of Companiesthe fixed charge over the Mining Leases has been submitted to the Ghana Lands Commission; (x) a copy of the consent received from the Minister for Lands and Natural Resources in Ghana approving the creation of security over the Mining Leases in accordance with the Security Documents; (xi) a legal opinion of ___________________ as to the capacity and authority of the Ghanaian parties, and the validity and enforceability of the Ghanaian law Security Documents; (xii) a legal opinion of _____________, legal adviser to the Lender, as to South African law; (xiii) evidence (dated no earlier than 28 days before the date of execution of those Security Documents governed by Ghana law, execution of which has been waived or deferred (as agreed by the Lender and the Borrower) to 31 December 2015) (or such later date as the Lender and the Borrower may agree)) that: (A) no Security other than Transaction Security is registered against the Borrower (and in the case of the mortgage of the shares of the Borrower, the Borrower and HoldCo) or any of their respective assets; (B) no application for such Security is pending in any of the Ghana Collateral Registry, Deeds Registry, Lands Commission or Ghana Companies Registry; and (C) in relation to the Borrower only, no liquidator, receiver, administrative receiver, administrator, compulsory manager or other documents similar officer has been appointed and that no such appointment is pending; (xiv) to the extent that any Security Document governed by South Africa law or otherwise is required to create and/or perfect be registered with a Governmental Body in South Africa, evidence that such registration has been duly effected; (xv) a copy of all notices required to be sent under the SecurityFinance Documents referred to in paragraph (iv) above, executed by the Obligors which are party to them. (e) The Borrower shall procure that the fixed charge over the Mining Leases has been duly registered with the Ghana Lands Commission by no later than 12 months from the date of its execution (or such later date as the Lender and the Borrower may agree), in form and substance satisfactory to the Debenture Trustee Lender. (f) The Borrower shall procure that the Agreed Resettlement Action Plan is delivered to the Lender no later than 12 months following the date of the CP Satisfaction Notice (or such later date as the Lender may agree) or such earlier date as may be necessary to comply with applicable law and regulation and the Project Plan. (g) The Borrower shall provide the Lender with a copy of the Borrower’s Environmental Permit, as renewed, within 10 Business Days (or such later date as the time period Lender and the Borrower may agree) of receipt by the Borrower or Xxxxxx (as stipulated under Section 4applicable) of the renewed Environmental Permit from the Ghana Environmental Protection Agency. (h) The Borrower shall provide the Lender with: (A) within five (5) Business Days (or such later date as the Lender and the Borrower may agree) of the date on which the Mining Lease Deeds of Assignment are executed, evidence that the Mining Lease Deeds of Assignment have been submitted to the Minerals Commission as part of the application for consent to the transfer of the Mining Leases by the Borrower to Xxxxxx; (B) within five (5) Business Days (or such later date as the Lender and the Borrower may agree) of receipt thereof by any Obligor, (i) a copy of the notification from the Minerals Commission confirming that it will recommend to the Government of Ghana, acting through the Minister for Lands and Natural Resources to approve the transfer of the Mining Leases from the Borrower to Xxxxxx in accordance with the Mining Lease Deeds of Assignment or (ii) where the aforesaid confirmation is communicated by the Minerals Commission orally, written confirmation of such oral communication (“Approval in Principle”); (C) within five (5) Business Days (or such later date as the Lender and the Borrower may agree) of receipt thereof by any Obligor from the relevant Governmental Body, a copy (certified by Ghanaian legal counsel to the relevant Obligor) of the approval by the Government of Ghana, acting through the Minister for Lands and Natural Resources, of the sale and transfer of the Mining Leases by the Borrower to Xxxxxx in accordance with the Mining Lease Deeds of Assignment (“Final Approval”); (D) (i) within seven (7) Business Days (or such later date as the Lender and the Borrower may agree) of receipt by any Obligor of the Final Approval, evidence that the Mining Lease Deeds of Assignment have been submitted for stamping in Ghana and

Conditions Subsequent. (Aa) The Issuer Not later than May 31, 1999, the Credit Parties shall have submitted deliver to the Debenture TrusteeAgents a copy of an appraisal conducted in accordance with sound appraisal standards by independent appraisers acceptable to, and in form satisfactory to, the Agents of the Credit Parties' Equipment, showing the auction value of such Equipment (the "Auction Value") as of a form and manner satisfactory recent date. (b) If the Auction Value is less than $17,500,000, then not later than July 31, 1999 (or such later date as the Agents may determine), the Credit Parties shall deliver or cause to be delivered to the Debenture Trustee, Agents the following: (i) resolution a mortgage or deed of trust, in form and substance satisfactory to the board or Agents (each, a committee thereof for allotment and issue of "Mortgage"), encumbering each MORTGAGED Property (as defined below), duly executed by the letter of allotment on the Deemed Date of AllotmentBorrower that owns such Mortgaged Property; (ii) Certified true a mortgagee's title policy for each Mortgage (A) dated on or about the date of such Mortgage in an amount satisfactory to the Agents; (B) insuring that such Mortgage creates a valid first Lien on the Mortgaged Property, free and clear of all Liens except Liens permitted under the Credit Agreement; (C) naming the Agents as the insured thereunder; (D) in the form of ALTA Loan Policy-1992 or such other form as is acceptable to the Agents; and (E) containing such endorsements and affirmative coverages as the Agents may reasonably request, together with evidence that all premiums in respect of each such policy have been paid by or on behalf of the Borrowers; (iii) a survey of each Mortgaged Property, in form and substance satisfactory to the Agents and certified within 45 days prior to the date of the related Mortgage by an independent public surveyor reasonably satisfactory to the Agents, meeting the minimum standard detail requirements for ALTA/ACSM surveys, and showing (A) the exact location and dimensions of such Mortgaged Property and the improvements thereon, (B) the exact location of all lot and street lines, required height and setback lines, all means of access to and all easements relating to such Mortgaged Property, (C) the names of all streets and alleys abutting such Mortgaged Property and (D) the absence of any encroachments, rights-of-way or easements on such Mortgaged Property or any encroachments by the improvements thereon on adjoining property, or any other defects except Liens permitted under the Credit Agreement, together with a surveyor's certificate reasonably satisfactory to the Agents; and (iv) a copy of evidence certified an appraisal of each Mortgaged Property conducted in accordance with sound appraisal standards by its company secretary with respect to independent appraisers acceptable to, and in form and substance satisfactory to, the tax dues / liabilities Agents, showing the fair market value of the Issuer such Mortgaged Property as shown on the online portal of the income tax departmenta recent date. (Bc) The Issuer shall maintain a complete record If the Auction Value is less than $17,500,000, then not later than July 31, 1999 (or such later date as the Agents may determine), the Credit Parties shall, at their own expense, execute and deliver all such documents, agreements, opinions and instruments, and take all such actions (including, without limitation, the payment of all private placement offers made by it in relation applicable mortgage recording taxes), relating to the Debentures in form PAS–5 Mortgages and the Mortgaged Properties as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014the Agents may reasonably request. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4.

Conditions Subsequent. As conditions subsequent to this Amendment, the Agent and the Banks require that by no later than: (Aa) The Issuer October 7, 2005, the Borrower shall have submitted deliver evidence to the Debenture TrusteeAgent that the Borrower has dissolved LTF Corporate Businesses Company, in LLC, a form Delaware limited liability company (“CBC”) and manner satisfactory to the Debenture TrusteeLTF Air Company, the followingLLC, a Delaware limited liability company (“AIR CO”); provided, however, that: (i) resolution the Borrower covenants and agrees with the Agent and the Banks that, prior to the dissolution of CBC and AIR CO, neither the Borrower nor any of the board Borrower’s other Subsidiaries shall contribute any assets to either CBC or a committee thereof for allotment AIR CO and issue of the letter of allotment on the Deemed Date of Allotment;that neither CBC nor AIR CO shall engage in any business; and (ii) Certified true copy of evidence certified by its company secretary with respect if the Borrower fails to timely dissolve CBC and AIR CO, then the Agent, upon 10 Business Days’ prior written notice to the tax dues / liabilities of Borrower, may impose the Issuer as shown Default Rate commencing on the online portal first day following the end of the income tax department. (B) The Issuer shall maintain a complete record of all private placement offers made by it in relation to the Debentures in form PAS–5 as provided in Companies (Prospectus such notice period and Allotment of Securities) Rules, 2014. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus continuing thereafter until CBC and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorterAIR CO are dissolved; (Fb) The Issuer October 31, 2005, the Borrower shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security deliver to the satisfaction of the Debenture Trustee, including the permissions Agent all Related Agreements and/or amendments to existing Related Agreements that may be required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 by Teachers in connection with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, Borrower’s obtaining Teachers’ consent to the Debenture Trustee within Restructuring; provided, however, that all such Related Agreements and amendments shall be subject to the time period Agent’s determination, in its sole and absolute discretion, that such Related Agreements and amendments establish a post-Restructuring claim against the Borrower, the Restructuring Subsidiaries and their respective assets that is similar to the pre-Restructuring claim that Teachers had against the Borrower and its assets; provided further, however, that if the Agent notifies the Borrower that such Related Agreements and amendments enhance Teachers’ pre-Restructuring claim, then the Borrower shall immediately unwind the Restructuring and shall execute such documents as stipulated under Section 4may be required by the Agent as being necessary or convenient to effect such unwinding; and (c) October 31, 2005, the Borrower shall deliver to the Agent all Related Agreements and/or amendments to existing Related Agreements that may be required by Associated Bank Minnesota or Associated Bank, National Association in connection with the Borrower’s obtaining the respective bank’s consent to the Restructuring; provided, however, that all such Related Agreements and amendments shall be subject to the Agent’s determination, in its sole and absolute discretion, that such Related Agreements and amendments establish a post-Restructuring claim against the Borrower, the Restructuring Subsidiaries and their respective assets that is similar to the pre-Restructuring claim that the relevant bank had against the Borrower and its assets; provided further, however, that if the Agent notifies the Borrower that such Related Agreements and amendments enhance the relevant bank’s pre-Restructuring claim, then the Borrower shall exclude the Clubs respectively located in Champlin, MN and Savage, MN from the Restructuring.

Conditions Subsequent. (i) With respect to (A) The Issuer any newly-acquired Unencumbered Parcel with a gross book value in excess of $1,000,000, or (B) any Unencumbered Parcel owned by any Loan Party as of the Amendment Effective Date in which any such Loan Party has invested such that the gross book value of the land and any buildings thereon after the investment is completed is greater than $1,000,000, the Loan Parties shall have submitted deliver to the Debenture TrusteeAdministrative Agent, within 90 days after the closing of any such acquisition in a clause (A) above or of any such investment in clause (B) above with respect to such property, the following, each dated such day (unless otherwise specified) in form and manner substance satisfactory to the Debenture TrusteeLenders: deeds of trust, trust deeds, mortgages, leasehold mortgages and leasehold deeds of trust in form reasonably satisfactory to the Administrative Agent (together with the Assignments of Leases and Rents referred to therein and each other mortgage delivered pursuant to Section 5.01(j), in each case as amended, the following"Mortgages"), duly executed by the appropriate Loan Party, together with: (iA) resolution evidence that counterparts of the board Mortgages have been duly recorded in all filing or recording offices that the Administrative Agent may reasonably deem necessary or desirable in order to create a committee thereof for allotment valid first and issue subsisting Lien on the property described therein in favor of the letter Collateral Agent for the benefit of allotment the Secured Parties and that all filing and recording taxes and fees have been paid, (B) fully paid American Land Title Association Lender's Extended Coverage title insurance policies (the "Mortgage Policies") in form and substance, with endorsements and in amount reasonably acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers acceptable to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the Deemed Date property described therein, free and clear of Allotment;all defects (including, but not limited to, mechanics' and materialmen's Liens) and encumbrances, excepting only Permitted Encumbrances, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics' and materialmen's Liens) and such coinsurance and direct access reinsurance as the Administrative Agent may reasonably deem necessary or desirable, (C) American Land Title Association form surveys, certified to the Administrative Agent and the issuer of the Mortgage Policies in a manner reasonably satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located and acceptable to the Administrative Agent, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than encroachments and other defects reasonably acceptable to the Administrative Agent, (D) the Assignments of Leases and Rents referred to in the Mortgages, duly executed by the appropriate Loan Party, (E) such consents and agreements of lessors and other third parties, and such estoppel letters and other confirmations, as the Administrative Agent may reasonably deem necessary or desirable, (F) evidence of the insurance required by the terms of the Mortgages, and (G) evidence that all other action that the Administrative Agent may deem reasonably necessary or desirable in order to create valid first and subsisting Liens on the property described in the Mortgages has been taken. (ii) Certified true copy Within 60 days after the request of evidence certified the Administrative Agent, at the Borrower's sole cost and expense, the Borrower shall use its reasonable best efforts to cause the Debt under this Agreement to be rated by up to two independent rating agencies selected by the Administrative Agent for the period through the Termination Date. The rating, if any, of the Debt under this Agreement by up to two independent rating agencies at any time shall be referred to herein as the "Debt Rating." (iii) Within 90 days after the Amendment Effective Date, the Parent shall supplement Schedule 4.01(aa) hereto to set forth thereon a complete and accurate list of all Material Contracts of each Loan Party and its company secretary Subsidiaries involving, as of the date hereof, aggregate consideration payable to or by such Loan Party or its Subsidiaries of $10,000,000 to $19,999,999 in any year, and shall deliver to the Administrative Agent such Schedule 4.01(aa) as so supplemented. (iv) The Borrower shall maintain in a segregated account subject to an account control agreement in favor of the Collateral Agent on behalf of the Lenders cash and Cash Equivalents in an amount equal to not less than (A) $18,500,000 through October 29, 2003 and (B) $9,250,000 from October 30, 2003 through April 29, 2004 (the "Release Date"). Subject to the foregoing and the following sentence, no withdrawals may be made from such account except (A) to make the Contingent Payments or (B) to make such other payments as the Required Lenders may authorize in writing in their discretion. Notwithstanding the foregoing, such account shall be terminated and any amounts remaining therein shall be released to the Borrower promptly after the earlier to occur of (1) the satisfaction in full of all obligations, if any, of the Loan Parties with respect to the tax dues / liabilities of Contingent Payments, or (2) the Issuer as shown Release Date, if, and only if, any claims that may require the Borrower to make the Contingent Payments are released, settled or compromised. Any earnings on the online portal of the income tax department. (B) The Issuer funds on deposit in such account shall maintain a complete record of all private placement offers made by it in relation be disbursed to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014Borrower from time to time. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4.

Conditions Subsequent. (A) The Issuer shall have submitted to To consist of the Debenture Trustee, in a form and manner satisfactory to the Debenture Trustee, the followingfollowing only: (i) resolution the existing indebtedness of the board or a committee thereof for allotment and issue Target Group (as of the letter Closing Date) (the “Existing Indebtedness”) shall have been repaid in full no later than (in the case of allotment on any Existing Indebtedness in respect of which Existing Indebtedness Consents have been obtained or are not required) 30 days after the Deemed Closing Date or (in the case of Allotmentany Existing Indebtedness in respect of which Existing Indebtedness Consents are required but have not been obtained as at the Closing Date) the Closing Date; (ii) Certified true any security and/or guarantees provided in connection with the Existing Indebtedness shall have been released no later than (in the case of any Existing Indebtedness in respect of which Existing Indebtedness Consents have been obtained or are not required) 60 days after the Closing Date or (in the case of any Existing Indebtedness in respect of which Existing Indebtedness Consents are required but have not been obtained as at the Closing Date) 30 days after the Closing Date; (iii) occurrence of the Closing Date (as defined in this Term Sheet) and the “Closing Date” as defined in the Acquisition Agreement on or prior to the Initial Drawdown Date (Cayman Islands time); (iv) on the Initial Drawdown Date (Cayman Islands time), (A) a copy of evidence certified the application letter to register the plan of merger, stamped by its company secretary with respect to the tax dues / liabilities of the Issuer as shown on the online portal of the income tax department. (B) The Issuer shall maintain a complete record of all private placement offers made by it in relation to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 in the Cayman Islands (fourthe “ROC”) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies and (Prospectus and Allotment of SecuritiesB) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing certified true copy of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance Plan of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorterMerger; (Fv) The Issuer shall have validly created within 5 Business Days after the Initial Drawdown Date, a copy of the certificate of merger issued by the ROC in connection with the Acquisition; (vi) a copy of the constitutional documents of the Target as the surviving company; (vii) post-closing guarantees and perfected security as required in the “Security” and “Guarantors” sections, all deliverables required to be created delivered thereunder, accession of applicable persons to Finance Documents including the Intercreditor Agreement, conditions precedent relating to such persons/guarantees/security (including corporate authorisations, and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence legal opinions of creation and perfection of Security counsel to the satisfaction Lenders); (viii) execution and delivery of the Debenture Trustee, including Shareholder Documents (except if delivered as conditions precedent); (ix) the permissions required under Section 281 Borrower shall give each Lender (or any affiliate thereof as designated by such Lender) a right to match any quote it obtains from any person for any interest rate hedging in respect of the Income Tax ActFacility, 1961provided that if no Lender (and no such designated affiliate) can match such quote, filings the Borrower shall be free to enter into hedging agreements with such person on the terms so disclosed and offered to the Lenders. If there is more than one Lender (and/or such designated affiliate) that can match such quote, the Borrower shall enter into such hedging with each such Lender (and each such designated affiliate) on a pro rata basis among each such Lender and each such designated affiliate by reference to the commitments/participations in the Facility of Form CHG-9 such Lenders (or the Lenders which have designated such affiliates). If no Lender (and Form CHG-1 no such designated affiliate) can match such quote and the Borrower enters into such hedging with such person that is not a Lender (or such designated affiliate), such person (as hedge counterparty) may, at the Borrower’s election, benefit from the Transaction Security created under the Finance Documents if it accedes to the Intercreditor Agreement; (x) (A) WXAT BVI shall establish a dividend account with the relevant Registrar of Companies, Facility Agent (into which any and all dividends and other distributions made or paid by WXAT and/or any other Onshore Group Member to WXAT BVI shall be deposited) and (B) WXAT shall establish a dividend account with one or more of the Lenders (or, in each case, an affiliate of a Lender as specified by such Lender) to be agreed (through which any and all dividends and other distributions to be made by WXAT to any Offshore Group Member or any holder of Equity Interest in WXAT shall be paid) (the “Onshore Dividend Account”); (xi) WXAT shall establish an onshore cash pooling bank account in respect of WXAT and its wholly-owned subsidiaries with one or more of the Lenders (or, in each case, an affiliate of a Lender as specified by such Lender) to be agreed that the Facility Agent can monitor (and all surplus cash not required for the day-to-day business of WXAT and such wholly-owned subsidiaries (as determined by WXAT and such wholly-owned subsidiaries in their discretion) shall be deposited into such onshore cash pooling bank account) (the “Cash Pooling Account”); (xii) each Offshore Group Member (that transfers any amount to any Onshore Group Member) will establish a bank account with one of the Lenders (or, in each case, an affiliate of a Lender as specified by such Lender) into which all amounts to be transferred from such Offshore Group Member to any Onshore Group Member will be deposited (each such account, a “Repatriation Account”); and (xiii) each Offshore Group Member (that is a Material Subsidiary) will establish a central collection account (as contemplated in paragraph (nn) of the “General Undertakings” section. Such central collection account may be the same account as the Repatriation Account of such Offshore Group Member, Provided that delivery of the documents required referred to create and/or perfect in paragraphs (iv), (v) and (vi) above by the Security, Company to the Debenture Trustee within LBO Facility Agent under the time period LBO Facility shall be deemed to constitute the delivery of the same documents by the Borrower to the Facility Agent under the Facility (for so long as stipulated under Section 4the Facility Agent is also performing the role of the LBO Facility Agent and the LBO Facility is subsisting).

Conditions Subsequent. (Aa) The Issuer Not later than the December 22, 2003, Borrowers shall have submitted cause the following conditions subsequent to the Debenture Trustee, in a form and manner satisfactory to the Debenture Trustee, the followingbe satisfied: (i) resolution the Lender shall have received a "date down and modification" endorsement to each of the board or a committee thereof mortgagee title insurance policies (collectively, the "TITLE POLICIES") issued for allotment and issue the benefit of the letter Lender with respect to the Cadiz Deeds of allotment on Trust, and the Deemed Date CVDC Deeds of AllotmentTrust, which endorsements shall (i) be issued by the Chicago Title Insurance Company for the benefit of the Lender and its successors and assigns, (ii) insure the amendments to the Cadiz Deeds of Trust and the CVDC Deeds of Trust required to be delivered pursuant to Section 5 of this Agreement and the continued priority of the Cadiz Deeds of Trust and the CVDC Deeds of Trust granted to the Lender, (iii) confirm that all real property taxes with respect to the property encumbered by the Cadiz Deeds of Trust and the CVDC Deeds of Trust have been paid prior to the date of the Title Policies, along with any fine, penalty, interest, late charge or similar fine or penalty with respect to the payment of such taxes, (iv) be otherwise in form and substance satisfactory to the Lender in its sole discretion; (ii) Certified true copy of evidence certified by its company secretary all real property taxes with respect to the tax dues / liabilities property encumbered by the Cadiz Deeds of Trust and the CVDC Deeds of Trust have been paid prior to the date of the Issuer as shown on the online portal of the income tax department. (B) The Issuer shall maintain a complete record of all private placement offers made by it in relation to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) RulesTitle Policies, 2014. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required byany fine, and within the timelines as stipulated bypenalty, Stock Exchange interest, late charge or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws similar fine or penalty with respect to issuance the payment of such taxes, and (iii) the Debentures including but not limited delivery to the SEBI Regulations. The Issuer shall have made all filings Administrative Agent (or its counsel) by each Borrower of any Uniform Commercial Code financing statements covering all the relevant forms with security interests created by or pursuant to the concerned Registrar of Companies in accordance with, Pledge and within the timelines prescribed under, Applicable Laws or within time period if any stated Security Agreements in the Debenture DocumentsING Collateral pledged pursuant thereto, whichever is shorter; (F) The Issuer shall have validly created and perfected as executed by each Borrower to the SecurityLender, required along with such financing statements, or other statements or documents to be created and perfected the same purposes, within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 4.01(o) hereof. (b) Any failure to satisfy the conditions subsequent set forth in Section 4.02(a)(i) and (ii) on or before December 22, 2003, or the condition subsequent set forth in Section 4.02(a)(iii) by the date required therein, shall constitute an Event of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4Default.

Conditions Subsequent. (A) The Issuer On or before the Delivery Date of each of the Xxxxxx Vessel, the Drake Vessel and the Barentsz Vessel, the Borrower shall have submitted procure that each Tasman Collateral Owner being the owner thereof shall deliver to the Debenture TrusteeLender the following documents: (a) a duly executed original of each of the Tasman Collateral Mortgages, in a form Tasman Collateral Assignments and manner satisfactory Tasman Collateral Managers’ Undertakings relevant to each of the Debenture TrusteeXxxxxx Vessel, the followingDrake Vessel and the Barentsz Vessel and of each document to be delivered under each of them; (b) documentary evidence showing that: (i) resolution each of the board or a committee thereof Xxxxxx Vessel, the Drake Vessel and the Barentsz Vessel is in the absolute and unencumbered (save for allotment any Encumbrances created pursuant to the Collateral Loan Agreement and issue the Platon Loan Agreement) ownership of the letter of allotment on Tasman Collateral Owner which is the Deemed Date of Allotmentowner thereof save as contemplated by the Finance Documents; (ii) Certified true copy each of evidence certified by its company secretary the Xxxxxx Vessel, the Drake Vessel and the Barentsz Vessel maintains the highest available class with respect a first class classification society which is a member of IACS as the Lender may approve free of all overdue recommendations and conditions of such classification society; (iii) each of the Tasman Collateral Mortgages relevant to the tax dues / liabilities Xxxxxx Vessel, the Drake Vessel, or as the case may be, Barentsz Vessel has been duly registered against that Tasman Collateral Vessel relevant thereto as a valid third preferred or, as the case may be, priority ship mortgage in accordance with the laws of the Issuer Xxxxxxxx Islands or, as shown on the online portal case may be, Liberia; (iv) each of the income tax department. (B) The Issuer shall maintain a complete record of all private placement offers made by it in relation to Xxxxxx Vessel, the Debentures in form PAS–5 as provided in Companies (Prospectus Drake Vessel and Allotment of Securities) Rules, 2014. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures Barentsz Vessel is insured in accordance with the provisions of Section 2.8 the Collateral Loan Agreement and all requirements therein in respect of this Deed and provide confirmation of listing insurances have been complied with; and (v) documents establishing that each of the Debentures Xxxxxx Vessel, the Drake Vessel and the Barentsz Vessel is managed by the Managers on terms acceptable to the Debenture Trustee Lender together with copies of the Safety Management Certificate and file the Information Memorandum ISSC (together with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance details of the Debentures including but not limited to applicable safety management system which the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, Lender requires) and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorterISSC; (Fc) The Issuer shall have validly created favourable legal opinions from lawyers appointed by the Lender on such matters concerning the laws of the Xxxxxxxx Islands and perfected such other relevant jurisdictions as the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security Lender may require; (d) a favourable opinion from an independent insurance consultant acceptable to the satisfaction of Lender on such matters relating to the Debenture Trusteeinsurances for the Xxxxxx Vessel, including the permissions required under Section 281 of Drake Vessel or, as the Income Tax Actcase may be, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any Barentsz Vessel as the Lender may require; and (e) such other documents required equivalent to create and/or perfect those referred to in Clause 3.1 as the Security, to the Debenture Trustee within the time period as stipulated under Section 4Lender may require.

Conditions Subsequent. (A) The Issuer shall have submitted Borrower hereby agrees to cause, immediately following the effectiveness of this Amendment, or within such other time period reasonably agreed to by the Agent in its sole discretion, each of the Acquired Companies to become an additional Subsidiary Loan Party by executing and delivering to the Debenture TrusteeAgent a Subsidiary Guaranty Supplement and a Pledge and Security Agreement Supplement in the form of Exhibit D to the Security Agreement, accompanied by (x) all other Security Documents related thereto and (y) such other documents as the Agent may reasonably request (collectively, the “Joinder Documents”). The Borrower further agrees to cause, immediately following the effectiveness of this Amendment, or within such other time period reasonably agreed to by the Agent in its sole discretion, the following to be delivered to the Agent, in a each case in form and manner substance reasonably satisfactory to the Debenture Trustee, the followingAgent: (i) resolution a certificate of each of the Acquired Companies, which shall (A) certify the resolutions of its board of directors, members or a committee thereof for allotment other body authorizing the execution, delivery and issue performance of the letter Joinder Documents and the Loan Documents which are binding upon the Acquired Companies, (B) identify by name and title and bear the signatures of allotment on the Deemed Date officers of Allotmentsuch Acquired Companies authorized to sign the Joinder Documents and (C) contain appropriate attachments, including the Organizational Documents of each of the Acquired Companies certified, if applicable, by the relevant authority of the jurisdiction of organization of such Acquired Companies and a good standing certificate (if relevant) as of a recent date for such Acquired Companies from their respective jurisdictions of organization; (ii) Certified true copy of evidence certified by its company secretary with respect to the tax dues / liabilities Acquired Companies (x) original stock certificates or other certificates evidencing the certificated Equity Interests pledged pursuant to the Security Agreement, if any, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof and (y) all filings and recordations that are necessary to perfect the security interests of the Issuer as shown Agent, on the online portal behalf of the income tax department.Secured Parties, in the Collateral and the Agent shall have received evidence reasonably satisfactory to the Agent that upon such filings and recordations such security interests constitute valid and perfected first priority Liens thereon (subject to Permitted Liens); (Biii) The Issuer shall maintain a complete record certified copies of all private placement offers consents, approvals, authorizations, registrations and filings and orders required to be made or obtained under any Requirement of Law, or by it any Material Contract of each Acquired Company, in relation to connection with the Debentures execution, delivery, performance, validity and enforceability of the Joinder Documents or any of the other documents or instruments executed in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014.connection with the Transactions; (Civ) The Issuer shall file a return certificates of allotment of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws insurance with respect to issuance each Acquired Company describing the types and amounts of insurance (property and liability) maintained by the Acquired Companies, naming the Agent as additional insured on liability policies and with lender loss payee endorsements for property and casualty policies, in each case, meeting the requirements of Section 5.8 of the Debentures including but not limited Credit Agreement; and (v) a favorable written opinion of Xxxxxxxxx Xxxxxx PLLC, counsel to the SEBI RegulationsAcquired Companies, together with local counsel opinions reasonably requested by the Agent, in each case addressed to the Agent and each of the Lenders (which shall expressly permit reliance by the successors and assigns of the Lenders and the Agent), and covering such matters relating to the Acquired Companies, the Joinder Documents, the Loan Documents and the Transactions as the Agent shall reasonably request. The Issuer shall have made all filings of all the relevant forms Borrower hereby acknowledges and agrees that its failure to comply with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including terms or provisions of this Section 6 shall result in an immediate Event of Default under the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4Credit Agreement.

Conditions Subsequent. (Aa) The Issuer Company shall have submitted deliver the following documents and evidence to the Debenture Trustee, Barclays in a form and manner substance satisfactory to the Debenture Trustee, the followingBarclays: (i) resolution of evidence that the board or a committee thereof for allotment and issue of the letter of allotment on the Deemed Date of AllotmentCompany has completed all requisite filings to change its name to Hawaii Independent Energy, LLC promptly following such name change; (ii) Certified true copy evidence that such Insurance Proceeds Account has been established, within thirty (30) days after the Initial Purchase Date; (iii) a duly executed and delivered Inventory Account Control Agreement in respect of the Insurance Proceeds Account within thirty (30) days after the Initial Purchase Date; and (iv) copies of all Plans listed on Schedule 6 within thirty (30) days after the Initial Purchase Date. (b) The Company shall use reasonable best efforts to deliver the following documents and evidence certified by its company secretary to Barclays within thirty (30) days after the Initial Purchase Date: (i) a recorded mortgage or mortgages between the Company and the Inventory Collateral Agent in a form satisfactory to Barclays and the Inventory Collateral Agent evidencing the Inventory Collateral Agent’s first lien Security Interests in the Company’s (A) Leaseholds and (B) those Material Contracts listed in Annex IX to the Intercreditor Agreement and with respect to which consent is required and has not yet been obtained for the tax dues / liabilities grant of such Security Interest; (ii) a landlord’s agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property, mortgagee of owned property or bailee with respect to any warehouse, processor or converter facility or other location where Inventory Collateral is stored or located, which agreement or letter contains a waiver or subordination of all Security Interests or claims that the landlord, mortgagee or bailee may assert against the Inventory Collateral at that location and is otherwise satisfactory in form and substance to Barclays and the Inventory Collateral Agent; and (iii) evidence that the Company has obtained consents to assignment of each of the Issuer as shown on Company’s patent licenses that are set out in Annex VIII to the online portal Intercreditor Agreement and that are material to the operation or value of the income tax departmentRefinery and the System or the Company’s ability to perform its obligations under the Basic Documents (as defined in the Intercreditor Agreement). (Bc) The Issuer Company shall maintain deliver, within thirty (30) days after the Initial Purchase Date, a complete record of all private placement offers made by it recorded mortgage or mortgages between the Company and the Inventory Collateral Agent in relation a form satisfactory to Barclays and the Inventory Collateral Agent evidencing the Inventory Collateral Agent’s first lien Security Interest in the Company’s Material Contracts listed in Annex IX to the Debentures in form PAS–5 as provided in Companies (Prospectus Intercreditor Agreement and Allotment of Securities) Rules, 2014. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance which consent has been granted or is not needed for the grant of such Security Interest but such Material Contracts have not been recorded as of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings date of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4this Agreement.

Conditions Subsequent. The obligation of the Lender Group (Aor any member thereof) The Issuer shall have submitted to continue to make Advances (or otherwise extend credit hereunder) is subject to the Debenture Trusteefulfillment, in a on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers to so perform or cause to be performed constituting an Event of Default): (a) within 60 days after the Closing Date, Borrowers shall deliver to Agent certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 5.8, the form and manner substance of which shall be satisfactory to the Debenture Trustee, the following: (i) resolution of the board or a committee thereof for allotment Agent and issue of the letter of allotment on the Deemed Date of Allotmentits counsel; (iib) Certified true copy of evidence certified by its company secretary within 30 days after the Closing Date, Agent shall have received a Collateral Access Agreement with respect to the tax dues / liabilities of the Issuer as shown locations listed on the online portal of the income tax department.Schedule 3.6(b); (Bc) The Issuer within 30 days after the Closing Date, Agent shall maintain have received (i) a complete record Mortgage, in form and substance satisfactory to Agent, with respect to the property located at 0000 Xxxxxxxx Xxxxxxx, 183 South, Austin, Texas 78747 and (ii) a mortgagee title insurance policy (or marked commitment to issue the same) for such Real Property Collateral issued by a title insurance company satisfactory to Agent (each a “Mortgage Policy” and, collectively, the “Mortgage Policies”) in amounts satisfactory to Agent assuring Agent that the Mortgages on such Real Property Collateral are valid and enforceable first priority mortgage Liens on such Real Property Collateral free and clear of all private placement offers made by it in relation to the Debentures in form PAS–5 as provided in Companies (Prospectus defects and Allotment of Securities) Rules, 2014. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required byencumbrances except Permitted Liens, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer Mortgage Policies otherwise shall be in compliance form and substance satisfactory to Agent (subject to survey and other customary exceptions); (d) within 60 days after the Closing Date, each of the Deposit Accounts listed on Schedule 3.6(d) shall be subject to a Control Agreement or shall have been closed with all Applicable Laws funds in such Deposit Accounts being transferred to one or more Deposit Accounts that are subject to a Control Agreement, and prior to any such Deposit Account being closed, Borrowers shall transfer any funds deposited therein (within one Business Day after any such funds are so deposited) to a Deposit Account that is subject to a Control Agreement; provided that Agent shall have received a Control Agreement with respect to issuance account number 00000-00000 at Bank of America within 15 days after the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorterClosing Date; (Fe) The Issuer within 15 days after the Closing Date, Agent shall have validly created received opinions of Borrowers’ counsel, in form and perfected substance satisfactory to Agent, covering the SecurityStates of New Jersey, required Texas, Virginia and Maine; (f) within 30 days after the Closing Date, Borrowers shall enhance their reporting systems in a manner reasonably satisfactory to be created and perfected Agent; and (g) within 10 days after the time period as stipulated in Section 4. The Issuer Closing Date, the Agent shall have provided received satisfactory evidence that the articles of creation and perfection incorporation of Security Essex Environmental, Inc. shall have been amended in a manner reasonably satisfactory to Agent to amend the satisfaction scope of the Debenture TrusteePersons that may own Essex Environmental, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4.Inc.

Conditions Subsequent. (Aa) The Issuer Company shall have submitted procure that each Subsequent Bond Obligor becomes an Additional Guarantor in accordance with Clause 27.2 (Additional Guarantors) on the date that Subsequent Bond Obligor becomes a guarantor in respect of the Senior Notes, subject to paragraph (c) below, provided that no Bond Obligor shall be required to become an Additional Guarantor to the Debenture Trusteeextent it would be unlawful or illegal to do so. (b) The Company shall procure that each person that becomes a member of the Nigeria Group after the date of this Agreement shall, subject to paragraph (c) below, as soon as possible after becoming a member of the Nigeria Group and in any event within twenty Business Days after becoming a form and manner satisfactory member of the Nigeria Group, becomes an Additional Guarantor in accordance with Clause 27.2 (Additional Guarantors) provided that no member of the Nigeria Group shall be required to become an Additional Guarantor to the Debenture Trusteeextent it would be unlawful or illegal to do so. (c) To the extent it is or would be unlawful or illegal for a Bond Obligor or any person that becomes a member of the Nigeria Group after the date of this Agreement to become or remain a Guarantor, the followingCompany and the relevant Bond Obligor or member of the Nigeria Group shall use all reasonable endeavours to overcome and/or avoid any such illegality or unlawfulness, including, without limitation: (i) resolution of the board carrying out any financial assistance “whitewash” or a committee thereof for allotment and issue of the letter of allotment on the Deemed Date of Allotment;other similar procedure; and/or (ii) Certified true copy of evidence certified by its company secretary with respect obtaining (or procuring) all relevant corporate authorisations to the tax dues / liabilities enable that Bond Obligor or member of the Issuer Nigeria Group to lawfully enter into, exercise its rights and comply with its obligations as shown on a Guarantor under the online portal of the income tax departmentFinance Documents. (Bd) The Issuer Company shall maintain a complete record of ensure that all private placement offers made by it necessary steps to comply with the Perfection Requirements in relation to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and Security Documents are carried out within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within maximum applicable time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have for compliance therewith provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required for under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create applicable law and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4regulation.

Conditions Subsequent. (A) The Issuer shall have submitted Seller shall, within 15 days of the --------------------- date of this Amendment, deliver to the Debenture TrusteePurchasers and the Administrative Agent the following, each in a form and manner substance satisfactory to the Debenture Trustee, Purchasers and the followingAdministrative Agent: (a) Certificates of the Secretary or Assistant Secretary of the Seller and G-P Gypsum Corporation, a Delaware corporation (the "New Seller Subsidiary"), certifying (i) resolution the names and true signatures of their respective officers authorized to sign this Amendment, the board Transfer Agreement and the other documents to be delivered by them hereunder or a committee thereof for allotment and issue of the letter of allotment on the Deemed Date of Allotment; in connection herewith, (ii) Certified true copy evidence of evidence certified by its company secretary corporate authorization with respect to the tax dues / liabilities transactions contemplated by this Amendment, (iii) the articles of incorporation (attached and appropriately certified by the Secretary of State of the Issuer as shown on Seller's and the online portal New Seller Subsidiary's jurisdiction of incorporation) and (iv) the by-laws and all amendments thereto of the income tax departmentSeller and the New Seller Subsidiary. (Bb) The Issuer shall maintain An executed Transfer Agreement executed by the Seller and the New Seller Subsidiary, and a complete record of all private placement offers made by it in relation to Consent and Acknowledgment from the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014New Seller Subsidiary. (Cc) The Issuer shall file A certificate from a return of allotment Responsible Officer of the Debentures with New Seller Subsidiary certifying that (i) the Registrar representations and warranties contained in the Transfer Agreement are true and correct on and as of Companies within 4 the date hereof as though made on and as of such date, and (fourii) Business Days no event has occurred and is continuing, or would result from the Issue Closing Date execution, delivery or such shorter timeline as prescribed under Lawperformance of this Amendment or from the consummation of the transactions contemplated hereby, in Form PAS-3 as provided in Companies (Prospectus and Allotment that constitutes an Event of Securities) Rules, 2014 along with Termination or a complete list of Debenture Holders and containing such details as required under LawPotential Termination Event. (Dd) The Issuer shall complete Acknowledgment copies of proper financing statements, duly filed under the process UCC of listing all jurisdictions that any Purchaser or the Debentures Administrative Agent may deem necessary or desirable in accordance with order to perfect the provisions of Section 2.8 of this Deed and provide confirmation of listing ownership interests of the Debentures Seller in the Receivables, Contracts or Related Security purchased by the Seller from the New Seller Subsidiary pursuant to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable LawTransfer Agreement. (Ee) The Issuer shall be in compliance with Acknowledgment copies of proper UCC termination statements, if any, necessary to release all Applicable Laws with respect to issuance security interests and other rights of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated Person in the Debenture DocumentsReceivables, whichever is shorter; (F) The Issuer shall have validly created and perfected Contracts or Related Security previously granted by the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4New Seller Subsidiary.

Conditions Subsequent. (Aa) The Issuer As soon as reasonably practicable after the Commencement Date, and upon the re-negotiation of any other terms of the T-Mobile Contract or a new T-Mobile Contract being negotiated, CPW shall have submitted to the Debenture Trustee, in a form and manner satisfactory to the Debenture Trustee, the followinguse reasonable endeavours to: (i) resolution amend paragraph 4.4 of part 2 of schedule 3 (Schedule CPW Benefits) to the Receivables Purchaser’s reasonable satisfaction so that the paragraph states expressly that post-termination of the board or a committee thereof for allotment and issue T-Mobile Contract, the Obligors are entitled to revenue share from Connections procured prior to the termination of the letter of allotment T-Mobile Contract until the date on which the Deemed Date of Allotment;prescribed period during which such entitlement arises expires; and (ii) Certified true copy of evidence certified by its company secretary with respect to include in the tax dues / liabilities of the Issuer as shown T-Mobile Contract an annual cap on the online portal of Obligor’s liability to T-Mobile under the income tax departmentT-Mobile Contract. (Bb) The Issuer shall maintain a complete record of all private placement offers made by it As soon as reasonably practicable after (A) in relation to the Debentures Original Network Providers, the Commencement Date, and (B) in form PAS–5 as provided relation to an Additional Network Provider, the Assignment Date referable to that Additional Network Provider, and upon the re-negotiation of any other terms of a Network Agreement, CPW shall use reasonable endeavours to procure from each Network Provider, in Companies each case (Prospectus and Allotment if applicable): (i) a waiver of Securitiesthe ban on assignment contained in each Network Agreement, to allow Debts created under that Network Agreement to be assigned to the Obligors’ financiers; and (ii) Rules, 2014a waiver to permit the Obligor to disclose confidential information to the Obligors’ financiers. (Cc) The Issuer In order to effect the accession of an Additional Network Provider, the Obligors shall file a return of allotment of afford all such reasonable assistance as may be necessary and appropriate to enable the Debentures Co-Arrangers and their professional advisers to complete to their satisfaction, an audit and due diligence exercise in relation to all material and relevant information and documentation concerning the relevant Additional Network Provider and their subsisting contractual arrangements with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under LawGroup. (Dd) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing Within 60 days of the Debentures Commencement Date, CPW shall ensure that a certified copy of an extract of the relevant insurance policy in respect of damage or destruction of Equipment is provided to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable LawReceivables Purchaser. (Ee) The Issuer Within 60 days of the Commencement Date, CPW shall ensure that the Intellectual Property Licence will be varied such that its term shall be extended for a period of not less than five years from the date of such variation. (f) As soon as reasonably practicable after the Commencement Date, CPW shall procure from T-Mobile a certified copy letter (in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited form and substance satisfactory to the SEBI Regulations. The Issuer shall have made all filings of all Receivables Purchaser) addressed to CPW clarifying CPW’s entitlement to revenue share under the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4T-Mobile Contract.

Conditions Subsequent. This Amendment shall automatically be null and void and of no further force and effect on April 7, 2009 (the “First Termination Date”), unless prior to such date (I) the Bankruptcy Court shall have entered one or more orders reasonably satisfactory in form and substance to the Administrative Agent authorizing (A) The Issuer this Amendment (it being understood and agreed by the parties hereto that such approval is not required for this Amendment to become effective, but will be sought by the Borrower solely for the avoidance of doubt), which authorization may be on an interim or a final basis, (B) the payment by the Borrower to the Administrative Agent of all fees referred to herein or in that certain Fee Letter (the “Fee Letter”) dated as of March 31, 2009, (C) the payment by the Borrower to any Lenders of all fees referred to in any separate side letters (the “Expense Side Letters”) and (D) the payment by the Borrower of the Amendment Fees (as defined below), and (II) the Borrower shall have submitted paid (A) to the Debenture TrusteeAdministrative Agent all fees referred to herein or in the Fee Letter, in (B) to each Participant Lender that has executed and delivered a form and manner satisfactory signature page hereto to the Debenture TrusteeAdministrative Agent no later than 5:00 p.m. (New York City time) on April 3, 2009, an amendment fee in an amount equal to 25 basis points of the following: Tranche A Total Commitment Usage, Tranche B Loans and Tranche C Loans of each such Participant Lender as of the Effective Date (the “Amendment Fees”), (C) all invoiced expenses (including the fees and expenses of counsel to the Administrative Agent) of the Administrative Agent incurred in connection with the preparation, negotiation and execution of this Amendment and other matters relating to the Loan Documents in accordance with Section 10.05 of the Credit Agreement and (D) all invoiced expenses of the Lenders payable pursuant to any Expense Side Letters. Furthermore, this Amendment shall automatically be null and void and of no further force and effect on April 25, 2009 (the “Second Termination Date”), unless prior to such date (i) resolution the order or orders referred to in clause (I) of the board or immediately preceding sentence shall have been entered on a committee thereof for allotment final basis (with only such changes to the interim order as are reasonably satisfactory in form and issue of substance to the letter of allotment on the Deemed Date of Allotment; Administrative Agent), and (ii) Certified true copy the Borrower shall have paid (x) all invoiced expenses (including the fees and expenses of evidence certified by its company secretary with respect counsel to the tax dues / liabilities Administrative Agent) of the Issuer as shown on Administrative Agent incurred in connection with the online portal preparation, negotiation and execution of the income tax department. (B) The Issuer shall maintain a complete record of all private placement offers made by it in relation this Amendment and other matters relating to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures Loan Documents in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing 10.05 of the Debentures to the Debenture Trustee Credit Agreement and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted (y) all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance invoiced expenses of the Debentures including but not limited Lenders payable pursuant to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4Expense Side Letters.

Conditions Subsequent. (Aa) The Issuer shall have submitted Subject to the Debenture Trusteerights of AMCE under subparagraph (b) of this paragraph 6, in a form and manner satisfactory subject to the Debenture Trusteerights of any non-breaching Party under subparagraph (c) of this paragraph 6, this Agreement, and the followingobligations of the Parties thereunder, shall terminate and be of no further force or effect if any of the following conditions ("Conditions Subsequent") shall not have been satisfied by the indicated date: (i) resolution An order of the board Bankruptcy Court confirming the Modified Plan, the terms of which order are materially consistent with the Proposed Treatment (the "Confirmation Order"), shall have been entered on or a committee thereof for allotment and issue of the letter of allotment on the Deemed Date of Allotment;before March 20, 2002. (ii) Certified true copy of evidence certified by its company secretary with respect to the tax dues / liabilities of the Issuer as shown The Confirmation Order shall have become a final, nonappealable order on the online portal of the income tax departmentor before April 1, 2002. (Bb) The Issuer shall maintain If AMCE has not breached its obligations under this Agreement, it may extend the date set forth in clauses (i) and (ii) of subparagraph (a) for a complete record period of all private placement offers made up to thirty days, by it in relation giving written notice of such election to BNS on or before the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014applicable date which is being extended. (Cc) The Issuer shall file a return In the event that the failure to occur of allotment any of the Debentures with Conditions Subsequent set forth above is the Registrar result of Companies within 4 (four) Business Days from a breach of this Agreement by any Party, the Issue Closing Date non-breaching Party may, by the written agreement of such non-breaching Party, extend the time for satisfying such Conditions Subsequent to any date that it elects, without the agreement of the breaching Party. This provision shall in no way limit any right or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment remedy which any Party may otherwise have for the breach of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Lawthis Agreement. (Dd) The Issuer Each Party to this Agreement agrees (i) to use commercially reasonable efforts, which shall complete not be construed to require the process payment of listing money by any Party, other than to its own attorneys, to cause the Debentures in accordance Conditions Subsequent to be satisfied on a timely basis and (ii) to cooperate with the provisions of Section 2.8 of this Deed other Parties in achieving the Conditions Subsequent as expeditiously as reasonably possible (and provide confirmation of listing of the Debentures prior to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Lawdates set forth above). (Ee) The Issuer shall be in compliance with Any Party may terminate this Agreement upon written notice to all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated other Parties in the Debenture Documents, whichever event that the Initial Support Agreement or the Fleet/BofA Support Agreement is shorter; (F) The Issuer shall have validly created and perfected terminated or if the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4Plan is revoked or withdrawn.

Conditions Subsequent. 1. If required by the Aircraft Title Counsel, on or promptly after the Effective Date evidence that appropriate registrations of International Interests have been made at the International Registry. 2. On or promptly after the Effective Date and in any event no later than five (A5) The Issuer shall have submitted to Business Days after the Debenture TrusteeEffective Date, in a form and manner satisfactory to evidence that any filings, registrations or other actions (including, without limitation, any registrations with the Debenture Trustee, the following: (i) resolution Civil Aviation Authority of the board or a committee thereof for allotment United Kingdom and issue the filing of the letter financing statement with the Secretary of allotment on the Deemed Date of Allotment; (ii) Certified true copy of evidence certified by its company secretary with respect to the tax dues / liabilities State of the Issuer as shown on the online portal State of the income tax departmentDelaware and any UCC filings), have been made. (B) The Issuer shall maintain a complete record of 3. On or promptly after the Effective Date and in any event within the statutory period required by law, evidence that all private placement offers made Security Documents executed by it in relation to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014. (C) The Issuer shall file a return of allotment of the Debentures an English obligor have been filed with the Registrar of Companies within 4 for England and Wales. From: National Westminster Bank Plc as Agent To: Xxxxxxx Aircraft Leasing Limited Deed of Amendment & Restatement dated _______________ 2024 in respect of, amongst other things, a Facility Agreement originally dated 10 January 2023 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law“Deed of Amendment and Restatement”) 1. We refer to the Deed of Amendment and Restatement. Unless the context otherwise requires, capitalised terms used herein but not otherwise defined shall have the meanings ascribed to them in Form PAS-3 as provided in Companies (Prospectus the Deed of Amendment and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under LawRestatement. 2. We hereby confirm that: (Da) The Issuer we have received each of the conditions precedent listed in Schedule 1 (Conditions Precedent) to the Deed of Amendment and Restatement in form and substance satisfactory to Lenders; and (b) for the purposes of the Deed of Amendment and Restatement, the Effective Date is _____________ 2024. 3. This notice and any non-contractual obligations arising out of or in connection with it shall complete the process of listing the Debentures be governed by and construed in accordance with English law. Yours sincerely, as Agent By: Title: Authorised Signatory Clause Page 1. Definitions and Interpretation 1 2. The Facilities 35 3. Purpose 35 4. Conditions of Utilisation 36 5. Utilisation 40 6. Repayment 41 7. Prepayment and Cancellation 41 8. Interest 48 9. Interest Periods 49 10. Changes to the provisions Calculation of Section 2.8 Interest 50 11. Fees 51 12. Tax Gross-Up and Indemnities 52 13. Increased Costs 65 14. Other Indemnities 66 15. Mitigation by the Lenders 71 16. Costs and Expenses 71 17. Representations 73 18. Covenants 78 19. Provisions in Relation to SAR Contract and UKSAR2G Contract 93 20. ITAR 98 21. Financial Covenants 99 22. Events of this Deed and provide confirmation of listing Default 101 23. Changes to the Lenders 108 24. Changes to the Obligors 115 25. Role of the Debentures Agent and the Arranger 116 26. The Security Agent 127 27. Conduct of Business by the Finance Parties 143 28. Sharing among the Finance Parties 143 29. Payment Mechanics 146 30. Set-off 150 31. Application of Proceeds 151 32. Notices 153 33. Calculations and Certificates 155 34. Partial Invalidity 156 35. Remedies and Waivers 156 36. Amendments and Waivers 156 37. Confidential Information 161 38. Confidentiality of Funding Rates 166 39. Bail-In 168 40. Counterparts 170 41. Release of collateral 170 42. Patriot Act 171 43. Governing Law 172 44. Enforcement 172 Schedule 1 The Original Parties 173 Part I The Borrower 173 Part II The Original Lenders 174 Schedule 2 Conditions precedent 175 Part I Conditions Precedent To Delivery of the Utilisation Request 175 Part II Conditions Precedent to Utilisation 177 Schedule 3 Requests 181 Part I (Utilisation request) 181 Part II (Selection Notice) 183 Schedule 4 Form of Transfer Certificate 184 Schedule 5 Form of Assignment Agreement 187 Schedule 6 Form of Compliance Certificate 191 Schedule 7 Timetables 193 Schedule 8 Reference Rate Terms 194 Schedule 9 Daily Non-Cumulative Compounded RFR Rate 197 Schedule 10 Cumulative Compounded RFR Rate 199 Schedule 11 SAR Addendum 200 Schedule 12 UKSAR2G Addendum 220 Schedule 13 Repayment Schedule 230 THIS AGREEMENT is dated 10 January 2023 as amended and restated pursuant to the Debenture Trustee Deed of Amendment and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents Restatement dated 22 January 2024 and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4.between:

Conditions Subsequent. (i) With respect to (1) five Unencumbered Parcels designated by the Administrative Agent; (2) any newly-acquired Unencumbered Parcel with a gross book value in excess of $1,000,000; or (3) any Unencumbered Parcel owned by any Loan Party as of the Amendment Effective Date in which any such Loan Party has invested such that the gross book value of the land and any buildings thereon after the investment is completed is greater than $1,000,000, the Loan Parties shall deliver to the Administrative Agent, within 90 days of the Amendment Effective Date with respect to the property designated in clause (1) above and within 90 days of the closing of any such acquisition in clause (2) above or of any such investment in clause (3) above with respect to such property, the following, each dated such day (unless otherwise specified) in form and substance satisfactory to the Lenders: deeds of trust, trust deeds, mortgages, leasehold mortgages and leasehold deeds of trust in form reasonably satisfactory to the Administrative Agent (together with the Assignments of Leases and Rents referred to therein and each other mortgage delivered pursuant to Section 5.01(j), in each case as amended, the "Mortgages"), duly executed by the appropriate Loan Party, together with: (A) The Issuer shall evidence that counterparts of the Mortgages have submitted been duly recorded in all filing or recording offices that the Administrative Agent may reasonably deem necessary or desirable in order to create a valid first and subsisting Lien on the property described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid, (B) fully paid American Land Title Association Lender's Extended Coverage title insurance policies (the "Mortgage Policies") in form and substance, with endorsements and in amount reasonably acceptable to the Debenture TrusteeAdministrative Agent, issued, coinsured and reinsured by title insurers acceptable to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics' and materialmen's Liens) and encumbrances, excepting only Permitted Encumbrances, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics' and materialmen's Liens) and such coinsurance and direct access reinsurance as the Administrative Agent may reasonably deem necessary or desirable, (C) American Land Title Association form surveys, certified to the Administrative Agent and the issuer of the Mortgage Policies in a form and manner reasonably satisfactory to the Debenture TrusteeAdministrative Agent by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located and acceptable to the Administrative Agent, showing all buildings and other improvements, any off-site improvements, the following:location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than encroachments and other defects reasonably acceptable to the Administrative Agent, (iD) resolution the Assignments of Leases and Rents referred to in the Mortgages, duly executed by the appropriate Loan Party, (E) such consents and agreements of lessors and other third parties, and such estoppel letters and other confirmations, as the Administrative Agent may reasonably deem necessary or desirable, (F) evidence of the board or a committee thereof for allotment and issue insurance required by the terms of the letter of allotment Mortgages, and (G) evidence that all other action that the Administrative Agent may deem reasonably necessary or desirable in order to create valid first and subsisting Liens on the Deemed Date of Allotment;property described in the Mortgages has been taken. (ii) Certified true copy Within 60 days after the request of evidence certified the Administrative Agent, at the Borrower's sole cost and expense, the Borrower shall use its reasonable best efforts to cause the Debt under this Agreement to be rated by up to two independent rating agencies selected by the Administrative Agent for the period through the Termination Date. The rating, if any, of the Debt under this Agreement by up to two independent rating agencies at any time shall be referred to herein as the "Debt Rating." (iii) Within 90 days after the Amendment Effective Date, the Parent shall supplement Schedule 4.01(aa) hereto to set forth thereon a complete and accurate list of all Material Contracts of each Loan Party and its company secretary Subsidiaries involving, as of the date hereof, aggregate consideration payable to or by such Loan Party or its Subsidiaries of $10,000,000 to $19,999,999 in any year, and shall deliver to the Administrative Agent such Schedule 4.01(aa) as so supplemented. (iv) Within 10 Business Days after the Amendment Effective Date, the Borrower shall establish and thereafter maintain in a segregated account subject to an account control agreement in favor of the Collateral Agent on behalf of the Lenders cash and Cash Equivalents in an amount equal to not less than (x) $18,500,000 for the first twelve-month period following the Amendment Effective Date and (y) $9,250,000 for the six-month period thereafter (the date which is eighteen months after the Amendment Effective Date, the "Release Date"). Subject to the following sentence, no withdrawals may be made from such account except (i) to make the Contingent Payments or (ii) to make such other payments as the Administrative Agent may authorize in writing in its discretion. Notwithstanding the foregoing, such account shall be terminated and any amounts remaining therein shall be released to the Borrower promptly after the earlier to occur of (a) the satisfaction in full of all obligations, if any, of the Loan Parties with respect to the tax dues / liabilities of Contingent Payments, or (b) the Issuer as shown Release Date. Any earnings on the online portal of the income tax department. (B) The Issuer funds on deposit in such account shall maintain a complete record of all private placement offers made by it in relation be disbursed to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014Borrower from time to time. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4.

Conditions Subsequent. (Aa) The Issuer Borrowers shall have submitted deliver, or cause to be delivered, to the Debenture TrusteeLender, as soon as available, but in no event more than thirty (30) days after the Closing Date, evidence, in a form and manner substance reasonably satisfactory to the Debenture TrusteeLender, that any Borrower shall have established one or more deposit accounts solely owned by one or more of the following: Borrowers into which (i) resolution the charter hire, earnings, and all other proceeds (including, without limitation, insurance proceeds) of the board or a committee thereof for allotment and issue of the letter of allotment on the Deemed Date of Allotment; all Vessels, (ii) Certified true copy the payments under all MSP Operating Agreements or TSP Operating Agreements, as applicable, and (iii) the proceeds of evidence certified by its company secretary each Government Contract with respect to any Vessel shall be deposited, and in each such case the tax dues / liabilities Borrowers shall direct and cause all of the Issuer as shown on the online portal of the income tax departmentforegoing amounts to be deposited into such deposit accounts. (Bb) The Issuer Borrowers shall maintain a complete record of all private placement offers made by it in relation deliver, or cause to be delivered, to the Debentures Lender, as soon as available, but in no event more than thirty (30) days after the Closing Date, the Deposit Account Control Agreements and/or Securities Account Control Agreements, as applicable, in favor of the Lender, in each case in form PAS–5 and substance reasonably satisfactory to the Lender, as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014required by Section 4.26 below. (Cc) The Issuer Borrowers shall file deliver, or cause to be delivered, to the Lender, as soon as available, but in no event more than sixty (60) days after the Closing Date, Assignments of Time Charters from the applicable Vessel Owners with respect to any Existing Charter that has a return remaining term of allotment more than twelve (12) months as of the Debentures Closing Date. In addition, the Borrowers shall use commercially reasonable efforts to deliver to the Lender, as soon as available, but in no event more than sixty (60) days after the Closing Date, the Consents and Agreements to be provided by the charterers in connection with such Assignments of Time Charters. Notwithstanding the Registrar foregoing, the Borrowers’ obligations to deliver any executed Assignment of Companies within 4 (fourTime Charter under this Section 2.2(c) Business Days from shall be subject to the Issue execution and delivery by the Lender, on or prior to the date that such Assignment of Time Charter is executed and delivered, of an executed quiet enjoyment agreement in favor of the applicable charterer, in form and substance reasonably satisfactory to such charterer and the Lender, to the extent that such quiet enjoyment agreement is expressly required in writing by the terms of such Existing Charter as in effect of the Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Lawcondition to the foregoing assignment. (Dd) The Issuer Within thirty (30) days following the Closing Date, the Borrowers shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing enter into (i) second preferred ship mortgages covering each of the Debentures Vessels in form and substance reasonably satisfactory to the Debenture Trustee Lender, (ii) limited recourse continuing guaranties in substantially the forms of the Guaranties entered into by the OSG 205 Vessel Owner and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required byOSG Courageous Vessel Owner, and within (iii) such other documents, agreements and instrument as reasonably requested by the timelines Lender in order to guarantee and cross-collateralize the indebtedness and other obligations of the OSG 205 Vessel Owner and the OSG Courageous Vessel Owner under the OSG 205 Credit Agreement and the other loan documents thereunder. In addition, the Borrowers shall cause OSG 205 Vessel Owner and the OSG Courageous Vessel Owner to enter into an amendment of the OSG 205 Credit Agreement in form and substance reasonably satisfactory to the Lender in order to effect such cross-collateralization and to make such conforming changes to the OSG 205 Credit Agreement and the other loan documents related thereto as stipulated by, Stock Exchange or any other Applicable Lawthe Lender deems reasonably necessary in connection therewith. (Ee) The Issuer As soon as available, but in any event within thirty (30) days following the Lender’s request, the Borrowers shall deliver, or cause the applicable Pledgors and/or Issuers under the Pledge Agreements (as such terms are defined therein) to deliver, such consents, certificates (including any original stock certificates and limited liability certificates), notices, documents, instruments, and agreements as may be required, or otherwise reasonably requested by the Lender, in compliance with all Applicable Laws with respect order to issuance carry out the intent of the Debentures including but not limited Pledge Agreements and to perfect the Lender’s lien and security interest in the collateral granted thereunder. (f) Within ten (10) days following the Lender’s request, the Borrowers shall enter into amendments of any Vessel Mortgages as may be requested by the Lender in connection with the Lender’s agreement to provide a right of quiet enjoyment under such Vessel Mortgage(s) to the SEBI Regulationscharterers under the Existing Charters covering the Vessels subject to such Vessel Mortgage(s) to the extent such right of quiet enjoyment is an express condition to any such charterer’s agreement to subordinate it lien against any such Vessel or as a condition to the owner of any such Vessels encumbering or mortgaging such Vessel. The Issuer In no event shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws Lender be obligated or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence enter into an amendment of creation and perfection any such Vessel Mortgage to provide any such right of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4quiet enjoyment.

Conditions Subsequent. The obligation of any Agent or any Lender to continue to make Loans (Aor otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure of the Borrower to so perform or cause to be performed constituting an Event of Default): (a) The Issuer Borrower shall, within 2 Business Days following the Effective Date, submit for recording, in the applicable real property records of each jurisdiction in which the New Lien Properties are located, counterparts of at least 75% of all Mortgages (which shall have submitted be duly executed and acknowledged), via either (i) hand delivery by landmen or attorneys retained by the Borrower, or (ii) reputable national overnight courier service or (iii) United States mail, if either of the foregoing is not feasible. The Borrower shall, within 4 Business Days following the Effective Date, submit for recording, in the applicable real property records of each jurisdiction in which the New Lien Properties are located, counterparts of all Mortgages (which shall be duly executed and acknowledged), via either (i) hand delivery by landmen or attorneys retained by the Borrower, or (ii) reputable national overnight courier service or (iii) United States mail, if either of the foregoing is not feasible. The Borrower shall endeavor to cause all recordings to be made as soon as possible, but in all events, within 3 Business Days following the Effective Date with respect to 75% of such Mortgages and within 5 Business Days with respect to all of such Mortgages. The Borrower acknowledges and agrees that the Borrower's obligations, as set forth above, to record and cause to be recorded the Mortgages, shall not be construed in derogation of the Collateral Agent's right (exercisable in its sole discretion) to cause such recording and, in furtherance thereof, the Borrower shall promptly provide counsel for the Collateral Agent with copies of all transmittal letters and other recording instructions issued to the Debenture Trusteerecording clerks, landmen or attorneys, as applicable. The Borrower shall use all commercially reasonable efforts to obtain, and shall provide the Collateral Agent with either copies of, or notice of the Borrower's failure to have received, written evidence of the acceptance for recording by the relevant jurisdiction of each such Mortgage, within 5 Business Days following such submission. The Borrower shall reasonably promptly take all actions required by the Collateral Agent with respect to Mortgages not confirmed as having been so accepted for recording, and if the Borrower fails to take any such action reasonably promptly, the Collateral Agent may take such action. The Borrower shall reasonably promptly provide the Collateral Agent with copies of all recorded Mortgages as received from each jurisdiction. (b) The Borrower shall, promptly following the Effective Date, issue requests to attorneys and/or landmen for the review of the public records required for the issuance of the updated title opinions described in paragraph (c) immediately below. The Borrower shall request that it be provided with copies of the landman's or attorney's runsheets or other tabulations of the recoxxxx xxxxments affecting the Loan Parties' title to the Oil and Gas Properties in question as soon as possible. The Borrower shall organize such materials by well, lease or property and provide copies thereof, as so organized, to counsel for the Collateral Agent twice weekly, as received by the Borrower. (c) The Borrower shall cause to be delivered to the Collateral Agent updated title opinions, in a form and manner satisfactory substance acceptable to the Debenture TrusteeCollateral Agent, covering not less than 80% of the PV-10 of all Proved Reserves of the Loan Parties, which the Borrower represents are correctly described in the Initial Reserve Report, and not less than 80% of the PV-10 of all Proved Developed Producing Reserves of the Loan Parties consisting of Oil and Gas Properties that are not subject to a Production Payment 2001 Lien. Each such opinion shall (i) be based upon updated searches of the applicable real property records, limited to the interests of the Loan Parties, the followingLenders, the Collateral Agent and their respective predecessors and successors in interest, (ii) be addressed jointly to KCS Resources, Inc., the Collateral Agent and the Lenders, and each of their successors and assigns, and (iii) confirm the working interest and net revenue interest of the Loan Parties in each well covered thereby which is set forth in the Initial Reserve Report, without any qualification or limitation except as accepted by the Collateral Agent on the Effective Date, or, if received subsequent to the Effective Date, as accepted by the Collateral Agent in its reasonable discretion. The Borrower shall cause such opinions to be delivered as soon as possible but in all events prior to the dates set forth in the following schedule: (i) resolution of With respect to those Oil and Gas Properties subject to a Production Payment 2001 Lien for which a title opinion has previously been furnished to counsel for the board or a committee thereof for allotment and issue of Lenders, within 30 days following the letter of allotment on the Deemed Date of AllotmentEffective Date; (ii) Certified true copy With respect to 40% of evidence certified the total value of the Existing Credit Agreement First Lien Properties and the New Lien Properties for which a title opinion has previously been furnished to counsel for the Lenders, within 30 days following the Effective Date; (iii) With respect to 60% of the total value of the Existing Credit Agreement First Lien Properties and the New Lien Properties for which a title opinion has previously been furnished to counsel for the Lenders, within 45 days following the Effective Date; (iv) With respect to 75% of the total value of the Existing Credit Agreement First Lien Properties and the New Lien Properties for which a title opinion has previously been furnished to counsel for the Lenders, and with respect to 40% of the total value of the New Lien Properties, within 60 days following the Effective Date; and (v) With respect to all other title opinions required hereunder, within 90 days following the Effective Date. (d) The Borrower shall deliver, or cause to be delivered, to the Collateral Agent, within thirty (30) days following the Effective Date (a) an assignment in recordable form relating to the interests in the Oil and Gas Properties earned by its company secretary KCS Resources, Inc., as more particularly described on Exhibit A to that certain Collateral Assignment of Contracts dated of even date herewith, executed by KCS Resources, Inc. in favor of the Collateral Agent and (b) a recordable release of Lien relating to that certain mortgage, and any other Lien instrument covering any of the interests required to be assigned to KCS Resources, Inc. under clause (a) above, including without limitation that certain mortgage executed by Wynn Crosby 1995, Ltd. in favor of Union Bank. (e) Within 15 xxxx xxxxxwing the Effective Date, the Borrower shall cause to be delivered to the Collateral Agent account control agreements with respect to the tax dues / liabilities of the Issuer as shown on the online portal of the income tax departmentLoan Parties' accounts (other than accounts at Guaranty Bank referenced in Section 5.01(d)(xxiv)). (Bf) The Issuer Within 30 days following the Effective Date, the Borrower shall maintain a complete record of all private placement offers made by it in relation cause to be delivered to the Debentures Collateral Agent a landlord waiver, in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014substance satisfactory to the Collateral Agent with respect to the Borrower's' principal offices. (Cg) The Issuer Within 3 days following the Effective Date, the Borrower shall file cause to be delivered to the Collateral Agent a return of allotment of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures long form insurance endorsement in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated requirements set forth in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 45.01(d)(xx).

Conditions Subsequent. (Ai) The Issuer Within 60-days after the Initial Extension of Credit, the Borrower shall have submitted use commercially reasonable efforts to the Debenture Trusteeobtain a Collateral Access Agreement, in a substantially the form and manner of Exhibit M attached hereto or in form otherwise reasonably satisfactory to the Debenture TrusteeAdministrative Agent, in each case, executed by the lessor under the applicable Collateral Access Leases. Notwithstanding anything to the contrary in this Agreement, if the Borrower shall fail to obtain the collateral access agreement with respect to any Collateral Access Lease within such 60-day period, after using commercially reasonable efforts to do so, the following: Borrower shall have no further obligation to execute and deliver to the Administrative Agent the same and the condition set forth in this Section 5.01(q)(i) with respect thereto shall be deemed to be satisfied by the Borrower. As used in this Section 5.01(q)(i), “commercially reasonable efforts” shall require the Borrower to commence and prosecute the matter referred to with diligence and in a manner consistent with customary business practices, but shall not require that the Borrower expend any sums of money except such sums which are designed to compensate a lessor for reasonable expenses in reviewing the applicable documentation (i) resolution of including reasonable legal fees). The Borrower shall promptly, upon request, provide the board or Administrative Agent with a committee thereof for allotment and issue of report in reasonable detail summarizing the letter of allotment on commercially reasonable efforts undertaken to obtain the Deemed Date of Allotment;collateral access agreements referenced in this Section 5.01(q)(i). (ii) Certified true copy Within 45 days after the Initial Extension of Credit (provided that so long as the Borrower shall have used commercially reasonable efforts to satisfy the conditions set forth below within such 45-day period, the Administrative Agent shall, upon the request of the Borrower, extend the 45-day period for such additional period as shall be requested by the Borrower, not to exceed 45 additional days; provided further that any additional extensions thereafter shall be subject to the approval of the Required Lenders), furnish to the Administrative Agent deeds of trust, trust deeds and mortgages in substantially the form of Exhibit E hereto (with such changes as may be reasonably satisfactory to the Administrative Agent and its counsel to account for local law matters) and otherwise in form and substance reasonably satisfactory to the Administrative Agent and covering the properties listed on Schedule 4.01(y) hereto (together with the Assignments of Leases and Rents referred to therein and each other mortgage delivered pursuant to Section 5.01(i), in each case as amended, the “Mortgages”), duly executed by the appropriate Loan Party, together with: (A) evidence certified by its company secretary that counterparts of the Mortgages have been either (x) duly recorded or (y) duly executed, acknowledged and delivered in form suitable for filing or recording, with all filing or recording offices that the Administrative Agent may reasonably deem necessary or desirable in order to create a valid second (subject only to the Lien of the First Lien Collateral Agent in favor of the holders of the First Lien Obligations) and subsisting Lien on the property described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or adequate provisions for their payment shall have been made, (B) with respect to the tax dues / liabilities Owned Real Properties, fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (the “Mortgage Policies”) in form and substance, with endorsements and in amount reasonably acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers acceptable to the Administrative Agent, insuring the Mortgages to be valid second (subject only to the Lien of the Issuer as shown First Lien Collateral Agent in favor of the holders of the First Lien Obligations) and subsisting Liens on the online portal of the income tax department. (B) The Issuer shall maintain a complete record property described therein, free and clear of all private placement offers made by it in relation to defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Encumbrances, and providing for such other affirmative insurance (including endorsements for future advances under the Debentures in form PAS–5 Loan Documents and for mechanics’ and materialmen’s Liens) and such coinsurance and direct access reinsurance as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014.the Administrative Agent may deem necessary or desirable, (C) The Issuer shall file a return of allotment with respect to the Owned Real Properties, American Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees have been paid, dated no more than 30 days before the date the related Mortgage is recorded, certified to the Administrative Agent and the issuer of the Debentures with Mortgage Policies in a manner reasonably satisfactory to the Registrar Administrative Agent by a land surveyor duly registered and licensed in the states in which the property described in such surveys is located and acceptable to the Administrative Agent, showing all buildings and other improvements, any off-site improvements, the location of Companies within 4 (four) Business Days from any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the Issue Closing Date absence of encroachments, either by such improvements or on to such shorter timeline as prescribed under Lawproperty, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rulesother defects, 2014 along with a complete list of Debenture Holders other than encroachments and containing such details as required under Law.other defects reasonably acceptable to the Administrative Agent, (D) The Issuer shall complete the process such consents and agreements of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed lessors and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required bythird parties, and within such estoppel letters and other confirmations, as the timelines as stipulated by, Stock Exchange Administrative Agent may reasonably deem necessary or any other Applicable Law.desirable, (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance evidence of the Debentures including but not limited to insurance required by the SEBI Regulations. The Issuer shall have made all filings terms of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter;Mortgages, (F) The Issuer shall have validly created and perfected Favorable opinions of local counsel for the SecurityLoan Parties (i) in states in which the Owned Real Properties are located, required with respect to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation enforceability and perfection of Security the Mortgages and any related fixture filings, substantially in the form of Exhibit K hereto and otherwise in form and substance satisfactory to the satisfaction Administrative Agent and including such assumptions and qualifications to account for local law matters as the Administrative Agent and its counsel shall approve in their reasonable discretion and (ii) in states in which the Loan Parties party to the Mortgages are organized or formed, with respect to the valid existence, corporate power and authority of such Loan Parties in the granting of the Debenture TrusteeMortgages in form and substance reasonably satisfactory to the Administrative Agent and including such assumptions and qualifications to account for local law matters as the Administrative Agent and its counsel shall approve in their reasonable discretion, including and (G) evidence that all other action that the permissions required under Section 281 Administrative Agent may reasonably deem necessary or desirable in order to create valid second (subject only to the Lien of the Income Tax ActFirst Lien Collateral Agent in favor of the holders of the First Lien Obligations) and subsisting Liens on the property described in the Mortgages has been taken. (iii) Within 45 days after the Initial Extension of Credit (which time period may be extended by an additional 45 days at the sole discretion of the Collateral Agent), 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, Borrower shall furnish to the Debenture Trustee within Collateral Agent Account Control Agreements (as defined in the time period Security Agreement), Securities Account Control Agreements (as stipulated under Section 4defined in the Security Agreement) or such other “control agreements” in form and substance reasonably satisfactory to the Collateral Agent covering all of the Loan Parties’ Account Collateral or Security Collateral (each as defined in the Security Agreement).

Conditions Subsequent. (Aa) The Issuer shall have submitted to For each Guarantor listed in paragraph 5 of Schedule 12 (Security Principles), the Debenture Vendor Loan Note Holder and the VLN Security Trustee, the Company shall provide as soon as practicable after Closing and in a any event within 90 days of Closing the documents set out in Part II of Schedule 2 (Conditions Precedent and conditions subsequent) each in form and manner substance satisfactory to the Debenture TrusteeFacility Agent (acting reasonably), to the following: (i) resolution extent not already so delivered and provided that such documents may be delivered within 180 days of the board or a committee thereof for allotment and issue of the letter of allotment on the Deemed Date of Allotment; (ii) Certified true copy of evidence certified by its company secretary Closing with respect to NDS Holdings B.V. (to the tax dues / liabilities of the Issuer as shown on the online portal of the income tax departmentextent it has not been wound up). (Bb) The Issuer shall maintain a complete record of all private placement offers made by it in relation Subject to the Debentures proviso in form PAS–5 as provided paragraph (a) above in Companies (Prospectus and Allotment respect of Securities) RulesTransaction Security to be granted by NDS Holdings B.V. or over its shares, 2014. (C) The Issuer the Company shall file a return of allotment procure that, subject to the Security Principles, the Transaction Security Documents by which the Transaction Security is granted over the asset classes of the Debentures relevant Guarantors, the Vendor Loan Note Holder and the VLN Security Trustee, set out in Part II of Schedule 2 (Conditions Precedent and conditions subsequent) together with any other Transaction Security Documents or other documents requested by the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures Facility Agent in accordance with the provisions Security Principles, are delivered to the Facility Agent (in form and substance satisfactory to the Facility Agent, acting reasonably) as soon as reasonably practicable and in any event within 90 days of Section 2.8 Closing (unless such delivery is either waived or the time of this Deed and provide confirmation of listing delivery extended by the Facility Agent (acting on the instructions of the Debentures to Majority Lenders, acting reasonably except in the Debenture Trustee and file case of delivery of any of the Information Memorandum with Transaction Security Documents, where the Stock Exchange within timelines as prescribed under Law and Facility Agent shall have submitted all other documents and made all filings with act on the Stock Exchange as required by, and within instructions of the timelines as stipulated by, Stock Exchange or any other Applicable LawSuper Majority Lenders)). (Ec) If NDS Holdings B.V. is wound up within such period, the Company shall provide within 180 days of Closing a share pledge over all of the shares in NDS Sweden AB (and any documents agreed to be provided thereunder) together with legal opinions as to capacity and enforceability and related corporate authorisations (including a director's certificate), each in form and substance satisfactory to the Facility Agent (acting reasonably). (d) The Issuer Company shall be in compliance with all Applicable Laws with respect to issuance provide within two Business Days of the Debentures including but not limited Scheme Date executed versions of the following documents in the form delivered pursuant to Part I of Schedule 2 (Conditions Precedent and conditions subsequent) (save, in the case of any legal opinion, with any amendments necessary to reflect any change in law since the date on which the legal opinion was previously delivered) or in such other form and substance satisfactory to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; Facility Agent (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4.acting reasonably):

Conditions Subsequent. (A) The Issuer shall have submitted Notwithstanding any terms of this Agreement to the Debenture Trustee, in a form and manner satisfactory to the Debenture Trusteecontrary, the followingparties acknowledge and agree that until: (ia) resolution the Concessions and the Seller’s interest in the Concessions provided for in the Concession Transfer Agreement, other than the Santa Xxxx mining concession, have been registered (the “Initial Registration”) in the Bureau of Mines in Mexico in the name of the board or a committee thereof for allotment Buyer, free of liens, charges, and issue defects of title, the completion of the letter transactions contemplated herein shall be held in escrow and all of allotment the closing documents including the 7,000,000 Xxxx Shares issued on the Deemed Closing Date shall be held in escrow by the Escrow Agent; and (b) the Initial Registration has occurred and the Santa Xxxx mining concession has been registered (the “Santa Xxxx Transfer”) in the Bureau of Mines in Mexico in the name of the Buyer, free of liens, charges, and defects of title, 350,000 of the Xxxx Shares issued on the Closing Date shall be held in escrow by the Escrow Agent. All parties agree to act in good faith and to use their commercially reasonable best efforts to accomplish these transfers and registrations as soon as possible. The Seller and Xxxx Xxxx shall jointly be responsible to resolve at their cost the litigation concerning the Santa Xxxx concession and to transfer good title of same to the Buyer free and clear of encumbrances or rights of others. Neither the Buyer nor Paramount shall be responsible to resolve the litigation or complete the transfer of the Santa Xxxx concession. Subject to the receipt by the Escrow Agent on the Closing Date of Allotment; all duly signed Ancillary Documents and subject to the terms of the Escrow Agreement, two share certificates representing 7,000,000 Xxxx Shares, in the aggregate, shall be delivered to Xxxx Xxxx within 10 business days of the Initial Registration and one share certificate representing the remaining 350,000 Xxxx Shares shall be delivered to Xxxx Xxxx within 10 business days of the Santa Xxxx Transfer. Notwithstanding the foregoing or any other provisions hereof to the contrary, in the event that the Initial Registration is not completed by February 28, 2009 or such later date as the Buyer permits from time to time, all of the Xxxx Shares held in escrow pursuant to Section 2.4 shall be returned to Paramount for cancellation together with the Purchase Price, the Interest shall revert to the Seller and any Concession listed in sections (iia) Certified true copy to (q) of evidence certified Schedule A hereto that have been registered in the name of the Buyer pursuant to this Agreement shall be re-registered as such Concession was registered at the date of this Agreement, and all transactions contemplated herein and in each of the Concession Transfer Agreement, the JV Transfer and Termination Agreement, the Ownership Agreement and Proxy, the Release and any other Ancillary Agreements except the Escrow Agreement shall be null and void and the Joint Venture Agreement shall be deemed to have remained in full force and effect throughout without any regard to this Agreement or the transactions contemplated herein, except that Xxxx Xxxx shall have until the Invoice Payment Date to pay the Invoices without penalty or any reduction of its current interests in the Concession and the Joint Venture. For greater certainty, in the event that payment is not made by its company secretary with the Invoice Payment Date, the provisions relating to non-payment of invoices in the Joint Venture Agreement shall immediately apply, including without limitation the immediate dilution of the Seller’s interest therein. Further, in the event that the Santa Xxxx Transfer is not completed by December 31, 2009 or such earlier date that all or substantially all of the assets or shares of Paramount or the Buyer are sold to a bona fide purchaser for value, the 350,000 Xxxx Shares held in escrow pursuant to Section 2.4(b) shall be returned to Paramount for cancellation and the Buyer and Paramount shall have no further recourse against the Seller and Xxxx Xxxx in respect to the tax dues / liabilities non-transfer of the Issuer as shown on the online portal of the income tax departmentSanta Xxxx mining concession. (B) The Issuer shall maintain a complete record of all private placement offers made by it in relation to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4.

Conditions Subsequent. (Aa) The Issuer shall have submitted obligations of the Parties are subject to the Debenture Trustee, in a form condition subsequent that the Subsidiary's Financial Statements and manner satisfactory all financial data concerning the Target Company (assuming that the restructure provisions of Section 4.9 doe not become applicable) complies or can within the 75 day period following the Closing be made to comply with the Debenture Trustee, requirements of Regulation S-B promulgated under the followingExchange Act; provided that: (i1) resolution In the event that the Commission advises the Holding Company that the Target Companies' financial statements (excluding pro forma financial statements) filed with the Form 8-KSB of the board or a committee thereof for allotment and issue Holding Company relating to the acquisition of the letter Target Company, os an amendment thereto fail to comply in a material respect with generally accepted accounting principals or the requirements of allotment Regulation S-B and the Commission is unwilling to waive such deficiencies, the Holding Company, the Subscribers and the Target Companies will use their best efforts to correct the subject financial statements in such manner as will satisfy the Commission's objections thereto or cause the Commission to withdraw its objections; 103 (2) If such corrections are not affected or such objections withdrawn within three months after any deficiencies are raised by the Commission, the Holding Company may elect to rescind this Agreement, ab initio, unless the Parties can, at such time, agree on a restructuring of this transaction in a manner meeting the Deemed Date of Allotmentapplicable reporting requirements imposed by applicable federal and state securities law requirements; (ii3) Certified true copy of evidence certified by its company secretary with respect If prior to the tax dues / liabilities expiration of the Issuer three month correction period set forth in the preceding paragraph, the Commission advises the Holding Company that it intends to take enforcement action or to disrupt trading in the Holding Company's securities as shown a result of deficiencies in the Target Companies' financial statements, then, at the Holding Company's option, it may elect to rescind this Agreement, ab initio, unless the Parties and the Commission can, at such time, agree on a restructuring of this transaction in a manner meeting the online portal reporting requirements imposed by applicable federal and state securities law requirements, as a result of which the income tax departmentCommission will refrain from taking the actions threatened. (B4) The Issuer In the event that this condition subsequent becomes applicable and this Agreement is rescinded, ab initio, then all sums advanced to or invested in the Target Companies by the Holding Company shall maintain be converted into secured promissory notes of the Target Companies, as co-makers, with a complete record term calling for balloon installments of all private placement offers made by it in relation principal and interest at the annual rate of 10%, due and payable on the 30th day prior to the date for payment of the Holding Company's Class A, Series A, Convertible, Subordinated Debentures in form PAS–5 (the "American Internet Notes"), the American Internet Notes to be secured by a first lien on all of the Target Companies' assets (tangible, intangible, current or inchoate), subject only to such prior liens as provided in Companies (Prospectus and Allotment currently exist as of Securities) Rules, 2014the date of this Agreement. (Cb) The Issuer shall file a return of allotment This Agreement is subject to the condition subsequent that the offering effected by the Target Company in reliance on Commission Rule 504 prior to its acquisition of the Debentures Subsidiary under prior management fully complied with all requirements of applicable state and federal securities laws, provided that, if the Registrar of Companies Parties are not mutually satisfied that this condition has been met within 4 (four) Business Days from 30 days following the Issue Closing Date or such shorter timeline Closing, then this Agreement shall be restructured as prescribed called for under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 4.9 of this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required byAgreement, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required such restructuring to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4deemed effective ab initio.

Conditions Subsequent. (A) The Issuer shall have submitted Notwithstanding anything to the Debenture Trusteecontrary in this Agreement, Buyer may terminate this Agreement without liability unless at or prior to 5:00 p.m. (Pacific Time) on April 30, 2022, (“Feasibility Period”) each of the following conditions has been met or Buyer has waived such condition in a form and manner satisfactory writing. Seller shall cooperate with Buyer to execute any documents which may be necessary or convenient to the Debenture Trustee, the followingperformance of these conditions: (ia) resolution Buyer shall have inspected and examined the Property, to the extent Buyer deems necessary, in its sole discretion, to determine the condition of the board or a committee thereof for allotment Property and issue to determine if the Property will satisfy the business needs of the letter of allotment on the Deemed Date of Allotment; (ii) Certified true copy of evidence certified by its company secretary with respect to the tax dues / liabilities of the Issuer as shown on the online portal of the income tax departmentBuyer. (Bb) The Issuer shall maintain a complete record of all private placement offers made by it in relation to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and Buyer shall have submitted determined if the Property is properly zoned for Buyer’s intended use and all other documents and made all filings with the Stock Exchange as required bystudies, and within the timelines as stipulated byreports, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures permits, approvals, including but not limited to site plan approvals, if required, building and use permits, architectural and other approvals, if any, required by the SEBI Regulationsappropriate public or governmental authorities to allow the use of the Property as desired by Buyer have been obtained and are in force and effect. (c) Buyer, at its expense, may obtain a current certified ALTA boundary and topographic surveys of the Property prepared by a licensed surveyor selected by Buyer and in accordance with Buyer’s requirements (“Survey”) which shall comply with (i) the requirements of the Title Company, as defined below, and Buyer; and (ii) the current “Minimum Standard Detail Requirements for Land Title Surveys” adopted by the American Land Title Association and the American Congress of Surveyors and Mappers for a Class A survey, and include, but not be limited to (a) setbacks, (b) all improvements, (c) location of utilities; (d) significant observations otherwise disclosed, (e) show that the Property boundaries extend to all adjacent streets, and rights-of-way which have been dedicated to and accepted for public use by the appropriate governmental authority, (f) that no governmental agency has required that anything be placed in or on any adjacent public road or has otherwise imposed any restriction that precludes vehicular or pedestrian passage across any adjacent public road between the portions of the Property on either side of any adjacent public road, if any, and (g) if the Property contains more than two (2) parcels, then all parcels together form one (1) parcel, and each parcel forming the larger parcel shares its interior boundary lines with the other parcel or parcels. The Issuer It is agreed that the legal description contained in the Survey shall be the legal description used in the Deed (as defined below) conveying the Property to Buyer. Buyer shall examine the Survey and shall make any objections thereto in writing to Seller no later than five (5) business days after the last to be received by the Buyer of (i) the Survey and (ii) the Commitment, as defined below, and the copy of each exception document listed in the Commitment, as required below. (d) Pioneer Title Co., 000 X. Xxxxxxx Avenue, Coeur d’Xxxxx, XX 00000, (i) the Survey and (ii) the Commitment and the copy of each exception document listed in the Commitment, as required above. In the event there exists any such encumbrance or exception in the Commitment or the Survey to which Buyer objects, Seller shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4.five

Conditions Subsequent. (A) The Issuer shall have submitted to the Debenture Trustee, in a form and manner satisfactory to the Debenture Trustee, the following: (i) resolution Within __ days after the Initial --------------------- Extension of Credit, all filings and other actions necessary or desirable under the laws of any jurisdiction (other than any State of the board or a committee thereof for allotment United States) to perfect and issue of protect the letter of allotment on security interest created under the Deemed Date of AllotmentCollateral Documents shall have been taken, and the Administrative Agent shall have received evidence that all such filings and other actions have been taken; (ii) Certified true copy Within __ days after the Initial Extension of evidence certified by its company secretary with respect Credit, the Administrative Agent shall have received, in form and substance satisfactory to the tax dues / liabilities Agents and in sufficient copies for each Lender Party, deeds of trust, trust deeds, mortgages, leasehold mortgages and leasehold deeds of trust and covering the properties listed on Part I of Schedule 4.01(hh) hereto (together with the Assignments of Leases and Rents referred to therein and each other mortgage delivered pursuant to Section 5.01(o), in each case as amended, supplemented or otherwise modified from time to time in accordance with their terms, the "Mortgages"), duly executed by the --------- appropriate Loan Party, together with: (A) evidence that counterparts of the Issuer as shown Mortgages have been duly recorded in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid first and subsisting Lien on the online portal property described therein in favor of the income tax department.Secured Parties and that all filing and recording taxes and fees have been paid, (B) The Issuer shall maintain a complete record fully paid American Land Title Association Lender's Extended Coverage title insurance policies (the "Mortgage Policies") in form ----------------- and substance, with endorsements and in amount acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers acceptable to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all private placement offers made by it in relation to defects (including, but not limited to, mechanics' and materialmen's Liens) and encumbrances, excepting only Permitted Encumbrances, and providing for such other affirmative insurance (including endorsements for future advances under the Debentures in form PAS–5 Loan Documents and for mechanics' and materialmen's Liens) and such coinsurance and direct access reinsurance as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014.the Administrative Agent may deem necessary or desirable, (C) The Issuer shall file a return of allotment American Land Title Association form surveys, dated no more than __ days after the date of the Debentures with Initial Extension of Credit, certified to the Registrar Administrative Agent and the issuer of Companies within 4 (four) Business Days from the Issue Closing Date Mortgage Policies in a manner satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located and acceptable to the Administrative Agent, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or onto such shorter timeline as prescribed under Lawproperty, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rulesother defects, 2014 along with a complete list of Debenture Holders other than encroachments and containing such details as required under Law.other defects acceptable to the Administrative Agent, (D) The Issuer shall complete an appraisal of each of the process of listing properties described in the Debentures in accordance Mortgages complying with the provisions of Section 2.8 of this Deed and provide confirmation of listing requirements of the Debentures Federal Financial Institutions Reform, Recovery and Enforcement Act of 1989, which appraisals shall be from a Person acceptable to the Debenture Trustee Administrative Agent and file otherwise in form and substance satisfactory to the Information Memorandum with Agents and the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law.Lender Parties, (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited engineering, soils and other reports as to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated properties described in the Debenture DocumentsMortgages, whichever is shorter;in form and substance and from professional firms acceptable to the Administrative Agent, (F) The Issuer the Assignments of Leases and Rents referred to in the Mortgages, duly executed by the appropriate Loan Party, (G) such consents and agreements of lessors and other third parties, and such estoppel letters and other confirmations, as the Administrative Agent may deem necessary or desirable, (H) evidence of the insurance required by the terms of the Mortgages, and (I) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to create valid first and subsisting Liens on the property described in the Mortgages has been taken; and (iii) Within __ days after the Initial Extension of Credit, the Existing Debt described on Part I of Schedule 4.01(ff) hereto [FIRST UNION MORTGAGE] shall have validly created been paid in full, and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer all Liens securing such Existing Debt shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4been released.

Conditions Subsequent. (A) The Issuer shall have submitted Notwithstanding anything to the Debenture Trusteecontrary contained herein, Borrower shall not consummate the Transfer unless and until it satisfies each of the following additional conditions (unless waived in writing by Agent): (a) Borrower and FPC shall deliver to Agent on or before the consummation of the Transfer, an assumption agreement relating to each applicable Security Deed (collectively, the “Assumption Agreements”), duly executed by the parties thereto, in a recordable form and manner satisfactory in form and substance acceptable to Agent, whereby FPC will assume the Debenture Trustee, obligations of Borrower under the following: applicable Security Deeds (i) resolution of the board or a committee thereof for allotment and issue of the letter of allotment on the Deemed Date of Allotment; (ii) Certified true copy of evidence certified by its company secretary but solely with respect to the tax dues / liabilities Transferred Property). Borrower acknowledges (and will so acknowledge and agree in the Assumption Agreements) that it is not released from any obligations under the applicable Security Deeds notwithstanding the Transfer; (b) Borrower and FPC shall deliver to Agent, at least 5 Business Days prior to the date of the Issuer as shown on Transfer, copies of (i) each deed or other transfer document to be executed in connection with the online portal of Transfer, which need to expressly recite that the income tax department. (B) The Issuer shall maintain a complete record of all private placement offers made by it in relation Transferred Property is being transferred subject to the Debentures in form PAS–5 as provided in Companies (Prospectus applicable Security Deeds and Allotment of Securities) Rules, 2014. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures subject to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. Reservation of Timber rights (E) The Issuer which Reservation of Timber Rights shall be in compliance with form and substance reasonably satisfactory to Agent), and (ii) all Applicable Laws with respect documents, agreements and certificates, if any, to issuance of the Debentures including but not limited be delivered by Borrower to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms Parity Collateral Agent in connection with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorterTransfer; (Fc) Borrower shall execute and deliver any and all additional documentation reasonably requested by Agent to grant, or preserve, Agent’s Lien on the timber rights reserved by Borrower in connection with the Transfer; (d) Immediately before and after giving effect to the Transfer, the representations and warranties made by the Loan Parties pursuant to clause (a) of Section 5 of this Consent, shall be true and correct, and the Loan Parties shall be deemed to have made such representations and warranties to the Credit Parties contemporaneously with the consummation of the Transfer; and (e) The Issuer Transfer shall have validly created and perfected the Securitynot be consummated prior to July 12, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 42016.

Conditions Subsequent. (Aa) The Issuer shall have submitted Subject to the Debenture Trusteerights of AMCE under subparagraph (b) of this paragraph 6, in a form and manner satisfactory subject to the Debenture Trusteerights of any non-breaching Party under subparagraph (c) of this paragraph 6, this Agreement, and the followingobligations of the Parties thereunder, shall terminate and be of no further force or effect if any of the following conditions ("Conditions Subsequent") shall not have been satisfied by the indicated date: (i) resolution of The Participant and the board Lenders (each as defined on Exhibit "A") shall have executed and delivered the Participation Agreements (as defined on Exhibit "A") on or a committee thereof for allotment and issue of the letter of allotment on the Deemed Date of Allotment;before March 7, 2002. (ii) Certified true copy of evidence certified by its company secretary with respect to the tax dues / liabilities An order of the Issuer as shown on Bankruptcy Court confirming the online portal Modified Plan, the terms of which order are materially consistent with the Proposed Treatment (the "Confirmation Order"), and an order of the income tax departmentBankruptcy Court approving the Participation Agreements shall each have been entered on or before March 20, 2002. (Biii) The Issuer Confirmation Order shall maintain have become a complete record of all private placement offers made by it in relation to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rulesfinal, 2014nonappealable order on or before April 1, 2002. (Cb) The Issuer shall file If AMCE has not breached its obligations under this Agreement, it may extend the date set forth in clauses (ii) and (iii) of subparagraph (a) for a return period of allotment up to thirty days, by giving written notice of such election to the Debentures with Creditor Parties on or before the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Lawapplicable date which is being extended. (Dc) The Issuer shall complete In the process event that the failure to occur of listing any of the Debentures in accordance with Conditions Subsequent set forth above is the provisions result of Section 2.8 a breach of this Deed and provide confirmation Agreement by any Party, the non-breaching Party may, by the written agreement of listing such non-breaching Party, extend the time for satisfying such Conditions Subsequent to any date that it elects, without the agreement of the Debentures to breaching Party. This provision shall in no way limit any right or remedy which any Party may otherwise have for the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Lawbreach of this Agreement. (Ed) The Issuer GCX, AMCE, Fleet and BofA agree to use commercially reasonable efforts, which shall not be construed to require the payment of money by any Party, other than to its own attorneys, to cause the occurrence of Condition Subsequent (a)(i) to be satisfied on a timely basis. Each Party to this Agreement agrees (i) to use commercially reasonable efforts, which shall not be construed to require the payment of money by any Party, other than to its own attorneys, to cause Conditions Subsequent (a)(ii) and (a)(iii) to be satisfied on a timely basis and (ii) to cooperate with the other Parties in compliance with all Applicable Laws with respect to issuance of achieving the Debentures including but not limited Conditions Subsequent as expeditiously as reasonably possible (and prior to the SEBI Regulations. The Issuer shall have made dates set forth above). (e) Any Party may terminate this Agreement upon written notice to all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated other Parties in the Debenture Documents, whichever event that the Initial Support Agreement is shorter; (F) The Issuer shall have validly created and perfected terminated or if the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4Plan is revoked or withdrawn.

Conditions Subsequent. The continued effectiveness of this Agreement is also conditioned upon the following conditions subsequent being met on or before the applicable dates set forth below (Aas such dates may be extended in writing by the Lender): (a) The Issuer the Lender shall have submitted to received, within two Banking Days of the Debenture Trustee, in a form and manner satisfactory to the Debenture Trustee, the following:date hereof, (i) resolution certified copies of resolutions (the “Resolutions”) duly adopted by the board of directors of the board or a committee thereof for allotment Borrower and issue each Guarantor authorizing the execution, delivery and performance of the letter of allotment on Loan Documents to which it is a party and the Deemed Date of Allotmentborrowings or guarantees hereunder, as applicable; (ii) Certified a certificate of the secretary or assistant secretary (where applicable) of the Borrower and each Guarantor certifying (A) that attached thereto is a true and complete copy of evidence certified by its company secretary with respect to the tax dues / liabilities each Organizational Document of the Issuer as shown on the online portal of the income tax department. Borrower and each such Guarantor, and (B) The Issuer shall maintain a complete record of all private placement offers made by it in relation as to the Debentures incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in form PAS–5 as provided in Companies (Prospectus connection herewith on behalf of the Borrower and Allotment of Securities) Rules, 2014.each such Guarantor; (Ciii) The Issuer shall file a return of allotment confirmation from the Borrower (in the form of the Debentures certification referred to below) (i) of the aggregate amount of undrawn commitments under the Credit Agreements as of the date hereof, (ii) that such amounts are available to be drawn to repay the 2009 Notes upon their maturity and (iii) that all conditions precedent to the borrowing of such funds have been, or are capable of being, satisfied in full as of such date, and in each case a senior officer of the Borrower shall have certified to the same; and (vi) a certificate as to the good standing of the Borrower and each Guarantor as of a recent date, if applicable; and (b) the Lender shall have received an executed copy of (i) a Restricted Subsidiary Guarantee from each Restricted Subsidiary and (iii) a Subordination Agreement from each Restricted Subsidiary within one (1) Banking Day of the Lender agreeing to the terms of its subordination agreement with the Registrar of Companies within 4 agent under the EDC Facility, which the Lender agrees to use commercially reasonable efforts to enter into no later than three (four3) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorterdate hereof; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4.

Conditions Subsequent. As a condition subsequent to the initial closing hereunder the Borrower shall perform or cause to be performed the following (Afailure by the Borrower to so perform or cause to be performed within fifteen (15) The Issuer days after notice of such failure from the Agent constituting an Event of Default unless otherwise noted): (a) On or before April 1, 2000, the Borrower shall have submitted used commercially reasonable efforts (which shall be understood not to require the payment of additional money to any Landlord or the alteration of the terms of any lease) to deliver to the Debenture TrusteeAgent, a Landlord Consent for at least twelve (12) of the Post-Closing Leased Properties such that Agent will have a Mortgage on 75% of the Leased Properties listed in Part I of Schedule 3.1(ix). On or before January 20, 2000, the Borrower shall give the Agent a form and manner satisfactory written update of its effort to obtain such additional Landlord Consents. (b) On or before June 1, 2000, the Borrower shall have delivered to the Debenture Trustee, the following: (i) resolution of the board or a committee thereof for allotment and issue of the letter of allotment on the Deemed Date of Allotment; (ii) Certified true copy of evidence certified by its company secretary Agent Mortgages with respect to the tax dues / liabilities of Post-Closing Leased Properties for which a Landlord Consent has been obtained in accordance with Section 3.4(a); (c) On or before June 1, 2000, the Issuer Borrower shall have delivered to the Agent a Borrower’s affidavit (in the form delivered pursuant to Section 3.1(a)(xi) hereof) with respect to each Post-Closing Leased Property for which a Mortgage is delivered under Section 3.4(b) and such other documents and certificates referred to in, or incident to, such Mortgages, as shown Agent shall reasonably require; (d) On or before June 1, 2000, the Borrower shall have delivered to the Agent, title search reports with respect to each Post-Closing Leased Property for which a Mortgage is delivered under Section 3.4(b) issued by the Title Company (or other title company acceptable to Agent); and (e) On or before March 31, 2000, the Borrower shall have delivered to the Agent the information pertaining to actual or potential environmental claims with respect to the Owned Properties or the Leased Properties as described on the online portal of the income tax departmentSchedule 3.4(e). (Bf) On or before January 15, 2000, the Borrower shall have closed (or caused to be closed) any and all bank accounts maintained by EPL Intermediate, Inc. at The Issuer shall maintain a complete record of all private placement offers made by it in relation to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014Chase Manhattan Bank. (Cg) The Issuer shall file a return of allotment of On or before April 1, 2000, the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and Agent shall have submitted received all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (Epursuant to Section 7.7(d) The Issuer shall be in compliance with all Applicable Laws with respect to issuance the parcels of real estate described on Schedule 3.4(g) (which schedule indicates whether each such parcel is to be purchased or lease by the Borrower), as if such parcels were acquired after the Agreement Date; provided, however, that the Borrower shall only be required to use commercially reasonable efforts (which shall be understood not to require the payment of additional money to any Landlord or the alteration of the Debentures including but not limited terms of any lease) to deliver to the SEBI Regulations. The Issuer shall have made all filings of all Agent, a Landlord Consent for the relevant forms with the concerned Registrar of Companies in accordance withleased property located at 00000 Xxxxxxxx Xxxx., and within the timelines prescribed underXxxxxxxx, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; California (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4#5938).

Conditions Subsequent. As an accommodation to the Loan Parties, the Agents and the Lenders have agreed to execute this Amendment notwithstanding unsatisfied conditions set forth below on or before the Fifth Amendment Effective Date. In consideration of such accommodation, the Loan Parties agree that, in addition to all other terms, conditions and provisions set forth in this Amendment, including, without limitation, those conditions set forth in Section 5 hereof, the Loan Parties shall deliver to the Collateral Agent within the time period specified below (Ait being understood that (x) The Issuer the failure by the Loan Parties to perform or cause to be performed any such condition subsequent on or before the date applicable thereto shall constitute an Event of Default and (y) to the extent that the existence of any such condition subsequent would otherwise cause any representation, warranty or covenant in this Amendment or any other Loan Document to be breached, the Lenders hereby waive such breach for the period from the Fifth Amendment Effective Date until the date on which such condition subsequent is required to be fulfilled pursuant to this Section 6): (a) on or before the date that is two (2) Business Days after the Fifth Amendment Effective Date (or such later date as may be agreed in writing by the Agents in their sole discretion), the Collateral Agent shall have submitted to received the Debenture Trusteefollowing, each in a form and manner substance reasonably satisfactory to the Debenture Trustee, the followingCollateral Agent: (i) resolution the Agents shall have received evidence reasonably satisfactory to the Collateral Agent a Certificate of Conversion in respect of Realtime has been filed with the Secretary of State of the board or a committee thereof for allotment and issue State of the letter of allotment on the Deemed Date of AllotmentDelaware; (ii) Certified true copy of evidence certified the Agents shall be reasonably satisfied that Realtime has been converted into a Delaware corporation; (iii) a Joinder Agreement to the Financing Agreement, duly executed by its company secretary the Administrative Borrower, Realtime and the Collateral Agent, including supplemental schedules to the Financing Agreement with respect thereto; (iv) with respect to the tax dues / liabilities of Security Agreement, (A) a Security Agreement Supplement, in the Issuer form attached as shown on Exhibit C thereto, duly executed and delivered by the online portal of Collateral Agent and Realtime, together with updated schedules to the income tax department. Security Agreement with respect thereto; and (B) The Issuer shall maintain any additional documents required to be executed in connection therewith, including, with respect to any Pledged Shares (as defined therein), a complete record duly executed Irrevocable Proxy (as defined therein) and a duly acknowledged Registration Page (as defined therein) in blank; (v) a Pledge Amendment (as defined in the Security Agreement), substantially in the form of all private placement offers made by it in relation Exhibit A to the Debentures Security Agreement, duly executed by the equity holder of Realtime, together with the original certificates, if any, representing all of the Equity Interests of Realtime required to be pledged thereunder and all promissory notes of Realtime required to be pledged thereunder, accompanied by undated stock or other powers executed in form PAS–5 blank and other proper instruments of transfer; (vi) a joinder to the Intercompany Subordination Agreement, duly executed by Realtime; (vii) evidence satisfactory to the Collateral Agent of the filing of appropriate financing statements on Form UCC‑1 in such office or offices as provided may be necessary or, in Companies the opinion of the Collateral Agent, desirable to perfect the security interests in Realtime created by the Security Agreement; (Prospectus viii) an opinion of Shearman & Sterling LLP, counsel to Realtime, as to such matters as the Collateral Agent may reasonably request; and (ix) a certificate of an Authorized Officer of Realtime, certifying (A) as to copies of the Governing Documents of Realtime, together with all amendments thereto (including, without limitation, a true and Allotment complete copy of Securitiesthe charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of Realtime certified as of a recent date not more than 30 days prior to the Fifth Amendment Effective Date by an appropriate official of the jurisdiction of organization of Realtime which shall set forth the same complete name of Realtime as is set forth herein and the organizational number of Realtime, if an organizational number is issued in such jurisdiction), (B) Rulesas to a copy of the resolutions of Realtime authorizing (1) the transactions contemplated by the Loan Documents to which Realtime is or will be a party, 2014. and (2) the execution, delivery and performance by Realtime of the Loan Documents to which Realtime is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith, (C) The Issuer shall file a return of allotment the names and true signatures of the Debentures representatives Realtime authorized to sign each Loan Document to which Realtime is or will be a party and the other documents to be executed and delivered by Realtime in connection herewith and therewith, together with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing evidence of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Lawincumbency of such authorized officers. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4.

Conditions Subsequent. (Aa) The Issuer shall have submitted Each Obligor undertakes, within five (5) Business Days of the Closing Date, to deliver the Lender originals of all share certificates and share transfer forms or equivalent duly executed by the Borrower in blank in relation to the Debenture Trustee, in a form and manner satisfactory shares of the Company subject to the Debenture TrusteeTarget Share Charge, and a certified copy of the followingregister of members of the Company complying with the requirements of Clause 18.23 (Legal and beneficial ownership), together with all other deliverables required to be delivered under the Target Share Charge. (b) Each Obligor undertakes to ensure and procure that: (i) resolution within three (3) Months of the board or a committee thereof for allotment CEDU Loan being fully repaid and issue discharged, the share pledge over Beijing HongCheng Liye Technology Co. Ltd. (北京弘成立业科技有限公司) and HongCheng Technology Development Co. Ltd (弘成科技发展有限公司) pursuant to the PRC Share Pledge Agreement (Hongcheng) and the PRC Share Pledge Agreement (Liye) shall be legally registered in favour of the letter of allotment on Lender in all the Deemed Date of Allotment;PRC authorities to secure the Borrower’s obligations under this Agreement, and the Borrower, failing whom the Merger Sub, shall be responsible for any fees incurred in connection therewith; and (ii) Certified true copy of evidence certified immediately upon the CEDU Loan being fully repaid and discharged, all dividends and distributions made by its company secretary with respect Beijing HongCheng Liye Technology Co. Ltd. (北京弘成立业科技有限公司) and HongCheng Technology Development Co. Ltd (弘成科技发展有限公司) shall be used solely to repay the tax dues / liabilities of the Issuer as shown on the online portal of the income tax departmentBorrower’s obligations under this Agreement. (Bc) The Issuer shall maintain a complete record of all private placement offers made by it in relation Each Obligor undertakes, within one (1) Month following the Closing Date, to deliver to the Debentures Lender a copy of amended and restated Memorandum and Articles of Association of the Company. To the extent that after Completion, the Memorandum and Articles of Association of the Company contain any restriction on any transfer or the registration of the transfer of shares in form PAS–5 the Company on the taking or enforcement of the Security granted over them or any pre-emption rights purporting to attach to any shares in the Company, unless the relevant restriction or right of pre-emption is required by law or regulation, each Obligor undertakes that the Company shall deliver a certified copy of a further amended and restated Memorandum and Articles of Association of the Company, together with all related resolutions of the shareholders of the Company, amended so as provided in Companies (Prospectus and Allotment to remove that right or, as the case may be, those rights of Securities) Rules, 2014pre-emption. (Cd) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies Each Obligor undertakes, as soon as practicable and in any event within 4 ten (four10) Business Days from of the Issue Closing Submission Date (or such shorter timeline longer date as prescribed under Law, may be agreed between the parties who will negotiate in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete good faith if the process of listing failure to deliver the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected Merger Certificate within the time period as stipulated specified in Section 4. The Issuer shall have provided evidence of creation and perfection of Security this paragraph (e) is attributable to a force majeure event), the Merger Certificate is delivered to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, Lender. (e) No later than fifteen (15) Business Days prior to the Debenture Trustee within proposed first withdrawal of funds from the time period as stipulated under Section 4Controlled Account, the Borrower shall provide the Lender with a Funds Flow Statement in a form satisfactory to the Lender.

Conditions Subsequent. The following conditions subsequent shall be fulfilled as and when as set out below: (Aa) The Issuer shall have submitted within two (2) months after the First Purchase Date at the latest, with respect to each Originator, completion of a due diligence review by the Debenture TrusteePurchaser in accordance with Clause 15.2 (d) covering amongst other the Originator Portfolios, in a form systems and manner practices; the outcome of this due diligence being satisfactory to the Debenture Trustee, the following: (i) resolution of the board or a committee thereof for allotment and issue of the letter of allotment on the Deemed Date of AllotmentPurchaser; (iib) Certified true copy within three (3) months after the First Purchase Date (or such later date as the Purchaser may reasonably agree), the Master Servicer and each Originator shall grant a first ranking Security Interest (or in case of evidence certified by its company secretary with respect England, a Security Interest in the form of the English Declaration of Trust to the tax dues / liabilities benefit of the Issuer as shown on Purchaser) by entering into a Security Interest Agreement regarding the online portal Dedicated Collection Accounts identified opposite the name of the income tax department. relevant Originator in Schedule 11 (B) The Issuer shall maintain a complete record of all private placement offers made Dedicated Collection Accounts and Security Interests), and to deliver such other documents, opinions and evidence relating to such Security Interest and Security Interest Agreement reasonably requested by it in relation to the Debentures in form PAS–5 as provided in Companies (Prospectus Purchaser and Allotment of Securities) Rulesthe Transaction Administrator, 2014. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted carry out all other documents action necessary to protect or perfect and made all filings with shall use best efforts to give a first ranking priority to such Security Interests and Security Interest Agreements (the Stock Exchange as required byMaster Servicer and each Originator undertake, and within the timelines as stipulated byon a best effort basis only, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all arrange for the relevant forms with account banks to waive or subordinate any prior ranking pledge over the concerned Registrar Dedicated Collection Accounts and any right of Companies in accordance with, offset for fees and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorterexpenses created pursuant to such account bank’s standard terms and conditions relating to a Dedicated Collection Account); (Fc) The Issuer by the date that is three (3) months after the First Purchase Date at the latest, the aggregate amount of Collections paid by the Obligors into the Dedicated Collections Accounts shall have validly created at least be 70 per cent. of the aggregate nominal amount of Purchased Receivables outstanding; and (d) by the date that is four (4) months after the First Purchase Date at the latest, the aggregate amount of Collections paid by the Obligors into the Dedicated Collections Accounts shall at least be 90 per cent. of the aggregate nominal amount of Purchased Receivables outstanding. For the avoidance of doubt, the obligations under lit. (c) and perfected (d) above shall not be construed as a guarantee by the Security, required to be created and perfected within the time period Originators as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction receipt of Collections. If any one or various of these conditions subsequent are not fulfilled as and when as set out above, the Debenture Trustee, including Purchaser shall be entitled to stop the permissions required under Section 281 purchase of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required Receivables and/or to create and/or perfect the Security, terminate this Agreement pursuant to the Debenture Trustee within the time period as stipulated under Section 4Clause 17.2(b) mutatis mutandis.

Conditions Subsequent. (A) The Issuer waivers set forth in Section 3.01 hereof shall have submitted to become effective only upon the Debenture TrusteeBorrower’s satisfaction in full, of the following conditions subsequent, on or before the time period set forth below unless such time period shall be extended by Agent in a form and manner satisfactory to the Debenture Trustee, the followingits Permitted Discretion: (i) resolution Upon consummation of the board or a committee thereof for allotment and issue Proposed Acquisition, Agent shall have received copies of the letter of allotment on executed acquisition documents entered into in connection with the Deemed Date of AllotmentProposed Acquisition; (ii) Certified true copy Agent shall have received in form and substance satisfactory to Lenders (i) executed Mortgages within ten (10) days after the Effective Date and (ii) surveys within seventy-five (75) days of the Effective Date or such longer period acceptable to Agent in its sole discretion; (iii) Agent shall have received fully paid mortgagee title insurance policies (or binding commitments to issue title insurance policies, marked to Agent’s satisfaction to evidence certified by its company secretary the form of such policies to be delivered with respect to the tax dues / liabilities Mortgage), in standard ALTA form, issued by a title insurance company satisfactory to Agent, each in an amount equal to not less than the fair market value of the Issuer as shown Real Property subject to the Mortgage, insuring the Mortgage to create a valid Lien on the online portal Real Property with no exceptions which Agent shall not have approved in writing and no survey exceptions within sixty (60) days of the income tax department. (B) The Issuer shall maintain a complete record of all private placement offers made by it in relation to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Effective Date or such shorter timeline longer period acceptable to Agent in its sole discretion; (iv) Agent shall have received all environmental studies and reports prepared by independent environmental engineering firms with respect to all Real Property secured by the Mortgages within ninety (90) days of the Effective Date or such longer period acceptable to Agent in its sole discretion; (v) Evidence that adequate flood insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to Agent and its counsel naming Agent as prescribed under Lawadditional insured, in Form PAS-3 mortgagee and lender loss payee, as provided in Companies (Prospectus applicable, and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as evidence that Borrowers have taken all actions required under Law. (D) The Issuer shall complete the process of listing the Debentures Flood Laws and/or requested by Agent to assist in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer shall be ensuring that each Lender is in compliance with all Applicable the Flood Laws with respect applicable to issuance of the Debentures including Collateral, including, but not limited to, providing Agent with the address and/or GPS coordinates of each structure on any Real Property that will be subject to a Mortgage in favor of Agent, for the benefit of Lenders, and, to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance withextent required, obtaining flood insurance for such property, structures and within the timelines prescribed undercontents prior to such property, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorterstructures and contents becoming Collateral; (Fvi) The Issuer Agent shall have validly created received the executed legal opinions of local counsel, as required by Agent, in form and perfected the Security, required substance satisfactory to be created and perfected within the time period as stipulated in Section 4. The Issuer Agent which shall have provided evidence of creation and perfection of Security cover such matters incident to the satisfaction transactions contemplated by this Amendment and the Other Documents (including the Mortgages), and related agreements as Agent may reasonably require and each Borrower hereby authorizes and directs such counsel to deliver such opinions to Agent and Lenders; (vii) Proceeds from any sale consummated pursuant to the Proposed Sale shall be paid directly to Agent for application to the Obligations pursuant to Section 2.20(a) of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 Credit Agreement; and (viii) evidence that all other fees and Form CHG-1 with the relevant Registrar of Companies, expenses due and any other documents required owing by Borrowers to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4Agent have been paid in full.

Conditions Subsequent. (A) The Issuer Each of the following is a condition subsequent to Lender making Loans to Borrower and the failure to satisfy such conditions shall have submitted to the Debenture Trustee, in a form and manner satisfactory to the Debenture Trustee, the followingbe deemed an Event of Default hereunder: (ia) resolution Within ten (10) days of the board date hereof, Borrower shall deliver or a committee thereof for allotment and issue cause to be delivered proof satisfactory to Lender of the letter merger of allotment on the Deemed Date of Allotmenteach IPD Affiliate, except for UCS, into Borrower; (iib) Certified true copy Within thirty (30) days of evidence certified the date hereof, Borrower shall deliver or cause to be delivered to Lender certificates of merger for Borrower in each state in which Borrower's business activities require it to be qualified to do business along with "good standing" certificates in the name of Borrower from the secretary of each such state after giving effect to the mergers described in Section 4.1(y); (c) Within sixty (60) days of the date hereof, Borrower shall deliver or cause to be delivered to Lender a Landlord Agreement, substantially in the form of Exhibit C hereto, but in any case, in form and substance satisfactory to Lender, for each leased location of Borrower and all Obligors; (d) Within sixty (60) days of the date hereof, Borrower shall deliver or cause to be delivered to Lender a Bailee Agreement, substantially in the form of Exhibit D hereto, but in any case, in form and substance satisfactory to Lender, executed by its company secretary each warehouseman, processor, freight forwarder or other such third party who is or may from time to time be in possession of the Collateral; and (e) Within sixty (60) days of the date hereof, Borrower shall deliver or cause to be delivered to Lender a Licensor Agreement, substantially in the form of Exhibit E hereto, but in any case, in form and substance satisfactory to Lender, with respect to the tax dues / liabilities of the Issuer as shown on the online portal of the income tax departmenteach software licensing agreement for which Lender shall request such a Licensor Agreement. (B) The Issuer shall maintain a complete record of all private placement offers made by it in relation to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4.

Conditions Subsequent. (Aa) The Issuer Parent and the Borrower shall have submitted to the Debenture Trustee, in a form and manner satisfactory to the Debenture Trustee, the followingprocure that: (i) resolution in compliance with the MPRD Act and schedules thereto, the Old Order Rights converted into New Order Rights in terms of the board or a committee thereof for allotment and issue Transitional Arrangements contemplated by Schedule II of the letter MPRD Act are lodged at the Mining Titles Office for registration and simultaneously at the Deeds Office or the Mining Titles Office for deregistration of allotment the Old Order Rights, within 90 (ninety) days from the date on which the Deemed Date relevant member of Allotment;the Borrower Group or its Affiliate (as applicable) received notice of conversion of the Old Order Rights provided that if such lodgement does not take place within 60 (sixty) days the Senior Agent (or other person(s) empowered by the special power of attorney delivered pursuant to paragraph 18(t) of Schedule 2 (Conditions Precedent)) may, unless otherwise requested by the Borrower on reasonable grounds relating to any terms and conditions contained in the conversion notice which are objectionable to the Borrower, act under the special power of attorney delivered to the Senior Agent pursuant to 18(t) of Schedule 2 (Conditions Precedent) in order to procure such lodgement; and (ii) Certified true copy of evidence certified any and all information reasonably requested by its company secretary the Senior Agent in connection with respect to the tax dues / liabilities of the Issuer as shown on the online portal of the income tax department. (B) The Issuer shall maintain a complete record of all private placement offers made by it in relation to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance compliance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures (i) above, is provided promptly to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable LawSenior Agent. (Eb) The Issuer Parent and the Borrower shall be in compliance with all Applicable Laws with respect to issuance procure that: (i) within 30 (thirty) days of the Debentures date of execution of the New Order Rights, all of the documents required by the Senior Agent (including but not limited powers of attorney attaching the relevant Opco Security Documents) relating to the SEBI Regulations. The Issuer shall have made Opco Security Documents referred to in paragraph 5 of Part 1 of Schedule 13 (Transaction Security Document) are signed and delivered to the Senior Agent and all filings of other steps taken to allow for the Senior Agent to lodge such Opco Security Documents for registration at the Mineral and Petroleum Titles Registration Office and that all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter;associated fees are paid; and (Fii) all reasonable commercial endeavours are used by them and each other member of the Borrower Group to achieve registration of such Opco Security Documents as soon as reasonably possible after lodgement for registration. (c) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated steps taken in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security(b) above shall, to the Debenture Trustee within extent applicable, include the time period as stipulated application for any Ministerial or other consents that may be required for the lodgement and/or registration of the relevant Opco Security Documents. (d) The Borrower shall procure that any documents required by the Senior Agent (including powers of attorney) relating to the Opco Security Documents referred to in paragraphs 2 to 4 of Part 1 of Schedule 13 (Transaction Security Document) which were not delivered on or before the Closing Date, are signed and delivered to the Senior Agent and all other steps are taken and, to the extent necessary, consents obtained, to allow for the Senior Agent to lodge such Opco Security Documents for registration at the applicable Deeds Registries under Section 4the Deeds Registries Act, 1946 of South Africa and that all associated fees are paid.

Conditions Subsequent. (A) The Issuer On or before the Delivery Date of each of the Xxxxxx Vessel, the Drake Vessel and the Barentsz Vessel, the Borrowers shall have submitted procure that each Tasman Collateral Owner being the owner thereof shall deliver to the Debenture TrusteeAgent the following documents: (a) a duly executed original of each of the Tasman Collateral Mortgages, in a form Tasman Collateral Assignments and manner satisfactory Tasman Collateral Managers’ Undertakings relevant to each of the Debenture TrusteeXxxxxx Vessel, the followingDrake Vessel and the Barentsz Vessel and of each document to be delivered under each of them; (b) documentary evidence showing that: (i) resolution each of the board or a committee thereof Xxxxxx Vessel, the Drake Vessel and the Barentsz Vessel is in the absolute and unencumbered (save for allotment any Encumbrances created pursuant to the Collateral Loan Agreement and issue the Zeus Loan Agreement) ownership of the letter of allotment on Tasman Collateral Owner which is the Deemed Date of Allotmentowner thereof save as contemplated by the Finance Documents; (ii) Certified true copy each of evidence certified by its company secretary the Xxxxxx Vessel, the Drake Vessel and the Barentsz Vessel maintains the highest available class with respect a first class classification society which is a member of IACS as the Agent may approve free of all overdue recommendations and conditions of such classification society; (iii) each of the Tasman Collateral Mortgages relevant to the tax dues / liabilities Xxxxxx Vessel, the Drake Vessel, or as the case may be, Barentsz Vessel has been duly registered against that Tasman Collateral Vessel relevant thereto as a valid second preferred or, as the case may be, priority ship mortgage in accordance with the laws of the Issuer Xxxxxxxx Islands or, as shown on the online portal case may be, Liberia; (iv) each of the income tax department. (B) The Issuer shall maintain a complete record of all private placement offers made by it in relation to Xxxxxx Vessel, the Debentures in form PAS–5 as provided in Companies (Prospectus Drake Vessel and Allotment of Securities) Rules, 2014. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures Barentsz Vessel is insured in accordance with the provisions of Section 2.8 the Collateral Loan Agreement and all requirements therein in respect of this Deed and provide confirmation of listing insurances have been complied with; and (v) documents establishing that each of the Debentures Xxxxxx Vessel, the Drake Vessel and the Barentsz Vessel is managed by the Managers on terms acceptable to the Debenture Trustee Agent together with copies of the Safety Management Certificate and file the Information Memorandum ISSC (together with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance details of the Debentures including but not limited to applicable safety management system which the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, Agent requires) and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorterISSC; (Fc) The Issuer shall have validly created favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws of the Xxxxxxxx Islands and perfected such other relevant jurisdictions as the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security Agent may require; (d) a favourable opinion from an independent insurance consultant acceptable to the satisfaction of Agent on such matters relating to the Debenture Trusteeinsurances for the Xxxxxx Vessel, including the permissions required under Section 281 of Drake Vessel or, as the Income Tax Actcase may be, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any Barentsz Vessel as the Agent may require; and (e) such other documents required equivalent to create and/or perfect those referred to in Clause 3.1 as the Security, to the Debenture Trustee within the time period as stipulated under Section 4Agent may require.

Conditions Subsequent. The obligation of the Lenders to continue to extend credit hereunder is subject to the fulfillment, on or before the date applicable thereto, of the following conditions subsequent (Athe failure by Borrowers to so perform or cause to be performed such conditions subsequent as and when required by the term thereof (unless such date is extended, in writing, by Agent), shall constitute an Event of Default): (a) The Issuer Within thirty (30) days of the Closing Date (or such later date as Agent may agree in its reasonable discretion), Borrowers shall have submitted delivered, or caused to be delivered, to Agent the Debenture Trustee, following with respect to AMVAC Australia and the Operating Domestic Subsidiaries in a form and manner satisfactory to existence as of the Debenture Trustee, the followingClosing Date that are not Obligors: (i) resolution Such Loan Documents as Agent deems reasonably necessary or desirable to (x) join each such Person to the Loan Documents as an Obligor, and (y) grant a valid, perfected Lien on all Collateral of each such Person (including without limitation Intellectual Property) and all Equity Interests in each such Person, in each case, duly executed and delivered by each of the board or a committee thereof for allotment and issue of the letter of allotment on the Deemed Date of Allotmentsignatories thereto; (ii) Certified true copy A reasonably satisfactory customary legal opinion (including, with respect to such Operating Domestic Subsidiaries, legal opinions delivered by each such Person’s general counsel), corporate documents and officers’ and public officials’ certifications; Organic Documents; customary evidence of authorization to enter into the Loan Documents in respect of the Obligations; and good standing certificates in jurisdictions of formation/organization, and all other jurisdictions where the failure to be in good standing could have a Material Adverse Effect; (iii) Such evidence certified and/or confirmation as Agent deems necessary or desirable to ensure Agent, on behalf of Lenders, has a first priority Lien on the Collateral of each such Person (including without limitation Intellectual Property), and in the Equity Interests in each such Person; (iv) Sufficiently in advance thereof, Agent and Lenders shall have received with respect to such Person all documentation and other information required by, and acceptable to, regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act; and (v) Such other documents, instruments and other information as Agent may deem necessary or desirable in connection with the foregoing, in each case, as applicable, duly executed, acknowledged and delivered to Agent. (b) Within thirty (30) days of the Closing Date (or such later date as Agent may agree in its reasonable discretion), Borrowers shall have delivered, or caused to be delivered, to Agent the appropriate lenders loss payee endorsements and additional insured endorsements issued in respect of the insurance required hereunder. (c) Within ten (10) Business Days of the Closing Date (or such later date as Agent may agree in its reasonable discretion), Borrowers shall have delivered, or caused to be delivered, to Agent a legal opinion with respect to AMBAC B.V. in form and substance substantially similar to the opinion for such Person delivered in connection with the Prior Agreement, and otherwise in form and substance reasonably acceptable to Agent. (d) (i) Within six (6) Business Days of the Closing Date (or such later date as Agent may agree in its reasonable discretion), Borrowers shall have delivered, or caused to be delivered, to Agent an agreement pledging the Equity Interests of AMVAC B.V. duly executed and acknowledged as required under applicable law, and (ii) within thirty (30) days of the Closing Date (or such later date as Agent may agree in its reasonable discretion), Borrowers shall have delivered, or caused to be delivered, to Agent such other agreements, documents and instruments as Agent may deem necessary or desirable by its company secretary or with respect to the tax dues / liabilities Person that owns the Equity Interests of the Issuer as shown on the online portal of the income tax department. (B) The Issuer shall maintain a complete record of all private placement offers made by it in relation to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under LawAMVAC B.V., in Form PAS-3 each case, as provided in Companies (Prospectus applicable, duly executed and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details acknowledged as required under Lawapplicable law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4.

Conditions Subsequent. (A) The Issuer shall have submitted to the Debenture Trustee, in a form and manner satisfactory to the Debenture Trustee, the following: (i) resolution To provide an assignment of the board or collateral warranty and the existing reliance letter in favour of HSBC plc and procure a committee thereof for allotment and issue fresh reliance letter from Ground Engineering Limited in favour of the letter Administrative Agent in respect of allotment on the Deemed Date Ground Investigation Report within 90 days following the date of Allotment;this Agreement. (ii) Certified true copy of evidence certified by its company secretary The Borrower shall cause the Parent to register a postponement (Form 17) at the Alberta Land Titles Office, in form and substance satisfactory to the Administrative Agent, with respect to the tax dues / liabilities caveat registered by FortisAlberta Inc. as instrument number 191 076 811 within 90 days following the date of this Agreement. (iii) As soon as reasonably practicable, and in any case within seven (7) Business Days following the satisfaction of the Issuer conditions precedent in Section 4.2, the Borrower shall, or shall cause the applicable Credit Parties to: (A) cause the Borrower to purchase 100 ordinary shares of Sundial UK from the Parent and to convert the promissory note dated as shown on the online portal of the income tax department.Tranche A Closing Date in the amount of £62,000,000 issued by Sundial UK to the Borrower into 1 ordinary shares of Sundial UK (the “Reorganization”) and provide evidence of such transfer to the Administrative Agent; (B) The Issuer shall maintain a complete record of all private placement offers made by it in relation deliver to the Debentures Administrative Agent (x) a share charge governed by the laws of England pledging the Borrower’s Equity Securities in form PAS–5 Sundial UK to the Administrative Agent, and (y) other documents (including financing statements, notices of security, consents, approvals, acknowledgements, undertakings, subordinations, discharges, waivers, directions, negotiable documents of title and other documents and instruments), and registrations with respect thereto, as provided the Administrative Agent determines, acting reasonably, are necessary or desirable in Companies order to create a first priority perfected Lien (Prospectus and Allotment subject only to Permitted Liens which rank by law in priority or Permitted Liens) in all Equity Securities in the capital of Sundial UK (including, delivery to the Administrative Agent of certificates evidencing Equity Securities along with appropriate stock powers of attorney in respect of any such Equity Securities) Rules, 2014.); and (C) The Issuer shall file a return of allotment of such corporate resolutions, certificates, legal opinions and such other documents and registrations as may be reasonably required by the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law.Administrative Agent; and (D) The Issuer shall complete the process of listing the Debentures all such deliveries to be in accordance with the provisions of Section 2.8 of this Deed form and provide confirmation of listing of the Debentures substance satisfactory to the Debenture Trustee and file the Information Memorandum Administrative Agent, acting reasonably, with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Lawsufficient copies for each Lender. (Eiv) The Issuer Borrower shall be in compliance with all Applicable Laws with respect (or shall cause the applicable Credit Parties to) use best commercial efforts to issuance provide (within 60 days following the Tranche A Closing Date and as soon within that 60 day period as is reasonably practicable) to the Administrative Agent the following documents to the Administrative Agent: (i) an updated copy of the Debentures including but not limited Farm Select policy with NFU Mutual with policy number 080X7115716/N06 with an additional endorsement showing the Administrative Agent as first loss payee in form and substance similar to that set out in an email from Obruche Heinanen to Xxxxxxxxx Xxxxxxxx dated 11 June 2019 at 21:14 or such other form and substance satisfactory to the SEBI Regulations. The Issuer shall have made all filings of all Administrative Agent and (ii) the relevant forms with acknowledgements from NFU Mutual to security notices served by Project Seed Topco Limited and Xxxxx Xxx Nursery Limited respectively to NFU Mutual on the concerned Registrar of Companies Tranche A Closing Date in accordance witheach case in form and substance similar to that set out in the notices to which they relate or such other form and substance satisfactory to the Administrative Agent. (v) As soon as reasonably practicable, and in any case within one (1) Business Day following the timelines prescribed underTranche A Closing Date, Applicable Laws the Borrower shall, or within time period if shall cause the applicable Credit Parties to, submit a discharge of the mortgage registered at the Alberta Land Titles Office by Farm Credit Canada as instrument number 191 072 026 (the “Discharge”) and upon registration of the Discharge forthwith forward to the Administrative Agent a certified copy of the certificate of title confirming that the Discharge has been registered. In the event that the Discharge is rejected by the Alberta Land Titles Office, the Borrower shall make all reasonable commercial efforts to correct any stated defects or deficiencies in respective of the Discharge and to cause such corrected Discharge to be re-submitted to the Alberta Land Titles Office as soon as possible for registration on the basis and in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, manner required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4herein.

Conditions Subsequent. (Ai) The Issuer Within 30 days after the Initial Extension of Credit (or such later date as may be agreed by the Parent Borrower and the Administrative Agent), furnish to the Administrative Agent evidence that all filings and other actions necessary or desirable under the laws of any jurisdiction (other than any State of the United States) to perfect and protect the first priority liens and security interests created under the Collateral Documents shall have submitted been taken (including, without limitation, delivering appropriate Foreign Guaranties, Foreign Security Documents, Local Pledges and legal opinions relating thereto to the Debenture TrusteeAdministrative Agent, all in a form and manner substance satisfactory to the Debenture TrusteeAdministrative Agent), the following: (i) resolution PROVIDED that stock certificates of the board or a committee thereof for allotment and issue Excluded Subsidiaries shall only be delivered upon the request of the letter of allotment on the Deemed Date of AllotmentAdministrative Agent; (ii) Certified true Within 90 days after the Initial Extension of Credit (or such later date as may be agreed by the Parent Borrower and the Administrative Agent), furnish the Administrative Agent, in form and substance satisfactory to the Agents and in sufficient copies for each Lender Party, deeds of trust, trust deeds, mortgages, leasehold mortgages and leasehold deeds of trust and covering the properties listed on Schedule 4.01(hh) hereto (together with the Assignments of Leases and Rents referred to therein and each other mortgage delivered pursuant to Section 5.01(o), in each case as amended, supplemented or otherwise modified from time to time in accordance with their terms, the "MORTGAGES"), duly executed by the appropriate Loan Party, together with: (A) evidence that counterparts of the Mortgages have been duly recorded in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid first and subsisting Lien on the property described therein in favor of the Secured Parties and that all filing and recording taxes and fees have been paid, (B) fully paid American Land Title Association Lender's Extended Coverage title insurance policies (the "MORTGAGE POLICIES") in form and substance, with endorsements and in amount acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers acceptable to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics' and materialmen's Liens) and encumbrances, excepting only Permitted Encumbrances, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics' and materialmen's Liens) and such coinsurance and direct access reinsurance as the Administrative Agent may deem necessary or desirable, (C) American Land Title Association form surveys, dated no more than 90 days after the date of the Initial Extension of Credit, certified to the Administrative Agent and the issuer of the Mortgage Policies in a manner satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located and acceptable to the Administrative Agent, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or onto such property, and other defects, other than encroachments and other defects acceptable to the Administrative Agent, (D) an appraisal of each of the properties described in the Mortgages complying with the requirements of the Federal Financial Institutions Reform, Recovery and Enforcement Act of 1989, which appraisals shall be from a Person acceptable to the Administrative Agent and otherwise in form and substance satisfactory to the Agents and the Lender Parties, (E) engineering, soils and other reports as to the properties described in the Mortgages, in form and substance and from professional firms acceptable to the Administrative Agent, (F) the Assignments of Leases and Rents referred to in the Mortgages, duly executed by the appropriate Loan Party, (G) such consents and agreements of lessors and other third parties, and such estoppel letters and other confirmations, as the Administrative Agent may deem necessary or desirable, (H) evidence of the insurance required by the terms of the Mortgages, and (I) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to create valid first and subsisting Liens on the property described in the Mortgages has been taken; (iii) Within 90 days after the Initial Extension of Credit (or such later date as may be agreed by the Parent Borrower and the Administrative Agent), furnish to the Administrative Agent evidence that the Surviving Debt described on Part I of Schedule 4.01(gg) hereto shall have been paid in full, and that all Liens securing such Existing Debt shall have been released; (iv) Within 90 days after the Initial Extension of Credit (or such later date as may be agreed by the Parent Borrower and the Administrative Agent), furnish to the Administrative Agent a signed copy of evidence certified by its company secretary a favorable opinion, addressed to the Agents and the other Secured Parties, of Connecticut counsel for the Loan Parties acceptable to the Administrative Agent as to the Mortgages referred to in subsection (ii) above being legal, valid and binding obligations of each Loan Party party thereto enforceable in accordance with their terms, with respect to the tax dues / liabilities of the Issuer actions referred to in subsection (ii) above, as shown to such actions being sufficient to create valid and perfected first priority Liens on the online portal properties covered by such Mortgages, and as to such other matters as the Administrative Agent may reasonably request; (v) Within 45 days after the Initial Extension of Credit (or such later date as may be agreed by the income tax department.Parent Borrower and the Administrative Agent), furnish to the Administrative Agent: (A) completed requests for information, listing the financing statements referred to in Section 3.01(m)(viii)(B) and all other effective financing statements filed in all jurisdictions that the Administrative Agent may deem necessary or desirable that name any Loan Party as debtor, together with copies of such financing statements; (B) The Issuer shall maintain a complete record evidence of the completion of all private placement offers made by it in relation recordings and filings of or with respect to the Debentures Intellectual Property Collateral referred to in form PAS–5 as provided the Security Agreement that the Administrative Agent may deem necessary or desirable in Companies (Prospectus order to perfect and Allotment of Securities) Rules, 2014.protect the Liens created thereunder; (C) The Issuer shall file a return of allotment evidence of the Debentures completion of all other recordings and filings of or with respect to the Registrar of Companies within 4 (four) Business Days from Collateral Documents that the Issue Closing Date Administrative Agent may deem necessary or such shorter timeline as prescribed under Law, desirable in Form PAS-3 as provided in Companies (Prospectus order to perfect and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders protect the first priority liens and containing such details as required under Law.security interests created thereunder; and (D) The Issuer shall complete evidence that all other action that the process Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interest created under the Collateral Documents has been taken (including, without limitation, delivery of listing such pledge, charge or other similar agreements as the Debentures in accordance with Administrative Agent may request pursuant to which the provisions of Section 2.8 of this Deed and provide confirmation of listing of Parent Borrower or a Domestic Subsidiary pledges the Debentures stock of, or other ownership interest in, a Foreign Subsidiary to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorterAdministrative Agent); (Fvi) The Issuer shall have validly created As soon as practicable and perfected in any event within 10 days after the SecurityInitial Extension of Credit, required furnish to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided Administrative Agent evidence of creation and perfection of Security to the satisfaction filing of the Debenture Trustee, including in the permissions required under Section 281 of the Income Tax Act, 1961, Companies House and such other filings of Form CHG-9 and Form CHG-1 in connection with the relevant Registrar of CompaniesForeign Security Documents as the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Foreign Security Documents, covering the Collateral described in the Foreign Security Documents, and acknowledgment copies of proper financing statements, duly filed under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Agreement, covering the Collateral described in the Security Agreement; (vii) As soon as practicable and in any other documents required to create and/or perfect event within 60 days after the SecurityInitial Extension of Credit (or such later date as may be agreed by the Parent Borrower and the Administrative Agent), establish and thereafter maintain a cash management system for the Loan Parties satisfactory to the Debenture Trustee within Administrative Agent and in connection therewith, enter into such Pledged Account Letters (as defined in the time period Security Agreement) with one or more commercial banks satisfactory to the Administrative Agent as stipulated the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the first priority liens and security interests created under Section 4the Security Agreement, covering the applicable Collateral described in the Security Agreement; and (viii) Within 60 days after the Initial Extension of Credit (or such later date as may be agreed by the Parent Borrower and the Administrative Agent), liquidate or cause the liquidation of IXnet France and IXnet Germany.

Conditions Subsequent. (A) The Issuer Each of the following is a condition subsequent to Lender making Loans to Borrower and the failure to satisfy such conditions shall have submitted to the Debenture Trustee, in a form and manner satisfactory to the Debenture Trustee, the followingbe deemed an Event of Default hereunder: (ia) resolution Within ten (10) days of the board date hereof, IPD shall deliver or a committee thereof for allotment and issue cause to be delivered proof satisfactory to Lender of the letter merger of allotment on the Deemed Date of Allotmenteach IPD Affiliate, except for UCS, into IPD; (iib) Certified true copy Within thirty (30) days of evidence certified the date hereof, IPD shall deliver or cause to be delivered to Lender certificates of merger for IPD in each state in which IPD's business activities require it to be qualified to do business along with "good standing" certificates in the name of IPD from the secretary of each such state after giving effect to the mergers described in Section 4.1(y); (c) Within sixty (60) days of the date hereof, Borrower shall deliver or cause to be delivered to Lender a Landlord Agreement, substantially in the form of Exhibit C hereto, but in any case, in form and substance satisfactory to Lender, for each leased location of Borrower and all Obligors; (d) Within sixty (60) days of the date hereof, Borrower shall deliver or cause to be delivered to Lender a Bailee Agreement, substantially in the form of Exhibit D hereto, but in any case, in form and substance satisfactory to Lender, executed by its company secretary each warehouseman, processor, freight forwarder or other such third party who is or may from time to time be in possession of the Collateral; and (e) Within sixty (60) days of the date hereof, Borrower shall deliver or cause to be delivered to Lender a Licensor Agreement, substantially in the form of Exhibit E hereto, but in any case, in form and substance satisfactory to Lender, with respect to the tax dues / liabilities of the Issuer as shown on the online portal of the income tax departmenteach software licensing agreement for which Lender shall request such a Licensor Agreement. (B) The Issuer shall maintain a complete record of all private placement offers made by it in relation to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4.

Conditions Subsequent. (Aa) The Issuer shall have submitted Company shall, as soon as it becomes available, and in any event within thirty (30) days of the date of this Agreement, deliver to the Debenture Trustee, Collateral Management Agent a Borrowing Base Audit Report. (b) The Company shall procure that if any assets which are included in the Borrowing Base at any time are located in a form and manner satisfactory jurisdiction in which a perfected first priority security interest cannot be granted in respect of future assets, the Borrowers will enter into periodic pledges with the Security Trustee (the frequency of which shall be agreed with the Lenders provided that such frequency shall be no less than on a weekly basis) in respect of assets located in such jurisdictions. The Company shall provide to the Debenture TrusteeSecurity Agent such corporate authorities and legal opinions as the Security Agent may require in respect of such security. (c) Notwithstanding any other provision of the Finance Documents, the assets of the Spanish Pledgor shall be deemed to be unsecured for the purposes of determining their eligibility for inclusion in the Borrowing Base until the date on which the Facility Agent confirms in writing to the Company and the Collateral Management Agent that it has received the following: (i) resolution duly executed originals of the board or a committee thereof for allotment and issue of the letter of allotment on the Deemed Date of Allotmentrelevant Spanish Pledge(s); (ii) Certified true copy a duly executed original of the Spanish Irrevocable Power of Attorney; (iii) evidence certified by its company secretary with respect of the registration of any relevant Spanish Pledge amendments at the relevant Registries of Moveable Property; (iv) the conditions precedent specified in Part IV of Schedule 2 (Conditions Precedent); and (v) a legal opinion of Garrigues in relation to Spanish law, in each case in form and substance satisfactory to the tax dues / liabilities Facility Agent (d) Notwithstanding any other provision of the Issuer as shown Finance Documents, the inventory APUS shall be deemed to be unsecured for the purposes of determining their eligibility for inclusion in the Borrowing Base until the date on which the Facility Agent confirms in writing to the Company and the Collateral Management Agent that it has received the duly executed originals of the Ecuador Security Agreement(s) and such evidence satisfactory to it that all registrations and all other action needed to perfect the Security created by those Ecuador Security Agreement(s) has been completed and the Facility Agent has received all legal opinions, corporate approvals and other conditions precedent required by it (acting on the online portal instructions of the income tax departmentall Lenders) in connection with such security. (Be) Notwithstanding any other provision of the Finance Documents, the inventory of OBTG shall be deemed to be unsecured for the purposes of determining their eligibility for inclusion in the Borrowing Base until the date on which the Facility Agent confirms in writing to the Company and the Collateral Management Agent that it has received the following: (i) duly executed originals of the German Security Transfer Agreement to be granted by XXXX; and (ii) a legal opinion of Xxxxxx Xxxx Xxxxxxxxx LLP in relation to German law, in each case in form and substance satisfactory to the Facility Agent. (f) Notwithstanding any other provision of the Finance Documents, any inventory located in South African other than the inventory owned by the Company onboard m.t "UMNENGA" (having official number 17463 and IMO Number 9031961) which is the subject of the South African Pledge shall be deemed to be unsecured for the purposes of determining its eligibility for inclusion in the Borrowing Base until the date on which the Facility Agent confirms in writing to the Company and the Collateral Management Agent that it has received duly executed originals of a South African Pledge in relation to any such inventory or its location, together with such evidence satisfactory to it that all action needed to perfect the Security created by such South African Pledge has been completed and the Facility Agent has received all legal opinions, corporate approvals and other conditions precedent required by it (acting on the instructions of all Lenders) in connection with such security. In is understood that the South African Pledge relating to the aforementioned m.t. "UMNENGA" will be replaced with a South African Pledge relating to a replacement vessel and such m.t. "UMNENGA" will be scrapped. For the purposes of this Agreement no Event of Default will occur under clause 26.9 (Unlawfulness and invalidity) solely as a result of the scrapping of the vessel on the condition that it will cease to be a permitted inventory storage location for the purposes of the Borrowing Base. (g) The Issuer Company shall maintain a complete record (or shall procure that the Spanish Pledgor will), following any change whatsoever in the identity or participations of all private placement offers made by it the Lenders hereunder or any other registered details in relation to the Debentures in form PAS–5 Spanish Pledges, including without limitation as provided in Companies (Prospectus and Allotment a consequence of Securities) Rules, 2014. (C) The Issuer shall file a return of allotment any increases of the Debentures with Facilities, take such steps as the Registrar of Companies within 4 Facility Agent may require (fourbased on advice received from its external legal advisers) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law(including executing any extension, in Form PAS-3 as provided in Companies (Prospectus amendment and/or ratification agreement and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all carried out the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with actions before the relevant Registrar registry to obtain registration of Companies, and any other documents required said documents) to create and/or perfect update the Security, to the Debenture Trustee within the time period as stipulated under Section 4relevant Spanish Registries of Moveable Property.

Conditions Subsequent. (A) The Issuer purchase and sale of the Assets shall have submitted be subject to the Debenture Trusteefollowing conditions subsequent, which the Parties hereby undertake to complete as soon as reasonably possible following the Closing Date and upon the Promissory Notes being paid in a form and manner satisfactory to the Debenture Trustee, the followingfull: (ia) resolution subject to the Purchaser providing the necessary corporate bonds or other indemnities as required by any applicable Governmental Entity, the Vendor shall, at its sole cost, execute and file all necessary documentation to properly effect the transfer of the board or a committee thereof for allotment and issue of working interests being conveyed by this Agreement to the letter of allotment on the Deemed Date of AllotmentPurchaser, including without limitation, all necessary filings with applicable governmental bodies; (iib) Certified true copy of evidence certified by its company secretary with respect subject to the tax dues / liabilities Purchaser providing the necessary corporate bonds or other indemnities as required by any applicable Governmental Entity, the Vendor shall, at its sole cost, execute and file all necessary documentation to properly effect the transfer of the Issuer as shown on interests being conveyed by the online portal of September Agreement to the income tax department.Purchaser, including without limitation, all necessary filings with applicable governmental bodies; (Bc) The Issuer the Purchaser shall maintain a complete record of all private placement offers made by it in relation fully perform and comply with its obligations pursuant to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014.Registration Rights Agreement; and (Cd) The Issuer shall file a return of allotment of within ninety (90) days following the Debentures with Closing Date, the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under LawPurchaser shall, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rulesat its sole cost, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures file, in accordance with the provisions of Section 2.8 of this Deed applicable securities laws, and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum diligently pursue an application with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with securities regulatory authorities for the Stock Exchange as required byPurchaser to become a "reporting issuer" in at least one jurisdiction in Canada, and within in the timelines event that such application is unsuccessful, the Purchaser will use commercially reasonable efforts to make such exemption applications as stipulated by, Stock Exchange or may be necessary in order to allow the Vendor to sell the Securities free of any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulationsresale restrictions under applicable Canadian securities legislation. The Issuer Purchaser shall have permit the Vendor and the Vendor's Solicitor to review and comment on all applications made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required pursuant to be created and perfected within the time period as stipulated in this Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 44.11(d).

Conditions Subsequent. (Aa) The Issuer Company shall have submitted to ensure that promptly following the Debenture Trustee, Utilisation Date of Tranche A (but in a any event no later than three Business Days following that Utilisation Date) the Lender receives the following in form and manner substance satisfactory to the Debenture Trustee, the followingit: (i) resolution evidence that the certificates for the Initial Option Pledged Shares for which the Company holds security certificates, together with endorsements to the collateral agent under the Option Share Pledge or in blank or share transfer powers or other instruments of transfer duly endorsed to the board collateral agent under the Option Share Pledge or a committee thereof for allotment and issue of in blank, have been delivered to the letter of allotment on the Deemed Date of Allotment;Custodian; and (ii) Certified true copy evidence that the Initial Option Pledged Shares have been credited to or deposited in the securities account of evidence certified by its company secretary the Company at the Custodian that is subject to the Option Pledged Shares Custody Agreement. (b) The Company shall ensure that promptly following the Utilisation Date of Tranche A (but in any event no later than three Business Days following that Utilisation Date) the Lender receives originals of all promissory notes evidencing the BZinFin Loans. (c) The Company shall ensure that promptly following the Utilisation Date of Tranche A (but in any event within five Business Days following that Utilisation Date) the Lender receives (in form and substance satisfactory to it) a legal opinion of Xxxxxxx Xxxx & Xxxxxxx with respect to the tax dues / liabilities matters of the Issuer as shown on the online portal laws of the income tax departmentBritish Virgin Islands in respect of Arcadia's entry into the Arcadia Subordination Agreement. (Bd) The Issuer Company shall maintain a complete record of all private placement offers made by it ensure that no later than 30 June 2010, the Lender receives (in relation form and substance satisfactory to it) evidence that the Shares due from the Company to BIBA Limited pursuant to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures BIBA SPA have been transferred to BIBA Limited in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing terms of the Debentures to BIBA SPA and that the Debenture Trustee and file the Information Memorandum Company has no further obligations or liabilities under or in connection with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable LawBIBA SPA. (Ee) The Issuer Company shall be ensure that promptly following the Utilisation Date of Tranche B (but in compliance any event no later than three Business Days following that Utilisation Date) the Lender receives the following in form and substance satisfactory to it: (i) evidence that the certificates for the Additional Option Pledged Shares for which the Company holds security certificates, together with all Applicable Laws with respect endorsements to issuance the collateral agent under the Option Share Pledge or in blank or share transfer powers or other instruments of transfer duly endorsed to the collateral agent under the Option Share Pledge or in blank, have been delivered to the Custodian; and (ii) evidence that the Additional Option Pledged Shares have been credited to or deposited in the securities account of the Debentures including but not limited Company at the Custodian that is subject to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4Option Pledged Shares Custody Agreement.

Conditions Subsequent. The obligation of the Lender Group (Aor any member thereof) The Issuer shall have submitted to continue to make Revolving Loans (or otherwise extend credit hereunder) is subject to the Debenture Trusteefulfillment, on or before the date applicable thereto, of the conditions subsequent set forth below (the failure by Borrowers to so perform or cause to be performed such conditions subsequent as and when required by the terms thereof (unless such date is extended, in writing, by Agent, which Agent may do without obtaining the consent of the other members of the Lender Group), shall constitute an Event of Default): (a) Use best efforts to, on or prior to the sixtieth (60th) day following the date hereof (subject to extension by the Agent in its sole discretion), Borrowers to obtain from each lessor of a Leased Real Property identified on Schedule 3.6(a), to the extent not obtained on or prior to the Closing Date, a Collateral Access Agreement, which agreement shall be in form and manner substance reasonably satisfactory to the Debenture TrusteeAgent, and deliver the following:same to the Agent; (b) Borrowers shall use best efforts to, on or prior to the ninetieth (90th) day following the date hereof (subject to extension by the Agent in its sole discretion), in respect of all Leased Real Property of the Loan Parties listed on Schedule 3.6(b), obtain Mortgages in form and substance reasonably acceptable to Agent (together with such amendments to the underlying leases as contemplated in such form) and in all events satisfactory to the Agent, granting to the Agent a second priority Lien (subject only to Permitted Liens) on each such leasehold interest as security for the Obligations, and cause to be delivered such agreements, instruments, policies, reports, surveys, opinions, evidence and other items in respect of such other Leased Real Property as may be requested by the Agent and are consistent with those delivered to Split Lien Agent with respect to such Leased Real Property; and (c) Upon written request of the Agent, Borrowers shall use best efforts to, on or prior to the sixtieth (60th) day following the date such request is made (subject to extension by the Agent in its sole discretion), in respect of each other Leased Real Property that Agent may identify to the Administrative Borrower from time to time, grant a security interest in and Mortgage on such other Leased Real Property existing as of the date hereof (and not listed on Schedule 3.6(b) and deliver such agreements, instruments, policies, reports, surveys, opinions, evidence and other items in respect of such other Leased Real Property as may be requested by the Agent and are consistent with those delivered to Split Lien Agent with respect to such Leased Real Property. (d) On or prior to the forty-fifth (45th) day following the Closing Date (subject to extension by the Collateral Agents in their sole discretion), Borrowers shall cause each deposit account and securities account of the Loan Parties maintained with Bank of America, N.A. to either (i) resolution of the board be subject to a Control Agreement or a committee thereof for allotment and issue of the letter of allotment on the Deemed Date of Allotment; (ii) Certified true copy be closed and have all amounts on deposit in such accounts transferred to deposit accounts subject to a Control Agreement; provided, that, beginning five Business Days after the date hereof until Borrowers deliver such Control Agreements, Borrowers shall transfer on a daily basis all available amounts on deposit in such accounts to deposit accounts that are subject to a Control Agreement. (e) On or prior to the thirtieth (30th) day following the Closing Date (subject to extension by the Agent in its sole discretion), Borrowers shall deliver to Agent good standing certificates issued by North Carolina Secretary of evidence certified by its company secretary State's office with respect to the tax dues / liabilities of the Issuer as shown on the online portal of the income tax departmentParent. (Bf) The Issuer On or prior to May 29, 2012 (subject to extension by the Agents in their sole discretion), Borrowers shall maintain a complete record of all private placement offers made by it in relation deliver to the Debentures in form PAS–5 as provided in Companies Agents evidence of payment by the Borrowers to Xxxxxx X. Xxxxx & Co. Incorporated (Prospectus and Allotment of Securities“Baird”) Rules, 2014. (C) The Issuer shall file a return of allotment of the Debentures fee payable to Baird under the terms of Xxxxx’x engagement letter with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under LawParent dated January 20, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law2012. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4.

Conditions Subsequent. (Aa) The Issuer shall have submitted On or prior to the Debenture TrusteeApril 15, in a form and manner satisfactory to the Debenture Trustee1999, the followingBorrowers shall cause each of the following conditions to be met: (i) resolution Receipt by the Agent of opinions of counsel to the board or a committee thereof for allotment Borrowers in form and issue of substance satisfactory to the letter of allotment on Agent and the Deemed Date of AllotmentBanks; (ii) Certified true copy Receipt by the Agent and the Banks of the audited financial statements of the Borrowers and the Guarantor required pursuant to Section 5.01 of the Credit Agreement for the fiscal year ended December 31, 1998. E10 6 (iii) Receipt by the Agent of the Pledge Agreement, duly executed by the Guarantor, and such other documents, including evidence of due authorization, execution and delivery and appropriate opinions of counsel, as the Agent shall require in connection therewith, all in form and substance satisfactory to the Agent: (iv) Receipt by the Agent of evidence certified of insurance on the Financed Containers included in the Borrowing Base and of the Borrowers' liability insurance policies, naming the Agent, as loss payee, and the Banks and the Agents as additional insured in form and substance satisfactory to Agent; and (v) Receipt by the Agent, with sufficient original counterparts for each Bank, from the Borrowers and the Guarantor, of (x) Certificates, each of which shall be in form and substance satisfactory to the Agent, certifying that there have been no changes to its company secretary articles of incorporation as amended and its by-laws, as amended, subsequent to the date of the most recent certificates with respect thereto delivered to the tax dues / liabilities Agent, (y) an incumbency certificate containing specimen signature(s) of the Issuer as shown on person(s) authorized to execute this Agreement and any and all agreements, documents and instruments to be executed and delivered pursuant hereto, (z) resolutions of its Board of Directors authorizing (1) the online portal execution, delivery and performance of the income tax departmentAgreement Documents to which it is a party (2) the consummation of the transactions contemplated thereby and (3) all other actions to be taken by it in connection herewith or therewith. (Bvi) The Issuer shall maintain a complete record Receipt by the Agent of all private placement offers made by it in relation to good standing certificates for each of the Debentures in form PAS–5 as provided in Companies (Prospectus Borrowers and Allotment Guarantor from their respective jurisdictions of Securities) Rules, 2014incorporation. (Cvii) The Issuer shall file a return Receipt by the Agent of allotment copies of all consents, approvals and waivers required in connection with the execution, delivery and performance of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under LawAgreement Documents. (Dviii) The Issuer shall complete the process of listing the Debentures All proceedings in accordance connection with the provisions of Section 2.8 of transactions contemplated by this Deed Agreement and provide confirmation of listing of the Debentures all documents incident thereto shall be reasonably satisfactory in form and substance to the Debenture Trustee Agent and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law Agent, and each Bank, upon request by such Bank, shall have submitted received all information and such counterpart originals or certified or other copies of such documents and made all filings with as the Stock Exchange as required by, and within Agent may reasonably request prior to the timelines as stipulated by, Stock Exchange or any other Applicable Lawdate hereof. (Eix) All legal matters incident to the effectiveness of this Agreement shall be satisfactory to counsel the Agent. The Agent will advise the Borrowers of any such matters prior to the date hereof. (x) The Issuer Agent shall be have received such other instruments agreements and documents as it shall reasonably require in compliance connection with all Applicable Laws with respect this Agreement and the matters referred to issuance above. (b) The failure by the Borrowers to fulfill any of the Debentures including but not limited to the SEBI Regulations. The Issuer conditions subsequent set forth in paragraph (a) above shall have made all filings constitute an Event of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4Default.

Conditions Subsequent. (A) The Issuer Without limitation of the discretionary nature of each Loan hereunder, each of the Loans to be made by Lender shall have submitted be subject to the Debenture Trustee, in a form and manner satisfactory fulfillment (to the Debenture Trusteesatisfaction of Administrative Agent) of each of the following conditions: (a) By no later than December 15, the following2021: (i) resolution as required by Silicon Valley Bank, Loan Parties shall cause the Specified Bank Accounts to be replaced by new deposit accounts, provided that all referenced accounts shall be subject at all times to existing or replacement Control Agreements in favor of Administrative Agent required by this Agreement, including, without limitation pursuant to Sections 2.7 and 7.1(t); and (ii) Loan Parties shall deliver and/or cause to be delivered amendments to existing Control Agreements and/or new Control Agreements, as applicable, pursuant to Sections 2.7 and 7.1(t) hereof (including regarding Complex’s collection account), in favor of Administrative Agent and in form and substance satisfactory to Administrative Agent in its sole and absolute discretion; Loan Parties further acknowledge and agree that no Receivables, irrespective of whether such Receivable may otherwise satisfy the board or conditions set forth in the definition of “Eligible Receivable”, shall be considered an “Eligible Receivable” under this Agreement unless and until a committee thereof Control Agreement is established with regard to such Borrower’s collections pursuant to Section 2.7; and (b) By no later than February 1, 2022: (i) Loan Parties shall provide certified copies of all policies of insurance required by this Agreement and the other Loan Documents, together with endorsements for allotment all such policies naming the Administrative Agent, for the benefit of itself and issue of the letter of allotment on the Deemed Date of AllotmentLenders, as lender loss payee and an additional insured; (ii) Certified true copy Loan Parties shall cause to be maintained all existing insurance policies of evidence certified by New Borrowers until the same are consolidated with the Administrative Borrower’s and its company secretary Subsidiaries’ policies as set forth in the foregoing clause (b)(i); and (iii) Administrative Borrower shall obtain and file a Certificate of Discharge of Federal Tax Lien or any other discharges or releases with respect to the tax dues / liabilities IRS Notice of the Issuer as shown on the online portal of the income tax department. (B) The Issuer shall maintain a complete record of all private placement offers made by it in relation Intent to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) RulesLevy dated March 23, 2014. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law2020, in Form PAS-3 as provided in Companies (Prospectus and Allotment the original amount of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law$43,507.52. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4.

Conditions Subsequent. (Aa) The Issuer Company shall have submitted to ensure that promptly following the Debenture Trustee, Utilisation Date (but in a any event no later than three Business Days following the Utilisation Date) the Lender receives the following in form and manner substance satisfactory to the Debenture Trustee, the followingit: (i) resolution evidence that the certificates for the Option Pledged Shares for which the Company holds security certificates, together with endorsements to the collateral agent under the Option Share Pledge or in blank or share transfer powers or other instruments of transfer duly endorsed to the board collateral agent under the Option Share Pledge or a committee thereof for allotment and issue of in blank, have been delivered to the letter of allotment on the Deemed Date of Allotment;Custodian; and (ii) Certified true copy evidence that the Option Pledged Shares have been credited to or deposited in the securities account of evidence certified by its company secretary the Company at the Custodian that is subject to the Option Pledged Shares Custody Agreement. (b) The Company shall ensure that promptly following the Utilisation Date (but in any event no later than three Business Days following the Utilisation Date) the Lender receives originals of all promissory notes evidencing the BZinFin Loans. (c) The Company shall ensure that promptly following the Utilisation Date (but in any event within five Business Days following Utilisation Date) the Lender receives (in form and substance satisfactory to it) a legal opinion of Cxxxxxx Dxxx & Pxxxxxx with respect to the tax dues / liabilities matters of the Issuer as shown on the online portal laws of the income tax departmentBritish Virgin Islands in respect of Arcadia's entry into the Arcadia Subordination Agreement. (Bd) The Issuer Company shall maintain a complete record of all private placement offers made by it ensure that no later than 30 June 2010, the Lender receives (in relation form and substance satisfactory to it) evidence that the Shares due from the Company to BIBA Limited pursuant to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures BIBA SPA have been transferred to BIBA Limited in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing terms of the Debentures to BIBA SPA and that the Debenture Trustee and file the Information Memorandum Company has no further obligations or liabilities under or in connection with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable LawBIBA SPA. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4.

Conditions Subsequent. Section 5.1. No later than October 15, 2002 (Athe "Collateral Deadline") The Issuer shall have submitted and subject to the Debenture Trusteeother terms of this Section 5.1, the payment by the Obligors of all amounts due in respect of the Notes and the performance by the Obligors of their obligation under this Agreement and the Other Agreements shall be secured by valid, perfected, and enforceable Liens on all right, title, and interest of the Obligors and each Constituent Company Guarantor in all personal property (including, without limitation, accounts, instruments, documents, chattel paper, general intangibles, patents, trademarks, tradenames, copyrights, investment property, inventory, equipment, fixtures, deposit accounts, and commercial tort claims), whether now owned or hereafter acquired or arising, and all proceeds thereof. The Obligors and the Constituent Company Guarantors acknowledge and agree that such Liens on the Collateral shall be valid and perfected first priority Liens, subject only to the Liens permitted by Section 10.5 of the Note Purchase Agreements, securing on an equal and ratable basis (pursuant to the Amended and Restated Intercreditor Agreement) the Notes and amounts owing to the Banks pursuant to the Bank Credit Agreement, in a each case pursuant to one or more Collateral Documents in form and manner substance satisfactory to the Debenture Trustee, Required Holders. Notwithstanding anything in this Agreement to the following: contrary: (i) resolution Liens shall not be granted on property of any Subsidiary formed under the laws of any jurisdiction other than the United States or any State thereof (a "Foreign Subsidiary") (or on any equity interest in any Foreign Subsidiary in excess of 65% of the board or a committee thereof for allotment and issue of the letter of allotment on the Deemed Date of Allotment; equity thereof); (ii) Certified true copy Liens shall not be granted on real property; (iii) Liens shall not be perfected on vehicles subject to certificate of evidence certified title laws; (iv) notwithstanding anything contained in the Note Purchase Agreements or the Notes and except to the extent otherwise permitted by its company secretary Sections 9-406, 9-407 or 9-408 of the UCC, in no event shall the Collateral include, and the Obligors and the Guarantors shall not be deemed to have granted a security interest in, any asset to the extent that such grant would, under the provisions of any existing contract or agreement enforceable under applicable law and pertaining to such asset or otherwise, result in a mandatory prepayment under, breach or termination of the provisions of, or constitute a default under or termination of, any such contract or agreement, provided that if and when such provisions are removed, terminated or otherwise become unenforceable as a matter of law, the Collateral shall be deemed to include such assets and the Obligors and the Guarantors shall be deemed to have granted a security interest therein; and (v) if, by no later than 5:00 p.m. on the Collateral Deadline, the Obligors shall have provided to the Noteholders a signed commitment of a lender to provide financing in an amount sufficient to enable the Obligors to prepay the Notes in full, together with interest accrued thereon to the date of prepayment and the Make-Whole Amount (and containing such other terms and conditions as shall be reasonably acceptable to the Required Holders) pursuant to Section 8.2 of the Note Purchase Agreements, and a written offer to so prepay the Notes on or before October 31, 2002, then and in such event the Liens of the Collateral Documents need not be perfected until November 1, 2002. Section 5.2. The Obligors shall cooperate with the Noteholders to the extent reasonably necessary to enable such parties to revise Sections 10.2 and 10.3 (the "Subject Financial Covenants") of the Note Purchase Agreements with respect to the tax dues / liabilities of the Issuer as shown on the online portal of the income tax department. (B) The Issuer fiscal periods commencing after January 1, 2003, and shall maintain a complete record of all private placement offers made by it in relation deliver to the Debentures Noteholders, as soon as possible, but in form PAS–5 as provided in Companies any event no later than the Collateral Deadline: (Prospectus a) quarterly financial projections for the Public Hub Company and Allotment of Securitiesits Restricted Subsidiaries' 2003 fiscal year, (b) Rules, 2014. (C) The Issuer shall file a return of allotment of details with respect to cost reduction initiatives being undertaken by the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus Public Hub Company and Allotment of Securities) Rules, 2014 its Restricted Subsidiaries along with a complete list timeline for the implementation of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required byinitiatives, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (Ec) The Issuer shall be in compliance with all Applicable Laws details with respect to issuance of revenue generation initiatives which support the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, Public Hub Company and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4.its Restricted Subsidiaries 2003 financial

Conditions Subsequent. (A) The Issuer shall have submitted to To consist of the Debenture Trustee, in a form and manner satisfactory to the Debenture Trustee, the followingfollowing only: (i) resolution occurrence of the board Closing Date (as defined in this Term Sheet) and the “Closing Date” as defined in the Merger Agreement on or a committee thereof for allotment and issue of prior to the letter of allotment on the Deemed Drawdown Date of Allotment(Cayman Islands time); (ii) Certified true within 2 Business Days after the Drawdown Date (Cayman Islands time), (A) a copy of evidence certified the application letter to register Merger Plan, stamped by its company secretary with respect to the tax dues / liabilities of the Issuer as shown on the online portal of the income tax department. (B) The Issuer shall maintain a complete record of all private placement offers made by it in relation to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 in the Cayman Islands (fourthe “ROC”) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies and (Prospectus and Allotment of SecuritiesB) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing certified true copy of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance Plan of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorterMerger; (Fiii) The Issuer shall have validly created within 5 Business Days after the Drawdown Date, a copy of the certificate of merger issued by the ROC in connection with the Acquisition; (iv) a copy of the constitutional documents of the Target as the surviving company, and perfected a legal opinion of Cayman Islands counsel to the Lenders on the obligations of the Target under the Finance Documents; (v) post-closing guarantees and security from Group Members as required in the “Security” and “Guarantors” sections, all deliverables required to be created delivered thereunder, accession of applicable Group Members to Finance Documents including the Intercreditor Agreement, conditions precedent relating to such Group Members/guarantees/security (including corporate authorisations, and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence legal opinions of creation and perfection of Security counsel to the satisfaction Lenders); (vi) execution and delivery of the Debenture Trustee, including Shareholder Documents (except if delivered as conditions precedent); (vii) the permissions required under Section 281 cash accounts of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 Target Group established with the Facility Agent prior to the Closing Date shall be subject to the escrow arrangement between the Facility Agent and the relevant Registrar account holders; (viii) all the cash accounts of Companiesthe Target Group shall be established with (or moved to) the Facility Agent; and subject to the escrow arrangement between the Facility Agent and the relevant account holders; (ix) Shenzhen iDreamSky Technology Co., Ltd shall establish a dividend account with the Facility Agent with which any and all dividends and other distributions made or paid by any Onshore Group Member (that is a Subsidiary of Shenzhen iDreamSky Technology Co., Ltd Entity) to Shenzhen iDreamSky Technology Co., Ltd shall be deposited); (x) each WFOE Entity shall establish a dividend account with the Facility Agent, with which any and all dividends and other distributions (under VIE arrangement or otherwise) made or paid by Shenzhen iDreamSky Technology Co., Ltd and/or any other documents required Onshore Group Member (that is a Subsidiary of such WFOE Entity) to create and/or perfect such WFOE Entity shall be deposited) (together with the Securitydividend account opened under item (viii) collectively referred to as the “Onshore Dividend Accounts”); and (xi) each Offshore Group Member shall establish a dividend account with the Facility Agent, with which any and all dividends and other distributions made or paid by any other Group Member (that is a Subsidiary of such Offshore Group Member) to such Offshore Group Member shall be deposited) (the Debenture Trustee “Offshore Dividend Accounts”); (xii) within 5 Business Days after the time period Drawdown Date, if applicable, evidence that any process agent appointed under a Finance Document has accepted its appointment as stipulated under Section 4agent for service of process; and (xiii) within 5 Business Days after the Drawdown Date, the Group Structure Chart (which shows the post-Merger ownership structure of the Group and assumes that the Closing Date has occurred).

Conditions Subsequent. (Ai) The Issuer Within 60 days after the Effective Date, the Co-Issuers shall have submitted use commercially reasonable efforts to the Debenture Trusteeobtain a Collateral Access Agreement, in a substantially the form and manner of Exhibit H attached hereto or in form otherwise reasonably satisfactory to the Debenture TrusteeAdministrative Agent, in each case, executed by the lessor under the applicable Collateral Access Leases. Notwithstanding anything to the contrary in this Agreement, if the Co-Issuers shall fail to obtain the collateral access agreement with respect to any Collateral Access Lease within such 60-day period, after using commercially reasonable efforts to do so, the following: Co-Issuers shall have no further obligation to execute and deliver to the Administrative Agent the same and the condition set forth in this Section 4.01(p)(i) with respect thereto shall be deemed to be satisfied by the Co-Issuers. As used in this Section 4.01(p)(i), “commercially reasonable efforts” shall require the Co-Issuers to commence and prosecute the matter referred to with diligence and in a manner consistent with customary business practices, but shall not require that the Co-Issuers expend any sums of money except such sums which are designed to compensate a lessor for reasonable expenses in reviewing the applicable documentation (i) resolution of including reasonable legal fees). The Co-Issuers shall promptly, upon request, provide the board or Administrative Agent with a committee thereof for allotment and issue of report in reasonable detail summarizing the letter of allotment on commercially reasonable efforts undertaken to obtain the Deemed Date of Allotment;collateral access agreements referenced in this Section 4.01(p)(i). (ii) Certified true copy Within 45 days after the Effective Date (provided that so long as the Co-Issuers shall have used commercially reasonable efforts to satisfy the conditions set forth below within such 45-day period, the Administrative Agent shall, upon the request of the Co-Issuers, extend the 45-day period for such additional period as shall be requested by the Co-Issuers, not to exceed 45 additional days; provided further that any additional extensions thereafter shall be subject to the approval of the Required Holders), furnish to the Administrative Agent deeds of trust, trust deeds and mortgages in substantially the form of Exhibit D hereto (with such changes as may be reasonably satisfactory to the Administrative Agent and its counsel to account for local law matters) and otherwise in form and substance reasonably satisfactory to the Administrative Agent and covering the properties listed on Schedule 4.01(p)1 hereto (together with the Assignments of Leases and Rents referred to therein and each other mortgage delivered pursuant to Section 4.01(i), in each case as amended, the “Mortgages”), duly executed by the appropriate Note Party, together with: (A) evidence certified by its company secretary that counterparts of the Mortgages have been either (x) duly recorded or (y) duly executed, acknowledged and delivered in form suitable for filing or recording, with all filing or recording offices necessary in order to create a valid second (subject only to the Lien of the First Lien Collateral Agent in favor of the holders of the First Lien Obligations) and subsisting Lien on the property described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or adequate provisions for their payment shall have been made, (B) with respect to the tax dues / liabilities Owned Real Properties, fully paid American Land Title Association Holder’s Extended Coverage title insurance policies (the “Mortgage Policies”) in form and substance, with endorsements and in amount reasonably acceptable to the Administrative Agent (acting at the written direction of the Issuer as shown Required Holders), issued, coinsured and reinsured by title insurers acceptable to the Required Holders, insuring the Mortgages to be valid second (subject only to the Lien of the First Lien Collateral Agent in favor of the holders of the First Lien Obligations) and subsisting Liens on the online portal of the income tax department. (B) The Issuer shall maintain a complete record property described therein, free and clear of all private placement offers made by it in relation to defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Encumbrances, and providing for such other affirmative insurance (including endorsements for mechanics’ and materialmen’s Liens) and such coinsurance and direct access reinsurance as the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014.Required Holders may deem necessary or desirable, (C) The Issuer shall file a return of allotment with respect to the Owned Real Properties, American Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees have been paid, dated no more than 30 days before the date the related Mortgage is 1 Schedule to list the properties currently subject to mortgages in favor of the Debentures with Second Lien lenders. recorded, certified to the Registrar Administrative Agent and the issuer of Companies within 4 (four) Business Days from the Issue Closing Date Mortgage Policies in a manner reasonably satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in the states in which the property described in such surveys is located and acceptable to the Required Holders, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such shorter timeline as prescribed under Lawproperty, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rulesother defects, 2014 along with a complete list of Debenture Holders other than encroachments and containing such details as required under Law. other defects reasonably acceptable to the Required Holders, (D) The Issuer shall complete the process such consents and agreements of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed lessors and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required bythird parties, and within such estoppel letters and other confirmations, as the timelines as stipulated by, Stock Exchange Required Holders may reasonably deem necessary or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4.desirable,

Conditions Subsequent. (Aa) The Issuer shall have submitted to For each Guarantor listed in paragraph 5 of Schedule 13 (Security Principles), the Debenture Vendor Loan Note Holder and the VLN Security Trustee, the Company shall provide as soon as practicable after Closing and in a any event within 90 days of Closing the documents set out in Part II of Schedule 2 (Conditions precedent and conditions subsequent) each in form and manner substance satisfactory to the Debenture TrusteeFacility Agent (acting reasonably), to the following: (i) resolution extent not already so delivered and provided that such documents may be delivered within 180 days of the board or a committee thereof for allotment and issue of the letter of allotment on the Deemed Date of Allotment; (ii) Certified true copy of evidence certified by its company secretary Closing with respect to NDS Holdings B.V. (to the tax dues / liabilities of the Issuer as shown on the online portal of the income tax departmentextent it has not been wound up). (Bb) The Issuer shall maintain a complete record of all private placement offers made by it in relation Subject to the Debentures proviso in form PAS–5 as provided paragraph (a) above in Companies (Prospectus and Allotment respect of Securities) RulesTransaction Security to be granted by NDS Holdings B.V. or over its shares, 2014. (C) The Issuer the Company shall file a return of allotment procure that, subject to the Security Principles, the Transaction Security Documents by which the Transaction Security is granted over the asset classes of the Debentures relevant Guarantors, the Vendor Loan Note Holder and the VLN Security Trustee, set out in Part II of Schedule 2 (Conditions precedent and conditions subsequent) together with any other Transaction Security Documents or other documents requested by the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures Facility Agent in accordance with the provisions Security Principles, are delivered to the Facility Agent (in form and substance satisfactory to the Facility Agent, acting reasonably) as soon as reasonably practicable and in any event within 90 days of Section 2.8 Closing (unless such delivery is either waived or the time of this Deed and provide confirmation of listing delivery extended by the Facility Agent (acting on the instructions of the Debentures to Majority Lenders, acting reasonably except in the Debenture Trustee and file case of delivery of any of the Information Memorandum with Transaction Security Documents, where the Stock Exchange within timelines as prescribed under Law and Facility Agent shall have submitted all other documents and made all filings with act on the Stock Exchange as required by, and within instructions of the timelines as stipulated by, Stock Exchange or any other Applicable LawSuper Majority Lenders)). (Ec) If NDS Holdings B.V. is wound up within such period, the Company shall provide within 180 days of Closing a share pledge over all of the shares in NDS Sweden AB (and any documents agreed to be provided thereunder) together with legal opinions as to capacity and enforceability and related corporate authorisations (including a director's certificate), each in form and substance satisfactory to the Facility Agent (acting reasonably). (d) The Issuer Company shall be in compliance with all Applicable Laws with respect to issuance provide within two Business Days of the Debentures including but not limited Scheme Date executed versions of the following documents in the form delivered pursuant to Part I of Schedule 2 (Conditions Precedent and Conditions Subsequent) (save, in the case of any legal opinion, with any amendments necessary to reflect any change in law since the date on which the legal opinion was previously delivered) or in such other form and substance satisfactory to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; Facility Agent (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4.acting reasonably):

Conditions Subsequent. (A) The Issuer shall have submitted As conditions subsequent to the Debenture Trusteeinitial closing hereunder, in each of FRI-MRD and Borrower shall perform or cause to be performed the following (the failure by FRI-MRD or Borrower to so perform or cause to be performed constituting an Event of Default hereunder): (a) within 30 days of the Closing Date, deliver to Foothill the certified copies of the policies of property insurance, together with the endorsements thereto, as are required by Section 6.8; (b) from and after the Closing Date up until the date that is 1 year after the Closing Date (the "Anniversary Date"), Borrower shall use its continued reasonable best efforts to obtain Lessor Consents from the lessors of the Specified Leasehold locations; (c) within 30 days of the date on which Borrower obtains a form and manner satisfactory Lessor Consent, deliver to the Debenture Trustee, the following: Foothill (i) resolution duly executed originals of Leasehold Mortgages in respect of the board or a committee thereof for allotment applicable Leasehold, and issue of the letter of allotment on the Deemed Date of Allotment; (ii) Certified true copy of evidence certified mortgagee title insurance policies (or marked commitments to issue the same) for such Leasehold issued by its company secretary with respect Chicago Title Company (each a "Leasehold Mortgage Policy" and, collectively, the "Leasehold Mortgage Policies") in amounts reasonably satisfactory to the tax dues / liabilities of the Issuer as shown Foothill assuring Foothill that such Leasehold Mortgages are valid and enforceable first priority mortgage Liens on the online portal of the income tax department. (B) The Issuer shall maintain a complete record such Leasehold free and clear of all private placement offers made by it in relation to the Debentures in form PAS–5 as provided in Companies (Prospectus defects and Allotment of Securities) Rules, 2014. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required byencumbrances except 49 Permitted Liens, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer Leasehold Mortgage Policies otherwise shall be in compliance with all Applicable Laws with respect form and substance reasonably satisfactory to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer Foothill; and (d) on or before May 1, 1997, Foothill shall have made all filings received a Collateral Access Agreement from the lessor of all the relevant forms with the concerned Registrar of Companies Borrower's leased headquarters location in accordance withIrvine, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4California.

Conditions Subsequent. (Aa) The Issuer Borrower shall have submitted to satisfy the Debenture Trustee, conditions subsequent set out in Part 2 of Schedule 1 (Conditions precedent and conditions subsequent) on a form and manner satisfactory to best efforts basis as soon as possible following the Debenture Trustee, the following: (i) resolution of the board or a committee thereof for allotment and issue of the letter of allotment on the Deemed Date of Allotment; (ii) Certified true copy of evidence certified by its company secretary with respect to the tax dues / liabilities of the Issuer as shown on the online portal of the income tax department. (B) The Issuer shall maintain a complete record of all private placement offers made by it in relation to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, and in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected event within the time period as stipulated set out in Section 4Part 2 of Schedule 1 (Conditions precedent and conditions subsequent). The Issuer shall have provided evidence In the event that the conditions subsequent in Part 2 of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee Schedule 1 are not satisfied within the time period as stipulated set out in Part 2 of Schedule 1 (Conditions precedent and conditions subsequent) or such extended time period set out in paragraph (b) below (if applicable), interest shall accrue on the outstanding Loans from the Closing Date up to the date of satisfaction of each such condition subsequent at a rate which is 3.5 percent per annum over and above the interest payable under Section 4Clause 8 (Interest) (the “Interest Premium”) on each Loan and on any interest accrued and outstanding thereon pursuant to Clause 8 (Interest) and such interest shall be payable within 10 Business Days of demand by the Lender to the Borrower except when the delay in satisfying such conditions subsequent was caused by act or omission of the Lender. (b) Specifically regarding the completion of the Perfection Requirements for the Fiduciary Assignment of Assets only, the time period set out in subsection (b) of Part 2 of Schedule 1 may be extended at the request of the Borrower for one additional and equal period in the event that the registry offices in charge of the registrations or filing of the relevant Transaction Security Document present unreasonable or unlawful requirements (in the reasonable opinion of the Lender’s external legal counsels) for completing such Perfection Requirements and there is no delay caused by any act or omission of Borrower, provided that such period may be further extended, subject to the prior written consent of the Lender (acting reasonably), if Borrower has to file a judicial proceeding to enforce its rights to pursue the registration. (c) For avoidance of doubt, the failure to satisfy the conditions subsequent by the time periods set out in Part 2 of Schedule 1 (Conditions precedent and conditions subsequent) shall not in and of itself be a Default or Event of Default, provided that the Borrower pays the Interest Premium in accordance with paragraph (a) above.

Conditions Subsequent. (i) With respect to (A) The Issuer any newly-acquired Unencumbered Parcel with a gross book value in excess of $1,000,000, or (B) any Unencumbered Parcel owned by any Loan Party as of the Third Amendment Effective Date in which any such Loan Party has invested such that the gross book value of the land and any buildings thereon after the investment is completed is greater than $1,000,000, the Loan Parties shall have submitted deliver to the Debenture TrusteeAdministrative Agent, within 30 days after the closing of any such acquisition in a clause (A) above or of any such investment in clause (B) above with respect to such property, the following, each dated such day (unless otherwise specified) in form and manner substance satisfactory to the Debenture TrusteeLenders: deeds of trust, trust deeds, mortgages, leasehold mortgages and leasehold deeds of trust in form reasonably satisfactory to the Administrative Agent (together with the Assignments of Leases and Rents referred to therein and each other mortgage delivered pursuant to Section 5.01(j), in each case as amended, the following“Mortgages”), duly executed by the appropriate Loan Party, together with: (iA) resolution evidence that counterparts of the board Mortgages have been duly recorded in all filing or recording offices that the Administrative Agent may reasonably deem necessary or desirable in order to create a committee thereof for allotment valid first and issue subsisting Lien on the property described therein in favor of the letter Collateral Agent for the benefit of allotment the Secured Parties and that all filing and recording taxes and fees have been paid, (B) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (the “Mortgage Policies”) in form and substance, with endorsements and in amount reasonably acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers acceptable to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the Deemed Date property described therein, free and clear of Allotment;all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Encumbrances, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics’ and materialmen’s Liens) and such coinsurance and direct access reinsurance as the Administrative Agent may reasonably deem necessary or desirable, (C) American Land Title Association form surveys, certified to the Administrative Agent and the issuer of the Mortgage Policies in a manner reasonably satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located and acceptable to the Administrative Agent, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than encroachments and other defects reasonably acceptable to the Administrative Agent, (D) the Assignments of Leases and Rents referred to in the Mortgages, duly executed by the appropriate Loan Party, (E) such consents and agreements of lessors and other third parties, and such estoppel letters and other confirmations, as the Administrative Agent may reasonably deem necessary or desirable, (F) evidence of the insurance required by the terms of the Mortgages, and (G) evidence that all other action that the Administrative Agent may deem reasonably necessary or desirable in order to create valid first and subsisting Liens on the property described in the Mortgages has been taken. (ii) Certified true copy Within thirty (30) days of evidence certified by its company secretary the Third Amendment Effective Date, the Borrower shall pay, or cause to be paid, the Permitted Deferred Taxes in full. (iii) BTI and Business Telecom, Inc. shall use commercially reasonable efforts to enter into an amendment to the promissory note referred to in clause (d) of the definition of “Assumed BTI Debt”, which amendment shall extend the maturity date of such note from April 30, 2006 to a date which occurs on or after October 31, 2006. (iv) Within (A) ten (10) days of the Third Amendment Effective Date, the Loan Parties shall deliver to the Administrative Agent a certificate of the Secretary of State in each of the jurisdictions and with respect to each Loan Party described on Schedule 4.01(a)(ii) stating that each Loan Party is duly qualified and in good standing as a foreign corporation in the tax dues / liabilities jurisdictions applicable to each Loan Party and (B) twenty (20) days of the Issuer Third Amendment Effective Date, each Loan Party shall have obtained all governmental licenses, permits and other approvals described as shown pending on the online portal of the income tax departmentSchedule 4.01(a)(iii). (Bv) The Issuer shall maintain a complete record of all private placement offers made by it in relation to the Debentures in form PAS–5 as provided in Companies Within thirty (Prospectus and Allotment of Securities30) Rules, 2014. (C) The Issuer shall file a return of allotment days of the Debentures with Third Amendment Effective Date, the Registrar Borrower shall dissolve each of Companies within 4 (four) Business Days from the Issue Closing Date Subsidiaries listed on Schedule IV or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with comply the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines 5.01(j) as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Lawif such Subsidiary were a newly formed Subsidiary. (Evi) The Issuer shall be in compliance with all Applicable Laws with respect to issuance Within thirty (30) days of the Debentures including but not limited Third Amendment Effective Date, the Loan Parties shall have entered into new or amended account control agreements, in form and substance reasonably satisfactory to the SEBI Regulations. The Issuer shall have made all filings of all Administrative Agent, as the relevant forms with Administrative Agent may deem necessary or desirable in order to ensure the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation priority and perfection of Security the Administrative Agent’s security interests in the deposit, securities and other bank accounts of the Loan Parties. (vii) Within thirty (30) days of the Third Amendment Effective Date, the Loan Parties shall have entered into amendments to the satisfaction Mortgages, in form and substance reasonably acceptable to the Administrative Agent, as the Administrative Agent may deem necessary or desirable in order to ensure the grant of a security interest in the real property Collateral covered thereby in order to secure the full amount of the Debenture Trustee, including the permissions required under Section 281 Obligations. (viii) Within ten (10) days of the Income Tax ActThird Amendment Effective Date, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, Loan Parties shall deliver to the Debenture Trustee within Administrative Agent favorable opinions, in form and substance satisfactory to the time period as stipulated under Section 4Administrative Agent, of counsel to those Subsidiary Guarantors organized in Alabama, North Carolina and Virginia. (ix) Within three (3) Business Days of the Third Amendment Effective Date, the Borrower shall deliver to the Administrative Agent copies of the audited financial statements of the Loan Parties without any “going-concern” or like qualification to the opinion set forth therein.

Conditions Subsequent. (a) Within sixty (60) days of the date of this Agreement, Borrowers shall (i) deliver to Lender in form and substance satisfactory to Lender, valid and effective title insurance policies issued by companies and agents acceptable to Lender for the Borrowers' Real Property in Cincinnati, Ohio, Baltimore, Maryland and Bristol, Connecticut (collectively, the "Parcels") (A) The Issuer shall have submitted to insuring the Debenture Trusteepriority, in a form amount and manner satisfactory to the Debenture Trustee, the following: (i) resolution sufficiency of the board or a committee thereof for allotment and issue Mortgages of the letter Lender on such Parcels, (B) insuring against matters that would be disclosed by surveys and (C) containing any reasonably available endorsements, assurances or affirmative coverage requested by Lender for protection of allotment on the Deemed Date of Allotment; its interests, and (ii) Certified true copy deliver to Lender ALTA surveys and surveyor certificates with respect to such Parcels. (b) Within thirty (30) days of evidence certified the Existing Senior Note Redemption Date, Borrowers will obtain a letter from the Trustee of the Existing Senior Notes that the Existing Senior Notes have been paid in full and that the indenture therefore has been terminated (except as to the provisions thereof that expressly survive such termination). (c) Within forty-five (45) days of this Agreement, Borrowers shall cause to be delivered to Lender, certificates of title with Lender's first priority lien duly noted thereon by its company secretary the appropriate state agencies for all certificates of title for motor vehicles and rolling stock of Borrowers owned by Borrowers that do not currently have Lender's first priority lien so noted thereon. (d) Within thirty (30) days of the date of this Agreement, Borrowers shall cause to be duly executed and recorded in favor of Lender, Mortgages, in form and substance satisfactory to Lender, and cause to be delivered to Lender, mortgagee title commitments, in form and substance satisfactory to Lender, with respect to the tax dues / liabilities following parcels of Real Property: 00000 Xxxxxx Xxxx 00-0 Xxxxxxxx, Xx; South Portland, ME (adjacent to the Borrowers' other South Portland, ME Real Property parcels); and 00 Xxxx Xxxxxx, Xxxxxxxx, XX. In addition, within thirty (30) days of the Issuer as shown date of this Agreement, Borrowers shall cause to be duly executed and recorded an amendment to the Lender's existing Mortgage on the online portal of the income tax departmentReal Property parcel located at 000 X. Xxxxxx St., Pasadena, TX. (B) The Issuer shall maintain a complete record of all private placement offers made by it in relation to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4.

Conditions Subsequent. (Aa) The Issuer shall have submitted Company shall, as soon as it becomes available, and in any event within thirty (30) days of the date of this Agreement, deliver to the Debenture Trustee, Collateral Management Agent a Borrowing Base Audit Report. (b) The Company shall procure that if any assets which are included in the Borrowing Base at any time are located in a form and manner satisfactory jurisdiction in which a perfected first priority security interest cannot be granted in respect of future assets, the Borrowers will enter into periodic pledges with the Security Trustee (the frequency of which shall be agreed with the Lenders provided that such frequency shall be no less than on a weekly basis) in respect of assets located in such jurisdictions. The Company shall provide to the Debenture TrusteeSecurity Agent such corporate authorities and legal opinions as the Security Agent may require in respect of such security. (c) The Borrowers shall, prior to commencing onshore storage of inventory in the followingFujairah Freezone, Emirate of Fujairah, enter into and deliver to the Facility Agent in respect thereof: (i) resolution of the board or a committee thereof for allotment UAE Pledges duly executed by each party thereto and issue of the letter of allotment on the Deemed Date of Allotmentin full force and effect; (ii) Certified true copy a Collateral Management Agreement in respect thereof; (iii) a legal opinion of evidence certified by its company secretary with respect Hadef & Partners as to UAE law in a form and substance satisfactory to the tax dues / liabilities Facility Agent; (iv) a legal opinion of Fulbright & Xxxxxxxx LLP as to Xxxxxxxx Islands and Liberian law in a form and substance satisfactory to the Facility Agent; and (v) evidence of the Issuer authority of Aegean Oil Terminal Corporation (as shown on bailee) to execute the online portal of the income tax departmentUAE Pledges. (Bd) The Issuer Borrowers shall maintain a complete record of not include any assets in Spain or Morocco in the Borrowing Base until the Spanish Pledges or the Moroccan Pledge (as applicable) have been entered into and are in full force and effect, the Facility Agent has received evidence satisfactory to it that all private placement offers made representations and all other action needed to perfect the Security created by it in relation to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014those Transaction Security Documents has been completed. (Ce) The Issuer Company shall file a return of allotment procure that by no later than sixty (60) days after the date of the Debentures with first Utilisation hereunder all existing facilities of the Registrar of Companies within 4 Group other than Financial Indebtedness permitted pursuant to clause 24.18 (fourFinancial Indebtedness) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, have been repaid in Form PAS-3 as provided in Companies (Prospectus full and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders cancelled and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures all related Security not previously released in accordance with the provisions of Section 2.8 of conditions precedent contained in this Deed Agreement is released, and shall provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines Facility Agent such evidence (including without limitation deeds of release of security) as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Lawit may require acting reasonably in respect thereof. (E) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4.

Conditions Subsequent. As conditions subsequent to initial closing hereunder, Borrower shall perform or cause to be performed the following (Athe failure by Borrower to so perform or cause to be performed constituting an Event of Default): (a) The Issuer within 30 days of the Closing Date, deliver to Agent the certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 6.10, the form and substance of which shall be satisfactory to Agent, each Lender, and their respective counsel, or binders with respect thereto (and, if only binders are provided within such 30 days, the certified policies and endorsements shall be provided within 60 days of the Closing Date); (b) within 90 days of the Closing Date, consummate the Holding Company Reorganization, and deliver to Agent the Holding Company Guaranty and the Stock Pledge Agreement, in each case, duly executed by New Holding Company, together with the pledged stock certificates of Borrower and Stock Powers related thereto executed in blank; provided, however, that if within such time, Borrower has obtained approval of the Holding Company Reorganization from Borrower's board of directors and shareholders, and the Holding Company Reorganization is not consummated within such time solely because Borrower has not received approvals from such regulatory and other governmental agencies as are required to consummate the Holding Company Reorganization, then so long as Borrower is diligently proceeding with obtaining such approvals, Borrower shall have submitted such time as is reasonably necessary to obtain comply with the Debenture Trustee, provisions contained in a form and manner satisfactory to the Debenture Trustee, the following: this subsection; (ic) resolution within 30 days of the board Closing Date, deliver to Agent satisfactory evidence as to all material copyrighted or a committee thereof for allotment copyrightable works of authorship (including software and issue of the letter of allotment on the Deemed Date of Allotment; including derivative works) owned by Borrower (ii) Certified true copy of evidence certified by its company secretary as opposed to works with respect to the tax dues / liabilities which Borrower is merely a licensee from a third party), and, if any such material copyrighted or copyrightable works exist, within 60 days of the Issuer as shown on Closing Date, the online portal fully executed Copyright Security Agreement together with satisfactory evidence that all material copyrights of the income tax department. (B) The Issuer shall maintain a complete record Borrower that are capable of all private placement offers made by it in relation to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014. (C) The Issuer shall file a return of allotment of the Debentures being registered have been registered with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required byUnited States Copyright Office, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer shall be in compliance with that all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, such copyrights and any other documents required to create and/or perfect proceeds thereof are specifically encumbered by the Security, to the Debenture Trustee within the time period as stipulated under Section 4Copyright Security Agreement.

Conditions Subsequent. (Aa) The Issuer shall have submitted Subject to the Debenture Trusteerights of AMCE under subparagraph (b) of this paragraph 5, in a form and manner satisfactory subject to the Debenture Trusteerights of any non-breaching Party under subparagraph (c) of this paragraph 5, this Agreement, and the followingobligations of the Parties thereunder, shall terminate and be of no further force or effect if any of the following conditions ("Conditions Subsequent") shall not have been satisfied by the indicated date: (i) resolution GCC and the Parties shall have entered into and executed a Qualified Letter of Intent on or before the date hereof. For purposes of this paragraph 5, a letter of intent shall be deemed a Qualified Letter of Intent if: (w) it provides for the proposed treatment of General Unsecured Claims and of the board or a committee thereof claims of Harcourt and GECC set forth in Exhibit "A" or, if it proposes different treatment for allotment and issue any such claims, such treatment is acceptable to the Committee (in the case of General Unsecured Claims), GECC (in the case of the claims of GECC) or Harcourt (in the case of claims of Harcourt), as applicable; (x) it does not provide for the treatment of any class of claims against or equity interests in GCC in a manner which is materially better than the treatment of such class set forth in Exhibit "A"; (y) it requires AMCE to pursue the acquisition of GCC pursuant to, and support, a plan of reorganization for GCC that is a Qualified Plan (subject to the conditions outlined in Exhibit "A" and other customary conditions for a transaction of this type); and (z) the terms of such letter of allotment on intent do not materially and adversely affect General Unsecured Claims or the Deemed Date claims of Allotment;Harcourt or GECC other than as provided in Exhibit "A." If any Creditor Party refuses to execute a Qualified Letter of Intent that is executed by GCC and AMCE, this condition shall nevertheless be deemed to have been satisfied, and such letter of intent executed by GCC and AMCE shall be deemed a Qualified Letter of Intent for all purposes under this paragraph 5. (ii) Certified true copy of evidence certified by its company secretary with respect to the tax dues / liabilities of the Issuer as shown on the online portal of the income tax department[omitted]. (Biii) The Issuer shall maintain a complete record of all private placement offers made by it in relation to the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014[omitted]. (Civ) The Issuer A plan of reorganization which is a Qualified Plan and a disclosure statement for such plan shall file a return of allotment of the Debentures have been filed with the Registrar of Companies within 4 (four) Business Days from Bankruptcy Court in the Issue Closing Date Chapter 11 Cases on or such shorter timeline as prescribed under Lawbefore December 21, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law2001. The Parties acknowledge that this condition has been satisfied. (Dv) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing An order of the Debentures to Bankruptcy Court approving the Debenture Trustee and file adequacy of the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and disclosure statement for a Qualified Plan shall have submitted all other documents and made all filings with the Stock Exchange as required bybeen entered on or before February 25, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law2002. (Evi) An order of the Bankruptcy Court confirming a Qualified Plan, the terms of which are materially consistent with Exhibit "A" (a "Confirmation Order"), shall have been entered on or before March 20, 2002. (vii) The Issuer Confirmation Order shall have become a final, nonappealable order on or before April 1, 2002. (b) If AMCE has not breached its obligations under this Agreement, it may extend the date set forth in clause (i) of subparagraph (a) for a period of up to fifteen (15) days by giving written notice of its election to extend such date to the other Parties on or before such date. If AMCE is not in breach of its obligations under this Agreement or under a Qualified Letter of Intent, AMCE may extend any of the dates set forth in any or all of clauses (iii)-(vii), inclusive, of subparagraph (a) for a period of up to thirty days, by giving written notice of such election to the other Parties on or before the applicable date which is being extended. (c) In the event that the failure to occur of any of the Conditions Subsequent set forth above is the result of a breach of this Agreement or of a Qualified Letter of Intent by any Party, the non-breaching Parties may, by the written agreement of such non-breaching Parties, extend the time for satisfying such Conditions Subsequent to any date on which they may mutually agree, without the agreement of the breaching Party. This provision shall in no way limit any right or remedy which any Party may otherwise have for the breach of this Agreement, a Qualified Letter of Intent or a Qualified Plan. (d) Each Party agrees (i) to use commercially reasonable efforts, which shall not be construed to require the payment of money by any Party, other than to its own attorneys, to cause each of the foregoing Conditions Subsequent to be satisfied on a timely basis and (ii) to cooperate with the other Parties in achieving the Conditions Subsequent as expeditiously as reasonably possible (and prior to the dates set forth above). (e) Notwithstanding anything to the contrary in this Agreement, in the event that the Confirmation Order has not been entered on or before February 25, 2002, AMCE shall, if it has not breached this Agreement, have the right to terminate this Agreement by giving written notice of such termination to the other Parties on or before February 25, 2002, and, upon AMCE's exercise of this right, this Agreement, and the obligations of the Parties thereunder shall terminate and be of no further force or effect, unless at least two of the Creditor Parties notify AMCE that such Party elects to continue to be bound by this Agreement, and elects to have each of the other Parties continue to be bound by this Agreement, on or before March 2, 2002. (f) In the event that the Confirmation Order shall not have been entered on or before March 31, 2002, then either the Committee or AMCE may, if such Party has not breached this Agreement, elect to terminate its obligations under this Agreement by giving notice of such election to the other Parties on or before March 31, 2002; provided, however, that AMCE may extend the foregoing date to April 30, 2002 by giving written notice of such extension to the other Parties on or before March 31, 2002, in which event the reference to "$20 million" as the threshold for determining "Excess Deduction Claims" under the description of the treatment of Class 6 in the Term Sheet attached as Exhibit "A" shall be changed to "$20,500,000." In the event that the Committee elects to terminate its obligations under this Agreement under this subparagraph 5(f), but AMCE does not do so, then AMCE, Harcourt and GECC shall continue to be bound in compliance with all Applicable Laws with respect respects by the terms of this Agreement, and the Committee shall no longer be treated as a Party. In the event that AMCE elects to issuance terminate its obligations under this Agreement under this subparagraph 5(f), then this Agreement, and the obligations of the Debentures including but not limited to the SEBI Regulations. The Issuer Parties thereunder, shall have made all filings terminate and be of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws no further force or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4effect.

Conditions Subsequent. Within three months after the Closing Date, the following conditions subsequent must be satisfied (A) The Issuer shall have submitted any or all of which may be waived by Seller in whole or in part to the Debenture Trusteeextent permitted by applicable law): i) Promptly after the execution of this Agreement, in a form and manner satisfactory Seller shall give the requisite notice under Clause 4.2.7 of the Langsa TAC to the Debenture TrusteePersons entitled thereto and shall keep Purchaser reasonably informed of progress on that matter; ii) Seller shall use its best efforts to provide all required notices and obtain all consents, permissions or approvals (the following: “Consents”) of (i) resolution of the board or a committee thereof for allotment and issue of the letter of allotment on the Deemed Date of Allotment; Pertamina; (ii) Certified true copy Indonesia’s Minister of evidence certified Energy and Mineral Resources (after consideration by its company secretary with respect to BPMigas, if required by applicable law); and (iii) any other Governmental Body or other Person which may be necessary or required for the tax dues / liabilities consummation of the Issuer transactions contemplated hereunder or for the acknowledgment of Purchaser’s 80% interest in the Langsa TAC as shown on the online portal a result thereof; iii) Until such Consents are received, Seller shall keep Purchaser informed of the income tax department.progress in obtaining such Consents and shall cooperate with Purchaser in any reasonable arrangements designed to provide for Purchaser the benefits thereunder, including enforcement for the benefit of Purchaser of any and all rights of Seller against any third party arising out of any Contract; and (Biv) The Issuer shall maintain a complete record of all private placement offers made by it in relation to In the Debentures in form PAS–5 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014. (C) The Issuer shall file a return of allotment event any one or more of the Debentures conditions subsequent in this Section 9(c) is not satisfied within three months after the Closing Date, the Parties agree that (i) the Cash Price shall be refunded to Purchaser; (ii) the NPI shall be terminated; (iii) Purchaser shall pay to Seller all amounts received from Seller in connection with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date Assets, less any costs or such shorter timeline as prescribed under Law, expenses incurred by Purchaser in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance connection with the provisions Assets; (iv) the Xxxx of Section 2.8 of this Deed and provide confirmation of listing of the Debentures to the Debenture Trustee and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (E) The Issuer Sale shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of rescinded such that all the relevant forms with Assets and Assumed Liabilities shall be the concerned Registrar sole property and responsibility of Companies Seller; and (v) the Parties shall take such other action as necessary to unwind the transactions contemplated in accordance with, and within this Agreement as though the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trusteetransactions under this Agreement had not occurred, including the permissions required under Section 281 termination of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4this Agreement.

Conditions Subsequent. (Aa) The Issuer Company shall have submitted procure that each Subsequent Bond Obligor becomes an Additional Guarantor in accordance with Clause 32.2 (Additional Guarantors) on the date that Subsequent Bond Obligor becomes a guarantor in respect of the Senior Notes, subject to paragraph (c) below, provided that no Bond Obligor shall be required to become an Additional Guarantor to the Debenture Trusteeextent it would be unlawful or illegal to do so. (b) The Company shall procure that each person that becomes a member of the Nigeria Group after the date of this Agreement shall, subject to paragraph (c) below, as soon as possible after becoming a member of the Nigeria Group and in any event within twenty Business Days after becoming a form and manner satisfactory member of the Nigeria Group, becomes an Additional Guarantor in accordance with Clause 32.2 (Additional Guarantors) provided that no member of the Nigeria Group shall be required to become an Additional Guarantor to the Debenture Trusteeextent it would be unlawful or illegal to do so. (c) To the extent it is or would be unlawful or illegal for a Bond Obligor or any person that becomes a member of the Nigeria Group after the date of this Agreement to become or remain a Guarantor, the followingCompany and the relevant Bond Obligor or member of the Nigeria Group shall use all reasonable endeavours to overcome and/or avoid any such illegality or unlawfulness, including, without limitation: (i) resolution of the board carrying out any financial assistance “whitewash” or a committee thereof for allotment and issue of the letter of allotment on the Deemed Date of Allotment;other similar procedure; and/or (ii) Certified true copy of evidence certified by its company secretary with respect obtaining (or procuring) all relevant corporate authorisations to the tax dues / liabilities enable that Bond Obligor or member of the Issuer Nigeria Group to lawfully enter into, exercise its rights and comply with its obligations as shown on a Guarantor under the online portal of the income tax departmentFinance Documents. (Bd) The Issuer Company shall maintain a complete record of ensure that all private placement offers made by it necessary steps to comply with the Perfection Requirements in relation to the Debentures in form PAS–5 as Security Documents are carried out within the maximum applicable time period for compliance therewith provided in Companies for under applicable law and/or regulation. (Prospectus and Allotment of Securities) Rules, 2014. (C) The Issuer shall file a return of allotment of the Debentures with the Registrar of Companies within 4 (four) Business Days from the Issue Closing Date or such shorter timeline as prescribed under Law, in Form PAS-3 as provided in Companies (Prospectus and Allotment of Securities) Rules, 2014 along with a complete list of Debenture Holders and containing such details as required under Law. (D) The Issuer shall complete the process of listing the Debentures in accordance with the provisions of Section 2.8 of this Deed and provide confirmation of listing of the Debentures Signature page to the Debenture Trustee Amendment and file the Information Memorandum with the Stock Exchange within timelines as prescribed under Law and shall have submitted all other documents and made all filings with the Stock Exchange as required by, and within the timelines as stipulated by, Stock Exchange or any other Applicable Law. (ERestatement Agreement) The Issuer shall be in compliance with all Applicable Laws with respect to issuance of the Debentures including but not limited to the SEBI Regulations. The Issuer shall have made all filings of all the relevant forms with the concerned Registrar of Companies in accordance with, and within the timelines prescribed under, Applicable Laws or within time period if any stated in the Debenture Documents, whichever is shorter; (F) The Issuer shall have validly created and perfected the Security, required to be created and perfected within the time period as stipulated in Section 4. The Issuer shall have provided evidence of creation and perfection of Security to the satisfaction of the Debenture Trustee, including the permissions required under Section 281 of the Income Tax Act, 1961, filings of Form CHG-9 and Form CHG-1 with the relevant Registrar of Companies, and any other documents required to create and/or perfect the Security, to the Debenture Trustee within the time period as stipulated under Section 4.​