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 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 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 effectiveness Upon the satisfaction of this Amendment is expressly subject to each of the following conditions:, this Agreement shall be deemed to be effective as of the date hereof (other than the amendments in Sections 3(c) and 3(d) of this Agreement, which upon satisfaction of each of the following conditions shall be deemed effective as of January 30, 2009): (a) the representations and warranties made by the Obligors under Section 1 Administrative Agent shall have received counterparts of this Amendment shall be true Agreement executed by (i) either the Administrative Agent (on behalf of itself and correcteach of the Consenting Lenders by virtue of each Consenting Lender’s execution of a Lender Authorization) or the requisite Consenting Lenders (by virtue of each Consenting Lender’s execution of a Lender Authorization), (ii) the Borrower, (iii) the Parent and (iv) each of the Grantors; (b) executed counterparts of this Amendment, duly executed by the Obligors and Holders constituting Required Holders Administrative Agent shall have been delivered to received executed Lender Authorizations from the Holdersrequisite Consenting Lenders; (c) receipt by each Holder the Administrative Agent shall have been reimbursed for all fees and out-of-pocket charges and other expenses incurred in connection with this Agreement, including, without limitation, the reasonable fees and disbursements of (i) a certificate of counsel for 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, Administrative Agent and (ii) (A) in the case of the Obligors other than Oaktree CaymanCapstone Advisory Group, 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 IslandsLLC; (d) the Company Administrative Agent shall have paidreceived an effective corresponding amendment to the Canadian Credit Agreement, or reimbursed in form and substance substantially consistent with this Agreement (with such changes as are applicable only to the Holders forCanadian Credit Agreement), duly executed by the Canadian Administrative Agent, the reasonable feesCanadian Borrower, charges the Parent, each Canadian Guarantor and disbursements the requisite Consenting Lenders (whether directly or through a lender authorization) which such amendment shall provide (i) for the incurrence of special counsel the EDC Loans and (ii) that the Fairfax Liquidity will be an “Additional Credit Loan” (as defined in the Canadian Credit Agreement), in each case on terms and conditions satisfactory to the Holders; provided that Administrative Agent (such corresponding amendment, 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“Canadian Amendment”); (e) receipt by each Holder concurrently with the effectiveness of opinions this Agreement, the Canadian Borrower shall have received no less than $18,000,000 of cash proceeds (less all legal, underwriting and other fees and expenses incurred in connection therewith) from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel the issuance of the EDC Loans; (f) the Administrative Agent shall have received an updated rolling 13-week forecast of cash receipts and disbursements of the Borrower and its Consolidated Subsidiaries for the Obligors13-consecutive week period beginning on the date of delivery of such forecast, which forecast shall be in form and Walkers substance reasonably satisfactory the Administrative Agent and the Canadian Administrative Agent and shall be calculated on a pro forma basis giving effect to (Caymani) LLPthe Fairfax Liquidity, special Cayman Islands counsel for Oaktree Cayman, in each case covering (ii) the matters incident amendments to the transactions contemplated hereby calculations of the Borrowing Base, the Canadian Borrowing Base, the Overadvance Amount and the Canadian Overadvance Amount set forth in this Agreement or the Canadian Amendment, as applicable and (iii) the Required Holders or their counsel may reasonably requestissuance of the EDC Loans; and (fg) The Obligors the Administrative Agent shall have provided to received such other instruments, documents and certificates as the Holders evidence that Administrative Agent shall reasonably request in connection with the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment execution of the Note and Guaranty Agreement for each other series of outstanding senior notes of any Obligorthis Agreement.

Conditions to Effectiveness. The effectiveness This Amendment shall become effective upon satisfaction or waiver of this Amendment is expressly subject to all of the following conditions:conditions precedent (the “Third Amendment Effective Date”): (a) the representations Administrative Agent, the Ally Representative and warranties made by the Obligors under Section 1 of Blackstone Credit Representative shall have received fully executed copies of: (i) this Amendment shall be true executed by each of the Loan Parties, the Blackstone Credit Representative, the Ally Representative, the Lenders and correctthe Administrative Agent; (ii) that certain First Amendment to the Agreement Among Xxxxxxx, dated as of the date hereof, executed by each of the Last Out Lenders (as defined therein), the First Out Lenders (as defined therein), First Out Lender Representative (as defined therein), Last Out Lender Representative (as defined therein) and Agent (as defined therein) (the “AAL Amendment”); (iii) the Third Amendment Intercreditor Agreement; (iv) the Second Lien Credit Agreement and the other Second Lien Loan Documents; and (v) that certain Mutual Release, dated as of the date hereof, by and among the Consenting Stakeholders (as defined therein), (b) executed counterparts the Third Amendment Transactions (including receipt of this Amendment, duly executed by all regulatory approvals required in connection with the Obligors and Holders constituting Required Holders Third Amendment Transactions) shall have been consummated and all related definitive documentation shall have been executed and delivered to the HoldersAdministrative Agent, the Ally Representative and the Blackstone Credit Representative; (c) receipt by each Holder of the Administrative Agent, the Ally Representative and the Blackstone Credit Representative shall have received: (i) a certificate customary legal opinion of the Secretary or Assistant Secretary of each Obligor, dated the date hereof, certifying as to (A) Xxxxxx, Xxxx & Xxxxxxxx LLP, special New York counsel to the resolutions attached thereto Borrower and the corporate proceedings relating Guarantors, addressed to each Secured Party, in form and substance reasonably satisfactory to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder Blackstone Credit Representative and (B) if applicable, local counsel reasonably acceptable to the Obligors’ organization documents currently Blackstone Credit Representative in effecteach jurisdiction where any of the Loan Parties is incorporated or organized, addressed to each Secured Party, in form and substance reasonably satisfactory to the Blackstone Credit Representative; (ii) customary lien searches and UCC searches; (A) a certificate, signed by an Responsible Officer of each Loan Party, and attested to by the secretary or any assistant secretary of such Loan Party, together with (x) copies of the Organization Documents of such Loan Party, (y) the resolutions of such Loan Party referred to in such certificate, and (iiz) (A) a signature and incumbency certificate to the officers of such persons executing the Loan Documents, in the case each case, each of the Obligors other than Oaktree Caymanforegoing shall be in form and substance reasonably acceptable to the Blackstone Credit Representative and Ally Representative, 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 of Exempted Limited Partnerships in the Cayman Islands; or status (d) the Company shall have paid, or reimbursed the Holders for, the reasonable fees, charges and disbursements of special counsel to the Holders; provided extent that such concepts exist) from the Company shall not be liable for applicable secretary of state (or equivalent authority) of the attorneys’ feesjurisdiction of organization or formation of each Loan Party (in each case, costs and disbursements of more than one firm of special counsel (which firm shall be to the firm retained to represent all holders of Notes collectivelyextent applicable); (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 of this This Amendment is expressly subject to shall become effective upon receipt by the following conditionsTrustee of: (a) a counterpart hereof, duly executed and delivered by each of the representations Company, the Master Servicer, the Servicers and warranties made by the Obligors under Section 1 of this Amendment shall be true and correctTrustee; (b) executed counterparts of a consent to this Amendment, duly executed by in the Obligors form of Annex B, from Capital Markets Assurance Corporation, as the Enhancement Provider and Holders constituting Required Holders shall have been delivered to the HoldersControl Party for each of the Term Certificates, Series 1994-1, and the VFC Certificates, Series 1996-1; (c) receipt by an officer's certificate of a Responsible Officer of the Company certifying that this Amendment shall not adversely affect in any material respect the interests of the Series 1994-1 Term Certificateholders or the Series 1996- 1 Initial VFC Certificateholder; (d) 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 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)may be; (e) receipt by each Holder an opinion of opinions from Xxxxxx Xxxxxx counsel of Pxxx, Weiss, Rifkind, Wxxxxxx & XxxxxGxxxxxxx, LLPcounsel to the Company and the Master Servicer, special counsel for opining as to (i) this Amendment being authorized pursuant to the ObligorsPooling Agreement, the Series 1994-1 Supplement and the Series 1996-1 Supplement, and Walkers (Caymanii) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident all conditions precedent to the transactions contemplated hereby as the Required Holders or their counsel may reasonably requestexecution, delivery and performance of this Amendment being satisfied in full; and (f) The Obligors shall have provided to the Holders evidence written confirmation from each of Standard & Poor's Corporation and Mxxxx'x Investors Service Inc. stating that the Company has entered into (execution and delivery of this Amendment will not result in a reduction or is concurrently entering into) a substantially identical (in relation to terms) amendment withdrawal of the Note and Guaranty Agreement for each other series rating of outstanding senior notes of any Obligorthe Term Certificates.

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 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 This Incremental Amendment shall become effective upon the satisfaction of this Amendment is expressly subject to the following conditionsconditions set forth below: (a) there shall exist no Default both immediately before and after giving effect to this Incremental Amendment; (b) the Administrative Agent shall have received a counterpart signature page to this Incremental Amendment, duly executed and delivered by the Borrower, the Administrative Agent, each Guarantor, the owners of the Capital Stock of the Borrower (the “Pledgors”), the Revolving Credit Lenders electing to rollover their Revolving Credit Commitments into Tranche A Revolving Commitments, the Additional Revolving Lenders and the Term B-2 Lenders; (c) the Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Lenders, the Nexstar Swing Line Lender and the Nexstar L/C Issuer, an opinion of Xxxxxxxx & Xxxxx LLP, counsel for the Borrower, the other Mission Entities and the Nexstar Entities, addressed to the Nexstar L/C Issuer, the Administrative Agent, the Collateral Agent and the Lenders and permitted to be relied upon by any persons who become Lenders pursuant to this Incremental Amendment, in form and substance reasonably satisfactory to the Administrative Agent and customary for senior secured credit facilities in transactions of this kind (including a customary no conflicts opinion consistent with that provided pursuant to Section 4.01(g)), (d) the Administrative Agent shall have received (x) certificates of good standing from the applicable secretary of state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Incremental Amendment, (y) a certificate of a Responsible Officer of the Borrower certifying (A) as to compliance with clauses (i) through (iii) of the proviso to Section 2.14(a) of the Credit Agreement and (B) attaching the resolutions adopted by the Borrower approving or consenting to the Incremental Amendment and (z) a certificate of a Responsible Officer of the Borrower designating the Tranche A Revolving Commitments as “Refinancing Revolving Commitments”; (e) the Administrative Agent shall have received an amended and restated Revolver Reallocation Letter duly executed by the Consenting Revolving Lenders and the Additional Revolving Lenders; (f) the Administrative Agent shall have received a Loan Notice on or prior to the Second Incremental Amendment Closing Date; (g) the representations and warranties made by the Obligors under Section 1 of set forth in this Incremental Amendment shall be true and correctcorrect in all material respects as of the date of this Incremental Amendment (except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date and (2) that any representation or warranty that is qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects); (bh) executed counterparts of the Nexstar Credit Agreement shall be amended on substantially similar terms for the Nexstar Borrower as the terms set forth in this Incremental Amendment, duly ; (i) the Administrative Agent shall have received a Term B-2 Loan Note executed by the Obligors Borrower in favor of each Lender requesting a Term B-2 Loan Note; (j) the Administrative Agent shall have received a Revolving Credit Note executed by the Borrower in favor of each Additional Revolving Lender requesting a Revolving Credit Note; (k) the Administrative Agent shall have received evidence of payment of all fees required to be paid on the Second Incremental Amendment Closing Date pursuant to the Second Incremental Amendment Arranger Fee Letter; (l) the Borrower shall have paid all reasonable invoiced fees and Holders constituting Required Holders expenses of the Administrative Agent’s counsel, Xxxxxxxx PC, and the Administrative Agent shall have received evidence of payment of all other reasonable and documented out-of-pocket costs and expenses (including, without limitation, legal fees and expenses) that have been invoiced prior to the effective date of this Incremental Amendment. Simultaneously with effectiveness, (i) the Revolving Credit Lenders under the Existing Credit Agreement shall have been delivered to paid all accrued fees on their Revolving Credit Commitments to, but not including, 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 Second Incremental Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, Closing Date and (ii) (A) in the case of Revolving Credit Lenders under 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 Existing Credit Agreement shall have paidbeen paid all accrued and unpaid interest on their outstanding Revolving Credit Loans to, or reimbursed the Holders forbut not including, 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 Incremental Amendment Closing Date.

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 of this Amendment is expressly subject to the following conditions:satisfaction in full of each of the conditions precedent set forth below (the date on which all such conditions have been satisfied being herein called the “Amendment Effective Date”): (aA) the Agent shall have received counterparts of this Amendment which, when taken together, bear the signatures of the Borrower, Hallmark Cards, each Guarantor and each of the Lenders; (B) the Agent shall have received for the account of the Lenders a fee of $25,000 in consideration for the extensions of the Maturity Date to be implemented hereunder; (C) the representations and warranties in Section 4 hereof shall be true on the Amendment Effective Date as if made by the Obligors under Section 1 of on such date; (D) all legal matters incident to this Amendment shall be true and correctsatisfactory to Xxxxxx, Xxxxx & Xxxxxxx, LLP, counsel for the Agent; (bE) the Agent has received a fully-executed counterparts Recapitalized Debt Intercreditor Agreement in the form of Exhibit T to this Amendment, duly executed by the Obligors and Holders constituting Required Holders shall have been delivered to the Holders; (cF) receipt by each Holder the prior or simultaneous consummation of the Recapitalization on terms and conditions satisfactory to the Agent including that (i) a certificate criteria set forth under the definition of Recapitalization as set forth in the Secretary or Assistant Secretary of each ObligorRevised Credit Agreement are satisfied in connection therewith, 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) that each Recapitalization Credit Document (A) as defined in the case Revised Credit Agreement) is satisfactory in form and substance to the Agent; and (iii) the Agent is satisfied with any and all liabilities of Hallmark Holdings and Hallmark Entertainment Investments Co., who are contemplated to be merged with and into the Borrower in connection with the consummation 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 IslandsRecapitalization; (dG) the Company Agent shall have paidreceived evidence satisfactory to it that Hallmark Cards and/or its Affiliates shall have, or reimbursed the Holders for, the reasonable fees, charges and disbursements of special counsel pursuant to documentation satisfactory to the Holders; provided that Administrative Agent, extended through no earlier than the Company shall not be liable for the attorneys’ fees, costs and disbursements of more than one firm of special counsel Maturity Date (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 same is being extended in the Revised Credit Agreement) the license agreement which provides the Borrower and its Subsidiaries with the right to use the “Hallmark” name and the “Crown” name in their respective television series or their counsel may reasonably requeston or with respect to any channels owned or operated by the Borrower or any of its Subsidiaries; 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 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 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 of this Amendment is expressly Agreement shall be subject to the fulfillment (to the satisfaction of the Agent) of the following conditionsconditions precedent: (a) The Borrower shall have executed and delivered to the representations and warranties made by Agent the Obligors under Section 1 of this Amendment shall be true and correct;Notes. (b) executed counterparts of this Amendment, duly executed by the Obligors and Holders constituting Required Holders The Borrower shall have been executed and delivered to the Holders;Agent such amendments of, or acknowledgments with respect to, the Security Documents as the Agent shall require, including, without limitation, the Borrower Security Agreement Confirmation, the Borrower Debt Assignment Confirmation (together with the amended and restated promissory note of NPDC covered thereby made payable to the order of the Borrower and duly endorsed by the Borrower to the order of the Agent), and the Borrower Pledge Agreement Confirmation, all in form and substance satisfactory to the Agent, in order to confirm and preserve the Agent's security interest in the Collateral. (c) receipt by each Holder of The Borrower shall have: (i) a certificate executed and delivered to the Agent appropriate Uniform Commercial Code financing statements and amendments thereto in order to enable the Agent to perfect and preserve its security interest in the Collateral which can be perfected by filing of such financing statements; (ii) if required by the Secretary or Assistant Secretary of each ObligorMajority Banks, dated delivered to the date hereof, certifying as Agent acknowledgment copies thereof evidencing such filings; (iii) delivered to the Agent: (A) copies of, or certificates of the resolutions attached thereto and brokers with respect to, policies of insurance owned by the corporate proceedings Borrower covering or in any manner relating to the authorizationCollateral together with endorsements thereto that comply with the terms of the Borrower Security Agreement and are otherwise in form and substance satisfactory to the Majority Banks, execution naming the Agent in its capacity as such, as additional insured and delivery of this Amendment and the performance of loss payee as its obligations hereunder interests may appear; and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in the case evidence of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State Borrower's liability insurance policies; and (iv) otherwise duly complied with all of the State terms and conditions 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;Security Documents. (d) the Company NPDC shall have paid, or reimbursed the Holders for, the reasonable fees, charges executed and disbursements of special counsel 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)Agent its Guaranty; (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 Upon the satisfaction of this Amendment is expressly subject to each of the following conditions, this Agreement shall be deemed to be effective as of the date hereof: (a) the representations and warranties made Agent shall have received counterparts of this Agreement executed by the Agent, the Borrower and the other Obligors under Section 1 of this Amendment shall be true and correct(including the New Subsidiary); (b) executed counterparts of this Amendment, duly executed by the Obligors and Holders constituting Required Holders Agent shall have been received all certificated Partnership/LLC Interests of the New Subsidiary, if any, (including, without limitation, the Additional Investment Property) and any other agreement or document required to be delivered pursuant to this Agreement and the HoldersPledge Agreement; (c) receipt by each Holder the Agent shall have received a favorable opinion 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 counsel to the authorizationNew Subsidiary, execution in form and delivery of substance satisfactory to the Agent, with respect to the New Subsidiary, this Amendment Agreement, the other Loan Documents to which the New Subsidiary is a party and such other matters as 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 IslandsAgent may reasonably request; (d) the Company Agent shall have paid, or reimbursed received a certificate of a responsible officer of the Holders for, the reasonable fees, charges and disbursements of special counsel New Subsidiary certifying as to the Holders; provided incumbency and genuineness of the signature of each officer of the New Subsidiary executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (i) the Company shall not be liable for Organizational Documents of the attorneys’ feesNew Subsidiary and all amendments thereto, costs certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of formation, (ii) resolutions duly adopted by the managers, sole member or other governing body of the New Subsidiary authorizing the transactions contemplated hereunder and disbursements the execution, delivery and performance of more than one firm this Agreement and the other Loan Documents to which it is a party, and (iii) certificates as of special counsel (which firm shall be a recent date of the firm retained to represent all holders good standing of Notes collectively)the New Subsidiary under the laws of its jurisdiction of formation; (e) receipt the Agent shall have received all certificates of insurance evidencing the existence of all insurance required to be maintained by each Holder the Borrower (including, without limitation, coverage of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligors, New Subsidiary) by the Loan Agreement and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Caymanthe Security Documents, in each case covering the matters incident in form and substance reasonably satisfactory to the transactions contemplated hereby as Agent; (f) the Required Holders or their Agent shall have been reimbursed for all fees and reasonable out-of-pocket charges and other expenses incurred in connection with this Agreement (including, without limitation, the reasonable fees and disbursements of counsel may reasonably requestfor the Agent); and (fg) The Obligors the Agent shall have provided to received any other agreement or document reasonably requested by the Holders evidence that Agent in connection with the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment execution of the Note and Guaranty Agreement for each other series of outstanding senior notes of any Obligorthis Agreement.

Conditions to Effectiveness. The effectiveness Bank of this Amendment is expressly subject to America and the Swap Parties agree that the forbearance obligations of Bank of America herein shall be effective upon the satisfaction of each of the following conditions:conditions precedent, each in form and substance satisfactory to Bank of America, on September 30, 2010 (the “Forbearance Effective Date”): (a) The Swap Parties and Bank of America shall have executed and delivered this Forbearance Agreement. (b) The applicable Subsidiaries (as defined in the Credit Agreement) of the Loan Parties shall have entered into amendments, waivers, forbearances or other modifications reasonably satisfactory to Bank of America of each loan agreement evidencing the existing Indebtedness (as defined in the Credit Agreement) of such Subsidiaries of the Loan Parties described on Schedule 7.02 of the Credit Agreement and any other material Indebtedness of such Subsidiaries (including, without limitation, the various loan agreements among certain Subsidiaries of Holdings and The Royal Bank of Scotland plc, DVB Group Merchant Bank (Asia) Ltd., Credit Suisse, AIG Commercial Equipment Finance, Inc, Commerzbank AG and Berenberg Bank) deferring or forbearing any rights with respect to the failure to make any payments of principal due under such loan agreements to a date which is no earlier than the Forbearance Termination Date, and Bank of America shall have received a signed Officer’s Certificate, certified by a duly authorized officer of Holdings to be true and complete, attaching true, correct and complete fully executed copies of each such amendment, forbearance, waiver and modification to each such loan agreement. (c) Bank of America shall have received evidence that all corporate action necessary for the valid execution and delivery by the Swap Parties of this Forbearance Agreement and the performance of the transactions contemplated hereby and thereby shall have been taken. (d) Bank of America shall have received payment for the fees, and expenses including, without limitation, fees and expenses incurred by their counsel and their restructuring advisors and other consultants, for which invoices or estimates therefor have been provided to the Swap Parties on or prior to the Forbearance Effective Date. (e) The representations and warranties made by of each of the Obligors under Section 1 of this Amendment Swap Parties in the Master Agreement and the Credit Support Documents shall be true and correct; (b) executed counterparts correct as of this Amendmentthe Forbearance Effective Date, duly executed by the Obligors and Holders constituting Required Holders shall have been delivered except with respect to the Holders; (c) receipt by each Holder of (i) a certificate occurrence of the Secretary or Assistant Secretary of each Obligor, dated the date hereof, certifying as Specified Defaults referred to (A) the resolutions attached thereto herein and the corporate proceedings relating to the authorization, execution extent that any of such representations 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, warranties relate by their terms to 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 prior date they shall be the firm retained to represent all holders true and correct as 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; andsuch prior date. (f) The Obligors There shall have provided to occurred no Default or Event of Default under the Holders evidence that Master Agreement other than 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 ObligorSpecified Defaults.

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) 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 by the Registrar Secretary of Exempted Limited Partnerships State of the State of Indiana certifying the Collection Agent's existence. (c) Copies of proper financing statements (Form UCC-1), naming UAC 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 Cayman Islands;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. (d) Copies of proper financing statements (Form UCC-1), dated a date reasonably near to the Company shall have paiddate of the Initial Funding 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. (e) Copies of proper financing statements (Form UCC-3), if any, 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. (f) 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 Initial Funding listing all effective financing statements which name the Debtor (under its present name and any previous name) 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 state ments (none of which shall cover any Receivables or Contracts). (g) Opinions of Xxxxxx & Xxxxxxxxx, special counsel to the Holders; provided that Debtor and the Company shall not be liable for Collection Agent, covering the attorneys’ feesmatters set forth in (i) Exhibit I hereto, 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);ii) Exhibit J hereto. (eh) receipt by each Holder An opinion of opinions from Xxxxxx Xxxxxx Xxxxxxx & Xxxxx, LLPMcNagny, 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 Debtor and the Collection Agent, covering matters relating to Florida law. (i) A list setting forth all Receivables and the Outstanding Balances thereon as of the close of business on the Cut-Off Date and such other infor mation as the Required Holders Collateral Agent or their counsel any of the Secured Parties may reasonably request; and. (fj) An executed copy of the Fee Letter. (k) The Obligors shall have provided Note, duly executed by the Debtor and appropri ately completed. (l) A Termination and Release Agreement, dated as of September 18, 1998, among the Company, the Debtor and UAC, terminating the Transfer and Administration Agreement, dated as of June 27, 1995 (as amended to the Holders evidence that date hereof), among the Company has entered into Company, the Debtor and UAC. (m) A Termination and Release Agreement, dated as of September 18, 1998, among the Company, the Debtor and UAC terminating the Transfer and Administration Agreement, dated as of August 24, 1995 (as amended to the date hereof), among the Company, PFC and UAC. (n) The Arrangement Fee in accordance with Section 2.5. (o) Such other documents as the Collateral 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 ObligorSecured Parties shall reasonably request.

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 the Bank: (a) The Bank shall have received the representations following documents, each in form and warranties made substance satisfactory to the Bank and its counsel: (i) This Amendment, duly executed by the Obligors under Section 1 of this Amendment shall be true Borrower, the Company, Fossil Intermediate, Fossil Trust, Fossil New York, Fossil I and correctFossil II; (bii) executed counterparts A Revolving Note in the form of Exhibit A to this Amendment, duly executed by Borrower; (iii) The Letter Agreement (herein so called) in the Obligors form of Exhibit B to this Amendment, duly executed by The Hongkong and Holders constituting Required Holders Shanghai Banking Corporation Limited ("HSBC Japan"); and (iv) A company general certificate (hereinafter referred to as the "Company General Certificate") for the Company, certified by its Secretary or Assistant Secretary, acknowledging (A) that its Board of Directors has met and has adopted, approved, consented to and ratified resolutions which authorize the execution, delivery and performance of this Amendment, the Revolving Note and all other Loan Documents to which it is or is to be a party, and (B) the names of the officers authorized to sign this Amendment, the Revolving Note and each of the other Loan Documents to which it is or is to be a party (including the certificates contemplated herein) together with specimen signatures of such officers. The Company General Certificate shall conform to the Company General Certificate which is attached hereto as Exhibit C and incorporated herein for all purposes; (b) There shall have been delivered to no material adverse change in the Holdersfinancial condition of the Borrower or any Guarantor; (c) receipt by each Holder of (i) There shall be no material adverse litigation, either pending or threatened, against the Borrower or any Guarantor that could reasonably be expected to have a certificate of material adverse effect on the Secretary Borrower 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 Guarantor; (d) The representations and warranties contained herein and in the Company shall have paidLoan Agreement and the other Loan Documents, or reimbursed the Holders foras each is amended hereby, 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 true and correct as of the firm retained to represent all holders of Notes collectively)date hereof, as if made on the date hereof; (e) receipt No default or Event of Default shall have occurred and be continuing, unless such default or Event of Default has been specifically waived in writing by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligors, and Walkers Bank; (Caymanf) LLP, special Cayman Islands counsel for Oaktree Cayman, All corporate proceedings taken in each case covering the matters incident to connection with the transactions contemplated hereby as by this Amendment and all documents, instruments and other legal matters incident thereto shall be satisfactory to the Required Holders or their counsel may reasonably requestBank and its legal counsel; and (fg) The Obligors Bank shall have provided received from HSBC Japan all fees and other amounts required to be paid by HSBC Japan to Bank pursuant to the Holders evidence that terms of the Letter Agreement; and (h) The Bank shall have received from the Company has entered into (or is concurrently entering into) a substantially identical (in relation the Borrower, as appropriate, all other fees and expenses required to terms) amendment of paid pursuant to the Note and Guaranty Agreement for each other series of outstanding senior notes of any ObligorLoan Agreement.

Conditions to Effectiveness. The effectiveness of this This Amendment is expressly subject to shall become effective on the date when the following conditionsconditions precedent have been satisfied: (a) The Borrower, the Guarantor and the Bank shall have delivered an executed counterpart of this Amendment. (b) The Bank shall have received each of the following documents, each duly executed by the parties thereto and in full force and effect: (i) a Line of Credit Note; and (ii) (1) a duly executed Memorandum of Modification in substantially the form attached hereto as Exhibit B, together with any customary Mortgage Related Documents relating thereto, in each case in form and substance reasonably acceptable to the Bank, and (2) either mortgage modification endorsements to, or date down endorsements to (or re-dated title insurance policies which replace), the existing title insurance policy issued on the Closing Date, in any case issued by a nationally recognized title insurance company reasonably acceptable to the Bank, insuring the Lien of the Mortgage, as amended by such amendment, as a valid first priority Lien on the Real Property Collateral described therein, free of any other Liens except as permitted by the Loan Documents. (c) The Borrower and the Guarantor shall have delivered to the Bank a certificate, signed by a duly appointed officer of such Person, dated as of the Second Amendment Effective Date, certifying as to the incumbency of such officer, and attaching or making certifications that no changes have been made to the copies last delivered to the Bank of, the Governing Documents of such Person and any resolutions of such Person approving the execution of this Amendment. (d) Giving effect to the consent to the MGMT Merger set forth in Section 7 hereof, no Event of Default or Default shall have occurred and be continuing or would result after giving effect to the transactions contemplated hereby. (e) The representations and warranties made by the Obligors under set forth in Section 1 of this Amendment 9 hereof shall be true and correct; (b) executed counterparts correct on the effective date of this Amendment. (f) No injunction, duly executed writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against the Obligors Borrower, any Guarantor or the Bank. (g) The Borrower shall have paid all reasonable out-of-pocket costs and Holders constituting Required Holders expenses of the Bank, to the extent invoices therefor have been presented. (h) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered or executed or recorded and shall be in form and substance satisfactory 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 ObligorBank.

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 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 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 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 Second Amendment shall be effective upon satisfaction or completion of this Amendment is expressly subject to the following conditionsfollowing: (a) the representations and warranties made by the Obligors under set forth in Section 1 2 of this Second Amendment shall be true and correct; (b) executed Bank shall have received counterparts of this Amendment, duly Second Amendment executed by the Obligors Borrower and Holders constituting Required Holders shall have been delivered to the HoldersBank; (c) receipt by each Holder of (i) Bank shall have received a certificate certified resolution of the Secretary or Assistant Secretary Board of each ObligorDirectors of the Borrower authorizing the execution, dated the date hereof, certifying as to (A) the resolutions attached thereto delivery and the corporate proceedings relating to the authorization, execution and delivery performance of this Second 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 IslandsTerm Note; (d) the Company Bank shall have paid, or reimbursed received an assignment of proceeds of a Surplus Debenture in connection with the Holders for, the reasonable fees, charges and disbursements of special counsel to the Holders; provided that the Company shall not be liable Acquisition Advance made for the attorneys’ fees, costs Security Plan Acquisition in form and disbursements of more than one firm of special counsel (which firm shall be substance satisfactory to Bank and approved by the firm retained to represent all holders of Notes collectively)appropriate Insurance Regulatory Authorities; (e) receipt by each Holder Bank shall have received (i) evidence that the conditions precedent to all Acquisition Advances set forth in Section 5.3 of opinions from Xxxxxx Xxxxxx & Xxxxxthe Loan Agreement have been satisfied with respect to the Security Plan Acquisition and (ii) copies of the acquisition documents and pro forma Financial Statements of Borrower required pursuant to Section 5.4 of the Loan Agreement with respect to the Security Plan Acquisition; (f) Bank shall have received an opinion of Borrower's General Counsel, LLP, special as counsel for the Obligors, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Caymanto Borrower, in each case covering form and substance satisfactory to Bank, with respect to matters set forth in Sections 2(c), (d) and (e) of this Second Amendment; (g) Bank shall have received the matters incident duly executed Term Note; (h) Bank shall have received payment of all outstanding legal fees and expenses in respect of the Loan Agreement; (i) Bank shall have received an Officer's Certificate of Security Plan in form and substance satisfactory to Bank; (j) Bank shall have received an Officer's Certificate of CICA in form and substance satisfactory to Bank, including resolutions authorizing the transactions contemplated hereby as execution of the Required Holders or their counsel may reasonably requestSurplus Debenture in connection with the Security Plan Acquisition and the CICA Security Agreement; and (fk) The Obligors Bank shall have provided received in form and substance 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 Bank and Guaranty Agreement for each its counsel, such other series of outstanding senior notes of any Obligordocuments, certificates and instruments as Bank shall require.

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: (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 This Amendment shall become effective upon completion of this Amendment is expressly subject the following conditions to the following conditionssatisfaction of the Agent: (a) the representations following documents, in form and warranties substance satisfactory to the Agent: (i) this Amendment; (ii) the separate Revolving Credit Notes made by the Obligors under Section 1 Borrower payable to the order of this Amendment each of the Lenders, substantially in the form of Schedule 3 hereto; and (iii) the documents listed on Schedule 2 attached hereto shall have been duly authorized, executed and delivered by the Borrower, shall be true in full force and correcteffect, and no Default or Event of Default shall exist thereunder; (b) receipt by the Agent of a certificate of the Secretary or an Assistant Secretary of the Borrower, certifying that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment and the other documents to be executed counterparts and delivered by the Borrower, and as to the incumbency and genuineness of the signature of each officer of the Borrower executing this Amendment, duly executed the Revolving Credit Notes and the other documents delivered by the Obligors and Holders constituting Required Holders shall have been delivered to the HoldersBorrower pursuant hereto; (c) receipt by each Holder the Agent of (i) a certificate favorable opinion of counsel to the Secretary or Assistant Secretary of each Obligor, dated Borrower addressed to the date hereof, certifying as to (A) the resolutions attached thereto Agent and the corporate proceedings relating Lenders with respect to the authorization, execution Borrower and delivery of this Amendment and such other matters as 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 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) receipt by the Company shall have paid, or reimbursed Agent of evidence satisfactory to the Holders forAgent that the Liens of the Lenders in the Collateral described in the Security Documents constitute valid and perfected first priority Liens therein and that upon the recording of the documents listed on Schedule 2 attached hereto, the reasonable feesLiens of the Lenders in the Collateral described in the Security Documents will secure the Obligations of the Borrower under the Credit Agreement as amended hereby and any renewals or extensions of any of the Obligations, charges and disbursements of special counsel to together with all other Secured Obligations as defined in 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)Security Documents; (e) receipt by the Agent of a commitment fee in an amount equal to 1/8% of the sum of the Aggregate Revolving Credit Commitment plus the outstanding balance of the Term Loan, such fee to be shared by the Lenders pro rata in accordance with the Commitment Percentage of 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 requestLender; and (f) The Obligors shall have provided to receipt by 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 Agent of any Obligorother document or instrument reasonably requested by it in connection with the execution of this Amendment.

Conditions to Effectiveness. The effectiveness This Tenth Amendment shall not be effective until each of this Amendment is expressly subject the following conditions precedent has been fulfilled to the following conditionsreasonable satisfaction of the Administrative Agent: (a) the representations and warranties made by the Obligors under Section 1 The Administrative Agent shall have received counterparts of this Tenth Amendment shall be true duly executed and correct;delivered by each of the parties hereto. (b) executed counterparts All corporate and shareholder action on the part of the Loan Parties and all consents and approvals necessary for the valid execution, delivery and performance by the Loan Parties of this Amendment, duly executed by Tenth Amendment and the Obligors and Holders constituting Required Holders Joinder Documents shall have been delivered duly and effectively taken and evidence thereof reasonably satisfactory to the Holders;Agent shall have been provided to the Agent. (c) receipt TCP International IP Holdings, LLC, TCP International Product Holdings, LLC and the Loan Parties shall have delivered to the Administrative Agent, a duly executed Joinder Agreement, in the form of Exhibit B hereto (together with each deliverable due thereunder) and TCP International IP Holdings, LLC, TCP International Product Holdings and the Loan Parties shall have otherwise complied with Section 6.12 of the Credit Agreement to the reasonable satisfaction of the Administrative Agent (the “Joinder Documents”). (d) The Administrative Agent shall have received a fully executed Amended and Restated Security Agreement, in the form of Exhibit C hereto. (e) The Administrative Agent shall have received a written legal opinion of the Loan Parties’ counsel, addressed to the Administrative Agent, the Collateral Agent and the other Credit Parties, covering such matters relating to this Tenth Amendment, the Joinder Documents, the Amended and Restated Security Agreement and/or the transactions contemplated thereby, as the Administrative Agent may reasonably request. (f) After giving effect to this Tenth Amendment, no Default or Event of Default shall have occurred and be continuing. (g) There shall be no material misstatements in the materials furnished by each Holder the Loan Parties to the Agent or the Lenders prior to closing of this Tenth Amendment, or in representations or warranties of the Loan Parties made in the Credit Agreement. The Agent shall be satisfied that any financial statements delivered to it fairly present the business and financial condition of the Borrowers and their Subsidiaries, taken as a whole, as of the date thereof and for the periods covered thereby, and that there has been no material adverse change in the assets, business, financial condition or income of the Borrowers and their subsidiaries, taken as a whole, since the date of the most recent Financial Statements delivered to the Agent. The Agent shall be satisfied that any projections delivered to it represent the Borrowers’ good faith estimate of their future financial performance and were prepared on the basis of assumptions believed by the Borrowers to be fair and reasonable in light of current business conditions at the time such projections were prepared. (h) All fees payable to the Agents and the Lenders on or before the Tenth Amendment Effective Date shall have been paid. (i) a certificate The Agent shall have been reimbursed by the Loan Parties for all reasonable costs and expenses of the Secretary or Assistant Secretary of each ObligorAgents (including, dated without limitation, reasonable attorneys’ fees) in connection with the date hereofpreparation, certifying as to (A) the resolutions attached thereto and the corporate proceedings relating to the authorizationnegotiation, execution execution, and delivery of this Tenth Amendment and the performance of its obligations hereunder related documents. The Loan Parties hereby acknowledge 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 agree that the Obligor is in good standing and has legal existence in Administrative Agent may charge 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 Loan Account to the Holders; provided that the Company shall not be liable for the attorneys’ fees, pay such 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 Obligorexpenses.

Conditions to Effectiveness. The effectiveness This Forbearance 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 Forbearance 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 and each of the Credit Parties 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 Forbearance Agreement have been delivered satisfied, (ii) that no Events of Default other than the Specific 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 or Credit Parties' articles of incorporation, certificate of formation, bylaws, operating agreements or to any other organizational or governing documents of such Borrower or Credit Parties and (iv) the Holdersresolutions of each Borrower's and Credit Parties' board of directors or managers authorizing the execution, delivery and performance of this Forbearance 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 and Credit Parties contained in this Forbearance 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 Forbearance Agreement shall be reasonably satisfactory in form and substance to the Lender; and (e) Borrower shall have paid, or reimbursed the Holders forCredit Parties shall cause the Borrower to pay, 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 CaymanLender, in each case covering the matters incident immediately available funds, to the transactions contemplated hereby extent provided in Section 11(n) hereof, all fees and expenses reimbursable by Borrower and the Credit Parties 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 Forbearance Effective Date pursuant to Section 6(b) of the Loan Agreement and Guaranty Agreement for each other series of outstanding senior notes of any ObligorSection 18 hereof.

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 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. of this Agreement, Initial Loans and Letters of Credit. The effectiveness of this Amendment is expressly Agreement, the obligation of each Restructuring Lender to make or restructure its Loans on the Closing Date and to participate in the Letters of Credit outstanding on the Closing Date and of the Letter of Credit Bank to issue any Letter of Credit on the Closing Date are subject to the satisfaction or waiver by the Lenders of each of the conditions contained in Sections 6.1(b), (c) and (d) and each of the following conditionsconditions precedent: (a) the representations and warranties made receipt by the Obligors under Administrative Agent for the account of each Lender of duly executed Notes, each dated the Closing Date, complying with the provisions of Section 1 of this Amendment shall be true and correct2.4; (b) executed counterparts of this Amendment, duly executed receipt by the Obligors and Holders constituting Required Holders shall have been Administrative Agent of fully executed copies of each of the Security Documents (other than any Mortgages not required to be delivered pursuant to the HoldersSection 6.2(q)); (c) receipt by each Holder the Administrative Agent of (i) a certificate UCC-1 Financing Statements executed on behalf of the Secretary Borrower for filing in all jurisdictions in which it would be necessary or Assistant Secretary of each Obligor, dated desirable to make a filing in order to provide the date hereof, certifying as to Collateral Agent (A) the resolutions attached thereto for its benefit and the corporate proceedings relating benefit of the Secured Parties) with a perfected security interest in the Collateral and evidence of the filing of such UCC-1 Financing Statements in all jurisdictions in which it would be necessary to provide the authorization, execution and delivery of this Amendment Collateral Agent (for its benefit and the performance benefit of its obligations hereunder and (Bthe Secured Parties) with a perfected security interest in substantially all the Obligors’ organization documents currently in effect, Inventory; and (ii) (A) UCC-11 searches reflecting that no filings relating to Liens on the Collateral are of record in such jurisdictions except those permitted under 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 IslandsCredit Documents; (d) the Company New Cash Management Bank and the Borrower 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 entered into arrangements providing for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be New Cash Management Bank to assume responsibility for the firm retained to represent all holders of Notes collectively)Borrower's primary cash management operations; (e) receipt by each Holder the Administrative Agent of opinions from Xxxxxx Xxxxxx (i) a favorable signed opinion, dated the Closing Date, of Blxxxxxxx, Sanders, Matheny, Weary & XxxxxLoxxxxxx, LLPX.X., special counsel for the ObligorsBorrower, substantially in the form of Exhibit J-1, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the such additional matters incident relating to the transactions contemplated hereby as the Required Holders or their counsel Lenders may reasonably request, (ii) a favorable signed opinion, dated the Closing Date, of Wachtell, Lipton, Roxxx & Kaxx, special New York counsel for the Borrower, substantially in the form of Exhibit J-2, and covering such additional matters relating to the transactions contemplated hereby as the Lenders may reasonably request and (iii) such other favorable signed opinions of counsel as the Administrative Agent or its counsel may request; (f) receipt by the Administrative Agent of a Closing Certificate signed by an executive officer of the Borrower, substantially in the form of Exhibit K, with appropriate insertions and attachments satisfactory in form and substance to the Administrative Agent; (g) receipt by the Administrative Agent of all documents it may reasonably request relating to the existence of the Borrower and its Subsidiaries, the corporate authority for and the validity of this Agreement, the Notes and the other Credit Documents, and any other matters relevant hereto (including, without limitation, certified resolutions and incumbency certificates), all in form and substance satisfactory to the Administrative Agent; (h) there shall not have occurred since May 25, 1996, a material adverse change, or development or event involving a prospective change, which, in the reasonable judgment of the Lenders, could have a material adverse effect on (i) the assets, liabilities, properties, business, operations or condition, financial or otherwise, or prospects of the Borrower and its Subsidiaries, taken as a whole, (ii) the ability of the Borrower and its Subsidiaries to perform their obligations under the Credit Documents, or (iii) the rights and remedies of the Collateral Agent, the Administrative Agent, the Letter of Credit Bank or the Lenders under the Credit Documents, and none of the Administrative Agent, the Collateral Agent, the Letter of Credit Bank or any Lender shall have become aware of any theretofore previously undisclosed materially adverse information with respect to the matters described in subclause (i), (ii) or (iii) of this clause (h); (i) all transactions contemplated hereby shall be in compliance with and permitted by all applicable laws and regulations of the United States and all laws and regulations of each state (including, without limitation, environmental laws) except where such noncompliance or prohibition could not reasonably be expected to have a Materially Adverse Effect; (j) there shall be no actions, suits or proceedings by any Governmental Authority or other Person or investigation by any Governmental Authority or other Person pending or known by the Borrower to be threatened with respect to the Borrower or any of its Subsidiaries or (relating to the transactions contemplated hereunder) the Administrative Agent, the Collateral Agent, the Co-Agents, the Letter of Credit Bank or any Lender, which could reasonably be expected to have a Materially Adverse Effect; there shall be no judgment, order, injunction or other restraint prohibiting any of the transactions contemplated by any of the Credit Documents; (k) receipt by the Administrative Agent of evidence satisfactory to the Administrative Agent that all fees payable to the Administrative Agent, the Collateral Agent, the Letter of Credit Bank and the Lenders shall have been paid in full on or prior to the Closing Date, including without limitation the Amendment Fee, the Swingline Facility Fee, the fees required to be paid pursuant to Section 3.1(d) and the Fee Letter and the accrued and unpaid reasonable fees and expenses of the Administrative Agent and the Lenders (including, without limitation, the fees and disbursements of Zaxxxx, Rodin & Goxxxxx XLP ("ZR&G"), special counsel to the Administrative Agent and the Collateral Agent, and Ernst & Young LLP, financial advisors to ZR&G, Emxxx, Xxxxxx & Maxxxx LLP, special real estate counsel to the Administrative Agent and the Collateral Agent and any special local real estate or patent and trademark counsel to the Administrative Agent and the Collateral Agent); (l) receipt by the Administrative Agent and the Collateral Agent of this Agreement duly executed and delivered by the Co-Agents, the Letter of Credit Bank, all of the Lenders and the Borrower; (m) receipt by the Administrative Agent of all necessary consents and waivers of third parties, if any, each in form and substance satisfactory to the Administrative Agent; (n) to the extent available, receipt by the Administrative Agent and the Collateral Agent of original certificates of insurance and loss payee and additional insured insurance endorsements, in form and substance satisfactory to the Administrative Agent and the Collateral Agent, with respect to the insurance coverage required pursuant to Section 8.3 and described on Schedule IV (it being understood that any documentation remaining to be delivered hereunder shall be delivered in accordance with Section 8.32); (o) to the extent available and not previously provided, receipt by the Administrative Agent of the original certificates of title for vehicles pledged to the Collateral Agent (it being understood that any documentation remaining to be delivered hereunder shall be delivered in accordance with Section 8.32); (p) receipt by the Administrative Agent of such other documents and agreements as may be reasonably requested by the Administrative Agent, the Collateral Agent, the Lenders or ZR&G in connection with the financing contemplated hereunder; and (fq) The Obligors shall have provided to the Holders extent available, receipt by the Administrative Agent of executed Mortgages with respect to each Available Property listed on Schedule III, together with the Title Policies and Surveys for each such Mortgage and the payment of all fees relating thereto and evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment of the Note filing of Mortgages with respect to each Available Property listed on Schedule III in the appropriate filing or recording offices and Guaranty Agreement for each other series the payment of outstanding senior notes of any Obligorall taxes and recording fees relating thereto.

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 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 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 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. 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 This Amendment is expressly subject to shall become effective upon the Purchasers’ reasonable satisfaction that the following conditionsconditions precedent 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 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 by the Loan Parties, the Collateral Agent and the performance of its obligations hereunder and Purchasers party hereto; (Bb) The Collateral Agent shall have received a written acknowledgement by NH Expansion Credit Fund Holdings LP (“MS”), acknowledging (i) the Obligors’ organization documents currently assumption by the Collateral Agent of all of Assignor’s (as defined in effectthe Pledge Agreement) rights with respect to the Sprout Pledged Debt in a manner consistent with Section 3 thereof, and (ii) that such Person shall treat the Collateral Agent as having all rights under Section 3 of the Pledge Agreement until such time as Collateral Agent has confirmed receipt of the Second Amendment Obligation due and payable on July 31, 2023 (Aas may be extended). (c) Until the indefeasible payment in full in Cash of all of the Obligations (excluding contingent indemnification obligations for which no claims have been made), the Company shall cause Sprout to give the Collateral Agent notice of (in the case same manner notice is given to directors, managers, governors or individuals acting in similar capacities), and permit one representative of Collateral Agent (the “Board Observer”) to attend as an observer (but with no voting rights), each meeting (whether telephonic or in-person) of Sprout’s board of directors, any subsidiary boards and all committees thereof, and meetings of the Obligors holders of their Capital Stock (other than Oaktree Caymanroutine calls with such holders), and shall provide the Board Observer with copies of all materials given to members of such board or committee thereof in connection with each such meeting as and when distributed to the members. Notwithstanding the foregoing, neither Collateral Agent nor any Purchaser nor such Board Observer shall have the right to receive any information that would jeopardize or otherwise impair Sprout’s or any of their Affiliates’ attorney-client privilege, as determined in Sprout’s reasonable discretion upon advice of counsel. As a recent “good standing certificate” condition to attending any meetings or receiving any information described herein, Board Observer shall have entered into a confidentiality agreement on terms satisfactory to the Company and Sprout. The necessary and reasonable documented travel expenses incurred by the Board Observer in attending any board or committee meeting held in-person shall be promptly reimbursed by Xxxxxx. Sprout will cause its board of directors to meet telephonically or in- person not less often than quarterly. Board Observer may elect to attend each meeting in-person (if such meeting is being held in-person) or telephonically. Subject to the conditions set forth herein, Collateral Agent may change the individual identified as its Board Observer from time to time at its sole discretion. The Collateral Agent’s Board Observer rights shall automatically terminate upon the Secretary indefeasible payment in full in Cash of State all of the State of Delaware Obligations (excluding contingent indemnification obligations for which certificate shall indicate no claims have been made). Sprout acknowledges and agrees that the Obligor is Board Observer shall not owe any fiduciary or other duties to the Sprout or equityholders of Sprout or any Subsidiary or otherwise have any managerial or other duties or liabilities to such Persons, its Affiliates or their equityholders while participating as an observer. The Loan Parties and Sprout shall jointly and severally indemnify and hold harmless the Collateral Agent from and against all losses related to, caused by, resulting or arising from or in good standing connection with the exercise of the rights granted by this Section 6(c); provided, that the Collateral Agent shall not be indemnified by any Loan Party or any of its Subsidiaries for any expenses, liabilities or losses to the extent that a court of competent jurisdiction has finally determined that such are attributable to the Collateral Agent’s (i) bad faith, gross negligence, willful malfeasance or fraud or (ii) knowing and has legal existence in the State material violation 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;law. (d) the Company Purchasers shall have paid, or reimbursed received a cumulative prepayment from the Holders for, Company of $1,000,000 towards the reasonable fees, charges and disbursements principal amount of special counsel the outstanding Notes owed to the Holders; provided that Purchasers pursuant to Section 3.2(d)(ii) of the Company shall not be liable for Note Purchase Agreement as of the attorneys’ fees, costs and disbursements of more than one firm of special counsel date hereof (which firm shall be the firm retained to represent all holders of Notes collectively“Partial Prepayment”); (e) receipt the Purchasers shall have received payment of reasonable documented out-of- pocket fees, expenses and disbursements (including the legal fees and expenses of K&L Gates LLP)1 required to be reimbursed or paid by each Holder the Company hereunder, under Section 2.2(a) of opinions from Xxxxxx Xxxxxx & Xxxxxthe Note Purchase Agreement or under any other Note Document; (f) the Purchasers shall have received such documentation as any Purchaser shall reasonably request, LLP, special counsel for the Obligors, all in form and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident substance satisfactory to the transactions contemplated hereby as Purchasers, including, without limitation, written consents and secretary’s certificates with respect to the Required Holders or their counsel may reasonably requestLoan Parties (with customary attachments); and (fg) The Obligors all certifications, representations and warranties set forth in Section 4 above 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 be true and Guaranty Agreement for each other series of outstanding senior notes of any Obligorcorrect and complete.

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 EDGAX Xxxabase 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 Jamex X. Xxxxxx, Xxsociate General Counsel of FirstEnergy Service Company, counsel for the Borrowers; (iv) an opinion of Jonex Xxx, 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 be effective upon satisfaction of this Amendment is expressly subject to each of the following conditions: (a) The Administrative Agent’s receipt of the representations and warranties made by the Obligors under Section 1 following, each of this Amendment which shall be true originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated as of the date hereof (or, in the case of certificates of governmental officials, a recent date before the date hereof) and correct;each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (bi) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) executed counterparts of Supplement 31 to the Indenture; (iii) executed counterparts of the Secured Note with the Trustee’s authentication certificate; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the 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 this Amendment and the other Loan Documents or Collateral Documents; (v) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly executed organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in Arizona, Colorado, Kansas, Nebraska, New Mexico and Wyoming and any other jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vi) favorable opinions of (A) Xxxxxx & Xxxxxxx LLP, counsel to the Borrower and (B) Xxxxxxx X. Xxxx, Senior Vice President and General Counsel of the Borrower, each addressed to the Administrative Agent and each Lender as to such matters concerning the Borrower and this Amendment, the Loan Documents and the Collateral Documents as the Required Lenders may reasonably request; (vii) a certificate signed by a Responsible Officer of the Obligors Borrower certifying (A) that there has been no event or circumstance since the date of the most recent audited financial statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (B) that on and Holders constituting as of the date hereof the Borrower and its Subsidiaries, on a consolidated basis after giving effect to this Amendment, are Solvent, and (C) the current Debt Ratings; (viii) completion of due diligence with respect to environmental matters of the Borrower and its Subsidiaries reasonably satisfactory to the Arrangers and the Administrative Agent; (ix) completion of due diligence with respect to insurance matters of the Borrower and its Subsidiaries reasonably satisfactory to the Arrangers and the Administrative Agent; (x) completion of due diligence with respect to flood matters of the Borrower and its Subsidiaries reasonably satisfactory to the Arrangers and the Administrative Agent; and (xi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender or the Required Holders Lenders reasonably may require. (b) Any fees required to be paid on or before the date hereof, including, without limitation, any fees set forth in any related fee and mandate letters, shall have been delivered to the Holders;paid. (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 Unless waived by the Registrar of Exempted Limited Partnerships in Administrative Agent, the Cayman Islands; (d) the Company Borrower shall have paid, or reimbursed the Holders for, the reasonable paid all fees, charges and disbursements of special counsel to the Holders; Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the date hereof, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that the Company such estimate shall not be liable for thereafter preclude a final settling of accounts between the attorneys’ fees, costs Borrower and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent all holders of Notes collectivelyAdministrative Agent);. (ed) receipt by each Holder of opinions The Administrative Agent has received (i) from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for the Obligors, Borrower an Internal Revenue Service Form W-9 and Walkers (Caymanii) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident to the transactions contemplated hereby as extent not previously delivered, from each Lender the Required Holders or their counsel may reasonably request; and (fapplicable form for such Lender described in Section 3.01(e)(ii) 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.Credit Agreement

Conditions to Effectiveness. The effectiveness of this Amendment is expressly subject to the following conditionsconditions precedent (unless specifically waived in writing by the Purchasers), each to be in form and substance satisfactory to the Purchasers; the execution of this Amendment by the Purchasers shall constitute the Purchasers' acknowledgment that such conditions (other than the conditions set forth below in subsections (d) and (f) of this Section 4) have been satisfied or waived: (a) the representations and warranties made by the Obligors under Section 1 Purchasers shall have received a fully executed copy of this Amendment shall be true signed by the Company and correctHoldings, and such other documents and instruments as the Purchasers may require; (b) the Purchasers shall have received a fully executed counterparts copy of this Amendmenta consent, duly executed waiver and amendment to the Credit Agreement (the "Credit Agreement") dated as of February 11, 2002 by and among the Company, Madison, as Agent, The Royal Bank of Scotland PLC, New York Branch, as Documentation Agent and the financial institutions (the "Lenders") from time to time party to the Credit Agreement, signed by the Obligors Company and Holders constituting Required Holders shall have been delivered the Lenders pursuant to which the HoldersLenders waive all defaults existing under the Credit Agreement which arise out of the consummation of the Kiddie World Acquisition; (c) receipt by each Holder the Purchasers shall have received executed copies of (i) a certificate of the Secretary or Assistant Secretary of each Obligorall material documents, dated the date hereof, certifying as to (A) the resolutions attached thereto agreements and the corporate proceedings relating instruments pertaining 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 IslandsKiddie World Acquisition; (d) the Purchasers shall have received, for the pro rata benefit of the Purchasers, an amendment fee equal to $25,000, which shall be fully earned and nonrefundable when paid and the Company shall have paid, or reimbursed the Holders for, Purchasers for the reasonable fees, charges legal fees and disbursements of Cahill Gordon & Reindel, 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)Purchasers; (ex) 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, Xxx xxocexxxxxx taken in each case covering the matters incident to connection with the transactions contemplated hereby as by this Amendment and all documents, instruments and other legal matters incident thereto shall be satisfactory to the Required Holders or Purchasers and their counsel may reasonably requestrespective legal counsel; and (f) The Obligors No Default or Event of Default other than the Existing Defaults 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 This Amendment shall be deemed to be effective as of this Amendment is expressly subject the date first written above (the "Effective Date") upon the Agent's receipt of the following, each in form and substance satisfactory to the following conditionsAgent: (a) the representations and warranties made facsimile copies of original counterparts (to be followed promptly by the Obligors under Section 1 of this Amendment shall be true and correct; (boriginal counterparts) executed or original counterparts of this Amendment, duly executed by each of the Obligors Borrower, the Guarantor, the Subsidiary Guarantor, the Agent and Holders constituting Required Holders shall have been delivered to the HoldersBanks; (b) a duly executed promissory note in the form of EXHIBIT B hereto, issued in favor of each Bank in the respective original principal amounts set forth on SCHEDULE 1 hereto; (c) receipt by each Holder of (i) a duly executed Secretary's certificate of the Secretary or Assistant Secretary of each Obligorof the Borrower, dated the date hereofGuarantor and the Subsidiary Guarantor certifying (and where applicable, certifying as to (Aattaching copies of) the resolutions attached thereto Borrower's, the Guarantor's and the corporate proceedings relating to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder and Subsidiary Guarantor's (Bi) the Obligors’ organization documents currently in effect, and charter document; (ii) by-laws; (Aiii) in resolutions of its Board of Directors authorizing the transactions contemplated hereby; and (iv) the incumbency of officers entitled to sign this Amendment on behalf of the Borrower, the Guarantor and the Subsidiary Guarantor, as 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 Islandsmay be; (d) the Company shall have paidlegal opinion of Xxxxxx & Xxxxxxx, or reimbursed the Holders for, the reasonable fees, charges and disbursements of special counsel to the Holders; provided that Borrower, the Company shall not be liable for Guarantor and 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)Subsidiary Guarantor; (e) receipt by such corporate good standing certificates of each Holder of opinions from Xxxxxx Xxxxxx & Xxxxxthe Borrower, LLPthe Guarantor and the Subsidiary Guarantor as the Agent may require; (f) payment in cash to the Agent, special counsel for the ObligorsPRO RATA accounts of the Banks, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, of an amendment fee in each case covering the matters incident to the transactions contemplated hereby as the Required Holders or their counsel may reasonably requestamount of $60,000; and (fg) The Obligors shall have provided to such other documents, agreements and items 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 ObligorAgent may require.

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 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 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 Sections 1(c) and 2(b) of this Amendment is expressly subject to shall become effective as of the date on which each of the following conditions:conditions has been satisfied (the “Initial Effective Date”): (a) the representations and warranties made by the Obligors under Section 1 of this Amendment Borrowers shall be true and correct; (b) executed counterparts of have delivered to Agent this Amendment, duly executed by the Obligors and Holders constituting Required Holders an authorized officer of each Borrower; (b) Borrowers shall have been delivered to the HoldersRevolving Loan Availability of at at least $760,755.39; (c) receipt by each Holder if there have been any changes to the certificates of (i) a certificate secretary or assistant secretary of any Borrower most recently delivered to the Secretary Agent, the secretary or Assistant Secretary assistant secretary of each Obligor, dated Borrower shall have delivered to Agent a duly executed secretary’s certificate and incumbency certificate identifying the date hereof, certifying as current officers of such Borrower who are duly authorized by such Borrower’s board of directors to (A) the resolutions attached thereto execute and the corporate proceedings relating to the authorization, execution and delivery of deliver 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 Islandsany related documents; (d) all representations and warranties of Borrowers contained herein shall be true and correct in all material respects as of the Company Initial Effective Date, except to the extent that such representation or warranty relates to a specific date, in which case such representation and warranty was true as of such earlier date, and such parties delivery of their respective signatures hereto shall be deemed to be its certification thereof; and (e) Agent shall have paid, or reimbursed received from Borrowers all of 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 expenses owing pursuant to this Amendment as set forth in Section 5 above unless Agent elects to deduct such fees, costs and expenses from the Revolving Loan proceeds in accordance with Section 5 above. Once the conditions to satisfy Sections 1(c) and 2(b) have been satisfied, all other Sections except for Sections 1(c) and 2(b) of more than one firm this Amendment shall become effective as of special counsel the date on which each of the following conditions has been satisfied (the “Effective Date”): (a) Borrowers shall have delivered to Agent final, execution copies of the Silverpoint Amendment and Restatement, along with all exhibits, attachments, schedules and related documents thereto, each of which firm shall be the firm retained in form and substance acceptable 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, Agent 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 Obligorits reasonable discretion.

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; (b) executed counterparts of have received this Amendment, duly executed by the Obligors and Holders constituting Required Holders each Borrower; (b) Lender shall have been delivered to received the HoldersEquipment Note in the form of EXHIBIT B attached hereto, duly executed by each Borrower; (c) receipt Lender shall have received the Supplement No. 2 to First Preferred Fleet Mortgage in the form of EXHIBIT V attached hereto, duly executed by each Holder of Cal Dive; (id) a company general certificate of certified by the Secretary or Assistant Secretary of each Obligor, dated the date hereof, certifying as to Cal Dive acknowledging (A) that Cal Dive's Board of Directors 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 Cal Dive of this Amendment and the performance of its obligations hereunder all other documents, agreements and promissory notes contemplated herein, and (B) the Obligors’ organization documents currently in effectnames of the officers of the Cal Dive authorized to sign this Amendment and all other documents, agreements and promissory notes contemplated herein (iiincluding the certificates contemplated herein) together with specimen signatures of such officers, (e) a company general certificate certified by the Secretary or Assistant Secretary of ERT acknowledging (A) in that ERT's Board of Directors has adopted, approved, consented to and ratified resolutions which authorize the case execution, delivery and performance by the Borrower of the Obligors this Amendment and all 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 agreements and has legal existence in the State of Delaware) promissory notes contemplated herein, and (B) in the case names of Oaktree Caymanthe officers of ERT authorized to sign this Amendment and all other documents, a certificate agreements and promissory notes contemplated herein (including the certificates contemplated herein) together with specimen signatures 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; andsuch officers, (f) The Obligors representations and warranties contained herein and in the Loan Agreement and the other Loan Documents shall be true and correct as of the date hereof, as if made on the date hereof; FIFTH AMENDMENT -Page 13 April 29, 1997 (g) No Default or Event of Default shall have provided occurred and be continuing, unless such Default or Event of Default has been specifically waived in writing by Lender; and (h) 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 Lender and Guaranty Agreement for each other series of outstanding senior notes of any Obligorits legal counsel.

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 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 each Borrower approving this Amendment and the Amended Agreement and (B) all documents evidencing any other necessary corporate action with respect to this Amendment and the Amended Agreement; (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 such 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 such Borrower, in each case as in effect on such date, and (C) that true and correct copies of all governmental and regulatory authorizations and approvals (including such Borrower’s Approval) required for the authorizationdue execution, execution delivery and delivery performance by such Borrower of this Amendment and the performance Amended Agreement have previously been delivered to the Administrative Agent and remain in full force and effect on such date; and (iv) a certificate of its obligations hereunder 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 and (B) all representations and warranties of such Borrower contained in the Obligors’ organization documents currently Amended Agreement and each other Loan Document to which such Borrower is a party are true and correct in effectall material respects (or, and (ii) (A) 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 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 in which case such representation and warranty shall be true and correct as of such specific date). (c) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “good standing certificateknow your customer” from and anti-money laundering rules and regulations, including, without limitation, the Secretary of State of Patriot Act and the State of Delaware (which certificate shall indicate that Beneficial Ownership Regulation, to the Obligor extent such documentation or information 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 requested by the Registrar Administrative Agent on behalf 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 any Lender 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 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 ObligorAmendment Effective Date.

Conditions to Effectiveness. The effectiveness This Agreement shall become effective only upon the satisfaction of this Amendment is expressly subject to all of the following conditions:conditions precedent (the date of satisfaction of such conditions being referred to herein as the “Effective Date”): (a) On or prior to March 26, 2012: (i) Bank, Partners for Growth III, L.P. (“PFG”), Grace Bay Holding II, LLC (“Grace Bay”) and Peak Holding Corp., as Note Agent, shall have entered into that certain Amended and Restated Subordination Agreement (the representations “Amended and warranties made Restated Subordination Agreement”), in form and substance satisfactory to Bank in all respects; (ii) Borrowers, Peak Holding Corp. and Peak Merger Corp. shall have entered into the Merger Agreement, which shall be in form and substance satisfactory to Bank in all respects; (iii) Borrowers, the purchasers listed on Annex A thereto and Peak Holding Corp., in its capacity as agent for itself and such purchasers, shall have entered into the HIG NPA, which shall be in form and substance satisfactory to Bank in all respects; (iv) Grace Bay shall have entered into a Forbearance Agreement, in form and substance satisfactory to Bank in all respects (“Grace Bay Forbearance Agreement”); (v) Peak Holding Corp. shall have entered into a Forbearance Agreement, in form and substance satisfactory to Bank in all respects (“Peak Forbearance Agreement”); (vi) Borrowers shall have paid in full the outstanding principal amount of all Advances and Term Loan Advances and all accrued and unpaid interest and fees with respect thereto, the Borrowers hereby authorize the Bank to apply the funds in any deposit accounts maintained by the Obligors Borrowers with the Bank for such amounts; (vii) Borrowers shall have deposited into a Cash Collateral Account the sum of $9,000,000 to secure the Obligations with respect to the APS Letter of Credit and, in connection therewith, the Borrowers shall have executed and delivered a Cash Pledge Agreement to the Bank; (viii) Borrowers shall have delivered to Bank a duly executed copy of a Pledge Agreement with respect to equity interests of Enerwise and CPM owned by Comverge, together with the original stock certificates evidencing the same and stock powers executed in blank; (ix) Borrowers shall have delivered to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date). (x) Borrowers shall have paid to Bank a forbearance fee equal to $150,000, which fee shall be fully earned when paid and which shall not be refunded in whole or in part under Section 1 any circumstance; (xi) Borrowers shall have paid in full the fees and expenses of Virtual Law Partners and Xxxxxx, Xxxx & Xxxxxxx LLP, counsel to Bank, incurred in connection with and through the date of this Amendment Agreement; and (xii) Borrowers shall be true and correct;have delivered to Bank a duly executed copy of this Agreement. (b) Bank shall have executed counterparts and delivered to Bank a copy 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 ObligorAgreement.

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 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. 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. 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 This Amendment shall be effective only upon the satisfaction of this Amendment is expressly subject to the following conditions: (aA) the Borrower shall have consummated an initial public offering of its common Capital Stock on terms and conditions reasonably acceptable to the Administrative Agent, and as a result thereof shall have received cash proceeds, net of cash underwriting fees and cash payments to holders of the Borrower's Series A and Series B convertible preferred stock in connection with the conversion of these shares to common stock, in a minimum amount of $50,000,000; (B) the Borrower, the Administrative Agent, the Issuing Bank and Requisite Lenders shall have executed and delivered a counterpart of this Amendment; (C) the Subsidiary Guarantors shall have executed and delivered the Consent of Subsidiary Guarantors appended to this Amendment (the "Guarantor Consent"); (D) each of the representations and warranties made by of the Obligors under Borrower contained in Section 1 of this Amendment 10 shall be true and correctcorrect as of the date as of which all of the other conditions contained in this Section 9 shall have been satisfied; (bE) executed counterparts in consideration of the agreements of the Lenders contained herein, the Borrower shall have paid to the Administrative Agent, for distribution to each Lender, such fees as shall have been agreed to by the Borrower, the Administrative Agent and the Lenders: (F) the Administrative Agent shall have received legal opinions of Waller Lansden Dortch & Davis PLLC, counsel to the Borrowex xxx ixx Xxxxxxxxxxxs, xxxxxding customary matters (including the enforceability 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 Guarantor Consent and the corporate proceedings relating to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder and Credit Agreement (B) the Obligors’ organization documents currently in effectas modified hereby), 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, no conflict with law 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 collectivelymaterial agreements); (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 (fG) 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 reasonably may have requested.

Conditions to Effectiveness. 5.1 The effectiveness amendments and modifications to the Notes and the Note Agreement set forth in Section 1 of this Consent and Amendment is expressly subject to shall not become effective until each and every one of the following conditionsconditions has been satisfied: (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 Consent and Amendment, duly executed by the Obligors Company, each Remaining Subsidiary Guarantor and Holders constituting Required Holders the holders of 100% of the outstanding principal amount of the Notes, shall have been delivered to the HoldersHolders or to their special counsel on their behalf; (b) the Company shall have delivered to each Holder, in exchange for each Note held by such Holder, a new Note, substantially in the form of Exhibit 1 to the Note Agreement but reflecting the changes in the regular interest rate and Default Rate applicable to the Notes set forth in Section 1.1 hereof; (c) receipt by each Holder of (i) the Holders shall have received a certificate copy of the resolutions of the Board of Directors of the Company and each Remaining Subsidiary Guarantor duly authorizing the execution, delivery and performance by the Company and such Remaining Subsidiary Guarantor of this Consent and Amendment, certified by its Secretary or an 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 IslandsSecretary; (d) the Company shall have paid, delivered to each Holder a copy of a term sheet or reimbursed term sheets from financial institutions providing for the Holders for, revolving credit facility referred to in Section 1.3 above; (e) the Company shall have paid the reasonable feesfees and expenses of Day, charges and disbursements of Xxxxx & Xxxxxx 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 connection with the matters incident to the transactions contemplated hereby as the Required Holders or their counsel may reasonably requestnegotiation, preparation and delivery of this Consent and Amendment; and (f) The Obligors the Company shall have provided paid to each Holder the Holders evidence that the Company has entered into (or is concurrently entering intoprepayment contemplated by Section 8.1(b) a substantially identical (in relation to terms) amendment of the Note Agreement, as set forth in Section 1.2 hereof, and Guaranty Agreement for an amendment fee equal to 0.10% of the aggregate outstanding principal amount of the Notes held by such Holder (as such principal amount shall have been reduced by such prepayment). 5.2 The Consent set forth in Section 3 of this Consent and Amendment shall not be effective until each other series of outstanding senior notes the conditions set forth in Section 5.1 hereof has been satisfied and, in addition, the Company shall have made (or shall make concurrently with such effectiveness) the prepayment of any Obligorthe Notes contemplated by Section 8.1(b) of the Note Agreement, as set forth in Section 1.2 hereof.

Conditions to Effectiveness. The effectiveness Section 7.01. This Third Supplemental Indenture shall become effective upon the date and time (the "Effective Time") that is the later of (a) the date of its execution and delivery of this Amendment is expressly subject Third Supplemental Indenture by each of the Issuer, the Owner, the New Owner, the Standby Purchaser, the Lessee and the Trustee and (b) the date that all of the following conditions (with each document referenced being in form and substance satisfactory to the following conditionsTrustee) have been completed: (a) each of the representations New Owner Transaction Documents have been executed and warranties made delivered by the Obligors under Section 1 of this Amendment shall be true and correctall parties thereto; (b) executed counterparts of this Amendment, duly executed by the Obligors representations and Holders constituting Required Holders shall have been delivered to warranties set out in the HoldersAssignment and Assumption Agreement are true and correct in all material respects; (c) receipt by each Holder of (i) a certificate of the Secretary or Assistant Secretary of each ObligorRBF Parties, dated the date hereofNew Owner, certifying as to (A) the resolutions attached thereto Lessee and the corporate proceedings relating Standby Purchaser shall have performed and complied with and shall continue to the authorization, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently be in effect, and (ii) (A) in the case compliance with all of the Obligors other than Oaktree Cayman, Project Documents to which each is 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 Islandsparty ; (d) all necessary or appropriate financing statements and other filing and recording documents necessary to properly perfect the Company liens and security interests evidenced by the Indenture and each of the New Owner Transaction Documents which grants a lien, security interest or assignment in favor of the Trustee shall have paidbeen executed and delivered to the Trustee; (e) opinions of counsel from each of Ropes & Gray, Gardere Wynne Sewell & Riggs, L.L.P., General Counsex xf R&B Faxxxx Xxxxxxation axx xts subsidiaries, Watson Farley & Williams, Norton Rose, Jackson Walker, LLP, Xxxxxx & Xxxder Xxxxxx, Xxxxx Xxxlaxxxxx XXX xxx Benedetti & Xxxxxxtti shall have xxxx xxxxxxxxx to the Xxxx Xxxderx xxx xhe Trustee; (f) a letter shall have been received by the Trustee from Standard and Poor's Rating Services, a division of The McGraw Hill Companies, Inc., confirming the rating of the Class A1 Notes as AA or reimbursed better, and a letter shall have been issued by the Holders for, Trustee from Duff & Phelps Credit Rating Co. confirming the rating of the Class X0 Xxxes as AA or better and the rating of the Class A2 Notes as BBB+ or better; (g) appropriate UCC searches shall have been received by the Trustee establishing that the security interest granted pursuant to Article III of this Third Supplemental Indenture is first priority; (h) a certificate or certificates shall have been received by the Trustee from appropriate insurance brokers reflecting that all insurance remains in full force and effect after giving effect to this Third Supplemental Indenture and the other New Owner Transaction Documents; and (i) the Issuer shall have paid the reasonable fees, charges and disbursements of special counsel to each of the Class A1 Note Holders, the Class A2 Note Holders, Credit Support Parties, the Trustee, the Proceeds Account Bank and of special United Kingdom Counsel to all of the Class A1 Note Holders, the Class A2 Note Holders and Credit Support Parties; provided that the Company shall not be liable for the attorneys’ fees, costs and disbursements such fees are reflected in a statement of more than one firm of special each such 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 rendered to the transactions contemplated hereby as the Required Holders or their counsel may reasonably request; and (f) The Obligors shall have provided Issuer at least one Business Day 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 This Amendment is expressly subject to shall become effective on the date when the following conditionsconditions precedent have been satisfied: (a) The Borrower, each Guarantor and the representations and warranties made by the Obligors under Section 1 Bank shall have delivered an executed counterpart of this Amendment shall be true and correct;Amendment. (b) executed counterparts The Bank shall have received each of this Amendmentthe following documents, each duly executed by the Obligors parties thereto and Holders constituting Required Holders shall have been delivered in full force and effect: (i) a Line of Credit Note; (ii) a Term Note; and (iii) a duly executed amendment to the Holders;Mortgage delivered on the Closing Date signed by the record owner of the Real Property Collateral, together with customary Mortgage Related Documents relating thereto, in each case in form and substance reasonably acceptable to the Bank and (ii) either mortgage modification endorsements to, or date down endorsements to (or re-dated title insurance policies which replace), the existing title insurance policy issued on the Closing Date, in any case issued by a nationally recognized title insurance company reasonably acceptable to the Bank, insuring the Lien of the Mortgage, as amended by such amendment, as a valid first priority Lien on the Real Property Collateral described therein, free of any other Liens except as permitted by the Loan Documents. (c) receipt by The Borrower and each Holder Guarantor shall have delivered to the Bank copies of the following documents, duly certified, or the following certificates, as applicable: (i) With respect to each such Person, resolutions of the Board of Directors of such Person (A) with respect to the Borrower, authorizing the incurrence of the Incremental Term Loan and other changes to the Credit Agreement contemplated hereby, (B) with respect to each Guarantor, confirming and ratifying the continued validity and enforceability of the Guaranty previously executed by such Guarantor for the benefit of the Bank, and (C) all other actions to be taken by such Person in connection with this Amendment; and (ii) With respect to each such Person, a certificate of certificate, signed by the Secretary or Assistant Secretary of each Obligorsuch Person, dated as of the date hereofFourth Amendment Effective Date, certifying as to the (A) incumbency, and containing the resolutions attached thereto specimen signature or signatures, of the Person or Persons authorized to execute documents and instruments on behalf of such Person, together with evidence of the corporate proceedings relating to the authorizationincumbency of such Secretary or Assistant Secretary, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) authenticity and completeness of the Obligors’ organization certificate of incorporation and by-laws of such Person or, if any such governing document of such Person has not been amended, restated, supplemented, or otherwise modified since the Closing Date, the absence of any amendments, restatements, supplements, or modifications to such governing documents currently in effect, of such Person and (iiC) (A) the resolutions described 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 preceding clause (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;i). (d) the Company No Event of Default or Default shall have paid, occurred and be continuing or reimbursed the Holders for, the reasonable fees, charges and disbursements of special counsel would result after giving effect 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);transactions contemplated hereby. (e) receipt by each Holder The representations and warranties set forth in Section 6 hereof shall be true and correct on the effective date 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; andthis Amendment. (f) The Obligors No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have provided been issued and remain in force by any Governmental Authority against the Borrower, any Guarantor or the Bank. (g) The Borrower shall have paid all reasonable out-of-pocket costs and expenses of the Bank, to the Holders evidence that extent invoices therefor have been presented. (h) All other documents and legal matters in connection with the Company has entered into (transactions contemplated by this Amendment shall have been delivered or is concurrently entering into) a substantially identical (executed or recorded and shall be in relation form and substance satisfactory to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any ObligorBank.

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 Lessee and Holders constituting Construction Agent, the Lessor, the Owner Trustee, the Trust Company, the Administrative Agent, the Syndication Agent and 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 for the Secretary or Assistant Secretary of each ObligorLessee, 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 Lessee 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 paidan opinion of counsel for Kroger, or reimbursed the Holders for, the reasonable fees, charges and disbursements of special counsel 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 the Lease Amendment and the Credit 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 Participation Agreement and the other 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 This Agreement will become effective as --------------------------- of this Amendment is expressly subject to the date hereof upon the satisfaction of the following conditionsconditions precedent: (a) the representations and warranties made by the Obligors under Section 1 Agent shall have received fully-executed original counterparts of this Amendment shall be true and correctAgreement signed by each of the parties hereto; (b) executed counterparts of this Amendment, duly executed by the Obligors and Holders constituting Required Holders Agent shall have been delivered received fully-executed original amended and restated Revolving Credit Notes, payable to each Bank in the Holdersamount of such Bank's Commitment; (c) receipt the Agent shall have received fully-executed original Security Agreements, Perfection Certificates and Trademark Agreements from each of the Borrower and the Subsidiary Guarantor, together with UCC-1 financing statements which the Agent may request in order to perfect the Bank's security interest in all the assets of each of the Borrower and the Subsidiary Guarantor; (d) the Agent shall have received fully-executed original counterparts of the Stock Pledge Agreement signed by each Holder of the Borrower and the Bank, together with the stock certificates representing the Borrower's ownership interest in the Subsidiary Guarantor, and stock power, duly executed in blank; (e) all proceedings and documents in connection with the Transactions shall be reasonably satisfactory in form and substance to the Agent and the Agent shall have received (i) a certificate of an officer of the Secretary or Assistant Secretary of each ObligorNew Borrower, dated the date hereof, certifying as to (A) the resolutions attached thereto and Charter Documents of the corporate proceedings relating to the authorizationNew Borrower, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effectresolutions of the board of directors of the New Borrower with respect to the Transactions and each of the transactions contemplated hereby, and (C) the names, titles, incumbency and signatures of the officers of the New Borrower who are authorized to execute and deliver this Agreement and the other Loan Documents and (ii) such other documents, instruments and certificates as the Agent shall have reasonably requested; (f) all proceedings and documents in connection with the Transactions shall be reasonably satisfactory in form and substance to the Agent and the Agent shall have received (i) a certificate of an officer of the Subsidiary Guarantor, as to (A) in the case Charter Documents of the Obligors other than Oaktree Caymaneach such Subsidiary, 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 resolutions of Oaktree Caymanthe board of directors of each such Subsidiary with respect to each of the transactions contemplated hereby, and (C) the names, titles, incumbency and signatures of the officers of each such Subsidiary who are authorized to execute and deliver the Security Agreement, the Trademark Agreement, the Perfection Certificate, the financing statements and the other Loan Documents to which the Subsidiary Guarantor is a certificate of good standing issued by party and (ii) such other documents, instruments and certificates as the Registrar of Exempted Limited Partnerships in the Cayman IslandsAgent shall have reasonably requested; (dg) the Company Agent shall be satisfied that (i) the Transactions shall have paidbeen consummated without adversely affecting or impairing the rights of the Agent or any of the Banks under the Loan Documents, or reimbursed (ii) the Holders forrepresentations and warranties of the New Borrower contained in (S)8 of this Agreement shall be true and correct on the date hereof, (iii) the reasonable fees, charges legal rights and disbursements obligations of special counsel the parties to the HoldersLoan Documents shall continue in full force and effect; provided that and (iv) the Company Agent shall not be liable for have a first priority perfected security interest in all the attorneys’ fees, costs assets of the Borrower and disbursements of more than one firm of special counsel (which firm shall be the firm retained Subsidiary Guarantor subject 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 requestPermitted Liens; and (fh) The Obligors the Agent shall have provided received a legal opinion addressed to the Holders evidence that Agent from Xxxxxx & Dodge, legal counsel to the Company has entered into (or is concurrently entering into) a substantially identical (Borrower and the Subsidiary Guarantor, such legal opinion to be in relation form and substance satisfactory 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 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 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 Amended and Restated 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 Amended and Restated 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. (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 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 contemplated hereby 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 Amended and Restated Receivables Purchase Agreement, the Lock-Box Agreements 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 2007. (q) A copy of IRS Form W-9 duly completed by the Transferor. (r) 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 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 This Amendment is expressly subject to shall become effective on the date (the “Amendment Effective Date”) on which the following conditionsconditions have been satisfied: (a) each of the representations signatories to this document shall have delivered, and warranties made by the Obligors under Section 1 Administrator shall have received, an executed copy of this Amendment shall be true and correctAmendment; (b) executed counterparts of this Amendmentthe Administrator shall have received good standing (and foreign qualification, duly executed as applicable) certificates for Seller and each Originator issued by the Obligors Secretaries of State of the jurisdictions of their incorporation or formation and Holders constituting Required Holders shall have been delivered to the Holderstheir respective principal places of business; (c) receipt by the Administrator shall have received a certificate of the Secretaries of Seller and each Holder of Originator in form and substance reasonably satisfactory to the Administrator certifying (i) a certificate copy of the Secretary resolutions of its Board of Directors or Assistant Secretary Board of each ObligorManagers, dated the date hereofas applicable, certifying as to (A) the resolutions attached thereto and the corporate proceedings relating to the authorization, execution and delivery of approving this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently in effect, and transactions contemplated hereby; (ii) the names and true signatures of the officers authorized on its behalf to sign this Amendment (A) in on which certificate the Administrator and the Purchasers may conclusively rely until such time as the Administrator shall receive from Seller or any Originator, as the case of the Obligors other than Oaktree Caymanmay be, a recent “good standing certificate” from revised certificate meeting the requirements of this Section 6(c)); (iii) a copy of its by-laws, operating agreement or equivalent organizational document(s); and (iv) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment; (d) the Administrator shall have received the Certificate of Formation or the Certificate of Incorporation, as applicable, of Seller and each Originator, duly certified by 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 its formation, as 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 recent date 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)Administrator; (e) receipt by the Administrator shall have received favorable opinions of (i) in-house counsel to each Holder of opinions from Servicer, Winfield and Seller as to corporate authority and (ii) Xxxxxxxxx and Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for to Seller and the ObligorsOriginators as to all other legal matters, in form and Walkers substance reasonably satisfactory to the Administrator and its counsel; (Caymanf) Xxxxxxxxx and Xxxxxx LLP, special Cayman Islands counsel for Oaktree Caymanto each of the Originators and Seller, shall have confirmed in writing, in each case covering the matters incident form and substance reasonable satisfactory to the transactions Administrator and its counsel, that the that the execution, delivery and performance of this Amendment by the parties thereto do not adversely affect the conclusions reached in their True Sale/Capital Contribution Opinion dated September 4, 2007; (g) the Administrator shall have received evidence of payment by the Seller of all accrued and unpaid Fees (including those contemplated hereby by the Fee Letter), all of the costs and expenses of this transaction accrued or received prior to the date hereof, including, without limitation, attorneys’ fees of the Administrator, plus such additional amounts of attorneys’ fees as shall constitute the Required Holders Administrator’s reasonable estimate of attorneys’ fees incurred or their counsel may reasonably requestto be incurred by it through the closing proceedings, including any such costs, fees and expenses payable in accordance with Section 14.5; and (fh) The Obligors the Administrator shall have provided to the Holders evidence be satisfied that the Company has entered into (or is concurrently entering into) a substantially identical (representations and warranties set forth in relation to terms) amendment Section 7 hereof are true and correct on and as 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 on the date (the “Effective Date”) upon which each of this Amendment is expressly subject to the following conditionsconditions is satisfied: (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 that, when taken together, bear the signatures of the Borrower and correct;each of the Lenders under the Credit Agreement. (b) executed counterparts The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of each of (i) Sxxx X. Xxxxxxxxx, Assistant General Counsel of the Borrower, substantially in the form of Exhibit A-1 hereto, and (ii) Blank Rome Cxxxxxx & MxXxxxxx LLP, outside counsel for the Borrower, substantially in the form of Exhibit A-2 hereto, and, in the case of each such opinion, covering such other matters relating to the Borrower, the Credit Agreement, this Amendment, duly executed by the Obligors transactions contemplated hereby and Holders constituting Required Holders such other matters as the Administrative Agent shall have been delivered to the Holders;reasonably request. The Borrower hereby requests that each such counsel deliver such opinion. (c) receipt by each Holder of (i) a certificate of The Administrative Agent shall have received such documents and certificates as the Secretary Administrative Agent or Assistant Secretary of each Obligor, dated the date hereof, certifying as to (A) the resolutions attached thereto and the corporate proceedings its counsel may reasonably request relating to the authorizationorganization, execution existence and delivery good standing of the Borrower, the authorization of this Amendment and the performance of transactions contemplated hereby and any other legal matters relating to the Borrower, the Subsidiaries, the Credit Agreement, this Amendment or the transactions contemplated hereby, all in form and substance satisfactory to the Administrative Agent and 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;counsel. (d) the Company The Administrative Agent shall have paidreceived a certificate, dated the Effective Date and signed by the President, a Vice President or reimbursed a Financial Officer of the Holders forBorrower, confirming (i) the reasonable representations and warranties of the Borrower set forth in the Credit Agreement, as amended by this Amendment, are true and correct as of the Effective Date, except for representations and warranties that expressly relate to an earlier date, which representations and warranties were true and correct as of such earlier date, (ii) the Borrower is in compliance with all the terms and provisions set forth in the Credit Agreement, as amended by this Amendment, on its part to be observed or performed and (iii) after giving effect to this Amendment on the Effective Date, no Default or Event of Default shall have occurred and be continuing under the Credit Agreement or the Three-Year Credit Agreement. (e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of special counsel counsel) required to be reimbursed or paid by the Holders; provided that Borrower under 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; andCredit Agreement. (f) The Obligors Administrative Agent shall have provided received, for its own account and the accounts of the Lenders, all outstanding amounts under the Credit Agreement immediately prior to the Holders evidence that the Company has entered into effectiveness of this Amendment. (or is concurrently entering intog) a substantially identical (in relation The amended and restated Three-Year Credit Agreement shall have been executed and delivered by all parties thereto and become effective pursuant to its terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any Obligor.

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 to the satisfaction of the following conditionsconditions precedent in a manner satisfactory to CITBC, 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 and the Obligors and Holders constituting Required Holders shall have been delivered to the HoldersGuarantors; (cii) receipt A Guaranty duly signed by each Holder of the New Obligors;and (iiii) a certificate certified copies of the Secretary or Assistant Secretary resolutions of the Board of Directors of each Obligorof the Companies, dated the date hereof, certifying as to (A) the resolutions attached thereto Guarantors and the corporate proceedings relating to New Obligors authorizing the authorizationexecution, execution delivery and delivery performance of this Amendment and the performance of its obligations hereunder any and (B) the Obligors’ organization documents currently in effect, and (ii) (A) in the case all other Loan Documents executed by any of the Companies, the Guarantors or the New Obligors other than Oaktree Caymanin connection therewith, 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, along with a certificate of good standing issued incumbency certified by the Registrar secretary of Exempted Limited Partnerships each of the Companies, the Guarantors and the New Obligors with specimen signatures of the officers of the Companies, the Guarantors and the New Obligors who are authorized to sign such documents, all in form and substance satisfactory to the Agent; and (iv) Pledge Amendment duly signed by the Parent pledging all of its ownership interest in the Cayman Islands;New Obligors; and (dv) Pledge Agreements duly signed the Company shall have paid, or reimbursed the Holders for, the reasonable fees, charges and disbursements New Obligors pledging all of special counsel to the Holderstheir ownership interest in BTCLP; 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 (evi) 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 hereby by this Amendment and the other Loan Document as the Required Holders or their counsel Agent may reasonably requestrequire and the Companies, the Guarantors and the New Obligors hereby authorize and direct such counsel to deliver such opinions to Agent; and (fvii) 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. SECTION 3.1 The effectiveness of amendments and waivers to the Credit Agreement described herein shall become effective on the date on which this Amendment is expressly subject to and Waiver has been signed by all of the parties hereto. If the Banks shall not have received all of the following conditionsdocuments by the close of business on March 17, 2000, this Amendment and Waiver shall cease to be effective: (a) each Bank shall have received a Guarantee, substantially in the representations and warranties made form of Exhibit C annexed hereto, duly executed by each Material Domestic Subsidiary which has not already become a Guarantor (herein, collectively, the Obligors under Section 1 of this Amendment shall be true and correct"New Guarantors"); (b) executed counterparts of this Amendment, duly executed by the Obligors and Holders constituting Required Holders each bank shall have been delivered to received the Holders;following: (c) receipt by each Holder of (i) i. a certificate of the Secretary of the Borrower certifying the names, titles and true signatures of the officers of such entity authorized to sign this Amendment and other documents to be signed by the Borrower hereunder; ii. satisfactory evidence that each New Guarantor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or Assistant Secretary formation and each other jurisdiction where qualification is necessary; iii. certificate of each Obligor, the Secretary or other applicable officer of each New Guarantor dated the date hereof, certifying as to (A) attesting to all corporate or other action, if any, taken by such entity, including resolutions of its Board of Directors authorizing the execution, delivery and performance of the Guaranty, together with certified copies of its articles of organization and limited liability company agreement or certificate of incorporation and by-laws (or comparable organizational documents); (B) such certificate shall state that the resolutions attached thereto and limited liability company and corporate documents, as applicable, thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate; and (C) certifying the names, titles and true signature of the officers of such entity authorized to sign the Facility Documents and the corporate proceedings relating other documents to the authorization, execution and delivery of be delivered by such entity under this Amendment and the performance Waiver; and iv. an opinion 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 Amendment is expressly shall be subject to the following conditionsdelivery by (or on behalf of) the Borrower of the following, in form and substance satisfactory to the Agents and the Banks: (a) the representations and warranties made by the Obligors under Section 1 of this Amendment shall be true signed by each of the Borrower, the Banks and correctthe Agents; (b) executed counterparts new Revolving Credit Note for each of this Amendmentthe Dollar Banks, duly executed each signed by the Obligors and Holders constituting Required Holders shall have been delivered Borrower, each substantially in the form of Exhibit E to the HoldersCredit Agreement, and each in the maximum amount of each such Dollar Bank's Commitment as set forth on Schedule 1 hereto; (c) receipt by each Holder of (i) a certificate of the Secretary or Assistant Secretary of each Obligor, dated the date hereof, Borrower certifying as to (Aa) the resolutions attached thereto and Certificate of Incorporation or other incorporation documents of the Borrower as in effect on such date of certification, (b) the by-laws of the Borrower as in effect on such date, (c) the corporate proceedings relating to resolutions of the authorization, execution and delivery of Borrower approving this Amendment and the performance of its obligations other documents and instruments required to be delivered hereunder and (B) by the Obligors’ organization documents currently in effectBorrower, and (iid) (A) in the case names, titles, incumbency, and true specimen signatures of the Obligors officers of the Borrower authorized to sign this Amendment and the other than Oaktree Caymandocuments and instruments required to be delivered hereunder by the Borrower; (d) a certificate, as of a recent “good standing certificate” date, from the Secretary of State of Delaware as to the State of Delaware (which certificate shall indicate that the Obligor is in legal existence and corporate good standing and has legal existence in of 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)Borrower; (e) receipt a favorable opinion of counsel to the Borrower in form and substance satisfactory to the Agents and the Banks; (f) evidence, satisfactory to the Agents and the Banks in all respects, that on or prior to December 31, 1996, the Borrower shall have consummated the public offering of its common stock, and such public offering shall have yielded net cash proceeds to the Borrower (exclusive of any amounts received by each Holder any stockholders of opinions from Xxxxxx Xxxxxx & Xxxxxthe Borrower) in an aggregate amount not less than $20,000,000; (h) the Borrower shall have paid to the Agents, LLP, special counsel for the Obligorsrespective accounts of the Banks, and Walkers (Cayman) LLP, special Cayman Islands counsel for Oaktree Cayman, an amendment fee in each case covering the matters incident to the transactions contemplated hereby as the Required Holders or their counsel may reasonably requestamount of $50,000; and (fi) The Obligors shall have provided to any other document or instrument the Holders evidence that Agents and 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 may reasonably request.

Conditions to Effectiveness. The effectiveness This Agreement shall not become effective unless or until each of this Amendment is expressly subject to the following conditionsconditions shall have been satisfied: (a) the representations and warranties made receipt by the Obligors under Section 1 Bank of a duly executed counterpart of this Amendment shall be true and correctAgreement; (b) executed counterparts receipt by the Bank of this Amendment, the duly executed by the Obligors First Amended and Holders constituting Required Holders shall have been delivered to the HoldersRestated Note; (c) receipt by each Holder of (i) a certificate the Bank of the Secretary or Assistant Secretary duly executed First Amended and Restated Continuing Corporate Guaranty of each ObligorGuarantor, 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 form 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 B attached hereto; (d) receipt by the Company shall have paidBank of certified copies of all corporate action taken by the Borrower and Guarantor, or reimbursed as the Holders forcase may be, to authorize the execution, delivery and performance of this Agreement, the reasonable feesFirst Amended and Restated Note, 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)other First Amendment Loan Documents; (e) receipt by each Holder the Bank of opinions from Xxxxxx Xxxxxx & Xxxxxcertificates, LLPdated the date hereof, special counsel for of duly authorized officers or representatives of Borrower and Guarantor, as the Obligorscase may be, as to the incumbency, and Walkers (Cayman) LLPsetting forth the specimen signatures, special Cayman Islands counsel for Oaktree Caymanof the persons who have signed this Agreement, in each case covering the matters incident to First Amended and Restated Note, and the transactions contemplated hereby as the Required Holders or their counsel may reasonably request; andother First Amendment Loan Documents; (f) The Obligors shall have provided receipt by the Bank of duly executed UCC financing statements as requested by the Bank; (g) receipt by the Bank of an opinion of counsel for the Borrower in the form as Exhibit C attached hereto; (h) receipt by the Bank of an opinion of counsel for the Guarantor in the form as Exhibit D attached hereto; (i) receipt by the Bank of an opinion of Hong Kong counsel for the Borrower in the form as Exhibit E attached hereto; (j) copies of accounts receivable sub-ledger attributable to the Holders evidence that sale of the Company has entered into Product by Borrower to each of the Account Debtors for the most recent past six (or is concurrently entering into6) a substantially identical months; (k) payment to the Bank of all fees and expenses of the Bank in relation the amount of $5,000.00, and fees and disbursements of its legal counsel; (l) at the closing of the transactions contemplated hereunder, the Bank shall deliver and return to terms) amendment of Borrower the Note and Guaranty Agreement for each other series of outstanding senior notes of any ObligorGuaranty.

Conditions to Effectiveness. The effectiveness This Amendment Agreement shall be effective as of this Amendment is expressly the date hereof, subject to the satisfaction of each of the following conditionsconditions precedent: (a) This Amendment Agreement shall have been duly executed and delivered by each of the representations Borrowers and warranties made by the Obligors under Section 1 of this Amendment shall be true and correctLender; (b) executed counterparts of this AmendmentThe Lender shall have received an amended and restated Revolving Credit Note, duly and properly authorized, executed and delivered by the Obligors Borrowers in favor of the Lender, in form and Holders constituting Required Holders shall have been delivered substance satisfactory to the HoldersLender; (c) receipt The Lender shall have received a perfection certificate, duly and properly authorized, executed and delivered by each Holder of the New Borrower, in form and substance satisfactory to the Lender; (id) a certificate The Lender shall have received UCC-1 financing statements, to be filed in appropriate jurisdictions, duly and properly authorized, executed and delivered by the New Borrower, in form and substance satisfactory to the Lender. (e) The Security Documents and this Amendment Agreement shall be effective to create in favor of the Secretary Lender a legal, valid and enforceable first security interest in and lien upon the Collateral of the New Borrower, subject only to Permitted Liens. All filings, recordings, deliveries of instruments and other actions necessary or Assistant Secretary desirable in the opinion of each Obligor, dated the date hereof, certifying as Lender to (A) the resolutions attached thereto protect and the corporate proceedings relating preserve such security interests shall have been duly effected. The Lender shall have received evidence thereof in form and substance satisfactory to the authorizationLender. (f) The Lender shall have received stock certificates, execution and delivery of this Amendment and the performance of its obligations hereunder and (B) the Obligors’ organization documents currently with stock powers endorsed in effectblank thereto, and (ii) (A) in the case representing all of the Obligors other than Oaktree Caymanshares of capital stock of the New Borrower, a in form and substance satisfactory to the Lender; (g) The Lender shall have received the Articles of Incorporation of the New Borrower, certified of recent “good standing certificate” from date by the Secretary of State of the State of Delaware Delaware; (which certificate h) The Lender shall indicate that have received the Obligor is in good standing and has legal existence in Certificate of the New Borrower's Foreign Qualification of recent date for 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 IslandsNew York; (di) the Company The Lender shall have paidreceived a copy, or reimbursed certified by a duly authorized officer of the Holders forNew Borrower to be true and complete, 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)its by-laws as in effect on such date; (ej) receipt by The Lender shall have received authorizing resolutions and incumbency certificates from each Holder of opinions from Xxxxxx Xxxxxx & Xxxxxthe Borrowers, LLP, special counsel for the Obligorsauthorizing such company's execution and delivery of, and Walkers (Cayman) LLPthe performance of its obligations under this Amendment Agreement, special Cayman Islands counsel for Oaktree Cayman, in each case covering certified by the matters incident to the transactions contemplated hereby as the Required Holders or their counsel may reasonably requestSecretary of such company; and (fk) The Obligors Lender shall have provided received a favorable legal opinion, dated as of the date hereof, addressed to the Holders evidence that Lender from counsel to the Company has entered into (or is concurrently entering into) a substantially identical (Borrowers, in relation form and substance satisfactory to terms) amendment of the Note and Guaranty Agreement for each other series of outstanding senior notes of any ObligorLender.

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 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 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 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 Amendment shall become effective on the date (the "Effective Date") when, and only when, the Lender shall have received counterparts of this Amendment is expressly subject to executed by the following conditionsBorrower, and the Lender shall have received all of the following, unless waived in writing by the Lender: (a) a replacement note (the representations "Replacement Note") in a form provided by Lender appropriately completed and warranties made duly executed by the Obligors under Section 1 of this Amendment shall be true and correctBorrower; (b) executed counterparts of this Amendment, an Acknowledgement and Amendment in a form provided by Lender appropriately completed and duly executed by the Obligors and Holders constituting Required Holders shall have been delivered to the HoldersGuarantors; (c) receipt the Mortgage, Assignment of Leases and Rents and Indemnity Agreement in forms provided by Lender appropriately completed and duly executed by Borrower and each Holder of Guarantor which is a party thereto together with such surveys, title insurance policies, appraisals and environmental audits as Lender may require; (id) a certificate copy of the Secretary or Assistant Secretary of Borrower's and each Obligorcorporate Guarantor's corporate resolutions authorizing the execution, dated the date hereof, certifying as to (A) the resolutions attached thereto delivery and the corporate proceedings relating to the authorization, execution and delivery performance of this Amendment and the performance other documents required to be executed and/or delivered by the terms hereof, certified by the Secretary or an Assistant Secretary of its obligations hereunder and (B) the Obligors’ organization documents currently in effectBorrower or the relevant corporate Guarantor, and (ii) (A) in as 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)may be; (e) receipt by each Holder of opinions from Xxxxxx Xxxxxx & Xxxxx, LLP, special counsel for an incumbency certificate showing the Obligorsnames and titles, and Walkers bearing the signatures of, the officers of the Borrower and each corporate Guarantors authorized to execute this Amendment and the other documents required to be executed and/or delivered by the terms hereof, certified by the Secretary or an Assistant Secretary of the Borrower or the relevant corporate Guarantor, as the case may be; (Caymanf) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering the matters incident a certificate stating to the transactions contemplated hereby effect that there has been no further change in the Borrower's or any corporate Guarantor's articles or certificate of incorporation or bylaws previously delivered to the Lender, certified by the Secretary or an Assistant Secretary of the Borrower or the relevant corporate Guarantor, as the Required Holders or their counsel case may reasonably requestbe; (g) payment in immediately available funds of a closing fee of $20,000.00; and (fh) The Obligors shall have provided to such other documents or items 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 ObligorLender may reasonably request.

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 Borrowers and Wynnchurch shall have paid, or reimbursed the Holders for, the reasonable fees, charges executed and disbursements of special counsel delivered to the Holders; provided that Lender an amendment to the Company shall not be liable for Wynnchurch Guaranty, in form and substance satisfactory to the attorneys’ feesLender, costs eliminating the automatic reduction of the amount of Overadvances guarantied thereunder resulting from payments made in respect of accounts receivable owing by Bluecurrent, and disbursements extending the term 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 The Lender shall have received from Wynnchurch a certificate pursuant to which Wynnchurch shall have (i) ratified and confirmed its obligations under the Wynnchurch Guaranty, (ii) made the representations and warranties contained in the first sentence of opinions from Xxxxxx Xxxxxx & XxxxxSection 9(e) of the Wynnchurch Guaranty as of September 30, LLP2003, special counsel for (iii) certified as to the Obligorscontinued veracity of the 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 Walkers (Caymaniv) LLP, special Cayman Islands counsel for Oaktree Cayman, in each case covering shall have confirmed Wynnchurch’s compliance with Section 11 of the matters incident to the transactions contemplated hereby as the Required Holders or their counsel may reasonably request; andWynnchurch Guaranty; (f) The Obligors Lender shall have provided received a written acknowledgement from Wynnchurch with respect to the Holders evidence that the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment existence of the Note September 30, 2003 Events of Default and Guaranty the modifications to the Credit Agreement for each other series of outstanding senior notes of any Obligorcontemplated by this Amendment; and (g) The Lender shall have received from the Borrowers, an amendment fee in an amount equal to $50,000.

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 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 and the Fronting Banks 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 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 each Borrower approving this Amendment and the Amended Agreement and (B) all documents evidencing any other necessary corporate action with respect to this Amendment and the Amended Agreement; (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 such 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 such Borrower, in each case as in effect on such date, and (C) that true and correct copies of all governmental and regulatory authorizations and approvals (including such Borrower’s Approval) required for the authorizationdue execution, execution delivery and delivery performance by such Borrower of this Amendment and the performance Amended Agreement have previously been delivered to the Administrative Agent and remain in full force and effect on such date; and (iv) a certificate of its obligations hereunder 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 and (B) all representations and warranties of such Borrower contained in the Obligors’ organization documents currently Amended Agreement and each other Loan Document to which such Borrower is a party are true and correct in effectall material respects (or, and (ii) (A) 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 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 in which case such representation and warranty shall be true and correct as of such specific date). (c) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “good standing certificateknow your customer” from and anti-money laundering rules and regulations, including, without limitation, the Secretary of State of Patriot Act and the State of Delaware (which certificate shall indicate that Beneficial Ownership Regulation, to the Obligor extent such documentation or information 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 requested by the Registrar Administrative Agent on behalf 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 any Lender 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 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 ObligorAmendment Effective Date.

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. 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 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 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 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 of this Amendment is expressly subject to Agreement herein contemplated shall become effective on April 15, 1999 (the "Effective Date"), provided that on the Effective Date, the following conditionsconditions shall have been satisfied: (a) Chase has received each of the representations following documents, in form and warranties made by the Obligors under Section 1 substance satisfactory to Chase: (i) one or more counterparts of this Amendment shall be true and correctAgreement executed by each of the parties hereto; (bii) executed counterparts certified copies of this Amendment, duly executed all corporate action taken by the Obligors and Holders constituting Required Holders shall have been delivered Company to authorize 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 Agreement and the performance Notes and the borrowings hereunder; (iii) a certificate of its obligations hereunder a duly authorized officer of the Company as to the incumbency, and setting forth a specimen signature, of each of the persons (Ba) who has signed this Agreement on behalf of the Obligors’ organization documents currently in effectCompany, (b) who will sign the Notes on behalf of the Company, and (iic) (A) in who will, until replaced by other persons duly authorized for that purpose, act as the case representatives of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from Company for the Secretary purpose of State of signing documents in connection with this Agreement and 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 Islandstransactions contemplated hereby; (div) the Syndicated Note and the Money Market Note for each Bank and the Swingline Note for the Swingline Bank, all as provided in 1.10 hereof, in each case duly completed and executed by the Company; (v) an opinion of Xxxxxx Xxxxxxx & Xxxx LLP, counsel for the Company, substantially in the form of Exhibit B hereto, which (except as to matters of New York or Federal law) may rely as to certain matters upon an opinion of the Executive Vice President and General Counsel of the Company shall have paidsubstantially in the form attached to said Exhibit B; (vi) an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx, or reimbursed the Holders for, the reasonable fees, charges and disbursements of special counsel to the Holders; provided that Banks and the Company shall not be liable for Agents, substantially in the attorneys’ fees, costs and disbursements form 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 requestExhibit C hereto; and (fvii) such other statements, documents, reports or certificates as any Bank or Agent may reasonably request. (b) The Obligors Banks and the Administrative Agent shall have provided received all fees required to be paid relating to this Agreement in the Holders evidence that amounts and on the dates previously agreed to in writing by the Company has entered into and the Administrative Agent and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel) on or is concurrently entering into) a substantially identical (in relation to terms) amendment of before 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 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); and (vi) a certificate signed by a Responsible Officer of the Holders;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, 2010 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 Obligorbefore any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect. (d) The Borrower shall have paid, dated in connection with the Loan Documents, all recording, handling, legal, and other fees or payments required to be paid to the Administrative Agent or any Lender pursuant to any Loan Documents for which an invoice has been received at least one business day before the date hereof, certifying as . (e) The Administrative Agent shall have received financial projections and inventory sales projections (reporting projected volumes of propane to (Abe sold) with respect to the resolutions attached thereto Borrower and the corporate proceedings relating Guarantors for fiscal years 2012 through 2016, including balance sheets and statements of projected income and cash flow, in each case with pro forma adjustments for the transactions implied herein. (f) All Loans owing to the authorization, execution and delivery Departing Lenders shall have been paid in accordance with Section 5 of this Amendment and by the performance of its obligations hereunder and Lenders (B) the Obligors’ organization documents currently in effect, and (ii) (A) as defined in the case Credit Agreement). (g) All accrued interest, fees and other amounts payable under the Original Agreement for the account of the Obligors other than Oaktree Cayman, a recent “good standing certificate” from the Secretary of State of the State of Delaware any Lender (which certificate shall indicate that the Obligor is in good standing and has legal existence as defined in the State of DelawareOriginal Agreement) 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 been 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 of this This Amendment is expressly subject to will become effective on the date that the following conditionsconditions have been satisfied or waived: (a) the Agent shall have received counterparts of this Amendment, executed and delivered by the Borrower, the Guarantors, the Agent and the Lenders; (b) the Agent shall have received a Revolving Note for each Lender substantially in the form of Exhibit 2.1 to the Credit Agreement in the principal amount of each such Lender’s Revolving Loan Commitment as set forth on Schedule 3.1 attached hereto; (c) the representations and warranties made by of the Obligors under Borrower and the Guarantors in Section 1 8 of this Amendment shall be true and correct; (bd) executed counterparts of this Amendment, duly executed by the Obligors and Holders constituting Required Holders Agent shall have been delivered received, or shall concurrently receive, payment of all fees payable in connection with this Amendment including, without limitation, the fees payable to the Holderspursuant to that certain Fee Letter dated January 15, 2016; (ce) receipt by each Holder the Agent shall have received the following certificates of Borrower and, as appropriate, the Guarantors: (i) a certificate an “Omnibus Certificate” of the Secretary or Assistant Secretary of the Borrower and each ObligorGuarantor, dated which shall (i) contain the date hereofnames and signatures of the officers of Borrower and each Guarantor authorized to execute Loan Documents, certifying as to (Aii) the resolutions attached thereto and the corporate proceedings relating certify that there have been no changes to the authorizationcharter documents or bylaws of the Borrower and each Guarantor previously delivered to the Agent (or, to the extent any such documents have changed, attach and certify to the truth, correctness and completeness of such documents) and (iii) attach and certify to the truth, correctness and completeness of a copy of resolutions duly adopted by the Board of Directors of Borrower and each Guarantor and in full force and effect at the time this Amendment is entered into, authorizing the execution and delivery of this Amendment and the performance other Loan Documents delivered or to be delivered in connection herewith and the consummation of its obligations hereunder the transactions contemplated herein and therein; and (ii) a “Closing Certificate” of the chief financial officer of Borrower, as of the date of this Amendment, certifying that (A) the conditions set out in subsections (a), (b), and (c) of Section 4.2 of the Credit Agreement have been satisfied and (B) the Obligors’ organization documents currently in effect, and (iifinancial information of Borrower most recently delivered to the Agent pursuant to Section 6.2(b) (A) in the case of the Obligors other than Oaktree Cayman, Credit Agreement fairly present the Consolidated financial position of Borrower for the periods covered thereby; (f) a recent “certificate of existence and good standing certificate” from for Borrower issued by the Secretary of State of Delaware, a certificate of due qualification to do business for the Borrower issued by the Secretary of State of Delaware (which certificate shall indicate Texas and evidence that the Obligor is in good standing and has legal existence Borrower’s authority to transact business 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 IslandsTexas is active; (dg) the Company shall have paida favorable opinion of (i) Xxxxxxxxx LLP, or reimbursed the Holders forcounsel for Restricted Persons, the reasonable fees, charges in form and disbursements of special counsel substance reasonably satisfactory to the HoldersAgent; provided that and (ii) Xxxxx XxXxxxx, in-house counsel for Restricted Persons, in form and substance reasonably 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)Agent; (eh) receipt the Agent shall have received, in form and substance reasonably satisfactory to the Agent, projections prepared by each Holder management of opinions from Xxxxxx Xxxxxx & Xxxxxbalance sheets, LLP, special counsel income statements and cashflow statements of the Borrower and its Subsidiaries for the ObligorsFiscal Years ending December 31, and Walkers (Cayman) LLP2015 through December 31, 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 request2020; and (fi) The Obligors the Agent shall have provided received, in form and substance reasonably satisfactory to the Holders evidence that Agent, the Company has entered into (or is concurrently entering into) a substantially identical (in relation to terms) amendment certificates of insurance required by Section 6.8 of the Note and Guaranty Agreement for each other series of outstanding senior notes of any ObligorCredit Agreement.