Common use of Conditions to Effectiveness Clause in Contracts

Conditions to Effectiveness. The effectiveness of this Amendment is expressly subject to the following conditions: (a) the representations and warranties made by the Obligors under Section 1 of this Amendment shall be true and correct; (b) executed counterparts of this Amendment, duly executed by the Obligors and Holders constituting Required Holders shall have been delivered to the Holders; (c) receipt by each Holder of (i) a certificate of the Secretary or Assistant Secretary of each Obligor, dated the date hereof, certifying as to (A) the resolutions attached thereto and the corporate proceedings relating to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in the case of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islands; (d) the Company shall have paid, or reimbursed the Holders for, the reasonable fees, charges and disbursements of special counsel to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively); (e) receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident to the transactions contemplated hereby as the Required Holders or their counsel may reasonably request; and (f) The Obligors shall have provided to the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any Obligor.

Conditions to Effectiveness. The effectiveness This Third Amendment will become effective as of this Amendment is expressly subject to the following conditionsdate hereof upon receipt by the Administrative Agent of the following: (a) fully-executed original counterparts of this Third Amendment executed by the Borrower, the Lenders and the Administrative Agent; (b) the receipt by the Administrative Agent of a signed certificate from a Responsible Officer of the Borrower in form and substance satisfactory to the Administrative Agent and dated the date hereof certifying (i) as to the incumbency of, and bearing manual specimen signatures of, the Responsible Officers of the Borrower or other authorized persons who are authorized to execute and take actions under this Third DB3/ 202713434.2 Amendment and the Loan Documents for the Borrower (or a certification from such Responsible Officer that the Responsible Officers and other persons who were identified in the certificate dated July 16, 2018 and delivered to the Administrative Agent pursuant to Section 5(b) of the Amendment No. 2 to the Credit Agreement dated as of July 16, 2018 by and among the Borrower, the Lenders and the Administrative Agent the (the "Second Amendment Closing Certificate"), remain authorized to execute and take actions under this Third Amendment and the Loan Documents), (ii) and attaching the Organizations Documents of the Borrower (or a certification from such Responsible Officer that no changes to the Organizational Documents have been made to any such documents since such documents were delivered to the Administrative Agent and attached to the Second Amendment Closing Certificate), (iii) and attaching the Custody Agreement of the Borrower (or a certification from such Responsible Officer that no changes have been made to the Custody Agreement delivered to the Administrative Agent and attached to the Second Amendment Closing Certificate), (iv) to and attaching a copy of the resolutions of the board of trustees of the Borrower (the "Resolutions") approving and adopting this Third Amendment and the documents being delivered in connection herewith to which the Borrower is a party and authorizing the execution and delivery thereof, certified by a Responsible Officer of the Borrower to be true and correct and in force and effect as of the date hereof, and (v) that, before and after giving effect to the transactions contemplated hereby, (1) the representations and warranties made by the Obligors under Section 1 Borrower herein, in the Credit Agreement and each of this Amendment shall be the other Loan Documents are true and correct; correct on and as of the date hereof, and with the same force and effect as if made on and as of the date hereof (b) executed counterparts of this Amendmentor, duly executed by the Obligors and Holders constituting Required Holders shall if any such representation or warranty is expressly stated to have been delivered to the Holdersmade as of a specific date, as of such specific date), and (2) no Default or Event of Default has occurred and is continuing; (c) receipt by each Holder of (i) a certificate of good standing and legal existence for the Secretary or Assistant Secretary Borrower issued as of each Obligor, dated the date hereof, certifying as to (A) the resolutions attached thereto and the corporate proceedings relating to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in the case of the Obligors other than Oaktree Cayman, a recent “good standing certificate” date from the Secretary of State of the State Commonwealth of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman IslandsMassachusetts; (d) a legal opinion dated as of the Company shall have paiddate hereof, or reimbursed the Holders for, the reasonable fees, charges and disbursements of special counsel in-house to the HoldersBorrower, in form and substance reasonably satisfactory to the Lender; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively);and (e) receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident to the transactions contemplated hereby as the Required Holders or their counsel may reasonably request; and (f) The Obligors shall have provided to the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes payment of any Obligorfees and expenses required to be paid in connection with the Loan Documents.

Conditions to Effectiveness. The effectiveness of this Amendment is expressly subject to the satisfaction of the following conditionsconditions precedent in a manner satisfactory to CITBC, unless specifically waived in writing by CITBC: (a) CITBC shall have received each of the representations following, each in form and warranties made substance satisfactory to CITBC, in its sole discretion, and, where applicable, each duly executed by the Obligors under Section 1 of this Amendment shall be true and correct;each party thereto, other than CITBC: (bi) executed counterparts of this This Amendment, duly executed by the Obligors Companies and Holders constituting Required Holders shall have been delivered the Consent, Ratification and Release is executed by the Guarantors; (ii) A Revolving Loan Promissory Note in the stated principal amount of $75,000,000 in amendment, substitution and replacement of the Existing Revolving Note duly signed by the Companies; and (iii) certified copies of the resolutions of the Board of Directors of each of the Companies and the Guarantors authorizing the execution, delivery and performance of the Revolving Loan Promissory Note, this Amendment and any and all other Loan Documents executed by any of the Companies or the Guarantors in connection therewith, along with a certificate of incumbency certified by the secretary of each of the Companies and the Guarantors with specimen signatures of the officers of the Companies and the Guarantors who are authorized to sign such documents, all in form and substance satisfactory to the Holders;Agent; and (iv) All other documents CITBC may request with respect to any matter relevant to this Amendment or the transactions contemplated hereby. (b) The representations and warranties contained herein and in the Agreement and the other documents executed in connection with the Agreement (herein referred to as "Loan Documents"), as each is amended hereby, shall be true and correct as of the date hereof, as if made on the date hereof. (c) receipt No Default or Event of Default shall have occurred and be continuing, unless such Default or Event of Default has been otherwise specifically waived in writing by each Holder of (i) a certificate of the Secretary or Assistant Secretary of each Obligor, dated the date hereof, certifying as to (A) the resolutions attached thereto and the corporate proceedings relating to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in the case of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islands;CITBC. (d) All corporate proceedings taken in connection with the Company shall have paidtransactions contemplated by this Amendment and all documents, or reimbursed the Holders for, the reasonable fees, charges instruments and disbursements of special counsel to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm other legal matters incident thereto shall be the firm retained satisfactory to represent all holders of Notes collectively);CITBC. (e) CITBC's receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident to the transactions contemplated hereby as the Required Holders or their counsel may reasonably request; and (f) The Obligors shall have provided to the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment of the Note and Guaranty Agreement for each other series fee described in Section 2.07 of outstanding senior notes of any Obligorthis Amendment.

Conditions to Effectiveness. The This Amendment shall be deemed to be effective as of the date hereof (the “Amendment Effective Date”), and the effectiveness of this Amendment is expressly shall be subject to to, the satisfaction of all of the following conditions: (a) the representations and warranties made by the Obligors under Section 1 of this Amendment shall be true and correct; (b) executed counterparts of this This Amendment, duly authorized and fully executed by the Obligors Borrower and Holders constituting Required Holders Lender, shall have been delivered to Lender. (b) Each of the Holders;Guaranties, duly authorized and fully executed by the applicable Guarantor, shall have been delivered to Lender. (c) receipt The Security Agreement, duly authorized and fully executed by each Holder of (i) a certificate of the Secretary or Assistant Secretary of each ObligorProject Viking, dated the date hereof, certifying as shall have been delivered to (A) the resolutions attached thereto and the corporate proceedings relating to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in the case of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islands;Lender. (d) The Securities Pledge Agreement, duly authorized and fully executed by Borrower, together with a copy of the Company form of stock certificate(s) evidencing the securities pledged thereunder (with an .pdf of the executed stock certificate to be delivered to Lender by November 30, 2012 and an original of the executed stock certificate to be delivered to Lender by December 3, 2012), and undated stock power(s) therefor executed in blank, shall have paid, or reimbursed the Holders for, the reasonable fees, charges and disbursements of special counsel been delivered to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively);Lender. (e) receipt The Sifen Subordination Agreement, duly authorized and fully executed by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxxthe parties thereto, LLP, special counsel for the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident shall have been delivered to the transactions contemplated hereby as the Required Holders or their counsel may reasonably request; andLender. (f) The Obligors Copies of each of the Sifen Subordinated Loan Documents, duly authorized and fully executed by each of the parties thereto, shall have provided been delivered to Lender. (g) Each of the Holders evidence Advance Provider Agreements, fully executed by each of the parties thereto, together with copies of each of the bridge notes evidencing the Advances, shall have been delivered to Lender. (h) Resolutions shall have been adopted by Borrower’s Board of Directors authorizing the execution, delivery and performance of this Amendment, the Securities Pledge Agreement and all other related documents, and a copy thereof, certified by Borrower’s corporate secretary, shall have been delivered to Lender. (i) A certificate of Borrower’s corporate secretary stating that there have been no amendments, modifications or changes to Borrower’s Articles of Incorporation or By-Laws since August 17, 2012, shall have been delivered to Lender. (j) Resolutions shall have been adopted by Project Viking’s Board of Directors authorizing the execution, delivery and performance of the Guaranty, the Security Agreement and all other related documents, a copy thereof, certified by Project Viking’s corporate secretary, shall have been delivered to Lender. (k) A certificate of Project Viking’s corporate secretary certifying true, correct and complete copies of Project Viking’s Articles of Incorporation, By-Laws and incumbency of officers, shall have been delivered to Lender. (l) Copies of each of the 50 Below Purchase Transaction Documents, duly executed by each of the parties thereto, each in form and substance acceptable to Lender, shall have been delivered to Lender. (m) Each condition precedent set forth in the 50 Below Purchase Transaction Documents shall have been fulfilled or waived by the applicable party thereto, and no breach of any material term or condition of any of the 50 Below Purchase Transaction Documents shall have occurred. (n) The Sifen Subordinated Loan Transaction contemplated by the Sifen Subordinated Loan Documents shall be consummated in accordance with the Sifen Subordinated Loan Documents; provided, that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment amount of the Note Sifen Subordinated Loan which is funded prior to December 4, 2012 may be $3,200,000 as set forth in the Recitals of this Amendment. (o) Evidence that any and Guaranty Agreement for each all existing liens on any of the assets to be acquired in the 50 Below Purchase Transaction have been or will be terminated and cancelled as part of closing thereunder. (p) Such other series of outstanding senior notes of any Obligordocuments, instruments, agreements, certificates and opinions as Lender may reasonably request in order to effectuate fully the transactions contemplated herein shall have been duly executed and delivered to Lender.

Conditions to Effectiveness. The effectiveness of this This Amendment is expressly subject to shall become effective upon receipt by the following conditionsTrustee of: (a) the representations and warranties made by the Obligors under Section 1 of this Amendment shall be true and correct; The Purchase Price; (b) a counterpart hereof, duly executed counterparts and delivered by each of the Company, the Master Servicer, the Servicers and the Trustee; (c) a consent to this Amendment, duly executed by in the Obligors form of Annex A, from Capital Markets Assurance Corporation, as the Enhancement Provider and Holders constituting Required Holders shall have been delivered to the Holders; Control Party for each of the Term Certificates, Series 1994-1, and VFC Certificates, Series 1996-1; (cd) receipt by a secretary's certificate from each Holder of the Company and the Master Servicer certifying (i) a certificate of board resolutions authorizing the Secretary or Assistant Secretary of each Obligor, dated the date hereof, certifying as to (A) the resolutions attached thereto and the corporate proceedings relating to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effectAmendment, and (ii) the incumbency of the natural persons authorized to execute and deliver this Amendment, (Aiii) in the charter and bylaws of the Company or the Master Servicer, as the case may be, being correct and in full force and effect and (iv) copies of the Obligors other than Oaktree Cayman, a recent “"good standing certificate” from standing" certificates issued by the Secretary of State of the State of Delaware (which certificate shall indicate Delaware, certifying that each of the Obligor Company and the Master Servicer, as the case may be, is in good standing and has legal existence in paid all taxes due to the State of Delaware) , and (B) in including as annexes thereto the certificate of incorporation of the Company or the Master Servicer, as the case of Oaktree Cayman, a may be; (e) an officer's certificate of good standing issued by the Registrar a Responsible Officer of Exempted Limited Partnerships in the Cayman Islands; (d) the Company certifying that this Amendment shall have paidnot adversely affect in any material respect the interests of the Series 1994-1 Term Certificateholders or the Series 1996-1 Initial VFC Certificateholder; (f) an opinion of counsel of Pxxx, or reimbursed the Holders forWeiss, the reasonable feesRifkind, charges and disbursements of special Wxxxxxx & Gxxxxxxx, counsel to the HoldersCompany and the Master Servicer, opining as to (i) this Amendment being authorized pursuant to the Pooling Agreement, the Series 1994-1 Supplement and the Series 1996-1 Supplement, and (ii) all conditions precedent to the execution, delivery and performance of this Amendment being satisfied in full; provided and (g) written confirmation from each of Standard & Poor's Corporation and Mxxxx'x Investors Service Inc. stating that the Company shall execution and delivery of this Amendment will not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively); (e) receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, result in each case covering the matters incident to the transactions contemplated hereby as the Required Holders a reduction or their counsel may reasonably request; and (f) The Obligors shall have provided to the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment withdrawal of the Note rating of the Term Certificates. 4. Continuing Effect of the Pooling Agreement. Except as expressly amended, modified and Guaranty supplemented hereby, the provisions of the Pooling Agreement for each other series of outstanding senior notes of any Obligorare and shall remain in full force and effect. 5. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAW. 6.

Conditions to Effectiveness. The effectiveness of this This Amendment is expressly subject to shall be effective on the date (the “Third Amendment Effective Date”) when the following conditionsconditions shall have occurred: (a) The Agent shall have received each of the following documents, each of which shall be reasonably satisfactory to the Agent in form and substance: (i) from each Loan Party and the Required Lenders, executed counterparts of this Amendment, signed on behalf of such party or written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page to this Amendment) that such party has signed a counterpart of this Amendment; (ii) counterparts to the attached Consent and Acknowledgment of Subsidiary Loan Parties, duly executed by each Subsidiary Loan Party; (iii) the Fee Letter, dated as of the date hereof, by and between the Borrower and the Agent; and (iv) such other documents as the Agent or any Lender (acting through the Agent) may reasonably request on or before the date falling three (3) days prior to the Third Amendment Effective Date. (b) PA Newco shall have delivered each of the following to the Agent, each of which shall be satisfactory to the Agent in form and substance: (i) an executed Joinder Agreement whereby PA Newco agrees to become a Borrower and a Grantor for all purposes under the Credit Agreement and the other Financing Documents and grants a security interest in favor of the Agent in all Collateral in accordance with the Financing Documents; (ii) each UCC financing statement required by the Financing Documents or under law or reasonably requested by the Agent to be filed, registered or recorded in order to create in favor of the Agent a perfected Lien on the personal property Collateral of PA Newco; and (iii) an amendment to the Pennsylvania Mortgage to the extent required to reflect the ownership of the real property subject thereto by PA Newco and such other documents in connection therewith as Agent shall require. (c) The Agent shall have received a fully executed copy of the Leucadia Purchase Agreement, which shall be, in form and substance, satisfactory to the Agent and the transactions contemplated thereby shall have been consummated in accordance with the terms of the Leucadia Purchase Agreement without waiver or amendment of any term or condition thereof that would reasonably be expected to be adverse to the interests of the Lenders in any material respect without the prior consent of the Agent (such consent not to be unreasonably withheld or delayed). (d) PA Newco and each Loan Party shall have delivered to the Agent a secretary’s certificate (or substantively similar document reasonably acceptable to the Agent) which shall include, either directly or by incorporated attachments, (a) certifications as to the incumbency of PA Newco’s or such Loan Party’s officers, together with specimen signatures of those officers who will have the authority to execute documents on behalf of PA Newco or such Loan Party, respectively and (b) true and complete copies of (i) PA Newco’s or such Loan Party’s articles or certificate of incorporation, organization, or formation; (ii) PA Newco’s or such Loan Party’s bylaws, operating agreement, partnership agreement or other organizational documents; (iii) resolutions of the appropriate governing body or board authorizing the transactions contemplated herein and (iv) good standing certificates from the jurisdiction of organization of PA Newco and each Loan Party. (e) The Agent shall have received the favorable, written opinion of counsel to the Loan Parties and PA Newco, as well as any relevant local counsel to the Loan Parties, as to PA Newco’s and each of the Loan Parties’ status and the legal and binding effect of the transactions contemplated by this Amendment and any of the other Loan Documents executed in connection herewith. (f) The Borrower shall have paid to the Agent for the benefit of each Lender that provides its executed signature page to this Amendment no later than November 14, 2011, an amendment fee equal to 0.10% of such Lender’s Commitment, which shall be fully earned and nonrefundable on the date hereof. (g) The representations and warranties made by of the Obligors under Loan Parties set forth in Section 1 4 of this Amendment shall be true and correct;correct in all material respects. (bh) executed counterparts No Default or Matured Default shall have occurred and be continuing or shall exist. (i) The Agent shall have received the amounts separately agreed upon in the Fee Letter described in Section 5(a)(iii) of this Amendment. (j) The Borrower shall have paid all reasonable and documented fees and expenses of Agent’s counsel, duly executed by the Obligors Fulbright & Xxxxxxxx L.L.P., which are then due and Holders constituting Required Holders owing and for which an invoice shall have been delivered to the Holders; (c) receipt by each Holder of (i) a certificate of the Secretary or Assistant Secretary of each Obligor, dated the date hereof, certifying as to (A) the resolutions attached thereto and the corporate proceedings relating to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in the case of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islands; (d) the Company shall have paid, or reimbursed the Holders for, the reasonable fees, charges and disbursements of special counsel to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively); (e) receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident to the transactions contemplated hereby as the Required Holders or their counsel may reasonably request; and (f) The Obligors shall have provided to the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any Obligorreceived.

Conditions to Effectiveness. The effectiveness of this This Amendment is expressly subject to shall become effective upon receipt by the following conditionsTrustee of: (a) the representations and warranties made by the Obligors under Section 1 of this Amendment shall be true and correct; The Purchase Price; (b) a counterpart hereof, duly executed counterparts and delivered by each of the Company, the Master Servicer, the Servicers and the Trustee; (c) a consent to this Amendment, duly executed by in the Obligors form of Annex A, from Capital Markets Assurance Corporation, as the Enhancement Provider and Holders constituting Required Holders shall have been delivered to the Holders; Control Party for each of the Term Certificates, Series 1994-1, and VFC Certificates, Series 1997-1; (cd) receipt by a secretary's certificate from each Holder of the Company and the Master Servicer certifying (i) a certificate of board resolutions authorizing the Secretary or Assistant Secretary of each Obligor, dated the date hereof, certifying as to (A) the resolutions attached thereto and the corporate proceedings relating to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effectAmendment, and (ii) the incumbency of the natural persons authorized to execute and deliver this Amendment, (Aiii) in the charter and bylaws of the Company or the Master Servicer, as the case may be, being correct and in full force and effect and (iv) copies of the Obligors other than Oaktree Cayman, a recent “"good standing certificate” from standing" certificates issued by the Secretary of State of the State of Delaware (which certificate shall indicate Delaware, certifying that each of the Obligor Company and the Master Servicer, as the case may be, is in good standing and has legal existence in paid all taxes due to the State of Delaware) , and (B) in including as annexes thereto the certificate of incorporation of the Company or the Master Servicer, as the case of Oaktree Cayman, a may be; (e) an officer's certificate of good standing issued by the Registrar a Responsible Officer of Exempted Limited Partnerships in the Cayman Islands; (d) the Company certifying that this Amendment shall have paidnot adversely affect in any material respect the interests of the Series 1994-1 Term Certificateholders or the Series 1997-1 VFC Certificateholders; (f) an opinion of counsel of Pxxx, or reimbursed the Holders forWeiss, the reasonable feesRifkind, charges and disbursements of special Wxxxxxx & Gxxxxxxx, counsel to the HoldersCompany and the Master Servicer, opining as to (i) this Amendment being authorized pursuant to the Pooling Agreement, the Series 1994-1 Supplement and the Series 1997-1 Supplement, and (ii) all conditions precedent to the execution, delivery and performance of this Amendment being satisfied in full; provided and (g) written confirmation from each of Standard & Poor's Corporation and Mxxxx'x Investors Service Inc. stating that the Company shall execution and delivery of this Amendment will not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively); (e) receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, result in each case covering the matters incident to the transactions contemplated hereby as the Required Holders a reduction or their counsel may reasonably request; and (f) The Obligors shall have provided to the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment withdrawal of the Note rating, if any, of the Term Certificates and Guaranty the VFC Certificates. 4. Continuing Effect of the Pooling Agreement. Except as expressly amended, modified and supplemented hereby, the provisions of the Pooling Agreement for each other series of outstanding senior notes of any Obligorare and shall remain in full force and effect. 5. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAW. 6.

Conditions to Effectiveness. The effectiveness of this Amendment is expressly each Transaction shall be subject to the satisfaction of each of the conditions precedent for such Transaction specified in the Master Repurchase Agreement and the satisfaction of each of the following additional conditions: : (a) the representations and warranties made by the Obligors under Section 1 of this Amendment shall be true and correct; a valid Addition Notice has been timely delivered to GS; (b) executed counterparts of this Amendment, duly executed by the Obligors and Holders constituting Required Holders shall have been delivered to the Holders; (c) receipt by each Holder of (i) a certificate of the Secretary or Assistant Secretary of each Obligor, dated the date hereof, certifying as to (A) the resolutions attached thereto and the corporate proceedings relating to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in the case of the Obligors other than Oaktree Caymanfirst Transaction hereunder: (1) the “Closing Date” under and as defined in the Security Indenture shall have occurred, and the Seller shall have acquired a recent “good standing certificate” from the Secretary of State portion of the State Eligible Security in an amount equal to the Purchased Security Notional Amount for such Transaction; and (2) Counterparty shall have initiated the transfer to GS of Delaware (which certificate shall indicate that a par amount of the Obligor is Eligible Securities equal to the Purchased Security Notional Amount for such Transaction pursuant to Paragraph 3(a) of the Master Repurchase Agreement for scheduled settlement substantially in good standing and has legal existence accordance with the then-current market practice in the State of Delaware) and principal market for such Security; (Bc) in the case of Oaktree Caymaneach subsequent Transaction hereunder, the related “Increase” under the Security Indenture shall have occurred, and Counterparty shall have initiated the transfer to GS of a certificate par amount of good standing issued by the Registrar Eligible Securities equal to the Purchased Security Notional Amount for such Transaction pursuant to Paragraph 3(a) of Exempted Limited Partnerships the Master Repurchase Agreement for scheduled settlement substantially in accordance with the then-current market practice in the Cayman Islands; principal market for such Security; (d) no default or event of default with respect to Counterparty has occurred under the Company shall have paid, or reimbursed the Holders for, the reasonable fees, charges Master Repurchase Agreement and disbursements of special counsel to the Holdersis then continuing; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively); (e) receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for no Margin Deficit exists under the Obligors, Master Repurchase Agreement. GS shall prepare and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident deliver to the transactions contemplated hereby as the Required Holders or their counsel may reasonably request; and (f) The Obligors shall have provided to the Holders evidence that the Company has entered into Counterparty a revised Annex A (or is concurrently entering into) a substantially identical (in relation another form setting forth information corresponding to terms) amendment that set forth on Annex A), reflecting the terms of such Transaction, reasonably promptly following the satisfaction of the Note and Guaranty Agreement Conditions to Effectiveness for each other series of outstanding senior notes of any Obligorsuch Transaction.

Conditions to Effectiveness. The effectiveness of this Amendment Agreement (other than this Article IX and Sections 8.3, 8.7 and 8.13 hereof) is expressly subject to the satisfaction of the following conditions: (a) Lender shall have received the representations following, each dated the Closing Date or another date acceptable to Lender, in form and warranties made by the Obligors under Section 1 of this Amendment shall be true substance satisfactory to Lender and correct;its counsel: (bi) executed counterparts of this Amendmentthe Note, duly executed by the Obligors and Holders constituting Required Holders shall have been delivered to the HoldersBorrower; (cii) receipt Control Agreements, each in form and substance satisfactory to Lender, duly executed by Borrower, Lightstone Prime, LLC, Prime Office Chicago and Xxxxxxxxxxxx; (iii) amendments, in form and substance satisfactory to Lender, to each of the Pledge Agreement and the Third Party Security Agreements as defined in, and securing the Indebtedness evidenced by, the Xxxxxxxxxxxx Credit Agreement, providing that the collateral referred to in such Security Agreements shall also secure, on a pari passu basis, the Obligations, duly executed by each Holder of the grantors parties thereto; (iiv) the Guaranties, duly executed by Guarantors; (v) (A) financial statements of Guarantors for the year ended December 31, 2007, certified by Guarantors, and (B) pro forma financial statements for Borrower in form and substance satisfactory to Lender; (vi) an opinion of counsel for Borrower and Guarantors covering such matters incident to the transactions contemplated by this Agreement as Lender may reasonably require, which such counsel is hereby requested by Borrower on behalf of Borrower and Guarantors to provide; (vii) copies of the certificate of incorporation and by-laws of Borrower and a copy of the resolutions of the Board of Directors (or similar evidence of authorization) of Borrower authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which Borrower is or is to be a party, and the transactions contemplated hereby and thereby, attached to which is a certificate of the Secretary or an Assistant Secretary of each Obligor, dated the date hereof, Borrower certifying as to (A) the that such certificate of incorporation and by-laws of Borrower and resolutions attached thereto and the corporate proceedings (or similar evidence of authorization) relating to Borrower are true, complete and accurate copies thereof, have not been amended or modified since the authorization, execution date of such certificate and delivery of this Amendment are in full force and the performance of its obligations hereunder effect and (B) the Obligors’ organization documents currently incumbency, names and true signatures of the officers of Borrower authorized to sign the Loan Documents to which it is a party; (viii) a certified copy of a certificate of the Secretary of State of the state of incorporation of Borrower, as of a recent date, listing the certificate of incorporation of Borrower and each amendment thereto on file in effectsuch official’s office and certifying that (A) such amendments are the only amendments to such certificate of incorporation on file in that office, (B) Borrower has paid all franchise taxes to the date of such certificate, and (iiC) (A) Borrower is in the case of the Obligors other than Oaktree Cayman, a recent “good standing certificate” in that jurisdiction; (ix) a good standing certificate from the Secretary of State of each state in which Borrower is qualified as a foreign corporation, each dated within ten days of the State Closing Date; (x) statements from each Guarantor, in form and substance satisfactory to Lender, detailing all distributions received by such Guarantor in 2007 and 2008 (through the Closing Date and estimated for the remainder of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware2008) and cash flows (Bthrough the Closing Date and estimated for the remainder of 2008, including actual and estimated sources and uses of cash), with related real estate and cash flow disclosures; (xi) a projection of income, expenses and cash flow, in form and substance satisfactory to Lender, in respect of the Collateral Entity Properties for the period from the Closing Date through the Maturity Date; (xii) an updated status report, in form and substance satisfactory to Lender, as to any projected sale (and estimated amount of proceeds) of any of the Scheduled Property; (xiii) the initial negative assurance valuation from the Valuation Firm as to the fair market value of the Collateral Entity Properties; and (xiv) such other agreements, instruments and evidence as Lender deems necessary in its sole and absolute discretion in connection with the transactions contemplated hereby. (b) There shall be no pending or, to the knowledge of Borrower after due inquiry, threatened litigation, proceeding, inquiry or other action (i) seeking an injunction or other restraining order, damages or other relief with respect to the transactions contemplated by this Agreement or the other Loan Documents, or (ii) which affects or could affect the business, prospects, operations, assets, liabilities or condition (financial or otherwise) of any Loan Party, except, in the case of Oaktree Caymanclause (ii), where such litigation, proceeding, inquiry or other action could not reasonably be expected to have a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islands;Material Adverse Effect. (dc) the Company Borrower shall have paid, or reimbursed delivered evidence satisfactory to Lender in its sole discretion that Borrower shall immediately pay, (i) all reasonable fees and expenses of Lender in connection with the Holders fornegotiation, preparation, execution and delivery of the Loan Documents (including, without limitation, all of Lender’s examination, audit, appraisal, valuation and travel expenses and the fees and expenses of counsel to Lender), (ii) the fees referred to in this Agreement that are required to be paid on or before the Closing Date, including, without limitation, the reasonable feesdue diligence deposit fee referred to in Section 2.5 hereof, charges and disbursements (iii) $1,200,000 representing the exit fee payable pursuant to Section 2.2.9 of special counsel to the Holders; provided that 2007 Loan Agreement. (d) Except for consents or authorizations which have been obtained under Section 4.1.3 hereof, no consent or authorization of, filing with or other act by or in respect of any Governmental Authority or any other Person is required in connection with the Company shall not be liable for execution, delivery, performance, validity or enforceability of this Agreement, the attorneys’ fees, costs and disbursements Note or the other Loan Documents or the consummation of more than one firm the transactions contemplated hereby or thereby or the continuing operations of special counsel (which firm shall be Borrower following the firm retained to represent all holders consummation of Notes collectively);such transactions. (e) receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the ObligorsNo Material Adverse Effect shall have occurred, and Walkers (Cayman) LLPno change, special Cayman Islands counsel for Oaktree Caymanoccurrence, in each case covering the matters incident event or development or event involving a prospective change that could reasonably be expected to the transactions contemplated hereby as the Required Holders or their counsel may reasonably request; andhave a Material Adverse Effect shall have occurred and be continuing. (f) The Obligors Loan Parties shall be in compliance with all Legal Requirements and material contracts, other than such noncompliance that could not reasonably be expected to have a Material Adverse Effect. (g) The Liens in favor of Lender under the Pledge Agreements and the Control Agreement shall have provided been duly perfected and shall constitute first priority Liens, and the Collateral subject thereto shall be free and clear of all Liens other than Liens in favor of Lender and Permitted Encumbrances. (h) Lender shall have received evidence satisfactory to it in its sole discretion that Guarantors hold and maintain on a combined basis (without duplication) at least $40,000,000 of Unencumbered Liquid Assets (as defined in the Holders evidence that Guaranties). (i) No Default or Event of Default shall have occurred and be continuing or would result from the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment effectiveness of the Note and Guaranty Agreement for each other series of outstanding senior notes of any Obligorthis Agreement.

Conditions to Effectiveness. The effectiveness of this Second Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which shall become effective as of the Consolidated Amendment Date (as defined below)) is expressly subject to the satisfaction of the following conditionsconditions precedent: (ai) the Agent shall have received counterparts of this Second Amendment that, when taken together, bear the signatures of the Obligors, the Agent and the Required Lenders; (ii) prior to and after giving effect to this Second Amendment, (A) there shall exist no Default or Event of Default and (B) all representations and warranties made by of the Obligors under Section 1 of this Amendment contained herein or in the other Credit Documents shall be true and correctcorrect in all material respects with the same effect as though such representations and warranties had been made on and as of the Second Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made; (biii) executed counterparts of this Amendment, duly executed by the Obligors and Holders constituting Required Holders Agent shall have been delivered received an executed copy of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, each of which shall be reasonably satisfactory in substance and form to the HoldersAgent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effect; (civ) receipt by each Holder the Agent shall have received a pro forma balance sheet of PAMT, in form and substance satisfactory to the Agent and the Required Lenders; (iv) a certificate of the Secretary or Assistant Secretary of each Obligor, dated the date hereof, certifying as to Agent shall have received (A) for the resolutions attached thereto benefit of the Lenders, the fees required to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the corporate proceedings relating Borrower, (C) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the authorizationAgent) in connection with the preparation, execution negotiation and delivery effectiveness of this Second Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization other documents currently being executed or delivered in effectconnection herewith, and (iiD) (A) in the case of the Obligors any other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing amounts due and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued payable by the Registrar of Exempted Limited Partnerships in Borrower hereunder or under the Cayman Islands; (d) the Company shall have paid, Credit Agreement on or reimbursed the Holders for, the reasonable fees, charges and disbursements of special counsel prior to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively); (e) receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident to the transactions contemplated hereby as the Required Holders or their counsel may reasonably requestSecond Amendment Effective Date; and (fvi) The Obligors the Agent shall have provided received such additional documents, instruments and information as the Agent may reasonably request to effect the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any Obligortransactions contemplated hereby.

Conditions to Effectiveness. The effectiveness This Amendment shall become effective on the first date (the “Amendment No. 3 Effective Date”) on which each of this the applicable conditions set forth below have been satisfied (or waived) in accordance with the terms hereof; and the obligations of the New Term Loan Lenders party hereto to make Amendment is expressly Xx. 0 Xxxxxxxxxxx Xxxx Loans, are subject to each of the following conditionsapplicable conditions set forth below having been satisfied (or waived) in accordance with the terms hereof: (a) this Amendment shall have been executed and delivered by the Borrower, the Term Administrative Agent and New Term Loan Lenders representing 100% of the Amendment No. 3 Incremental Term Commitments; (b) the Term Administrative Agent shall have received a certificate of the Borrower dated as of the Amendment No. 3 Effective Date and executed by a secretary, assistant secretary or other senior officer (as the case may be) thereof (i) (A) certifying and attaching the resolutions or similar consents adopted by the Borrower approving or consenting to this Amendment and the Amendment No. 3 Incremental Term Loans, (B) certifying that the certificate of formation and operating agreement of the Borrower have not been amended since the Amendment No. 1 Effective Date, and (C) certifying as to the incumbency and specimen signature of each officer executing this Amendment and any related documents on behalf of the Borrower and (ii) certifying as to the matters set forth in clauses (d), (e) and (g) below; (c) the Term Administrative Agent shall have received a Notice of Borrowing as required pursuant to Section 7.2(a) of the Credit Agreement; (d) the representations and warranties made by the Obligors under in Section 1 4 of this Amendment shall be true and correct; (b) executed counterparts of this Amendment, duly executed by the Obligors correct in all material respects on and Holders constituting Required Holders shall have been delivered to the Holders; (c) receipt by each Holder of (i) a certificate as of the Secretary or Assistant Secretary of each ObligorAmendment No. 3 Effective Date; provided that, dated the date hereof, certifying as to (A) the resolutions attached thereto and the corporate proceedings relating to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in the case of the Obligors other than Oaktree Caymanany such representation and warranty which expressly relates to a given date or period, a recent “good standing certificate” from the Secretary of State such representation and warranty shall be true and correct in all material respects as of the State of Delaware (which certificate shall indicate that respective date or for the Obligor is in good standing and has legal existence in respective period, as the State of Delaware) case may be and (B) in the case of Oaktree Caymanif any such representation and warranty is qualified by or subject to a “material adverse effect”, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islands; (d) the Company shall have paid, “material adverse change” or reimbursed the Holders for, the reasonable fees, charges similar term or qualification such representation and disbursements of special counsel to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm warranty shall be the firm retained to represent true and correct in all holders of Notes collectively)respects; (e) receipt by each Holder no Default or Event of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for Default shall exist on the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident Amendment No. 3 Effective Date before or after giving effect to the transactions contemplated hereby effectiveness of this Amendment and the incurrence of the Amendment No. 3 Incremental Term Loans; (f) the Term Administrative Agent shall have received all fees and other amounts previously agreed to in writing by the Lead Arrangers and the Borrower to be due on or prior to the Amendment No. 3 Effective Date, including, to the extent invoiced at least three Business Days prior to the Amendment No. 3 Effective Date (or such later date as is reasonably agreed by the Required Holders or their counsel may reasonably requestBorrower), the reasonable and documented out-of-pocket legal fees and expenses and the reasonable and documented out-of-pocket fees and expenses of any other advisors in accordance with the terms of the Credit Agreement; (g) the Amendment No. 3 Incremental Term Commitments shall not exceed the Maximum Incremental Facilities Amount; and (fh) The Obligors the Term Administrative Agent shall have provided received a certificate dated as of the Amendment No. 3 Effective Date from the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, or any other senior financial officer of the Borrower to the Holders evidence effect that after giving effect to this Amendment, the Company has entered into (or Borrower is concurrently entering into) a substantially identical (in relation to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any ObligorSolvent.

Conditions to Effectiveness. The effectiveness of this This Amendment is expressly shall be legal, valid and binding on (and as of) the date hereof, and subject to the last paragraph of this Section 3, the amendments implemented pursuant to Section 2.3(b) and Section 2.3(c) hereof shall become effective immediately upon the time at which the following conditions:conditions precedent are satisfied or waived by the Administrative Agent at the direction of the Required Lenders (without giving effect to the New Incremental Loan Commitments held by JPMorgan for purposes of determining Required Lenders at such time) (the date of such satisfaction, the “Amendment No. 2 Effective Date”): (a) The Administrative Agent shall have received each of the representations following, each in form and warranties made by substance reasonably satisfactory to the Obligors under Section 1 Required Lenders and the New Incremental Loan Lenders: (i) counterparts of this Amendment shall be true and correct; (b) executed counterparts of this Amendment, duly executed by the Obligors Borrower, the Administrative Agent, the Lenders that constitute the Required Lenders (determined without giving effect to any New Incremental Loan Commitments held by JPMorgan, but it being understood that the funding of the New Incremental Loans by JPMorgan are approved under this Amendment, and Holders constituting Required Holders shall have been delivered to the HoldersNew Incremental Loans and New Incremental Loan Commitments are hereby voted in favor of this Amendment); (c) receipt by each Holder of (i) a certificate of the Secretary or Assistant Secretary of each Obligor, dated the date hereof, certifying as to (A) the resolutions attached thereto and the corporate proceedings relating to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in the case such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Obligors other than Oaktree CaymanBorrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is Responsible Officer in good standing and has legal existence in the State of Delaware) connection with this Amendment and (B) such documents and certificates (including applicable organizational documents) and, if applicable, good standing certificates in the case jurisdiction of Oaktree Caymanorganization of the applicable Loan Party) as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized and formed, a certificate and that each of them is validly existing and in good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islands; (d) the Company shall have paidstanding, or reimbursed the Holders for, the reasonable fees, charges and disbursements of special counsel except to the Holders; provided extent that the Company shall failure to be so qualified could not reasonably be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained expected to represent all holders of Notes collectively); (e) receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident to the transactions contemplated hereby as the Required Holders or their counsel may reasonably requesthave a Material Adverse Effect; and (f) The Obligors shall have provided to the Holders evidence that the Company has entered into (or is concurrently entering intoiii) a substantially identical (in relation to terms) amendment solvency certificate signed by an officer, director or authorized signatory of the Note and Guaranty Agreement for each other series of outstanding senior notes of any ObligorBorrower.

Conditions to Effectiveness. The effectiveness This Amendment shall become effective on the date (the “Amendment Effective Date”) on which each of this Amendment is expressly subject to the following conditionsconditions is satisfied: (a) The Administrative Agent (or its counsel) shall have received: (i) from Lenders constituting the representations Majority Lenders and warranties made by each of the Obligors under Section 1 other parties hereto either (i) a counterpart of this Amendment shall be true and correctsigned on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (bii) executed counterparts of this Amendment, a duly executed by Synthetic Request of EnergySolutions substantially in the Obligors and Holders constituting Required Holders shall have been delivered form of Exhibit D or as reasonably acceptable to the HoldersAdministrative Agent; (ciii) receipt the loan certificate of EnergySolutions, in substantially the form of Exhibit L, including a certificate of incumbency with respect to each Authorized Signatory, together with appropriate attachments which shall include without limitation, the following items: (A) a copy of the Articles of Organization of EnergySolutions, certified to be true, complete and correct by the Utah Department of Commerce, and a true, complete and correct copy of the operating agreement of EnergySolutions, (B) certificates of good standing for EnergySolutions issued by the Secretary of State or similar state official for each Holder state in which EnergySolutions is required to qualify or has qualified to do business, and (C) a true, complete and correct copy of the appropriate authorizing resolutions of EnergySolutions, authorizing EnergySolutions to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party; (iv) the results of a recent lien search in each relevant jurisdiction (including, without limitation, in the United States Patent and Trademark Office and the United States Copyright Office) with respect to EnergySolutions and each Guarantor, and such search shall reveal no liens on any of the outstanding shares issued by EnergySolutions and no liens on any of the assets of EnergySolutions or any Guarantor reasonably requested, other than liens permitted by the Loan Documents; (v) legal opinions of (i) a certificate of the Secretary or Assistant Secretary of each ObligorWeil, dated the date hereofGotshal & Xxxxxx LLP, certifying as counsel to (A) the resolutions attached thereto and the corporate proceedings relating to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effectEnergySolutions, and (ii) (A) Xxxx Xxxxxxxx Xxxxx Xxx & Xxxxxxxx, Utah counsel to EnergySolutions; each as counsel to EnergySolutions and its Subsidiaries, addressed to each Lender, the Administrative Agent and the Collateral Agent, in form and substance reasonably satisfactory to the case Arranger and its counsel, and dated as of the Obligors Amendment Effective Date; (vi) all other than Oaktree Cayman, a recent “good standing certificate” from documents and other instruments as were provided in connection with the Secretary of State closing of the State Credit Agreement. (b) All corporate and other proceedings, if any, taken or to be taken in connection with this Amendment and all documents incidental thereto, whether or not referred to herein, shall be satisfactory in form and substance to the Administrative Agent and its counsel. (c) The Administrative Agent and the Lead Arranger shall have received all reasonable costs, fees, expenses and other amounts due and payable on or prior to the Amendment Effective Date, including reimbursement or payment of Delaware all out-of-pocket expenses (including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Lead Arranger) required to be reimbursed or paid by EnergySolutions, and for which certificate shall indicate that invoices have been presented to EnergySolutions on or prior to the Obligor is in good standing and has legal existence in business day prior to the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islands;Amendment Effective Date. (d) All other conditions precedent set forth in Section 3.2 of the Company shall have paid, or reimbursed the Holders for, the reasonable fees, charges and disbursements of special counsel to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm Credit Agreement shall be the firm retained to represent all holders of Notes collectively); (e) receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident to the transactions contemplated hereby as the Required Holders or their counsel may reasonably request; and (f) The Obligors shall have provided to the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any Obligorsatisfied.

Conditions to Effectiveness. The effectiveness of this Amendment is expressly the Plan will be subject to usual and customary conditions that are satisfactory to the following conditions: Requisite Consenting Lenders, including the following: (i) all definitive documents contain terms and conditions consistent in all respects with the RSA and will otherwise be in form and substance reasonably acceptable to the Requisite Consenting Lenders to the extent set forth in the RSA or this Term Sheet, and any conditions precedent related thereto shall have been satisfied or waived; (ii) the Bankruptcy Court shall have entered the confirmation order for the Plan in form and substance materially consistent in all respects with this Term Sheet and otherwise acceptable to the Debtors and the Requisite Consenting Lenders, and such confirmation order will not have been reversed, stayed, modified or vacated on appeal and such order shall have become a final order; (iii) all of the schedules, documents and exhibits to the Plan shall be in form and substance materially consistent in all respects with this Term Sheet and otherwise reasonably acceptable in all respects to the Debtors and the Requisite Consenting Creditors; (iv) the RSA will not have been terminated, and will be in full force and effect; (v) the Debtors shall not be in default under the DIP Facility or the orders approving the DIP Facility; (vi) all Transaction Expenses will have been paid in full in cash; (vii) in the event of a Reorganization Transaction, (a) the representations conditions to closing of the Exit Facilities shall have been satisfied or waived and warranties made by the Obligors under Section 1 of this Amendment shall be true and correct; (b) executed counterparts the Reorganized Debtors will have a minimum liquidity (consisting of this Amendmentunrestricted cash and/or revolver availability) of no less than $13 million on a pro forma basis as of the Effective Date, duly executed by after taking into account any reserves required under the Obligors Plan (the “Minimum Liquidity Condition”); and Holders constituting Required Holders (viii) all governmental and third party approvals and consents necessary in connection with the Restructuring shall have been delivered obtained, not be subject to the Holders; (c) receipt by each Holder of (i) a certificate of the Secretary or Assistant Secretary of each Obligor, dated the date hereof, certifying as to (A) the resolutions attached thereto unfulfilled conditions and the corporate proceedings relating to the authorization, execution be in full force and delivery of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose materially adverse conditions on such transactions. The conditions precedent set forth herein may not be waived without the case express prior written consent of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from Debtors and the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islands; (d) the Company shall have paid, or reimbursed the Holders for, the reasonable fees, charges and disbursements of special counsel to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively); (e) receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident to the transactions contemplated hereby as the Required Holders or their counsel may reasonably request; and (f) The Obligors shall have provided to the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any Obligor.Requisite Consenting Lenders. EXHIBIT 1 TO RESTRUCTURING TERM SHEET

Conditions to Effectiveness. The effectiveness This Amendment shall become effective as of this the date first above written (the “Amendment is expressly subject to Effective Date”) when, and only when, the following conditions:conditions have been satisfied (or waived by the Administrative Agent and the Lenders party hereto in their sole discretion): (a) The Administrative Agent shall have received, in immediately available funds, to the representations extent invoiced prior to the Amendment Effective Date, reimbursement or payment of all reasonable out-of-pocket costs and warranties made expenses of the Administrative Agent (including, but not limited to, the reasonable fees and expenses of counsel (including, but not limited to, one local counsel and any specialist counsel in each relevant jurisdiction) to the Administrative Agent) required to be reimbursed or paid by the Obligors Borrower hereunder or under Section 1 of this Amendment shall be true and correct;any other Loan Document. (b) The Administrative Agent shall have received the following 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 form and substance satisfactory to the Administrative Agent: (i) either (A) counterparts of this Amendment duly executed by the Borrower, the Exiting Borrower, the Lenders, the Administrative Agent, and the Fronting Banks or (B) written evidence satisfactory to the Administrative Agent that such parties have signed counterparts of this Amendment, duly executed by the Obligors and Holders constituting Required Holders shall have been delivered to the Holders; (cii) receipt by each Holder certified copies of (iA) the resolutions of the Board of Directors of the Borrower approving this Amendment, the Credit Agreement and the Specified Transactions, and (B) all documents evidencing any other necessary corporate action with respect to this Amendment, the Credit Agreement and the Specified Transactions; (iii) a certificate of the Secretary or an Assistant Secretary of each Obligor, dated the date hereof, Borrower certifying as to (A) the resolutions names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder, (B) that attached thereto are true and correct copies of the corporate proceedings relating to Organizational Documents of the authorizationBorrower, execution in each case as in effect on such date, and (C) that true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Amendment and the performance Credit Agreement have previously been delivered to the Administrative Agent and remain in full force and effect on such date; (iv) a certificate of its obligations hereunder an Authorized Officer of the Borrower (the statements in which shall be true) certifying that, both before and after giving effect to this Amendment, (A) no event has occurred and is continuing that constitutes an Event of Default or an Unmatured Default with respect to the Borrower and (B) all representations and warranties of the Obligors’ organization documents currently Borrower contained in effect, the Credit Agreement and each other Loan Document to which the Borrower is a party are true and correct in all material respects (ii) (A) or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) on and as of the Obligors Amendment Effective Date, as though made on and as of such date (other than Oaktree Caymanany such representation or warranty that by its terms refers to a specific date, a recent “good standing certificate” from the Secretary in which case such representation and warranty shall be true and correct as of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islands;such specific date); and (dv) the Company shall have paid, or reimbursed the Holders for, the reasonable fees, charges and disbursements an opinion of special counsel to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively); (e) receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLPXxxxx Day, special counsel for the ObligorsBorrower. (c) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act and Walkers (Cayman) LLPthe Beneficial Ownership Regulation, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident to the transactions contemplated hereby as extent such documentation or information is requested by the Required Holders or their counsel may reasonably request; and (f) The Obligors shall have provided Administrative Agent on behalf of any Lender prior to the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any ObligorAmendment Effective Date.

Conditions to Effectiveness. The effectiveness This Agreement shall become effective on the first day on which the Administrative Agent and each Funding Agent, on behalf of this Amendment is expressly subject the Initial Purchasers and the PARCO APA Banks, shall have received the following documents, instruments and fees, all of which shall be in a form and substance reasonably acceptable to the following conditionsAdministrative Agent and each Funding Agent: (a) A Certificate of the representations Secretary of the Transferor in substantially the form of Exhibit L hereto certifying (i) the names and warranties made signatures of the officers and employees authorized on its behalf to execute this Agreement and any other documents to be delivered by it hereunder (on which Certificate the Administrative Agent, the Funding Agents, the Initial Purchasers and the PARCO APA Banks may conclusively rely until such time as the Administrative Agent, on behalf of the Initial Purchasers, the PARCO APA Banks and the Funding Agents, shall receive from the Transferor a revised Certificate meeting the requirements of this clause (a)(i)), (ii) a copy of the Transferor's Certificate of Incorporation, certified by the Obligors under Section 1 Secretary of State of the State of Delaware, (iii) a copy of the Transferor's By-Laws, (iv) a copy of resolutions of the Board of Directors of the Transferor approving this Amendment shall be true transaction and correct; (b) executed counterparts of this Amendment, duly executed by the Obligors and Holders constituting Required Holders shall have been delivered to the Holders; (c) receipt by each Holder of (iv) a certificate of the Secretary or Assistant Secretary of each Obligor, dated the date hereof, certifying as to (A) the resolutions attached thereto and the corporate proceedings relating to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in the case of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that certifying the Obligor is in Transferor's good standing and has legal existence in under the laws of the State of Delaware. (b) A Certificate of the Secretary of Xxxxxxx & Xxxxxx Products Co. in substantially the form of Exhibit L hereto certifying (i) the names and signatures of the officers and employees authorized on its behalf to execute this Agreement and any other documents to be delivered by it hereunder (on which Certificate the Administrative Agent, the Funding Agents, the Initial Purchasers and the PARCO APA Banks may conclusively rely until such time as the Administrative Agent, on behalf of the Initial Purchasers, the PARCO APA Banks and the Funding Agents, shall receive from C&A a revised Certificate meeting the requirements of this clause (b)(i)), (ii) a copy of C&A's Certificate of Incorporation, certified by the Secretary of State of the State of Delaware, (iii) a copy of C&A's By-Laws, (iv) a copy of resolutions of the Board of Directors of C&A approving this transaction and (Bv) in the case of Oaktree Cayman, a certificate of the Secretary of State of the State of Delaware certifying C&A's good standing issued by under the Registrar laws of Exempted Limited Partnerships in the Cayman Islands;State of Delaware. (c) Executed copies of the Lock-box Agreements relating to each of the Lock-Box Banks and the Lock-Box Accounts. (d) the Company shall have paid, or reimbursed the Holders for, the reasonable fees, charges and disbursements An opinion of special counsel to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively); (e) receipt by each Holder of opinions from Xxxxxx Xxxxxx Stroock & Stroock & Xxxxx, LLP, special counsel for to the ObligorsTransferor and the Sellers (excluding the Canadian Sellers), addressed to the Administrative Agent, the Initial Purchasers, the PARCO APA Banks and Walkers each Funding Agent, in form and substance reasonably acceptable to the Administrative Agent and each Funding Agent, regarding substantive consolidation in the event of a bankruptcy of a Seller and such other matters as the Administrative Agent or a Funding Agent may reasonably request. (Caymane) An opinion of Stroock & Stroock & Xxxxx, LLP, special Cayman Islands counsel for Oaktree Caymanto the Transferor and the Sellers (excluding the Canadian Sellers), addressed to the Administrative Agent, the Initial Purchasers, the PARCO APA Banks and the Funding Agent, in form and substance reasonably acceptable to the Administrative Agent and each case covering Funding Agent, regarding "true sale" between each Seller and the Transferor in the event of a bankruptcy of a Seller and such other matters incident as the Administrative Agent or a Funding Agent may reasonably request. (f) An opinion of special counsel to each Seller, addressed to the Administrative Agent, the Initial Purchasers, the PARCO APA Banks and each Funding Agent, in form and substance reasonably acceptable to the Administrative Agent and each Funding Agent, regarding the validity, perfection and priority of the security interest granted by each Seller to the Transferor and such other matters as the Administrative Agent or a Funding Agent may reasonably request. (g) An opinion of Canadian special counsel to each Canadian Seller, addressed to the Administrative Agent, the Initial Purchasers, the PARCO APA Banks and each Funding Agent, in form and substance reasonably acceptable to the Administrative Agent and each Funding Agent, regarding substantive consolidation in the event of a bankruptcy of a Canadian Seller and regarding "true sale" between each Canadian Seller and the Transferor in the event of a bankruptcy of a Canadian Seller. (h) An opinion of special counsel to the Transferor, addressed to the Administrative Agent, the Initial Purchasers, the PARCO APA Banks and each Funding Agent, in form and substance reasonably acceptable to the Administrative Agent and each Funding Agent, regarding the validity, perfection and priority of the security interest granted by the Transferor to the Administrative Agent, on behalf of the Initial Purchasers and the PARCO APA Banks and such other matters as the Administrative Agent or a Funding Agent may reasonably request. (i) An opinion of Stroock & Stroock & Xxxxx, LLP, special counsel to the Transferor and each Seller, addressed to the Administrative Agent, the Initial Purchasers, the PARCO APA Banks and each Funding Agent, in form and substance reasonably acceptable to the Administrative Agent and each Funding Agent, regarding the enforceability of the Transaction Documents to which each is a party and the validity of the creation of the security interest. (j) An opinion of the general counsel of each Seller, the Guarantor and the Transferor, addressed to the Administrative Agent, the Initial Purchasers, the PARCO APA Banks and each Funding Agent, in form and substance reasonably acceptable to the Administrative Agent and each Funding Agent, regarding certain corporate matters. (k) An executed copy of this Agreement and each other Transaction Document to be executed by the Transferor, the Guarantor, the Collection Agent and each Seller. (l) An executed copy of the Liberty Liquidity Asset Purchase Agreement. (m) Confirmation from the Redwood Funding Agent that the transaction contemplated by the Redwood Liquidity Documents has been consummated. (n) Evidence that the Structuring Fee has been paid to Chase Securities Inc. (i) A Weekly Report dated as of the most recent Weekly Report Date immediately preceding the Closing Date and (ii) a Settlement Report for the month of November 1999. (p) The executed Fee Letters and payment of all fees required to be paid on the Closing Date, and reimbursement of the Administrative Agent, the Funding Agents, the Initial Purchasers and the PARCO APA Banks for all costs and expenses of the closing of the transaction (including legal fees and costs) subject to the maximum amounts set forth in the Engagement Letter between the Transferor and Chase Securities Inc. referred to in the Fee Letters. (q) The following financial information of the Parent and its Subsidiaries: (i) audited financial statements prepared in accordance with GAAP on a consolidated and consolidating basis (consolidating statements need not be audited by such accountants) for the period December 28, 1997 through December 26, 1998 and (ii) consolidated and consolidating unaudited financial statements for the fiscal quarter ended September 25, 1999. (r) Evidence of the establishment of the Collection Accounts. (s) A letter from S&P confirming its rating of each Initial Purchasers' Commercial Paper or that such rating will not be withdrawn or downgraded after giving effect to this Agreement and the transactions contemplated hereby. (t) A letter from Moody's confirming its rating of each Initial Purchasers' Commercial Paper or that such rating will not be withdrawn or downgraded after giving effect to this Agreement and the transactions contemplated hereby. (u) A Certificate of a Responsible Officer of each Seller and a Responsible Officer of the Transferor certifying that the representations and warranties of each Seller set forth in Section 4.1 of the Receivables Purchase Agreement and the Transferor set forth in Section 3.1 hereof are true and correct in all material respects as of the Closing Date. (v) After giving effect to the transactions contemplated hereby hereby, the Transferor shall have outstanding no indebtedness or preferred stock other than (i) financing under the Facility and (ii) other indebtedness as the Required Holders or their counsel may reasonably request; andagreed upon by each Funding Agent and PARCO APA Banks. (fw) Each Funding Agent has performed a review of the Credit and Collection Policy. (x) An executed copy of the Guaranty, substantially in the form of Exhibit N, executed and delivered by the Guarantor to the Administrative Agent. (y) The Obligors Required Currency Hedge shall have provided to be in place for the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any Obligorrequired Hedge Notional Amount.

Conditions to Effectiveness. The effectiveness of this Amendment is expressly subject to the following conditions: (a) the representations and warranties made by the Obligors under Section 1 of this Amendment shall be true become effective only upon the satisfaction of all of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the “First Amendment Effective Date”): (i) On or before the First Amendment Effective Date, Borrower and correcteach Guarantor shall have delivered to the Lenders (or to Agent for the Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) executed originals of this Amendment; (bii) executed counterparts of On or before the First Amendment Effective Date, Borrower shall execute and deliver to Agent new Notes for each Lender whose Commitment (as reflected on Schedule 1.2, as amended pursuant to this Amendment, duly executed by ) has changed so that the Obligors and Holders constituting Required Holders maximum principal amount of such Lender’s Note shall have been delivered to the Holdersequal its Commitment; (ciii) receipt by each Holder of On or before the First Amendment Effective Date, Agent shall have received (ia) a certificate of the Secretary or Assistant Secretary Company to the effect that each of the certifications made in the Member’s Certificate dated March 17, 2003 which was delivered in connection with the Instrument of Adherence are remade on and as of the date of the certificate described in this clause (a), (b) a certificate of the Company to the effect that each Obligorof the certifications, including, without limitation, as to incumbency of authorized officers, made in the Secretary’s Certificate dated March 17, 2003 which was delivered in connection with the Instrument of Adherence are remade on and as of the date of the certificate described in this clause (b), except that new resolutions adopted by the Company’s Board of Directors authorizing the transactions described herein shall be attached to such certificate and certified by its secretary to be true and complete and in effect on the date hereof, certifying as (c) originally executed copies of a written opinion of counsel, addressed to (A) the resolutions attached thereto Lenders and the corporate proceedings Agent, relating to the due authorization, execution and delivery of this Amendment and of such new Notes and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effectenforceability thereof, and (ii) (A) substantially in the case form of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State relevant portions of the State opinion delivered pursuant to § 10.6 of Delaware (which certificate shall indicate that the Obligor is in good standing Credit Agreement and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islands; (d) a Compliance Certificate dated the Company shall have paid, or reimbursed the Holders for, the reasonable fees, charges and disbursements of special counsel to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively); (e) receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident to the transactions contemplated hereby as the Required Holders or their counsel may reasonably requestdate hereof; and (fiv) The Obligors Borrower (x) shall have provided paid to Agent all fees due and payable by Borrower pursuant to § 4.1 of the Credit Agreement and pursuant to the Holders evidence that fee agreement with respect to the Company has entered into Additional Commitment between Xxxxx and Borrower dated April 22, 2003 and (or is concurrently entering intoy) a substantially identical (shall have paid all other expenses as provided in relation to terms) amendment § 15 of the Credit Agreement due and payable by Borrower as of the First Amendment Effective Date. In furtherance of the foregoing clause (ii), each Lender receiving a replacement Note pursuant to the foregoing clause (ii) covenants that it shall promptly surrender to Agent, and Guaranty Agreement Agent covenants that it shall promptly thereafter return to Borrower for each other series of outstanding senior notes of any Obligorcancellation, such Lender’s existing Note replaced thereby.

Conditions to Effectiveness. The effectiveness occurrence of this Amendment is expressly the Effective Date shall be subject to the following conditions: (a) the representations senior secured asset backed revolving credit agreement dated May 13, 2009 among Sealy Mattress Company, the Subsidiary Guarantors named therein, Sealy Mattress Corporation, Sealy Corporation, JPMorgan Chase Bank, N.A., as administrative agent and warranties made by collateral agent, X.X. Xxxxxx Securities Inc., as joint lead arranger and joint bookrunner, GE Capital Markets, Inc., as joint lead arranger and joint bookrunner, Citigroup Global Markets Inc., as joint lead arranger and joint bookrunner, General Electric Capital Corporation, as co-collateral agent, and other lenders from time to time parties thereto and the Obligors under Section 1 related security documents, intercreditor agreements and guarantees (collectively, the “ABL Agreements”) shall have been duly authorized, executed and delivered by, and shall constitute valid and binding agreements of, Sealy Mattress Company and the Guarantors named therein, and the terms of this Amendment the ABL Agreements shall be true and correctreasonably satisfactory to Purchaser; (b) executed counterparts of this Amendmentthe First Lien Notes and the related indenture, duly executed by security documents, intercreditor agreements and guarantees (collectively, the Obligors and Holders constituting Required Holders “First Lien Agreements”) shall have been duly authorized, executed and delivered by, and shall constitute valid and binding obligations of, Sealy Mattress Company and the Guarantors named therein, and the terms of the First Lien Agreements shall be reasonably satisfactory to the HoldersPurchaser; (c) receipt by each Holder of (i) a certificate the guarantors of the Secretary or Assistant Secretary of each Obligor, dated the date hereof, certifying as to (A) the resolutions attached thereto ABL and the corporate proceedings relating to First Lien Notes (the authorization, execution and delivery of this Amendment and “Guarantors”) shall have delivered the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and (ii) (A) guarantees in the case of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is form set forth in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman IslandsAnnex A guaranteeing Sellers’ obligations to Purchaser under this Confirmation; (d) the Company shall have paidterms of the Convertible Notes and the related indenture (the “Indenture”), or reimbursed the Holders forsecurity documents, intercreditor agreement, registration rights agreement and guarantees (collectively, the reasonable fees“Convertible Notes Agreements”), charges and disbursements of special counsel to the Holders; provided that the Company shall not be liable for the attorneys’ feesas described in Annex B hereto, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained satisfactory to represent all holders of Notes collectively)Purchaser; (e) receipt no stop order suspending the effectiveness of the registration statement on Form S-3 covering the registration of the Rights and Convertible Notes and such registration statement shall be in effect; (f) the prospectus supplement to be filed by the Company and Parent with the Securities and Exchange Commission (the “SEC”) describing the terms of the Rights Offering and the Convertible Notes (the “Prospectus Supplement”, together with the ABL Agreements, First Lien Agreements and Convertible Notes Agreements, the “Transaction Agreements”) shall be satisfactory to Purchaser; (g) all of the representations and warranties of the Company and Parent hereunder and under the Agreement shall be true and correct on the Effective Date; (h) the Company and Parent shall, on or prior to the Effective Date, have performed all of the obligations required to be performed by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel them hereunder and under the Agreement and have been in compliance with all of the covenants hereunder and under the Agreement; (i) Parent shall have obtained all New York Stock Exchange approvals required for the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident to the transactions contemplated hereby as the Required Holders or their counsel may reasonably requestTransaction; and (fj) The Obligors the Company and Parent shall have provided delivered to Purchaser an opinion of counsel in form and substance reasonably satisfactory to Purchaser. If the Holders evidence that Effective Date shall not have occurred by June 5, 2009, the Company has entered into (or is concurrently entering into) a substantially identical (Transaction shall automatically terminate on such date and the parties shall have no further obligations in relation to terms) amendment of connection with the Note and Guaranty Agreement for each other series of outstanding senior notes of any ObligorTransaction.

Conditions to Effectiveness. The effectiveness of this Amendment is expressly This Agreement shall become effective on the Closing Date subject to the satisfaction (or waiver by the Required Lenders) of the following conditions: (a) Agent and the representations and warranties made by the Obligors under Section 1 Lenders shall have received executed counterparts of this Amendment shall Agreement and each other Facility Document set forth on the closing checklist attached hereto as Exhibit D and indicated therein as being required to be true and correctdelivered on or prior to the Closing Date; (b) executed counterparts of this Amendment, Agent and the Lenders shall have received at least three (3) Business Days prior to the Closing Date a duly executed W-9 (or other applicable tax form) of the Borrower and all documentation and other information required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Obligors and Holders constituting Required Holders shall have USA Patriot Act, that has been delivered to reasonably requested by Agent or any Lender at least ten (10) days in advance of the Holders;Closing Date; and (c) receipt by the Agent and the Lenders shall have received (w) an opinion of Dxxxx Xxxx & Wxxxxxxx LLP, counsel to the Loan Parties organized under the laws of the United States, any state thereof or the District of Columbia, (x) an opinion of Morris, Nichols, Arsht & Txxxxxx LLP, counsel to the Loan Parties organized under the laws of Delaware, (y) an opinion of Hxxxxxxxx XX, Swiss counsel to the Loan Parties, and (z) an opinion of Kxxxxx Xxxxxx Rosenman UK LLP, U.K. counsel to the Agent, in each Holder of case, in form and substance reasonably satisfactory to the Lenders; and (d) Agent and Lenders shall have received: (i) a certificate copy of a resolution of the Secretary or Assistant Secretary board of each Obligor, dated directors of the date hereof, certifying as to English Loan Party (A) approving the resolutions attached thereto terms of, and the corporate proceedings relating transactions contemplated by the Facility Documents to which it is a party and resolving that it shall execute, deliver and perform the authorizationFacility Documents to which it is a party, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) authorising a specified person or persons to execute the Obligors’ organization Facility Documents 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 currently and to be signed and/or despatched by it under or in effectconnection with the Facility Documents to which it is a party; (ii) a copy of a resolution of the sole member of the English Loan Party approving the terms of, and the transactions contemplated by the Facility Documents to which it is a party; and (iii) a certificate signed by a director of the English Loan Party appending (A) a specimen of the signature of each person authorised by the resolution referred to in clause (i) above who will execute the Facility Documents and related documents (B) a copy of a resolution of the board of directors and sole member, respectively referred to in clauses (i) and (ii) above, (AC) a copy of its constitutional documents comprising its certificate of incorporation, articles of association and (if any) certificate of change of name and (D) certifying as to no breach of any borrowing/guaranteeing applicable limit, certifying that each copy document is correct, complete and in the case of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing full force and effect and has legal existence in not been amended or superseded as at a date no earlier than the State date of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islands; (d) the Company shall have paid, or reimbursed the Holders for, the reasonable fees, charges and disbursements of special counsel to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively); (e) receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident to the transactions contemplated hereby as the Required Holders or their counsel may reasonably request; and (f) The Obligors shall have provided to the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any Obligorthis Agreement.

Conditions to Effectiveness. The On or prior to the effectiveness of this Amendment is expressly subject to Agreement, each Managing Agent, the Agent and the Surety Provider shall have received the following conditionsdocuments, instruments, and fees, all of which shall be in a form and substance acceptable to each of them, or the following actions shall have occurred: (a) each Managing Agent, the representations Agent and warranties made by the Obligors under Section 1 Surety Provider shall have received a copy of this Amendment shall be true and correct; (b) executed counterparts of this Amendment, the Insurance Agreement duly executed by the Obligors parties thereto and Holders constituting Required Holders the original executed Surety Bond shall have been delivered to the HoldersCollateral Agent; (b) each Managing Agent, the Agent and the Surety Provider shall have received a Good Standing Certificate for (i) the Borrower issued by the Secretary of State of Delaware; (ii) for the Depositor issued by the Secretary of State of Florida; (iii) for the Originator, issued by the Secretary of State of Florida; and (iv) for each Eligible Originator, issued by the Secretary of State of Texas, in each case, the certificates of qualification in all foreign jurisdictions where such qualification is material to the transactions contemplated by this Loan Agreement or the other Operative Documents; (c) receipt by each Holder Managing Agent, the Agent and the Surety Provider shall have received an Opinion of Counsel of special counsel to the Borrower, the Originator, the Eligible Originators and the Depositor, covering certain tax, corporate, enforceability, perfection and priority matters set forth in Exhibit C hereto; (i) each Managing Agent, the Agent and the Surety Provider shall have received this Loan Agreement, the BAT Agreement, the DAT Agreement, the Master Servicing Agreement, the Subservicing Agreement and the CCA Agreement, duly executed by the parties thereto and a certified copy of the Trust Agreement duly executed by the Depositor, as Grantor, and the Owner Trustee and (ii) the Agent shall have received the VFN, duly executed by the Borrower; (i) each Managing Agent, the Agent shall have received the Fee Letter related to its Group duly executed by the parties thereto; (ii) the Borrower shall have paid or caused to be paid to the Agent all amounts to be paid on the Closing Date pursuant to such Managing Agent’s Fee Letter; and (iii) the Surety Provider shall have received any amounts required to be paid to it pursuant to the Insurance Agreement on the Closing Date; (f) a certificate of the Secretary secretary or Assistant assistant secretary of each of the Borrower, Depositor, each Eligible Originator and Originator certifying and (in the case of clauses (i) through (iii)) attaching as exhibits thereto, among other things: (i) the articles of incorporation of such entity (certified by the Secretary of State or other similar official of the such entity’s jurisdiction of incorporation or organization, as applicable, as of a recent date); (ii) the by-laws of such entity; (iii) resolutions of the board of directors or other governing body of such entity authorizing the execution, delivery and performance by it of each ObligorOperative Document to be delivered by it hereunder or thereunder and all other documents evidencing necessary corporate action (including shareholder consents) and government approvals, dated if any; and (iv) the date hereofincumbency, certifying as authority and signature of each officer of such entity executing the Operative Documents or any certificates or other documents delivered hereunder or thereunder on behalf of it; (g) each Managing Agent, the Agent and the Surety Provider shall have received an Opinion of Counsel to the Originator, Eligible Originators and the Depositor (i) addressing the true sale of the Accounts (A) from the resolutions attached thereto Originator and the corporate proceedings relating each Eligible Originator to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder Depositor and (B) from the Obligors’ organization documents currently in effect, Depositor to the Borrower; and (ii) (A) to the effect that, in the case event of the Obligors other than Oaktree Caymaninsolvency of the Originator, a recent “good standing certificate” from any Eligible Originator or the Secretary Depositor, the Borrower would not be substantively consolidated with any such Person for purposes of the Bankruptcy Code; (h) each Managing Agent, the Agent and the Surety Provider shall have received lien searches in the State of Florida with respect to the Originator and the Depositor, the State of its incorporation with respect to any Eligible Originator, and in the State of Delaware with respect to the Borrower, in form and substance satisfactory to the Agent and the Surety Provider; (which certificate i) each Managing Agent, the Agent and the Surety Provider shall indicate that have received an opinion of counsel to the Obligor is Collateral Agent, in good standing form and has legal existence substance satisfactory to the Agent and the Surety Provider; (j) each Managing Agent, the Agent shall have received an opinion of the Vice President and Assistant General Counsel to the Surety Provider, in form and substance satisfactory to the Agent; (k) all amounts, fees and expenses required to be paid on or prior to the Closing Date pursuant to each Managing Agent’s Fee Letter (to the extent not covered pursuant to clause (e) of this Section 4.1) and Section 7.4 hereof; (l) each Managing Agent, the Agent and the Surety Provider shall have received (i) financing statements on Form UCC-3 terminating all existing security interests in the State Collateral and (ii) financing statements on Form UCC-1 (A) naming each of Delaware) the Originator and Eligible Originator as Debtor/Seller and the Depositor as Secured Party/Purchaser; (B) in naming the case of Oaktree Cayman, a certificate of good standing issued by Depositor as Debtor/Seller and the Registrar of Exempted Limited Partnerships in Borrower as Secured Party/Purchaser; and (C) naming the Cayman Islands; (d) Borrower as Debtor and the Company shall have paid, or reimbursed the Holders for, the reasonable fees, charges and disbursements of special counsel to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively); (e) receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident to the transactions contemplated hereby Collateral Agent as the Required Holders or their counsel may reasonably requestSecured Party; and (fm) The Obligors the Agent and the Surety Provider shall have provided to the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment received such other approvals, documents, instruments, certificates and opinions as either of the Note and Guaranty Agreement for each other series of outstanding senior notes of any Obligorthem shall reasonably request.

Conditions to Effectiveness. The effectiveness This Agreement shall --------------------------- become effective on the first day on which the Funding Agent shall have received the following documents, instruments and fees, all of this Amendment is expressly subject which shall be in a form and substance reasonably acceptable to the following conditions:Funding Agent, PARCO and the APA Banks (such day, the "Effective Date"): -------------- (a) A Certificate of the representations and warranties made by Secretary of the Obligors under Section 1 Transferor in substantially the form of this Amendment shall be true and correct; (b) executed counterparts of this Amendment, duly executed by the Obligors and Holders constituting Required Holders shall have been delivered to the Holders; (c) receipt by each Holder of Exhibit J hereto certifying (i) a certificate the names and signatures of the Secretary or Assistant Secretary of each Obligorofficers and employees authorized on its behalf to execute this Agreement and any other documents to be delivered by it hereunder (on which Certificate the Funding Agent, dated the date hereof, certifying as to (A) the resolutions attached thereto PARCO and the corporate proceedings relating to APA Banks may conclusively rely until such time as the authorization, execution and delivery Funding Agent shall receive from the Transferor a revised Certificate meeting the requirements of this Amendment and the performance of its obligations hereunder and clause (B) the Obligors’ organization documents currently in effecta)(i)), and (ii) (A) in the case a copy of the Obligors other than Oaktree CaymanTransferor's Certificate of Incorporation, a recent “good standing certificate” from certified by the Secretary of State of the State of Delaware Delaware, (which iii) a copy of the Transferor's By-Laws, (iv) a copy of resolutions of the Board of Directors of the Transferor approving this transaction and (v) certificate shall indicate that of the Obligor is in good standing and has legal existence in Secretary of State of the State of DelawareIllinois certifying the Transferor's good standing under the laws of the State of Illinois. (b) A Certificate of the Secretary of the Originator in substantially the form of Exhibit J hereto certifying (i) the names and signatures of the officers and employees authorized on its behalf to execute this Agreement and any other documents to be delivered by it hereunder (on which Certificate the Funding Agent, PARCO and the APA Banks may conclusively rely until such time as the Funding Agent shall receive from the Originator a revised Certificate meeting the requirements of this clause (b)(i)), (ii) a copy of the Originator's Certificate of Incorporation, certified by the Secretary of State of the State of California, (iii) a copy of the Originator's By-Laws, (iv) a copy of resolutions of the Board of Directors of the Originator approving this transaction and (Bv) certificate of the Secretary of State of the State of Illinois certifying the Originator's good standing under the laws of the State of Illinois. (c) Copies of proper financing statements (Form UCC-1), dated a date reasonably near to the Effective Date, naming the Transferor as the debtor, the Funding Agent, as secured party, and other similar instruments or documents as may be necessary or, in the case reasonable opinion of Oaktree Caymanthe Funding Agent, a certificate desirable under the Relevant UCC of good standing issued by all appropriate jurisdictions or any comparable law to perfect the Registrar of Exempted Limited Partnerships Funding Agent's security interest in the Cayman Islands;all Receivables, Related Security and Collections. (d) Copies of proper financing statements (Form UCC-1), dated a date reasonably near to the Company shall have paidEffective Date, or reimbursed naming the Holders forOriginator as debtor/seller, the Transferor as secured party/purchaser, and the Funding Agent, as assignee of the secured party/purchaser, and other similar instruments or documents as may be necessary or, in the reasonable feesopinion of the Funding Agent, charges desirable under the relevant UCC of all appropriate jurisdictions or any comparable law to perfect the Transferor's interest in all Receivables, Related Security and disbursements Collections. (e) Copies of proper financing statements (Form UCC-3), if any, necessary to terminate all security interests and other rights of any person in Receivables previously granted by the Transferor. (f) Copies of proper financing statements (Form UCC-3), if any, necessary to terminate all security interests and other rights of any person in Receivables previously granted by the Originator. (g) Certified copies of requests for information or copies (Form UCC- 11) (or a similar search report certified by parties acceptable to the Funding Agent), dated a date reasonably near the Effective Date, listing all effective financing statements which name the Transferor and the Originator (under their respective present names and any previous names) as debtor and which are filed in jurisdictions in which the filings were made pursuant to items (i) or (j) above together with copies of such financing statements (none of which shall cover any Receivables or Contracts). (h) Executed copies of the Lock-Box Agreements relating to each of the Lock-Box Banks and the Lock-Box Accounts. (i) An opinion of Xxxxxx Xxxxxx, in-house counsel to the Parent, re: corporate matters. (j) An opinion of King & Spalding, special counsel to the Holders; provided that Transferor and the Company shall not be liable for the attorneys’ feesOriginator, costs and disbursements re: substantive nonconsolidation. (k) An opinion of more than one firm of King & Spalding, special counsel (which firm shall be to the firm retained to represent all holders of Notes collectively);Transferor and the Originator, re: true sale between the Originator and the Transferor. (el) receipt by An opinion of King & Spalding, special counsel to the Transferor and the Originator, re: enforceability of the Transaction Documents to which each Holder is a party, validity of opinions from the security interests granted under the Transaction Documents and other corporate matters. (m) An opinion of Winston & Xxxxxx Xxxxxx & Xxxxx, LLP, special Illinois counsel for to the ObligorsOriginator, re: perfection and Walkers priority of the interest conveyed by the Originator to the Transferor. (Caymann) An opinion of Winston & Xxxxxx LLP, special Cayman Islands Illinois counsel for Oaktree Cayman, in each case covering the matters incident to the transactions contemplated hereby Transferor, re: validity, perfection and priority of the security interest granted by the Transferor to the Funding Agent. (o) An executed copy of this Agreement and each other Transaction Document, together with a copy of the Credit Agreement and the amendment thereto dated December 4, 1998 thereto (which amendment shall be in full force and effect). (p) Evidence that the fees specified in the Fee Letter for payment on or prior to the Effective Date have been paid to the Funding Agent. (q) A Settlement Report for October 1998. (r) Rating confirmation letters of Standard & Poor's and Xxxxx'x relating to the Commercial Paper. (s) Such other documents, instruments, certificates and opinions as the Required Holders or their counsel may Funding Agent shall reasonably request; and (f) The Obligors shall have provided to the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any Obligor.

Conditions to Effectiveness. The effectiveness This Agreement shall become effective as of this Amendment is expressly subject to the date first written above (the "Forbearance Effective Date") upon the satisfaction of each of the following conditions: (a) The Lender shall have received this Agreement (or counterparts hereof) duly executed by each Credit Party and the representations and warranties made by the Obligors under Section 1 of this Amendment shall be true and correctLender; (b) executed counterparts The Lender shall have received a certificate signed by a duly authorized officer of each Borrower certifying, as of the Forbearance Effective Date, (i) that all conditions precedent to the effectiveness of this Amendment, duly executed by the Obligors and Holders constituting Required Holders shall Agreement have been delivered satisfied, (ii) that no Events of Default other than the Current Events of Default have occurred, (iii) that since the date of the Loan Agreement, no amendments, modifications or other changes have been made to each Borrower's articles of incorporation, certificate of formation or to any other organizational or governing documents of such Borrower and (iv) the Holdersresolutions of each Borrower's board of managers authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (c) receipt by each Holder of (i) a certificate All of the Secretary or Assistant Secretary representations and warranties of each Obligor, dated the date hereof, certifying Borrower contained in this Agreement shall be true and correct on and as to (A) the resolutions attached thereto and the corporate proceedings relating to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in the case of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman IslandsForbearance Effective Date; (d) All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the Company transactions described in this Agreement shall have paid, or reimbursed the Holders for, the reasonable fees, charges be reasonably satisfactory in form and disbursements of special counsel substance to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively)Lender; (e) receipt by each Holder The Credit Parties shall deliver to the Lender, free and clear of opinions from Xxxxxx Xxxxxx & Xxxxxall liens, LLPsecurity interests or other encumbrances, special counsel the "Second Cherry Hill Note" described in the Credit Parties' Form 10-K filed with the Securities and Exchange Commission for the Obligorsfiscal year ended June 30, and Walkers 2005 (Cayman) LLPthe "Second Cherry Hill Note"), special Cayman Islands counsel for Oaktree Cayman, in each case covering which promissory note shall constitute a portion of the matters incident to Collateral securing the transactions contemplated hereby as the Required Holders or their counsel may reasonably requestObligations; and (f) The Obligors Borrower shall have provided paid to the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (Lender, in relation to terms) amendment immediately available funds, all fees and expenses reimbursable by Borrower as of the Note and Guaranty Agreement for each other series Forbearance Effective Date pursuant to Section 6(b) of outstanding senior notes of any Obligorthe Loan Agreement.

Conditions to Effectiveness. The effectiveness of this This Amendment is expressly subject to shall not be effective until the following conditionsconditions precedent have been satisfied: (a) the representations Lender shall have received, in form and warranties made by substance satisfactory to the Obligors under Section 1 Lender, each of the following: (i) counterparts of this Amendment shall be true executed by the Borrower, the Lender and correcteach Guarantor; (bii) an amended and restated Note executed counterparts by the Borrower (the “Amended and Restated Note”); (iii) a counterpart of a supplement to the Guaranty executed by each Additional Guarantor (the “Guaranty Supplement”); (iv) by the Borrower of this Amendment, duly the Amended and Restated Note, and each of the other Loan Documents to be executed by the Obligors and Holders constituting Required Holders shall Borrower in connection herewith; (C) that neither the certificate of formation nor the bylaws of the Borrower have been delivered amended, restated, modified, or repealed in any respect since the Closing Date and are in full force and effect as of the date hereof; and (D) as to the Holders; (c) receipt by each Holder of (i) a certificate of the Secretary or Assistant Secretary appropriate government officials as to the existence and good standing of the Borrower in the State of Delaware, dated a date acceptable to the Lender; (v) a certificate, in form and substance reasonably acceptable to the Lender, of each Obligor, dated the date hereof, Additional Guarantor executed by a Managerial Official of such Additional Guarantor certifying as to (A) the resolutions attached thereto names and titles of the corporate proceedings relating officers of such Additional Guarantor authorized to sign the authorizationGuaranty Supplement and each of the other Loan Documents to be executed by such Additional Guarantor in connection herewith (including the certificates contemplated herein), execution and delivery together with specimen signatures of this Amendment and the performance of its obligations hereunder and such officers; (B) resolutions of the Obligors’ members, managers or other appropriate governing body of such Additional Guarantor, which resolutions authorize the execution, delivery, and performance by such Additional Guarantor of the Guaranty Supplement and each of the other Loan Documents to be executed by such Additional Guarantor in connection herewith; (C) original certified or file–stamped copies of the certificate of formation, articles of organization, or other similar organizational document of such Additional Guarantor, certified as true, correct and complete by the appropriate authority in its jurisdiction of organization documents currently as of a date acceptable to the Lender; (D) a true, correct, and complete copy of the operating agreement or other similar organizational document of such Additional Guarantor; and (E) certificates of the appropriate government officials as to the existence and good standing of such Additional Guarantor in effect, (i) its jurisdiction of organization and (ii) each other jurisdiction in which such Additional Guarantor is required to qualify to do business, each dated a date acceptable to the Lender; (Avi) in the case of the Obligors such other than Oaktree Caymandocuments, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing instruments and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued certificates as reasonably requested by the Registrar Lender; (b) the Lender shall have received payment or evidence of Exempted Limited Partnerships payment of all fees and expenses owed by the Borrower to the Lender including, without limitation, the reasonable fees and expenses of Xxxxxxxx PC, counsel to the Lender; (c) the Lender shall have received evidence, in form and substance reasonably satisfactory to the Cayman IslandsLender, that all actions required to be taken by the Borrower and each other Loan Party in connection with the transactions contemplated by this Amendment have been taken; (d) the Company representations and warranties contained in the Loan Agreement and in each other Loan Document shall have paidbe true and correct as of the date hereof, or reimbursed the Holders for, the reasonable fees, charges and disbursements of special counsel except to the Holders; provided extent that the Company shall not be liable for the attorneys’ feessuch representations and warranties specifically refer to an earlier date, costs and disbursements of more than one firm of special counsel (in which firm case they shall be the firm retained to represent all holders true and correct as of Notes collectively);such earlier date; and (e) receipt by each Holder no Default or Event of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for Default under the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering Loan Agreement or under any other Loan Document exists. Upon the matters incident to the transactions contemplated hereby as the Required Holders or their counsel may reasonably request; and (f) The Obligors shall have provided to the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment satisfaction of the Note and Guaranty Agreement for each other series conditions set forth in this Section 6, this Amendment shall be effective as of outstanding senior notes of any Obligorthe date hereof.

Conditions to Effectiveness. The effectiveness This Amendment shall become effective (the "Effective Date") upon the satisfaction of this Amendment is expressly subject to the following conditions: (a) the representations and warranties made by the Obligors under Section 1 of this Amendment shall be true have been executed and correctdelivered to the Administrative Agent by each of the Banks, the Agent and the Borrower and shall have been acknowledged and agreed to by each Subsidiary party to the Guaranty; (b) executed counterparts of this Amendment, duly executed by the Obligors and Holders constituting Required Holders Borrower shall have been executed and delivered to the HoldersAdministrative Agent amended Tranche A Notes payable to each Bank in the principal amount of each Bank's Tranche A Commitment Amount (as increased after giving effect to this Amendment); (c) receipt by each Holder the Administrative Agent shall have received copies of (i) a certificate all Subordinated Note Documents executed or delivered in connection with the issuance of the Secretary or Assistant Secretary of each ObligorSubordinated Notes (including, dated the date hereofwithout limitation, certifying as to (Aany legal opinions delivered in connection therewith) the resolutions attached thereto and the corporate proceedings relating to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in the case certified by an officer of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary Borrower to be true and complete copies of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islandssuch Subordinated Note Documents; (d) the Company Administrative Agent shall have paid, or reimbursed the Holders for, the reasonable fees, charges and disbursements of special counsel received evidence reasonably satisfactory to the Holders; provided Administrative Agent that the Company shall not be liable for Borrower has received gross proceeds from the attorneys’ fees, costs and disbursements of more Subordinated Notes in an amount equal to or greater than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively)$300,000,000; (e) receipt the Administrative Agent shall have received a certificate signed by duly authorized financial officer of the Borrower that each Holder of opinions from Xxxxxx Xxxxxx & Xxxxxthe representations and warranties of any of the Borrower and its Subsidiaries contained in this Amendment, LLPthe Credit Agreement, special counsel for the Obligorsother Loan Documents, the Subordinated Note Documents or in any document or instrument delivered pursuant to or in connection herewith or therewith shall have been true as of the date as of which they were originally made and Walkers shall also be true on the date hereof, that no Default or Event of Default shall have occurred and be continuing and that the Subordinated Notes have been issued in accordance with the terms of the Subordinated Note Indenture; (Caymanf) LLPeach of the Banks and the Administrative Agent shall have received a favorable opinion addressed to the Banks and the Administrative Agent, special Cayman Islands counsel for Oaktree Caymandated as of the date hereof, in each case covering the matters incident form and substance satisfactory to the transactions contemplated hereby as Banks and the Required Holders or their counsel may reasonably requestAdministrative Agent, from Bose McKixxxx & Xvanx, xxunsel to the Borrower and its Subsidiaries; and (fg) The Obligors all corporate action necessary for the valid execution, delivery and performance by the Borrower and each of its Subsidiaries of this Amendment, the amended and restated Tranche A Notes and any Subordinated Note Document to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks shall have been provided to the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment each of the Note and Guaranty Agreement for each other series of outstanding senior notes of any ObligorBanks.

Conditions to Effectiveness. The effectiveness This Amendment shall become effective as of this Amendment is expressly subject to the following conditionsdate (the "Effective Date") of consummation of the Acquisition upon receipt by the Lead Arranger and Book Manager of each of the following: (a) the representations and warranties made by the Obligors under Section 1 of this Amendment shall be true and correct; (b) executed counterparts of this Amendment, duly executed and delivered by the Obligors Borrower and Holders constituting the Required Holders shall have been Lenders; (b) counterparts of a Guarantee, substantially in the form of Exhibit B to this Amendment (the "Kroger Guarantee"), duly executed and delivered to the Holdersby Kroger and each Kroger Material Subsidiary; (c) receipt by each Holder an opinion of (i) a certificate of counsel to the Secretary or Assistant Secretary of each ObligorBorrower, dated the date hereof, certifying as to (A) the resolutions attached thereto due authorization and execution by the corporate proceedings relating to the authorization, execution and delivery Borrower of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effectto such other matters, and (ii) (A) in the case of the Obligors other than Oaktree Caymanas is customary for similar transactions, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued as may be reasonably requested by the Registrar of Exempted Limited Partnerships in the Cayman IslandsLead Arranger and Book Manager; (d) the Company shall have paid, or reimbursed the Holders for, the reasonable fees, charges and disbursements an opinion of special counsel to Kroger, as to the Holders; provided that due authorization and execution by the Company shall not Kroger Guarantors of the Kroger Guarantee and to such other matters, as is customary for similar transactions, as may be liable for reasonably requested by the attorneys’ fees, costs Lead Arranger and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively)Book Manager; (e) receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligors, such documents and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident to the transactions contemplated hereby certificates as the Required Holders or their Lead Arranger and Book Manager and its counsel may reasonably requestrequest relating to this Amendment or the Kroger Guarantee, all in form and substance satisfactory to the Lead Arranger and Book Manager and its counsel; (f) satisfactory evidence that (i) the Current Synthetic Lease Facility of the Borrower has been terminated and all loans outstanding thereunder have been paid in full, (ii) the Commitments have been reduced by $500,000,000 or (iii) a combination thereof resulting in the reduction of Commitments and the commitments under the Current Synthetic Lease Facility in an aggregate amount of $500,000,000; (g) satisfactory evidence that, if the Current Synthetic Lease Facility is not terminated, amendments, in form and substance satisfactory to the Lead Arranger and Book Manager, to the operative documents of such Current Synthetic Lease Facility have been executed and are effective; (h) the surviving corporation following the Acquisition has confirmed in writing its assumption of all of the obligations of the Borrower under the Loan Agreement; and (fi) The Obligors shall have provided to the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (payment of all fees and other amounts payable in relation to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any Obligorconnection with this Amendment.

Conditions to Effectiveness. The effectiveness of this Amendment is expressly subject to conditioned upon: (i) the following conditions: receipt by the Holders of this Amendment and the Assumption and Guaranty duly executed by each of the parties thereto; (aii) the consummation of the Restructuring; (iii) the receipt by the Holders of an Officer’s Certificate, dated the Effective Date, certifying that the representations and warranties made by the Obligors OCM under Section 1 2 of this Amendment shall be are true and correct; correct in all material respects immediately prior to the consummation of the Restructuring; (biv) executed counterparts of this Amendment, duly executed the receipt by the Obligors Holders of true, correct and Holders constituting Required Holders shall have been delivered to complete copies of the Holders; limited partnership agreements of Oaktree Capital I, Oaktree Capital II, Oaktree Media and, should it exist, OpCo 4 and any required resolutions of their partners authorizing the execution, delivery and acceptance of the Assumption and Guaranty; and (cv) the receipt by the Holders of a favorable opinion of Xxxxxx, Xxxxxx & Xxxxx LLP, counsel to OCM, addressed to each Holder of (i) a certificate of the Secretary Holders or Assistant Secretary their counsel, substantially in the form of each Obligor, dated the date hereof, certifying as to Exhibit B hereto; (Avi) the resolutions attached thereto and the corporate proceedings relating to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in the case of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued payment by the Registrar Company of Exempted Limited Partnerships in the Cayman Islands; (d) the Company shall have paid, or reimbursed the Holders for, the reasonable fees, charges and disbursements of special counsel to the HoldersHolders to the extent reflected in a statement of such counsel rendered to the Company together with wire transfer instructions for each Holder at least one (1) Business Day prior to the Effective Date; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively); ; (evii) the Seventh Amendment and Waiver to the Amended and Restated Credit Agreement, dated as of October 2, 2003, among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, shall have been duly executed by the parties thereto, shall be reasonably satisfactory to the Holders and shall constitute the legal, valid and binding obligation of each of such parties, enforceable against each of such parties in accordance with its terms; and (viii) the receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, Holders of the fee referred to in each case covering §6.2 hereof. The date upon which the matters incident last of such conditions precedent shall occur is referred to the transactions contemplated hereby herein as the Required Holders or their counsel may reasonably request; and (f) The Obligors shall have provided to the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any Obligor“Effective Date.”

Conditions to Effectiveness. The effectiveness This Agreement shall become effective on the first day on which all of this Amendment is expressly subject to the following conditionsconditions have been satisfied: (a) A Certificate of the representations Secretary of the Debtor certifying (i) the names and warranties made signatures of the officers and other agents authorized on its behalf to execute this Agreement and the other Transaction Documents and any other documents to be delivered by it hereunder or thereunder (on which Certificate the Collateral Agent and the Secured Parties may conclusively rely until such time as the Collateral Agent and the Secured Parties shall receive from the Debtor a revised Certificate meeting the requirements of this clause (a)(i)), (ii) a copy of the Debtor's Certificate of Incorporation, as amended to the date hereof, certified by the Obligors under Section 1 Secretary of this Amendment shall be true and correct; State of the State of Delaware, (biii) executed counterparts a copy of this Amendmentthe Debtor's By-laws, duly executed by the Obligors and Holders constituting Required Holders shall have been delivered as amended to the Holders; date hereof, (civ) receipt by each Holder a copy of resolutions of the Debtor's Board of Directors approv ing the transactions contemplated hereby and (iv) a certificate of the Secretary or Assistant Secretary of each Obligor, dated the date hereof, certifying as to (A) the resolutions attached thereto and the corporate proceedings relating to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in the case of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware certifying the Debtor's good standing. (b) A Certificate of the Secretary of the Collection Agent certifying (i) the names and signatures of the officers authorized on its behalf to execute this Agreement and any other documents to be delivered by it hereunder (on which certificate Certificate the Collateral Agent and the Secured Parties may conclusively rely until such time as the Collateral Agent and Secured Parties shall indicate that receive from the Obligor is in good standing and has legal existence in Collection Agent a revised Certificate meeting the requirements of this clause (b)(i)), (ii) a copy of the Collection Agent's Articles of Incorporation, as amended to the date hereof, certified by the Secretary of State of the State of DelawareIndiana, (iii) and (B) in a copy of the case of Oaktree CaymanCollection Agent's By-laws, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islands; (d) the Company shall have paid, or reimbursed the Holders for, the reasonable fees, charges and disbursements of special counsel as amended to the Holders; provided that date hereof, (iv) a copy of resolutions of the Company shall not be liable for the attorneys’ fees, costs and disbursements Collection Agent's Board of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively); (e) receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident to Directors approving the transactions contemplated hereby as and (v) a certificate of the Required Holders or their counsel may reasonably request; andSecretary of State of the State of Indiana certifying the Collection Agent's existence. (fc) The Obligors shall have provided to the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment A Certificate of the Note Secretary of the Seller certifying (i) the names and Guaranty signatures of the officers and other agents authorized on its behalf to execute this Agreement for each and the other series of outstanding senior notes of Transaction Documents and any Obligor.other docu ments to be delivered by it hereunder or thereunder (on which Certificate the Collateral Agent and the Secured Parties may conclusively rely until such time as the

Conditions to Effectiveness. The effectiveness of this Amendment is expressly amendments to the Credit Agreement described in Article 1 above are subject to the following conditionsconditions precedent and shall have no force or effect until the following conditions are satisfied: (a) Fleet shall have received a duty executed substitute revolving credit note substantially in the representations form of Exhibit A hereto and warranties made by Chase shall have received a duly executed substitute revolving credit note substantially in the Obligors under Section 1 form of this Amendment shall be true and correctExhibit B hereto (collectively, such promissory notes are hereafter referred to as the Substituted Notes); (b) each Bank shall have received a Guarantee duly executed counterparts by Wyko Corporation and each other Domestic Subsidiary of this Amendmentthe Borrower that has not yet executed a Guarantee, (c) each Bank shall have received a Guarantor's Affirmation, in form and substance satisfactory to the Banks, duly executed by the Obligors and Holders constituting Required Holders shall have been delivered each Guarantor that has executed a Guarantee prior to the Holdersdate hereof; (cd) receipt by each Holder of (i) Bank shall have received the following: i. a certificate of the Secretary of the Borrower attesting to all corporate action taken by such entity, including resolutions of its Board of Directors authorizing the execution, delivery and performance of this Amendment, of the Substituted Notes and each other document to be executed by such entity, together with certified copies of the certificate or Assistant articles of incorporation and the by-laws of such entity; and such certificate shall state that the resolutions and corporate documents thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate; ii. a certificate of the Secretary of the Borrower certifying the names and true signatures of the officers of such entity authorized to sign this Amendment and the Substituted Notes and other documents to be signed by such entity hereunder; iii. satisfactory evidence that the Borrower and each ObligorGuarantor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and each other jurisdiction where qualification is necessary; iv. a certificate of the Secretary of Wyko Corporation and of each other Domestic Subsidiary of the Borrower that has not yet executed a Guarantee, dated the date hereof, attesting to all corporate action taken by such entity, including resolutions of its Board of Directors authorizing the execution, delivery and performance of the Facility Documents and each other document to be delivered by it pursuant to the Agreement, together with certified copies of its certificate or articles of incorporation and By-Laws; and such certificate shall state that the resolutions and corporate documents thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate; v. a certificate of the Secretary of Wyko Corporation and of each Domestic Subsidiary of the Borrower that has not yet executed a Guarantee, dated the date hereof, certifying as the names and true signature of the officers of such entity authorized to (A) sign the resolutions attached thereto Facility Documents and the corporate proceedings relating other documents to the authorization, execution and delivery be delivered by such entity under this Agreement; and vi. an opinion of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in the case of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islands; (d) the Company shall have paid, or reimbursed the Holders for, the reasonable fees, charges and disbursements of special counsel to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively); (e) receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligors, Borrower and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the Guarantors as to such matters incident to the transactions contemplated hereby as the Required Holders or their counsel may reasonably request; and (f) The Obligors shall have provided to the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any ObligorBanks deem necessary.

Conditions to Effectiveness. The effectiveness of this This Amendment is expressly subject to shall become effective on the following conditionsdate (the “First Amendment Effective Date”) when: (a) (i) Holdings, the representations Borrowers, the Administrative Agent and warranties made the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by the Obligors under way of facsimile or other electronic transmission in accordance with Section 1 5 of this Amendment Amendment) the same to the Administrative Agent’s counsel, Milbank LLP and (ii) Holdings, the Borrowers, the Guarantors and the Administrative Agent shall be true have signed a counterpart (whether the same or different counterparts) of that certain Confirmation and correctReaffirmation Agreement dated as of the date hereof and shall have delivered (including by way of facsimile or other electronic transmission in accordance with Section 5 of this Amendment) the same to the Administrative Agent’s counsel, Milbank LLP; (b) executed counterparts the Administrative Agent shall have received payment of this Amendmentall reasonable and documented out-of-pocket expenses (including reasonable, duly executed out-of-pocket attorneys’ fees of the Administrative Agent) required to be reimbursed or paid by the Obligors and Holders constituting Required Holders shall have been delivered Borrowers hereunder or under any other Loan Document to the Holdersextent invoiced at least three (3) Business Days prior to the First Amendment Effective Date (or such shorter period reasonably agreed by the Borrowers); (c) receipt by the Administrative Agent shall have received, for the account of each Holder of Lender who has delivered a counterpart to this Amendment (i) a certificate the “Consenting Lenders”), an amendment fee in an amount equal to 0.50% of the Secretary or Assistant Secretary of each Obligor, dated the date hereof, certifying as to (A) the resolutions attached thereto and the corporate proceedings relating to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in the case aggregate principal amount of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State unused Commitments and outstanding Loans held by such Consenting Lender as of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman IslandsFirst Amendment Effective Date; (d) all representations and warranties set forth in Article III of the Company shall have paidAmended Credit Agreement and in each other Loan Document are and will be true, or reimbursed correct and complete in all material respects on and as of the Holders for, date of the reasonable fees, charges effectiveness of this Amendment with the same effect as though made on and disbursements as of special counsel to the Holderssuch date; provided that to the Company shall not be liable for the attorneys’ feesextent such representations and warranties expressly relate to an earlier date, costs such representations and disbursements of more than one firm of special counsel (which firm warranties shall be true, correct and complete in all respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true, correct and complete in all respects on and as of the firm retained to represent all holders date of Notes collectively);effectiveness of this Amendment or on such earlier date, as the case may be; and (e) receipt by each Holder at the time of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for and immediately after the Obligors, Amendment and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident after giving effect to the transactions contemplated hereby as and the Required Holders amendments contained in the Amended Credit Agreement, no Default or their counsel may reasonably request; and (f) The Obligors Event of Default shall have provided to the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment of the Note occurred and Guaranty Agreement for each other series of outstanding senior notes of any Obligorbe continuing.

Conditions to Effectiveness. The effectiveness of this Amendment is expressly This Agreement shall become effective on the Closing Date subject to the satisfaction (or waiver by the Required Lenders) of the following conditions: (a) Agent and the representations and warranties made by the Obligors under Section 1 Lenders shall have received executed counterparts of this Amendment shall Agreement and each other Facility Document set forth on the closing checklist attached hereto as Exhibit D and indicated therein as being required to be true and correctdelivered on or prior to the Closing Date; (b) executed counterparts of this Amendment, Agent and the Lenders shall have received at least three (3) Business Days prior to the Closing Date a duly executed W-9 (or other applicable tax form) of the Borrower and all documentation and other information required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Obligors and Holders constituting Required Holders shall have USA Patriot Act, that has been delivered to reasonably requested by Agent or any Lender at least ten (10) days in advance of the Holders;Closing Date; and (c) receipt by the Agent and the Lenders shall have received (w) an opinion of Xxxxx Xxxx & Xxxxxxxx LLP, counsel to the Loan Parties organized under the laws of the United States, any state thereof or the District of Columbia, (x) an opinion of Morris, Nichols, Arsht & Xxxxxxx LLP, counsel to the Loan Parties organized under the laws of Delaware, (y) an opinion of Xxxxxxxxx XX, Swiss counsel to the Loan Parties, and (z) an opinion of Xxxxxx Xxxxxx Rosenman UK LLP, U.K. counsel to the Agent, in each Holder of case, in form and substance reasonably satisfactory to the Lenders; and (d) Agent and Lenders shall have received: (i) a certificate copy of a resolution of the Secretary or Assistant Secretary board of each Obligor, dated directors of the date hereof, certifying as to English Loan Party (A) approving the resolutions attached thereto terms of, and the corporate proceedings relating transactions contemplated by the Facility Documents to which it is a party and resolving that it shall execute, deliver and perform the authorizationFacility Documents to which it is a party, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) authorising a specified person or persons to execute the Obligors’ organization Facility Documents 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 currently and to be signed and/or despatched by it under or in effectconnection with the Facility Documents to which it is a party; (ii) a copy of a resolution of the sole member of the English Loan Party approving the terms of, and the transactions contemplated by the Facility Documents to which it is a party; and (iii) a certificate signed by a director of the English Loan Party appending (A) a specimen of the signature of each person authorised by the resolution referred to in clause (i) above who will execute the Facility Documents and related documents (B) a copy of a resolution of the board of directors and sole member, respectively referred to in clauses (i) and (ii) above, (AC) a copy of its constitutional documents comprising its certificate of incorporation, articles of association and (if any) certificate of change of name and (D) certifying as to no breach of any borrowing/guaranteeing applicable limit, certifying that each copy document is correct, complete and in the case of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing full force and effect and has legal existence in not been amended or superseded as at a date no earlier than the State date of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islands; (d) the Company shall have paid, or reimbursed the Holders for, the reasonable fees, charges and disbursements of special counsel to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively); (e) receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident to the transactions contemplated hereby as the Required Holders or their counsel may reasonably request; and (f) The Obligors shall have provided to the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any Obligorthis Agreement.

Conditions to Effectiveness. The effectiveness This Second Amendment shall not become effective until, and shall become effective on the date (the “Effective Date”) when, each and every one of this Amendment is expressly subject to the following conditionsconditions shall have been satisfied: (a) the representations and warranties made by the Obligors under Section 1 of this Amendment shall be true and correct; (b) executed Executed counterparts of this Second Amendment, duly executed by the Obligors Company, the Subsidiary Guarantors, Prudential and Holders constituting Required Holders the Noteholders, shall have been delivered to Prudential and the HoldersNoteholders; (b) The Noteholders shall have received an amendment to the Credit Agreement and all agreements and documents executed in connection therewith, and such amendment and other agreements and documents shall be satisfactory to Prudential and the Noteholders and shall become effective simultaneously with, or substantially simultaneously with, this Second Amendment; (c) receipt by each Holder of (i) Each Subsidiary required under the Note Agreement to be a certificate party to the Subsidiary Guaranty as of the Secretary Effective Date shall have executed and delivered the Subsidiary Guaranty, or Assistant Secretary of each Obligora joinder thereto, dated in form and substance reasonably satisfactory to the date hereofRequired Holders, certifying as to (A) the resolutions attached thereto and the corporate proceedings relating Subsidiary Guaranty shall be in full force and effect with respect to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effectsuch Subsidiary, and (ii) (A) in the case such Subsidiary shall have complied with all other applicable provisions of Section 9.8 of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman IslandsNote Agreement; (d) The representations and warranties of the Company and each Subsidiary Guarantor in this Second Amendment and in each of the other Transaction Documents to which it is a party shall have paid, or reimbursed be correct when made and on the Holders for, the reasonable fees, charges and disbursements of special counsel Effective Date (subject to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements proviso to Section 2.1(d) of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectivelythis Amendment); (e) receipt The Company shall have paid an amendment fee to each holder of Notes equal to ten basis points of the aggregate outstanding principal amount of Notes held by each Holder such holder as of opinions from Xxxxxx Xxxxxx & Xxxxxthe Effective Date, LLP, special counsel for which payment shall be made in the Obligors, same manner and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident to the transactions contemplated hereby same accounts as for payments of interest pursuant to the Required Holders or their counsel may reasonably requestNote Agreement; and (f) The Obligors All corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incident thereto shall be reasonably satisfactory in substance and form to the Noteholders, and the Noteholders shall have provided to the Holders evidence that the Company has entered into (received all such counterpart originals or is concurrently entering into) a substantially identical (in relation to terms) amendment certified or other copies of the Note and Guaranty Agreement for each other series of outstanding senior notes of any Obligorsuch documents as it may reasonably request.

Conditions to Effectiveness. The effectiveness This Amendment shall become effective as of this Amendment is expressly subject to the date hereof (the “Effective Date”) upon the occurrence of the following conditionsconditions precedent: (a) the representations and warranties made by the Obligors under Section 1 The Administrative Agent shall have received counterparts of this Amendment shall be true and correct;which, when taken together, bear the signatures of all the parties named on the signature pages hereto. (b) executed counterparts of this Amendment, duly executed by the Obligors and Holders constituting Required Holders The Administrative Agent shall have been delivered received, on behalf of itself and the Lenders, a favorable written opinion of counsel for the Borrowers referring to this Amendment and the Credit Agreement, (i) dated the date hereof, (ii) addressed to the Holders;Administrative Agent and the Lenders, and (iii) covering such other matters relating to this Amendment and the transactions hereunder and under the Credit Agreement as the Administrative Agent or its counsel shall reasonably request, and the Borrowers hereby instruct their counsel to deliver such opinion. (c) receipt by each Holder All legal matters incident to this Amendment, the Credit Agreement and the borrowings and extensions of credit thereunder shall be satisfactory to the Lenders and to Xxxxx Xxxxxxx LLP, counsel for the Administrative Agent. (d) The Administrative Agent shall have received on the date hereof: (i) a certificate of the Secretary, Assistant Secretary, Treasurer or Assistant Treasurer of each New Registrant (as defined below) dated the date hereof and certifying that attached thereto are true and correct copies of the following: (A) resolutions duly adopted by the Board of Trustees or Directors, as the case may be, of such New Registrant on behalf of each series thereof that is a Borrower (or itself if it is a Borrower), authorizing this Amendment and the execution, delivery and performance of this Amendment and the borrowings under the Credit Agreement, and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect; (B) such New Registrant’s declaration of trust or articles of incorporation, as the case may be, and all amendments thereto; (C) such New Registrant’s bylaws and all amendments thereto; (D) such New Registrant’s Investment Management Agreement and all amendments thereto; (E) such New Registrant’s Custodian Agreement(s) and all amendments thereto; (F) designation of the location where the most recent Prospectus is publicly available for each New Borrower (as defined below), or a copy of such prospectus; and (G) designation of the location where the most recent Statement of Additional Information is publicly available for each New Borrower, or a copy of such Statement of Additional Information; (ii) a certificate of the Secretary or Assistant Secretary of each Obligor, Registrant dated the date hereof, hereof and certifying as to the incumbency and specimen signature of each officer executing this Amendment, the Credit Agreement or any other document delivered in connection herewith on behalf of such Registrant; (Aiii) the resolutions attached thereto and the corporate proceedings relating a certificate of another officer as to the authorization, execution incumbency and delivery specimen signature of this Amendment and the performance of its obligations hereunder and (B) officer executing the Obligors’ organization documents currently in effect, and certificates pursuant to (ii) (A) in the case of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islands;above; and (div) such other documents as the Company shall have paid, Lenders or reimbursed the Holders for, the reasonable fees, charges and disbursements of special counsel to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively);Administrative Agent may reasonably request. (e) receipt To the extent requested by the Administrative Agent or any Lender, the Administrative Agent or such Lender, as applicable, shall have received, for each Holder New Borrower, a Form FR U-1 executed by the applicable Registrant on behalf of opinions from Xxxxxx Xxxxxx & Xxxxxsuch New Borrower, LLP, special counsel for together with a current list of assets of such New Borrower (including all “margin stock” (as defined in Regulation U) of such Borrower) in conformity with the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident to the transactions contemplated hereby as the Required Holders or their counsel may reasonably request; andrequirements of Form FR U-1. (f) The Obligors Administrative Agent shall have provided received all fees and other amounts due and payable on or prior to the Holders evidence that date hereof, including, to the Company has entered into (extent invoiced, reimbursement or is concurrently entering into) a substantially identical (in relation payment of all out-of-pocket expenses required to terms) amendment of be reimbursed or paid by the Note and Guaranty Agreement for each other series of outstanding senior notes of any ObligorBorrowers or Registrants hereunder.

Conditions to Effectiveness. The effectiveness of amendments provided for in this Amendment is expressly subject to shall take effect upon the satisfaction of the following conditions:conditions precedent (such date, the “Second Amendment Effective Date”): (a) the representations Administrative Agent shall have received a counterpart signature page to this Amendment, duly executed and warranties made delivered by each of the Obligors under Section 1 of Borrower, the Guarantors, Lenders representing not less than the Required Lenders, and the Administrative Agent, and this Amendment shall be true in full force and correcteffect; (b) executed counterparts of the Administrative Agent shall have received any necessary amendments and/or revisions to the Barbados Security Documents which are required pursuant to the transactions contemplated by this Amendment, duly executed by the Obligors and Holders constituting Required Holders shall have been delivered to the Holders; (c) receipt by each Holder of (i) the Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary authorized officer of the Borrower and each Obligor, Guarantor dated the date hereof, Amendment Effective Date certifying as to (Ai) the resolutions attached thereto and the corporate proceedings relating no amendments, modifications or supplements to the authorizationGoverning Documents of the Borrower or any Guarantor since the last delivery of such Governing Documents by such Loan Party to the Administrative Agent and that such Governing Documents are in full force and effect or attaching complete and certified copies of such Governing Documents including any amendments, execution modifications or supplements thereto (including certifications of such Governing Documents by the appropriate Governmental Authority of such Person’s jurisdiction of formation or organization), (ii) all corporate or other organizational actions taken by the Borrower and delivery each of the Guarantors authorizing the execution, delivery, and performance of this Amendment and the performance other Amendment Documents and attaching copies of its obligations hereunder the board minutes and/or resolutions relating to such authorization and (Biii) the Obligors’ organization documents currently in effectnames, titles, incumbency, and (ii) (A) in the case specimen signatures of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State authorized officers of the State Borrower and each of Delaware (which certificate shall indicate that the Obligor is in good standing Guarantors authorized to sign this Amendment and has legal existence in the State other Amendment Documents on behalf of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islandssuch Person; (d) a Borrowing Base Report, dated as of the Company shall have paiddate hereof, or reimbursed executed by the Holders for, the reasonable fees, charges and disbursements of special counsel to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively)Borrower; (e) receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxxthere shall not have occurred (i) a Material Adverse Effect since March 11, LLP, special counsel for 2011 or (ii) a material adverse change in the Obligors, facts and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering information regarding the matters incident Borrower and Guarantors represented to date to the transactions contemplated hereby as Administrative Agent and the Required Holders or their counsel may reasonably requestLenders; and (f) The Obligors Borrower, Guarantor, Bank of America N.A., as administrative agent for itself and the other lenders thereto and Union Bank, N.A. as documentation agent, and the other parties thereto shall have provided to the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation that certain Amendment No. 4 to terms) amendment that certain Second Amended and Restated Revolving Credit Agreement dated as of the Note and Guaranty Agreement for each other series of outstanding senior notes of any ObligorApril 10, 2012.

Conditions to Effectiveness. The effectiveness of this Amendment is expressly shall be subject to the prior satisfaction of the following conditionsconditions precedent, in each case in form and substance satisfactory to the Administrative Agent: (a) the Administrative Agent shall have received an amendment to the Guaranty and the consent of the Guarantors in the form of Exhibit A hereto executed by each of the parties thereto; (b) the Administrative Agent shall have received written consent of the Required Lenders as required under Section 10.01 of the Credit Agreement in the form of Exhibit B hereto; (c) the Administrative Agent shall have received a joinder to the Guaranty, in the form of Exhibit D hereto, duly executed and delivered by each Subsidiary of Borrower party thereto; (d) the Administrative Agent shall have received a security agreement, in the form of Exhibit E hereto, duly executed and delivered by the Borrower and the Guarantors; (e) the Administrative Agent shall have received proper Financing Statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Collateral Documents, covering the Collateral described in the Collateral Documents; (f) the Administrative Agent shall have received evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Collateral Documents has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements); (g) [Reserved]; (h) the Administrative Agent shall have received such certified resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party executing the joinder to the Guaranty referred to above or any Collateral Document as Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Credit Agreement and the other Loan Documents to which such Loan Party is a party; (i) the Administrative Agent shall have received such documents and certifications as Administrative Agent may reasonably require to evidence that each Loan Party executing the joinder to the Guaranty referred to above or any Collateral Document is duly organized or formed, and that each such Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where such Loan Party is qualified to do business; (j) the Administrative Agent shall have received drafts of the financial statements required under Section 6.01(a) of the Credit Agreement with respect to the fiscal year ended December 31, 2008, and such financial statements shall not contradict the representations and warranties made by the Obligors under Section 1 of Borrower in this Amendment shall be true and correctAmendment; (bk) executed counterparts the sale of this Amendment, duly executed by the Obligors and Holders constituting Required Holders NMUI shall have been delivered to consummated on the Holders; (c) receipt by each Holder of (i) a certificate terms set forth in Section 7 of the Secretary or Assistant Secretary of each Obligor, dated the date hereof, certifying as to (A) the resolutions attached thereto and the corporate proceedings relating to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in the case of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islands; (d) the Company shall have paid, or reimbursed the Holders for, the reasonable fees, charges and disbursements of special counsel to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively); (e) receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident to the transactions contemplated hereby as the Required Holders or their counsel may reasonably requestWaiver Agreement; and (fl) The Obligors the Administrative Agent shall have provided received, for the account of each Lender which has executed a consent hereto prior to 3:00 p.m. (Los Angeles time) on May 27, 2009 (or any extension of such deadline announced via the Intralinks system), an amendment fee in an amount equal to 0.50% of such Lender’s Commitment (giving effect to the Holders evidence that reduction of such Commitment pursuant to this Amendment) under the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any ObligorCredit Agreement.

Conditions to Effectiveness. The effectiveness of this This First Amendment is expressly shall become effective on the date hereof (the "EFFECTIVE DATE"), subject in all cases to the following conditionshaving been received by and being satisfactory to Prudential: (a) the representations and warranties made by the Obligors under Section 1 duly executed counterparts of this Amendment shall be true and correctFirst Amendment; (b) executed counterparts of this Amendment, duly executed by the Obligors and Holders constituting Required Holders shall have been delivered to the Holders; (c) receipt by each Holder of (i) a certificate of the Secretary or Assistant Secretary of each Obligorthe Company either (x) attaching and certifying copies of (i) the certificate of incorporation of the Company, dated (ii) the date hereofbylaws of the Company, certifying as to (Aiii) the resolutions attached thereto of the Board of Directors of the Company authorizing the execution, delivery and performance of this First Amendment, and (iv) the corporate proceedings relating name, title and true signature of each officer of the Company authorized to execute this First Amendment, or (y) certifying that there has been no amendment to the authorizationdocuments referred to in clauses (i) and (ii) since the Date of Closing and attaching and certifying copies of the documents referred to in clauses (iii) and (iv); (c) a duly executed and delivered copy of the Bank Agreement; (d) a written acknowledgment from Bank that all conditions precedent to the effectiveness of the Bank Agreement have been satisfied; (e) a favorable opinion of Xxxxxxxxx Xxxxxxx, special counsel to the Company, satisfactory to Prudential and addressing such matters as Prudential may reasonably request; (f) evidence satisfactory to Prudential that Prudential's special counsel has received its fees, charges and disbursements charged or incurred in connection with the preparation, negotiation, execution and delivery of this First Amendment and any other documents executed and delivered contemporaneously herewith or therewith, to the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in the case of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islands; (d) the Company shall have paid, or reimbursed the Holders for, the reasonable extent such fees, charges and disbursements are reflected in a statement of such special counsel tendered to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively)Company; (eg) receipt by each Holder a copy of opinions from Xxxxxx Xxxxxx & Xxxxxthe asset audit of the Company provided in connection with the Bank Agreement, LLPbased on financial statements current as of September 30, special counsel for the Obligors1998, with such asset audit prepared in accordance with GAAP and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident acceptable to the transactions contemplated hereby as the Required Holders or their counsel may reasonably requestPrudential; and (fh) The Obligors shall have provided an Officer's Certificate certifying that the representations and warranties of the Company in this First Amendment and in the Note Agreement and of the Guarantors in the Subsidiary Guaranty are true and correct in all material respects as of the date hereof (except to the Holders evidence extent that the Company has entered into (or is concurrently entering into) a substantially identical (in relation such representations and warranties related solely to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any Obligoran earlier date).

Conditions to Effectiveness. The effectiveness This Agreement shall become effective on the first day on which the Administrative Agent shall have received the following documents, instruments and Fees, all of this Amendment is expressly subject which shall be in a form and substance acceptable to the following conditionseach Funding Agent: (a) the representations and warranties made by the Obligors under Section 1 of this Amendment shall be true and correct; (b) executed counterparts of this Amendment, duly executed by the Obligors and Holders constituting Required Holders shall have been delivered to the Holders; (c) receipt by each Holder of (i) a certificate A Certificate of the Secretary or Assistant Secretary of each Obligor, dated the date hereof, Transferor in substantially the form of Exhibit I hereto certifying as to (Ai) the resolutions attached thereto names and signatures of the officers and employees authorized on its behalf to execute this Agreement and any other documents to be delivered by it hereunder (on which Certificate the Administrative Agent, the Funding Agents, the CP Conduit Purchasers and the corporate proceedings relating to Committed Purchasers may conclusively rely until such time as the authorization, execution and delivery Administrative Agent shall receive from the Transferor a revised Certificate meeting the requirements of this Amendment and the performance of its obligations hereunder and clause (B) the Obligors’ organization documents currently in effecta)(i)), and (ii) (A) in the case a copy of the Obligors other than Oaktree CaymanTransferor's Certificate of Incorporation, certified by the Secretary of State of the State of Delaware, (iii) a recent “good standing certificate” from copy of the Transferor's By-Laws, (iv) a copy of resolutions of the Board of Directors of the Transferor approving this transaction and (v) certificates of the Secretary of State of the State of Delaware (which certificate shall indicate that certifying the Obligor is in Transferor's good standing and has legal existence in under the laws of the State of Delaware. (b) A Certificate of the Secretary or Assistant Secretary of each Seller in substantially the form of Exhibit I hereto certifying (i) the names and signatures of the officers and employees authorized on its behalf to execute the Receivables Purchase Agreement and any other documents to be delivered by it (Bon which Certificate the Administrative Agent, the Funding Agents, the CP Conduit Purchasers and the Committed Purchasers may conclusively rely until such time as the Administrative Agent shall receive from the Seller a revised Certificate meeting the requirements of this clause (b)(i)), (ii) in a copy of the case of Oaktree Cayman, a Seller's certificate of good standing issued incorporation, certified by the Registrar Secretary of Exempted Limited Partnerships in State of the Cayman Islands; state of such Seller's incorporation, (d) the Company shall have paid, or reimbursed the Holders for, the reasonable fees, charges and disbursements of special counsel to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively); (e) receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident to the transactions contemplated hereby as the Required Holders or their counsel may reasonably request; and (f) The Obligors shall have provided to the Holders evidence that the Company has entered into (or is concurrently entering intoiii) a substantially identical (in relation to terms) amendment copy of the Note Seller's By-Laws, (iv) a copy of resolutions of the Board of Directors of the Seller approving this transaction and Guaranty Agreement for each other series of outstanding senior notes of any Obligor.RECEIVABLES TRANSFER AGREEMENT

Conditions to Effectiveness. 2.1 The satisfaction (or waiver in writing by Overland in its sole discretion) of each of the following shall constitute conditions precedent to the effectiveness of this Amendment is expressly subject to the following conditions:Conversion (the date of satisfaction of the last such condition being the “Effective Date” which must occur, if at all, within 45 days of the date first above written): (a) Overland shall have received (in form and substance satisfactory to Overland in its sole discretion) a certified copy of a resolution of the representations board of directors of Sphere authorizing the number of Series C Preferred Shares (“Preferred Shares”) and warranties made by the Obligors under Section 1 of this Amendment shall be true rights, privileges, restrictions and correctconditions attaching to the Preferred Shares, including the conversion right set forth in Recital E above; (b) executed counterparts of this Amendment, duly executed by the Obligors and Holders constituting Required Holders Overland shall have received (in form and substance satisfactory to Overland in its sole discretion) a certified copy of the amended Articles of Amalgamation of Sphere creating the Preferred Shares and authorizing the terms of the Preferred Shares which have been delivered to filed with the HoldersOntario Ministry of Government Services; (c) receipt by each Holder of Overland shall have received (iin form and substance satisfactory to Overland in its sole discretion) a certificate certified copy of a resolution of the Secretary or Assistant Secretary board of each Obligor, dated directors of Sphere approving the date hereof, certifying as issuance of 1,600,000 Preferred Shares to (A) the resolutions attached thereto Overland and the corporate proceedings relating to form of share certificate for the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in the case of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman IslandsPreferred Shares; (d) the Company Overland shall have paid, or reimbursed the Holders for, the reasonable fees, charges received (in form and disbursements substance satisfactory to Overland in its sole discretion) a duly issued share certificate in respect of special counsel to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements 1,600,000 Preferred Shares of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively)Sphere; (e) receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel Overland shall have received (in form and substance satisfactory to Overland in its sole discretion) any and all consents necessary for the Obligorsdue authorization, execution, delivery and performance of the Conversion and this Agreement, including any consents necessary or required to be obtained from its lender(s); (f) Overland shall have received (in form and substance satisfactory to Overland in its sole discretion) security documents by and among Overland, Sphere and HVE, pledging to Overland as collateral security for the obligations under the Preferred Shares a security interest in the Sphere IP, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident Personal Property Security Act and any other pledge or perfection-related filings relating to the transactions contemplated hereby as the Required Holders or their counsel may reasonably requestsame; and (fg) The Obligors Overland shall have provided received (in form and substance satisfactory to the Holders evidence Overland in its sole discretion) any and all other documents or instruments that Overland may request it being acknowledged and agreed that the Company has entered into (or foregoing list of documents is concurrently entering into) a substantially identical (in relation to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any Obligornot comprehensive.

Conditions to Effectiveness. The effectiveness This Amendment shall become effective on the first date (the “First Amendment Effective Date”) on which each of this Amendment is expressly subject to the following conditionsconditions precedent has been satisfied or waived, as determined by the Agent in its sole reasonable discretion: (a) the representations and warranties made by the Obligors under Section 1 of this Amendment shall be true have been duly executed and correctdelivered by the Agent, Borrower, Borrowing Base Guarantors and Lenders and the Acknowledgment and Reaffirmation to this Amendment attached hereto as Annex I (the “Acknowledgment and Reaffirmation”) shall have been duly executed and delivered by Holdings and AK Steel Properties, Inc. (together with Holdings, the Borrower and the Borrowing Base Guarantors, collectively, the “Obligors”); (b) executed counterparts of this Amendment, duly executed by the Obligors and Holders constituting Required Holders Agent shall have been delivered to the Holders; (c) receipt by received a fully executed secretary’s certificate of each Holder of Obligor certifying and attaching (i) a each Obligor’s certificate of formation, operating agreement or other organization documents; (ii) resolutions of each Obligor authorizing the Secretary or Assistant Secretary transactions contemplated by this Amendment; (iii) incumbency certificates of each Obligor, dated the date hereofin each case, certifying as in form and substance reasonably acceptable to (A) the resolutions attached thereto and the corporate proceedings relating to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder Agent and (Biv) the Obligors’ organization documents currently in effect, and (ii) (A) in the case of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate certificates of good standing issued by the Registrar secretary of Exempted Limited Partnerships state of the states of incorporation or formation of each Obligor; (c) Agent shall have received a certificate or certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Senior Officer or the Cayman IslandsTreasurer of Borrower certifying that, after giving effect to the transactions hereunder, (i) Borrower and its Subsidiaries are Solvent on a consolidated basis; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 4 of this Amendment and Section 9 of the Loan Agreement are true and correct in all material respects; and (iv) there exists no violation of the Existing Senior Notes (or, in each case, the indenture executed in connection therewith); (d) the Company Agent shall have paidreceived an opinion of Weil, or reimbursed the Holders for, the reasonable fees, charges Gotshal & Xxxxxx LLP in form and disbursements of special counsel substance reasonably acceptable to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively)Agent; (e) receipt by each Holder Agent shall have received an opinion of opinions from Xxxxxx Xxxxxx & Xxxxxthe General Counsel or the Assistant General Counsel of Borrower in form and substance reasonably acceptable to Agent; (f) Borrower shall have paid all fees and expenses, LLP, special counsel for the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident to the transactions contemplated hereby as extent due and payable on or prior to the Required Holders or their counsel may reasonably requestFirst Amendment Effective Date, owed by Borrower to Agent and Lenders in connection with this Amendment; and (fg) The Obligors Agent shall have provided received all documentation and other information reasonably requested in writing by Agent or any Lender at least ten (10) Business Days prior to the Holders evidence that First Amendment Effective Date in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment of Patriot Act and the Note and Guaranty Agreement for each other series of outstanding senior notes of any ObligorBeneficial Ownership Regulation.

Conditions to Effectiveness. The effectiveness of amendments provided for in this Amendment is expressly subject to shall take effect upon the satisfaction of the following conditions:conditions precedent (such date, the “Amendment Effective Date”): (a) the representations and warranties made by the Obligors under Section 1 of this Amendment Administrative Agent shall be true and correct; (b) executed counterparts of have received a counterpart signature page to this Amendment, duly executed and delivered by each of the Borrowers, the Agents and the Banks, and this Amendment shall be in full force and effect; (b) all corporate action necessary for the valid execution, delivery and performance by the Obligors and Holders constituting Required Holders Borrowers of the Amendment shall have been delivered duly and effectively taken, and evidence thereof certified by authorized officers of the Borrowers and satisfactory to the Holders; Banks shall have been provided to the Banks; (c) receipt the Administrative Agent shall have received from each of the Borrowers a copy, certified by a duly authorized officer of such Person to be true and complete on the Amendment Effective Date, of (a) its charter or other incorporation documents as in effect on such date of certification and (b) its by-laws as in effect on such date; (d) the Administrative Agent shall have received an incumbency certificate, dated as of the Amendment Effective Date, signed by duly authorized officers giving the name and bearing a specimen signature of each Holder individual who shall be authorized: (a) to sign the Loan Documents on behalf of each of the Borrowers; (b) to make Loan Requests and to apply for Letters of Credit; and (c) to give notices and to take other action on the Borrowers’ behalf under the Loan Documents; (e) the Banks shall have received a favorable legal opinion from (i) a certificate of Ryder Law Department, United States counsel to the Secretary or Assistant Secretary of Borrowers, (ii) Ashurst LLP, United Kingdom counsel to the U.K. Borrowers, (iii) Osler, Xxxxxx & Harcourt LLP, Ontario counsel to Ryder Canada Limited, (iv) Xxxxxxx XxXxxxxx Stirling Scales, Nova Scotia counsel to Ryder Holdings Canada and (v) Ryder Law Department, counsel to Ryder PR, in each Obligorcase, addressed to the Banks, dated the date hereofAmendment Effective Date, certifying in form and substance satisfactory to the Administrative Agent and the Banks; (f) no material adverse change, in the judgment of the Majority Banks, shall have occurred in the financial condition, results of operations, business, properties or prospects of Ryder and its Consolidated Subsidiaries, taken as a whole, since the audited financial statements of Ryder and its Consolidated Subsidiaries for the fiscal year ending December 31, 2013. There shall have occurred no material adverse change in the Senior Public Debt Ratings since December 31, 2013; (g) each of the Borrowers shall have paid the fees required to be paid on the Closing Date; (Ah) the resolutions attached thereto receipt by the Administrative Agent of all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable legal fees and expenses) for which invoices have been presented which have been incurred or sustained by the corporate proceedings relating to the authorization, execution and delivery of Administrative Agent in connection with this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in the case of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islands; (d) the Company shall have paid, or reimbursed the Holders for, the reasonable fees, charges and disbursements of special counsel to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively); (e) receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident to the transactions contemplated hereby as the Required Holders or their counsel may reasonably requestCredit Agreement; and (fi) The Obligors all proceedings in connection with the transactions contemplated by this Amendment and all documents incident thereto shall be reasonably satisfactory in substance and form to the Administrative Agent, and the Administrative Agent shall have provided to received all information and such counterpart originals or certified or other copies of such documents as the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any Obligor.Administrative Agent may reasonably request. §

Conditions to Effectiveness. The effectiveness amendments set forth in Section 2 of this Amendment is expressly subject to amendment shall become effective on the date on which the following conditions:conditions precedent have been satisfied or waived (the first date on which such conditions shall have been so satisfied or waived, the “First Amendment Effective Date”): (a) The Company, New York Life and the representations Holders shall have executed and warranties made by the Obligors under Section 1 delivered a counterpart of this Amendment shall be true and correct;Amendment. (b) executed counterparts of this Amendment, duly executed by the Obligors and Holders constituting Required The Holders shall have been delivered received a fully executed copy of an amendment agreement to the Existing Credit Facility, dated as of April 17, 2020, by and among the Company, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto, in form and substance satisfactory to the Required Holders;. (c) receipt The Holders shall have received a fully executed copy of an amendment agreement to the MetLife Note Agreement, dated as of the date hereof (the “MetLife Amendment”), by each Holder and among the Company, Metropolitan Life Insurance Company and MetLife Investment Advisors Company, LLC and the other holders of notes party thereto, in form and substance satisfactory to the Required Holders. (d) The Holders shall have received a fully executed copy of an amendment agreement to the Prudential Shelf Agreement, dated as of the date hereof (the “Prudential Amendment”), by and among the Company, PGIM, Inc., The Prudential Insurance Company of America and the other holders of notes party thereto, in form and substance satisfactory to the Required Holders. (e) The Holders shall have received a certificate signed by a Responsible Officer of the Company certifying that the conditions specified in clauses (h) and (i) of this Section 5 have been satisfied as of the First Amendment Effective Date. (f) The Holders shall have received a certificate of the a Secretary or Assistant Secretary of each Obligorthe Company, dated as of the date hereof, (A) certifying as to (A) the resolutions attached thereto thereto, incumbency of applicable officers and the other corporate proceedings relating to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder Amendment, and (B) the Obligors’ organization documents currently in effectattaching true, correct and (ii) (A) in the case complete copies of the Obligors other than Oaktree Caymancorporate charter and bylaws of the Company or certifying that the corporate charter and bylaws most recently provided to the Holders are still in full force and effect and have not since been amended, restated, supplemented or otherwise modified in any respect. (g) The Holders shall have received a recent “good standing certificate” certificate for the Company from the Secretary of State of Delaware, dated of a recent date and such other evidence of the State status of Delaware (which certificate shall indicate that the Obligor is in good standing Company as New York Life and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islands;Holders may reasonably request. (dh) Each of the representations and warranties set forth in Section 4 above shall be true and correct as of the date of the execution and delivery of this Amendment and as of the First Amendment Effective Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date). (i) No Default or Event of Default shall have occurred and be continuing on and as of the First Amendment Effective Date or immediately after giving effect to this Amendment. (j) Each Holder shall have received payment of an amendment fee of 10 basis points (0.10%) of the principal amount of the outstanding Notes held by such Holder. (k) The Company shall have paid, or reimbursed the Holders for, paid the reasonable fees, charges fees and disbursements of the Holders’ special counsel to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively); (e) receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident to the transactions contemplated hereby as the Required Holders or their counsel may reasonably request; and (f) The Obligors shall have provided to the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any Obligoraccordance with Section 7 below.

Conditions to Effectiveness. The effectiveness of this Amendment is expressly subject to the satisfaction of the following conditionsconditions precedent, unless specifically waived in writing by Lender: (a) the representations and warranties made by the Obligors under Section 1 of this Amendment Lender shall be true and correct; have received (bi) executed counterparts of this Amendment, duly executed by the Obligors and Holders constituting Required Holders shall have been delivered to the Holders; Borrower, (c) receipt by each Holder of (iii) a company general certificate of (hereinafter referred to as the "COMPANY GENERAL CERTIFICATE") certified by the Secretary or Assistant Secretary of each Obligor, dated the date hereof, certifying as to Borrower acknowledging (A) that each Borrower's Board of Directors has met and has adopted, approved, consented to and ratified resolutions which authorize the resolutions attached thereto execution, delivery and the corporate proceedings relating to the authorization, execution and delivery performance by such Borrower of this Amendment and the performance of its obligations hereunder all other Loan Documents to which such Borrower is or is to be a party, and (B) the Obligors’ organization documents currently in effectnames of the officers of each Borrower authorized to sign this Amendment and each of the other Loan Documents to which such Borrower is or is to be a party hereunder (including the certificates contemplated herein) together with specimen signatures of such officers, (ii) an assumption, consent and ratification agreement duly executed by ATP pursuant to which ATP (A) acknowledges that ATP has assumed the obligations of TPG under the Stock Pledge Agreement, (B) consents to this Amendment, and (iiC) ratifies the terms and conditions of the Stock Pledge Agreement and (Aiii) such additional documents, instruments and information as Lender or its legal counsel may request; (b) The representations and warranties contained herein and in the case Loan Agreement and the Loan Documents, as each is amended hereby, shall be true and correct as of the Obligors other than Oaktree Caymandate hereof, a recent “good standing certificate” from as if made on the Secretary date hereof; (c) No Default or Event of State of the State of Delaware (which certificate Default shall indicate that the Obligor is in good standing have occurred and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islandsbe continuing; (d) All corporate proceedings taken in connection with the Company shall have paidtransactions contemplated by this Amendment and all documents, or reimbursed the Holders for, the reasonable fees, charges instruments and disbursements of special counsel to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm other legal matters incident thereto shall be the firm retained satisfactory to represent all holders of Notes collectively);Lender and its legal counsel; and (e) receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident to the transactions contemplated hereby as the Required Holders or their counsel may reasonably request; and (f) The Obligors Merger shall have provided to been consummated in accordance with the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment terms of the Note and Guaranty Agreement for each other series of outstanding senior notes of any ObligorMerger Agreement.

Conditions to Effectiveness. The effectiveness of this Amendment is expressly Agreement shall be subject to the satisfaction of the following conditionsconditions precedent, and to the execution and delivery of the following documents by the parties thereto, prior to or contemporaneously with the delivery of this Agreement: (a) Assignor, Assignee and the representations and warranties made by the Obligors under Section 1 Collateral Trustee shall each have received a fully executed counterpart of this Amendment shall be true and correctAgreement; (b) executed counterparts of this Amendment, duly executed by the Obligors and Holders constituting Required Holders The Fixed Rate A-Bonds shall have been delivered surrendered to the HoldersIssuer for cancellation and the Replacement Bonds shall have been issued by the Issuer in favor of the Bondholders; (c) receipt The Series A Note shall have been surrendered to Assignor for cancellation and the Note shall have been issued by each Holder Assignee in favor of the Issuer; (d) Each of the Bondholders shall have consented to this Agreement and the transactions contemplated hereby pursuant to Section 3.4 of the Bond Assumption and Exchange Agreement; (e) Assignor shall have received from Assignee in consideration for the assignment and transfer of the Assigned Interest, the amount agreed between them pursuant to Section 2.3 of this Agreement; (f) The Xxxx of Sale (as defined in the Bond Assumption and Exchange Agreement), substantially in the form of Exhibit A hereto, shall have been executed and delivered by the parties thereto; (g) The Assignment and Assumption of Ground Lease (as defined in the Bond Assumption and Exchange Agreement), substantially in the form of Exhibit B hereto, shall have been executed and delivered by the parties thereto; (h) The Ground Lessor Consent (as defined in the Bond Assumption and Exchange Agreement), substantially in the form of Exhibit C hereto, shall have been executed and delivered by the parties thereto; (i) a certificate The Master Termination Agreement (as defined in the Bond Assumption and Exchange Agreement), substantially in the form of Exhibit D hereto, shall have been executed and delivered by the Secretary or Assistant Secretary parties thereto; (j) The Memorandum of each ObligorTermination of Lease (as defined in the Bond Assumption and Exchange Agreement), dated substantially in the date hereofform of Exhibit E hereto, certifying shall have been executed and delivered by the parties thereto; (k) The Release of Subordinated Deed of Trust (as to defined in the Bond Assumption and Exchange Agreement), substantially in the form of Exhibit F hereto, shall have been executed and delivered by the parties thereto; (Al) the resolutions attached thereto and the corporate proceedings relating Evidence reasonably satisfactory to the authorizationAssignor and Assignee that all governmental actions and other approvals and consents, if any, required to be taken, given or obtained, as the case may be, by or from any Governmental Authority or any other third party, in each case that are necessary in connection with the execution and delivery of this Amendment Agreement and all other agreements and documents contemplated by this Agreement shall have been taken, given or obtained, as the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effectcase may be, and shall be in full force and effect; (iim) (A) in Assignor shall have received a certificate from the case Secretary of State of the Obligors other than Oaktree Cayman, a recent “State of Mississippi certifying that Assignee is in good standing certificate” in such State and Assignee shall have received a certificate from the Secretary of State of the State of Delaware (which certificate shall indicate certifying that the Obligor Assignor is in good standing in such State; (n) Assignor shall have received a certificate from the secretary or assistant secretary of Assignee certifying (i) as to the incumbency and has legal existence signature of each officer of Assignee authorized to execute and deliver on behalf of Assignee this Agreement and all other agreements and documents contemplated by this Agreement and any certificate to be furnished pursuant hereto or thereto, (ii) that attached thereto is a true and complete copy of (A) the certificate of incorporation of Assignee filed with the Secretary of State of the State of Mississippi; (B) the bylaws of Assignee as in effect on the date hereof; and (C) the resolutions of the Board of Directors of Assignee authorizing the execution, delivery and performance by Assignee of this Agreement and all other agreements and documents contemplated by this Agreement and the transactions contemplated hereby and thereby, together with a certification by another officer of Assignee as to the incumbency and signature of the secretary or assistant secretary of Assignee; (o) Assignee shall have received a certificate from a managing director of the general partner of Assignor certifying (i) as to the incumbency and signature of each officer of the general partner authorized to execute and deliver on behalf of Assignor this Agreement and all other agreements and documents contemplated by this Agreement and any certificate to be furnished pursuant hereto or thereto, (ii) that attached thereto is a true and complete copy of (A) the certificate of formation of the general partner of Assignor and the certificate of formation of Assignor filed with the Secretary of State of the State of Delaware) and ; (B) the limited liability company agreement of the general partner of Assignor as in effect on the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islands; date hereof; (dC) the Company shall have paidamended and restated agreement of limited partnership of Assignor as in effect on the date hereof; and (D) the resolutions of the sole member of the general partner of Assignor authorizing the execution, or reimbursed the Holders for, the reasonable fees, charges delivery and disbursements performance by Assignor of special counsel to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs this Agreement and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively); (e) receipt other agreements and documents contemplated by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligors, this Agreement and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident to the transactions contemplated hereby and thereby, together with a certification by another officer of the general partner of Assignor as to the Required Holders or their counsel may reasonably requestincumbency and signature of the managing director of the general partner of Assignor; and (fp) The Obligors shall have provided to Such other documents, certificates, information, or opinions as Assignor, Assignee or the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any ObligorCollateral Trustee may reasonably request.

Conditions to Effectiveness. The effectiveness This Amendment shall be effective as of this Amendment is expressly subject the date hereof upon the satisfaction of the following conditions (each of the following to be in form and substance satisfactory to the following conditions:Agent): (a) delivery to the representations Agent of original counterpart signature pages to this Amendment, duly executed and warranties made delivered by the Obligors under Section 1 Borrowers, the Guarantors and each of this Amendment shall be true and correctthe Banks; (b) executed counterparts of this Amendment, duly executed by the Obligors and Holders constituting Required Holders shall have been delivered delivery to the HoldersAgent of a legal opinion of in-house counsel to the Borrowers, addressed to the Agent and the Banks with respect to this transaction; (c) receipt by each Holder of MHC or the other Borrowers or Guarantors shall have executed and delivered to the Agent, as the case may be, (i) a certificate an Assumption Agreement substantially in the form of the Secretary or Assistant Secretary of each Obligor, dated the date hereof, certifying as to (A) the resolutions Exhibit A attached thereto and the corporate proceedings relating to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and hereto; (ii) (A) a First Amendment to Amended and Restated Stock Pledge Agreement substantially in the case form of Exhibit B attached hereto, together with a share certificate representing 65% of the Obligors other than Oaktree Caymanissued and outstanding shares of MHC, together with stock powers executed in blank relating thereto; (iii) a recent “good standing certificate” from the Secretary Perfection Certificate of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) MHC; and (Biv) in such UCC-1 financing statements and UCC-3 amendments as the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman IslandsAgent shall have requested; (d) the Company Borrowers shall have paid, or reimbursed the Holders for, the reasonable fees, charges and disbursements of special counsel delivered to the Holders; provided that Agent, (i) an incumbency certificate, signed by the Company shall not be liable for member or MHC and giving the attorneys’ fees, costs name and disbursements bearing the signature of more than one firm of special counsel (which firm each individual who shall be authorized to sign this Amendment and the firm retained other Loan Documents to represent which MHC is a party in the name and on behalf of MHC, (ii) certified true and complete copies of all holders of Notes collectively)MHC's organizational and constituent documents as in effect on the date hereof, (iii) a certified copy of MHC's articles of incorporation and by-laws, (iv) a certified copy of MHC's Certificate of Merger, (v) board resolutions or other documents evidencing authorization of the conversion and the transactions contemplated by this Amendment and (v) evidence that MHC shall have filed applications to do business as a foreign corporation in all jurisdictions where such qualification is necessary; (e) receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, all proceedings in each case covering the matters incident to connection with the transactions contemplated hereby by this Amendment shall be reasonably satisfactory in substance and form to the Agent, and the Agent shall have received all information and such documents as the Required Holders or their counsel Agent may reasonably request; (f) the German Subsidiaries shall have sent a letter to the German Lender requesting termination of the German loan facility under the German Loan Agreement; (g) the German Lender shall have issued a payoff letter to the German Subsidiaries; (h) the German Subsidiaries shall have repayed all amounts outstanding under the German Loan Agreement and shall have cash collateralized at 105% of face value, any outstanding Collateral Instruments (as defined in the German Loan Agreement); and (fi) The Obligors the German Lender and the Banks shall have provided executed such documentation as necessary to release the Holders evidence that Collateral (as defined in the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment German Loan Agreement), at the sole expense of the Note and Guaranty Agreement for each other series of outstanding senior notes of any ObligorGerman Subsidiaries.

Conditions to Effectiveness. The effectiveness of this Amendment is expressly subject to This Third Letter Agreement shall become effective upon the first date on which the following conditions: conditions have been satisfied or waived (the “Effective Date”): (a) the representations Administrative Agent shall have received this Third Letter Agreement, executed and warranties made delivered by the Obligors under Section 1 duly authorized officers of this Amendment shall be true Company, Singapore Borrower, each of the other Loan Parties and correct; the Lenders, (b) executed counterparts of this Amendment, duly executed by the Obligors and Holders constituting Required Holders Administrative Agent shall have been delivered received legal opinions, resolutions and other closing certificates from the appropriate counsel to the Holders; Loan Parties organized in Singapore, Hong Kong, Germany, Finland and any State of the United States, all of which shall be in form and substance satisfactory to the Administrative Agent and the Required Lenders, (c) receipt the procedures to permit the giving of financial assistance by each Holder the Singapore Borrower and any of the Company’s other applicable Subsidiaries incorporated, organized or established under the laws of Singapore (or any other applicable Subsidiary) under Section 76 of the Companies Act, Chapter 50 of Singapore have been duly complied with and completed by the Singapore Borrower and such other Subsidiaries in connection with the execution of this Third Letter Agreement, (d) the delivery to the Administrative Agent and Lenders of (ix) a certificate of the Secretary or Assistant Secretary of each Obligor, dated the date hereof, certifying as to (A) the resolutions attached thereto and the corporate proceedings final Exchange Documents relating to the authorization, execution Anticipated Note Exchanges and (y) evidence of delivery of this Amendment and appropriate disclosure to the performance applicable parties to the Anticipated Note Exchanges of its obligations hereunder and (B) all material facts known to the Obligors’ organization documents currently in effectCompany, and (ii) (A) in the case of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State each of the State of Delaware foregoing clauses (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delawarex) and (B) y), in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islands; (d) the Company shall have paid, or reimbursed the Holders for, the reasonable fees, charges form and disbursements of special counsel substance satisfactory to the Holders; provided Required Lenders, (e) such portion of the Lenders’ Agreed Costs (as defined in Section 7 below) that the Company and the Lenders party hereto have agreed the Company will pay on or prior to the Effective Date shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively); (e) receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligorshave been paid, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident to the transactions contemplated hereby as the Required Holders or their counsel may reasonably request; and (f) The Obligors the Administrative Agent and the existing Lenders shall have provided been paid or reimbursed for such portion of fees and out-of-pocket costs and expenses (including legal and other professional fees) incurred by the Administrative Agent and the Lenders on or prior to the Holders evidence “Effective Date” (in connection with the Credit Agreement, this Third Letter Agreement and any other Loan Documents for which invoices have been presented to the Company or Singapore Borrower not less than 2 Business Days prior to the Effective Date) that the Company, the Administrative Agent and the Lenders party hereto have agreed the Company has entered into (will pay on or is concurrently entering into) a substantially identical (in relation prior to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any ObligorEffective Date.

Conditions to Effectiveness. The effectiveness This Amendment shall become effective as of this Amendment is expressly subject to the following conditionsdate (the "Effective Date") of consummation of the Acquisition and upon receipt by the Lead Arranger and Book Manager of each of the following: (a) the representations and warranties made by the Obligors under Section 1 of this Amendment shall be true and correct; (b) executed counterparts of this Amendment, duly executed and delivered by the Obligors Borrower, FMI, the Owner Trustee, the Investors and Holders constituting the Required Holders shall have been Lenders; (b) counterparts of a Guarantee, substantially in the form of Exhibit B to this Amendment (the "Kroger Guarantee"), duly executed and delivered to the Holdersby Kroger and each other Kroger Guarantor; (c) receipt by each Holder an opinion of (i) a certificate of counsel to the Secretary or Assistant Secretary of each ObligorBorrower and FMI, dated the date hereof, certifying as to (A) the resolutions attached thereto due authorization and execution by the corporate proceedings relating to the authorization, execution Borrower and delivery FMI of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effectto such other matters, and (ii) (A) in the case of the Obligors other than Oaktree Caymanas is customary for similar transactions, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued as may be reasonably requested by the Registrar of Exempted Limited Partnerships in the Cayman IslandsLead Arranger and Book Manager; (d) the Company shall have paid, or reimbursed the Holders for, the reasonable fees, charges and disbursements an opinion of special counsel to Kroger as to the Holders; provided that due authorization and execution by the Company shall not Kroger Guarantors of the Kroger Guarantee and to such other matters, as is customary for similar transactions, as may be liable for reasonably requested by the attorneys’ fees, costs Lead Arranger and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively)Book Manager; (e) receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligors, such documents and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident to the transactions contemplated hereby certificates as the Required Holders or their Lead Arranger and Book Manager and its counsel may reasonably requestrequest relating to this Amendment, all in form and substance satisfactory to the Lead Arranger and Book Manager and its counsel; (f) satisfactory evidence that the Lease Amendment (the execution and delivery of which is hereby consented to by the Required Lenders) and the Participation Agreement Amendment have been duly executed and delivered by the requisite parties and all conditions precedent to the effectiveness thereof have been satisfied; (g) satisfactory evidence that the Amendment and Restatement, dated as of December 18, 1998, of the Loan Agreement has been executed and delivered by the requisite parties and all conditions precedent to the effectiveness thereof have been satisfied. (h) satisfactory evidence that (i) the Current Synthetic Lease Facility of the Borrower has been terminated and all Loans outstanding under the Credit Agreement have been paid in full, (ii) the commitments under the Loan Agreement have been reduced by $500,000,000 or (iii) a combination thereof resulting in the reduction of commitments under the Loan Agreement and Commitments under the Credit Agreement in an aggregate amount of $500,000,000; (i) the surviving corporation following the Acquisition has confirmed in writing its assumption of all of the obligations of FMI under the Operative Agreements; and (fj) The Obligors shall have provided to the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (payment of all fees and other amounts payable in relation to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any Obligorconnection with this Amendment.

Conditions to Effectiveness. The effectiveness of this Amendment is expressly shall be subject to the satisfaction of the following conditionsconditions precedent: (a) the representations and warranties made by the Obligors under Section 1 The Lender shall have received counterparts of this Amendment shall be true and correctduly executed by each of the parties hereto; (b) executed counterparts Each of this Amendment, duly executed by the Obligors and Holders constituting Required Holders parties thereto shall have been executed and delivered to the HoldersLender a counterpart of the Collateral Assignment and Pledge Agreement dated as of December 27, 2002 among ARC Service, Inc., ARC Technology Management LLC, ARC Staffing Management LLC, ARC Shared Services LLC, and the Lender in the form of Exhibit A attached hereto; (c) receipt by each Holder of (i) a certificate Each of the Secretary or Assistant Secretary of each Obligor, dated the date hereof, certifying as to (A) the resolutions attached thereto and the corporate proceedings relating Additional Borrowers shall have delivered to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and (ii) (A) Lender a duly completed Perfection Certificate in the case form of Exhibit C to the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman IslandsCredit Agreement; (d) the Company The Lender shall have paidreceived a Certificate of the Secretary of ARC, or reimbursed certifying that this Amendment has been duly authorized by the Holders for, Boards of Directors of each of the reasonable fees, charges and disbursements of special counsel to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively)Existing Borrowers; (e) receipt The Lender shall have received such documents and certificates as the Lender may reasonably request relating to the organization, existence and good standing of the Additional Borrowers, the authorization by the sole member of each Holder Additional Borrower of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident to the transactions contemplated hereby as and other legal matters relating to the Required Holders or their counsel may Additional Borrowers, this Amendment, the Credit Agreement and the other Loan Documents, all in form and substance reasonably request; andsatisfactory to the Lender. (f) The Obligors Lender shall have provided received evidence satisfactory to it that the Additional Borrowers shall have taken or caused to be taken all such actions, executed and delivered or caused to be executed and delivered all such agreements, documents and instruments and made or caused to be made all such filings and recordings (other than filings or recordings to be made by the Lender on or after the effective date of this Amendment) that may be necessary or, in the opinion of the Lender, desirable in order to create in favor of the Lender, valid and (upon such filing and recording) perfected First Priority security interests in the entire personal and mixed property Collateral of the Additional Borrowers. (g) The Lender shall have received Wynnchurch's written acknowledgement with respect to the Holders evidence that modifications to the Company has entered into (or is concurrently entering into) a substantially identical (in relation Credit Agreement contemplated by this Amendment and Wynnchurch's written agreement to terms) amendment the subordination of the Note Subordinated Obligations to the Senior Obligations of the Additional Borrower, all in form and Guaranty Agreement substance satisfactory to the Lender; and (h) The Borrowers shall have reimbursed the Lender for each other series of outstanding senior notes of any Obligorall reasonable costs and expenses, including reasonable legal fees and disbursements, incurred by the Lender in connection with this Amendment and the transactions contemplated hereby.

Conditions to Effectiveness. The effectiveness This Amendment shall not be effective until (i) the Company and the holders of 51% in aggregate principal amount of the outstanding Notes shall have executed and delivered this Amendment and each of the Guarantors has executed and delivered its Consent hereto, (ii) each Purchaser shall have received from Xxxxxxxxx Xxxxxx, PLLC, Special Counsel for the Company, its legal opinion with respect to the Company and the Security Guarantors, dated the effective date of this Amendment is expressly subject Amendment, in form and substance reasonably satisfactory to each Purchaser and special counsel to the following conditions: Purchasers, covering the matters set forth in Exhibit C attached hereto, (aiii) each Purchaser shall have received from the Company a certificate dated the effective date of this Amendment, signed by the Senior Vice President and Chief Financial Officer of the Company, to the effect that the representations and warranties made by of the Obligors under Section 1 of this Amendment shall be Company set forth in Exhibit D attached hereto are true and correct; (b) executed counterparts correct on and with respect to the effective date of this Amendment, duly executed (iv) the Company shall have paid all of the out-of-pocket expenses incurred by the Obligors Purchasers in connection with the consummation of the transactions contemplated by this Amendment, including, without limitation, the fees and Holders constituting Required Holders disbursements of Xxxxxxx and Xxxxxx LLP, special counsel to the Purchasers and (v) the Company shall have also satisfied each of the following closing conditions: 1. Each of the Intercreditor Agreement (as described in Section 1.1 hereof) and the Security Agreement (as described in Section 1.1 hereof) shall have been duly executed, acknowledged and delivered by the respective parties thereto and shall be in full force and effect. 2. The Company and the Lenders shall have entered into the Credit Agreement and each Purchaser shall have received a copy of the Credit Agreement, with all amendments thereto, certified as true and correct by an authorized officer of the Company. 3. The Collateral Agent and each holder of the Notes shall have received reasonably satisfactory evidence that the Collateral is insured against fire and other casualties at replacement cost, together with standard mortgage clauses naming the Collateral Agent (for the benefit of the holders of the Notes) as mortgagee or secured party. The Collateral Agent and each holder of the Notes shall also have received reasonably satisfactory original certificates of general public liability insurance, naming each holder of a Note as an additional insured. All premiums on such policies shall be prepaid by the Company. 4. All actions shall have been taken at the Company's expense as are necessary and appropriate for the holders of the Notes and the Lenders to maintain a valid and perfected first priority lien and security interest in and to the Holders;collateral detailed in the Security Agreement, including, without limitation, the filing and recording of such documents and Uniform Commercial Code financing statements as may be necessary and appropriate. 5. All proceedings taken in connection with the transactions contemplated by this Amendment, and all documents necessary to the consummation thereof, shall be reasonably satisfactory in form and substance to you and your special counsel, and you shall have received a copy (cexecuted or certified as may be appropriate) receipt of all legal documents or proceedings taken in connection with the consummation of said transactions (including, without limitation, approving resolutions duly adopted by the respective Board of Directors of the Company and each Holder of (i) Security Guarantor and accompanied by a certificate of by the Secretary or Assistant Secretary of the Company and each ObligorSecurity Guarantor stating that such resolutions are true and correct, dated have not been altered or repealed and are in full force and effect). 6. As of the effective date hereof, certifying as to (A) the resolutions attached thereto and the corporate proceedings relating to the authorization, execution and delivery of this Amendment and (after giving effect to the performance amendments contemplated hereby), no Default or Event of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in the case of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islands; (d) the Company Default shall have paid, or reimbursed the Holders for, the reasonable fees, charges occurred and disbursements of special counsel to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively); (e) receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident to the transactions contemplated hereby as the Required Holders or their counsel may reasonably request; and (f) The Obligors shall have provided to the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any Obligorcontinuing.

Conditions to Effectiveness. The effectiveness of this Amendment is expressly subject to the following conditions: (a) the representations and warranties made by the Obligors under amendments contained in Section 1 of this Amendment are conditioned upon satisfaction of the following conditions (the date on which all such conditions have been satisfied being referred to herein as the "Fifth Amendment Effective Date"): (i) CCA Western shall have duly executed and delivered (1) an Assumption Agreement in the form attached hereto as Annex 4 with respect to the Guarantee and Security Agreement and with respect to the Mortgages encumbering the Real Estate transferred to it, (2) a counterpart signature page to the Subordinated Intercompany Note and (3) any other documentation required under, or requested by the Administrative Agent pursuant to, Section 6.10 of the Credit Agreement or otherwise, all in form and substance reasonably satisfactory to the Administrative Agent (any documentation delivered to the Administrative Agent pursuant to this clause (i), the "New Loan Documents"), (ii) CCA of Tennessee, Inc. shall have complied with all applicable requirements of Section 5.6 of the Guarantee and Security Agreement with respect to the change of its legal name and structure to CCA of Tennessee, LLC and (iii) the Governing Documents of each of CCA Western and CCA of Tennessee, LLC shall be true reasonably satisfactory in form and correctsubstance to the Administrative Agent; (b) executed counterparts all aspects of this Amendmentthe Additional Real Property Transfers, duly executed by the Obligors and Holders constituting Required Holders all documentation related thereto, shall have been delivered be reasonably satisfactory to the HoldersAdministrative Agent; (c) receipt by each Holder of (i) a certificate of the Secretary or Assistant Secretary of each ObligorAdministrative Agent shall have received signed written authorization from the requisite Lenders to execute this Amendment, dated the date hereof, certifying as to (A) the resolutions attached thereto and the corporate proceedings relating to the authorization, execution and delivery shall have received counterparts of this Amendment signed by the Borrower and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effectother Agents, and (ii) (A) in the case counterparts of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State consent of the State Subsidiary Guarantors attached hereto as Annex 5 (the "Consent") executed by each of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman IslandsSubsidiary Guarantors; (d) each of the Company shall have paid, or reimbursed the Holders for, the reasonable fees, charges representations and disbursements of special counsel to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm warranties in Section 3 below shall be true and correct in all material respects on and as of the firm retained to represent all holders of Notes collectively)Fifth Amendment Effective Date; (e) receipt the Administrative Agent shall have received a modified ALTA-11 endorsement from the Title Insurance Company for each of its mortgagee's title insurance policies relating to the Mortgages; (f) the Administrative Agent shall have received payment in immediately available funds of all expenses incurred by the Administrative Agent (including, without limitation, legal fees) for which invoices have been presented, on or before the Fifth Amendment Effective Date; (g) the Administrative Agent shall have received the executed legal opinions of (i) each Holder of opinions from Xxxxxx Xxxxxx Bass, Xxxxx & XxxxxXxxx PLC, Miles & Stockbridge and Xxxx Xxxxxxx LLP, special counsel for to the ObligorsBorrower and its Subsidiaries, regarding customary matters (including, without limitation, the enforceability of this Amendment, the Credit Agreement, as amended, and Walkers the New Loan Documents against all parties thereto, and no conflict with law or material agreements) and (Caymanii) LLP, special Cayman Islands such local counsel for Oaktree Cayman, in each case covering the matters incident to the transactions contemplated hereby as the Required Holders or their counsel may reasonably requestAdministrative Agent shall request regarding the continued enforceability of the Mortgages and other customary matters; (h) the Administrative Agent shall have received with respect to CCA Western (i) customary corporate, incumbency and closing certificates and (ii) satisfactory results of lien searches; and (fi) The Obligors the Administrative Agent shall have provided to the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment of the Note received such other documents, instruments, certificates, opinions and Guaranty Agreement for each other series of outstanding senior notes of any Obligorapprovals as it may reasonably request.

Conditions to Effectiveness. The effectiveness amendments set forth in Section 2 and the amendment and restatement of this Amendment is expressly subject to the Existing Notes set forth in Section 3 shall become effective on the first date on which the following conditions:conditions precedent have been satisfied or waived (the first date on which such conditions shall have been so satisfied or waived, the “First Amendment Effective Date”): (a) The Company, MetLife and the representations Holders shall have executed and warranties made by the Obligors under Section 1 delivered a counterpart of this Amendment shall be true and correct;Amendment. (b) executed counterparts of this Amendment, duly executed by MetLife and the Obligors and Holders constituting Required Holders shall have been delivered received a fully executed copy of an amendment agreement to the Existing Credit Facility, dated as of April 17, 2020 (the “Bank Amendment”), by and among the Company, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto, in form and substance satisfactory to the Required Holders;. (c) receipt MetLife and the Holders shall have received a fully executed copy of an amendment agreement to the New York Life Master Note Facility, dated as of the date hereof (the “New York Life Amendment”), by each Holder and among the Company, NYL Investors LLC and the other holders of notes party thereto, in form and substance satisfactory to the Required Holders. (d) MetLife and the Holders shall have received a fully executed copy of an amendment agreement to the Prudential Shelf Agreement, dated as of the date hereof (the “Prudential Amendment”), by and among the Company, PGIM, Inc., The Prudential Insurance Company of America and the other holders of notes party thereto, in form and substance satisfactory to the Required Holders. (e) MetLife and the Holders shall have received a certificate signed by a Responsible Officer of the Company, in form and substance satisfactory to the Holders, certifying that the conditions specified in clauses (h) and (i) of this Section 5 has been satisfied as of the First Amendment Effective Date. (f) MetLife and the Holders shall have received a certificate of the a Secretary or Assistant Secretary of each Obligorthe Company, dated as of the date hereof, (i) certifying as to (A) the resolutions attached thereto thereto, incumbency of applicable officers and the other corporate proceedings relating to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder Amended and (B) the Obligors’ organization documents currently in effectRestated Notes, and (ii) (A) in the case attaching true, correct and complete copies of the Obligors other than Oaktree Caymancorporate charter and bylaws of the Company or certifying that the corporate charter and bylaws most recently provided to the Holders are still in full force and effect and have not since been amended, restated, supplemented or otherwise modified in any respect. (g) MetLife and the Holders shall have received a recent “good standing certificate” certificate for the Company from the Secretary of State of Delaware, dated of a recent date, and such other evidence of the State status of Delaware (which certificate shall indicate that the Obligor is in good standing Company as MetLife and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islands;Holders may reasonably request. (dh) Each of the representations and warranties set forth in Section 4 above shall be true and correct as of the date of the execution and delivery of this Amendment and as of the First Amendment Effective Date as if made on and as of such date (or if any representation and warranty is expressly stated to have been made as of a specific date, as of such specific date). (i) No Default or Event of Default shall have occurred and be continuing on and as of the First Amendment Effective Date or immediately after giving effect to this Amendment. (j) Each holder of the Notes shall have received payment of an amendment fee of 10 basis points (0.10%) of the principal amount of the outstanding Notes held by such holder. (k) The Company shall have paid, or reimbursed the Holders for, paid the reasonable fees, charges fees and disbursements of the Holders’ special counsel to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively); (e) receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident to the transactions contemplated hereby as the Required Holders or their counsel may reasonably request; and (f) The Obligors shall have provided to the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any Obligoraccordance with Section 7 below.

Conditions to Effectiveness. The effectiveness This Agreement shall become effective on the first day on which the Administrative Agent shall have received the following documents, instruments and Fees, all of this Amendment is expressly subject which shall be in a form and substance acceptable to the following conditionsAdministrative Agent: (a) the representations and warranties made by the Obligors under Section 1 of this Amendment shall be true and correct; (b) executed counterparts of this Amendment, duly executed by the Obligors and Holders constituting Required Holders shall have been delivered to the Holders; (c) receipt by each Holder of (i) a certificate A Certificate of the Secretary or Assistant Secretary of each Obligor, dated the date hereof, Transferor in substantially the form of Exhibit I hereto certifying as to (Ai) the resolutions attached thereto names and signatures of the officers and employees authorized on its behalf to execute this Agreement and any other documents to be delivered by it hereunder (on which Certificate the Administrative Agent, the CP Conduit Purchasers and the corporate proceedings relating to Committed Purchasers may conclusively rely until such time as the authorization, execution and delivery Administrative Agent shall receive from the Transferor a revised Certificate meeting the requirements of this Amendment and the performance of its obligations hereunder and clause (B) the Obligors’ organization documents currently in effecta)(i)), and (ii) (A) in the case a copy of the Obligors other than Oaktree CaymanTransferor's Certificate of Incorporation, certified by the Secretary of State of the State of Delaware, (iii) a recent “good standing certificate” from copy of the Transferor's By-Laws, (iv) a copy of resolutions of the Board of Directors of the Transferor approving this transaction and (v) certificates of the Secretary of State of the State of Delaware (which certificate shall indicate that certifying the Obligor is in Transferor's good standing and has legal existence in under the laws of the State of Delaware. (b) A Certificate of the Secretary or Assistant Secretary of each Seller in substantially the form of Exhibit I hereto certifying (i) the names and signatures of the officers and employees authorized on its behalf to execute the Receivables Purchase Agreement and any other documents to be delivered by it (on which Certificate the Administrative Agent, the CP Conduit Purchasers and the Committed Purchasers may conclusively rely until such time as the Administrative Agent shall receive from the Seller a revised Certificate meeting the requirements of this clause (b)(i)), (ii) a copy of the Seller's certificate of incorporation, certified by the Secretary of State of the state of such Seller's incorporation, (iii) a copy of the Seller's By-Laws, (iv) a copy of resolutions of the Board of Directors of the Seller approving this transaction and (Bv) certificates of the Secretary of State of the state of such Seller's incorporation, certifying the Seller's good standing under the laws of such state. (c) Acknowledgment copies evidencing the filing in the case appropriate filing offices of Oaktree Caymanproper financing statements (Form UCC-1), a certificate naming the Transferor as the debtor, the Administrative Agent, as secured party, and of good standing issued by the Registrar of Exempted Limited Partnerships such other similar instruments or documents as may be necessary or, in the Cayman Islands;reasonable opinion of the Administrative Agent, desirable under the Relevant UCC of all appropriate jurisdictions or any comparable law to perfect the Administrative Agent's security interest in all Receivables, Related Security, Proceeds and Collections. (d) Acknowledgment copies evidencing the Company shall have paidfiling in the appropriate filing offices of proper financing statements (Form UCC-1), or reimbursed the Holders fornaming each Seller as debtor, the Transferor as secured party, and the Administrative Agent, as assignee of the secured party, and of such other similar instruments or documents as may be necessary or, in the reasonable feesopinion of the Administrative Agent, charges desirable under the Relevant UCC of all appropriate jurisdictions or any comparable law to perfect the Transferor's ownership or security interest in all Receivables, Related Security and disbursements of special counsel to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively);Collections. (e) receipt by each Holder Acknowledgment copies evidencing the filing in the appropriate filing offices of opinions from Xxxxxx Xxxxxx & Xxxxxproper financing statements (Form UCC-3), LLPif any, special counsel for the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident necessary to terminate or assign to the transactions contemplated hereby as Administrative Agent all security interests and other rights of any person in Receivables previously granted by the Required Holders or their counsel may reasonably request; andTransferor. (f) The Obligors shall have provided Acknowledgment copies evidencing the filing in the appropriate filing offices of proper financing statements (Form UCC-3), if any, necessary to terminate or assign to the Holders evidence that Administrative Agent all security interests and other rights of any person in Receivables, Related Security or Proceeds previously granted by the Company has entered into Sellers. (g) Certified copies of request for information or copies (Form UCC-11) (or is concurrently entering intoa similar search report certified by parties acceptable to the Administrative Agent), dated a date reasonably near the Closing Date, listing all effective financing statements which name the Transferor and any Seller (under their respective present names and any previous names) a substantially identical as debtor and which are filed in jurisdictions in which the filings were made pursuant to item (in relation c), (d), (e) or (f) above together with copies of such financing statements (none of which, except for those filed pursuant to termsitem (c) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of or (d) or those terminated pursuant to item (e) or (f), shall cover any ObligorReceivables, Related Security or Contracts).

Conditions to Effectiveness. The effectiveness This Agreement shall become effective on the first day on which all of this Amendment is expressly subject to the following conditionsconditions have been satisfied: (a) A Certificate of the representations Secretary of the Debtor certifying (i) the names and warranties made signatures of the officers and other agents authorized on its behalf to execute this Agreement and the other Transaction Documents and any other documents to be delivered by it hereunder or thereunder (on which Certificate the Collateral Agent and the Secured Parties may conclusively rely until such time as the Collateral Agent and the Secured Parties shall receive from the Debtor a revised Certificate meeting the requirements of this clause (a)(i)), (ii) a copy of the Debtor's Certificate of Incorporation, as amended to the date hereof, certified by the Obligors under Section 1 Secretary of this Amendment shall be true and correct; State of the State of Delaware, (biii) executed counterparts a copy of this Amendmentthe Debtor's By-laws, duly executed by the Obligors and Holders constituting Required Holders shall have been delivered as amended to the Holders; date hereof, (civ) receipt by each Holder a copy of resolutions of the Debtor's Board of Directors approv ing the transactions contemplated hereby and (iv) a certificate of the Secretary or Assistant Secretary of each Obligor, dated the date hereof, certifying as to (A) the resolutions attached thereto and the corporate proceedings relating to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in the case of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware certifying the Debtor's good standing. (b) A Certificate of the Secretary of the Collection Agent certifying (i) the names and signatures of the officers authorized on its behalf to execute this Agreement and any other documents to be delivered by it hereunder (on which certificate Certificate the Collateral Agent and the Secured Parties may conclusively rely until such time as the Collateral Agent and Secured Parties shall indicate that receive from the Obligor is in good standing and has legal existence in Collection Agent a revised Certificate meeting the requirements of this clause (a)(i)), (ii) a copy of the Collection Agent's Articles of Incorporation, as amended to the date hereof, certified by the Secretary of State of the State of DelawareIndiana, (iii) and (B) in a copy of the case of Oaktree CaymanCollection Agent's By-laws, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islands; (d) the Company shall have paid, or reimbursed the Holders for, the reasonable fees, charges and disbursements of special counsel as amended to the Holders; provided that date hereof, (iv) a copy of resolutions of the Company shall not be liable for the attorneys’ fees, costs and disbursements Collection Agent's Board of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively); (e) receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident to Directors approving the transactions contemplated hereby as the Required Holders or their counsel may reasonably request; and and (f) The Obligors shall have provided to the Holders evidence that the Company has entered into (or is concurrently entering intov) a substantially identical (in relation to terms) amendment certificate of the Note and Guaranty Agreement for each other series Secretary of outstanding senior notes State of any Obligorthe State of Indiana certifying the Collection Agent's existence.

Conditions to Effectiveness. The effectiveness This Amendment shall become effective only upon satisfaction of this Amendment is expressly subject to the following conditions:condition precedents (the date upon which such condition has been satisfied being herein called the “Seventh Amendment Effective Date”): (a) the representations and warranties made by the Obligors under Section 1 Agent shall have received duly executed counterparts of this Amendment shall be true which, when taken together, bear the authorized signatures of the Borrower, the Guarantors, the New Guarantor, the Lenders, and correctthe Agent; (b) executed counterparts of this Amendmentwith respect to the New Guarantor, duly executed by the Obligors and Holders constituting Required Holders Agent shall have been delivered authorized to make all filings and recordations necessary to perfect its Liens in the HoldersCollateral and shall have received UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens; (c) receipt by each Holder the Agent shall have received a certificate of a duly authorized officer of New Guarantor, certifying (i) a certificate that the attached copies of the Secretary or Assistant Secretary such Obligor’s Organic Documents, in each case, are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of each Obligor, dated the date hereof, certifying as to (A) the resolutions attached thereto and the corporate proceedings relating to the authorization, authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this Amendment and the performance of its obligations hereunder credit facility; and (Biii) to the Obligors’ organization documents currently in effecttitle, name and (ii) (A) in signature of each Person authorized to sign the case of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman IslandsLoan Documents; (d) the Company Agent shall have paidreceived a written opinion of O’Melveny & Xxxxx LLP as it relates to New Guarantor, or reimbursed the Holders for, the reasonable fees, charges in form and disbursements of special counsel substance reasonably satisfactory to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively)Agent; (e) receipt the Agent shall have received certificates of insurance for the insurance policies carried by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for or covering the Obligors, including the New Guarantor, together with lender’s loss payee endorsements, all in compliance with the Loan Documents and Walkers (Cayman) LLPupon request from the Agent, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident to the transactions contemplated hereby as the Required Holders or their counsel may reasonably requestcopies of such insurance policies; and (f) The Obligors the Agent shall have provided to received a good standing certificate of New Guarantor, issued by the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment Secretary of the Note and Guaranty Agreement for each other series State of outstanding senior notes such New Guarantor’s jurisdiction of any Obligororganization.

Conditions to Effectiveness. The effectiveness This Amendment shall be effective on the date when the Required Holders determine that each of this Amendment is expressly subject to the following conditionsconditions have been met: (a) the representations and warranties made by the Obligors under Section 1 of this Amendment Tranche A Purchase shall be true and correcthave been consummated; (b) executed counterparts of this Amendment, duly executed by the Obligors and Holders constituting Required Holders Amendment shall have been duly executed and delivered to by the HoldersCompany, each of the Tranche A Purchasers and each of the Tranche B Purchasers; (c) receipt by each Holder of (i) a certificate of the Secretary or Assistant Secretary of each ObligorCompany, dated the date hereof, certifying as to (A) the resolutions attached thereto Senior Agent and the corporate proceedings relating other parties thereto shall have delivered a fully executed copy of Limited Waiver and Amendment No. 18 to the authorization, execution and delivery of this Amendment and Senior Credit Agreement in substantially the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in the case of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islandsform attached hereto as Exhibit E; (d) the Company Company, the Senior Agent and the other parties thereto shall have paid, or reimbursed the Holders for, the reasonable fees, charges and disbursements delivered a fully executed copy of special counsel Amendment No. 6 to the Holders; provided that Mexican Facility in substantially the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively)form attached hereto as Exhibit F; (e) the Company, the Senior Agent and the other parties thereto shall have delivered a fully executed copy of the Third Amended and Restated Subordination and Intercreditor Agreement in substantially the form attached hereto as Exhibit G (the “Third Amended and Restated Subordination Agreement”); (f) the Company, the WLR Purchasers and the other parties thereto shall have delivered a fully executed copy of the Amended and Restated Debt Subordination Agreement in substantially the form attached hereto as Exhibit H; (g) the Company and the other parties thereto shall have delivered a fully executed copy of the Collateral Document Amendment Agreement, which shall amend the Guaranty and Security Agreement, the Pledge Agreement and any other Collateral Document as the Collateral Agent may reasonably request, in substantially the form attached hereto as Exhibit I; (h) receipt by each Holder the Purchasers of opinions in substantially the form attached hereto as Exhibits J and K from Xxxxx Day and Xxxxxx Xxxx Xxxxxx Xxxx & XxxxxXxxxxxxxxx, LLPrespectively, special counsel for of the ObligorsCompany; (i) receipt by the Purchasers of all of the agreements, documents, instruments and Walkers (Cayman) LLPother items set forth on the Closing Checklist attached hereto as Exhibit L, special Cayman Islands counsel for Oaktree Cayman, each in each case covering the matters incident form and substance reasonably satisfactory to the transactions contemplated hereby Purchasers; (j) receipt by the Purchasers of such other instruments and documents as the Required Holders or their counsel they may reasonably request; and (fk) The Obligors shall have provided payment by the Company of all reasonable, out-of-pocket expenses of the Purchasers due and payable on or prior to the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any Obligordate hereof.

Conditions to Effectiveness. The effectiveness of this Amendment is expressly subject to conditioned upon receipt by the following conditionsAdministrative Agent of the following: (a) the representations and warranties made by the Obligors under Section 1 of this Amendment shall be true and correct; (b) executed counterparts of this Amendment, duly executed by the Obligors parties hereto; (b) the execution and Holders constituting Required Holders shall have been delivered delivery of replacement Notes issued by the Borrowers (including CFS Xxxxxx as a new Borrower) and payable to each of the Lenders in the principal amounts set forth on the column entitled "Loan Commitment" on Schedule II to the HoldersCredit Agreement, which Notes shall be renewals and replacements of, and shall be given in substitution and exchange for, but not in payment of, those Notes held by each Lender prior to the effectiveness of this Amendment; (c) receipt by each Holder of (i) a certificate all agreements, documents, instruments and other writings of the Secretary or Assistant Secretary type described in Section 5.1.1 of the Credit Agreement with respect to CFS Xxxxxx, CPG Holdings and each Obligor, dated of the date hereof, certifying as to Merger Subsidiaries (Ahereinafter defined) the resolutions attached thereto and the corporate proceedings relating opinions of counsel in form and substance satisfactory to the authorization, execution and delivery of this Amendment and Administrative Agent substantially covering the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in the case of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued matters covered by the Registrar of Exempted Limited Partnerships in opinions delivered on the Cayman IslandsEffective Date with respect to such entity; (d) copies of all financial statements (including pro forma financial statements), reports, notices and proxy statements and all filings (including any filings on Form S-1 or Form 8 or Form 10) made with the Company shall have paidSecurities Exchange Commission in connection with the initial public offering by Copano Energy, or reimbursed L.L.C., formerly known as Copano Energy Holdings, L.L.C. of "Common Units" as defined in the Holders for, Copano Energy LLC Agreement (the reasonable fees, charges and disbursements of special counsel to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively"IPO"); (e) receipt evidence satisfactory to the Administrative Agent that (i) the IPO shall have been effected as contemplated by each Holder the S-1 filing of opinions Copano Holdings (as defined after giving effect to this Amendment and used herein with the same meaning), and (ii) Copano Holdings has received net proceeds of an aggregate amount of not less than $80,000,000 as a result of such IPO; (f) a copy of the Second Amended and Restated Limited Liability Company Agreement of Copano Energy, L.L.C., dated as of the date hereof and certified by an Authorized Officer of Copano Energy, L.L.C. and attached hereto as Exhibit A; (g) all filed Uniform Commercial Code financing statements or similar instruments naming Copano Holdings as debtor have been filed and/or amended to reflect its new name in a manner satisfactory to the Administrative Agent and all such other Uniform Commercial Code financing statements, continuations and/or amendments have been made as requested by the Administrative Agent, or arrangements have been made therefore in a manner satisfactory to the Administrative Agent, to maintain the priority and perfection of the Liens granted by Copano Holdings or Copano Energy, L.L.C. to Administrative Agent; (h) all pledges, security agreements, guaranties and other documents, and/or amendments and Uniform Commercial Code financing statements thereto, as the Administrative Agent may request shall be executed and delivered so that all of the equity interests and assets of the Merger Subsidiaries are appropriately pledged to secure the Obligations, or satisfactory arrangement have been made therefor in a manner satisfactory to the Administrative Agent; (i) evidence that the insurance policies of the Borrowers have been revised in a manner satisfactory to the Administrative Agent; (j) evidence in form and substance satisfactory to the Administrative Agent of (i) the completed merger between Copano Energy Holdings, L.L.C. (Organizational ID. Number 3423746) and Copano Energy, L.L.C. (Organizational ID. Number 3342602), with the Copano Energy Holdings, L.L.C. being the survivor and succeeding to the rights of, and becoming obligated to the obligations, liabilities and duties of, Copano Energy, L.L.C., and the subsequent name change of the surviving entity from Xxxxxx Xxxxxx & Xxxxx"Copano Energy Holdings, LLPL.L.C." to "Copano Energy, special counsel L.L.C.", (ii) the creation of CPG LP Holdings, L.L.C., a Delaware limited liability company ("CPG Holdings"), (iii) the creation of Copano Field Services/Central Gulf Coast GP, L.L.C., a Delaware limited liability company ("CFS/CGC GP"), Copano Pipelines GP, L.L.C., a Delaware limited liability company ("CP GP"), Copano Field Services GP, L.L.C., a Delaware limited liability company ("CFS GP"), and Copano Energy Services GP, L.L.C., a Delaware limited liability company ("CES GP") (collectively the "Merger Subsidiaries"); (iv) the completed mergers between Copano Field Services/Central Gulf Coast (Texas), L.L.C. and CFS/CGC GP, Copano Field Services L.L.C. and CFS GP, Copano Pipelines L.L.C. and CP GP, and Copano Energy Services, L.L.C. and CES GP, with the latter respective entities being the survivors and succeeding to the rights of, and becoming obligated to the obligations, liabilities and duties of, the former respective entities, and (v) the requisite assignments, contributions, partnership interest conversions, and undertakings necessary so that the corporate structure of CPG and its Subsidiaries after giving effect to this Amendment is as set forth on Schedule IV attached hereto; (k) the Administrative Agent shall have received for the Obligorsaccount of the Lender Parties, all fees, costs and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident expenses then due and payable to the transactions contemplated hereby as Lender Parties pursuant to the Required Holders or their counsel may reasonably requestLoan Documents; and (fl) The Obligors such other agreements, documents and instruments as the Administrative Agent shall have provided to the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any Obligorreasonably requested.

Conditions to Effectiveness. The effectiveness This Agreement shall become effective on November 4, 2005 (the "EFFECTIVE DATE") provided that the Company and the Required Holders shall have indicated their written consent hereto by executing and delivering the applicable counterparts of this Amendment Agreement in accordance with Section 17.1 of the Existing Note Purchase Agreement. It is expressly subject to understood that any Current Noteholder may withhold its consent for any reason or for no reason, and that, without limitation of the foregoing, any Current Noteholder hereby makes the granting of its consent contingent upon satisfaction of each of the following conditions: (a) the representations and warranties made by the Obligors under Section 1 of this Amendment shall be true and correct; (b) executed counterparts of this Amendment, duly executed by the Obligors and Holders constituting Required Holders shall have been delivered to the Holders; (c) receipt by each Holder of (i) a certificate of the Secretary or Assistant Secretary of each Obligor, dated the date hereof, certifying as to (A) the resolutions attached thereto and the corporate proceedings relating to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in the case of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islands; (d) the Company shall have paidentered into and delivered to each of the Current Noteholders a true and correct copy of an amendment to the Credit Agreement entered into on the date hereof, providing for corresponding amendments (as applicable) to the Amendments provided for herein, together with all agreements and documents executed in connection therewith, in form and substance satisfactory to the Current Noteholders; (ii) the Company shall have pledged to the Collateral Agent for the benefit of the holders of Notes and the lenders party to the Credit Agreement 65% of each class of the issued and outstanding capital stock of each Material Foreign Subsidiary (as defined in the Second Amendment Agreement) pursuant to agreements duly executed and delivered by it to the Collateral Agent or reimbursed its counsel, together with such other documents as are required under local law to create a valid, enforceable and perfected lien on such stock (except that, with respect to the Holders forCompany's Indian Subsidiary, delivery of faxed copies of such documents shall have been provided, with a commitment to deliver the originals thereof on the next business day) in form and substance satisfactory to the Collateral Agent and the Current Noteholders; (iii) the Company shall have delivered a certificate of one of its Senior Financial Officers (A) attaching projections of Consolidated EBITDA and Consolidated Capital Expenditures for each fiscal quarter of the Company during the Specified Compliance Period, (B) acknowledging that such projections are the "Covenant Compliance Projections" referred to in the Note Purchase Agreement and (C) certifying that such projections contained therein have been prepared by the Company on the basis of assumptions which the Company reasonably believes are reasonable feesin light of the historical performance of the Company and its Subsidiaries and reasonably foreseeable business conditions, charges in form and disbursements substance (including the Covenant Compliance Projections) satisfactory to the Current Noteholders; (iv) the Company shall have delivered legal opinions of Miller, Canfield, Paddock and Stone, PLC and of Xxxxx XxXxxxxx, general counsel to the Company, with respect to such matters as the Current Noteholders may reasonably request and otherwise in form and substance satisfactory to them; and (v) the Company shall have entered into and delivered to each of the Current Noteholders a true and correct copy of the following, each in form and substance satisfactory to the Current Noteholders: (A) a revised engagement agreement with Xxxxxxx XxXxxxxxx LLP ("XXXXXXX"), special counsel to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively); (e) receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident to the transactions contemplated hereby as the Required Holders or their counsel may reasonably requestCurrent Noteholders; and (fB) The Obligors shall have provided a revised engagement agreement with Xxxxxx, Del Genio, Xxxxx & Co. LLC ("CDG"), financial advisor to the Holders evidence that Current Noteholders, providing for the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment engagement of the Note and Guaranty Agreement for each other series CDG as of outstanding senior notes of any ObligorOctober 26, 2005.

Conditions to Effectiveness. The effectiveness of this Amendment is expressly Agreement and the amendments provided herein are subject to satisfaction of the following conditionsconditions precedent: (a) the representations and warranties made receipt by the Lender of a copy of the following documents, duly executed and delivered by all parties thereto: (i) this Agreement; (ii) the parties have entered into the [DELETED – NATURE OF AGREEMENT] substantially in the form [DELETED – DETAILS REGARDING A POTENTIAL RIGHT OF LENDER]; (iii) an acknowledgement and confirmation (in form and substance substantially similar to the forms delivered on May 1, 2018) in respect of the Ontario security; (iv) an acknowledgement and confirmation (in form and substance substantially similar to the forms delivered on May 1, 2018) in respect of the New York security; (v) a deed of variation and confirmation by PBT UK, Pharma SMT and Pharma SMT Holdings in favour of the Lender in respect of a charge over patents and other security governed by the laws of England and Wales; (vi) a copy of all notices required to be sent under the documents governed by Isle of Man law and the laws of England and Wales executed by the relevant Obligors; (vii) certificates of status, good standing, or the equivalent for each Obligor; (viii) Officer’s Certificates attaching the articles, bylaws, authorizing resolutions and incumbency certificate of each Obligor; and (ix) opinions of Quebec, Ontario and Delaware counsel to the Borrower acceptable to the Lender and Lender’s counsel, acting reasonably, as to matters relating to the Obligors under and the entering into of the documents listed in Section 1 5.1(a), other than clause (ii); and (x) a deed of this Amendment shall be true variation and correct;confirmation by PBL in favour of the Lender in respect of patents governed by Isle of Man law. (b) executed counterparts the Borrower has taken all corporate action necessary to authorize the issuance of this Amendment, duly executed by the Obligors and Holders constituting Required Holders shall have been delivered to the Holders‘Series A’ Preferred Shares contemplated hereunder; (c) receipt by the representations and warranties contained in Article VI of each Holder of (i) a certificate of the Secretary or Assistant Secretary Existing Loan Agreements are true and correct as of each Obligor, dated the date hereof, certifying as to hereof (A) the resolutions attached thereto and the corporate proceedings relating to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in the case of the Obligors other than Oaktree Cayman, those expressed to be made as of a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islandsspecific date); (d) no Default or Event of Default has occurred and is continuing on the Company shall have paid, or reimbursed the Holders for, the reasonable fees, charges and disbursements of special counsel to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively)date hereof; (e) receipt no material adverse information shall have become known to the Lender with respect to the Borrower or any Guarantor which is inconsistent with or was omitted from the information previously disclosed to the Lender (including by each Holder way of opinions from Xxxxxx Xxxxxx & Xxxxxpublic disclosure); (f) the filings and registrations shall have been made to perfect the Liens granted pursuant to the Security Documents (including the Patents Security Agreements) (including in respect of all granted Patents, LLPother than the Excluded Patents) in all jurisdictions reasonably required by the Lender (for purposes of closing, special counsel for those jurisdictions being Canada, the United States and the United Kingdom), and the Security shall constitute, subject only to Permitted Encumbrances, a first ranking charge over the property (other than Excluded Property) of the Obligors, and Walkers ; (Caymang) LLP, special Cayman Islands counsel for Oaktree Cayman, such ancillary documents have been entered into in each case covering all jurisdiction reasonably required by the matters incident Lender to give effect to the transactions contemplated hereby as the Required Holders or their counsel may reasonably requesthereby; and (fh) The Obligors the Lender shall have provided to received payment in full of all of its expenses payable in connection with this Agreement, including the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment reasonable fees and expenses of the Note and Guaranty Agreement for each other series of outstanding senior notes of any Obligorits counsel.

Conditions to Effectiveness. The effectiveness of this Amendment is expressly subject to the satisfaction of the following conditionsconditions precedent in a manner satisfactory to Agent, unless specifically waived in writing by Agent: (a) Agent shall have received each of the representations following, each in form and warranties made substance satisfactory to Agent, in its sole discretion, and, where applicable, each duly executed by the Obligors under Section 1 of this Amendment shall be true and correct;each party thereto, other than Agent: (bi) executed counterparts of this This Amendment, duly executed by Companies, the Obligors Guarantor and Holders constituting Required Holders shall have been delivered to the HoldersNew Guarantors; (cii) receipt Pledge Agreement duly signed by each Holder Steel International Limited pledging all of its partnership interests in Steel International; (iiii) a certificate Pledge Agreement duly signed by Steel International General pledging all of the Secretary or Assistant Secretary its partnership interests in Steel International; (iv) Pledge Amendment duly signed by LSSC pledging all of each Obligorits membership interests in Steel International Limited and Steel International General; (v) Pledge Amendment duly signed by FTI pledging 65% of its ownership interests in Fintube (Thailand) Limited, dated the date hereof, certifying as to together with (A1) the resolutions attached thereto stock powers duly signed in blank and the corporate proceedings relating to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder and original stock certificate evidencing FTI’s ownership in Fintube (BThailand) the Obligors’ organization documents currently in effectLimited, and (ii2) evidence of recordation of the pledge of 65% of the ownership interests in Fintube (AThailand) Limited in the case register of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware shareholders for Fintube (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of DelawareThailand) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman IslandsLimited; (dvi) A Guaranty duly signed by the Company shall have paid, or reimbursed the Holders for, the reasonable fees, charges and disbursements of special counsel to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively)New Guarantors; (evii) receipt by each Holder of opinions Opinion from Xxxxxx Xxxxxx Fulbright & Xxxxx, LLP, special counsel for the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree CaymanXxxxxxxx L.L.P. opining, in each case covering the form and substance satisfactory to Agent, which shall cover such matters incident to the transactions contemplated by this Amendment as Agent may reasonably require and the Companies, the Guarantors and LSSM hereby authorize and direct such counsel to deliver such opinions to Agent; (viii) Certified copies of the resolutions of the Board of Directors, Board of Managers or Executive Committee of each of the Companies, the Guarantors and the New Guarantors, authorizing the execution, delivery and performance of this Amendment and any and all other Loan Documents executed by any of the Companies, the Guarantors or the New Guarantors in connection therewith, along with certificates of incumbency certified by the secretary of the New Guarantors, and, if there has been any change from the most recent incumbency certificates delivered by any of the Companies or the Guarantors, a certificate of incumbency certified by the secretary of each of the Companies and each of the Guarantors, with specimen signatures of the officers of the Companies, the Guarantors and the New Guarantors who are authorized to sign such documents, all in form and substance satisfactory to the Agent; (ix) Evidence satisfactory to the Agent that casualty insurance policies of all Companies and Guarantors listing Agent as loss payee or additional insured, as the Required Holders or their counsel case may reasonably requestbe, have been amended to cover the New Guarantors as well as all Companies and all Guarantors, and are in full force and effect, in form and substance satisfactory to Agent; and (fx) All other documents Agent may request with respect to any matter relevant to this Amendment or the transactions contemplated hereby. (b) The Obligors representations and warranties contained herein and in the Agreement and the other documents executed in connection with the Agreement (herein referred to as “Loan Documents”), as each is amended hereby, shall be true and correct as of the date hereof, as if made on the date hereof, except for such representations and warranties as are by their express terms limited to a specific date. (c) No Default or Event of Default shall have provided occurred and be continuing, unless such Default or Event of Default has been otherwise specifically waived in writing by Agent. (d) All corporate proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be satisfactory to the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any ObligorAgent.

Conditions to Effectiveness. The effectiveness of this Amendment is expressly subject to the following conditions: (a) This Amendment shall become effective as of the representations Amendment Effective Date when the Agent has confirmed (and warranties made has so notified the Borrower) that (i) all conditions precedent set forth in Section 5(b) have been satisfied and (ii) counterparts hereof have been duly executed by the Obligors under Section 1 Borrower and all of this Amendment shall be true the Lenders and correct;delivered to the Agent. The Agent agrees to give the Borrower prompt written confirmation of the effectiveness hereof. (b) The Borrower shall have delivered, or cause to have been delivered, the instruments described below duly executed and where applicable, acknowledged by the Borrower or Subsidiary Guarantor(s) party thereto prior to effectiveness of this Amendment: (i) multiple original counterparts of this Amendment, duly in such number as may be requested by the Agent; (ii) the eight (8) Renewal Notes; (iii) amendments to each of the Mortgages, in form reasonably acceptable to the Agent, to reflect the transactions and agreements contemplated by this Amendment, in such numbers as may be requested by the Agent; (iv) certificates of the relevant secretary or assistant secretary of each of the Borrower and each Subsidiary Guarantor certifying as to the absence of any change in their respective Articles or Certificates of Incorporation and bylaws since November 18, 2003 or, in the case of any which have been amended since November 18, 2003, certifying as to the correctness and completeness of the copies thereof attached to such certificate; (v) certificates of incumbency and specimen signatures of all officers of the Borrower and each Subsidiary Guarantor who are authorized to execute this Amendment and the other Loan Documents contemplated by this Section 5 on behalf of such Persons, each such certificate being executed by the Obligors and Holders constituting Required Holders shall have been delivered to secretary or an assistant secretary of the HoldersBorrower or such Subsidiary Guarantor, as the case may be; (cvi) receipt copies of corporate resolutions approving this Amendment and the other Loan Documents contemplated by this Section 5 and authorizing the transactions contemplated herein and therein, duly adopted by the respective boards of directors of the Borrower and each Holder Subsidiary Guarantor, accompanied by certificates of the secretary or an assistant secretary of the Borrower or such Subsidiary Guarantor, as the case may be, to the effect that such copies are true and correct copies of resolutions duly adopted at a meeting or by unanimous consent of the board of directors of the Borrower or such Subsidiary Guarantor, as the case may be, and that such resolutions constitute all the resolutions adopted with respect to such transactions, have not been amended, modified, or revoked in any respect, and are in full force and effect as of the date of such certificate; (vii) results of searches of the UCC records for the Borrower and each Subsidiary Guarantor of the State where such Person is located (within the meaning of the UCC) from a source acceptable to the Agent and reflecting no Liens against any of the Collateral other than Liens in favor of the Agent or the Collateral Agent (or their predecessors in interest), other than Permitted Liens and Liens permitted under Section 8.3 of the Credit Agreement; (viii) the opinion of counsel to the Borrower and the Subsidiary Guarantors, in the form attached hereto as Annex B, with such changes thereto as may be approved by the Agent; (ix) opinions of special counsel in the states of California, Louisiana, Michigan, Mississippi, New Mexico, Oklahoma, Texas and Wyoming, concerning the sufficiency of the Mortgages in each such state, giving effect to the execution and delivery of the amendments thereto referred to in clause (iii) of this Section 5(b), in form and substance reasonably acceptable to the Agent; (x) payment of all fees due and payable by the Borrower hereunder and under the other Loan Documents and reimbursement from the Borrower, or legal counsel for the Agent shall have received payment from the Borrower, for (i) all reasonable fees and expenses of counsel to the Agent for which the Borrower is responsible pursuant to applicable provisions of this Amendment and for which invoices have been presented as of or prior to the Amendment Effective Date, and (ii) unless filing and recordation is agreed to be the responsibility of the Borrower, estimated fees charged by filing officers and other public officials incurred or to be incurred in connection with the filing and recordation of the amendments to the Mortgages referred to in clause (iii) of this Section 5(b), for which invoices have been presented as of or prior to the Amendment Effective Date; (xi) a letter by an Executive Officer of the Borrower updating the Supplemental Disclosure Letter, in form and substance acceptable to the Agent; and (xii) a certificate of the Secretary or Assistant Secretary Chief Financial Officer of each Obligorthe Borrower attaching a copy of the Senior Indenture, dated the date hereof, and certifying as to that (A) the resolutions attached thereto and the corporate proceedings relating incurrence of Indebtedness hereunder up to the authorization, execution and delivery Revolving Period Commitment Amount (after giving effect to the notice in Section 3 hereof) is permitted as of this Amendment and the performance of its obligations hereunder date hereof by the Senior Indenture and (B) the Obligors’ organization documents currently in effectLiens created under the Security Instruments constitute “Permitted Liens” thereunder (as such term is defined therein), and (ii) (A) in the case of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islands; (d) the Company shall have paid, or reimbursed the Holders for, the reasonable fees, charges and disbursements of special counsel to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent showing all holders of Notes collectively); (e) receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident to the transactions contemplated hereby as the Required Holders or their counsel may reasonably request; and (f) The Obligors shall have provided to the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any Obligorrelevant calculations.

Conditions to Effectiveness. The effectiveness This Agreement shall become effective on the first day on which all of this Amendment is expressly subject to the following conditionsconditions have been satisfied: (a) A Certificate of the representations Secretary of the Debtor certifying (i) the names and warranties made signatures of the officers and other agents authorized on its behalf to execute this Agreement and the other Transaction Documents and any other documents to be delivered by it hereunder or thereunder (on which Certificate the Collateral Agent and the Secured Parties may conclusively rely until such time as the Collateral Agent and the Secured Parties shall receive from the Debtor a revised Certificate meeting the requirements of this clause (a)(i)), (ii) a copy of the Debtor's Certificate of Incorporation, as amended to the date hereof, certified by the Obligors under Section 1 Secretary of this Amendment shall be true and correct; State of the State of Delaware, (biii) executed counterparts a copy of this Amendmentthe Debtor's By-laws, duly executed by the Obligors and Holders constituting Required Holders shall have been delivered as amended to the Holders; date hereof, (civ) receipt by each Holder a copy of resolutions of the Debtor's Board of Directors approving the transactions contemplated hereby and (iv) a certificate of the Secretary or Assistant Secretary of each Obligor, dated the date hereof, certifying as to (A) the resolutions attached thereto and the corporate proceedings relating to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in the case of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware certifying the Debtor's good standing. (b) A Certificate of the Secretary of the Collection Agent certifying (i) the names and signatures of the officers authorized on its behalf to execute this Agreement and any other documents to be delivered by it hereunder (on which certificate Certificate the Collateral Agent and the Secured Parties may conclusively rely until such time as the Collateral Agent and Secured Parties shall indicate that receive from the Obligor is in good standing and has legal existence in Collection Agent a revised Certificate meeting the requirements of this clause (b)(i)), (ii) a copy of the Collection Agent's Articles of Incorporation, as amended to the date hereof, certified by the Secretary of State of the State of DelawareIndiana, (iii) a copy of the Collection Agent's By-laws, as amended to the date hereof, (iv) a copy of resolutions of the Collection Agent's Board of Directors approving the transactions contemplated hereby and (Bv) in the case of Oaktree Cayman, a certificate of good standing issued the Secretary of State of the State of Indiana certifying the Collection Agent's existence. (c) A Certificate of the Secretary of the Seller certifying (i) the names and signatures of the officers and other agents authorized on its behalf to execute this Agreement and the other Transaction Documents and any other documents to be delivered by it hereunder or thereunder (on which Certificate the Collateral Agent and the Secured Parties may conclusively rely until such time as the Collateral Agent and the Secured Parties shall receive from the Seller a revised Certificate meeting the requirements of this clause (c)(i)), (ii) a copy of the Seller's Articles of Incorporation, as amended to the date hereof, certified by the Registrar Secretary of Exempted Limited Partnerships in State of the Cayman Islands;State of Indiana, (iii) a copy of the Seller's By-laws, as amended to the date hereof, (iv) a copy of resolutions of the Seller's Board of Directors approving the transactions contemplated hereby and (v) a certificate of the Secretary of State of the State of Indiana certifying the Seller's existence. (d) Copies of proper financing statements (Form UCC-1), naming UAC as the Company shall have paiddebtor in favor of the Seller as secured party and the Debtor as assignee of the secured party or other similar instruments or documents as may be necessary or in the reasonable opinion of the Seller desirable under the Relevant UCC to perfect the Seller's security interest in the Receivables, Related Security and Collections, free and clear of any Adverse Claim. (e) Copies of proper financing statements (Form UCC-1), naming the Seller as the debtor in favor of the Debtor as secured party and the Collateral Agent, for the benefit of the Secured Parties, as assignee of the secured party or other similar instruments or documents as may be necessary or in the reasonable opinion of the Collateral Agent desirable under the Relevant UCC to perfect the Debtor's security interest in the Receivables, Related Security and Collections, free and clear of any Adverse Claim. (f) Copies of proper financing statements (Form UCC-3), naming the Collateral Agent, for the benefit of the Secured Parties, as assignee of the UCC-1 financing statement reference in Section 4.1(d). (g) Copies of proper financing statements (Form UCC-1), naming the Debtor as the debtor in favor of the Collateral Agent, for the benefit of the Secured Parties, or reimbursed the Holders for, other similar instruments or documents as may be necessary or in the reasonable feesopinion of the Collateral Agent desirable under the Relevant UCC to perfect the Collateral Agent's security interest in the Collateral, charges including all Receivables, Related Security and disbursements Collections, free and clear of any Adverse Claim. (h) Copies of proper financing statements (Form UCC-3) necessary under the Relevant UCC to terminate all security interests and other rights of any person in the Collateral, including the Receivables, Related Security and Collections, previously granted by the Debtor. (i) Certified copies of request for information or copies (Form UCC-11) (or a similar search report certified by parties acceptable to the Collateral Agent) dated a date reasonably near the date of the Closing listing all effective financing statements which name the Debtor the Seller or UAC as debtor and which are filed in jurisdictions in which the filings were made pursuant to item (e) above together with copies of such financing statements (none of which shall cover any Receivables or Contracts). (j) Opinions of Barnes & Thornburg, special counsel to the Holders; provided that Seller, the Company shall not be liable for Debtor xxx thx Xxxxxction Agent, regarding (i) due incorporation, enforceability, noncontravention and other corporate matters and (ii) the attorneys’ feesperfection and priority of the security interest in the Collateral granted in favor of the Deal Agent pursuant to Section 2.1, costs each such opinion in form and disbursements of more than one firm of special counsel (which firm shall be substance satisfactory to the firm retained to represent all holders of Notes collectively);Deal Agent. (ek) receipt by each Holder An opinion of opinions from Xxxxxx Xxxxxx Barrett & Xxxxx, LLPMcNagny, special counsel for to the ObligorsSeller, and Walkers (Cayman) LLPthe Debtor xxx xxx Collection Agent, special Cayman Islands counsel for Oaktree Caymancovering matters relating to Florida law, in each case covering the matters incident form and substance satisfactory to the transactions contemplated hereby Deal Agent. (l) An executed copy of the Fee Letter and payment of the arrangement fee specified therein. (m) The Note, duly executed by the Debtor and appropriately completed. (n) Such other documents as the Required Holders Collateral Agent or their counsel may the Secured Parties shall reasonably request; and (f) The Obligors shall have provided to the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any Obligor.

Conditions to Effectiveness. The effectiveness This Amendment shall become effective on the first date (the “Effective Date”) when all of this Amendment is expressly subject to the following conditions:conditions precedent shall have been satisfied: ​ ​ (a) This Amendment shall have been duly executed and delivered by the Note Parties and the Required Holders. (b) The lenders under that certain Term Facility Agreement (the “Term Facility Agreement”) originally dated May 20, 2013 and most recently amended and restated as of August 5, 2019 by and among the Company, the Parent, Bank of America Europe Designated Activity Company (formerly known as Bank of America Xxxxxxx Xxxxx International Designated Activity Company) as Agent and Lender (as defined therein), shall have (i) consented to the amendment of the corresponding provisions of the Term Facility Agreement on terms substantially similar to, or no more onerous to the Company than, those contained in this Amendment, all to the reasonable satisfaction of the Required Holders (acting in good faith) and (ii) received a fee with respect to such amendment in an amount not to exceed the product of (x) 0.05% times (y) the aggregate Total Commitments under, and as defined in, the Term Facility Agreement. (c) The lenders under that certain Revolving Facilities Agreement (the “RCF Facilities Agreement”) originally dated May 22, 2015 and amended and restated as of April 4, 2019 by and among the Parent, the lenders party thereto and Bank of America Xxxxxxx Xxxxx International Limited as Agent and Security Trustee (as defined therein), shall have (i) consented to the amendment of the corresponding provisions of the RCF Facilities Agreement on terms substantially similar to, or no more onerous to the Company than, those contained in this Amendment, all to the reasonable satisfaction of the Required Holders (acting in good faith) and (ii) received a fee with respect to such amendment in an amount not to exceed the product of (x) 0.05% times (y) the Total Commitments under, and as defined in, the RCF Facilities Agreement. (d) The representations and warranties made by of the Obligors under Company set forth in Section 1 of this Amendment III hereof shall be true and correct; (b) executed counterparts of this Amendment, duly executed by the Obligors correct on and Holders constituting Required Holders shall have been delivered with respect to the Holders; (c) receipt by each Holder of (i) a certificate of the Secretary or Assistant Secretary of each Obligor, dated the date hereof, certifying as to . (Ae) the resolutions attached thereto and the corporate proceedings relating to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in the case In accordance with Section 16.1 of the Obligors other than Oaktree CaymanNote Purchase Agreement, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islands; (d) the Company shall have paid, or reimbursed paid all costs and expenses of the Holders forin connection with this Amendment, the reasonable feesincluding fees and expenses of Xxxxxxxxx Traurig, charges and disbursements of LLP, special counsel to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively); (e) receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident to the transactions contemplated hereby as the Required Holders or their counsel may reasonably request; and. (f) The Obligors Company shall have provided paid to each Holder an amendment fee equal to the Holders evidence that product of (x) 0.05% times (y) the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment aggregate principal amount of the Note and Guaranty Agreement for each other series of outstanding senior notes of any ObligorNotes held by such Holder.

Conditions to Effectiveness. The effectiveness of this Amendment is expressly subject ---------- -- ------------- shall be conditioned upon receipt by the Agent of the following, in form and substance satisfactory to the following conditionsAgent and the Banks: (a) the representations and warranties made by the Obligors under Section 1 of this Amendment shall be true duly executed by each of the Company, the Existing - Guarantors, the Banks and correctthe Agent; (b) executed counterparts copies, certified by the Secretary of each of the Company and the - Remaining Guarantors to be true and complete on the date of execution of this Amendment, duly executed of the records of all actions taken by the Obligors Company and Holders constituting Required Holders shall have been delivered each such Remaining Guarantor as may be required according to the Holdersterms of the Company or each such Remaining Guarantor's charter, other incorporation documents and by- laws to authorize (i) the execution and delivery of this Amendment by the Company and each such Remaining Guarantor, and (ii) the performance by the Company and each of the Guarantors of all of each such Person's agreements and obligations under this Amendment, the Credit Agreement, as amended hereby and the other Loan Documents, as amended by the Omnibus Amendment; (c) receipt by each Holder of (i) a certificate of the Secretary or Assistant of each of the Company and the Parent - (i) setting forth the names, incumbency and specimen signatures of those officers authorized to execute and deliver this Amendment; (ii) stating that there have been no amendments to the charter documents and by-laws of each such Person delivered to the Agent and the Banks on December 17, 1993; and (iii) certifying the collateral list for the Company Security Agreement and the stock list for the Parent Pledge Agreement; (d) a certificate of the Secretary of each Obligor, dated the date hereof, certifying as to Islands setting forth (Ai) the resolutions attached thereto names, - incumbency and specimen signatures of those officers authorized to execute and deliver this Amendment; (ii) stating that there have been no amendments to the charter documents and by-laws of Islands delivered to the Agent and the corporate proceedings relating Banks on September 30, 1994; and (iii) certifying the collateral list for the Islands Security Agreement; (e) the written consent of Metropolitan, as holder of the 6.69% Notes and - the 10.40% Notes, to the authorization, execution and delivery by the Company and the Existing Guarantors of this Amendment and the performance of its obligations hereunder other documents and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in the case of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islandsinstruments described herein; (df) the Company shall have paid, or reimbursed the Holders for, the reasonable fees, charges and disbursements an opinion of special counsel to the Holders; provided that Company and the Company shall not be liable for Remaining Guarantors in - form and substance satisfactory to the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively)Agent; (eg) Omnibus Amendment No. 2 duly executed by each of the Company, the - Existing Guarantors, the Banks, the Agent and Metropolitan; (h) receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for satisfactory evidence that the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident to the transactions contemplated hereby as the Required Holders or their counsel may reasonably requestSale has been duly - consummated; and (fi) The Obligors shall have provided to the Holders evidence that payment by the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment of all fees and expenses incurred as of the Note date hereof by the Agent and Guaranty Agreement for each other series the Agent's special counsel, Xxxxxxx, Xxxx & Xxxxx, in connection with the preparation and execution of outstanding senior notes of any Obligorthis Amendment.

Conditions to Effectiveness. The effectiveness Each of the parties hereto hereby agrees and acknowledges that this Amendment is expressly subject shall not be effective until such time as each of the following conditions shall have been satisfied (or waived in writing by the Holders) in form and substance satisfactory to the following conditions:Holders in their sole discretion (the date the last of such conditions shall be so satisfied (or waived) being referred to herein as the “Effective Date”): (a) the representations Each party hereto shall have received a copy of this Agreement duly executed and warranties made delivered by the Obligors under Section 1 of this Amendment shall be true and correctother parties; (b) executed counterparts The Company Parties shall have duly made all filings with the Securities and Exchange Commission and shall have received any consents required from the Securities and Exchange Commission and any third parties in connection with the transactions contemplated hereby; copies of this Amendment, duly executed by the Obligors and Holders constituting Required Holders which filings shall have been delivered provided to the HoldersHolders and their counsel upon or before their submission to the Securities and Exchange Commission; (c) receipt The IPO shall have closed and the Holders shall have received the Initial IPO Cash Paydown and the IPO Securities; (d) Each record and beneficial owner of any equity interest (however denominated) in a Film SPE, shall have executed and delivered to the Collateral Agent a Pledge Agreement substantially in the form set forth as Annex I to the Guaranty and Security Agreement (with only such modifications as the Holders may approve) with respect to such Film SPE equity interests and shall take such other actions reasonably requested by each Holder of the Collateral Agent as necessary or desirable to better perfect the Collateral Agent’s first priority Liens on such Film SPE equity interests; (ie) Each Film SPE shall have executed and delivered to the Collateral Agent a certificate Joinder Agreement substantially in the form set forth as Annex I to the Guaranty and Security Agreement (with only such modifications as the Holders may approve). (f) Provided a summary thereof has been provided to the Company not less than two business days prior to the closing of the Secretary or Assistant Secretary of each ObligorIPO, dated the date hereof, certifying as to (A) the resolutions attached thereto Holdings and the corporate proceedings relating to Company shall have reimbursed the authorizationHolders for all expenses incurred by them in connection with the preparation, execution negotiation and delivery implementation of this Amendment and the performance actions contemplated hereby (and shall in any event be obligated to reimburse all such Holders for such expenses within ___days of its obligations hereunder their later submission of a summary of any such expenses). (g) HWMP (or any direct or indirect Subsidiary thereof holding title thereto) shall have contributed to the Company all right, title and interest in and to the Stock or Stock Equivalents in Earthbound Films, LLC (B) the Obligors’ organization documents currently in effect, and (ii) (A) or any other Person subsequently holding an interest in the case motion picture tentatively entitled “Earthbound” (“EB Sub”) and, if EB Sub is an entity other than “Earthbound Films, LLC (by virtue of a transfer of assets, a merger or otherwise), EB Sub shall affirmatively assume (in a writing in favor of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State Holders) all of the State obligations of Delaware Earthbound Films, LLC (which certificate shall indicate that as “Producer”) to the Obligor is in good standing Eton Park under and has legal existence in pursuant to the State terms of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islands;Participation Agreement. (dh) the The Company shall have paidtaken such other actions, or reimbursed and executed, delivered and recorded (as applicable) such documents, as the Holders for, may request in order to better perfect the reasonable fees, charges and disbursements of special counsel to Collateral Agent’s first priority Liens on the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively); (e) receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident to the transactions contemplated hereby as the Required Holders or their counsel may reasonably requestCollateral; and (fi) The Obligors Union shall have provided to resumed its role as Collateral Agent for the Holders evidence that Holders. In the Company event any of the foregoing conditions has entered into not been satisfied (or is concurrently entering intowaived in writing by the beneficiary thereof) a substantially identical by the close of business on July ___, 2010 after the execution and delivery hereof by all parties hereto, this Agreement shall be of no further force or effect and shall not be binding on the parties hereto; provided, that notwithstanding the foregoing, Sections 2(c) through (h) (other than Section 2(f)) hereof shall be applicable and remain in relation to terms) amendment of the Note full force and Guaranty Agreement for each other series of outstanding senior notes of any Obligoreffect.

Conditions to Effectiveness. SECTION 4.1 The effectiveness of this Amendment (including the amendments contained in Article II) (the date of such effectiveness, the “Restatement Date”) is expressly subject to satisfaction of the following conditions: (a) the representations and warranties made Agent shall have received a duly executed copy of (i) this Amendment, signed by the Obligors under Section 1 Lead Borrower, the other Credit Parties and the Requisite Lenders , (ii) the ABL Intercreditor Agreement, (iii) the U.K. Second Debenture, (iv) the U.K. Security Trust Deed Amendment and (v) the Gibraltar Deed of this Confirmation (collectively, the “Amendment shall be true and correctDocuments”); (b) executed counterparts the representations and warranties of this Amendmentthe Credit Parties set forth in any Credit Document shall, duly executed by the Obligors and Holders constituting Required Holders shall have been delivered to the Holdersextent qualified by materiality, be true and correct in all respects and to the extent not qualified by materiality, be true and correct in all material respects, on and as of the Restatement Date, with the same effect as though such representations and warranties had been made on and as of the Restatement Date; provided that to the extent that a representation and warranty specifically refers to a given date or period, it shall, to the extent qualified by materiality, be true and correct in all respects and to the extent not qualified by materiality, be true and correct in all material respects as of such date or period, as the case may be; (c) receipt by each Holder no Default or Event of (i) a certificate of Default under the Secretary or Assistant Secretary of each Obligor, dated the date hereof, certifying as to (A) the resolutions attached thereto Credit Documents shall have occurred and the corporate proceedings relating to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in the case of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islandsbe continuing; (d) all reasonable and documented expenses and other compensation payable to the Company shall have paidAgent and the Requisite Lenders in connection with the Amendment Documents pursuant to Section 9.05 (Expenses; Indemnity) of the Existing Credit Agreement (including the legal fees and expenses of Xxxxxx & Xxxxxxx LLP, or reimbursed the Holders for, the reasonable fees, charges and disbursements of special counsel to the Holders; provided that Agent) shall have been paid to the Company shall not be liable for extent earned, due and owing and otherwise reimbursable pursuant to the attorneys’ fees, costs terms thereof and disbursements of more than one firm of special counsel otherwise invoiced at least three (which firm shall be 3) Business Days prior to the firm retained to represent all holders of Notes collectively)Restatement Date; (e) receipt the Agent shall have received a closing certificate from each Credit Party certifying as to (i) resolutions duly adopted by the board of directors (or equivalent governing body) of such Credit Party authorizing the execution, delivery and performance of each Holder Amendment Document to which it is a party, (ii) copies of opinions organizational documents (or a representation from Xxxxxx Xxxxxx & Xxxxxsuch Credit Party that its organizational documents have not changed from the version provided in connection with the closing of the Existing Credit Agreement), LLP(iii) incumbency and specimen signature of each officer executing each Amendment Document to which it is a party on behalf of such Credit Party and (iv) the good standing of such Credit Party in its jurisdiction of organization; (f) the Agent shall have received a favorable written opinion (or opinions) of each foreign counsel to the relevant Credit Parties or the Administrative Agent, special as applicable, each in form and substance reasonably satisfactory to the Administrative Agent and counsel for to the ObligorsRequisite Lenders, (i) addressed to the Agent and the Requisite Lenders, (ii) in form and substance reasonably satisfactory to the Agent and counsel to the Lenders, (iii) dated the Restatement Date, and Walkers (Caymaniv) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the such matters incident relating to the transactions contemplated hereby relevant Amendment Documents as the Required Holders Agent (or its counsel) and the Requisite Lenders (or their counsel may counsel) shall reasonably request; (g) the U.K. Borrowers shall deliver notices in accordance with the U.K. Security Agreement; and (fh) The Obligors the Agent shall have provided received (i) for its own account, the Amendment Fee (as defined in the Fee Letter dated as of December 18, 2019, by and among Citigroup Global Markets Inc. and the Lead Borrower) and (ii) for the account of the Requisite Lenders, the Consent Fee; The entry into this Amendment shall be deemed to constitute a representation and warranty by each Credit Party as to the Holders evidence that the Company has entered into applicable matters specified in paragraphs (or is concurrently entering intob) a substantially identical and (in relation to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any Obligorc).

Conditions to Effectiveness. 2.1 The effectiveness provisions of this Amendment is expressly subject to the following conditions: (a) the representations and warranties made by the Obligors under Section Article 1 of this Amendment shall be true become effective when, and correct; only when, Agent shall have received this Amendment and each of the documents or instruments set forth below (b) executed counterparts collectively, for purposes of this Amendment, duly the “Additional Loan Documents”, all of which upon the satisfaction of all the conditions set forth in this Article 2 shall be deemed part of the “Loan Documents” referred to in the Loan Agreement), executed by the Obligors each of the parties hereto and Holders constituting Required Holders shall have the parties thereto where provided, respectively, and in form and substance satisfactory in all respects to Agent in its sole discretion, and when each of the other conditions set forth below has been delivered fulfilled to the Holderssatisfaction of Agent: A. Evidence satisfactory to Agent that the closing of the OMNI Acquisition has occurred and, in conjunction therewith, that any Lien encumbering the assets of OMNI or any OMNI Subsidiary that is not a Permitted Encumbrance has been terminated; B. A Guaranty Agreement (cthe “OMNI Guaranty Agreement”) receipt entered into by OMNI and each subsidiary of OMNI (collectively, the “OMNI Subsidaries”), excepting Central FL, containing the absolute, joint and several guarantee of payment by each Holder of (i) a certificate them, respectively, of the Secretary or Assistant Secretary Obligations, and which shall be supplemental to any and each Guaranty Agreement heretofore given by any other Subsidiary Guarantor; C. A Pledge of Equity Interests containing the grant to Agent for the ratable benefit of the Lenders, as part of the Collateral for the Obligations in each case, by NHI of one hundred percent (100%) of the issued and outstanding shares of capital stock of OMNI, and by OMNI and the applicable subsidiaries of OMNI of all of the Equity Interests of each ObligorOMNI Subsidiary owned by them, dated respectively, including delivery, in conjunction with or promptly following such pledge, of all certificates evidencing any such ownership and related stock or membership unit powers, as applicable, endorsed by the date hereofentity pledging same; D. A security agreement (“OMNI Security Agreement”) pursuant to which OMNI and each of the OMNI Subsidiaries shall grant to Agent for the ratable benefit of the Lenders a continuing first priority security interest in all of the personal property of each as part of the Collateral for the Obligations, certifying as which OMNI Security Agreement shall be supplemental to (A) any other Security Agreement heretofore executed and delivered; E. An Incumbency Certificate and Certified Copy of Resolutions for AFI, NHI, OMNI and each of the resolutions attached thereto and OMNI Subsidiaries, authorizing the corporate proceedings relating to the authorization, execution and delivery of this Amendment Agreement and the performance other Additional Loan Documents to which each is a party, respectively, and including a copy of its obligations hereunder and (B) the Obligors’ organization documents currently in effectfor OMNI and each OMNI Subsidiary, and (ii) (A) in the case evidence of the Obligors other than Oaktree Caymanvalid existence of each and of AFI and NHI; F. An opinion of counsel to AFI as to the due authorization, a recent “good standing certificate” from the Secretary of State execution, delivery and enforceability of the State of Delaware (which certificate shall indicate that the Obligor is in good standing Additional Loan Documents by and has legal existence in the State of Delaware) with respect to AFI, NHI, OMNI and (B) in the case of Oaktree Caymaneach OMNI Subsidiary, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islandsand such other matters as Agent reasonably requests; (d) G. Agent shall receive such other documents, instruments and certificates, if any, as Agent may reasonably request to insure the Company shall have paid, or reimbursed binding effect in accordance with the Holders for, terms thereof of the reasonable fees, charges and disbursements of special counsel to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively); (e) receipt Credit Agreement as modified by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligorsthis Amendment, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident to the transactions contemplated hereby as the Required Holders or their counsel may reasonably request; and (f) The Obligors shall have provided to the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any ObligorAdditional Loan Documents.

Conditions to Effectiveness. The effectiveness of this Amendment is expressly and the obligations of the Bank hereunder are subject to the following conditions, unless the Bank waives such conditions: (a) receipt by the Bank from (i) each of the parties hereto of a duly executed counterpart of this Amendment signed by such party and (ii) the Borrower of a duly executed Revolving Credit Note reflecting the revised Committed Amount; (b) receipt by the Administrative Agent of all documents which the Administrative Agent may reasonably request relating to the existence of the Borrower and each of the Guarantors, the authority for and the validity of this Amendment, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent, including without limitation an Officer’s Certificate, signed by the Secretary, an Assistant Secretary or other authorized representative of the Borrower and each Guarantor, certifying as to the names, true signatures and incumbency of the officer or officers of the Borrower and each Guarantor, authorized to execute and deliver the Amendment, and certifying whether or not any changes to the entity’s organizational documents have taken place since July 8, 2011, and certified copies of, if applicable, a certificate of the Secretary of State of the Borrower’s and each Guarantor’s state of organization as to the good standing or existence of the Borrower and each Guarantor; and a copy of the action taken by the board of directors of the Borrower and each Guarantor authorizing the execution, delivery and performance of this Amendment; (c) the fact that the representations and warranties made by of the Obligors Borrower and each of the guarantors under the Guaranty (collectively, the “Guarantors”) contained in Section 1 5 of this Amendment shall be true on and correct; (b) executed counterparts as of this Amendment, duly executed by the Obligors and Holders constituting Required Holders shall have been delivered date hereof except to the Holders; (c) receipt by each Holder extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true on and as of (i) a certificate of the Secretary or Assistant Secretary of each Obligor, dated the date hereof, certifying as to (A) the resolutions attached thereto and the corporate proceedings relating to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in the case of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islandssuch earlier date; (d) receipt by the Company shall have paid, or reimbursed the Holders for, the reasonable fees, charges and disbursements Bank of special a legal opinion from counsel to the Holders; provided that Borrower, in form and substance satisfactory to the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively)Bank; (e) receipt by each Holder the Bank from the Borrower of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for a duly executed counterpart of a tax indemnity agreement signed by the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree CaymanBorrower, in each case covering the matters incident form and substance satisfactory to the transactions contemplated hereby as the Required Holders or their counsel may reasonably requestBank; and (f) The Obligors all other documents and legal matters in connection with the transactions contemplated by this Amendment shall have provided be reasonably satisfactory in form and substance to the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment of the Note Bank and Guaranty Agreement for each other series of outstanding senior notes of any Obligorits counsel.

Conditions to Effectiveness. The effectiveness This First Amendment shall be effective upon satisfaction or completion of this Amendment is expressly subject to the following conditionsfollowing: (a) the representations and warranties made Administrative Agent shall have received counterparts of this First Amendment executed by the Obligors under Lenders and acknowledged by the Exiting Lenders for the purpose of Section 1 of this Amendment shall be true and correct4 hereof only; (b) executed the Administrative Agent shall have received counterparts of this Amendment, duly First Amendment executed by the Obligors Borrower and Holders constituting Required Holders shall have been delivered to the HoldersLimited and acknowledged by each Guarantor; (c) receipt by the Administrative Agent shall have received executed New Revolving Loan Notes for each Holder of (i) a certificate of the Secretary or Assistant Secretary of New Lender and each Obligor, dated the date hereof, certifying as other Lender whose Commitment is revised pursuant to (A) the resolutions attached thereto and the corporate proceedings relating to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in the case of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman IslandsFirst Amendment; (d) each of the Company conditions in Section 4.02(a) and (b) of the Credit Agreement shall have paid, or reimbursed been satisfied (as if the Holders for, Borrower were Borrowing as of the reasonable fees, charges and disbursements date of special counsel to the Holdersthis First Amendment); provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively);and (e) receipt the Administrative Agent shall have received a (i) Secretary’s Certificate of Xxxxx of Xxxx Nevada Corporation (“HTNC”), containing Exhibit A, Articles of Incorporation of HTNC, certified by the Nevada Secretary of State, Exhibit B, Bylaws of HTNC, Exhibit C, Certificate of Limited Partnership certified by the Texas Secretary of State and Agreement of Limited Partnership of the Borrower, Exhibit D, Unanimous Written Consent of the Board of Directors of HTNC approving the execution, delivery and performance of the First Amendment and the New Revolving Loan Notes, and Exhibit E, Incumbency; (ii) Certificate of Fact, certified by the Texas Secretary of State for the Borrower; (iii) Certificate of Existence with Status in Good Standing for HTNC, certified by the Nevada Secretary of State; and (iv) Secretary’s Certificate of Limited, containing Exhibit A, Memorandum of Association of Limited, Exhibit B, Bye-Laws of Limited, Exhibit C, Incumbency, and Exhibit D, Unanimous Consent of the Board of Directors of Limited; (f) the Administrative Agent shall have received opinions of legal counsel to the Borrower and Limited covering the matters set forth in Sections 2(a), (b), (c) and (d) of this First Amendment; (g) the Administrative Agent shall have received for its benefit and the benefit of each Holder Lender (other than the Exiting Lenders) and the Arranger the fees in immediately available funds as agreed upon by the Borrower, Limited, the Administrative Agent, the Arranger and the Lenders; (h) the legal fees and expenses of opinions from Xxxxxx Xxxxxx & XxxxxXxxxxxxx PC, LLP, special counsel for the ObligorsAdministrative Agent, shall have been paid immediately available funds; (i) the Administrative Agent shall have received counterparts of Guaranty Supplement No. 2 executed by HD Holding Inc., together with a Secretary’s Certificate, Certificate of Incorporation, Bylaws, Incumbency, Resolutions and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, a legal opinion in each case covering the matters incident form and substance satisfactory to the transactions contemplated hereby as Administrative Agent and its counsel; (j) the Required Holders or their counsel may reasonably requestExiting Lenders shall have received payment in full in immediately available funds for all amounts due them under the Credit Agreement and the other Loan Documents; and (fk) The Obligors the Administrative Agent shall have provided received, in form and substance satisfactory to the Holders evidence that Administrative Agent and its counsel, such other documents, certificates and instruments as the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any ObligorAdministrative Agent shall reasonably require.

Conditions to Effectiveness. The effectiveness 4.1 This Fourth Amendment shall become effective upon the satisfaction of this Amendment is expressly subject the following conditions precedent in form and substance satisfactory to the following conditions:Administration Agent (the date and fulfillment of such conditions being herein referred to as the “Amendment Effective Date”): (a) delivery to the representations and warranties made Administration Agent of a fully executed copy of this Fourth Amendment, dated the Amendment Effective Date, as executed by the Obligors under Section 1 of this Amendment shall Borrowers, the Guarantors, the Agents and the Lenders (with an original wet-ink counterpart signature page to be true and correctprovided by Colliers International Germany Holding GmbH (the “German Guarantor”) promptly following closing); (b) executed counterparts delivery to the Administration Agent of a customary officer’s or director’s certificate of each Borrower and each Guarantor which is incorporated or otherwise formed in the jurisdiction of organization or formation of a Borrower, signed by an authorized officer or director of such Borrower or Guarantor, certifying and attaching (i) copies of its constitutive documents or confirming that they remain in full force and effect and have not been revoked, suspended, amended or modified since they were previously provided to the Administration Agent, (ii) resolutions authorizing the execution, delivery and performance of this Fourth Amendment, duly executed by and (iii) incumbencies setting forth the Obligors signatures and Holders constituting Required Holders shall have been delivered titles of its authorized signatories certifying their authority to the Holderssign this Fourth Amendment and any documents contemplated hereby or provided in connection herewith; (c) receipt by each Holder delivery to the Administration Agent of (i) a certificate of the Secretary or Assistant Secretary Canadian Borrower, signed by an authorized officer of each Obligorthe Canadian Borrower, dated for and on behalf of the date hereof, certifying as to Guarantors (A) the resolutions attached thereto and the corporate proceedings relating to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in the case of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued extent not already provided by the Registrar Guarantors pursuant to paragraph 4.1(b) above), confirming certain customary matters of Exempted Limited Partnerships in the Cayman Islandsfact; (d) the Company shall have paid, or reimbursed the Holders for, the reasonable fees, charges and disbursements of special counsel delivery to the Holders; provided that Administration Agent of certificates of good standing (to the Company shall not be liable for extent such concept exists) in respect of each Borrower from the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively)applicable Governmental Authority; (e) receipt delivery to the Administration Agent of customary legal opinions in respect of each Borrower; (f) the Administration Agent shall have received payment from the Borrowers of the fees as set forth in that certain fee letter dated November 12, 2024 between the Canadian Borrower and the Canadian Agent; (g) the Borrowers shall have provided the documentation and other information reasonably requested in writing by each Holder the Administration Agent and the Lenders as they reasonably determine is required by regulatory authorities under applicable "know your customer", beneficial ownership and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act and the Proceeds of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligors, Crime (Money Laundering) and Walkers Terrorist Financing Act (Cayman) LLP, special Cayman Islands counsel for Oaktree CaymanCanada), in each case covering the matters incident at least three (3) Business Days prior to the transactions contemplated hereby Amendment Effective Date (or such shorter period as the Required Holders or their counsel may reasonably requestAdministration Agent shall otherwise agree); and (fh) The Obligors shall have provided delivery to the Holders evidence that Administration Agent such other documents and information which the Company has entered into (Administration Agent or is concurrently entering into) a substantially identical (in relation to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any ObligorLenders may reasonably request.

Conditions to Effectiveness. The effectiveness Section 2.1. This Second Amendment shall not become effective until, and shall become effective (the “Second Amendment Effective Date”) when, each and every one of this Amendment is expressly subject to the following conditionsconditions shall have been satisfied: (a) the representations and warranties made executed counterparts of this Second Amendment, duly executed by the Obligors under Section 1 of this Amendment Company, the Parent REIT and the Noteholders, shall be true and correcthave been delivered to the Noteholders; (b) executed counterparts of this Amendmentthe Intercreditor Agreement, duly executed by Truist Bank, as Senior Notes Collateral Agent (the Obligors “Senior Notes Collateral Agent”) and Holders constituting Required Holders the other parties thereto, shall have been delivered to the HoldersNoteholders; (c) receipt executed counterparts of Collateral Agency Agreement, duly executed by each Holder of the Senior Notes Collateral Agent and the Noteholders, shall have been delivered to the Noteholders; (id) the Noteholders shall have received a certificate duly executed and delivered copy of the Secretary or Assistant Secretary amendments to each Material Credit Facility dated as of each Obligor, dated the date hereof, certifying in form and substance reasonably satisfactory to the Noteholders; (e) the Noteholders shall have received a copy of the agreed form of the Pledge Agreement, in form and substance reasonably satisfactory to the Noteholders; (f) the Noteholders shall have received a copy of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this Second Amendment, certified by its Secretary or an Assistant Secretary; (g) the Noteholders shall have received the favorable opinion of counsel to the Company as to the matters set forth in Sections 3.1(a), 3.1(b) and 3.1(c) hereof, which opinion shall be in form and substance satisfactory to the Noteholders; and (Ah) the resolutions attached thereto representations and warranties of the corporate proceedings relating Company set forth in Section 3.1 hereof are true and correct on and with respect to the authorizationdate hereof; (i) each Noteholder shall have received an amendment fee which shall be equal to 7.5 basis points (.075%) of the outstanding amount of Notes held by such Noteholder; and (j) the Company shall have paid the fees and expenses of Xxxxxxx and Xxxxxx LLP, counsel to the Noteholders, in connection with the negotiation, preparation, approval, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in the case of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islands; (d) the Company shall have paid, or reimbursed the Holders for, the reasonable fees, charges and disbursements of special counsel to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively); (e) receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident to the transactions contemplated hereby as the Required Holders or their counsel may reasonably request; and (f) The Obligors shall have provided to the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any ObligorSecond Amendment.

Conditions to Effectiveness. The effectiveness of this Amendment is expressly subject ---------- -- ------------- shall be conditioned upon receipt by the Agent of the following, in form and substance satisfactory to the following conditionsAgent and the Banks: (a) the representations and warranties made by the Obligors under Section 1 of this Amendment shall be true duly executed by each of the Company, the Guarantors, the Banks and correctthe Agent; (b) executed counterparts each of this Amendment, the New Notes duly executed by the Obligors and Holders constituting Required Holders shall have been delivered to the HoldersCompany; (c) receipt confirmation that Sumitomo and Sanwa have made additional Loans to the Company in an amount equal to the amount of Loans which the Company is required to pay to FNBB in order to cause each Bank's Loans as of the date of this Amendment to equal such Bank's Commitment Percentage of the Loans outstanding as of the date hereof; (d) copies, certified by the Secretary of each Holder of the Company and the Guarantors to be true and complete on the date of execution of this Amendment, of the records of all actions taken by the Company and each such Guarantor as may be required according to the terms of the Company or each such Guarantor's charter, other incorporation documents and by-laws to authorize (i) the execution and delivery of this Amendment by the Company and each such Guarantor, (ii) the execution and delivery of each of the New Notes by the Company and (iii) the performance by the Company and each of the Guarantors of all of each such Person's agreements and obligations under this Amendment and the Credit Agreement as amended hereby; (e) a certificate of the Secretary or Assistant Secretary of each Obligor, dated of the date hereof, certifying as to (A) the resolutions attached thereto Company and the corporate proceedings relating Guarantors (other than Islands) (i) setting forth the names, incumbency and specimen signatures of those officers authorized to the authorization, execution execute and delivery of deliver this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effectand, and (ii) (A) in the case of the Obligors other than Oaktree CaymanCompany, the New Notes and (ii) stating that there have been no amendments to the charter documents and by-laws of each such Person delivered to the Agent and the Banks on December 17, 1993; (f) a recent “good standing certificate” certificate of the Secretary of Islands setting forth (i) the names, incumbency and specimen signatures of those officers authorized to execute and deliver this Amendment and (ii) stating that there have been no amendments to the charter documents and by-laws of each such Person delivered to the Agent and the Banks on September 30, 1994; (g) a certificate from the Secretary of State of the State of Delaware (which certificate shall indicate that as to each of the Obligor is in good standing Company and has the Guarantors' legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of corporate good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islandsstanding; (dh) the written consent of Metropolitan, as holder of the 6.69% Notes and the 10.40% Notes, to the execution and delivery by the Company shall have paidand the Guarantors of this Amendment, or reimbursed each of the Holders forNew Notes, the reasonable fees, charges Instrument of Adherence and disbursements the other documents and instruments described herein; (i) an opinion of special counsel to the Holders; provided that Company and the Company shall not be liable for the attorneys’ fees, costs Guarantors in form and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively); (e) receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident satisfactory to the transactions contemplated hereby as the Required Holders or their counsel may reasonably request; and (f) The Obligors shall have provided to the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any Obligor.Agent;

Conditions to Effectiveness. The effectiveness This Amendment shall be effective on the date when each of this Amendment is expressly subject to the following conditionsconditions have been met: (a) the representations and warranties made by the Obligors under Section 1 of this Amendment shall be true have been duly executed and correctdelivered by the Company and the Required Holders; (b) executed counterparts of this Amendment, duly executed by the Obligors and Holders constituting Required Holders Company shall have been delivered to the HoldersPurchasers a fully executed copy of an Amended and Restated Pledge Agreement substantially in the form attached hereto as Exhibit B-1 (the “Amended and Restated Pledge Agreement”) and, in accordance therewith, the fully executed BST Convertible Note in the form attached hereto as Exhibit B-2, duly endorsed in blank, and such other deliveries as may be required thereby; (c) receipt by each Holder the Purchasers of (i) a certificate fully executed copy of an Amended and Restated Subordination and Intercreditor Agreement in substantially the Secretary or Assistant Secretary of each Obligor, dated the date hereof, certifying form attached hereto as to (A) the resolutions attached thereto and the corporate proceedings relating to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in the case of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman IslandsExhibit C; (d) receipt by the Company shall have paidPurchasers of opinions in substantially the form attached hereto as Exhibit D from Xxxxx Day, or reimbursed the Holders for, the reasonable fees, charges and disbursements of special counsel to of the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively)Company; (e) receipt by each Holder the Purchasers of opinions from Xxxxxx Xxxxxx & Xxxxx(i) a solvency certificate in substantially the form attached hereto as Exhibit E, LLPduly executed and delivered by the Company and (ii) a solvency certificate in substantially the form attached hereto as Exhibit F, special counsel for duly executed and delivered by BST; (f) receipt by the ObligorsPurchasers of a fully executed copy of the ITG Senior Amendment, certified as true, correct and complete by a Responsible Officer; (g) receipt by the Purchasers of a fully executed copy of the BST Amendment, certified as true, correct and complete by a Responsible Officer; (h) receipt by the Purchasers of evidence satisfactory to the Purchasers in their reasonable discretion that the obligations of Narricot Industries, L.P. (“Narricot”) under the promissory note dated November 3, 2007 in the face amount of $20,000,000 made by Narricot and payable to the order of the Company have been assumed by BST, and Walkers (Cayman) LLPthat substantially contemporaneous with such assumption, special Cayman Islands counsel for Oaktree Caymansuch promissory note has been converted into redeemable membership units of BST, in each case covering the matters incident terms of such redeemable membership units to be substantially as described on Exhibit G attached hereto, and pledged pursuant to the transactions contemplated hereby Amended and Restated Pledge Agreement; (i) receipt by the Purchasers of such other instruments and documents as the Required Holders or their counsel they may reasonably request; and (fj) The Obligors shall have provided payment by the Company of all reasonable, out-of-pocket expenses of the Purchasers due and payable on or prior to the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any Obligordate hereof.

Conditions to Effectiveness. The effectiveness amendments set forth in Section 2 --------------------------- shall be effective upon satisfaction of this Amendment is expressly subject to all of the following conditions: (a) Each Borrower shall have delivered to the representations Agent a certified copy of resolutions of its Board of Directors evidencing approval of the execution, delivery and warranties made by the Obligors under Section 1 performance of this Amendment shall be true Amendment, the New Notes (as that term is defined below), and correct;the other agreements, documents and instruments required pursuant hereto. (b) executed counterparts of this Amendment, duly executed by the Obligors and Holders constituting Required Holders The Borrowers shall have been executed and delivered to the Holders;Banks Reducing Revolving Credit Notes in the form attached hereto as Exhibit A (the --------- "New Notes"). (c) receipt Holdco shall have executed and delivered to the Agent (i) an Amended and Restated Holdco Guaranty in form and substance satisfactory to the Agent and the Arranger, (ii) a Pledge Agreement in form and substance satisfactory to the Agent and the Arranger pursuant to which Holdco pledges to the Agent, for the benefit of the Banks, and grants to the Agent, for the benefit of the Banks, a first priority security interest in, all of the issued and outstanding capital stock of each of the Holdco Affiliates, and Holdco shall have delivered to the Agent the stock certificates evidencing all of such stock, together with duly executed blank stock powers with respect thereto, and (iii) the Acknowledgment and Agreement set forth in Annex 1 attached hereto. (d) Each of the Holdco Affiliates shall have executed and delivered to the Agent, for the benefit of the Banks, a guaranty in form and substance satisfactory to the Agent and the Arranger, pursuant to which it guaranties the obligations of the Borrowers under the Loan Agreement, the New Notes and the Collateral Documents, and a security agreement in form and substance satisfactory to the Agent and the Arranger, pursuant to which it grants to the Agent, for the benefit of the Banks, as security for the obligations of the Borrowers under the Loan Agreement, the New Notes and the Collateral Documents, a security interest in substantially all of its assets, together with UCC-1 financing statements for filing in all jurisdictions in which such filings are necessary or appropriate to perfect such security interests. (e) The Borrowers shall have delivered to the Agent UCC, judgment and tax lien searches satisfactory to the Agent naming each Holdco Affiliate as a debtor in all jurisdictions in which any Holdco Affiliate has any assets. (f) Spectrum Site Management Corporation shall have executed and delivered to the Agent the Acknowledgment and Agreement set forth in Annex 2 attached hereto. (g) The Borrowers shall have delivered to the Agent evidence satisfactory to it that the Crown Note shall have been paid in full (or that the Crown Note shall be paid in full simultaneously with the making of Loans on the effective date of this Amendment) and cancelled and that the pledge to Xxxxxx X. Crown and Xxxxxxx Crown of all of the outstanding capital stock of those of the Holdco Affiliates the stock of which has been pledged as security for the Crown Note shall have been released. (h) The Borrowers shall have delivered to the Agent evidence satisfactory to it that all obligations owing by the Holdco Affiliates to PNC Bank, National Association pursuant to the Amended and Restated Credit Agreement, dated as of August 14, 1997, between Crown Communication Inc. and PNC Bank, National Association shall have been paid in full (or that such obligations shall be paid in full simultaneously with the making of Loans on the effective date of this Amendment) and that all liens and security interests securing such obligations shall have been released. (i) The Borrowers, Holdco and Spectrum Site Management Corporation shall have executed and delivered such amendments to the Pledge Agreements, Security Agreements, Mortgages, Guaranty, and other Collateral Documents to which they are respectively parties, as the Agent and its counsel may request, in form and substance satisfactory to the Agent. (j) The Borrowers shall have delivered evidence satisfactory to the Agent that Holdco has received unrestricted net cash proceeds from additional capital contributions made by its stockholders or net cash proceeds from the issuance of additional capital stock, in either case in an aggregate amount of not less than $35,000,000, pursuant to documentation in form and substance satisfactory to the Agent, and all of such proceeds shall have been used, or shall be used simultaneously with the making of Loans on the effective date of the Amendment, to pay the Crown Note. (k) The Borrowers shall have furnished to the Agent on or prior to the Closing Date certificates of insurance or other satisfactory evidence that the insurance required by Section 7.3 of the Loan Agreement is in full force and effect and that each Holder of the Holdco Affiliates has obtained insurance coverage that would comply with the requirements of such Section 7.3 if such Holdco Affiliate were a Borrower. (l) The Borrowers shall have delivered to the Agent (i) a certificate pro forma balance sheet and income statement as of the Secretary or Assistant Secretary of each Obligor, dated the effective date hereof, certifying as to (A) the resolutions attached thereto and the corporate proceedings relating to the authorization, execution and delivery of this Amendment and giving effect to the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, transactions contemplated hereby and (ii) (A) a certificate of their chief financial officers in form and substance satisfactory to the case Agent which shall contain calculations demonstrating on a pro forma basis the Borrowers' compliance with the financial covenants set forth in Section 8 of the Obligors other than Oaktree Cayman, a recent “Loan Agreement. (m) The Borrowers shall have delivered to the Agent the following: (i) certificates of good standing certificate” for Holdco from the Secretary of the State of Delaware, for CTC-Del from the Secretary of State of each of the States of Delaware and Texas, for CTC-PR from the Secretary of the Commonwealth of Puerto Rico, and for each Holdco Affiliate from the Secretary of State of the State jurisdiction of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islands; (d) the Company shall have paid, or reimbursed the Holders for, the reasonable fees, charges and disbursements of special counsel to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively); (e) receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Caymanits incorporation, in each case covering the matters incident dated as of a date as near to the transactions contemplated hereby effective date of this Amendment as practicable; (ii) a certificate signed by the Required Holders Secretary or their counsel may reasonably requestAssistant Secretary of Holdco, each Borrower and each Holdco Affiliate certifying that attached thereto are true and complete copies of the Certificate of Incorporation and By-Laws of such entity; (iii) an incumbency certificate for Holdco, each Borrower and each Holdco Affiliate; and (fiv) such other documents as any Bank may reasonably request in connection with the proceedings taken by either Borrower, Holdco or any Holdco Affiliate authorizing this Amendment, the New Notes or the other Collateral Documents and the transactions contemplated hereby, to the extent it is a party thereto. (n) The Obligors Borrowers shall have provided paid to the Holders evidence that Agent, the Company has entered into Arranger and the Banks all commitment fees accrued under the Original Agreement and the fees required pursuant to the Fee Letter. (o) There shall have been no changes in the business, properties, operations, prospects or is concurrently entering intocondition, financial or otherwise, of either Borrower since December 31, 1996, which are individually or in the aggregate materially adverse. (p) a substantially identical (The Borrowers shall have delivered to the Agent opinions in relation form and substance satisfactory to terms) amendment the Agent from the Texas counsel of the Note and Guaranty Agreement for each other series of outstanding senior notes of any ObligorBorrowers.

Conditions to Effectiveness. The effectiveness of this Amendment is expressly shall be subject to the satisfaction of the following conditionsconditions precedent: (a) the representations and warranties made by the Obligors under Section 1 The Lender shall have received counterparts of this Amendment shall be true and correctduly executed by each of the Borrowers; (b) executed counterparts The Lender shall have received a Certificate of the Secretary of ARC, certifying that this Amendment, Amendment has been duly executed authorized by the Obligors Boards of Directors of ARC and Holders constituting Required Holders shall have been delivered to the Holderseach of its Subsidiaries; (c) receipt by each Holder of (i) The Borrowers shall have delivered to the Lender evidence that Wynnchurch has executed and delivered to the Borrowers a certificate written amendment and waiver with respect to the Subordinated Debt Documents in form and substance reasonably acceptable to the Lender, pursuant to which Wynnchurch shall have waived all existing defaults of the Secretary or Assistant Secretary of each Obligor, dated Borrowers under the date hereof, certifying as to (A) Subordinated Debt Documents and amended the resolutions attached thereto and the corporate proceedings relating to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in the case financial covenant provisions of the Obligors other than Oaktree Cayman, Subordinated Debt Documents in a recent “good standing certificate” from manner consistent with the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is financial covenant amendments set forth in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islandsthis Amendment; (d) the Company The Lender shall have paidreceived from Wynnchurch a certificate pursuant to which Wynnchurch shall have (i) ratified and confirmed its obligations under the Wynnchurch Guaranty, or reimbursed (ii) made the Holders forrepresentations and warranties contained in the first sentence of Section 9(e) of the Wynnchurch Guaranty as of [June 30, the reasonable fees2003], charges and disbursements of special counsel (iii) certified as to the Holders; provided that continued veracity of the Company representations and warranties contained in Section 9 of the Wynnchurch Guaranty, other than those representations and warranties contained in the first sentence of Section 9(e) of the Wynnchurch Guaranty, and (iv) shall not be liable for have confirmed Wynnchurch’s compliance with Section 11 of the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively)Wynnchurch Guaranty; (e) receipt by each Holder of opinions The Lender shall have received a written acknowledgement from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident Wynnchurch with respect to the transactions existence of the June 30, 2003 Events of Default and the modifications to the Credit Agreement contemplated hereby as the Required Holders or their counsel may reasonably requestby this Amendment; and (f) The Obligors Lender shall have provided received from the Borrowers, an amendment fee in an amount equal to the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any Obligor$25,000.

Conditions to Effectiveness. The effectiveness consent in Section 1 of this Amendment is expressly subject to and the amendments in Section 2 of this Amendment shall be effective as of the date (the “Second Amendment Effective Date”) the following conditionsconditions are satisfied: (a) the representations and warranties made by the Obligors under Section 1 Administrative Agent’s receipt of counterparts of this Amendment shall be true duly executed by the Borrower, the Administrative Agent, Lenders constituting Required Lenders and correcteach Lender increasing its Revolving Loan Commitment pursuant to this Amendment; (b) executed counterparts the Administrative Agent’s receipt of this Amendmenta reaffirmation (the “Reaffirmation”) of the Guarantee by the Guarantors, in the form of Exhibit A, duly executed by the Obligors and Holders constituting Required Holders shall have been delivered to the Holderseach Guarantor party thereto; (c) the Administrative Agent’s receipt by each Holder of (i) such documents or certificates with respect to legal matters or corporate or other proceedings related to this Amendment or the transactions contemplated hereby as may be reasonably requested by the Administrative Agent and (ii) a certificate of favorable written opinion (addressed to the Secretary or Assistant Secretary of each Obligor, Administrative Agent and the Lenders and dated the date hereof, certifying as ) of counsel to (A) the resolutions attached thereto Borrower and the corporate proceedings Guarantors, in form and substance reasonably satisfactory to the Administrative Agent and its counsel and covering such matters relating to the authorizationBorrower and the Guarantors, execution and delivery of the Financing Documents, this Amendment and or the performance of its obligations hereunder and (B) Transactions as the Obligors’ organization documents currently in effect, and (ii) (A) in the case of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate Administrative Agent shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islandsreasonably request; (d) the Company shall have paidAdministrative Agent’s receipt of a certificate signed by the President, a Vice President or reimbursed a Financial Officer of the Holders forBorrower certifying that, after giving effect to this Amendment, the reasonable fees, charges and disbursements Borrower is in compliance with the conditions contained in Section 4.02 of special counsel to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel Credit Agreement (which firm shall be the firm retained to represent all holders of Notes collectivelyas amended by this Amendment); (e) the Administrative Agent’s receipt of evidence reasonably satisfactory to it that, on or prior to March 31, 2016, the GATR Acquisition has been consummated or, substantially concurrently with the effectiveness of this Amendment, will be consummated; (f) the Administrative Agent’s receipt of an effective amendment to, or restatement of, the Note Purchase and Private Shelf Agreement (the “Private Placement”) dated as of March 12, 2013 by and among the Borrower, the guarantors party thereto, Prudential Investment Management, Inc. and the other purchasers party thereto, which amendment shall permit the consummation of the GATR Acquisition and shall otherwise amend the Private Placement on terms no more restrictive than those set forth in this Amendment; (g) the Administrative Agent shall have made such reallocations of each Holder Lender’s Revolving Credit Exposure under the Credit Agreement as are necessary in order that the Revolving Credit Exposure with respect to such Lender reflects the pro rata share of opinions from Xxxxxx Xxxxxx & Xxxxxthe aggregate Revolving Credit Exposure set forth in Schedule 2.01 for such Lender under the Credit Agreement as amended hereby. The Borrower hereby agrees to compensate each Lender for any and all losses, LLP, special counsel for costs and expenses incurred by such Lender in connection with the Obligors, sale and Walkers assignment of any Eurodollar Loans and the reallocation described in this clause (Cayman) LLP, special Cayman Islands counsel for Oaktree Caymang), in each case covering on the matters incident to terms and in the transactions contemplated hereby as manner set forth in Section 2.15 of the Required Holders or their counsel may reasonably requestCredit Agreement; and (fh) The Obligors shall have provided the Administrative Agent’s (and its affiliates) and the Lenders’ receipt of all fees and expenses then due and owing under the Credit Agreement, the other Financing Documents or under any other applicable letter agreement, including, to the Holders evidence that extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company has entered into (Borrower under the Credit Agreement or is concurrently entering into) a substantially identical (in relation to terms) amendment other applicable document. The Administrative Agent shall notify the Borrower and the Lenders of the Note Second Amendment Effective Date, and Guaranty Agreement for each other series of outstanding senior notes of any Obligorsuch notice shall be conclusive and binding.

Conditions to Effectiveness. The effectiveness obligation of this Amendment is expressly subject the DIP Lender to make Loans shall not become effective until the date on which each of the following conditions:conditions is satisfied (or waived in the sole and absolute discretion of the DIP Lender). (a) the representations and warranties made by the Obligors under Section 1 of this Amendment shall be true and correct;[Intentionally Omitted]. (b) executed counterparts The DIP Lender (or its counsel) shall have received the following, each to be in form and substance satisfactory to the DIP Lender: (i) a counterpart of this Amendment, Agreement signed by each Borrower; (ii) copies of duly executed by resolutions of the Obligors board of directors (or similar governing body) of each Borrower authorizing the execution, delivery and Holders constituting Required Holders shall have been delivered performance of the Facility Documents to which it is a party; and (iii) a duly executed Borrowing Request with respect to any Loan made on the Holders;Closing Date. (c) receipt by each Holder of (i) a certificate of the Secretary or Assistant Secretary of each Obligor, dated the date hereof, certifying as All legal matters incident to (A) the resolutions attached thereto this Agreement and the corporate proceedings relating borrowings hereunder shall be satisfactory to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in the case of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islands;DIP Lender. (d) the Company The Borrowers shall have paid, or reimbursed the Holders for, the reasonable fees, charges retained Xxxx Xxxxx Advisory Group LLC in accordance with an engagement letter satisfactory in form and disbursements of special counsel substance to the Holders; DIP Lender (the “Xxxx Xxxxx Engagement Letter”), and a fully executed copy of the Xxxx Xxxxx Engagement Letter has been provided that to the Company shall not be liable for the attorneys’ fees, costs DIP Lender and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively);its counsel. (e) receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligors, All motions and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident other documents to be filed with and submitted to the transactions contemplated hereby as Bankruptcy Court related to the Required Holders or their counsel may reasonably request; andDIP Facility and the approval thereof shall be in form and substance satisfactory to the DIP Lender. (f) The Obligors Bankruptcy Court shall have provided entered the Interim Order, in form and substance satisfactory to the Holders evidence that DIP Lender. (g) The DIP Lender shall have a valid and perfected Lien on and security interest in the Company has entered into (or is concurrently entering into) a substantially identical (Collateral on the basis and with the priority set forth in relation to terms) amendment the Interim Orders, and such Lien of the Note DIP Lender shall be senior to all other Liens except as otherwise provided in the Interim Order. (h) The DIP Lender shall have received the Budget (attached hereto as Exhibit B), which shall be in form and Guaranty Agreement for each other series of outstanding senior notes of any Obligorsubstance satisfactory to the DIP Lender.

Conditions to Effectiveness. The effectiveness of this This Amendment is expressly subject to shall become effective upon the following conditionsdate (the “Fourth Amendment Effective Date”) on which the Administrative Agent shall have received: (a) this Amendment, executed and delivered by a duly authorized officer of each of (i) the representations Borrower, (ii) Holdings, (iii) the Required Lenders, (iv) Majority Facility Lenders in respect of the Tranche A Term Facility, (v) Majority Facility Lenders in respect of the Tranche C Term Facility, (vi) the requisite Revolving Lenders, (vii) each Tranche D Term Lender and warranties made by (viii) the Obligors under Section 1 of this Amendment shall be true and correctForeign Currency Lender; (b) executed counterparts of this Amendment, duly executed by evidence satisfactory to the Obligors and Holders constituting Required Holders Syndication Agent that the Rose Acquisition shall have been delivered to the Holdersconsummated in accordance with applicable Requirements of Law; (c) receipt a Foreign Guaranty, executed and delivered by each Holder Rose Subsidiary, pursuant to which such Rose Subsidiaries shall guarantee the Obligations (other than Loans, the proceeds of (i) a certificate of which are used to finance the Secretary or Assistant Secretary of each Obligor, dated the date hereof, certifying as to (A) the resolutions attached thereto and the corporate proceedings relating Rose Acquisition to the authorization, execution and delivery extent a guarantee of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in the case of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor such Loans is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islandsnot permitted under applicable Requirements Law); (d) such Foreign Security Agreements, executed and delivered by the Company Rose Subsidiaries, as the Administrative Agent deems necessary or advisable to xxxxx x Xxxx to the Administrative Agent, for the benefit of the Lenders, on all property of each Rose Subsidiary of the type covered by the security interests granted pursuant to the Guarantee and Collateral Agreement and the Mortgages to secure payment of the Obligations (other than Loans, the proceeds of which are used to finance the Rose Acquisition to the extent a guarantee of such Loans is not permitted under applicable Requirements); (e) a certificate of each Rose Subsidiary, substantially in the form of Exhibit C to the Credit Agreement, with appropriate insertions and attachments, with such modifications relevant to the jurisdiction of such Rose Subsidiary, as may be requested by the Administrative Agent; (f) a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Fourth Amendment Effective Date) of each of (i) Xxxxxxx & Xxxx, S.C., counsel for the Borrower (ii) special New York counsel to the Borrower and the Rose Subsidiaries, (iii) special United Kingdom counsel to the Borrower, and (iv) the general counsel of the Borrower, in the case of each such opinion required by this paragraph, covering such matters relating to the Loan Parties, the Loan Documents or this Amendment as the Administrative Agent shall reasonably request; (g) such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Amendment, the Reaffirmation (as defined below) and the other transactions contemplated hereby (the “Transactions”) and any other legal matters relating to the Loan Parties, the Loan Documents or the Amendment, all in form and substance satisfactory to the Administrative Agent and its counsel; (h) a certificate, dated the Fourth Amendment Effective Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions set forth in this Section 35; (i) satisfactory evidence that all fees and other amounts due and payable to any Agent on or prior to the Fourth Amendment Effective Date have been paid, including, to the extent invoiced, reimbursement or reimbursed the Holders for, the reasonable payment of all out-of-pocket expenses (including fees, charges and disbursements of special counsel counsel) required to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively)reimbursed or paid by any Loan Party hereunder or under any other Loan Document; (ei) receipt all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect, or continue the perfection of, the Liens intended to be created under any Security Document after giving effect to this Amendment and the Rose Acquisition, (ii) a completed Perfection Certificate in the form of Exhibit B hereto dated the Fourth Amendment Effective Date and signed by an executive officer or Responsible Officer of the Borrower and (iii) all documents and instruments necessary to create or perfect the Liens intended to be created under any Security Document after giving effect to this Amendment and the Rose Acquisition; (i) amendments to each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for Mortgage executed in connection with the Obligors, and Walkers Original Credit Agreement providing that the Tranche D Term Loans (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident addition to the transactions contemplated hereby other Obligations) shall be secured by a Lien on each Mortgaged Property, signed on behalf of the record owner of such Mortgaged Property and (ii) policy or policies of title insurance or datedown endorsements to existing title insurance policies issued by a nationally recognized title insurance company, insuring the Lien of each such Mortgage, as amended by such amendment, as a valid first Lien on the Mortgaged Property described therein, free of any other Liens except as permitted by the Loan Documents, together with such endorsements, coinsurance and reinsurance as the Required Holders or their counsel Administrative Agent may reasonably request; (l) subject to Section 34 hereof, satisfactory evidence that the outstanding principal amount of, and all accrued and unpaid interest on, Tranche C Term Loans shall have been paid in full with the proceeds of the Tranche D Term Loans; (m) an amendment fee, for the account of the Lenders that have delivered an executed consent letter to the Syndication Agent no later than 5:00 p.m. New York time, on December 11, 2003 and an executed signature page to this Amendment to the Syndication Agent no later than 2:00 p.m. New York time, on December 22, 2003, in an amount equal to 0.10% of the aggregate amount (without duplication) of the Commitments in effect and Loans outstanding of such Lenders immediately prior to giving effect to this Amendment; and (f) The Obligors shall have provided to the Holders evidence that the Company has entered into (or is concurrently entering inton) a Reaffirmation Agreement, substantially identical (in relation to terms) amendment the form of Exhibit C hereto, duly executed and delivered by each party thereto. The Administrative Agent shall notify the Borrower and the Lenders of the Note Fourth Amendment Effective Date, and Guaranty Agreement for such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Tranche D Lenders to make Tranche D Term Loans hereunder shall not become effective unless each other series of outstanding senior notes of any Obligorthe foregoing conditions is satisfied at or prior to 5:00 p.m., New York City time, on December 24, 2003 (and, in the event such conditions are not so satisfied, the Tranche D Commitments shall terminate at such time).

Conditions to Effectiveness. The effectiveness of this Amendment is expressly subject to the following conditions: (a) the representations and warranties made by the Obligors under consent contained in Section 1 of this Amendment and of the amendments contained in Section 2 of this Amendment are conditioned upon satisfaction of the following conditions precedent (the date on which all such conditions have been satisfied being referred to herein as the "First Amendment Effective Date"): (i) Each Properties Group Party shall have duly executed and delivered (1) an Assumption Agreement in the form attached hereto as Annex 4 with respect to the Guarantee and Security Agreement and with respect to the Mortgages encumbering the Real Estate transferred to it, (2) a counterpart signature page to the Subordinated Intercompany Note and (3) any other documentation required under, or requested by the Administrative Agent pursuant to, Section 6.10 of the Credit Agreement or otherwise, all in form and substance reasonably satisfactory to the Administrative Agent (any documentation delivered to the Administrative Agent pursuant to this clause (i), the "Properties Group Loan Documents"), (ii) the Governing Documents of each Properties Group Party shall be true reasonably satisfactory in form and correctsubstance to the Administrative Agent and (iii) all aspects of the Colorado Acquisition and the Real Property Transfers, and all documentation related thereto, shall be reasonably satisfactory to the Administrative Agent; (b) executed the Administrative Agent shall have received signed written authorization from the requisite Lenders to execute this Amendment, and shall have received counterparts of this AmendmentAmendment signed by the Borrower, duly and counterparts of the consent of the Guarantors attached hereto as Annex 5 (the "Consent") executed by each of the Obligors Guarantors (as defined in the Guarantee and Holders constituting Required Holders shall have been delivered to the HoldersSecurity Agreement); (c) receipt by each Holder of (i) a certificate of the Secretary or Assistant Secretary of each Obligor, dated the date hereof, certifying representations and warranties in Section 6 below shall be true and correct in all material respects on and as to (A) the resolutions attached thereto and the corporate proceedings relating to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in the case of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman IslandsFirst Amendment Effective Date; (d) the Company Administrative Agent shall have paid, or reimbursed received a modified ALTA-11 endorsement from the Holders for, the reasonable fees, charges and disbursements Title Insurance Company for each of special counsel its mortgagee's title insurance policies relating to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively)Mortgages; (e) receipt the Administrative Agent shall have received payment in immediately available funds of all expenses incurred by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxxthe Administrative Agent (including, LLPwithout limitation, special counsel legal fees) for which invoices have been presented, on or before the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident to the transactions contemplated hereby as the Required Holders or their counsel may reasonably request; andAmendment Effective Date; (f) The Obligors the Borrower shall have provided paid to each of the Lenders executing this Amendment by December 18,2002 an amendment fee equal to the Holders evidence that product of 0.1% multiplied by the Company has entered into amount of each such Lender's Commitment; (g) the Administrative Agent shall have received the executed legal opinions of (i) each of Stokes, Bartholomew, Evans & Petree, Miles & Stockbridge and Kaye Scholer LLP counsel to txx Xxrroxxx xxd its Subsidiaries regardixx xxxxxxxxx matters (including, without limitation, the enforceability of this Amendment, the Credit Agreement, as amended, and the Properties Group Loan Documents against all parties thereto, and no conflict with law or is concurrently entering intomaterial agreements) a substantially identical and (in relation to termsii) amendment such local counsel as the Administrative Agent shall request regarding the continued enforceability of the Note Mortgages and Guaranty Agreement for each other series of outstanding senior notes of any Obligorcustomary matters; (h) the Administrative Agent shall have received such other documents, instruments, certificates, opinions and approvals as it may reasonably request.

Conditions to Effectiveness. The effectiveness of Section 3 through 5 of this Amendment is expressly subject to and the obligations of the Lenders hereunder shall occur on such date (the “Effective Date”) that the following conditionsconditions have been satisfied or waived: (a) The Borrower shall have delivered to the representations Administrative Agent the following in form and warranties made by substance reasonably satisfactory to the Obligors under Section 1 of this Amendment shall be true and correct;Administrative Agent: (bi) duly executed counterparts of this Amendment, duly executed Amendment signed by the Obligors Borrower, the Guarantors, the Administrative Agent, the Withdrawing Lender and Holders constituting Required Holders shall have been delivered to the HoldersLenders; (cii) receipt by a duly executed Revolver Note for the account of each Holder Lender that requested a Revolver Note and a duly executed Swing Advance Note for the account of the Swingline Lender, in each case complying with the provisions of Section 2.04 of the Credit Agreement; (iiii) a certificate of the Secretary or Assistant Secretary of the Borrower and each ObligorGuarantor, (x) certifying to and attaching (i) the applicable Loan Party’s Organizational Documents, (ii) the applicable Loan Party’s Operating Documents and (iii) the resolutions ​ adopted by the board of directors (or similar governing body) of the applicable Loan Party approving or consenting to this Amendment, (y) certifying as to the names, true signatures and incumbency of the officer or officers of the applicable Loan Party, authorized to execute and deliver this Amendment and any other, agreements, instruments and documents delivered in connection herewith on behalf such Loan Party, and (z) attaching a certificate of the Secretary of State (or equivalent body) of the applicable Loan Party’s state of organization as to the good standing or existence of such Loan Party; (iv) an opinion of counsel to the Loan Parties, dated as of the date hereof, certifying as in a form satisfactory to (A) the resolutions attached thereto Administrative Agent and the corporate proceedings covering such matters relating to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in the case of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islands; (d) the Company shall have paid, or reimbursed the Holders for, the reasonable fees, charges and disbursements of special counsel to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively); (e) receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident to the transactions contemplated hereby as the Required Holders Administrative Agent may reasonably request; (v) results of a search of the UCC filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) in which the Loan Parties are organized, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Administrative Agent that the Liens (other than Permitted Liens) indicated in any such financing statement (or similar document) have been released or subordinated to the satisfaction of Administrative Agent; (vi) all UCC financing statements and similar documents required by law or reasonably requested by the Administrative Agent to be filed in order to create in favor of the Administrative Agent, for the benefit of the Secured Parties, upon filing, a perfected first-priority security interest in the Collateral (to the extent that such a security interest may be perfected by a filing under the UCC) shall have been properly filed in each jurisdiction required (or arrangements for such filings acceptable to the Administrative Agent shall have been made); (vii) a certificate of the Chief Financial Officer or other Responsible Officer of the Borrower, certifying that (x) as of the date of this Amendment, all representations and warranties of the Borrower and the Guarantors contained in this Amendment, the Credit Agreement, the Collateral Documents and the other Loan Documents are true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject a materiality qualifier, true and correct in all respects) (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) as of such date) and (y) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to this Amendment (including any Borrowings in connection herewith and the application of the proceeds thereof); (viii) a Borrowing Base Certification Report, satisfactory in all respects to the Administrative Agent; and (ix) such other documents or items that the Administrative Agent, the Lenders or their counsel may reasonably request; and. ​ (fb) As of the date of this Amendment, (x) all representations and warranties of the Borrower and the Guarantors contained in this Amendment, the Credit Agreement, the Collateral Documents and the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject a materiality qualifier, true and correct in all respects) (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects as of such date) and (y) no Default or Event of Default shall have occurred or be continuing, both immediately before and after giving effect to this Amendment (including any Borrowings in connection herewith and the application of the proceeds thereof). (c) The Obligors Borrower shall have provided paid (x) to the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment Administrative Agent, upon application with appropriate documentation, all reasonable and documented out-of-pocket costs and expenses of the Note Administrative Agent, including reasonable and Guaranty documented out-of-pocket fees, charges and disbursements of counsel for the Administrative Agent, incurred in connection with this Amendment and the transactions contemplated herein, in each case, to the extent required by and subject to the terms and limitations of Section 9.03 of the Credit Agreement for each other series and (y) to the Lenders all fees due and payable as of outstanding senior notes the date hereof pursuant to and in accordance with that certain Fee Letter, dated as of any ObligorMarch 10, 2021, by and among, inter alia, the Borrower and the Administrative Agent. (d) Receipt by the Withdrawing Lender of the Prepayment.

Conditions to Effectiveness. The effectiveness of this Amendment the Commitments shall occur when each of the following conditions is expressly subject satisfied (or waived by the Administrative Agent and each Lender), each document to be dated the Closing Date (unless otherwise indicated) and delivered to the following conditionsrelevant Persons indicated below, and each document and other condition or evidence to be in form and substance reasonably satisfactory to the Administrative Agent: (a) The Agents shall have received counterparts of (i) this Agreement duly executed and delivered by all of the representations parties hereto and warranties made (ii) each of the other Loan Documents to be executed and delivered on the Closing Date duly executed and delivered by all of the Obligors under Section 1 of this Amendment shall be true and correct;parties thereto. (b) executed counterparts of this AmendmentThe Agents shall have received (i) proper financing statements, duly executed filed on or before the Closing Date (and the Borrower hereby consents to such filing by the Obligors Collateral Agent or the Administrative Agent) under the UCC in all jurisdictions that the Administrative Agent reasonably deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and Holders constituting Required Holders shall have been delivered any other Loan Documents and (ii) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Holders;Collateral previously granted by the Borrower or any other transferor. (c) receipt by The Agents shall have received legal opinions (addressed to each Holder of the Secured Parties) from (i) a certificate of Dechert LLP, special New York and Delaware counsel to the Secretary or Assistant Secretary of each ObligorBorrower and the Collateral Manager, dated the date hereof, certifying as to including without limitation (A) the resolutions attached thereto and the corporate proceedings true sale opinions relating to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder Loan Sale Agreement and (B) a non-consolidation opinion, (ii) Xxxxx Xxxxxxx LLP, counsel to the Obligors’ organization documents currently in effectCollateral Agent, the Collateral Administrator, the Document Custodian and the Securities Intermediary and (iii) Xxxxxxx LLP, special Maryland counsel to the Seller, each covering such matters as the Administrative Agent and its counsel shall reasonably request. (d) The Administrative Agent shall have received evidence reasonably satisfactory to it that (i) all of the Covered Accounts shall have been established and (ii) (A) in the case of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate Account Control Agreement shall indicate that the Obligor is in good standing have been executed and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued delivered by the Registrar of Exempted Limited Partnerships in the Cayman Islands; (d) the Company shall have paid, or reimbursed the Holders for, the reasonable fees, charges respective parties thereto and disbursements of special counsel to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively); (e) receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligors, in full force and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident to the transactions contemplated hereby as the Required Holders or their counsel may reasonably request; and (f) The Obligors shall have provided to the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any Obligoreffect.

Conditions to Effectiveness. The effectiveness of this Amendment is expressly shall be subject to the satisfaction of the following conditionsconditions precedent: (a) the representations and warranties made by the Obligors under Section 1 The Purchasers shall have received counterparts of this Amendment shall be true and correctduly executed by the Company; (b) executed The Purchasers shall have received counterparts of this Amendment, a Pledge Agreement duly executed by Service pledging Service's equity interests in the Obligors and Holders constituting Required Holders shall have been delivered to the HoldersNew Subsidiaries; (c) receipt The Purchasers shall have received counterparts of the Joinder Agreement and First Amendment to Guaranty and Security Agreement duly executed by each Holder of (i) a certificate of the Secretary or Assistant Secretary of each Obligor, dated the date hereof, certifying as to (A) the resolutions attached thereto and the corporate proceedings relating to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in the case of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islandssubsidiary; (d) the Company The Purchasers shall have paidreceived a Certificate of the Secretary of the Company, or reimbursed certifying that this Amendment has been duly authorized by the Holders for, Board of Directors of the reasonable fees, charges and disbursements of special counsel to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively)Company; (e) receipt by The Purchasers shall have received a Certificate of the Secretary of each Holder of opinions from Xxxxxx Xxxxxx & Xxxxxthe subsidiaries which is a corporation, LLP, special counsel for certifying that the Obligors, Joinder Agreement and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree CaymanFirst Amendment to Guaranty and Security Agreement and, in the case of Services, the Pledge Agreement in favor of the Purchasers, have been duly authorized by the Board of Directors of each case covering the matters incident to the transactions contemplated hereby as the Required Holders or their counsel may reasonably request; andsuch corporation; (f) The Obligors Purchasers shall have provided received a Certificate of the Manager of each of the New Subsidiaries, certifying that attached thereto are true and complete copies with respect to such New Subsidiary of the certificates of formation, limited liability company agreements and manager's consent to the Holders execution of the Joinder Agreement and First Amendment to Guaranty and Security Agreement; (g) The Company shall have delivered to the Purchasers evidence that Lender has executed and delivered to the Company has entered into a written amendment and waiver with respect to the Loan Documents (or is concurrently entering intoas defined in the Credit Agreement), in form and substance reasonably acceptable to the Purchasers; and (h) a substantially identical (The Company shall have reimbursed the Purchasers for all reasonable costs and expenses, including reasonable legal fees and disbursements, incurred by the Purchasers in relation to terms) amendment of connection with this Amendment and the Note and Guaranty Agreement for each other series of outstanding senior notes of any Obligortransactions contemplated hereby.

Conditions to Effectiveness. The effectiveness This Agreement shall become effective on the first day on which the Administrative Agent and the Funding Agents shall have received the following documents, instruments and fees, all of this Amendment is expressly subject which shall be in a form and substance acceptable to the following conditions:Administrative Agent, the Funding Agents and the Transferees (such day, the “Effective Date”): (a) A Certificate of the representations and warranties made by Secretary of the Obligors under Section 1 Transferor in substantially the form of this Amendment shall be true and correct; (b) executed counterparts of this Amendment, duly executed by the Obligors and Holders constituting Required Holders shall have been delivered to the Holders; (c) receipt by each Holder of Exhibit I hereto certifying (i) a certificate the names and signatures of the Secretary or Assistant Secretary of each Obligorofficers and employees authorized on its behalf to execute this Agreement and any other documents to be delivered by it hereunder (on which Certificate the Administrative Agent, dated the date hereof, certifying as to (A) the resolutions attached thereto Funding Agents and the corporate proceedings relating to Transferees may conclusively rely until such time as the authorization, execution and delivery Administrative Agent shall receive from the Transferor a revised Certificate meeting the requirements of this Amendment and the performance of its obligations hereunder and clause (B) the Obligors’ organization documents currently in effecta)(i)), and (ii) (A) in the case a copy of the Obligors other than Oaktree CaymanTransferor’s Certificate of Formation, certified by the Secretary of State of the State of Delaware, (iii) a recent “good standing certificate” from copy of the Transferor’s Limited Liability Company Agreement and (iv) certificate of the Secretary of State of the State of Delaware certifying the Transferor’s good standing under the laws of the State of Delaware. (b) A Certificate of the Secretary of the Originator in substantially the form of Exhibit I hereto certifying (i) the names and signatures of the officers and employees authorized on its behalf to execute the Receivables Purchase Agreement and any other documents to be delivered by it hereunder (on which certificate Certificate the Administrative Agent, the Funding Agents and the Transferees may conclusively rely until such time as the Administrative Agent shall indicate receive from the Originator a revised Certificate meeting the requirements of this clause (b)(i)), (ii) a copy of the Originator’s Certificate of Incorporation, certified by the Secretary of State of Delaware, (iii) a copy of the Originator’s By-Laws, (iv) a copy of resolutions of the Board of Directors of the Originator approving this transaction and (v) certificates of the Secretaries of State of the States of Delaware and Illinois certifying that the Obligor Originator is in good standing under the laws of such States. (c) A Certificate of the Secretary of the Parent in substantially the form of Exhibit I hereto certifying (i) the names and has legal existence in signatures of the officers and employees authorized on its behalf to execute the Parent Guaranty and any other documents to be delivered by it hereunder (on which Certificate the Administrative Agent, the Funding Agents and the Transferees may conclusively rely until such time as the Administrative Agent shall receive from the Parent a revised Certificate meeting the requirements of this clause (c)(i)), (ii) a copy of the Parent’s Certificate of Formation, certified by the Secretary of State of Delaware, (iii) a copy of the Parent’s Operating Agreement, (iv) a copy of resolutions of the Board of Directors of the Parent approving this transaction and (v) certificate of the Secretary of State of the State of Delaware) and (B) Delaware certifying that the Parent is in the case of Oaktree Cayman, a certificate of good standing issued by under the Registrar laws of Exempted Limited Partnerships in the Cayman Islands;such State. (d) Copies of proper financing statements, naming the Company shall have paid, or reimbursed Transferor as the Holders fordebtor, the Administrative Agent, as secured party, and other similar instruments or documents as may be necessary or, in the reasonable feesopinion of the Administrative Agent and the Funding Agents, charges desirable under the Relevant UCC of all appropriate jurisdictions or any comparable law to perfect the Administrative Agent’s security interest in all Receivables, Related Security and disbursements Collections, including, without limitation, describing such property as “all assets of the Debtor whether now owned or hereafter acquired and wheresoever located, including all accessions thereto and proceeds thereof.” (e) Copies of proper financing statements, naming the Originator as debtor, the Transferor as secured party, and the Administrative Agent, as assignee of the secured party, and other similar instruments or documents as may be necessary or, in the opinion of the Administrative Agent and the Funding Agents, desirable under the relevant UCC of all appropriate jurisdictions or any comparable law to perfect the Transferor’s ownership or security interest in all Receivables, Related Security and Collections. (f) Certified copies of request for information or copies, dated a date reasonably near the Effective Date, listing all effective financing statements which name the Transferor and the Originator (under their respective present names and any previous names) as debtor and which are filed in jurisdictions in which the filings were made pursuant to items (d) or (e) above together with copies of such financing statements (none of which (except for the filings made pursuant to items (d) or (e) above) shall cover any Receivables, Contracts or Collections with respect thereto). (g) Executed copies of the Lock-Box Agreements relating to each of the Lock-Box Accounts. (h) An opinion of in-house counsel to the Transferor and the Originator, re: certain corporate matters. (i) An opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special counsel to the Holders; provided that Transferor and the Company shall not be liable for the attorneys’ feesOriginator, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively);re: nonconsolidation. (ej) receipt by each Holder An opinion of opinions from Xxxxxx Xxxxxx Xxxxxxx Xxxxxxx & Xxxxx, Xxxxxxxx LLP, special counsel for to the ObligorsTransferor and the Originator, re: true sale between the Originator and Walkers the Transferor. (Caymank) An opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident to the transactions Transferor and the Originator, re: validity of the security interest granted by the Originator to the Transferor and enforceability of the Transaction Documents to which each is a party and certain other corporate matters. (l) An opinion of Xxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel to the Transferor, relating to due formation. (m) An opinion of Xxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel to the Transferor, relating to, among other things, the perfection and priority of security interests. (n) An executed copy of this Agreement, the Receivables Purchase Agreement and each other Transaction Document. (o) Evidence that the fees specified in the Fee Letters for payment on or prior to the Effective Date have been paid to the related Funding Agents. (p) A Monthly Report for the month ended May 2010. (q) A copy of IRS Form W-9 duly completed by the Transferor. (r) Confirmation from the nationally recognized statistical rating organizations (including but not limited to Xxxxx’x, S&P and Fitch) that maintain ratings on the Commercial Paper of Atlantic as of the date hereof that making purchases of undivided percentage ownership interests in the Receivables and Related Security, Collections and Proceeds as contemplated hereby will not cause such rating organization to downgrade, qualify or withdraw its rating of such Commercial Paper as of the date hereof. (s) Such other documents, instruments, certificates and opinions as the Required Holders or their counsel may Administrative Agent, the Funding Agents and the Transferees shall reasonably request; and (f) The Obligors shall have provided to the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any Obligor.

Conditions to Effectiveness. The effectiveness This Agreement shall become effective as of this Amendment is expressly subject to the date first above written when the following conditions:conditions precedent have been satisfied (each in form and substance reasonably satisfactory to Nortel Networks and NNUKL): (a) the parties to this Agreement shall have received duly executed and delivered counterparts of this Agreement, that, taken together bear the signatures of each of the parties hereto. (b) Nortel Networks and NNUKL shall have received copies of the Second Amended and Restated U.S. Security Agreement duly executed by the Bookham Parties, substantially in the form attached as Exhibit B hereto; (c) Nortel Networks and NNUKL shall have received copies of the Debenture relating to the real property at Swindon, U.K. and certain additional security duly executed by the Bookham Parties, substantially in the form attached as Exhibit C hereto; (d) Nortel Networks and NNUKL shall have received copies of the Amended and Restated Charge over Shares in Bookham International Limited duly executed by Bookham plc, substantially in the form attached as Exhibit D hereto; (e) Nortel Networks and NNUKL shall have received copies of the Second Amended and Restated Canadian Security Agreement duly executed by the relevant Bookham Parties, substantially in the form attached as Exhibit E hereto; (f) Nortel Networks and NNUKL shall have received copies of the Supply Agreement Addendum duly executed by Bookham Technology plc; (g) Nortel Networks and NNUKL shall have received duly executed copies of all other documentation, amendments and authorizations reasonably requested by Nortel Networks or NNUKL to effect a security interest over the additional collateral (as described in the Proposal Letter from NNUKL to Bookham, Inc., dated March 24, 2005). (h) The security interest granted by the Bookham Parties to NNUKL and NNL pursuant to the Additional Security Documents shall constitute a legal, valid and perfected security interest and first-priority lien in all collateral (as described in the relevant Additional Security Document) securing the payment and performance by the Bookham Parties of their respective obligations under the Notes, the Supply Agreement and the other Senior Note Documents, as applicable, upon the filing of financing statements in favor of the secured parties named therein in the relevant jurisdictions as further described in the relevant Additional Security Document. (i) Nortel Networks and NNUKL shall have received for each Bookham Party (i) copies of the organization documents, certified to be true and complete as of a recent date acceptable to Nortel by the appropriate governmental authority of the state of jurisdiction of is incorporation; (ii) signature and incumbency certificates of the officers of the Bookham Parties executing this Agreement, the Supply Agreement Addendum and each Additional Security Document to which it is a party; (iii) resolutions of the board of directors or similar governing body of each Bookham Party approving and authorizing the execution, delivery and performance of this Agreement, the Supply Agreement Addendum and each Additional Security Document to which it is a party, certified as of the date hereof by its Secretary or Assistant Secretary as being in full force and effect; and (iv) to the extent applicable, a good standing certificate from the applicable governmental authority of each Bookham Party’s jurisdiction of incorporation, dated a recent date prior to the date hereof. (j) The representations and warranties made by each of the Obligors under Section 1 of Bookham Parties in this Amendment Agreement and the Additional Documents shall be true and correct;correct in all material respects on and as of the date of the effectiveness of this Agreement as if made on and as of such date. (bk) executed counterparts of this Amendment, duly executed by the Obligors Nortel Networks and Holders constituting Required Holders NNUKL shall have been delivered to the Holders; (c) receipt by each Holder received legal opinions of (i) a certificate of the Secretary or Assistant Secretary of each Obligor, dated the date hereof, certifying as to (A) the resolutions attached thereto and the corporate proceedings relating to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in the case of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islands; (d) the Company shall have paid, or reimbursed the Holders for, the reasonable fees, charges and disbursements of special counsel to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively); (e) receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case Bookham Parties covering the such matters incident to the transactions contemplated hereby by this Agreement and the Additional Documents as the Required Holders or their counsel NNUKL and NNL may reasonably request; and (f) The Obligors shall have provided to the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any Obligorrequire.

Conditions to Effectiveness. The effectiveness of this Amendment is expressly subject to consent provided in Section 2.1 and the amendments contained in Section 2.2 shall become effective on the date (the "Effective Date") that the following conditionsconditions have been satisfied in full or waived by the Requisite Lenders: (a) Agent shall have received one or more counterparts of (i) this Amendment No. 1 executed and delivered by the Credit Parties, the Requisite Lenders (including the Lenders who are listed in Annex B set forth in Section 2.2 hereof with an increased Revolving Loan Commitment) and Agent, (ii) the Assignment of Representations, Warranties, Covenants and Indemnities, in the form attached hereto as Exhibit A, executed and delivered by Borrower and Agent, (iii) an amendment and restatement, each in the form of Exhibit B, of each Revolving Note held by a Lender whose commitment is being increased hereunder, each dated the Amendment No. 1 Effective Date and executed by the maker of such Revolving Note, (iv) amendments to each of the Collateral Documents, including the schedules and exhibits thereto, listed on the closing checklist attached hereto as Exhibit C, in form and substance reasonably satisfactory to Agent, (v) the Greenville Tube Guaranty, (vi) the Greenville Tube Joinder Agreement and (vi) the other documents listed on the closing checklist attached hereto as Exhibit C. (b) Agent shall have received duly executed copies of the Greenville Tube Acquisition Documents and all other material related agreements and instruments, certified as correct and complete by Borrower, and all opinions, certificates and other documents reasonably requested by Agent and all required regulatory and third party approvals. (c) Agent shall have completed its legal due diligence as to Greenville Tube. (d) Each of the conditions set forth in the definition of "Permitted Acquisition" in Section 3.6 of the Credit Agreement (as in effect immediately prior to the Effective Date) shall have been satisfied or waived by Agent with respect to the Greenville Tube Acquisition. (e) There shall be no continuing Default or Event of Default and the representations and warranties made of the Credit Parties contained in the Loan Documents, as amended by the Obligors under Section 1 of this Amendment No. 1, shall be true and correct;correct in all material respects as of the Effective Date or such other specific date as of which any such representation or warranty is by its terms made. (bf) executed counterparts Since June 30, 2006 and after giving effect to the Greenville Tube Acquisition and the funding of this Amendmentthe Revolving Loan Commitment Increase, duly no event or condition shall have occurred which could reasonably be expected to have a Material Adverse Effect. (g) Agent shall have received an amendment fee in the amount of $100,000. (h) Agent shall have received a perfection certificate in form and substance satisfactory to Agent executed by Greenville Tube and the Obligors results, satisfactory to Agent, of UCC, judgment and Holders constituting Required Holders tax lien searches from such jurisdictions as Agent shall have been delivered reasonably required with respect to the Holders;Greenville Tube. (ci) receipt by each Holder of Agent shall have received (i) a certificate Pro Forma giving effect to the acquisition of Greenville Tube and the Revolving Loan Commitment Increase, (ii) Financial Statements for the month and period ended June 30, 2006 and a Compliance Certificate for the month ended June 30, 2006, (iii) a Borrowing Base Certificate for the month ended June 30, 2006, and (iv) any outstanding items with respect to the April 30, 2006 field audit of RathGibson. (j) Agent shall have received such deposit account control agreements with respect to deposit accounts of Greenville Tube as Agent shall have reasonably requested and in form and substance satisfactory to Agent. (i) All material conditions to the closing of the Secretary or Assistant Secretary Greenville Tube Acquisition shall have been satisfied or, with the consent of each ObligorAgent (not to be unreasonably withheld), dated waived and concurrently with the date hereof, certifying as to (A) the resolutions attached thereto and the corporate proceedings relating to the authorization, execution and delivery effectiveness of this Amendment and No. 1, the performance of its obligations hereunder and (B) Greenville Tube Acquisition shall be consummated in accordance with the Obligors’ organization documents currently in effectGreenville Tube Acquisition Documents, and (ii) (A) the business and assets acquired in the case Greenville Tube Acquisition shall be free and clear of the Obligors all Liens (other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of DelawarePermitted Encumbrances) and (Biii) Agent shall have received payoff letters, in form and substance reasonably satisfactory to Agent, with respect to the "Closing Date Indebtedness" (as such term is defined in the Greenville Tube Purchase Agreement) and evidence satisfactory to Agent that all Closing Date Indebtedness shall be satisfied concurrently with the effectiveness of this Amendment No. 1. (l) Agent shall have been provided a first priority perfected Lien (subject to Permitted Encumbrances) in all outstanding Stock of Greenville Tube (together with the case of Oaktree Cayman, a certificate of good standing issued by stock certificates and executed stock powers with respect thereto) pursuant to the Registrar of Exempted Limited Partnerships in the Cayman Islands; (d) the Company Pledge Agreement which shall have paid, or reimbursed the Holders for, the reasonable fees, charges been amended in form and disbursements of special counsel substance satisfactory to the Holders; provided that the Company shall not be liable Agent in order to provide for the attorneys’ fees, costs such pledge and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively); (e) receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligorsadd RathGibson as a party thereto, and Walkers (Caymanin all assets of Greenville Tube in accordance with the requirements of Section 2.8(c) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident to the transactions contemplated hereby as the Required Holders or their counsel may reasonably request; and (f) The Obligors shall have provided to the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any ObligorCredit Agreement.

Conditions to Effectiveness. The effectiveness This Amendment No. 10 shall become effective on the date (the “Effective Date”) on which Agent shall have received the following, each of this Amendment is expressly subject which shall be in form and substance satisfactory to the following conditionsAgent: (a) the representations and warranties made by the Obligors under Section 1 of this Amendment shall be true No. 10, duly executed and correct;delivered by Existing Borrowers, the other Credit Parties, H&E Delaware, Agent and the Lenders, (b) executed counterparts to extent necessary to reflect accurately as of this Amendmentthe Effective Date the matters purported to be set forth therein, duly executed by the Obligors and Holders constituting Required Holders shall have been delivered updated Disclosure Schedules to the Holders;Original Credit Agreement, (c) receipt Amended and Restated Notes, duly executed and delivered by each Holder of (i) a certificate of H&E Delaware to the Secretary or Assistant Secretary order of each Obligor, dated the date hereof, certifying as to (A) the resolutions attached thereto and the corporate proceedings relating to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in the case of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman IslandsLender; (d) the Company shall have paida Security Agreement, or reimbursed the Holders for, the reasonable fees, charges duly executed and disbursements of special counsel to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs delivered by H&E Delaware and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively);Agent, (e) receipt a Pledge Agreement, duly executed and delivered by each Holder H&E Delaware, covering all of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligorsoutstanding Stock of GNE Investments and H&E Finance, and Walkers all documents (Caymanincluding share certificates and stock powers) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering required by the matters incident to the transactions contemplated hereby as the Required Holders or their counsel may reasonably request; andterms thereof, (f) The Obligors a Trademark Security Agreement, duly executed and delivered by H&E Delaware, (g) evidence satisfactory to the Agent in its sole discretion that the Mergers have been consummated in accordance with the terms of the Merger Documents, together with true and correct copies of the Merger Documents, each of which shall be in full force and effect, (h) an insurance certificate or certificates demonstrating that H&E Delaware and the assets acquired by it pursuant to the Merger Documents have insurance coverage as required the terms of the Original Credit Agreement, (i) for H&E Delaware, (a) its certificate of incorporation and all amendments thereto, (a) its by-laws, together with all amendments thereto, (c) resolutions of its Board of Directors, approving and authorizing the execution, delivery and performance of this Amendment No. 10 and the other Loan Documents to which it is a party and the transactions to be consummated in connection therewith, each certified as of Amendment No. 10 Effective Date by H&E Delaware’s secretary or an assistant secretary as being in full force and effect without any modification or amendment, (d) a good standing certificate (including verification of tax status) in its state of incorporation, and (e) good standing certificates (including verification of tax status) and certificates of qualification to conduct business in each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, each dated a recent date prior to the Amendment No. 10 Effective Date and certified by the applicable Secretary of State or other authorized Governmental Authority, (j) such UCC financing statements and such other filings and recordings as Agent may require to obtain its first priority security interest in Collateral owned by H&E Delaware and evidence satisfactory to Agent that Agent has a valid and perfected first priority security interest in all present and future assets of H&E Delaware and all proceeds thereof; (k) such information from H&E Delaware as Lender may have requested relative to UCC, lien, tax lien and other searches and results, satisfactory to Agent, of such UCC, judgment lien, tax lien and other searches of public records with respect to H&E Delaware, as Agent shall have provided to the Holders evidence that the Company has entered into required, (or is concurrently entering intol) a substantially identical (legal opinion of Dechert LLP, in relation form and substance satisfactory to terms) amendment Agent, as to, among other things, the legality and enforceability against H&E Delaware of this Amendment and of the Note Original Credit Agreement, as amended hereby, and Guaranty Agreement for each the validity, attachment and perfection of all security interests required by this Amendment and the other series of outstanding senior notes of any ObligorLoan Documents contemplated hereby, and (m) such other agreements, documents, instruments, certificates and opinions as Agent may have reasonably requested.

Conditions to Effectiveness. The effectiveness of the amendments, additions and modifications contained in this Amendment is expressly subject to are conditioned upon satisfaction of each of the following conditions:conditions precedent (the date on which all such conditions precedent have been satisfied being referred to herein as the “Amendment Effective Date”): (a) the representations Agent and warranties made by the Obligors under Section 1 TCO shall have each received counterparts of this Amendment shall be true signed by each of the Tensar Parties listed on the signature pages hereto, AIFL and correctAIA; (b) executed counterparts each of this Amendment, duly executed by the Obligors representations and Holders constituting Required Holders warranties in Section 4 below shall have been delivered to be true and correct in all material respects on and as of the HoldersAmendment Effective Date; (c) receipt the Agent, TCO, AIFL and AIA shall have each received payment in immediately available funds of all expenses incurred by each Holder of the Agent (including, without limitation, legal fees and expenses) that are then due and payable and reimbursable under the Second Lien Commodities Purchase Facility Documents and/or Tensar Holdings Commodities Purchase Facility Documents and for which invoices have been presented; and (d) the Agent and TCO shall have received (i) a certificate of the Secretary or Assistant Secretary of each Obligoran Assumption Agreement duly executed and delivered by Tensar International, dated the date hereof, certifying as to (A) the resolutions attached thereto and the corporate proceedings relating to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in the case organizational documents of the Obligors other than Oaktree CaymanTensar International, a recent “good standing certificate” from certified by the Secretary of State of the State of Delaware Delaware, (which certificate shall indicate that iii) revised stock certificates and stock powers of each of the Obligor is Tensar Parties, to the extent necessary to secure and perfect the equity interest thereof in good standing connection with the reorganization, (iv) a legal opinion of King & Spalding LLP in form and has legal existence substance reasonably acceptable to Agent, (v) corporate resolutions of each of the Tensar Parties party hereto authorizing the reorganization and confirming corporate benefit in connection therewith, (vi) all amendments or joinders to Security Documents necessary for Agent to continue its second lien perfected security interest in all of the State of Delaware) Collateral, and (Bvii) such other documents, instruments and opinions, including that of Luxembourg counsel, as reasonably requested by, and in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islands; (d) the Company shall have paid, or reimbursed the Holders forform and substance reasonably satisfactory to, the reasonable fees, charges and disbursements of special counsel to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively); (e) receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident to the transactions contemplated hereby as the Required Holders or their counsel may reasonably request; and (f) The Obligors shall have provided to the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any ObligorAgent.

Conditions to Effectiveness. The effectiveness Section 2 of this Amendment is expressly subject shall become effective only upon satisfaction of all of the following conditions precedent (the date of such effectiveness, the "First Amendment Effectiveness Date"): 3.1 The Company shall have performed and complied with all agreements obligations and conditions contained in this Amendment that are required to be performed or complied with by it on or before the First Amendment Effectiveness Date. 3.2 The Company shall have executed and delivered to the following conditions:New Investor: Bridge Warrants substantially in the form attached hereto as Exhibit B-1, Contingent Warrants ------------ substantially in the form attached hereto as Exhibit B-2 and the Security Agreement substantially in ------------ the form attached hereto as Exhibit C. The Current --------- 1 Investors shall have executed and the Company shall have filed amendments to the UCC-1 financing statements filed with the Secretary of State of California, the Secretary of the Commonwealth of Pennsylvania and the Prothonotary of Cumberland County Pennsylvania adding the New Investor as a secured party. 3.3 The New Investor, the Company and holders of more than fifty percent (a50%) of the aggregate outstanding principal amount of the Bridge Notes shall have executed and delivered this Amendment. 3.4 All representations and warranties of the New Investor made under the Bridge Note Purchase Agreement as a result of amendment by the Obligors under Section 1 of this Amendment shall be true on and correct; (b) executed counterparts of this Amendment, duly executed by the Obligors and Holders constituting Required Holders shall have been delivered to the Holders; (c) receipt by each Holder of (i) a certificate as of the Secretary or Assistant Secretary First Amendment Effectiveness Date with the same effect as though such representations and warranties had been made on and as of each Obligor, dated the date hereof, certifying as to (A) the resolutions attached thereto and the corporate proceedings relating to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in the case of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islands; (d) the Company shall have paid, or reimbursed the Holders for, the reasonable fees, charges and disbursements of special counsel to the Holderssuch date; provided that the -------- Company shall not be liable for acknowledges that the attorneys’ feesNew Investor makes, costs and disbursements the New Investor makes, the representations in Section 3.2 of more than one firm of special counsel (which firm Bridge Note Purchase Agreement subject to the condition that the New Investor shall be permitted to assign its rights and responsibilities under the firm retained Bridge Note Purchase Agreement, the Bridge Notes, the Bridge Warrant and the Contingent Warrant held by it, to represent all holders its affiliate Marina Corporate LLC. 3.5 All authorizations, approvals, or permits, if any, of Notes collectively); (e) receipt by each Holder any governmental authority or regulatory body of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligors, United States or of any state or the approval or authorization of any other entity that are required in connection with the lawful issuance and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering sale of the matters incident Securities to New Investor pursuant to the transactions contemplated hereby Bridge Note Purchase Agreement as the Required Holders or their counsel may reasonably request; and (f) The Obligors amended by this Amendment shall have provided been duly obtained and effective as of the First Amendment Effectiveness Date. 3.6 New Investor shall have paid $95,055 plus $1,135.38 (representing interest on the Bridge Notes from April 18, 2000 through the First Amendment Effectiveness Date at the rate of 10% per annum) by wire transfer of immediately available funds on or prior to the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any ObligorFirst Amendment Effectiveness Date.

Conditions to Effectiveness. The effectiveness of this Amendment is expressly Agreement and the obligation of the Incremental Lender to make Loans under the Incremental Revolving Facility Commitments hereunder are subject to the satisfaction or waiver of each of the following conditions:conditions (the date on which such conditions are satisfied or waived, the “Effective Date”): (a) The Administrative Agent shall have received (i) a counterpart of this Agreement, executed and delivered by the Borrowers and the Incremental Lender, (ii) a reaffirmation agreement in form and substance reasonably satisfactory to the Administrative Agent, executed and delivered by each of the Loan Parties with respect to its obligations and the Liens granted by it under the Security Documents and (iii) a reaffirmation agreement in form and substance reasonably satisfactory to the Administrative Agent, executed and delivered by Par Pacific Holdings, Inc., a Delaware corporation (the “Parent”), with respect to its obligations under that certain Guaranty, dated as of December 21, 2017 (as may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Parent Guaranty”), between the Parent and the Administrative Agent. (b) The Administrative Agent shall have received a certificate, executed on behalf of a duly authorized Senior Officer of each Borrower, which certificate shall certify (i) no Default or Event of Default shall exist immediately before or after giving effect to the requested increase, (ii) the representations and warranties made by of Parent, PHR, each Future Intermediation Subsidiary and each Obligor in the Obligors under Section 1 of this Amendment Loan Documents to which they are a party shall be true and correct; correct in all material respects (without duplication of any materiality qualifier contained therein) on the date of, and upon giving effect to, such requested increase (except for representations and warranties that expressly relate to an earlier date, in which case they are true and correct in all material respects (except with respect to representations and warranties which are expressly qualified by materiality, which shall be true and correct in all respects) as of such earlier date, and except that the representations and warranties contained in Section 9.1.4(a) of the Credit Agreement shall be deemed to refer to the most recent statements of Borrower and its Subsidiaries furnished pursuant to clauses (a) and (b), respectively, of Section 10.1.2 of the Credit Agreement), (iii) executed counterparts no reduction in Commitments pursuant to Section 2.1.4 of this Amendment, duly executed by the Obligors and Holders constituting Required Holders shall have been delivered Credit Agreement has occurred prior to the Holders;requested increase, and (iv) the requested increase does not cause the Commitments to exceed 90% of any applicable cap under the Secured Notes Indenture. (c) receipt The Incremental Lender, or an affiliate thereof, shall have received all fees due and payable to it by each Holder of (i) a certificate of the Secretary or Assistant Secretary of each Obligor, dated Borrowers as separately agreed between the date hereof, certifying as to (A) the resolutions attached thereto Incremental Lender and the corporate proceedings relating to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in the case of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islands;Borrowers. (d) the Company The Borrowers shall have paid, or reimbursed the Holders for, the reasonable paid all fees, charges and disbursements of special counsel to the Holders; provided that Administrative Agent (directly to such counsel if requested by the Company shall not be liable for Administrative Agent) to the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be extent invoiced prior to the firm retained to represent all holders of Notes collectively);Effective Date. (e) receipt The Administrative Agent shall have received with respect to each Borrower (i) certificates of good standing as of a recent date issued by issued by the Secretary of State or other appropriate official of such Person’s jurisdiction of organization and (ii) Administrative Agent shall have received a certificate of a duly authorized officer of each Holder Borrower, certifying (A) that there have been no changes to the Organic Documents of opinions such entity from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for those most recently delivered to the ObligorsAdministrative Agent in connection with the Credit Agreement and that such documents remain in full force and effect and (B) that an attached copy of resolutions authorizing execution and delivery of this Agreement and any related Loan Documents and the borrowings hereunder and thereunder is true and complete, and Walkers (Cayman) LLPthat such resolutions are in full force and effect, special Cayman Islands counsel for Oaktree Caymanwere duly adopted, in each case covering the matters incident have not been amended, modified or revoked, and constitute all resolutions adopted with respect to the transactions contemplated hereby as the Required Holders or their counsel may reasonably request; andthis credit facility. (f) The Obligors Administrative Agent shall have provided to received a Note executed by the Holders evidence that the Company has entered into (or is concurrently entering into) Borrowers in favor of each Lender requesting a substantially identical (in relation to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any ObligorNote.

Conditions to Effectiveness. The effectiveness of this Amendment is expressly subject to the following conditions: 2.1 Administrative Agent shall have received from each of the Borrowers, the Lenders and each Issuing Bank of a duly executed counterpart of this Amendment signed by such parties; 2.2 Administrative Agent shall have received from Borrowers in immediately available funds all fees and expenses to be paid by Borrowers to Administrative Agent in connection with this Amendment set forth in the Fee Letter (aincluding all reasonable fees and expenses of counsel to Administrative Agent); 2.3 Administrative Agent shall have received copies of (A) the audited combined financial statements for Borrowers and their Subsidiaries for the fiscal year ending December 31, 2017, which financial statements were prepared in accordance with GAAP in effect on the date such statements were prepared and fairly present the consolidated financial condition and operations of Borrowers and their Subsidiaries at such date and the consolidated results of their operations for the period then ended and (B) such other financial information as Administrative Agent may reasonably request and that is readily available to the Borrowers. 2.4 The representations and warranties made by of Borrowers contained in Article IV of the Obligors under Credit Agreement and Section 1 4 of this Amendment shall be true on and correctas of the date hereof, except (i) as otherwise described in the disclosure schedules amended pursuant to Section 1.6 hereof, (ii) to the extent such representations and warranties specifically relate to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) or (iii) for changes in facts or circumstances that have previously been disclosed in writing to the Administrative Agent and the Lenders and do not constitute a Default or Unmatured Default that has not otherwise been waived or cured pursuant to the requirement set forth in the Credit Agreement; 2.5 Administrative Agent shall have received duly executed counterparts of all other Credit Documents being executed simultaneously herewith and of a legal opinion from counsel to Borrowers upon such matters as Administrative Agent shall reasonably request in connection with this Amendment and the other Credit Documents being executed simultaneously herewith, each in form and substance reasonably satisfactory to Administrative Agent; 2.6 Administrative Agent shall have received a certificate , signed by the President, the Chief Executive Officer, the Chief Financial Officer, Chief Accounting Officer, Treasurer or any Vice President of Borrowers, dated the First Amendment Effective Date and in form and substance reasonably satisfactory to the Administrative Agent, certifying that (i) all representations and warranties of the Borrowers contained in the Credit Agreement and this Amendment and the other Credit Documents being executed simultaneously herewith are true and correct as of the First Amendment Effective Date, both immediately before and after giving effect to the consummation of the transactions contemplated hereby (except (a) to the extent such representations and warranties specifically relate to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date), (b) executed counterparts of this Amendment, duly executed by as otherwise described in the Obligors and Holders constituting Required Holders shall have been delivered disclosure schedules amended pursuant to the Holders; Section 1.6 hereof or (c) receipt for changes in facts or circumstances that have previously been disclosed in writing to the Administrative Agent and the Lenders and do not constitute a Default or Unmatured Default that has not otherwise been waived or cured pursuant to the requirement set forth in the Credit Agreement), (ii) no Default or Unmatured Default exists and no Default or Unmatured Default would result after giving effect to the consummation of the transactions contemplated hereby, (iii) both immediately before and after giving effect to the consummation of the transactions contemplated hereby, no Material Adverse Effect has occurred since December 31, 2017, and there exists no event, condition or state of facts that could reasonably be expected to result in a Material Adverse Effect, and (iv) all conditions to the effectiveness of this Amendment set forth in this Section 2 have been satisfied or waived by the Administrative Agent; 2.7 Administrative Agent shall have received a certificate of the secretary or an assistant secretary of each Holder Borrower, dated the First Amendment Effective Date and in form and substance reasonably satisfactory to the Administrative Agent, certifying (i) that attached thereto is a true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Person, and that, except for the amendments attached thereto, the same have not been amended since the date thereof, (ii) that attached thereto is a true and complete copy of the bylaws, operating agreement or similar governing document of such Person, as then in effect and, as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, and (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of such Person, authorizing the execution, delivery and performance of this Amendment and the other Credit Documents being executed simultaneously herewith to which it is a party, and as to the incumbency and genuineness of the signature of each officer of such Person executing this Amendment or any of such other Credit Documents, and attaching all such copies of the documents described above; 2.8 Administrative Agent shall have received (i) a certificate as of a recent date of the Secretary or Assistant good standing of each Borrower under the laws of its jurisdiction of organization, from the Secretary of State (or comparable Governmental Authority) of such jurisdiction, and (ii) a certificate as of a recent date of the qualification of each ObligorBorrower to conduct business as a foreign corporation in such jurisdictions as the Administrative Agent may have reasonably requested, dated from the date hereofSecretary of State (or comparable Governmental Authority) of such jurisdiction; 2.9 All approvals, certifying as to (A) permits and consents of any Governmental Authorities or other Persons required in connection with the resolutions attached thereto and the corporate proceedings relating to the authorization, execution and delivery of this Amendment Amendment, the other Credit Documents being executed simultaneously herewith, and consummation of the transactions contemplated hereby and thereby shall have been obtained, without the imposition of conditions that are not acceptable to the Administrative Agent in its reasonable determination, and all related filings, if any, shall have been made, and all such approvals, permits, consents and filings shall be in full force and effect and the performance Administrative Agent shall have received such copies thereof as it shall have reasonably requested; all applicable waiting periods shall have expired without any adverse action being taken or threatened by any Governmental Authority having jurisdiction; and no action, proceeding, investigation, regulation or legislation shall have been instituted, or to the knowledge of its obligations hereunder and (B) the Obligors’ organization documents currently Borrowers threatened or proposed in effectwriting before, and (ii) (A) in the case of the Obligors other than Oaktree Caymanno order, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islands; (d) the Company injunction or decree shall have paidbeen entered by, any court or reimbursed the Holders for, the reasonable fees, charges and disbursements of special counsel to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively); (e) receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Caymanother Governmental Authority, in each case covering to enjoin, restrain or prohibit, to obtain substantial damages in respect of, or to impose materially adverse conditions upon, this Amendment, any of the matters incident other Credit Documents, or the consummation of the transactions contemplated hereby or thereby or that could reasonably be expected to have a Material Adverse Effect; 2.10 Administrative Agent shall have received such other documents, certificates and instruments in connection with the transactions contemplated hereby as the Required Holders it or their counsel may reasonably request; and (f) The Obligors any Lender shall have provided reasonably requested. For purposes of determining compliance with the conditions specified in this Section 2, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Holders evidence that proposed First Amendment Effective Date specifying its objection thereto. The Administrative Agent shall notify the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment Borrowers and the Lenders of the Note effectiveness of this Amendment, and Guaranty Agreement for each other series of outstanding senior notes of any Obligorsuch notice shall be conclusive and binding.

Conditions to Effectiveness. The effectiveness This Amendment shall become effective as of this the date first above written (the “Amendment is expressly subject to Effective Date”) when, and only when, the following conditions:conditions have been satisfied (or waived by the Administrative Agent and the Lenders party hereto in their sole discretion): (a) The Administrative Agent shall have received, in immediately available funds, to the representations extent invoiced prior to the Amendment Effective Date, reimbursement or payment of all reasonable out-of-pocket costs and warranties made expenses of the Administrative Agent (including, but not limited to, the reasonable fees and expenses of counsel (including, but not limited to, one local counsel and any specialist counsel in each relevant jurisdiction) to the Administrative Agent) required to be reimbursed or paid by the Obligors Borrowers hereunder or under Section 1 of this Amendment shall be true and correct;any other Loan Document. (b) The Administrative Agent shall have received the following 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 form and substance satisfactory to the Administrative Agent: (i) either (A) counterparts of this Amendment duly executed by each of the Borrowers, the Majority Lenders, the Administrative Agent, the Fronting Banks and the Swing Line Lender or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such parties have signed counterparts of this Amendment, duly executed by ; (ii) copies of all the Obligors and Holders constituting Required Holders shall Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s XXXXX Database or on FE’s website no later than the Business Day immediately preceding the Amendment Effective Date will be deemed to have been delivered to under this clause (ii) and the HoldersLenders party hereto acknowledge receipt of each such Disclosure Document); (ciii) receipt by each Holder an opinion of Xxxxx X. Xxxxxx, Associate General Counsel of FirstEnergy Service Company, counsel for the Borrowers; (iv) an opinion of Xxxxx Day, special counsel for the Borrowers; (v) good standing certificates with respect to FE issued no earlier than fifteen (15) days prior to the Amendment Effective Date; (vi) certified copies of (iA) the resolutions of the Board of Directors of each Borrower approving this Amendment, the Amended Agreement and the other Loan Documents being executed and delivered in connection with this Amendment to which such Borrower is, or is to be, a party and (B) all documents evidencing any other necessary corporate action with respect to this Amendment, the Amended Agreement and such other Loan Documents; (vii) a certificate of the Secretary or an Assistant Secretary of each ObligorBorrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign this Amendment and each other Loan Document being executed and delivered in connection with this Amendment to which such Borrower is, or is to become, a party and the other documents to be delivered hereunder, (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such date, and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (including such Borrower’s Approval) required for the due execution, delivery and performance by such Borrower of this Amendment, the Amended Agreement and each other Loan Document being executed and delivered in connection with this Amendment to which such Borrower is, or is to become, a party; and (viii) a certificate of an Authorized Officer of each Borrower (the statements in which shall be true) certifying that, both before and after giving effect to this Amendment, (A) no event has occurred and is continuing that constitutes an Event of Default or an Unmatured Default with respect to such Borrower (other than the Relevant Events of Default) and (B) all representations and warranties of such Borrower contained in the Amended Agreement and each other Loan Document to which such Borrower is a party are true and correct in all material respects (or, in the case of any such representation or warranty already qualified by “Material Adverse Effect” or any other materiality qualification, true and correct in all respects) on and as of the Amendment Effective Date, as though made on and as of such date (other than any such representation or warranty that by its terms refers to a specific date, in which case such representation and warranty shall be true and correct as of such specific date). (c) The Administrative Agent shall have received evidence, in form and substance satisfactory to the Administrative Agent, that any defaults related to the occurrence of the Noncompliance Event under any agreements or instruments evidencing any existing Indebtedness of FE exceeding (or with undrawn commitments exceeding) $100,000,000 have been waived, and FE shall have certified to the Administrative Agent and the Lenders that no such defaults (other than such defaults that have been waived) exist. (d) (i) FE shall have executed and delivered to the Administrative Agent the fee letter agreement, dated the date hereof, certifying as to (A) the resolutions attached thereto between FE and the corporate proceedings relating to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, Administrative Agent and (ii) FE shall have paid (Aor caused to be paid) to the Administrative Agent, in the case immediately available funds, all of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is fees payable in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islands; (d) the Company shall have paid, or reimbursed the Holders for, the reasonable fees, charges and disbursements of special counsel to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively);accordance with such fee letter agreement. (e) receipt The Administrative Agent shall have received all documentation and information required by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxxregulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, LLPincluding, special counsel for without limitation, the ObligorsPatriot Act and the Beneficial Ownership Regulation, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident to the transactions contemplated hereby as extent such documentation or information is requested by the Required Holders or their counsel may reasonably request; and (f) The Obligors shall have provided Administrative Agent on behalf of any Lender prior to the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any ObligorAmendment Effective Date.

Conditions to Effectiveness. The effectiveness This Amendment shall become effective as of this Amendment is expressly subject to the following conditionsdate first above written when and only when: (a) The Administrative Agent shall have received all of the representations and warranties made by following, at the Obligors under Section 1 of this Amendment shall be true and correct;Administrative Agent’s office: (bi) executed counterparts of an original counterpart to this Amendment, duly executed by all parties hereto; (ii) satisfactory results of all applicable lien searches; (iii) satisfactory evidence that the Obligors Borrower and Holders constituting Required Holders its Restricted Subsidiaries maintain insurance that is customary in the industry, including without limitation the amount, types and terms and conditions of such insurance; and the Lenders shall have received certificates naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies to be maintained with respect to the properties of the Borrower and its subsidiaries forming part of the Lenders’ Collateral; (iv) satisfactory opinions of counsel to the Borrower and the Guarantors addressed to the Lenders (which shall cover, among other things, authority, legality, validity, binding effect and enforceability of the documents for the Original Agreement, as amended and no conflict with the terms of the Borrower’s indentures) and of appropriate local counsel, if any, and such corporate resolutions, certificates and other documents as the Lenders shall reasonably require; (v) satisfactory evidence that the Administrative Agent (on behalf of the Lenders) shall continue to have a valid and perfected first priority (subject to Permitted Liens) security interest in the Collateral (or arrangements satisfactory to the Administrative Agent shall have been delivered made to provide for such filings to be made to provide such security interest); (vi) a duly completed Compliance Certificate signed by a Responsible Officer of the Holders;General Partner for the July 31, 2013 year-end audited financial statements; and (vii) a certificate signed by a Responsible Officer of the General Partner certifying (A) that the conditions specified in Sections 4.02(a) and (b) of the Credit Agreement have been satisfied, and (B) that the conditions specified in Sections 3(b) and (c) below have been satisfied. (b) There shall not have occurred since July 31, 2013 any event or condition that has had or could be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect. (c) receipt by each Holder of (i) a certificate There shall be no action, suit, investigation or proceeding pending or, to the knowledge of the Secretary Borrower, threatened in any court or Assistant Secretary of each Obligor, dated the date hereof, certifying as before any arbitrator or governmental authority that could reasonably be expected to (A) the resolutions attached thereto and the corporate proceedings relating to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in the case of the Obligors other than Oaktree Cayman, have a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islands;Material Adverse Effect. (d) the Company The Borrower shall have paid, in connection with the Loan Documents, all recording, handling, legal, and other fees or reimbursed the Holders for, the reasonable fees, charges and disbursements of special counsel payments required to be paid to the Holders; provided that Administrative Agent or any Lender pursuant to any Loan Documents for which an invoice has been received at least one business day before the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively);date hereof. (e) receipt by each Holder The Administrative Agent shall have received financial projections and inventory sales projections (reporting projected volumes of opinions from Xxxxxx Xxxxxx & Xxxxxpropane to be sold) with respect to the Borrower and the Guarantors for fiscal years 2014 through 2016, LLP, special counsel for the Obligors, including balance sheets and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Caymanstatements of projected income and cash flow, in each case covering the matters incident to with pro forma adjustments for the transactions contemplated hereby as the Required Holders or their counsel may reasonably request; andimplied herein. (f) The Obligors All accrued interest, fees and other amounts payable under the Original Agreement for the account of any Lender (as defined in the Original Agreement) shall have provided to the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any Obligorbeen paid.

Conditions to Effectiveness. The effectiveness of this Amendment is expressly subject to the following conditions: (a) the representations and warranties made by the Obligors under Section 1 of this Amendment shall be true and correct; (b) executed counterparts become effective only upon the satisfaction of this Amendment, duly executed by the Obligors and Holders constituting Required Holders shall have been delivered to the Holders; (c) receipt by each Holder of (i) a certificate all of the Secretary following conditions precedent (the date of satisfaction of such conditions being referred to herein as the "FOURTH AMENDMENT EFFECTIVE DATE"): A. Company shall deliver to Lenders (or Assistant Secretary of to Agent for Lenders with sufficient originally executed copies, where appropriate, for each ObligorLender and its counsel) the following, each, unless otherwise noted, dated the date hereof, certifying as to (A) the resolutions attached thereto and the corporate proceedings relating to the authorization, execution and delivery Fourth Amendment Effective Date: 1. Copies of this Amendment executed by Company and the performance each Consenting Party; 2. Signature and incumbency certificates of its obligations hereunder Company's and (B) the Obligors’ organization documents currently in effecteach Guarantor's officers executing this Amendment and, and (ii) (A) in the case of Company, the Obligors other than Oaktree CaymanReplacement Revolving Notes; 3. Resolutions of Company's and each Guarantor's Board of Directors approving and authorizing the execution, a recent “good standing certificate” from the Secretary delivery and performance of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) this Amendment and, in the case of Oaktree CaymanCompany, a certificate approving and authorizing the execution, delivery and payment of good standing issued the Replacement Revolving Notes; and 4. Replacement Revolving Notes executed by the Registrar of Exempted Limited Partnerships Company, substantially in the Cayman Islands;form of EXHIBIT A to this Amendment, with appropriate insertions for each Lender as provided for in this Amendment. (d) B. On or before the Company Fourth Amendment Effective Date, Agent, on behalf of Lenders, shall have paidreceived a counterpart of this Amendment executed by a duly authorized officer of each Lender. C. Lenders and their respective counsel shall have received originally executed copies of one or more favorable written opinions of Skadden, or reimbursed Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for Company and the Holders forGuarantors, the reasonable feesand Preston, charges and disbursements of special counsel to the Holders; provided that the Company shall not be liable for the attorneys’ feesGates, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectively); (e) receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special Washington counsel for the Obligors, Company and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree CaymanGuarantors incorporated in Washington, in each case covering the matters incident in form and substance reasonably satisfactory to the transactions contemplated hereby Agent and its counsel, dated as the Required Holders or their counsel may reasonably request; and (f) The Obligors shall have provided to the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any Obligordate hereof.

Conditions to Effectiveness. The effectiveness of amendments provided for in this Amendment is expressly subject to shall take effect upon the satisfaction of the following conditions:conditions precedent (such date, the “Amendment Effective Date”): (a) the representations Administrative Agent shall have received a counterpart signature page to this Amendment, duly executed and warranties made delivered by each of the Obligors under Section 1 of Borrowers, the Agents and the Banks, and this Amendment shall be true in full force and correcteffect; (b) executed counterparts of this Amendmentall corporate action necessary for the valid execution, duly executed delivery and performance by the Obligors and Holders constituting Required Holders Borrowers of the Amendment shall have been delivered duly and effectively taken, and evidence thereof certified by authorized officers of the Borrowers and satisfactory to the HoldersBanks shall have been provided to the Banks; (c) receipt the Administrative Agent shall have received from each of the Borrowers a copy, certified by each Holder a duly authorized officer of such Person to be true and complete on the Amendment Effective Date, of (ia) a certificate its charter or other incorporation documents as in effect on such date of the Secretary or Assistant Secretary of each Obligor, dated the date hereof, certifying as to (A) the resolutions attached thereto and the corporate proceedings relating to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder certification and (Bb) the Obligors’ organization documents currently its by-laws as in effect, and (ii) (A) in the case of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware (which certificate shall indicate that the Obligor is in good standing and has legal existence in the State of Delaware) and (B) in the case of Oaktree Cayman, a certificate of good standing issued by the Registrar of Exempted Limited Partnerships in the Cayman Islandseffect on such date; (d) the Company Administrative Agent shall have paidreceived an incumbency certificate, or reimbursed dated as of the Holders forAmendment Effective Date, signed by duly authorized officers giving the reasonable fees, charges name and disbursements bearing a specimen signature of special counsel to the Holders; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm each individual who shall be authorized: (a) to sign the firm retained Loan Documents on behalf of each of the Borrowers; (b) to represent all holders make Loan Requests and to apply for Letters of Notes collectively)Credit; and (c) to give notices and to take other action on the Borrowers’ behalf under the Loan Documents; (e) receipt by each Holder of opinions the Banks shall have received a favorable legal opinion from Xxxxxx (i) Ryder Law Department, United States counsel to the Borrowers, (ii) Ashurst LLP, United Kingdom counsel to the U.K. Borrowers, (iii) Osler, Xxxxxx & Xxxxx, Harcourt LLP, special Ontario counsel for the Obligorsto Ryder Canada Limited, (iv) Xxxxxxx XxXxxxxx Stirling Scales, Nova Scotia counsel to Ryder Holdings Canada and Walkers (Caymanv) LLPRyder Law Department, special Cayman Islands counsel for Oaktree Caymanto Ryder PR, in each case covering the matters incident case, addressed to the transactions contemplated hereby Banks, dated the Amendment Effective Date, in form and substance satisfactory to the Administrative Agent and the Banks; (f) no material adverse change, in the judgment of the Majority Banks, shall have occurred in the financial condition, results of operations, business, properties or prospects of Ryder and its Consolidated Subsidiaries, taken as a whole, since the Required Holders audited financial statements of Ryder and its Consolidated Subsidiaries for the fiscal year ending December 31, 2012. There shall have occurred no material adverse change in the Senior Public Debt Ratings since December 31, 2012; (g) each of the Borrowers shall have paid the fees required to be paid on the Closing Date; (h) the receipt by the Administrative Agent of all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable legal fees and expenses) for which invoices have been presented which have been incurred or their counsel may reasonably requestsustained by the Administrative Agent in connection with this Amendment and the Credit Agreement; and (fi) The Obligors all proceedings in connection with the transactions contemplated by this Amendment and all documents incident thereto shall be reasonably satisfactory in substance and form to the Administrative Agent, and the Administrative Agent shall have provided to received all information and such counterpart originals or certified or other copies of such documents as the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any ObligorAdministrative Agent may reasonably request.

Conditions to Effectiveness. The effectiveness of Investors’ and BCC’s entry into this Amendment and the effectiveness hereof is expressly subject to the following conditions:prior or concurrent satisfaction (or waiver by the Investors and BCC, in their sole discretion) of each of the conditions precedent set forth in this Section 3 (capitalized terms used in this Section and not defined in this Amendment shall have the meaning given in the Amended and Restated Notes): (a) the representations and warranties made Delivery by the Obligors under Section 1 Company to the Investors of this an effective amendment to that certain Second Amended and Restated Registration Rights Agreement dated as of March 12, 2009, as amended by the First Amendment to the Second Amended and Restated Registration Rights Agreement dated as of March 26, 2010 (as so amended, the “Registration Rights Agreement”), in the form attached hereto as Exhibit B (the “Registration Rights Agreement Amendment”, pursuant to which amendment the Registration Rights Agreement shall be true and correctamended to provide the Investors with registration rights with respect to the Additional Warrants; (b) executed counterparts of this Amendment, duly executed by the Obligors and Holders constituting Required Holders The Investors shall have been delivered to the Holders; (c) receipt by each Holder of received (i) a certificate of the Secretary or Assistant Secretary of each Obligorcertificate, dated the date hereof, of an authorized signatory of the Company certifying as to (A) copies of the resolutions attached thereto and other actions taken or adopted by the Company authorizing the execution, delivery and performance of this amendment, the Amended and Restated Notes, the Additional Warrants, and the corporate proceedings relating Registration Rights Agreement Amendment (and confirming that no resolutions or actions contrary to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder such resolutions or actions have been taken) and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in the case Certificate of Incorporation of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from Company (which shall also be certified by the Secretary of State of the State state in which the Company is organized or formed) and Bylaws of Delaware the Company, (which certificate shall indicate that the Obligor is in ii) a good standing and has legal existence in certificate with respect to the Company as of a date recently prior to the date of hereof from the Secretary of the State of Delaware) the state in which the Company is organized or formed, and (Biii) evidence of qualification of the Company to do business in each jurisdiction where the case nature of Oaktree Caymanits properties or the conduct of its business requires it to be so qualified to do business as of a recent date and where the failure so to qualify could result in a Material Adverse Effect; (c) No claim, litigation, arbitration, governmental investigation, injunction, order, proceeding or inquiry shall be pending or threatened which: (i) seeks to enjoin or would be reasonably be expected to materially delay, impose material limitations on, or otherwise prevent the consummation of, or to recover any damages or obtain relief as a certificate result of, the transactions contemplated by or in connection with the Loan Documents or this Amendment; or (ii) would otherwise be adverse to any of good standing issued by the Registrar of Exempted Limited Partnerships parties hereto in any material respect with respect to the Cayman Islandstransactions contemplated hereby; (d) The Investors shall have received a certificate, dated as of the date hereof, of an authorized signatory of the Company shall have paid, or reimbursed the Holders for, the reasonable fees, charges and disbursements of special counsel to the Holderseffect that: (i) all conditions precedent set forth in this Section 3 have been satisfied; provided that (ii) all representations and warranties set forth in Section 4 of the Company shall not be liable Purchase Agreement are true and correct in all material respects (except for the attorneys’ feesrepresentations or warranties already qualified by materiality, costs and disbursements of more than one firm of special counsel (which firm shall be true and correct in all respects) as of the firm retained to represent date hereof; and (iii) all holders of Notes collectivelyrepresentations and warranties set forth in any other documents entered into in connection herewith are true and correct in all material respects (except for representations or warranties already qualified by materiality, which shall be true and correct in all respects);; and (e) receipt by each Holder The Investors shall have received a certificate, dated the date hereof, of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for an authorized signatory of the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident Company to the transactions contemplated hereby as the Required Holders or their counsel may reasonably request; and (f) The Obligors shall have provided to the Holders evidence effect that the Company has entered into obtained and maintains in full force and effect each and every consent, approval, filing and registration by or with any Person, including, without limitation, any Governmental Authority, necessary to authorize or permit (i) the execution, delivery or is concurrently entering into) a substantially identical (in relation to terms) amendment performance of the Note Loan Documents, this Amendment, and Guaranty the Registration Rights Agreement for each other series Amendment, (ii) the issuance of outstanding senior notes the Amended and Restated Notes and the Additional Warrants (including any approval, consent, filing and registration required under Federal or State securities laws), (iii) the validity or enforceability of any Obligorthe documents specified in clauses (i) and (ii), or (iv) the consummation of the transactions contemplated by the Loan Documents and hereby.