Common use of Conditions Clause in Contracts

Conditions. This Amendment shall become effective on the date on which the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”): (a) The Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by the Credit Parties, the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lender. (b) All fees required to be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid. (c) Each of the representations and warranties made by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (d) No Default or Event of Default shall exist on the Amendment Effective Date. (e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This Amendment shall become effective on upon the date on which satisfaction of the following conditions precedent have been satisfied or waived no later than February 9, 2017 (the date on which such conditions shall have been so satisfied or waived, the “Fifth Amendment Effective Date”): (a) This Amendment shall have been duly executed and delivered by each Loan Party, the Administrative Agent and the Lenders. (b) The Administrative Agent shall have received certificates executed by a Responsible Officer of each Loan Party attaching (i) resolutions or other action authorizing the actions under this Amendment and the Credit Agreement as amended hereby, (ii) incumbency certificates, (iii) certified copies of the Organization Documents of such Loan Party, in each case, certified as true, accurate and complete and in effect on the date hereof (or a certification that there shall have been no changes to the Organization Documents of such Loan Party since August 2, 2016) and (iv) such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each 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. (c) The Administrative Agent shall have received a counterpart certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in this Amendment, executed and delivered by the Credit Parties, the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lender. (b) All fees required to be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall Section 5 have been paid. satisfied, and (cii) Each of the representations and warranties made by the Credit Parties in that there has been no event or pursuant circumstance since December 29, 2015 that has had or could be reasonably expected to the Credit Agreement have, either individually or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”aggregate, “a Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (d) No Default or Event The Administrative Agent shall have received a certificate attesting to the Solvency of Default shall exist the Loan Parties on a consolidated basis before and after giving effect to this Amendment, from the Amendment Effective Datechief financial officer of the Borrower. (e) The Administrative Agent shall have received an officer’s certificate from executed copy of an Authorized Officer agreement by a Sponsor Investor, in form and substance reasonably acceptable to the Administrative Agent, to purchase Qualified Securities in the Borrower for not less than $18,500,000 in gross cash proceeds and the Borrower shall receive the proceeds of such issuance no later than the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Fifth Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel the list of Restaurants to be closed or refranchised referred to in the definition of “Identified Restaurant Closures/Re-Franchisings (2017)” in the Credit Parties, an opinion Agreement which shall be in form and substance reasonably satisfactory to the Administrative Agent addressed acceptable to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V.an agreeement, special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed Agent, acknowledging and agreeing that certain of the text shown as unmarked text in Exhibit A to the Administrative AgentFourth Amendment is not, the Collateral Agent and each has never been, effectively part of the Lenders and dated the Amendment Effective Date covering Credit Agreement, despite a scrivener’s error which included at least part of such matters incident text as unmarked text in Exhibit A to the transactions contemplated herein as the Administrative Agent may reasonably requestFourth Amendment. (h) The Administrative Agent representations and warranties set forth in Section 4 hereof shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation be true and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificatecorrect. (i) All fees and expenses due and owing to the Administrative Agent and the Lenders and required to be paid on or before the Fifth Amendment Effective Date pursuant to that certain Fifth Amendment Fee Letter dated as of February 8, 2017 by and among the Administrative Agent and the Borrower, shall have been paid (or shall be paid concurrently with the closing of this Amendment). (j) The Administrative Agent shall have received a good standing certificate (or equivalent) been reimbursed for all reasonable and documented fees and out-of-pocket charges and other expenses incurred in connection with this Amendment, including, without limitation, the reasonable fees and disbursements of counsel for the CompanyAdministrative Agent, to the extent documented prior to or on the date hereof (for the avoidance of doubt, a summary statement of such fees, charges and disbursements shall be sufficient documentation for the obligations set forth in this Section 5(j); provided that supporting documentation for such summary statement is provided promptly thereafter).

Conditions. This Amendment No. 3 shall become effective on as of the date on which (the “Amendment No. 3 Effective Date”) when, and only when, each of the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied (or waived, the “Amendment Effective Date”):is or will be substantially concurrently therewith) satisfied: (a) The Administrative Agent (or its counsel) shall have received from each of Borrower and the Required Lenders either (i) a counterpart of this Amendment, executed Amendment No. 3 signed on behalf of Borrower and delivered by the Required Lenders or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile transmission or other electronic communication permitted under the Credit Parties, Agreement of a signed signature page of this Amendment No. 3) that each of Borrower and the Required Lenders has signed a counterpart of this Amendment No. 3; (b) Borrower shall have paid (or have caused to be paid) to the Administrative Agent, for the Supermajority Lendersbenefit of each Lender who consents to this Amendment No. 3 on or prior to 5:00 p.m., New York City time, on October 28, 2009, a fee (in immediately available funds) on the Amendment No. 3 Effective Date in an amount equal to 20 basis points of each Incremental Lender such Lender’s outstanding Loans and unused Revolving Commitments as of the Business Day ending immediately prior to the Amendment No. 3 Effective Date; (c) Except with respect to the amendments to the Credit Agreement set forth in Section 1(ii)(c) and Section 1(ix) of this Amendment No. 3, (which amendments shall become effective on the date this Amendment No. 3 has been executed by Borrower and the Swingline Lender.Required Lenders and to the extent all the other conditions in this Section 3 have been satisfied) the Merger Transactions shall have been consummated; and (bd) All fees required Borrower shall have paid (or have caused to be paid paid), in each case to the Administrative Agent and extent invoiced prior to the Lenders in connection herewithAmendment No. 3 Effective Date, accrued all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, reproduction, execution and delivery of this Amendment (including, to without limitation, the extent invoiced in advancereasonable fees, reasonable legal fees charges, disbursements and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid. (c) Each of the representations and warranties made by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier dateXxxxxx Xxxxxx & Xxxxxxx LLP with respect thereto). (d) No Default or Event of Default shall exist on the Amendment Effective Date. (e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This Amendment shall become effective on as of the date on which the following conditions precedent have been satisfied or waived hereof (the date on which such conditions shall have been so satisfied or waived, the “First Amendment Effective Date”):) upon receipt by the Administrative Agent of each of the following, in each case in form and substance satisfactory to the Administrative Agent: (a) The Administrative Agent shall have received a counterpart of duly executed counterparts to this Amendment, executed and delivered by Amendment from the Credit Parties, the Administrative Agent, the Supermajority LendersBorrower, each Incremental Lender other Loan Party and the Swingline Lender.Required Lenders; (b) All fees required a certificate, signed by a Responsible Officer of the Borrower, stating that (i) no Event of Default has occurred and is continuing, or would result immediately after giving effect to be paid to the Administrative Agent this Amendment, and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counselii) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid. (c) Each of the representations and warranties made by the Credit Parties contained in or pursuant to Article III of the Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be Section 4 below are true and correct in all material respects as of the First Amendment Effective Date (or in all respects as of such earlier date). date if such representation and warranty is qualified by Material Adverse Effect or other materiality qualifier) (d) No Default or Event including with respect to solvency as of Default shall exist on the First Amendment Effective Date.); (ec) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and a customary written opinion (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory addressed to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the First Amendment Effective Date Date) of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for the Loan Parties, and covering such matters incident relating to the transactions contemplated herein Loan Parties and this Amendment, as the Administrative Agent may shall reasonably request.; and (gd) The Administrative Agent shall have received payment from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form Borrower of all fees due and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each payable as of the Lenders and dated the First Amendment Effective Date covering such matters incident and all expenses required to be reimbursed by the Borrower for which invoices have been presented to the transactions contemplated herein as Borrower (including the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from reasonable fees and expenses of legal counsel), each Credit Party, dated case on or before the First Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This Amendment shall become effective on the date on which the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”): (a) The Administrative Agent Respondents shall have received complete the following actions to comply with the Order section of the NOV: (i) By 31 May 2016, plant a counterpart line of this Amendmenttrees along the yellow line as shown on the attached sketch, executed which is attached hereto and delivered incorporated herein as Attachment A. The yellow line is about 90 feet from the southern side of the dwelling on the Property. The trees shall be planted between the locations marked on Attachment A as "A" and "B". The specific location of the trees shall be determined by the Credit PartiesRespondent and the RIDEM in the field. The trees shall be 10 feet on center and be 4 feet tall after planting. Tree species shall include one or more of the following selections: White pine, Pinus Strobus Red cedar Juniperus virginiana Colorado blue spruce, Picea pungens Norway spruce, Picea abies (ii) The areas south and east of the yellow line as shown on Attachment A shall be allowed to revegetate to a natural wild condition. No clearing, mowing, cutting, trimming or other alterations are authorized in any wetland area on the Property south and east of the yellow line without first obtaining a valid permit from the RIDEM. (iii) If any or all of the required plantings fail to survive at least 1 year from the time planting has been verified by the RIDEM, the Administrative Agent, the Supermajority Lenders, each Incremental Lender same plant species shall be replanted and the Swingline Lendermaintained until such time that survival occurs for at least 1 year. (b) All fees required The Respondents are hereby authorized to be paid to maintain the Administrative Agent area between the blue line as shown on Attachment A and the Lenders yellow line as shown on Attachment A in connection herewith, accrued reasonable a cleared condition. No structures shall be placed in this area and documented out-of-pocket costs and expenses (including, to no other work is allowed in this area without first obtaining a valid permit from the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paidRIDEM. (c) Each Penalty – The Respondents shall pay to the RIDEM $2,500 in administrative penalties assessed as follows: (i) Upon execution of the representations and warranties made this Agreement by the Credit Parties in or pursuant Respondents, the Respondents shall pay to the Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date)RIDEM $2,500. (dii) No Default or Event Penalties that the Respondents agree to pay in this Agreement are penalties payable to and for the benefit of Default shall exist on the Amendment Effective DateState of Rhode Island and are not compensation for actual pecuniary loss. (eiii) The Administrative Agent All penalty payments shall have received an officer’s certificate from an Authorized Officer of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, be in the form of Exhibit E-2 a certified check, cashiers check, or money order, payable to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.R.

Conditions. This Amendment shall become effective on 2.1 The effectiveness of this Deed is subject to the following: 2.1.1 The Effective Date occurring by the later of 90 calendar days after the date on which of the following conditions precedent have been satisfied Commitment Letter or waived (60 calendar days after the date of any vote by Scheme Creditors to approve the Scheme, subject to such vote occurring on which such conditions shall have been so satisfied or waivedbefore 75 calendar days after the date of the Commitment Letter; 2.1.2 Delivery to JPM of a copy of the Court order sanctioning the Scheme, the “Amendment Effective Date”): (a) The Administrative Agent shall have received a counterpart terms of this Amendment, executed and delivered which confirm that an undertaking has been given by the Credit Parties, directors of Telewest at the Administrative Agent, Court hearing to sanction the Supermajority Lenders, each Incremental Lender Scheme that the Scheme will not be made effective unless and until the Swingline Lender.directors of Telewest are satisfied that TCN and TCN’s senior lenders have entered into the New Bank Documents and that the Recapitalisation Supplemental Deed Effective Date (as such term is defined in the New Bank Documents) has occurred or its occurrence is conditional only upon the Effective Date of the Scheme; (b) All fees required 2.1.3 Delivery by JPM of a letter of certification to be paid to TCN confirming that the Administrative Agent and the Lenders New Bank Documents are in connection herewith, accrued satisfactory form; 2.1.4 Receipt by JPM of its reasonable and documented out-of-pocket costs and expenses (including, to including legal fees) properly incurred up until the extent invoiced date five Business Days before the Effective Date in advance, reasonable legal fees and out-of-pocket expenses connection with this Deed or arising out of counsel) and other compensation due and payable to negotiations for the Administrative Agent, settlement of the Lenders JPM Claim and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid. (c) Each entering into of the representations Interim Swap Transaction and warranties made the New JPM Transaction; and 2.1.5 Delivery by the Credit Parties in or pursuant JPM of a letter of certification to the Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except TCN confirming that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (d) No Default or Event of Default shall exist on the Amendment Effective Date. (e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement New JPM Transaction Confirmation(s) (or such other form reasonably than in respect of the economic terms of the New JPM Transaction) is acceptable to JPM acting reasonably. 2.2 In the Administrative Agent) with appropriate insertions, together with copies event that any of the certificate or articles foregoing conditions is not fulfilled, this Deed shall be deemed to have had no effect from the date of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party its execution and the resolutions of such Credit Party referred to JPM Claim shall be reinstated in such certificatefull. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This Amendment The increased or new Commitments shall become effective on the date on which the following conditions precedent have been satisfied or waived (the date on which effective, as of such conditions shall have been so satisfied or waived, the “Amendment Increase Effective Date”):; provided that: (ai) The Administrative Agent shall have received a counterpart of this Amendment, executed and delivered Borrowing Request as required by the Credit Parties, the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lender.Section 2.03; (bii) All fees required to be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid. (c) Each each of the representations and warranties made by the Credit Parties Borrower set forth in or pursuant to the Credit Agreement Article III hereof or in or pursuant to the any other Credit Documents Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Increase Effective Date as if made on and as of such date (except for to the extent such representations and warranties expressly stated relate to be made as of an earlier date (date, in which case such representations and warranties they shall be true and correct in all material respects as of such earlier date, and, to the extent such representations and warranties are qualified as to materiality, Material Adverse Effect or similar language, such representations shall be true and correct in all respects).; provided, that, in the case of Incremental Term Loans incurred to make an acquisition permitted to be made hereunder, such representations and warranties to be made on the Increase Effective Date shall be limited to the Specified Representations and the “acquisition agreement representations” (or similar representations) conformed as appropriate for such transaction; (diii) No no Default (or, in the case of Incremental Term Loans incurred to make an acquisition permitted hereunder no payment or bankruptcy Event of Default Default) shall exist have occurred and be continuing or would result from the borrowings to be made on the Amendment Increase Effective Date.; and (eiv) The the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent shall have received an officer’s certificate from an Authorized Officer in connection with any such transaction. Notwithstanding the foregoing, in the case of any Incremental Term Loans requested to be funded on the Borrowing Date, the only conditions to the effectiveness of the Company and dated as of the Amendment Effective Date, certifying that each condition Incremental Term Loan Commitments shall be those set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective DateSection 4.02. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This The effectiveness of this Amendment shall become effective on is subject to the date on which fulfillment, in a manner satisfactory to the Lenders, of each of the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied are fulfilled or waived, waived by the “Lenders is hereafter referred to as the "Amendment Effective Date”"): (a) The Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by the Credit Parties, the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lender. (b) All fees required to be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid. (c) Each of the representations and warranties made by contained herein and in Article V of the Credit Parties in or pursuant to the Credit Purchase Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if though made on and as of such date date, except for to the extent that such representations and warranties expressly stated relate solely to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date). (b) Each of the conditions precedent to the effectiveness of the Loan Agreement Amendment shall have been satisfied or waived by the Lenders and the Loan Agreement Amendment shall become effective concurrently with the effectiveness of this Amendment. (c) The Agent and the Lenders shall have executed this Amendment and received counterparts of this Amendment, which bear the signatures of the Company, the Servicer and each Originator. (d) No Default or Event of Default The Agent shall exist on have received a fully executed Assignment and Assumption (Purchase Agreement), in form and substance satisfactory to the Amendment Effective DateLenders. (e) The Administrative Agent Each of the Originators shall have received an officer’s certificate from an Authorized Officer of delivered to the Original Company the Company Note held by such Originator and dated as of marked "cancelled" and the Amendment Effective Date, certifying that Company shall have executed a new Company Note made payable to each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective DateOriginator. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent Company, the Servicer and each the Originators shall have entered into the Reporting Agreement referred to in Section 2.3(g) of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably requestthis Amendment. (g) The Administrative Agent Agent, the Company and the Servicer shall have received from DLA Piper Nederland N.V.entered into a new Servicing Agreement, special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably requestLenders. (h) The Administrative Agent Original Company, the Company, the Originators and the Servicer shall have received a certificate from each Credit Partyentered into the Receivables Transfer Agreement, dated in form and substance satisfactory to the Amendment Effective DateLenders, signed by an Authorized Officer of such Credit Party and the Transfers shall have been effected in accordance therewith (or, with respect to Tesla B.V., its directorsthe documents described in clauses (c), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Partyd), as applicable(e), of such Credit Party (f) and the resolutions of such Credit Party (g) above and this clause (h) are referred to in such certificateherein, individually as an "Amendment Document" and collectively, as the "Amendment Documents"). (i) The Administrative Originators and the Company shall have authorized the Agent to submit for filing UCC Financing Statements naming the Originators as debtors, the Company as secured party, and the Agent as assignee of the Company. (j) All legal matters incident to this Amendment shall be satisfactory to the Agent, the Lenders and their counsel. (k) The Agent, the Lenders and their counsel shall have received a good standing certificate such other documents (or equivalentincluding, but not limited to, resolutions, officer's certificates and other corporate documents) for the Companyas any such Person may reasonably request.

Conditions. This Amendment Agreement shall become effective on as of the first date on which (the “Fourth Amendment Effective Date”) when each of the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”):satisfied: (a) The the Administrative Agent (or its counsel) shall have received (x) from the Majority Lenders for the Term B Facility (determined before giving effect to the replacement of any Non-Consenting Lenders) and each Lender holding Term B Loans (after giving effect to the replacement of any Non-Consenting Lenders) (i) a counterpart Consent signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Amendment, executed Agreement) that such party has signed a Consent and delivered by (y) from the Credit Parties, Borrower and the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lender.an executed counterpart to this Agreement; (b) All the representations and warranties set forth in Section 5 above shall be true and correct; (c) any fees required to be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (includingincluding reasonable fees, to the extent invoiced in advance, reasonable legal fees charges and out-of-pocket expenses disbursements of counselXxxxxx Xxxxxx & Xxxxxxx LLP) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid. (c) Each of the representations and warranties made owing by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (d) No Default or Event of Default shall exist on the Amendment Effective Date. (e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory Borrower to the Administrative Agent addressed and the Fourth Amendment Arranger pursuant to this Agreement or any letter agreement entered into in connection with this Agreement and invoiced at least three (3) Business Days prior to the Administrative Agent, the Collateral Agent and each date hereof shall have been paid in full; and (i) all Obligations of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, Borrower with respect to Tesla B.V.the Term B Loans owing to any Non-Consenting Lender being replaced pursuant to Section 3 shall be paid in full to such Non-Consenting Lender concurrently with the assignment described in Section 3, its directors(ii) all Obligations of the Borrower with respect to the Term B Loans owing to any Assigning Consenting Lender shall be paid in full to such Assigning Consenting Lender concurrently with the assignment described in Section 4(b)(i), and(iii) all Obligations of the Borrower with respect to the Cashless Consenting Lender Assigned Amount owing to any Cashless Consenting Lender pursuant to a Cashless Consenting Lender Assignment contemplated by Section 4(c) shall be paid in full to such Cashless Consenting Lender concurrently with the assignment described in Section 4(c) and (iv) the Replacement Lender shall pay to each such Non-Consenting Lender, if signed by each such Assigning Consenting Lender and each such Cashless Consenting Lender an Authorized Officer of such Credit Party, attested amount equal to by another Authorized Officer of such Credit Party, (x) in the form case of Exhibit E-2 to any Non-Consenting Lender and any Assigning Consenting Lender, the Credit Agreement (principal amount of the Term B Loans held by such Non-Consenting Lender or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party)Assigning Consenting Lender, as applicable, in each case, plus accrued and unpaid interest thereon, and (y) in the case of any Cashless Consenting Lender, the Cashless Consenting Lender Assigned Amount of such Credit Party Cashless Consenting Lender, in each case, plus accrued and the resolutions of such Credit Party referred to in such certificateunpaid interest thereon. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This The amendments contained in Section 1 of this Amendment shall become effective on the date (the “Amendment No. 1 Effective Date”) on which each of the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”):satisfied: (a) The Administrative Agent shall have received a counterpart counterparts of this Amendment, Amendment duly executed and delivered by the Credit PartiesBorrower, each Extending Lender, the Required Lenders and the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lender. (b) All fees required to be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid. (c) Each of the The representations and warranties made by of each Loan Party set forth in the Credit Parties Loan Documents are true and correct (or, in or pursuant the case of such representations and warranties that are not qualified as to the Credit Agreement or in or pursuant to the other Credit Documents shall be materiality, true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment No. 1 Effective Date as if made on and as of such date Date, except for such representations and warranties that expressly stated relate to be made as of an a specific earlier date (date, in which case such representations and warranties shall be were and correct (or in the case of such representations and warranties that are not qualified as to materiality, true and correct in all material respects respects) as of such earlier date). (c) No Default has occurred and is continuing. (d) No Default or Event of Default shall exist on the Amendment Effective Date. (e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company and a certificate, dated as of the Amendment No. 1 Effective Date, certifying that each condition signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in Sections 3(c3(b) and (dc) hereof of this Amendment. (e) The Extending Lenders shall have been satisfied on and received a legal opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, dated as of the Amendment No. 1 Effective Date, in form and substance reasonably satisfactory to the Extending Lenders. (f) The Administrative Agent shall have received payment from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxthe Borrower, P.C.in same day funds, special New York counsel for the account of each Extending Lender an extension fee in an aggregate principal amount equal to the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each 0.50% of the Lenders and dated Revolving Commitments of such Extending Lender as of the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.No. 1

Conditions. This Amendment shall become effective on upon the date on which satisfaction of the following conditions precedent have been satisfied or waived no later than November 8, 2017 (the date on which such conditions shall have been so satisfied or waived, the “Sixth Amendment Effective Date”): (a) This Amendment shall have been duly executed and delivered by each Loan Party, the Administrative Agent and the Lenders. (b) The Administrative Agent shall have received certificates executed by a Responsible Officer of each Loan Party attaching (i) resolutions or other action authorizing the actions under this Amendment and the Credit Agreement as amended hereby, (ii) incumbency certificates, (iii) certified copies of the Organization Documents of such Loan Party, in each case, certified as true, accurate and complete and in effect on the date hereof (or a certification that there shall have been no changes to the Organization Documents of such Loan Party since the most recent date that certified copies of such Organization Documents were delivered to the Administrative Agent) and (iv) such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each 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. (c) The Administrative Agent shall have received a counterpart certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in this AmendmentSection 4 have been satisfied, executed and delivered by (ii) that there has been no event or circumstance since January 3, 2017 that has had or could be reasonably expected to have, either individually or in the Credit Partiesaggregate, the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lendera Material Adverse Effect. (bd) The representations and warranties set forth in Section 4 hereof shall be true and correct. (e) All fees required to be paid and expenses due and owing to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, required to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders be paid on or prior to before the Sixth Amendment Effective Date pursuant to that certain Sixth Amendment Fee Letter dated as of November 8, 2017 by and among the Administrative Agent and the Borrower, shall have been paid. paid (c) Each of the representations and warranties made by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as paid concurrently with the closing of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier datethis Amendment). (d) No Default or Event of Default shall exist on the Amendment Effective Date. (e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxbeen reimbursed for all reasonable and documented fees and out-of-pocket charges and other expenses incurred in connection with this Amendment, P.C.including, special New York without limitation, the reasonable fees and disbursements of counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to for the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as extent documented prior to or on the Administrative Agent may reasonably request. date hereof (g) The Administrative Agent shall have received from DLA Piper Nederland N.V.for the avoidance of doubt, special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer summary statement of such Credit Party (orfees, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation charges and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent disbursements shall have received a good standing certificate (or equivalent) be sufficient documentation for the Companyobligations set forth in this Section 4(f); provided that supporting documentation for such summary statement is provided promptly thereafter).

Conditions. This The effectiveness of Articles 2 and 3 of this Amendment shall become effective on is subject to the date on which satisfaction of the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”):precedent: (a) The Administrative Agent shall have received a counterpart all of this Amendmentthe following, each dated (unless otherwise indicated) the Amendment Date, in form and substance satisfactory to the Agent: (i) This Amendment executed and delivered by the Credit Parties, the Administrative Agent, the Supermajority LendersCompany, each Incremental Lender Guarantor and each New Xxxxxx Subsidiary (collectively the "OBLIGATED PARTIES"); (ii) such evidence of each New Xxxxxx Subsidiary's existence, good standing and authority to execute, deliver, and perform this Amendment and the Swingline Lender.Loan Documents to which it is or is to be a party hereunder; (iii) such additional documentation and information as the Agent or its legal counsel, Jenkens & Xxxxxxxxx, a Professional Corporation, may reasonably request; and (b) All The Banks, the Agent and XX Xxxxxx, a division of Chase Securities Inc. as the Arranger shall have received all reimbursable fees required to be paid on the Amendment Date and all expenses for which invoices have been presented, on or before the Amendment Date, including without limitation or in addition, the following: (i) any amounts due under Section 3.4 of the Agreement as a result of the Assignments made pursuant to Article 3 of this Amendment and the termination of all Eurodollar Interest Periods as of the Amendment Date (all of which are hereby terminated) and all unpaid interest and fees accrued under the Agreement to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses Amendment Date; (including, ii) an amendment fee to each Bank that is currently a party to the extent invoiced in advanceAgreement, reasonable legal fees and out-of-pocket expenses of counselthat executes this Amendment (an "EXISTING BANK") and other compensation due and payable that continues to provide a Commitment under the Administrative AgentAgreement, such amendment fee to be in an amount equal to three-twentieths of one percent (3/20%) of such Bank's Commitment (before giving effect to any increase in the Lenders and amount thereof affected pursuant to this Amendment but after giving effect to any decrease in the Incremental Lenders on amount thereof affected pursuant to this Amendment); and (iii) an upfront fee to each Bank that provides a new or increased Commitment hereunder in an amount equal to one-fifth of one percent (1/5%) of the new Commitment of such Bank under the Agreement. If an Existing Bank increases its Commitment from that in effect prior to the Amendment Effective Date shall have been paiddate of this Amendment, such Bank will be paid an amendment fee under clause (i) above calculated on its Commitment before giving effect to the amendments contemplated hereby and an upfront fee calculated in accordance with this clause (ii) with respect to the amount of the increase in its Commitment. (c) Each of the The representations and warranties made by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents shall be true contained herein and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”other Loan Documents, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties amended hereby, shall be true and correct in all material respects as of the date hereof as if made on the date hereof, except for such earlier representations and warranties limited by their terms to a specific date).; (d) No Unmatured Default or Event of Default shall exist on the Amendment Effective Date.have occurred and be continuing; and (e) The Administrative Agent All proceedings taken in connection with the transactions contemplated by this Amendment and all documentation and other legal matters incident thereto shall have received an officer’s certificate from an Authorized Officer of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably be satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably requestits legal counsel, Jenkens & Xxxxxxxxx, a Professional Corporation. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This Amendment No. 4 shall become effective on the date on which the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”):); provided, that the Administrative Agent shall have received: (a) The Administrative Agent shall have received a counterpart counterparts of this Amendment, Amendment No. 4 duly executed and delivered by the Credit PartiesBorrower, the Administrative AgentSubsidiary Guarantors, the Supermajority Lenders, each Incremental Lender and the Swingline Lender. (b) All fees required to be paid to the Administrative Agent and the percentage of Lenders required by the Credit Agreement; (b) duly executed originals of a certificate of the Chief Executive Officer or Chief Financial Officer of the Borrower and each other Credit Party, dated as of the date hereof, stating that (A) since November 30, 2003 (i) no event or condition has occurred or is existing which could reasonably be expected to have a Material Adverse Effect; (ii) no litigation has been commenced which, if successful, would have a Material Adverse Effect or could challenge any of the transactions contemplated by the Credit Agreement and the other Loan Documents; (iii) there have been no Restricted Payments made by the Borrower or any of its Subsidiaries other than in accordance with the Credit Agreement; and (iv) except as described in this Amendment No. 4, there has been no material increase in liabilities, liquidated or contingent, and no material decrease in assets of the Borrower or any of its Subsidiaries, and (B) all necessary governmental (domestic and foreign) and third party approvals in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to with the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders Credit Agreement and the Incremental Lenders on or prior to the transactions contemplated by this Amendment Effective Date shall No. 4 have been paid.obtained and remain in effect; (c) Each without setoff, deduction or counterclaim, on account of each Lender that has executed and delivered (including delivery of way of facsimile) a copy of this Amendment No. 4 to the attention of Xxx XxXxx at Xxxxxxx & Xxxxxx LLP, 00 Xxxx Xxxxxx Xxxxx, Chicago, Illinois 60601, telecopy number 000-000-0000, at or prior to 12:00 noon (New York City time) on August 30, 2004 (the “Delivery Date”), from the Borrower a non-refundable amendment fee (the “Amendment Fee”) in an amount equal to 0.25% of the representations sum of such Lender’s Revolving Commitment, Term A Loans and warranties made by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and New Term B Loans as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).Delivery Date; and (d) No Default or Event from the Borrower all fees and expenses of Default shall exist on the Amendment Effective Date. (e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer legal counsel due and payable pursuant to Section 12.4 of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Partyextent then invoiced), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This Amendment shall become effective on the date on which when each of the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “First Amendment Effective Date”): (a) This Amendment shall have been duly executed and delivered by each Loan Party, the Administrative Agent and the Lenders. (b) [Reserved]. (c) The Administrative Agent shall have received a counterpart favorable opinion of this AmendmentXxxxxx, executed and delivered by Xxxx & Xxxxxxxx LLP, counsel to the Credit Loan Parties, the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lender. (b) All fees required to be paid addressed to the Administrative Agent and the Lenders in connection herewitheach Lender, accrued reasonable and documented out-of-pocket costs and expenses (including, as to the extent invoiced matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request, in advanceform, reasonable legal fees scope and out-of-pocket expenses of counsel) and other compensation due and payable substance reasonably satisfactory to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid. (c) Each of the representations and warranties made by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (d) No Default or Event The Administrative Agent shall have received a favorable opinion of Default shall exist on Xxxxx Lovells US LLP, Colorado and Virginia local law counsel to the Amendment Effective DateLoan Parties, addressed to the Administrative Agent and each Lender, as to the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request, in form, scope and substance reasonably satisfactory to the Administrative Agent. (e) The Administrative Agent shall have received an officer’s certificate from an Authorized certificates executed by a Responsible Officer of each Loan Party attaching (i) resolutions or other action authorizing the Company actions under this Amendment and dated the Credit Agreement as amended hereby, (ii) incumbency certificates, (iii) certified copies of the Amendment Effective DateOrganization Documents of such Loan Party, certifying in each case, certified as true, accurate and complete and in effect on the date hereof (or a certification that each condition set forth in Sections 3(cthere shall have been no changes to the Organization Documents of such Loan Party since the most recent date that certified copies of such Organization Documents were delivered to the Administrative Agent) and (div) hereof have been satisfied on such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing and in good standing in its jurisdiction of the Amendment Effective Dateorganization. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each a certificate signed by a Responsible Officer of the Lenders Borrower certifying (i) that the conditions specified in this Section 6 have been satisfied, and dated (ii) that there has been no event or circumstance since December 31, 2018 that has had or could be reasonably expected to have, either individually or in the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably requestaggregate, a Material Adverse Effect. (g) The Administrative Agent representations and warranties set forth in Section 5 hereof shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form be true and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably requestcorrect. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable All fees and expenses due and owing to the Administrative Agent) with appropriate insertionsAgent and the Lenders and required to be paid on or before the First Amendment Effective Date pursuant to that certain First Amendment to Credit Agreement Fee Letter dated as of November 20, together with copies of 2019 by and between the certificate or articles of incorporation Administrative Agent and by-laws the Borrower, shall have been paid (or other equivalent organizational documents relating to any Dutch Credit Partyshall be paid concurrently with the closing of this Amendment), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) been reimbursed for all reasonable and documented fees and out-of-pocket charges and other expenses incurred in connection with this Amendment, including, without limitation, the reasonable fees and disbursements of counsel for the CompanyAdministrative Agent, to the extent documented and delivered to the Borrower prior to the date hereof (for the avoidance of doubt, a summary statement of such fees, charges and disbursements shall be sufficient documentation for the obligations set forth in this Section 6(i); provided that supporting documentation for such summary statement is provided promptly thereafter).

Conditions. This The effectiveness of this Third Amendment shall become effective on and the date on which agreement by Lender to advance Additional Equipment Loans to the Borrowers are each subject to the satisfaction of the following conditions precedent have been satisfied or precedent, unless specifically waived (by the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”):Lender: (a) The Administrative Agent following instruments shall have received a counterpart of this Amendment, been duly and validly executed and delivered by the Credit Partiesparties thereto, all in form, scope and content satisfactory to the Lender: (i) this Third Amendment, together with the Consent and Ratification attached hereto executed by Xxxx Xxxxxx; (ii) the Additional Equipment Note, being that certain promissory note dated of even date with this Third Amendment in the stated principal amount of $2,650,000.00 executed by the Borrowers and payable to the order of the Lender; (iii) Amended and Restated Subordination Agreement dated of even date with this Third Amendment, in form and substance satisfactory to Lender; and (iv) Resolutions of the Board of Directors (or other governing body) of each Borrower certified by the Secretary or an Assistant Secretary (or other custodian of records of such Borrower) which authorize the execution, delivery, and performance by Borrower of the Third Amendment, the Administrative Agent, the Supermajority Lenders, each Incremental Lender Additional Equipment Note and the Swingline Lenderother Loan Documents. (b) All fees required to The representations and warranties contained herein, in the Loan Agreement, as amended hereby, and/or in each other Loan Document shall be paid to true and correct as of the Administrative Agent and date hereof, as if made on the Lenders in connection herewithdate hereof, accrued reasonable and documented out-of-pocket costs and expenses (including, except to the extent invoiced in advance, reasonable legal fees such representation and out-of-pocket expenses of counsel) and other compensation due and payable warranties relate to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paidan earlier date. (c) Each No Event of the representations Default shall have occurred and warranties made be continuing and no Default shall exist, unless such Event of Default or Default has been specifically waived in writing by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date)Lender. (d) No Default or Event of Default shall exist on the Amendment Effective Date. (e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth All corporate proceedings taken in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to connection with the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent by this Second Amendment and all documents, instruments and other legal matters incident thereto, shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably be satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent Lender and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably requestits legal counsel. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This Amendment shall become effective on Subject to the date on which the following terms and conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”): (a) The Administrative Agent shall have received a counterpart of this Amendment, executed Agreement and delivered by the Credit Parties, the Administrative Agent, the Supermajority Lendersapplicable Law, each Incremental Issuing Lender agrees to issue LCs upon the Borrowers' application therefor (denominated in Dollars) for the benefit of any Loan Party by delivering to the applicable Issuing Lender and the Swingline Lender. (b) All fees required Administrative Agent a properly completed LC Request and an LC Agreement with respect thereto no later than 12:00 p.m., New York, New York time three Business Days before such LC is to be paid issued; provided that, (i) on any date of determination and after giving effect to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, any LC to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agentbe issued on such date, the Lenders Revolver Commitment Usage shall never exceed the Revolver Commitment then in effect, (ii) on any date of determination and after giving effect to any LC to be issued on such date, the Incremental Lenders on LC Exposure shall never exceed $750,000,000 (as such commitment under the LC Subfacility may be reduced or canceled as herein provided), (iii) at the time of issuance of such LC, no Default or Potential Default shall have occurred and be continuing, (iv) each LC must expire no later than the earlier of the 5th day prior to the Amendment Effective Termination Date shall have been paid. for the Revolver Facility or one year from its issuance; provided that, any LC may provide for automatic renewal for successive periods of up to one year (c) Each of but no renewal period may extend beyond the representations and warranties made by the Credit Parties in or pursuant 5th day prior to the Credit Agreement or in or pursuant Termination Date for the Revolver Facility) unless the applicable Issuing Lender has given prior notice to the other Credit Documents applicable beneficiary of its election not to extend such LC and (v) no single Issuing Lender shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject required to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in issue LCs which case such representations and warranties shall be true and correct in all material respects as of such earlier date)aggregate more than $150,000,000. (d) No Default or Event of Default shall exist on the Amendment Effective Date. (e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This Sections 1 and 2 of this Amendment shall become effective on as of the date on which the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waivedAmendment No. 4 Effective Date when, the “Amendment Effective Date”):and only when: (a) The the Administrative Agent (or its counsel) shall have received from the Required Lenders, the Borrower and the Loan Parties either (i) a counterpart of this Amendment signed on behalf of such Person or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or pdf transmission of a signed signature page of this Amendment) that such Person has signed a counterpart of this Amendment; (b) the Administrative Agent shall have received a counterpart certificate of an Authorized Officer of the Parent certifying that immediately before and after giving effect to this Amendment, (i) no Default or Event of Default shall have occurred and be continuing and (ii) the representations and warranties (x) of each Loan Party set forth in the Loan Documents and (y) in Section 4 of this Amendment, executed and delivered by the Credit Partiesin each case, the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lender. (b) All fees required to be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid. (c) Each of the representations and warranties made by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents shall be are true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment No. 4 Effective Date as if made on (or in the case of Section 4.24 of the Credit Agreement with respect to Schedules 1.01(e)(A) and 1.01(e)(B), as of the date of the most recent delivery prior to the Amendment No. 4 Effective Date of updated Schedules 1.01(e)(A) and 1.01(e)(B) pursuant to Section 5.01(m) of the Credit Agreement); it being understood that, to the extent that any such date except for such representations representation and warranties expressly stated warranty specifically refers to be made as of an earlier date (in which case such representations and warranties date, it shall be true and correct in all material respects as of such earlier datedate and any such representation and warranty that is qualified as to “materiality,” “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to any such qualification therein).; (c) the Borrower shall have paid to the Administrative Agent (x) all fees in the amounts previously agreed in writing and in accordance with Section 6 below to be paid on the Amendment No. 4 Effective Date, including, without limitation, the arrangement fee as separately agreed to between the Borrower and Barclays Bank PLC, (y) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent (including, without limitation the fees, charges and disbursements of Cxxxxx Xxxxxx & Rxxxxxx LLP, counsel for the Administrative Agent) incurred in connection with the preparation, execution and delivery of this Amendment and (z) for the ratable account of each Consenting Lender, an amount equal to 0.75% of the outstanding principal amount of such Consenting Lender’s Loans on the Amendment No. 4 Effective Date (after giving effect to the Voluntary Prepayment Reduction (as defined below)); and (d) No Default the Borrower shall have taken all actions necessary pursuant to Section 2.11 of the Credit Agreement to voluntary prepay the Loans outstanding under the Credit Agreement on or Event of Default shall exist on prior to the Amendment No. 4 Effective Date. (e) The Administrative Agent shall have received Date in an officeraggregate principal amount of $50,000,000, including, without limitation, providing one Business Day’s certificate from an Authorized Officer written notice of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory prepayment to the Administrative Agent addressed to (the Administrative Agent“Voluntary Prepayment Reduction”). The effectiveness of this Amendment (other than Sections 7, 8 and 9 hereof) is conditioned upon the Collateral Agent and each accuracy of the Lenders representations and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably requestwarranties set forth in Section 4 hereof. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This 3.01. The effectiveness of this Amendment shall become effective depend on the date on which fulfillment of all of the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”):precedent: (a) The Administrative Agent Lender shall have received a counterpart Certificate of Financial Condition of the Borrower executed by one of its officers dated as the date of this Amendment, executed and delivered by the Credit Parties, the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lender. (b) All fees required The Lender shall have received a fully-executed Amended and Restated Promissory Note in the amount of $50,000,000 substantially in the form of Exhibit G to be paid this Amendment. The Lender promptly shall return the original executed Promissory Note to the Administrative Agent Borrower with a signed notation marked on it as being amended and replaced by the Lenders in connection herewith, accrued reasonable Amended and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paidRestated Promissory Note. (c) Each The Lender shall have received a fully-executed Supplemental Security Agreement from the Operating Company in the form of the representations and warranties made by the Credit Parties in or pursuant Exhibit H to the Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date)this Amendment. (d) No Default or Event The Lender shall have received a fully-executed Pledge Agreement from the Borrower in the form of Default shall exist on the Amendment Effective DateExhibit I to this Amendment. (e) The Administrative Agent Lender shall have received an officer’s certificate from an Authorized Officer a Consent and Agreement to Amendment by all of the Company and dated as Borrower's Subsidiaries that have guaranteed the Loan in the form of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective DateExhibit J to this Amendment. (f) The Administrative Agent Lender shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxan officer's certificate evidencing all actions taken by the Borrower and the Operating Company to authorize the execution, P.C., special New York counsel to delivery and performance of the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative AgentBorrower of this Amendment, the Collateral Agent Amended and each of Restated Promissory Note, and the Lenders Supplemental Security Agreement, and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably requestPledge Agreement. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent Lender shall have received a certificate from each Credit Party, dated written opinion of counsel relating to the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, Borrower and the Operating Company substantially in the form of Exhibit E-2 K to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificatethis Amendment. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This Amendment The Construction Bridge Loan Commitments shall become effective on as of the first date on which that the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment Increase Effective Date”): (ai) The Administrative Agent no Material Adverse Effect shall have received a counterpart of this Amendment, executed occurred and delivered by the Credit Parties, the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lender.be continuing; (bii) All fees required no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be paid to made on the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Increase Effective Date shall have been paid.Date; (ciii) Each of the representations and warranties made by the Credit Parties contained in or pursuant to the Credit Agreement or in or pursuant to Article III and the other Credit Transaction Documents shall be are true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Increase Effective Date as if made on and as of such date Date, except for to the extent that such representations and warranties expressly stated specifically refer to be made as of an earlier date (date, in which case such representations and warranties they shall be have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.22(b)., the representations and warranties contained in Section 3.26 shall be deemed to refer to the most recent financial statements furnished pursuant to Section 5.09; provided, however, that a representation or warranty that is qualified by materiality, Material Adverse Effect or similar phrase shall be true and correct in all respects; (div) No Default the Borrower shall deliver or Event cause to be delivered officer’s certificates and legal opinions with respect to the Increase Joinder of Default shall exist the type delivered on the Amendment Effective Date.Closing Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Supermajority Lenders; (ev) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer upon the reasonable request of any Lender made at least 10 days prior to the Company and dated as of the Amendment Increase Effective Date, certifying the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the USA PATRIOT Act, in each case at least 5 days prior to the Increase Effective Date, and at least 5 days prior to the Increase Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each condition Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party; (vi) the Borrower shall have paid all fees and expenses owing in respect of any such increase to the Agents and the Lenders; (vii) (A) if the Borrower’s then-aggregate Borrowings are less than the Title Policy Liability, the Borrower shall have delivered an ALTA 33 Endorsement issued by the Title Company showing no additional title exceptions or other matters except Permitted Encumbrances; or (B) if the Borrower’s then-aggregate Borrowings exceed the Title Policy Liability, the Borrower shall have delivered a Record Matters Endorsement and a date-down endorsement issued by the Title Company showing no additional title exceptions or other matters except Permitted Encumbrances; (viii) if the Construction Bridge Take Out is a Permitted Tax Equity Transaction, the Borrower shall have delivered all material closing documentation (including as applicable, the membership interest purchase agreement, equity capital contribution agreement, limited liability company agreement, guaranties, each consent to collateral assignment in connection therewith, and other associated documents), all of which shall be consistent in all material respects with the term sheet set forth in Sections 3(c) and (d) hereof have been satisfied on and Exhibit S, as of confirmed by the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to and the Credit Parties, an opinion Required Lenders or otherwise in form and substance reasonably satisfactory to the Administrative Agent addressed Supermajority Lenders, and to the Administrative Agentextent any terms set forth in any Tax Equity Document are not specified in Exhibit S, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident shall be reasonably satisfactory to the transactions contemplated herein as Supermajority Lenders, evidencing that the Administrative Agent may reasonably request.Tax Equity Commitment has been obtained; (gix) The Administrative Agent if the Construction Bridge Take Out is a Permitted Direct Payment Transaction, (A) the Borrower shall have received from DLA Piper Nederland N.V., special Dutch counsel delivered the Direct Payment Documents and other evidence reasonably satisfactory to the Dutch Credit Parties, Supermajority Lenders demonstrating that the Project is eligible for the Direct Payment and the Direct Payment is reasonably anticipated to be paid by the U.S. government at least 30 days prior to the Construction Bridge Loan Maturity Date and (B) the Borrower shall provide assurances as reasonably requested by and in an opinion amount and otherwise in form and substance reasonably satisfactory to the Supermajority Lenders in respect of “recapture,” “audit” or similar liabilities in connection with such Permitted Direct Payment Transaction (“Reasonable Assurances”); (x) the Borrower shall have delivered evidence reasonably satisfactory to the Supermajority Lenders that the Construction Bridge Loan Commitment is not greater than ninety seven and one half percent (97.5%) of the estimated amount of the Construction Bridge Take Out; (xi) the Borrower shall demonstrate to the reasonable satisfaction of the Supermajority Lenders that the Debt to Equity Ratio is no greater than 85:15; (xii) the Borrower has delivered a notice meeting the requirements set forth in Section 2.22(a) at least 45 days prior to the Increase Effective Date; (xiii) the Borrower shall covenant in the Increase Joinder to apply the proceeds of any Construction Bridge Take Out to the repayment of the outstanding Construction Bridge Loans no later than the earlier of the final funding date under the ECCA and the Construction Loan Maturity Date; (xiv) the Borrower shall have terminated the Construction Loan Commitments as required pursuant to Section 2.07(a)(viii); (xv) the Borrower shall have delivered a revised sources and uses table satisfactory to the Supermajority Lenders and the Administrative Agent addressed (in consultation with the Independent Engineer) demonstrating that there are sufficient committed funds available to the Borrower pursuant to this Agreement and the Equity Contribution Agreement, together with reasonably anticipated pre-Conversion Date Project Revenues, to achieve the Conversion Date on or before the Date Certain; and (xvi) no later than five Business Days before the Increase Effective Date, the Borrower shall have delivered to the Administrative AgentAgent (for delivery to each Lender) (A) a final update to the most recently updated Base Case Projections, reflecting only Prior Projection Updates, the Collateral Agent final Construction Bridge Loan Commitments, the terms and each conditions of the Lenders Tax Equity Documents or Direct Payment Documents, the expected date of Substantial Completion, the expected Conversion Date, changes to projected interest rates, the Bridge Commitment Reduction Amount, TE Oversizing Amount, TE Commitment Reduction Amount, the Bridge Oversizing Amount, the Bridge Prepayment Amount, the TE Prepayment Amount, and dated the Amendment Effective Date covering such matters incident TE Term Loan Prepayment Amount (as applicable) (and holding all other inputs and assumptions in the Base Case Projections constant), which Base Case Projections update shall be satisfactory to the transactions contemplated herein as the Administrative Agent may reasonably request. and the Required Lenders (hin consultation with the Independent Engineer) The Administrative Agent shall have received and (B) a certificate from each Credit Party, dated the Amendment Effective Date, signed by of an Authorized Officer of the Borrower stating that such Credit Party (orprojections and supporting documents were prepared in good faith by the Borrower and are based upon assumptions which the Borrower considers to be reasonable, with respect it being understood that such Base Case Projections are not to Tesla B.V.be viewed as facts and are subject to uncertainties and contingencies, its directors), and, if signed by an Authorized Officer many of such Credit Party, attested to by another Authorized Officer of such Credit Party, in which are beyond the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies control of the certificate or articles of incorporation Borrower, that no assurance can be given that the Base Case Projections will be realized, that actual results may differ and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificatedifferences may be material. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This Amendment shall become effective on as of the first date on which the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”):) when each of the following conditions shall have been satisfied: (a) The the Administrative Agent (or its counsel) shall have received from each party hereto (including the Required TLA/RC Lenders) either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy, portable document format (.pdf) or email transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) no Default or Event of Default shall have occurred and be continuing or shall result from any extension of credit requested to be made on the Amendment Effective Date; (c) the Administrative Agent shall have received a counterpart of this Amendmentcertificate, executed and delivered by the Credit Parties, the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lender. (b) All fees required to be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to dated the Amendment Effective Date shall have been paid. and signed by a Responsible Officer of the Parent Borrower, confirming compliance with the conditions set forth in clause (cb) Each of this Section 4.1 and that each of the representations and warranties made by the Credit Parties any Loan Party contained in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents Section 3.1 above shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date after giving effect to the Amendment and to any extension of credit requested to be made on the Amendment Effective Date with the same effect as if though such representations and warranties had been made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).; (d) No Default or Event the Administrative Agent shall have received, for the benefit of Default shall exist each Term A Lender and Revolving Lender that is a party hereto on the Amendment Effective Date., an amendment fee in an amount equal to 0.05% of the amount of such Term A Lender’s and Revolving Lender’s outstanding Term A Loans and outstanding Revolving Commitments on the Amendment Effective Date; and (e) The to the extent invoiced at least one (1) Business Day prior to the Amendment Effective Date, the Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company all fees and dated as of other amounts due and payable to it or its Affiliates on or prior to the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxincluding, P.C., special New York counsel to the Credit Partiesextent invoiced, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each reimbursement or payment of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer all of such Credit Persons’ reasonable out‑of‑pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (hereunder or such under any other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificateLoan Document. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This Amendment shall become effective on the date on which only upon satisfaction in full of the following conditions precedent (the first date upon which all such conditions have been satisfied or waived (being herein called the date on which such conditions shall have been so satisfied or waived, the “"Second Amendment Effective Closing Date”"): (a) The Administrative Agent shall have received a counterpart on or before the Second Amendment Closing Date the following, each in form and substance satisfactory to Agent (and, where indicated, the applicable Lender) and, unless indicated otherwise, dated as of the Second Amendment Closing Date: (i) counterparts of this Amendment, duly executed by the Borrowers and the Lenders Group; (ii) the reaffirmation and consent of each Guarantor attached hereto as Exhibit A, duly executed and delivered by the Credit Partiesan authorized official of each entity thereof; and (iii) such other agreements, the Administrative Agentinstruments, the Supermajority Lendersapprovals, each Incremental opinions and other documents as Agent or any Lender and the Swingline Lendermay reasonably request. (bi) All fees required to be paid to Agent shall have received, for the Administrative Agent and benefit of the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agentwith a Revolving Credit Commitment, the Lenders fee described in Section 2.12(b)(i) of the Loan Agreement; and (ii) the Incremental Lenders on or prior to the Amendment Effective Date Term C Loan Lender shall have been paidreceived, for its sole and separate account, the fee described in Section 2.12(b)(ii) of the Loan Agreement. (c) Each Borrowers shall have a minimum of $3,000,000 of unrestricted cash balances and Availability after the payment of all amounts contemplated in Section 7.17(b) of the Loan Agreement and based upon a Borrowing Base calculated using information as of a date no earlier than December 29, 1999, rolled forward to a date acceptable to the Agent, and after reserving for amounts necessary to maintain Borrowers' current liabilities reasonably within terms; (d) the several counsel to the members of the Lender Group shall have received payment, in immediately available funds, of all accrued and unpaid attorneys fees and expenses constituting Lender Group Expenses incurred in connection with this Amendment and the transactions contemplated hereunder or reasonably ancillary hereto; (e) The representations and warranties made in this Amendment, the Loan Agreement as amended by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to this Amendment, and the other Credit Loan Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date date hereof, as if though made on and as of such date (except for to the extent that such representations and warranties expressly stated relate solely to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).; (df) No Default or Event of Default shall exist have occurred and be continuing on the Amendment Effective Date.date hereof, nor shall result from the consummation of the transactions contemplated herein; (eg) The Administrative Agent No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have received an officer’s certificate from an Authorized Officer of been issued and remain in force by any governmental authority against Borrower or the Company Lender Group; and (h) All other documents and dated as of legal matters in connection with the transactions contemplated by this Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof shall have been satisfied on delivered or executed or recorded and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion be in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably requestits counsel. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This The effectiveness of Article II of this Amendment shall become effective on is subject to the date on which satisfaction of the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”):precedent: (a) The Administrative Agent shall have received this Amendment duly executed by the Borrower, the Guarantors and the Banks and each Bank shall have receive a counterpart new Note in the amount of its Commitment in effect after giving effect to this Amendment if such Commitment amount is different then the principal amount of its existing Note; (b) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of Borrower and the Guarantors, the authorization of this Amendment, executed the Notes and delivered the transactions contemplated hereby and any other legal matters relating to this Amendment reasonably requested by the Credit Parties, the Administrative Agent, the Supermajority Lenders, each Incremental Lender all in form and the Swingline Lender. (b) All fees required to be paid substance satisfactory to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of its counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid.; (c) Each of the The representations and warranties made by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents shall be true contained herein and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”other Loan Documents, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties amended hereby, shall be true and correct in all material respects as of the date hereof as if made on the date hereof, except for such earlier date).representations and warranties limited by their terms to a specific date and the representations and warranties in the second and third sentences of Section 4.15(b) which shall be deemed made as of the Effective Date; (d) No Default or Event The receipt by each Bank of Default shall exist on an amendment fee equal to 0.10% of its Commitment as in effect immediately prior to the Amendment Effective Date.execution of this Amendment; (e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer receipt by each Bank who increased its Commitment as result of the Company and dated as effectiveness of this Amendment of an amendment fee equal to 0.75% of such Bank's allocated amount of the Amendment Effective Date, certifying that each condition set forth increase in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date.Commitments provided for in this Amendment; (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel all fees due and payable on or prior to the Credit Partieseffective date of this Amendment including, an opinion without limitation, those fees set forth in form and substance reasonably satisfactory to that certain Fee Letter dated the date hereof between the Administrative Agent addressed to and the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request.Borrower; (g) The Administrative Agent No Default shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request.exist; and (h) The All proceedings taken in connection with the transactions contemplated by this Amendment and all documentation and other legal matters incident thereto shall be satisfactory to Administrative Agent shall have received a certificate from each Credit Partyand its legal counsel, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificateHunton & Xxxxxxxx LLP. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This Amendment With respect to Article 19.2, unless all of the Parties have notified their desire to withdraw from a License pursuant to Article 19.2.1 (in which event, for the avoidance of doubt, the relevant License will be surrendered): (i) a Party which has notified its intention to withdraw from a License pursuant to Article 19.2.1 (a "WITHDRAWING PARTY") shall, promptly after the expiry of the period of thirty (30) days referred to in Article 19.2.1, assign all of its interest to the non-withdrawing Parties as wish or are obliged to accept it, which shall become (unless otherwise agreed by such non-withdrawing Parties) be allocated to them in the proportion in which their respective Percentage Interests prior to the effective on date of withdrawal (as hereinafter defined) bears to the total of the same; (ii) the Withdrawing Party shall promptly join in such actions as may be necessary or desirable to obtain any consent of the Government in connection with, and shall execute and deliver any and all documents necessary to effect, any such assignment. A withdrawal shall not be effective and binding upon the Parties until the date upon which the same shall have been done ("the effective date of withdrawal" shall be the date of expiry of the period of thirty (30) days referred to in Article 19.2.1); (iii) the Withdrawing Party shall promptly join in all actions required by the other Parties for the maintenance of the Licenses provided that its participation in such actions shall not cause it to incur, after the date on which notice of withdrawal is given, any financial obligations except as provided in this Article 19; (iv) the following conditions precedent have been satisfied Withdrawing Party shall pay all costs, including license registration fees, fines and penalties which may be prescribed by the Government and all reasonable and documented costs and expenses incurred by the other Parties in connection with such withdrawal; (v) the Withdrawing Party shall not be allowed to withdraw from the Licenses if its interest is subject to any liens, charges or waived encumbrances (other than (a) rents and royalties due under the Licenses or the Petroleum Law (b) the ERSAN Royalty Interest (as defined in Article 1 of this Agreement) and (c) a lien, charge or encumbrance granted in favour of all of the other parties and securing the performance of obligations under this Agreement), unless the other Parties are willing to accept the assignment subject to such additional liens, charges or encumbrances; (vi) unless the Party or Parties acquiring its interest agree to accept the withdrawing Party's liabilities and obligations, the Withdrawing Party shall remain liable and obligated for its Percentage Interest share of all expenditure accruing to the Joint Account under any Program and Budget approved by the Operating Committee and authorized by AFE prior to the date on which notice of withdrawal is given, even if the operations concerned are to be implemented thereafter, provided always that this sub-paragraph (vi) shall not render a withdrawing Party liable for any amounts which such conditions shall Party would not have been so satisfied obliged to pay had it not withdrawn; (vii) the Withdrawing Party shall remain liable and obligated for its share of all costs and obligations that in any way relate to the abandonment of Joint Operations or waived, a Exclusive Risk Project in which such withdrawing Party participated in accordance with any abandonment agreement entered into pursuant to Article 5 or with the “Amendment Effective Date”):provisions of this Agreement if abandonment operations commence within three (3) years after the effective date of withdrawal; and (viii) if the Withdrawing Party withdraws from some only of the Licenses: (a) The Administrative Agent the non-withdrawing Parties in respect of the Licenses from which the Withdrawing Party is withdrawing shall have received promptly execute a counterpart joint operating agreement in identical terms, mutatis mutandis, to this Agreement, except that such agreement shall exclude the Withdrawing Party as a party, shall relate only to the Licenses from which the Withdrawing Party has withdrawn, shall reflect the Percentage Interests of this Amendmentthe non-Withdrawing Parties in the relevant Licenses immediately following completion of the assignments effected or to be effected pursuant to sub-paragraph (i) above, executed and delivered by shall take effect from the Credit Parties, the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lender.completion of such assignments; and (b) All fees required with effect from the completion of such assignments, this Agreement shall cease to be paid apply to the Administrative Agent Licenses the subject of the new agreement entered into pursuant to sub-paragraph (viii)(a) above and the Lenders all associated Joint Operations and Joint Property, provided that any decisions, notices, actions or other things made, given or done under and in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or accordance with this Agreement prior to the Amendment Effective Date that time and relating solely to such Licenses and associated Joint Operations and Joint Property shall be deemed to have been paid. (c) Each of the representations taken under and warranties made by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents accordance with, and shall be true equally effective and correct in all material respects (except valid for purposes of, that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date)new agreement. (d) No Default or Event of Default shall exist on the Amendment Effective Date. (e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This Amendment (a) Sections 2, 3(j), 4, and 12 through 20 (and any defined terms included in such Sections, as necessary), and for the avoidance of doubt the Tack-on Loan Commitments, shall become effective on the date on which the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of Holdings, the Borrower, the Required Lenders and each Tack-on Lender. (b) The remainder of this Amendment, and the obligations of the Tack-on Lenders to fund the Tack-on Loans hereunder, shall become effective as of the date first above written when each of the following conditions precedent has been met: (i) the Administrative Agent shall have been satisfied received all fees and other amounts due and payable on or waived prior to the Amendment No. 4 Effective Date (including (A) the date on which such conditions Amendment Fee specified in Section 15 below, (B) the Ticking Fee specified in Section 16 below and (C) all reasonable invoiced fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel to the Administrative Agent). (ii) The Armour Acquisition shall have been so satisfied consummated, or substantially simultaneously with the funding of the Tack-on Loans shall be consummated, in accordance in all material respects with applicable law and the Armour Purchase Agreement (and no material provision of the Armour Purchase Agreement shall have been waived, amended, supplemented or otherwise modified in a manner material and adverse to the “Amendment Effective Date”):Lenders without the consent of the Administrative Agent). The Administrative Agent shall have received certified copies of the Armour Purchase Agreement and all material certificates and other documents delivered thereunder. (aiii) The Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by the Credit Parties, the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lender. favorable written opinions (b) All fees required to be paid addressed to the Administrative Agent and the Lenders and dated as of the Amendment No. 4 Effective Date) of each of (A) Xxxxxx & Xxxxxx LLP, counsel for Holdings and the Borrower, substantially in connection herewiththe form of Exhibit B-1 hereto and (B) applicable local counsel, accrued reasonable in form and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable substance reasonably satisfactory to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid. (c) Each of the representations and warranties made by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (d) No Default or Event of Default shall exist on the Amendment Effective Date. (eiv) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the Company and dated as authorization of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel any other legal matters relating to the Credit Partiesparties hereto or the Loan Documents or the Armour Acquisition, an opinion all in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably requestits counsel. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (hv) The Administrative Agent shall have received a certificate from certificate, dated as of the Amendment No. 4 Effective Date and signed by the President or a Vice President of the Borrower or a Financial Officer, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03 of the Credit Agreement. (vi) All Uniform Commercial Code financing statements reasonably requested by the Collateral Agent to be filed or recorded with respect to the assets acquired in the Armour Acquisition shall have been filed or recorded or delivered to the Collateral Agent for filing or recording, and the Collateral Agent shall have received (i) the results of bring-down searches of the Uniform Commercial Code filings made with respect to each Credit Party, of the Loan Parties in its jurisdiction of organization and (ii) a completed update to the Perfection Certificate dated the Amendment No. 4 Effective Date, Date and signed by an Authorized Officer officer of the Borrower, together with all attachments contemplated thereby. (vii) the Collateral Agent shall have received (A) amendments to each Mortgage securing the Obligations of the Borrower providing that the Tack-on Loans shall be secured by a Lien on the Mortgaged Property that is the subject of such Credit Party Mortgage, signed on behalf of the record owner of such Mortgaged Property and (or, B) with respect to Tesla B.V., its directors), and, if signed any real property acquired in the Armour Acquisition counterparts of a Mortgage with respect to such real property duly executed and delivered by an Authorized Officer the record owner of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificatereal property. (iviii) The Reaffirmation Agreement shall have been executed and delivered by each party thereto. (ix) The Administrative Agent shall have received at or prior to the time required by Section 2.03 of the Credit Agreement, a good standing certificate Borrowing Request with respect to the Borrowing of the Tack-on Loans (or equivalenti) for that complies with the Company.requirements of Section 2.03 of the Credit Agreement and Section 9(c) of Amendment No. 2 and Waiver to the Credit Agreement and (ii) pursuant to which the Borrower agrees that the provisions of Section 2.16 of the Credit Agreement shall apply to any failure by the Borrower to borrow the Tack-on Loans on the Amendment No. 4

Conditions. This Amendment shall become effective on The following are conditions to the date on which the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”):Company's right to effect a Mandatory Conversion: (a) The Administrative Agent shall have received a counterpart during the Lookback Period and as of this Amendmentthe date of the Mandatory Conversion Notice, executed no Event of Default hereunder exists and delivered is continuing, unless such Event of Default is cured within any applicable cure period or is otherwise waived in writing by the Credit Parties, Holder in whole or in part at the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lender.Holder's option; (b) All fees required during the Lookback Period and as of the date of the Mandatory Conversion Notice, the resale of such shares of Common Stock to be paid delivered by the Company to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date Holder shall have been paid.registered pursuant to an effective Registration Statement, as defined in Registration Rights Agreement, and the Company is otherwise in compliance with its obligations under the Registration Right Agreement; (c) Each of the representations and warranties made by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as date of such date except for such representations and warranties expressly stated the Mandatory Conversion Notice, the number of shares of Common Stock to be made issued to the Holder will not, in the reasonable opinion of the Holder, cause the Holder, whether individually or as a group, to be deemed to be the beneficial owner of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as more than 9.99% of such earlier date).the outstanding shares of Common Stock; (d) No Default or Event the aggregate number of Default shares of Common Stock that the Company may issue under this Article VII shall exist on not exceed (i) the Amendment Effective Date.percentage of the Holder's pro rata portion of the total outstanding Debentures issued pursuant to the Purchase Agreement multiplied by (ii) twenty-five percent (25%) of (A) the average daily trading volume for the twenty (20) Trading Days preceding the date of the Mandatory Conversion Notice multiplied by (B) the VWAP for the twenty (20) Trading Days preceding the date of the Mandatory Conversion Notice; (e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer no Fundamental Change has occurred since the Issue Date and the Company has no knowledge that a Fundamental Change may be announced by the Company or otherwise within ten (10) Trading Days after the date of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date.Mandatory Conversion Notice; (f) The Administrative Agent delivery of certificates for such shares of Common Stock shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to be delivered in the Credit Parties, an opinion same manner and in form and substance reasonably satisfactory to the Administrative Agent addressed to same required time as provided under Section 1.4 herein treating the Administrative Agent, third (3rd) Trading Date after the Collateral Agent and each date of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein Mandatory Conversion Notice as the Administrative Agent may reasonably request.date of delivery of a Notice of Conversion; (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel a Mandatory Conversion Notice must be given to all Holders of the Debentures issued pursuant to the Dutch Credit Parties, an opinion Purchase Agreement pro rata among the Holders in form and substance reasonably satisfactory to accordance with the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each then-outstanding principal amount of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request.Debentures; and (h) The Administrative Agent the Company shall have received not previously effected a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificateMandatory Conversion under this Article VII. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This Amendment 6.1 Conditions to Each Party's Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall become effective on be subject to the date on which fulfillment at or prior to the Closing Date of each of the following conditions precedent have been satisfied or (unless waived (by each of the date on which such conditions shall have been so satisfied or waived, parties hereto in accordance with the “Amendment Effective Date”provisions of Section 7.3 hereof): (a) The Administrative Agent This Agreement and the Merger and other transactions contemplated hereby shall have received a counterpart of this Amendment, executed been approved and delivered adopted by the Credit Parties, requisite vote of the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline LenderStockholders. (b) All fees required to be paid The waiting period applicable to the Administrative Agent and consummation of the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to Merger under the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date HSR Act shall have expired or been paidterminated. (c) Each No preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the Merger or materially changes the terms or conditions of this Agreement shall have been issued and remain in effect. In the event any such order or injunction shall have been issued, each party agrees to use its reasonable efforts to have any such injunction lifted. (d) The Form S-4 shall have been declared effective by the SEC and shall be effective at the Effective Time, and no stop order suspending the effectiveness of the Form S-4 shall have been issued, no action, suit, proceeding or investigation by the SEC to suspend the effectiveness thereof shall have been initiated and be continuing, and all necessary approvals under state securities laws relating to the issuance or trading of the Watsxx Xxxmon Stock to be issued to the Stockholders in connection with the Merger shall have been received. (e) All material consents, authorizations, orders and approvals of (or filings or registrations with) any governmental commission, board or other regulatory body required in connection with the execution, delivery and performance of this Agreement shall have been obtained or made, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time. (f) The Watsxx Xxxmon Stock to be issued to the Stockholders in connection with the Merger shall have been authorized for trading on the New York Stock Exchange subject only to official notice of issuance. (g) Watsxx xxxll have received the opinion of Price Waterhouse LLP, dated the Closing Date, to the effect that the Merger will be treated as a "pooling of interests" for accounting purposes. (h) The Company shall have received from Ernst & Young, LLP a letter, dated the Closing Date, indicating that the Company has not taken any action that would preclude it from entering into a transaction that would be treated as a "pooling of interests" for accounting purposes. 6.2 Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following conditions (unless waived by the Company in accordance with the provisions of Section 7.3 hereof): (a) Watsxx xxxll have performed, in all material respects, all of its agreements contained herein that are required to be performed by Watsxx xx or prior to the Closing Date, and the Company shall have received a certificate of an executive officer of Watsxx, xxted the Closing Date, certifying to such effect. (b) As of the date hereof, the representations and warranties made by the Credit Parties of Watsxx xxx Watsxx Xxx contained in or pursuant to the Credit this Agreement or in or pursuant to the other Credit Documents shall be true and correct correct, in all material respects (except that any representation or to the extent representations or warranties contain materiality modifiers, true and warranty that is qualified or subject correct as modified), and the Company shall have received a certificate of an executive officer of Watsxx xxx Watsxx Xxx, dated as of the Closing Date, certifying to “materiality”such effect. As of the Closing Date, “Material Adverse Effect” or similar language the representations and warranties of Watsxx xxx Watsxx Xxx contained in this Agreement shall be true and correct in all respects) on correct, except as would not reasonably be expected to have a Watsxx Xxxerial Adverse Effect, and the Company shall have received a certificate of an executive officer of Watsxx xxx Watsxx Xxx, dated as of the Amendment Effective Date as if made on Closing Date, certifying to such effect. (c) The Company shall have received from Watsxx xxxtified copies of the resolutions of Watsxx'x xxx Watsxx Xxx's Boards of Directors and as from the sole stockholder of such date except for such representations Watsxx Xxx approving and warranties expressly stated to be made as of an earlier date (in which case such representations adopting this Agreement, the Watsxx Xxxillary Documents and warranties shall be true the transactions contemplated hereby and correct in all material respects as of such earlier date)thereby. (d) No Default or Event The Company shall have received the opinion of Default shall exist on the Amendment Effective DateD'Anxxxx & Xflaxx xxxering customary opinions in a form reasonably acceptable to Watsxx xxx its counsel. (e) The Administrative Agent Company shall have received an officer’s certificate from an Authorized Officer the opinion of D'Anxxxx & Xflaxx, xxunsel to Watsxx, xxted the Closing Date, to the effect that the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code, and that the Company and dated as Watsxx xxxl each be a party to that reorganization within the meaning of the Amendment Effective Date, certifying that each condition set forth in Sections 3(cSection 368(b) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.the

Conditions. This Amendment shall become be effective on as of the date on which Effective Date once all of the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waiveddelivered to Agent, the “Amendment Effective Date”):in each case in form and substance satisfactory to Agent: (a) The Administrative this Amendment executed by Borrower, Guarantors, Agent shall have received a counterpart of this Amendment, executed and delivered by at least the Credit Parties, the Administrative Agent, the Supermajority Required Lenders, each Incremental Lender and the Swingline Lender.; (b) All fees required an Officer’s Certificate from each of Borrower and each Guarantor certifying as to be paid incumbency of officers, that since the date of the certificate delivered to the Administrative Agent and the Lenders in connection herewithwith the closing of the Credit Agreement except for Borrower’s bylaws that are attached to its Officer’s Certificate and LandTel Communications, accrued reasonable L.L.C.’s articles of organization attached to its Officer’s Certificate under this Section 2(b), no changes to its certificate of incorporation (or equivalent thereof) and documented out-of-pocket costs its bylaws (or equivalent thereof), and expenses that the resolutions adopted in connection with the closing of the Credit Agreement have not been amended, rescinded or revoked (including, other than with respect to officer appointments made subsequent to the extent invoiced in advanceClosing Date, reasonable legal fees and out-of-pocket expenses of counselif applicable) and other compensation due remain in full force and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid.effect; (c) Each Certificates of the representations Existence and warranties made by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents shall be true Good Standing of Borrower and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as each Guarantor from its respective jurisdiction of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).incorporation; (d) No Default or Event of Default shall exist on the Amendment Effective Date. (e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & XxxxxxBorrower, P.C.for the account of each Lender that executes and delivers a signature page hereto to Agent by noon (CST) on or before February 23, special New York counsel 2016 (each such Lender, a “Consenting Lender”, and collectively, the “Consenting Lenders”), an amendment fee in an aggregate amount equal to $100,000 to be allocated to the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Consenting Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received on a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. pro rata basis among (i) The Administrative the aggregate Revolving Commitments of such Consenting Lender and (ii) the outstanding principal amount of the Term Loans held by such Consenting Lender; and (e) such other documents as Agent shall have received a good standing certificate (or equivalent) for the Companymay request.

Conditions. This Amendment Such Alterations shall become effective on be subject to Landlord's prior written consent, which shall not be unreasonably withheld, conditioned or delayed, of Tenant's plans, as well as all of the date on which terms, covenants and conditions of this Lease, provided and upon the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”): that: (a) The Administrative Agent shall have received a counterpart the Alterations are not visible from the outside of this Amendment, executed and delivered by the Credit Parties, the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lender. Premises; (b) All fees required the Alterations are non-structural and do not impair the strength of the building in which the Premises are located; (c) before proceeding with any Alterations, Tenant shall submit to Landlord, for Landlord's approval, plans and specifications for the work to be paid done, and Tenant shall not proceed with such work until it obtains Landlord's approval, which shall not be unreasonably withheld, conditioned or delayed; (d) Tenant shall pay to Landlord upon demand the Administrative Agent and the Lenders in connection herewithreasonable direct, accrued reasonable and documented out-of-pocket costs and expenses (actually incurred by Landlord for independent third parties in reviewing Tenant's plans and specifications and inspecting the Alterations to determine whether they are being performed in accordance with the approved plans and specifications and in compliance with law, including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agentwithout limitation, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid. (c) Each fees of the representations and warranties made any architect, engineer employed by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of such date except Landlord for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (d) No Default or Event of Default shall exist on the Amendment Effective Date. purpose; (e) The Administrative Agent before proceeding with any Alterations which are reasonably estimated to cost more than $25,000 Tenant shall have received an officer’s certificate from an Authorized Officer comply with the requirements of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. Article 6 hereof; (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxnot less than fifteen (15) days, P.C., special New York counsel nor more than twenty (20) days prior to the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each commencement of the Lenders and dated Alterations, Tenant shall notify Landlord of the Amendment Effective Date covering such matters incident to work commencement date, in order that Landlord may post notices of nonresponsibility about the transactions contemplated herein as the Administrative Agent may reasonably request. Premises; (g) The Administrative Agent Tenant shall have received from DLA Piper Nederland N.V., special Dutch counsel deliver to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each Landlord one (1) set of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. "as-built" plans; (h) The Administrative Agent all such Alterations shall have received a certificate from each Credit Partybe compatible with existing structures, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (orincluding without limitation, with respect to Tesla B.V.all lighting, its directors)electrical, andplumbing, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, heating and HVAC systems in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate.Club Facility; and (i) The Administrative Agent Tenant shall have received a good standing certificate (or equivalent) for fully and promptly comply with and observe the Companyreasonable rules and regulations of Landlord then in force with respect to the making of Alterations.

Conditions. This Amendment shall become effective on the date on which the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”): (a) The Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by the Credit Parties, the Administrative Agent, the Supermajority Lenders, each Incremental Lender Agent and the Swingline LenderRequired Lenders. (b) All fees required to be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders Agent and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid. (c) Each of the representations and warranties made by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (d) No Default or Event of Default shall exist on the Amendment Effective Date. (e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This Amendment Agreement shall become effective on as of the first date on which (the “Fifth Amendment Effective Date”) when each of the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”):satisfied: (a) The (determined before giving effect to the replacement of any Non-Consenting Term B-1 Lenders) and each Lender holding Term B-1 Loans (after giving effect to the replacement of any Non-Consenting Term B-1 Lenders), in each case, (i) a Consent signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent shall have received (which may include facsimile or electronic transmission of a counterpart signed signature page of this Amendment, executed Agreement) that such party has signed a Consent and delivered by (y) from the Credit Parties, Borrower and the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lender.an executed counterpart to this Agreement; (b) All the representations and warranties set forth in Section 5 above shall be true and correct; (c) any fees required to be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (includingincluding reasonable fees, to the extent invoiced in advance, reasonable legal fees charges and out-of-pocket expenses disbursements of counselXxxxxx Xxxxxx & Xxxxxxx LLP) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid. (c) Each of the representations and warranties made owing by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (d) No Default or Event of Default shall exist on the Amendment Effective Date. (e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory Borrower to the Administrative Agent addressed and JPMCB pursuant to this Agreement or any letter agreement entered into in connection with this Agreement and invoiced at least three (3) Business Days prior to the Administrative Agent, the Collateral Agent and each date hereof shall have been paid in full; (i) all Obligations of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, Borrower with respect to Tesla B.V.the Term B Loans owing to any Non-Consenting Term B Lender being replaced pursuant to Section 3 shall be paid in full to such Non-Consenting Term B Lender concurrently with the assignment described in Section 3, its directors(ii) all Obligations of the Borrower with respect to the Term B Loans owing to any Assigning Consenting Term B Lender shall be paid in full to such Assigning Consenting Term B Lender concurrently with the assignment described in Section 4(c)(i), and(iii) all Obligations of the Borrower with respect to the Cashless Consenting Term B Lender Assigned Amount owing to any Cashless Consenting Term B Lender pursuant to a Cashless Consenting Term B Lender Assignment contemplated by Section 4(e) shall be paid in full to such Cashless Consenting Term B Lender concurrently with the assignment described in Section 4(e) and (iv) the Replacement Term B Lender shall pay to each such Non-Consenting Term B Lender, if signed by each such Assigning Consenting Term B Lender and each such Cashless Consenting Term B Lender an Authorized Officer of such Credit Party, attested amount equal to by another Authorized Officer of such Credit Party, (x) in the form case of Exhibit E-2 to any Non-Consenting Term B Lender and any Assigning Consenting Term B Lender, the Credit Agreement (principal amount of the Term B Loans held by such Non-Consenting Term B Lender or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party)Assigning Consenting Term B Lender, as applicable, in each case, plus accrued and unpaid interest thereon, and (y) in the case of any Cashless Consenting Term B Lender, the Cashless Consenting Term B Lender Assigned Amount of such Credit Party Cashless Consenting Term B Lender, in each case, plus accrued and the resolutions of such Credit Party referred to in such certificate.unpaid interest thereon; and (i) The Administrative Agent all Obligations of the Borrower with respect to the Term B-1 Loans owing to any Non-Consenting Term B-1 Lender being replaced pursuant to Section 3 shall have received be paid in full to such Non-Consenting Term B-1 Lender concurrently with the assignment described in Section 3, (ii) all Obligations of the Borrower with respect to the Term B-1 Loans owing to any Assigning Consenting Term B-1 Lender shall be paid in full to such Assigning Consenting Term B-1 Lender concurrently with the assignment described in Section 4(d)(i), (iii) all Obligations of the Borrower with respect to the Cashless Consenting Term B-1 Lender Assigned Amount owing to any Cashless Consenting Term B-1 Lender pursuant to a good standing certificate Cashless Consenting Term B-1 Lender Assignment contemplated by Section 4(f) shall be paid in full to such Cashless Consenting Term B-1 Lender concurrently with the assignment described in Section 4(f) and (iv) the Replacement Term B-1 Lender shall pay to each such Non-Consenting Term B-1 Lender, each such Assigning Consenting Term B-1 Lender and each such Cashless Consenting Term B-1 Lender an amount equal to (x) in the case of any Non-Consenting Term B-1 Lender and any Assigning Consenting Term B-1 Lender, the principal amount of the Term B-1 Loans held by such Non-Consenting Term B-1 Lender or equivalentsuch Assigning Consenting Term B-1 Lender, as applicable, in each case, plus accrued and unpaid interest thereon, and (y) for in the Companycase of any Cashless Consenting Term B-1 Lender, the Cashless Consenting Term B-1 Lender Assigned Amount of such Cashless Consenting Term B-1 Lender, in each case, plus accrued and unpaid interest thereon.

Conditions. This The effectiveness of this Amendment shall become effective on is subject to the date on which satisfaction of the following conditions precedent have been satisfied or waived (the date on which all such conditions shall have been so are satisfied or and/or waived, the “Amendment Effective Date”): (a) The 2.1. the Administrative Agent (or its counsel) shall have received a duly executed and delivered counterpart of this Amendment, Amendment signed by each Borrower and each other Loan Party party hereto; 2.2. this Amendment shall have been executed and delivered by the Credit Parties, Administrative Agent and Lenders constituting the Administrative Agent, Required Lenders; 2.3. the Supermajority Lenders, each Incremental Lender and the Swingline Lender. (b) All fees required to be paid Borrowers shall have delivered to the Administrative Agent (i) a true, complete and correct executed copy of an agreement effecting the Lenders purchase by DMP (as defined in connection herewithSection 1.1(b) above), accrued reasonable directly or indirectly, of all of the issued and documented out-of-pocket costs outstanding Equity Interests in the General Partner (such transaction, the “Change of Control Transaction”), and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counselii) and other compensation due and payable evidence reasonably satisfactory to the Administrative AgentAgent that the Change of Control Transaction will, concurrently with the Lenders and the Incremental Lenders on or prior effectiveness hereof, be consummated pursuant to the Amendment Effective Date shall have been paid.terms of such agreement; (c) Each of 2.4. the representations and warranties made by in Section 3 hereof and in the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Loan Documents shall be true and correct in all material respects (except that any such representation and or warranty that is qualified or subject as to “materiality”, ,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to such qualification) in all respects) on , and as of except to the Amendment Effective Date as if made on and as of such date except for extent that such representations and or warranties expressly stated relate to be made as of an earlier date (date, in which case such representations and warranties representation or warranty shall be true and correct in all material respects as of such earlier date).; (d) No 2.5. at the time of and immediately after giving effect to the effectiveness of this Amendment, no Default or Event of Default shall exist on have occurred or be continuing; 2.6. if either Borrower is a “legal entity customer”, as defined in the Amendment Effective Date. (e) The Administrative Agent Beneficial Ownership Regulation, the Borrower shall have received an officer’s certificate from an Authorized Officer of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion furnished a Beneficial Ownership Certification in form and substance reasonably satisfactory to the Administrative Agent addressed Amendment Arranger (as defined below); 2.7. the Borrowers shall have paid to Citizens, as lead arranger of the Administrative Agentamendments contemplated hereby (the “Amendment Arranger”), the Collateral Agent and each of the Lenders and dated the executing this Amendment Effective Date covering such matters incident on or prior to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer such arrangement and consent fees as Citizens and such Lenders shall have agreed with the Borrowers; and 2.8. the Borrowers shall have paid all reasonable and documented out-of-pocket legal fees and expenses of such Credit Party the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment, and for which it has received invoices at least one (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 1) Business Day prior to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificatedate Amendment Effective Date. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This Second Amendment shall become effective on and each 2019 Incremental Revolving Lender shall be required to make its 2019 Incremental Revolving Credit Commitment available to the Borrower, and such 2019 Incremental Revolving Credit Commitments shall become effective, immediately upon the satisfaction of the following conditions (the date on which the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waivedare satisfied, the “Second Amendment Effective Date”): (a) The Administrative Agent (or its counsel) shall have received a duly executed counterpart of this Amendment, executed and delivered by the Credit Parties, Second Amendment from the Administrative Agent, the Supermajority 2019 Incremental Revolving Lenders, each Incremental Lender the Loan Parties and the Swingline LenderIssuing Banks. (b) All fees required to be The Borrower shall have paid (i) all reasonable and documented expenses and other compensation payable to the Administrative Agent pursuant to Section 9.03(a) of the Credit Agreement and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or at least three Business Days prior to the Second Amendment Effective Date shall have been paid.Date, and (ii) the Commitment Fee under and as defined in the Fee Letter, dated as of August 28, 2019, between Xxxxxxx Xxxxx, Credit Suisse and the Borrower; (c) Each The Administrative Agent shall have received (i) a certificate of the Borrower, dated the Second Amendment Effective Date, executed by a Responsible Officer thereof, which shall (A) certify that (w) attached thereto is a true and complete copy of the certificate or articles of incorporation, formation or organization of the Borrower, certified by the relevant authority of its jurisdiction of organization, (x) the certificate or articles of incorporation, formation or organization of the Borrower attached thereto has not been amended (except as attached thereto) since the date reflected thereon, (y) attached thereto is a true and correct copy of the by-laws or operating, management, partnership or similar agreement of the Borrower, together with all amendments thereto as of the Second Amendment Effective Date and such by-laws or operating, management, partnership or similar agreement are in full force and effect and (z) attached thereto is a true and complete copy of the resolutions or written consent, as applicable, of its applicable governing body authorizing the execution and delivery of this Second Amendment and the Transactions, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, and (B) identify by name and title and bear the signatures of the officers, managers, directors or other authorized signatories of the Borrower who are authorized to sign the Loan Documents to which the Borrower is a party on the Second Amendment Effective Date, and (ii) a good standing certificate for the Borrower and each Loan Guarantor organized under the laws of Delaware and New York from the Secretary of State of the jurisdiction in which they are organized; (d) The Administrative Agent shall have received a certificate dated the Second Amendment Effective Date, executed by a Responsible Officer of the Borrower certifying: (i) as to the satisfaction of the condition set forth in clause (f) of this Section 4; (ii) that each of the representations and warranties made by of the Credit Loan Parties and each Lighthouse Common Equity Holder contained in or pursuant to Article 3 of the Credit Agreement or in or pursuant to and the other Credit Loan Documents shall be are true and correct in all material respects (except on and as of the Second Amendment Effective Date; provided that to the extent that any representation and warranty specifically refers to a given date or period, they are true and correct in all material respects as of such date or for such period; provided, however, that any representation and warranty that is qualified or subject as to “materiality”, ,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respectsrespects on such respective dates or for such periods; and (iii) on and as that the aggregate principal amount of the 2019 Incremental Revolving Credit Commitments made on the Second Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (d) No Default or Event of Default shall exist on does not exceed the Amendment Effective DateIncremental Cap. (e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer a customary written opinion of Weil, Gotshal & Xxxxxx LLP, special counsel for the Borrower and each other Loan Party dated the Second Amendment Effective Date and addressed to the Administrative Agent and the 2019 Incremental Revolving Lenders; (f) At the time of and immediately after giving effect to this Second Amendment and the making of the Company and dated as 2019 Incremental Revolving Credit Commitments, no Event of Default exists or will result therefrom; and (g) At least three Business Days prior to the Second Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and if the Borrower qualifies as of a “legal entity customer” under 31 C.F.R. § 1010.230, then, to the extent reasonably requested by the 2019 Incremental Revolving Lenders at least five Business Days prior to the Second Amendment Effective Date. (f) The Administrative Agent , the Borrower shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory deliver to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably requesta certification regarding its beneficial ownership (a “Beneficial Ownership Certification”). (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This Amendment Agreement shall become effective on the date on which the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”): (a) The Administrative Agent shall have received a counterpart of this AmendmentAgreement, executed and delivered by (i) a duly authorized officer of the Credit Parties, Borrower and (ii) the Administrative Agent, the Supermajority Required Lenders, each Incremental Lender and the Swingline Lender. (b) All fees required to be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders Agent and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid. (c) Each of the representations and warranties made by the Credit Loan Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Loan Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (d) No Default or Event of Default shall exist on the Amendment Effective Date. (e) The Administrative Agent shall have received an officer’s certificate from an Authorized a Responsible Officer of the Company Borrower and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This Amendment shall become effective on Bank's obligations under the date on which Agreement, as hereby amended, are subject to the following conditions precedent have been satisfied or waived (the date on which such conditions conditions: 1. Bank and Borrowers shall have been so satisfied or waived, the “Amendment Effective Date”): (a) The Administrative Agent shall have received a counterpart of this Amendment, executed and delivered this Amendment. 2. Borrowers shall have paid Bank an amendment fee in the amount of $25,000.00.\ 3. Borrowers shall have executed and delivered such mortgages or deeds of trust as are necessary, in Bank's discretion, to mortgage to Bank 100% of all of Borrowers' Oil and Gas Properties given value by Bank in the Borrowing Base as well as any interest of any Borrower in properties currently being developed either (i) through the joint venture agreement with Penn-Virginia Oil and Gas Corporation or (ii) with proceeds from Borrowers' recently completed subordinated debt issue. 4. Borrowers shall, or will from time to time, have executed such additional mortgages, deeds of trust, financing statement and such other documents as are deemed necessary by Bank in order to perfect a lien in favor of Bank in and to those Oil and Gas Properties necessary to achieve the percentages required by the Credit Parties, the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lendercovenants set forth herein. (b) All fees required to be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid. (c) 5. Each of the Borrower's representations and warranties made by the Credit Parties set forth in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents Section B hereof shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date date hereof, and the date of any subsequent advance with the same effect as if made though such representation and warranty had been on and as of such date. 6. Each Borrower shall have delivered copies of any amendments to each such Borrower's Articles of Incorporation and/or Certificate of Incorporation and all amendments to each such Borrower's by laws occurring subsequent to the date except for of the Original Agreement accompanied by a certificate issued by the secretary or an assistant secretary of the Borrowers, to the effect that each such representations copy is correct and warranties expressly stated complete or a certificate that no such amendments have occurred; 7. Each Borrower shall have delivered a current certificate of incumbency and signature of all of each Borrower's officers who are authorized to execute Loan Documents on behalf of such Borrower, executed by the secretary or an assistant secretary of such Borrower; 8. Each Borrower shall have delivered copies of corporate resolutions approving this Sixth Amendment, the Replacement Note and any other documents required by Bank to be made as executed by each Borrower authorizing the transactions contemplated herein and therein, duly adopted by the board of directors of each of the Borrowers, accompanied by a certificate of the respective secretary or an earlier date (in which case assistant secretary of each Borrower, to the effect that such representations and warranties shall be copies are true and correct copies of resolutions duly adopted at a meeting or by unanimous consent of the board of directors of each Borrower and that such resolutions constitute all the resolutions adopted with respect to such transactions, have not been amended, modified, or revoked in all material respects any respect, and are in full force and effect as of the date of such earlier date)certificate; 9. Borrowers shall have satisfied all conditions set forth in the Agreement. (d) No 10. As of the date hereof, and the date of any subsequent Advance, no Event of Default nor any event which, with the giving of notice or lapse of time, would constitute an Event of Default shall exist on the Amendment Effective Datehave occurred and be continuing. (e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This Amendment If Borrower shall become effective on have exercised the date on which First Option to Extend and the Original Maturity Date of the Note shall have been extended in accordance with the terms and provisions of this Agreement, Borrower shall have the option to further extend the term of the Loan to the April 1, 2013 (the “Second Extended Maturity Date”), upon satisfaction of each of the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”):precedent: (ai) The Borrower shall provide Administrative Agent shall have received a counterpart with written notice of this Amendment, executed and delivered by Borrower’s request to exercise the Credit Parties, the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lender. Second Option to Extend not more than ninety (b90) All fees required to be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses days but not less than thirty (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel30) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or days prior to the Amendment Effective Date shall have been paid.First Extended Maturity Date; and (cii) Each As of the representations and warranties made by date of Borrower’s delivery of notice of request to exercise the Credit Parties in or pursuant Second Option to the Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”Extend, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on First Extended Maturity Date, no Default shall have occurred and as be continuing, and no event or condition which, with the giving of notice or the passage of time or both, would constitute a Default shall have occurred and be continuing, and Borrower shall so certify in writing; and (iii) Borrower shall execute or cause the execution of all documents reasonably required by Administrative Agent to exercise the Second Option to Extend (including, without limitation, an amendment to the Deed of Trust) and shall deliver to Administrative Agent, at Borrower’s sole cost and expense, such date except for such representations and warranties expressly stated to be made as of an earlier date title insurance endorsements reasonably required by Administrative Agent; and (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date)iv) Intentionally Deleted. (dv) No Default There shall have occurred no material adverse change, as determined by Administrative Agent in its sole discretion, in the financial condition of Borrower, any Guarantor, or Event any indemnitor from that which existed as of Default shall exist on the Amendment later of: (A) the Effective Date.; or (B) the date upon which the financial condition of such party was first represented to Administrative Agent; and (evi) On or before the First Extended Maturity Date, Borrower shall pay to Administrative Agent for the ratable benefit of Lenders an extension fee in the amount of TEN THOUSAND AND NO/100THS DOLLARS ($10,000.00); and (vii) The Improvements shall be 100% complete and Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel endorsement to the Credit Parties, an opinion Title Policy (forms 110.5 or other form designated by Administrative Agent) in form and substance reasonably content satisfactory to Administrative Agent; and (viii) Borrower shall have maintained a Constant Carried Ratio as defined above, (tested every six months), equal to no less than ten percent (10%) during the Administrative Agent addressed first option to extend period; and (ix) As of the First Extended Maturity Date, all representations and warranties herein and in all other Loan Documents relating to the Administrative AgentGuarantors, the Collateral Agent are and each remain true and correct; which representations and warranties shall survive execution of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion any documents required in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directorsparagraph 2.12(a)(iii), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificateherein. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This The effectiveness of Article 2 of this Amendment shall become effective on is subject to the date on which satisfaction of the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”):precedent: (a) The Administrative Agent Lender shall have received a counterpart all of the following, each dated (unless otherwise indicated) the date of this Amendment, in form and substance satisfactory to Lender: (i) this Amendment, duly executed by Borrower and delivered Lender; (ii) Borrower’s good standing certificates in Borrower’s jurisdiction of organization and each other jurisdiction where Borrower is qualified to do business; (iii) the General Partner’s and UMT Services’ good standing certificates in the General Partner’s and UMT Services’ jurisdiction of organization and each other jurisdiction where the General Partner and UMT Services are qualified to do business; (iv) UCC search results against Borrower from its jurisdiction of organization; (v) payment by Borrower to Lender of all fees (including the Credit Partiesfee required by Section 3.2 below), costs, and expenses owed to and/or incurred by Lender in connection with the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lender.Loan Agreement or this Amendment; (b) All fees required to be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date Lender shall have been paid.received such additional documentation and information as Lender or his legal counsel, Hunton & Wxxxxxxx LLP, may request; (c) Each of the The representations and warranties made by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents shall be true contained herein and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”other Loan Documents, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties amended hereby, shall be true and correct in all material respects as of the date hereof as if made on the date hereof, except for such earlier representations and warranties limited by their terms to a specific date).; (d) No Default or Event of Default shall exist on the Amendment Effective Date.have occurred and be continuing; and (e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth All proceedings taken in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to connection with the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent by this Amendment and all documentation and other legal matters incident thereto shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably be satisfactory to the Administrative Agent addressed to the Administrative AgentLender and his legal counsel, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably requestHunton & Wxxxxxxx LLP. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This Amendment shall become be effective on the date on which once each of the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”):delivered to Lender: (a) The Administrative Agent shall have received a counterpart of this Amendment, Amendment executed by Borrower and delivered by the Credit Parties, the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lender.; (b) All fees required to be paid to the Administrative Agent Guarantors’ Consent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid.Agreement; (c) Each Officer’s Certificate from Borrower certifying as to incumbency of officers, specimen signatures, no changes to its articles of incorporation and bylaws since the date of the representations and warranties made by Certificate delivered in connection with the closing of the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to Agreement, and resolutions adopted by its Board of Directors authorizing its execution of this Amendment and the other Credit Documents shall be true and correct documents required in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).connection herewith; (d) No Default or Event Borrower shall have paid, and Lender shall have received, an amendment fee in the amount of Default shall exist on the Amendment Effective Date.$30,000 in immediately available funds; (e) The Administrative Agent Borrower shall have received an officer’s certificate from an Authorized Officer paid, and Lender shall have received, full payment of all of its costs and expenses incurred in connection with this Amendment, including the Company fees and dated as expenses of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date.its legal counsel; (f) The Administrative Agent Borrower shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel delivered to Lender fully executed copies of the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative AgentSecurities Purchase Agreement, the Collateral Agent Contribution Agreement, and each the Amended and Restated Limited Liability Company Agreement of the Lenders and CFT dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request.December 31, 2010; (g) The Administrative Agent Borrower shall have received from DLA Piper Nederland N.V., special Dutch counsel delivered to Lender a fully executed management contract between Borrower and CFT under which CFT is obligated to pay to Borrower a management fee which is projected to be an amount equal to $1,200,000 for the Dutch Credit Parties, an opinion in form first year of such contract and substance reasonably satisfactory to $900,000 for each year thereafter and which has a guaranteed minimum fee of $525,000 for the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each first year of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request.contract; (h) The Administrative Agent shall have received a certificate from each Credit PartyStock Sale, dated the Amendment Effective DateAsset Contribution, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate.Cash Investment shall each have been consummated; (i) The Administrative Agent No material adverse change shall have received a good standing certificate occurred (as determined by Lender in its sole discretion) (i) in the operations, business, properties, liabilities (actual or equivalentcontingent), or condition (financial or otherwise) for of any Company as represented in the Current Financials in respect of such Company, or (ii) in the structure or in the financial or economic terms of the transactions contemplated by the Contribution Agreement or the Securities Purchase Agreement; and (j) such other documents and items as Lender may reasonably request.

Conditions. This Amendment The increased or new Commitments shall become effective effective, as of such Facilities Increase Date; PROVIDED that: (i) each of the conditions set forth in SECTION 3.2 shall be satisfied; (ii) no Default or Event of Default shall have occurred and be continuing or would result from the Borrowings to be made on the date Facilities Increase Date; (iii) on which a Pro Forma Basis after giving PRO FORMA effect to the following conditions precedent have been satisfied or waived borrowings to be made on the Facilities Increase Date and the use of proceeds thereof (including any change in Consolidated EBITDA and any increase in Indebtedness resulting from the consummation of any Permitted Acquisition concurrently with such borrowings) as of the date on which of the most recent Financial Statements delivered pursuant to Section 6.1(A) or (B), Borrower shall be in compliance with each of the covenants set forth in ARTICLE V; (iv) Borrower shall make any payments required pursuant to SECTION 2.14(D) in connection with any adjustment of Revolving Loans pursuant to clause (d) below; (v) Borrower and Co-Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such conditions transaction, and the Administrative Agent shall be reasonably satisfied with the terms and documentation of the Facilities Increase; and (vi) there shall have been so satisfied or waived, the “Amendment Effective Date”): (a) The Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by the Credit Parties, paid to the Administrative Agent, for the Supermajority Lenders, each Incremental Lender and the Swingline Lender. (b) All fees required to be paid to account of the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid. (c) Each of the representations and warranties made by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that including any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and Person becoming a Lender as of the Amendment Effective Date as if made on and as part of such date except for Facilities Increase on such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (d) No Default or Event of Default shall exist on the Amendment Effective Facilities Increase Date. (e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, all reasonable and documented fees and expenses (including reasonable and documented fees and expenses of counsel) due and payable on or before the Facilities Increase Date (including all such Credit Party and fees described in the resolutions of such Credit Party referred to in such certificateFee Letters). (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This The effectiveness of this Amendment shall become effective on is ---------- conditioned by the date on which satisfaction of each of the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”):precedent: (a) The Administrative Agent shall have received a counterpart Concurrently with its execution of this Amendment, executed and delivered by Borrower shall pay an amendment fee to Bank of America in the Credit Parties, amount set forth in the Administrative Agent, letter agreement referred to in the Supermajority Lenders, each Incremental Lender and the Swingline Lender.preceding paragraph; (b) All fees required Concurrently herewith Borrower and each Guarantor shall enter into (i) Security Agreements (including, without limitation, each of the Deposit Account Control Agreements referred to be paid therein) in form and substance acceptable to the Administrative Agent and in form sufficient to permit filing with the Lenders United States Patent and Trademark Office, and (ii) collateral assignments of its life insurance policies (other than (x) such policies as are held in connection herewithtrust and, accrued reasonable and documented out-of-pocket costs and expenses (including, pursuant to the extent invoiced terms of such trust, are not permitted to be collaterally assigned and (y) such policies as are currently scheduled to be transferred to a trust and are so transferred on or prior to July 1, 2002, each of which is listed on Annex II attached hereto), in advance, reasonable legal fees form and out-of-pocket expenses of counsel) and other compensation due and payable substance acceptable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid. (c) Each of the representations and warranties made by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents which Borrower and Guarantor shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (d) No Default or Event of Default shall exist on the Amendment Effective Date. (e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed grant to the Administrative Agent, for the Collateral Agent benefit of the Lenders, first priority perfected Liens in substantially all of their respective personal property assets (including without limitation their intellectual property); (c) Borrower and each Guarantor shall have delivered certified copies of (i) resolutions authorizing the execution, delivery and performance of the Lenders instruments, documents and dated the Amendment Effective Date covering agreements contemplated hereby, and (ii) such matters incident to the transactions contemplated herein good standing certificates and other documents as the Administrative Agent may reasonably request.; and (gd) The Administrative Agent Korn/Ferry International Futurestep, Inc. shall have received from DLA Piper Nederland N.V.countersigned this Amendment. To the extent that any of the foregoing conditions have not been satisfied as of February 28, special Dutch counsel 2002, Bank of America may elect to treat this Amendment as effective and such unsatisfied conditions as conditions subsequent, and the Dutch Credit PartiesBorrower shall cause each such condition subsequent to be completed within five Business Days (the failure of any such conditions subsequent constituting an Event of Default hereunder); provided, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agenthowever, the Collateral Agent and that (a) each of the Lenders Deposit -------- ------- Account Control Agreements referred to above and dated (b) the Amendment Effective Date covering such matters incident to execution and delivery of the transactions contemplated herein as insurer consents and the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer performance of such Credit Party (or, other acts as shall be required to provide the Lenders with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, a perfected security interest in the form of Exhibit E-2 to the Credit Agreement (or such other form above-referenced insurance policies, shall be delivered and/or duly performed and completed as soon as reasonably acceptable to the Administrative Agent) with appropriate insertionspracticable, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party)but in no event, as applicablelater than March 31, of such Credit Party and the resolutions of such Credit Party referred to in such certificate2002. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. (a) This Amendment shall become effective on the date (such date, if any, the “Execution Date”) the Administrative Agent (or its counsel) shall have received from the Required Lenders, the Borrower and the Loan Parties either (i) a counterpart of this Amendment signed on behalf of such Person or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or pdf transmission of a signed signature page of this Amendment) that such Person has signed a counterpart of this Amendment; provided that Section 1 of this Amendment shall not be operative until each of the following conditions precedent set forth in Section 2(b) have been satisfied or waived satisfied; (b) Section 1 of this Amendment shall, following the Execution Date, become operative on the date on which (such conditions shall have been so satisfied or waiveddate, if any, the “Amendment No. 5 Effective Date”) on which each of the following conditions have been satisfied (provided that if such conditions are not satisfied on or prior to March 28, 2016, this Amendment shall terminate and no longer be in effect): (a1) The the Administrative Agent shall have received a counterpart certificate of an Authorized Officer of the Parent certifying that immediately before and after giving effect to this Amendment, (i) no Default or Event of Default shall have occurred and be continuing and (ii) the representations and warranties (x) of each Loan Party set forth in the Loan Documents and (y) in Section 3 of this Amendment, executed and delivered by the Credit Partiesin each case, the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lender. (b) All fees required to be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid. (c) Each of the representations and warranties made by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents shall be are true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment No. 5 Effective Date as if made on (or in the case of Section 4.24 of the Credit Agreement with respect to Schedules 1.01(e)(A) and 1.01(e)(B), as of the date of the most recent delivery prior to the Amendment No. 5 Effective Date of updated Schedules 1.01(e)(A) and 1.01(e)(B) pursuant to Section 5.01(m) of the Credit Agreement); it being understood that, to the extent that any such date except for such representations representation and warranties expressly stated warranty specifically refers to be made as of an earlier date (in which case such representations and warranties date, it shall be true and correct in all material respects as of such earlier datedate and any such representation and warranty that is qualified as to “materiality,” “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to any such qualification therein).; and (d2) No Default or Event of Default shall exist on the Amendment Effective Date. (e) The Administrative Agent Borrower shall have received an officer’s certificate from an Authorized Officer of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory paid to the Administrative Agent addressed (x) all fees in the amounts previously agreed in writing and in accordance with Section 5 below to be paid on the Administrative AgentAmendment No. 5 Effective Date, including, without limitation, the Collateral Agent arrangement fee as separately agreed to between the Borrower and each Barclays Bank PLC, (y) all reasonable and documented out-of-pocket costs and expenses of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V.including, special Dutch without limitation the fees, charges and disbursements of Cxxxxx Xxxxxx & Rxxxxxx LLP, counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to for the Administrative Agent) incurred in connection with appropriate insertionsthe preparation, together with copies execution and delivery of the certificate or articles of incorporation this Amendment and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent shall have received a good standing certificate (or equivalentz) for the Companyratable account of each Consenting Lender, an amount equal to 1.00% of the outstanding principal amount of such Consenting Lender’s Loans on the Amendment No. 5 Effective Date). The effectiveness of this Amendment (other than Sections 6, 7 and 8 hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section 3 hereof.

Conditions. (a) This First Amendment shall become effective on the date on which the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”): (a) The Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by the Credit Parties, the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lender. (b) All fees required to be paid to when the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of or its counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid. (c) Each of the representations and warranties made by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (d) No Default or Event of Default shall exist on the Amendment Effective Date. (e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and executed counterpart (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance or written evidence reasonably satisfactory to the Administrative Agent addressed to (which may include a facsimile or other electronic transmission) that such party has signed a counterpart) of this First Amendment from the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent2016 Incremental Term Loan Lender, the Collateral Agent Borrower and each of Holdings; provided that the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 amendments to the Credit Agreement contemplated by Section 3 hereof shall only become effective upon the satisfaction (or such other form reasonably acceptable to waiver by the Administrative Agent2016 Incremental Term Loan Lender) with appropriate insertions, together with copies of the certificate or articles conditions set forth in Section 4(b) and the funding of incorporation and by-laws the 2016 Incremental Term Loans. (b) The 2016 Incremental Term Loan Lender shall be required to fund its First Amendment Incremental Commitment when the following conditions shall have been satisfied (or other equivalent organizational documents relating to any Dutch Credit Party)waived by the 2016 Incremental Term Loan Lender) (such date, as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate.“First Amendment Effective Date”): (i) The Administrative Agent shall have received (i) a good standing certificate Borrowing Request (or equivalentanother written request, the form of which is reasonably acceptable to the Administrative Agent) for in respect of the Company.2016 Incremental Term Loans meeting the requirements of Section 2.03 of the Credit Agreement and (ii) a notice of prepayment (in a form reasonably acceptable to the Administrative Agent) in respect of the Revolving Loans to be prepaid with $50,000,000 of the net proceeds of the 2016 Incremental Term Loans meeting the requirements of Section 2.11(a) of the Credit Agreement; (ii) All reasonable and documented expenses and other compensation payable to (i) the Administrative Agent pursuant to Section 9.03(a) of the Credit Agreement and (ii) the 2016 Incremental Term Loan Lender pursuant to that certain Fee Letter dated December 13, 2016 between the 2016 Incremental Term Loan Lender and the Borrower, in each case, shall have been paid (or netted from the proceeds of the 2016 Incremental Term Loans, as applicable) and otherwise invoiced at least three (3) Business Days prior to the First Amendment Effective Date; (iii) Each Guarantor shall have entered into the Guarantor Consent and Reaffirmation attached as Exhibit B hereto (the “Consent”) on the First Amendment Effective Date; (iv) The Administrative Agent shall have received a certificate, dated the First Amendment Effective Date, executed by a Responsible Officer of the Borrower certifying and attaching copies of (i) the resolutions adopted by (x) the Borrower and Holdings and approving and authorizing the execution, delivery and performance of this First Amendment and (y) each Guarantor approving and authorizing the execution, delivery and performance of the Consent, and

Conditions. This Third Amendment shall become effective on and the 2019-1 Incremental Term Loan Lender shall be required to fund its 2019-1 Incremental Term Loan Commitment immediately upon the satisfaction of the following conditions (the date on which the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waivedare satisfied, the “Third Amendment Effective Date”): (a) The Administrative Agent (or its counsel) shall have received a duly executed counterpart of this Amendment, executed and delivered by the Credit Parties, Third Amendment from the Administrative Agent, the Supermajority Lenders, each 2019-1 Incremental Term Loan Lender and the Swingline Lender.Borrower; (b) All fees required The Administrative Agent shall have received (i) a Borrowing Request (or another written request, the form of which is reasonably acceptable to be the Administrative Agent) in respect of the 2019-1 Incremental Term Loans in accordance with Section 2.03 of the Credit Agreement and (ii) a notice (in a form reasonably acceptable to the Administrative Agent) in respect of the Repayment in accordance with Section 2.11(a) of the Credit Agreement; (c) The Borrower shall have paid (i) all reasonable and documented expenses and other compensation payable to the Administrative Agent pursuant to Section 9.03(a) of the Credit Agreement and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or at least three Business Days prior to the Third Amendment Effective Date, and (ii) to the 2019-1 Incremental Term Loan Lender any fees that have been previously agreed in writing between the 2019-1 Incremental Term Loan Lender (or any of its affiliates) and the Borrower (which amounts may be offset against the proceeds of the 2019-1 Incremental Term Loans); (d) The Administrative Agent shall have received (i) a certificate of the Borrower, dated the Third Amendment Effective Date, executed by a Responsible Officer thereof, which shall (A) certify that (w) attached thereto is a true and complete copy of the certificate or articles of incorporation, formation or organization of the Borrower, certified by the relevant authority of its jurisdiction of organization, (x) the certificate or articles of incorporation, formation or organization of the Borrower attached thereto has not been amended (except as attached thereto) since the date reflected thereon, (y) attached thereto is a true and correct copy of the by-laws or operating, management, partnership or similar agreement of the Borrower, together with all amendments thereto as of the Third Amendment Effective Date and such by-laws or operating, management, partnership or similar agreement are in full force and effect and (z) attached thereto is a true and complete copy of the resolutions or written consent, as applicable, of its applicable governing body authorizing the execution and delivery of this Amendment and the Transactions, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, and (B) identify by name and title and bear the signatures of the officers, managers, directors or other authorized signatories of the Borrower who are authorized to sign the Loan Documents to which the Borrower is a party on the Third Amendment Effective Date, and (ii) a good standing certificate for the Borrower and each Loan Guarantor from the Secretary of State of the jurisdiction in which they are organized; (e) The Administrative Agent shall have been paid.received a certificate dated the Third Amendment Effective Date, executed by a Responsible Officer of the Borrower certifying: (ci) Each as to the satisfaction of the condition set forth in clause (g) of this Section; (ii) that each of the representations and warranties made by of the Credit Loan Parties and each Lighthouse Common Equity Holder contained in or pursuant to Article 3 of the Credit Agreement or in or pursuant to and the other Credit Loan Documents shall be are true and correct in all material respects (except on and as of the Third Amendment Effective Date; provided that to the extent that any representation and warranty specifically refers to a given date or period, they are true and correct in all material respects as of such date or for such period; provided, however, that any representation and warranty that is qualified or subject as to “materiality”, ,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respectsrespects on such respective dates or for such periods; and (iii) on and as that the aggregate principal amount of the 2019-1 Incremental Term Loans incurred on the Third Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (d) No Default or Event of Default shall exist on does not exceed the Amendment Effective Date. (e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective DateIncremental Cap. (f) The Administrative Agent shall have received from a customary written opinion of Weil, Gotshal & Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C.LLP, special New York counsel to for the Credit Parties, an opinion in form Borrower and substance reasonably satisfactory each other Loan Party dated the Third Amendment Effective Date and addressed to the Administrative Agent and the 2019-1 Incremental Term Loan Lender dated the Third Amendment Effective Date and addressed to the Administrative Agent, the Collateral Agent 2019-1 Incremental Term Loan Lender and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request.Lenders; (g) The Administrative Agent shall have received from DLA Piper Nederland N.V.At the time of and immediately after giving effect to this Amendment and the incurrence of the 2019-1 Incremental Term Loans, special Dutch counsel no Event of Default exists or will result therefrom; and (h) At least three Business Days prior to the Dutch Credit PartiesThird Amendment Effective Date, an opinion in form and substance if the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230, then, to the extent reasonably satisfactory requested by the 2019-1 Incremental Term Loan Lender at least five Business Days prior to the Third Amendment Effective Date, the Borrower shall deliver to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably requesta certification regarding its beneficial ownership (a “Beneficial Ownership Certification”). (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This Amendment shall become be effective on the date on which that each of the following conditions precedent have been is satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”): (a) The this Amendment is executed by each Borrower, Global Administrative Agent shall have received a counterpart Agent, the Required Lenders, the Funding Agents, the L/C Issuers, and the Swing Line Lenders; (b) an Amendment and Supplement No. 1 to the Security Agency Agreement (the “SAA Amendment”), substantially in the form of Exhibit B hereto, has been executed and delivered by all parties thereto; (c) the representations and warranties in this Amendment are true and correct in all material respects on and as of the date of this Amendment, executed except to the extent that (i) any of them speaks to a different specific date, or (ii) the facts on which any of them was based have been changed by transactions contemplated or permitted by the Credit Agreement; (d) there shall not have been any event or circumstance since the date of the Audited Financial Statements that has had or would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (e) Global Administrative Agent has received such certificates of resolutions or other action from each Loan Party as Global Administrative Agent may reasonably require to evidence the authority of such Loan Party to execute and delivered by deliver this Amendment; (f) Global Administrative Agent has received favorable opinion letters from counsel to the Loan Parties, addressed to the Credit Parties, as to such matters concerning the Loan Parties and this Amendment as Global Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lender.Agent may reasonably request; (bg) All all fees required to be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to before the Amendment Effective Date shall have been paid. (c) Each of the representations and warranties made by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (d) No Default or Event of Default shall exist on the Amendment Effective Date. (e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request.; (h) The Global Administrative Agent shall have has received a certificate from each Credit Party, dated evidence that all “Obligations” (as defined in the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directorsSenior Loan Agreement), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in other than contingent indemnification obligations that will survive the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies termination of the certificate Senior Loan Agreement, have been or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and concurrently with the resolutions of such Credit Party referred to effectiveness hereof will be paid in such certificate.full in cash; (i) The Administrative Agent shall have received a good standing certificate contemporaneously with the execution hereof, the Master Assignments and Assumptions attached hereto as Exhibit C with respect to various assignments under the U.S. Tranche, the Canadian Tranche and the Euro Tranche are duly executed and delivered by all the parties thereto; and (or equivalentj) for the Companyboth before and after giving effect to this Amendment, no Default exists.

Conditions. This Amendment The institution of the Add-On Term Loan shall become effective on the date on which be subject to the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”):conditions: (aI) The Administrative Agent each of the conditions set forth in Section 5.02 shall have received a counterpart of this Amendment, executed and delivered by the Credit Parties, the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lender.be satisfied; (bII) All fees required to be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid. (c) Each of the representations and warranties made by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (d) No no Default or Event of Default shall exist have occurred and be continuing or would result from the Add-On Term Loan made on the Amendment Add-On Term Loan Effective Date., if any; (III) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction; (IV) the Borrower shall deliver (x) for any Mortgage that does not already sufficiently cover the full amount of the Add-On Term Loan, a mortgage amendment sufficient to cover the full amount of the Add-On Term Loan, pursuant to documentation reasonably satisfactory to the Administrative Agent; and (y) the evidence and documents described in clause (e) The Administrative Agent of the definition of “Real Property Security Deliverables” for each Mortgaged Property for each Mortgaged Property; (V) any institution of the Add-On Term Loan shall have received an officer’s certificate from be in a minimum principal amount of $50,000,000 and integral multiples of $10,000,000; (VI) an Authorized Officer of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent Borrower shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory deliver to the Administrative Agent addressed a Compliance Certificate demonstrating that, upon giving effect to the Administrative Agentinstitution of the Add-On Term Loan on a Pro Forma Basis, the Collateral Agent and each Borrower would be in compliance with the Financial Covenants as at the date of the Lenders and dated last ended Test Period, as if such advance of the Amendment Effective Date covering such matters incident to Add-On Term Loan occurred as of the transactions contemplated herein as first day of the Administrative Agent may reasonably request.relevant Test Period; (gVII) The Administrative Agent the Add-On Term Loan Maturity Date shall have received from DLA Piper Nederland N.V.be as set forth in the Add-On Term Loan Joinder Agreement; provided, special Dutch counsel to that, such date shall not be earlier than the Dutch Credit PartiesTerm B Loan Maturity Date; (VIII) the scheduled principal amortization payments under each Add-On Term Loan shall be as set forth in the Add-On Term Loan Joinder Agreement; provided, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agentthat, the Collateral Agent and each Weighted Average Life to Maturity of the Lenders and dated Add-On Term Loan shall not be less than the Amendment Effective Date covering such matters incident Weighted Average Life to Maturity of the transactions contemplated herein as the Administrative Agent may reasonably request.Term B Loans; and (hIX) The Administrative Agent the all-in-yield of each Add-On Term Loan shall have received be as set forth in the Add-On Term Loan Joinder Agreement (it being understood that “all-in-yield” shall be determined after taking into account original issue discount (assuming a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directorsfour year average life), andfees (other than bona fide arrangement, if signed by an Authorized Officer of such Credit Partyunderwriting, attested to by another Authorized Officer of such Credit Partystructuring or similar fees not generally shared with the applicable Lenders) and interest rate (including any applicable LIBOR floor)), provided, that, in the form of Exhibit E-2 to event that the Credit Agreement all-in-yield for such Add-On Term Loan is fifty basis points (0.50%) or such other form reasonably acceptable to more greater than the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and byall-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) in-yield for the CompanyTerm B Loans, the all-in-yield for the Term B Loans shall be increased such that the all-in-yield for the Term B Loans is fifty basis points (0.50%) less than the all-in-yield for such Add-On Term Loan.

Conditions. A. This Amendment shall become effective on the first date on which the following conditions precedent have been satisfied or waived (the date on which such conditions Borrower shall have been so satisfied or waived, the “Amendment Effective Date”): (a) The Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by the Credit Parties, the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lender. (b) All fees required to be paid to the Administrative Agent (or shall have caused to be executed and delivered to the Administrative Agent by the appropriate persons) the following: 1. This Amendment; 2. The Amendment to Lease/Purchase Documents between the Borrower and the Lenders Company; 3. Payment in immediately available funds of all fees agreed to be paid by the Borrower in connection herewithwith this Amendment, accrued reasonable including without limitation, a fully-earned and documented outnon-ofrefundable amendment fee in the amount of Seventy-pocket costs and expenses Five Thousand Dollars (including$50,000.00), which amendment fee shall be payable to the extent invoiced Administrative Agent for pro rata distribution to Bank of America, N.A., in advanceits capacity as a Lender (“BANA”), reasonable legal fees and out-of-pocket expenses of counselWxxxx Fargo Bank, N.A (“Wxxxx Fargo”); and 4. Such other supporting documents and certificates as the Administrative Agent or its counsel may reasonably request. B. There shall have been executed and delivered to the Administrative Agent (i) an Assignment and Assumption Agreement by and between M&I Mxxxxxxx & Ixxxxx Bank (“M&I”) and other compensation due BANA, and payable (ii) an Assignment and Assumption Agreement by and between M&I and Wxxxx Fargo, each in form and substance satisfactory to the Administrative Agent, pursuant to which M&I sells and assigns to BANA and Wxxxx Fargo respectively, and each purchases from M&I and assumes the Lenders Assigned Interest described and defined in their respective Assignment and Assumption Agreements (the Incremental Lenders on or prior collective Assigned Interests being all of M&I’s Revolving Commitment), such that after giving effect to such Assignment and Assumption Agreements, BANA shall hold 50% of the Amendment Effective Date Total Revolving Commitments and Wxxxx Fargo shall have been paidhold 50% of the Total Revolving Commitments. (c) Each of the representations and warranties made by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (d) No Default or Event of Default shall exist on the Amendment Effective Date. (e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such C. All legal matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent hereby shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably be satisfactory to the Administrative Agent addressed to counsel for the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This Amendment shall become effective (i) Subject to the terms and conditions of this Agreement and all Legal Requirements, Administrative Agent agrees to issue LCs for the account of Borrower or its Subsidiaries upon Borrower's application therefor (denominated in Dollars) by delivering to Administrative Agent a properly completed Notice of LC and an LC Agreement with respect thereto no later than 1:00 p.m. three (3) Business Days before such LC is to be issued; provided that (A) on the any date of determination and after giving effect to any LC to be issued on which the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waiveddate, the “Amendment Effective Date”): Commitment Usage shall never exceed the Total Commitment then in effect, (aB) The Administrative Agent shall have received a counterpart the Commitment Usage may not exceed the Availability Amount, (C) the sum of this Amendment(x) each Lender's Principal Debt plus (y) such Lender's Pro Rata Part of the LC Exposure and all Swing Line Loans may not exceed such Lender's Commitment, executed (D) on any date of determination and delivered by the Credit Partiesafter giving effect to any LC to be issued on such date, the Administrative AgentLC Exposure shall never exceed $10,000,000, (E) at the Supermajority Lenders, each Incremental Lender and the Swingline Lender. (b) All fees required to be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses time of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid. (c) Each of the representations and warranties made by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as issuance of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (d) No LC, no Potential Default or Event of Default shall exist on exist, (F) each LC requested by Borrower must be in a minimum amount of $100,000; provided that, notwithstanding the Amendment Effective Dateforegoing minimum, Borrower may request and have outstanding at any one time up to five (5) LCs in an amount not less than $10,000, and (G) each LC must expire no later than the earlier of the thirtieth (30th) day prior to the Maturity Date or one (1) year from its issuance. (eii) The Administrative Agent shall have received an officer’s certificate not issue any LC, if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain Administrative Agent from an Authorized Officer issuing such LC, or any Legal Requirement applicable to Administrative Agent or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over Administrative Agent shall prohibit, or request that Administrative Agent refrain from, the issuance of letters of credit generally or such LC in particular or shall impose upon Administrative Agent with respect to such LC any restriction, reserve or capital requirement (for which Administrative Agent is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon Administrative Agent any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which Administrative Agent in good xxxxx xxxxx material to it; (B) the issuance of such LC would violate one or more policies of Administrative Agent applicable to letters of credit generally; (C) such LC is to be denominated in a currency other than Dollars; (D) such LC contains any provisions for automatic reinstatement of the Company and dated as stated amount after any drawing thereunder; or (E) a default of any Lender's obligations to fund under SECTION 2.2(C) exists or any Lender is at such time a Defaulting Lender hereunder, unless (x) Administrative Agent has entered into satisfactory arrangements with Borrower or such Lender to eliminate Administrative Agent's risk with respect to such Lender or (y) after giving effect to such LC, the Amendment Effective Datesum of (x) the Total Principal Debt of all Lenders other than the Defaulting Lender(s), certifying that each condition set forth in Sections 3(cplus (y) and all LC Exposure of all Lenders other than the Defaulting Lender(s), plus (dz) hereof have been satisfied on and as all Swing Line Loans does not exceed the Commitments of the Amendment Effective Dateall Lenders other than of all Defaulting Lenders. (fiii) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel be under no obligation to the Credit Parties, an opinion in form and substance reasonably satisfactory to the amend any LC if (A) Administrative Agent addressed would have no obligation at such time to issue such LC in its amended form under the Administrative Agentterms hereof, or (B) the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer beneficiary of such Credit Party (or, with respect LC does not accept the proposed amendment to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificateLC. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This Amendment shall become effective on the date on which the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”): (a) The Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by the Credit Parties, the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lender. (b) All fees required to be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid. (c) Each of the representations and warranties made by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date upon the satisfaction of the following conditions precedent: (a) this Amendment and all related documents, as if made on applicable, shall have been duly executed and delivered by the Borrowers, each Obligor, the Required Lenders, the Agent and each other party thereto, as of such date except for such representations applicable, and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true in full force and correct in all material respects as of such earlier date).effect; and (db) No Default all corporate action necessary for the valid execution, delivery and performance by the Borrowers of this Amendment and each of the related documents to which it is or Event of Default shall exist on the Amendment Effective Date. (e) The Administrative Agent is to become a party, shall have received an officer’s certificate from an Authorized Officer of the Company been duly and dated as of the Amendment Effective Dateeffectively taken, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance evidence thereof reasonably satisfactory to the Administrative Agent addressed shall have been provided to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (gc) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from of a duly authorized officer of each Credit PartyBorrower (with such certification to be in such Person’s capacity as an officer of such Borrower and not in such Person’s individual capacity), dated certifying (i) that attached copies of such Borrower’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, (ii) that an attached copy of resolutions authorizing execution and delivery of the Amendment Effective Dateis true and complete, signed by an Authorized Officer of and that such Credit Party (orresolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to Tesla B.V.this credit facility, its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 and (iii) to the Credit Agreement title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Borrower in writing. (or such other form reasonably acceptable to the Administrative Agentd) with appropriate insertions, together with Agent shall have received copies of the charter documents of each Borrower, certified as appropriate by the Secretary of State or another official of such Borrower’s jurisdiction of organization, or with respect to one or more Borrowers, a certificate of a duly authorized officer of such Borrower specifying that there has been no change in such Borrower’s charter documents from those attached to the Secretary’s Certificate for such Borrower dated as of March 6, 2006 and delivered to Agent in connection with the Loan Agreement. Agent shall have received good standing or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party)subsistence certificates, as applicable, for each Borrower, issued by the Secretary of State or other appropriate official of such Credit Party and the resolutions Borrower’s jurisdiction of such Credit Party referred to in such certificateorganization. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This The effectiveness of this Amendment shall become effective on is subject to the date on which satisfaction of the following conditions precedent have been satisfied or waived concurrent (the date on which of satisfaction of such conditions shall have been so satisfied or waivedconditions, the “Amendment Effective Date”): (a) The Administrative Agent shall have received a counterpart counterparts of this Amendment, Amendment duly executed and delivered by the Credit PartiesParent, Obligor, the Administrative Agent, the Supermajority Lenders, each Incremental Lender Agent and the Swingline LenderBondholders constituting Required Bondholders. (b) All fees required to be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid. (c) Each of the representations and warranties made by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (d) No Default or Event of Default shall exist on the Amendment Effective Date. (e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer either (i) a fully executed copy of a consent and amendment to the HFOTCO Credit Agreement, permitting the Specified Change of Control and otherwise on terms permitted by the Bond Documents (a “Credit Agreement Change of Control Amendment”), or (ii) fully executed copies of the Company loan documents or other relevant documentation governing indebtedness that refinances the HFOTCO Credit Facilities and dated as of that, together with any related Liens, is permitted by the Amendment Effective Date, certifying that each condition set forth in Sections 3(cBond Documents (the “Refinancing Credit Documents”) and (d) hereof have been satisfied on permits the Specified Change of Control, in either case, certified by a Financial Officer as being complete and as of the Amendment Effective Datecorrect. (fc) The Administrative Agent shall have received evidence reasonably satisfactory to it of the consummation of the Acquisition prior to or substantially contemporaneously with the Effective Date. (d) The Administrative Agent shall have received favorable written opinions from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion Bond Counsel (i) in form and substance reasonably satisfactory to the Administrative Agent Agent, (ii) dated the Effective Date, (iii) addressed to the Administrative Agent, Bondholder Parties and (iv) to the Collateral Agent effect that the Acquisitions and each the Specified Change of Control will not adversely affect the validity of the Lenders Bonds under state law or the exclusion from gross income of interest on the Bonds for federal income Tax purposes, and dated the Amendment Effective Date (v) covering such other customary matters incident to the transactions contemplated herein as the Administrative Agent Bondholder Parties may reasonably request. (e) The Loan Parties have complied in all respects with Section 6 hereof (subject to the proviso to the penultimate sentence of Section 6). (f) The representations and warranties set forth in Section 4 hereof shall be true and correct. (g) The All fees and expenses required to be paid on or before the date hereof in connection with this Amendment in accordance with Continuing Covenant Agreement and the fee letter dated as of the date hereof between the Parent, the Obligor and the Required Bondholders, shall have been paid. For purposes of determining compliance with the conditions specified in this Section 5, each Bondholder that has signed this Amendment shall be deemed to have consented to, approved, accepted or be satisfied with, each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Bondholder unless the Administrative Agent shall have received written notice from DLA Piper Nederland N.V., special Dutch counsel such Bondholder prior to the Dutch Credit Partiesproposed Effective Date, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) specifying its objection thereto. The Administrative Agent shall have received a certificate from each Credit Partynotify the Parent, dated the Amendment Obligor and the Bondholders of the Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This Amendment shall become effective on as of the first date on which (the “Sixth Amendment Date”) when each of the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”):satisfied: (a) The the Administrative Agent (or its counsel) shall have received from each party hereto (including the Required Lenders and each Revolving Lender continuing as such after the Sixth Amendment Date) either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy, portable document format (.pdf) or email transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) no Default or Event of Default shall have occurred and be continuing or shall result from any extension of credit requested to be made on the Sixth Amendment Date; (c) the Administrative Agent shall have received a counterpart certificate, dated the Sixth Amendment Date and signed by a Responsible Officer of the Parent Borrower, confirming compliance with the conditions set forth in clause (b) of this AmendmentSection 5.1 and that each of the representations and warranties made by any Loan Party contained in Section 4.1 above shall be true and correct on and as of the Sixth Amendment Date after giving effect to the Amendment and to any extension of credit requested to be made on the Sixth Amendment Date with the same effect as though such representations and warranties had been made on and as of such date; (d) the Administrative Agent shall have received, executed for the benefit of each Revolving Lender that is a party hereto on the Sixth Amendment Date, the fees separately agreed in writing between the Parent Borrower and delivered by the Credit PartiesAdministrative Agent; (e) to the extent invoiced at least one (1) Business Day prior to the Sixth Amendment Date, the Administrative AgentAgent shall have received all fees and other amounts due and payable to it or its Affiliates on or prior to the Sixth Amendment Date, including, to the Supermajority Lendersextent invoiced, each Incremental Lender reimbursement or payment of all of such Persons’ reasonable out-of-pocket expenses (including reasonable fees, charges and the Swingline Lender. (bdisbursements of counsel) All fees required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document; (f) the Administrative Agent shall have received a written opinion or opinions (addressed to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to dated the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses Sixth Amendment Date) of counsel) and other compensation due and payable to counsel for the Loan Parties or the Administrative Agent, as applicable, covering such matters relating to the Lenders Loan Parties and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid. (c) Each of the representations and warranties made by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Loan Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Sixth Amendment Effective Date as if made on and as are customary for financings of this type. The Parent Borrower hereby requests such date except for counsel to deliver such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).opinions; (dg) No Default or Event of Default shall exist on the Amendment Effective Date. (e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Company Transactions to be consummated in connection with the execution and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) delivery hereof and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel any other legal matters relating to the Credit Loan Parties, an opinion the Loan Documents or such Transactions as are customary for financings of this type, all in form and substance reasonably satisfactory to the Administrative Agent addressed and its counsel; (i) the Administrative Agent shall have received, at least 3 days prior to the Sixth Amendment Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, with respect to the Loan Parties as of the Sixth Amendment Date that has been reasonably requested by the Administrative AgentAgent at least 10 days prior to the Sixth Amendment Date and (ii) to the extent the Parent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least 3 days prior to the Sixth Amendment Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Sixth Amendment Date, a Beneficial Ownership Certification in relation to the Parent Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Amendment, the condition set forth in this clause (ii) shall be deemed to be satisfied); (k) all actions necessary to establish that the Administrative Agent will have a perfected first priority security interest in the Collateral Agent and each of (subject to Liens permitted under the Lenders and dated Credit Agreement as amended hereby); provided that the items on Annex VII hereto may instead be provided after the Sixth Amendment Effective Date covering such matters incident pursuant to the transactions contemplated herein timing set forth on such Annex (or such later date as the Administrative Agent may shall reasonably request.agree); and (gl) The the Administrative Agent shall have received from DLA Piper Nederland N.V.received, special Dutch counsel for the account of the Revolving Lenders, immediately prior to the Dutch Credit PartiesAmendment, an opinion in form all accrued interest and substance reasonably satisfactory to fees on the Administrative Agent addressed to Revolving Commitments and Revolving Loans outstanding as of the Administrative AgentSixth Amendment date, and if applicable, the Collateral Agent and each of the Revolving Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate any payments of principal on the Revolving Loans from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer other applicable Revolving Lenders to affect the provisions of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative AgentSection 2(b) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificatehereto. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This Amendment shall become effective on the date on (the "AMENDMENT EFFECTIVE DATE") as of which each of the following conditions precedent shall have been satisfied or waived (in a manner satisfactory to the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”):Bank: (a) The Administrative Agent Bank shall have received a counterpart of the following documents each in form and substance reasonably satisfactory to the Bank: (i) this Amendment, duly executed and delivered by the Credit PartiesBorrowers; (ii) the Acknowledgment and Consent, substantially in the Administrative Agentform attached hereto as Exhibit I, duly executed by DWG and PF; (iii) the Supermajority LendersSecond Amended and Restated Revolving A Note, each Incremental Lender dated the Amendment Effective Date, in substantially the form attached hereto as Exhibit II, made by the Borrowers to the order of the Bank and in the Swingline Lenderoriginal principal amount of $37,500,000 (the "REVOLVING A NOTE"); (iv) the Second Amended and Restated Revolving B Note, dated the Amendment Effective Date, in substantially the form attached hereto as Exhibit III and made by the Borrowers to the order of the Bank and in the original principal amount of $12,500,000 (the "REVOLVING B NOTE"); (v) UCC Financing Statement Amendment, amending Schedule A to UCC-1 Financing Statement. (vi) an opinion, dated the Amendment Effective Date, of the law firm of Paul, Weiss, Rifkind, Wharton & Garrison LLP, counsel to the Borrowers, xx form and substancx xxxxxnabxx xxxxxfactory to the Bank and its counsel; and (vii) such other agreements, instruments, opinions and other documents as the Bank may reasonably request. (b) All fees required to be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal The Bank shall have received all fees and out-of-pocket expenses of counsel) and other compensation amounts due and payable to the Administrative AgentBank, including, without limitation, the Lenders Commitment Fee referred to in Section 3 hereof and all legal fees, costs and expenses of the Bank in connection with the Credit Agreement, this Amendment and the Incremental Lenders other related agreements and documents (i) The representations and warranties contained in Section 4 hereof, in Article IV of the Credit Agreement and in each other Loan Document and certificate or other writing delivered to the Bank pursuant hereto on or prior to the Amendment Effective Date shall have been paid. (c) Each of the representations and warranties made by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents shall be are true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if though made on and as of the Amendment Effective Date, except to the extent that any such date except for such representations representation and warranties warranty expressly stated relates solely to be made as of an earlier date (in which case such representations representation and warranties warranty shall be true and correct in all material respects on and as of such earlier date). ; (dii) No Default or no Event of Default shall exist or Default has occurred and is continuing or would result from this Amendment; and (iii) since the date of the Credit Agreement, no material adverse change in the financial condition, properties or prospects of any Loan Party has occurred and is continuing on the Amendment Effective Date. (e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company and dated , except as of the Amendment Effective Date, certifying that each condition set forth previously disclosed in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel writing to the Credit Parties, an opinion in form Bank and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred consented to in such certificatewriting by the Bank. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. (a) This Amendment (but for the avoidance of doubt, not the waiver set forth in Section 2, the amendments to the Existing Receivables Purchase Agreement pursuant to Section 3 and the amendments to the Existing Receivables Sale Agreement pursuant to Section 4) shall become effective on the date on which the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Closing Date”): (a) The when the Administrative Agent shall have received a counterpart of this Amendment, counterparts hereto duly executed and delivered by the Credit PartiesSeller, the Administrative AgentServicer, the Supermajority LendersOriginator, each Incremental Lender the Majority Purchasers party hereto and the Swingline Lenderitself, or such condition shall have been waived. (b) All fees required to be paid The waiver set forth in Section 2, the amendments to the Administrative Agent Existing Receivables Purchase Agreement pursuant to Section 3 and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, amendments to the extent invoiced in advanceExisting Receivables Sale Agreement pursuant to Section 4 shall become effective on the date (the “Effective Date”) when (i) the Closing Date shall have occurred, reasonable legal fees and out-of-pocket expenses (ii) the Servicer (on behalf of counselthe Seller) and other compensation due and payable shall have paid to the Administrative Agent, for the Lenders benefit of and the Incremental Lenders on or prior distribution to each Purchaser Agent, for itself and each Purchaser in its Purchaser Group, an amendment fee in an amount equal to the product of (A) 2.5 basis points (0.025%) times (B) the Group Maximum Purchase Amount for such Purchaser Group, and (iii) the “Third Amendment Effective Date” shall have occurred (as defined in the Revolver Amendment) unless, in each case, such condition shall have been waived by the Administrative Agent acting at the direction of the Majority Purchasers (and, solely with respect to clause (iii), the Servicer); provided that, in the event the Third Amendment Effective Date does not occur on or before 11:59 p.m., New York City time, on February 12, 2017, then this Amendment shall have been paid. (c) Each automatically terminate unless the Administrative Agent shall, upon the instruction of the representations and warranties made by the Credit Parties in or pursuant Majority Purchasers, agree to the Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (d) No Default or Event of Default shall exist on the Amendment Effective Date. (e) extension. The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of promptly notify the Company Seller, the Servicer, the Originator and dated as of each Purchaser Agent when the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof foregoing conditions have been satisfied and when the Closing Date and Effective Date has occurred, and such notice shall be conclusive and binding on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel all parties to the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably requestAgreements. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This Amendment The Incremental Commitments shall become effective on as of the date on which determined by the following conditions precedent have been satisfied or waived Borrowers and the Administrative Agent to be the effective date (the date on which each such conditions shall have been so satisfied or waiveddate, the an “Amendment Increase Effective Date”):); provided that: (ai) The Administrative Agent no Default or Event of Default shall have received occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; provided that in the case of a counterpart Limited Condition Transaction, no Default or Event of this Amendment, executed Default under Section 8.01(a) or Section 8.01(f) shall have occurred and delivered by be continuing or would result from the Credit Parties, borrowings to be made on the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lender.Increase Effective Date; (bii) All fees required to be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid. (c) Each of the representations and warranties made by the Credit Parties contained in or pursuant to the Credit Agreement or in or pursuant to Article V and the other Credit Loan Documents shall be are true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Increase Effective Date as if made on and as of such date Date, except for to the extent that such representations and warranties expressly stated specifically refer to be made as of an earlier date (date, in which case such representations and warranties they shall be have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b). , the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (da) No Default or Event and (b), respectively, of Default Section 6.01; provided that in the case of a Limited Condition Transaction, the relevant Lenders may agree that only customary “specified representations” shall exist be required to be true and correct in all material respects on and as of the Amendment Increase Effective Date. (eiii) The Administrative Agent on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall have received an officer’s certificate from an Authorized Officer be in pro forma compliance with each of the Company and dated covenants set forth in Section 7.11 as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof end of the latest fiscal quarter for which financial statements have been satisfied on or are required to be furnished pursuant to subsection (a) or (b) of Section 6.01; (iv) the Borrowers shall deliver or cause to be delivered officer’s certificates and as legal opinions of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel type delivered on the Original Closing Date to the Credit Partiesextent reasonably requested by, an opinion and in form and substance reasonably satisfactory to the Administrative Agent addressed to to, the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request.; and (gv) The Administrative Agent shall have received from DLA Piper Nederland N.V.if the Borrowers are requesting an Incremental Commitment which in the aggregate would exceed $100,000,000, special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. on a pro forma basis (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Partyassuming, in the form case of Exhibit E-2 to the Credit Agreement (or Incremental Revolving Commitments, that such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit PartyIncremental Revolving Commitments are fully drawn), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent Borrowers shall have received a good standing certificate (or equivalent) for the CompanyConsolidated Leverage Ratio of not more than 3.00 to 1.00.

Conditions. This Amendment Agreement shall become effective on as of the first date on which (the “Second Amendment Effective Date”) when each of the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”):satisfied: (a) The the Administrative Agent (or its counsel) shall have received (x) from each Loan Party, the Majority Lenders for the Term B-1 Facility (determined before giving effect to the replacement of any Non-Consenting Lenders) and each Lender holding Term B-1 Loans (after giving effect to the replacement of any Non-Consenting Lenders) (i) a counterpart consent to this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Amendment, executed Agreement) that such party has signed a consent to this Agreement and delivered by the Credit Parties, (y) from the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lender.an executed counterpart to this Agreement; (b) All the representations and warranties set forth in Section 4 above shall be true and correct; (c) any fees required to be paid and reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP) owing by the Initial Borrower to the Administrative Agent and the Lenders in connection herewith, accrued reasonable Second Amendment Arrangers and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date date hereof shall have been paid. paid in full (c) Each of the representations and warranties made by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” any agreed-upon limits contained in any letter agreement with the Administrative Agent or similar language shall be true and correct its affiliates or such Second Amendment Arrangers or their respective affiliates entered into in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier dateconnection with this Agreement).; and (d) No Default or Event of Default shall exist on the Amendment Effective Date. (ei) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer all Obligations of the Company and dated as of Initial Borrower owing to any Non-Consenting Lender being replaced pursuant to Section 3 shall be paid in full to such Non-Consenting Lender concurrently with the Amendment Effective Date, certifying that each condition set forth assignment described in Sections 3(cSection 3) and (dii) hereof have been satisfied on and as the Replacement Lender shall pay to each such Non-Consenting Lender an amount equal to the principal amount of the Amendment Effective DateTerm B-1 Loans held by such Non-Consenting Lender plus accrued and unpaid interest thereon. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This Amendment Section 7.1 Conditions to Each Party's Obligation to Effect the Merger. ---------------------------------------------------------- The respective obligation of each party to effect the Merger shall become effective on be subject to the date on which satisfaction at or prior to the Effective Time of each of the following conditions precedent have been satisfied conditions, any and all of which may be waived in whole or waived in part by the Company, the Parent or Merger Sub, as the case may be, to the extent permitted by applicable law: (the date on which such conditions a) This Agreement shall have been so satisfied adopted by the requisite vote of the holders of the shares of Company Common Stock in order to consummate the Merger and this Agreement shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of the Parent. (b) No statute, rule or waivedregulation shall have been enacted or promulgated by any Governmental Entity which prohibits the consummation of the Merger, and there shall be no order or injunction of a court of competent jurisdiction in effect precluding consummation of the Merger; provided, however, that each of the parties to this Agreement shall have used commercially reasonable efforts to prevent the entry of such restraints and to appeal as promptly as possible any such restraints that may be entered. (c) The applicable waiting periods under the HSR Act shall have expired or been terminated. (d) The Registration Statement shall have become effective under the Securities Act and no stop order or proceedings seeking a stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been threatened in writing by the SEC or shall have been initiated by the SEC. (e) All consents of any Governmental Entity or third party, the “Amendment Effective Date”):failure of which to obtain would reasonably be expected to have a Material Adverse Effect with respect to the Surviving Corporation, shall have been obtained. Section 7.2 Conditions to the Parent's and Merger Sub's Obligations to ---------------------------------------------------------- Effect the Merger. The obligations of the Parent and Merger Sub to consummate ----------------- the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Parent and Merger Sub, to the extent permitted by applicable law. (a) The Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by the Credit Parties, the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lender. (b) All fees required to be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid. (c) Each of the representations and warranties made by of the Credit Parties Company set forth in or pursuant to the Credit this Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respectsi) on and as of the Amendment Effective Date as if made on and as date of such date this Agreement (except for to the extent such representations and warranties expressly stated to be are specifically made as of an earlier date (a particular date, in which case such representations and warranties shall be true and correct as of such date) and (ii) as of the Effective Time as though made on and as of the Effective Time (except (x) to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date, (y) for changes contemplated by this Agreement and (z) where the failures to be true and correct (without regard to any materiality, Company Material Adverse Effect or knowledge qualifications contained therein), individually or in the aggregate, have not had, and are not reasonably be expected to have, a Company Material Adverse Effect). (b) The Company shall have complied in all material respects as with its obligations under this Agreement. (c) The Parent shall have received an officer's certificate duly executed by each of such earlier date)the Chief Executive Officer and Chief Financial Officer of the Company to the effect that the conditions set forth in Sections 7.2(a) and 7.2(b) have been satisfied. (d) No Default or Event The Parent shall have received an opinion of Default shall exist Brobeck, Phleger & Harrison LLP, in form and substance reasonably satisfxxxxxx to xxx Xxrenx, xxxxx as of the date during which the Effective Time occurs, substantially to the effect that, on the Amendment Effective Datebasis of facts, representations and assumptions set forth in such opinion, for United States federal income tax purposes, the Merger will constitute a "reorganization" within the meaning of section 368(a) of the Code. In rendering such opinion, Brobeck, Phleger & Harrison LLP shall receive and may rely upon represenxxxxxxx contained ix xxxxxxicates of the Company, the Parent and Merger Sub. (e) The Administrative Agent holders of less than five percent of the outstanding Shares at the Effective Time shall have validly delivered to the Company a demand for appraisal rights with respect thereto, and shall not have voted in favor of the Merger or otherwise failed to perfect or effectively withdrawn or lost such rights under Section 262 of the DGCL. Section 7.3 Conditions to the Company's Obligations to Effect the Merger. ------------------------------------------------------------ The obligations of the Company to consummate the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, to the extent permitted by applicable law. (a) The representations and warranties of Parent and Merger Sub set forth in this Agreement shall be true and correct (i) as of the date of this Agreement (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date) and (ii) as of the Effective Time as though made on and as of the Effective Time (except (x) to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date, (y) for changes contemplated by this Agreement and (z) where the failures to be true and correct (without regard to any materiality, Parent Material Adverse Effect or knowledge qualifications contained therein), individually or in the aggregate, have not had, and are not reasonably likely to have, a Parent Material Adverse Effect). (b) Each of the Parent and Merger Sub shall have complied in all material respects with its obligations under this Agreement. (c) The Company shall have received an officer’s 's certificate from an Authorized duly executed by the Chief Financial Officer of the Company and dated as of Parent to the Amendment Effective Date, certifying effect that each condition the conditions set forth in Sections 3(c7.3(a) and 7.3(b) have been satisfied. (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent Company shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion of Hale and Dorr LLP, in form and substance reasonably satisfactory to the Administrative Agent addressed Xxxxany, xxxxd as of the date during which the Effective Time occurs, substantially to the Administrative Agenteffect that, on the basis of facts, representations and assumptions set forth in such opinion, for United States federal income tax purposes, the Collateral Agent and each Merger will constitute a "reorganization" within the meaning of section 368(a) of the Lenders Code. In rendering such opinion, Hale and dated Dorr LLP shall receive and may rely upon representations contaixxx in cexxxxicates of the Amendment Effective Date covering such matters incident to Company, the transactions contemplated herein as the Administrative Agent may reasonably requestParent and Merger Sub. (ge) The Administrative Agent shares of Parent Common Stock issuable to the stockholders of the Company as contemplated by Article 3 shall have received from DLA Piper Nederland N.V.been approved for listing on the NNM, special Dutch counsel subject to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each official notice of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably requestissuance. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This Amendment shall become effective on a. The making of any Advance hereunder is subject to the date on which satisfaction of the following conditions precedent have been satisfied precedent: at the time of a request for an Advance, there shall exist no Event of Default (defined hereinafter) or waived circumstance which, with the passage of time or giving of notice or both, would constitute an Event of Default (the date on which any such conditions shall have been so satisfied or waived, the “Amendment Effective Date”): (a) The Administrative Agent shall have received circumstance being referred to herein as a counterpart of this Amendment, executed and delivered by the Credit Parties, the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lender. (b) All fees required to be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel"Potential Default") and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid. (c) Each each of the ----------------- representations and warranties made by the Credit Parties in set forth or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents incorporated herein shall be true and correct in all material respects (except that any representation with the same force and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date effect as if the representations and warranties had been made on and as of such date time, except to the extent that any representation or warranty may expressly relate solely to an earlier date; and, each request by Borrower for such an Advance shall constitute a representation and warranty by Borrower that (i) there exists no Event of Default or Potential Default, and (ii) each of the representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties set forth or incorporated herein shall be true and correct in all material respects with the same force and effect as of such earlier date). (d) No Default or Event of Default shall exist on if the Amendment Effective Date. (e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company representations and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have warranties had been satisfied made on and as of the Amendment Effective Datedate of such Advance, except to the extent that any representation or warranty may expressly relate solely to an earlier date. (f) The Administrative Agent b. Fifth Third shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & XxxxxxBorrower, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory to Fifth Third, the Administrative Agent addressed following: i. On or prior to the Administrative Agent, the Collateral Agent and each date of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V.first Advance, special Dutch counsel to the Dutch Credit Partiesguaranties, an opinion in form and substance reasonably satisfactory to Fifth Third, from Cable Design Technologies Corporation ("Parent") and all material domestic ------ subsidiaries of Borrower (the Administrative Agent addressed Parent and such subsidiaries are collectively referred to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request"Guarantors") of the ---------- obligations of Borrower arising under the Loan Documents. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 ii. On or prior to the Credit Agreement (date of the first Advance, copies of Borrower's and each Guarantors Certificate or such other form reasonably acceptable Articles of Incorporation, certified by the relevant Secretary of State, and Bylaws certified to Bank by the Administrative Agent) with appropriate insertionscorporate Secretaries, together with copies of the certificate or articles resolutions of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, the Boards of such Credit Party Directors of Borrower and the Guarantors authorizing the execution, delivery, and performance of this Agreement and the other Loan Documents by a specified number of authorized officers whose specimen signatures and such resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent shall have received are certified by the appropriate corporate Secretary, and a good standing certificate of Borrower and each Guarantor, certified by the relevant Secretary of State; iii. Within twenty (or equivalent20) for days of the Companydate hereof, an opinion of counsel to Borrower and the Guarantors substantially in the form provided in connection with the Existing Credit Agreement (defined hereinafter); and iv. Such additional documents as Fifth Third may reasonably request.

Conditions. This The obligation of Lender to be bound by the provisions of this Amendment shall become effective on be subject to the date on which fulfillment of the following conditions precedent have been satisfied on or waived (before the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”):hereof: (a) The Administrative Agent Lender shall have received a counterpart all of this the following, each in form and substance satisfactory to Lender, in its sole discretion, and each duly executed by each party thereto, other than Lender: (i) This Amendment; (ii) The Term Note; (iii) Third Amendment to Sale and Participation Agreement, dated on or about the date hereof, executed and delivered by The CIT Group/Business Credit, Inc. ("CIT Group") (the Credit Parties"Third Amendment to Participation Agreement"); (iv) Modifications to such existing real estate lien documents as shall be required by Lender, duly executed by Borrower; (v) An amendment to the Administrative Agentexisting agency fee letter agreement, duly executed by Borrower; and (vi) A11 other documents Lender may request with respect to any matter relevant to this Amendment or the Supermajority Lenders, each Incremental Lender and the Swingline Lendertransactions contemplated hereby. (b) All fees required to be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses No Event of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date Default shall have occurred and be continuing and no Default shall exist, unless such Event of Default or Default has been paid.specifically waived in writing by Lender (c) Each of Borrower shall have performed and complied with all agreements and conditions contained in the Agreement and the other Agreements which are required to be performed or complied with by Borrower before or on the date hereof. (d) The representations and warranties made by contained in the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to Agreement, as amended hereby, and the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties Agreements shall be true and correct in all material respects as of such earlier the date hereof, with the same force and effect as though made on and as of this date). (d) No Default or Event of Default shall exist on the Amendment Effective Date. (e) The Administrative Agent No material adverse change shall have received an officer’s certificate from an Authorized Officer occurred in the business operations, financial condition or prospects of Borrower, and no material adverse litigation shall be pending or, to the Company and dated as knowledge of the Amendment Effective DateBorrower, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Datethreatened, against Borrower. (f) The Administrative Agent All corporate and legal proceedings and all documents required to be completed and executed by the provisions of, and all instruments to be executed in connection with the transactions contemplated by, this Amendment and any related agreements shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion be satisfactory in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably requestLender. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This Amendment Agreement shall become effective on the date on in which the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”):: (a) The Administrative Agent this Agreement shall have received a counterpart of this Amendmentbeen executed by each Loan Party, executed and delivered by the Credit Parties, the Administrative Agent, the Supermajority and Required Lenders, each Incremental Lender and the Swingline Lender.; (b) All fees required to be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid. (c) Each of the representations and warranties made by the Credit Parties in or pursuant to the Credit this Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made date of this Agreement, except to the extent that (i) any of them speak to a different specific date, or (ii) the facts on and as which any of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).them were based have been changed by transactions contemplated or permitted by the Credit Agreement; (dc) No after giving effect to this Agreement, no Default or Event of Default shall exist on the Amendment Effective Date.exist; (e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each true and correct copy of the Resolutions of Borrower that authorize the execution, delivery, and performance of this Agreement and the other documents executed in connection herewith; (e) Borrower shall have provided evidence reasonably satisfactory to Administrative Agent that, simultaneously with the effectiveness of this Agreement, the provisions of the Tower Construction Loan Agreements and the Revolving Credit Party, dated Agreement will have been amended or waived to the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, extent necessary to correspond to the amendments and waivers with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, Change in Control set forth in this Agreement; (f) the form of Exhibit E-2 to the Credit Agreement (Subject Board Changes do not result in a “change in control” or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies similar event under any agreement evidencing or governing any Indebtedness of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to Consolidated Group that has not been waived in such certificate.writing by all applicable parties; and (ig) The Administrative Agent shall have received a good standing certificate (or equivalent) received, for the Companybenefit of each Lender executing and delivering this Agreement to counsel to Administrative Agent by 12:00 noon (New York time) on Friday, August 17, 2007, an amendment fee equal to the product of (a) the amount of such Lender’s Loan on the effective date of, and after giving effect to, this Agreement, times (b) 0.35%, and all other fees and expenses payable to Administrative Agent in connection with this Agreement.

Conditions. This The effectiveness of this Amendment No. 6 shall become effective on be subject to the fulfillment by the Borrowers, in a manner satisfactory to the Administrative Agent and the Lender Parties, of all of the conditions precedent set forth in this Article III, and the date on which the following conditions precedent have been satisfied or waived (the date on which all such conditions shall have been so satisfied or waivedfulfilled to the satisfaction of the Administrative Agent and the Lender Parties, and this Amendment No. 6 shall have become effective, shall be herein called the “Amendment "Effective Date”):". (a) The representations and warranties contained herein and each other agreement, instrument, certificate or other writing delivered to the Administrative Agent or any Lender Party pursuant hereto or to the Credit Agreement shall be correct on and as of the date hereof after giving effect to this Amendment No. 6 as though made on and as of such date, (b) no Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from the taking effect of this Amendment No. 6, or the transactions contemplated hereby, and (c) all of the conditions precedent to the effectiveness of this Amendment No. 6 shall have been satisfied; and the execution and delivery of this Amendment No. 6 constitutes the Borrowers' certification to the Lender Parties and the Administrative Agent as to the truth, accuracy and completeness of the matters set forth in this Section 3.1. 3.2 The Administrative Agent shall have received a counterpart copies of this Amendmentresolutions adopted by MediaBay's board of directors, executed authorizing the execution, delivery and delivered by performance of the Credit PartiesAmendment No. 6 Documents, the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lender. (b) All fees required to all documents incidental thereto shall be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable satisfactory to the Administrative Agent, the Lenders Lender Parties and the Incremental Lenders on their counsel, and each such person shall have received all such information and such counterpart originals or prior certified copies of documents as may have been reasonably requested. 3.3 The Borrowers shall have: (a) paid to Winston & Strawn LLP counsel to the Adminisxxxxxxe Agent, and Richards Spears Kibbe & Orbe LLP, xxxxxxx xx Xxx XXX 0000-0, Limited, all outstanding fees and expenses incurred in connection with this Amendment Effective Date shall have been paidNo. 6 or otherwise; and (b) otherwise complied in all respects with the terms hereof and of any other agreement, document, instrument or other writing to be delivered by any Borrower in connection herewith. (c) 3.4 Each of the representations and warranties made by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (d) No Default or Event of Default shall exist on the Amendment Effective Date. (e) The Administrative Agent parties hereto shall have received an officer’s certificate from an Authorized Officer of the Company executed and dated as of the delivered this Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory No. 6 to the Administrative Agent addressed Agent. 3.5 All proceedings in connection with the transactions contemplated by this Amendment No. 6 and all documents incidental thereto shall be reasonably satisfactory to the Administrative Agent, the Collateral Agent Lender Parties and their respective counsel, and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent Person shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form all such information and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (counterpart originals or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with certified copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificatemay have been reasonably requested. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This Amendment Any Incremental Commitments shall become effective on as of the date on which the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment applicable Increase Effective Date”):; provided that: (ai) The Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by the Credit Parties, the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lender. (b) All fees required to be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid. (c) Each of the all representations and warranties made by the Credit Parties contained in or pursuant to the Credit this Agreement or in or pursuant to and the other Credit Loan Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment such Increase Effective Date (both before and after giving effect thereto and, in the case of each Borrowing of Term Loans pursuant to Incremental Commitments, the application of proceeds therefrom) with the same effect as if made on and as of such date except for to the extent such representations and warranties expressly stated relate to be made as of an earlier date (and in which case such case, such representations and warranties shall be true and correct in all material respects as of such earlier date).; provided that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects, as though made on and as of the applicable date, before and after giving effect to such Borrowing of Term Loans; (dii) No no Default or Event of Default shall exist have occurred and be continuing or would result from the Borrowings to be made on the Amendment such Increase Effective Date. (e) The Administrative Agent ; provided, for the avoidance of doubt, that no Default or Event of Default in respect of Section 6.03 shall have received an officer’s certificate occurred and be continuing nor result from an Authorized Officer the making of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied such Borrowing on and as of the Amendment applicable Increase Effective Date., without giving effect to any Asset Coverage Ratio Cure Period; (fiii) The Administrative Agent after giving effect to the incurrence of such Incremental Commitments, the Aggregate Exposure with respect to all Lenders shall not exceed $4,000,000,000; and (iv) the Borrower shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form duly executed and substance reasonably satisfactory delivered to the Administrative Agent addressed a ShortMortgage Supplement to the Long Form Mortgage and/or other Collateral Documents granting first priority Liens and security interests in any additional Pool Assets required to maintain compliance with Section 6.03 (subject to Liens permitted under Section 6.01(a)) in favor of the Administrative Agent, for the Collateral Agent and each benefit of the Lenders Lenders, and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V.caused any such Short Form Mortgage Supplement to be filed with the FAA in order to perfect the Liens on such additional Pool Assets, special Dutch counsel to and a stamped version thereof in the Dutch Credit Partiesform of Aircraft, an opinion in form and substance reasonably satisfactory evidence of such filing will be provided to the Administrative Agent addressed to promptly after being made available by the Administrative Agent, FAA and no later than 25 business days after the Collateral Agent and each of the Lenders and dated the Amendment applicable Increase Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form longer period that is reasonably acceptable to the Administrative Agent) the Borrower shall register the International Interest in connection with appropriate insertions, together the applicable Short Form Mortgage with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificateInternational Registry. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This Amendment shall become effective on The effectiveness of the date on which consent set forth in §1 and the amendments set forth in §2 are subject to the satisfaction of the following conditions precedent have been satisfied or waived concurrent (the date on which of satisfaction of such conditions shall have been so satisfied or waivedconditions, the “Amendment Effective Date”): (a) The Administrative Agent shall have received a counterpart fully executed copy of this Amendmenta consent and amendment to the Bond Facility Agreement, executed permitting the Specified Change of Control and delivered otherwise on terms permitted by the Credit PartiesLoan Documents, the Administrative Agent, the Supermajority Lenders, each Incremental Lender certified by a Financial Officer as being complete and the Swingline Lendercorrect. (b) The Administrative Agent shall have received evidence reasonably satisfactory to it of the consummation of the Acquisition prior to or substantially contemporaneously with the Effective Date. (c) The representations and warranties set forth in Section 4 hereof shall be true and correct. (d) All fees and expenses required to be paid to on or before the Administrative Agent and the Lenders date hereof in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced with this Amendment in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date accordance with Credit Agreement shall have been paid. (ce) Each the Borrower shall have paid, by wire transfer of immediately available funds, to the Administrative Agent, for the account of each Lender that delivers a signed counterpart of this Amendment prior to 3:00 p.m. (New York City time) on June 13, 2017 (the “Signing Date”), a fee in an aggregate amount equal to 0.25% of the representations outstanding principal amount of the Tranche B Term Loans and warranties made Revolving Commitments held by such Lender on the Credit Parties Signing Date. For purposes of determining compliance with the conditions specified in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents this Section 6, each Lender that has signed this Amendment shall be true and correct in all material respects (except that any representation and warranty that is qualified deemed to have consented to, approved, accepted or subject to “materiality”be satisfied with, “Material Adverse Effect” each document or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated other matter required thereunder to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (d) No Default consented to, approved by or Event of Default shall exist on acceptable or satisfactory to a Lender unless the Amendment Effective Date. (e) The Administrative Agent shall have received an officer’s certificate written notice from an Authorized Officer of such Lender prior to the Company and dated as of the Amendment proposed Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) specifying its objection thereto. The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to notify the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative AgentParent, the Collateral Agent Borrower and each the Lenders of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This The effectiveness of this Amendment shall become effective on is subject to the date on which satisfaction of the following conditions precedent have been satisfied or waived (the date on which all such conditions shall have been so are satisfied or and/or waived, the “Amendment Effective Date”): (a) The 3.1. the Administrative Agent (or its counsel) shall have received a duly executed and delivered counterpart of this Amendment, Amendment signed by each Borrower and each other Loan Party party hereto; 3.2. this Amendment shall have been executed and delivered by the Credit Parties, the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lender. (b) All fees required to be paid to the Administrative Agent and Lxxxxxx constituting the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid.Required Lenders; (c) Each of 3.3. the representations and warranties made by in Section 4 hereof and in the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Loan Documents shall be true and correct in all material respects (except that any such representation and or warranty that is qualified or subject as to “materiality”, ,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to such qualification) in all respects) on , and as of except to the Amendment Effective Date as if made on and as of such date except for extent that such representations and or warranties expressly stated relate to be made as of an earlier date (date, in which case such representations and warranties representation or warranty shall be true and correct in all material respects as of such earlier date).; (d) No Default or 3.4. at the time of and immediately after giving effect to the effectiveness of this Amendment, no Event of Default shall exist have occurred or be continuing; 3.5. the CSS Acquisition shall have been, or shall substantially concurrently with the effectiveness of this Amendment be, consummated and shall constitute a Permitted Acquisition, and the Borrowers shall have delivered to the Administrative Agent an officer’s certificate certifying as to the satisfaction of clauses (i) through (vi) of the definition of “Permitted Acquisition”; 3.6. the Borrowers shall have paid to Citizens, as lead arranger of the amendments contemplated hereby, and each of the Lenders executing this Amendment on or prior to the Amendment Effective Date, such arrangement and consent fees as Citizens and such Lenders shall have agreed with the Borrowers; and 3.7. the Borrowers shall have paid all reasonable and documented out-of-pocket legal fees and expenses of the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment, and for which it has received invoices at least one (1) Business Day prior to the Amendment Effective Date. (e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This Amendment The increased or new Commitments shall become effective effective, as of such Facilities Increase Date; provided that: (i) each of the conditions set forth in Section 3.2 shall be satisfied; (ii) no Default or Event of Default shall have occurred and be continuing or would result from the Borrowings to be made on the date Facilities Increase Date; (iii) on which a Pro Forma Basis after giving pro forma effect to the following conditions precedent have been satisfied or waived borrowings to be made on the Facilities Increase Date and the use of proceeds thereof (including any change in Consolidated EBITDA and any increase in Indebtedness resulting from the consummation of any Permitted Acquisition concurrently with such borrowings) as of the date on which of the most recent Financial Statements delivered pursuant to Section 6.1(a) or (b), Ultimate Parent Co-Borrower shall be in compliance with each of the covenants set forth in Article V; (iv) A Revolving Borrower shall make any payments required pursuant to Section 2.14(d) in connection with any adjustment of Revolving Loans pursuant to clause (d) below; (v) The applicable Borrowers shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such conditions transaction, and the Administrative Agent shall be reasonably satisfied with the terms and documentation of the Facilities Increase; and (vi) there shall have been so satisfied or waived, the “Amendment Effective Date”): (a) The Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by the Credit Parties, paid to the Administrative Agent, for the Supermajority Lenders, each Incremental Lender and the Swingline Lender. (b) All fees required to be paid to account of the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid. (c) Each of the representations and warranties made by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that including any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and Person becoming a Lender as of the Amendment Effective Date as if made on and as part of such date except for Facilities Increase on such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (d) No Default or Event of Default shall exist on the Amendment Effective Facilities Increase Date. (e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, all reasonable and documented fees and expenses (including reasonable and documented fees and expenses of counsel) due and payable on or before the Facilities Increase Date (including all such Credit Party and fees described in the resolutions of such Credit Party referred to in such certificateFee Letters). (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This Amendment shall become effective on Notwithstanding the date on which terms and provisions hereof, with respect to any Borrowing Base Property, if either (i) the following conditions precedent Net Proceeds are equal to or greater than Five Hundred Thousand Dollars ($500,000) or (ii) the Net Proceeds do not exceed Five Hundred Thousand Dollars ($500,000), but the Insurance/Taking Release Conditions have not been satisfied or waived (the date on which with respect to such conditions shall have been so satisfied or waived, the “Amendment Effective Date”): (a) The Administrative Agent shall have received a counterpart Event of this Amendment, executed and delivered by the Credit PartiesLoss, the Administrative Agent, at the Supermajority LendersAdministrative Agent's option, each Incremental Lender and may apply the Swingline Lender. (b) All fees Net Proceeds to the Obligations or release so much of the Net Proceeds as may be required to be paid to pay for the Administrative Agent actual Cost To Repair in accordance the limitations and procedures set forth herein, if the Lenders following conditions are satisfied in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable a manner reasonably acceptable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid.: (ca) Each of the representations and warranties made by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (d) No no Default or Event of Default shall exist on have occurred and be continuing under the Amendment Effective Date.Loan Documents; (eb) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed Agent's good faith judgment such Net Proceeds together with any additional funds as may be deposited with and pledged to the Administrative Agent, the Collateral Agent and each on behalf of the Lenders and dated Lenders, are sufficient to pay for the Amendment Effective Date covering such matters incident Cost To Repair. In order to the transactions contemplated herein as make this determination, the Administrative Agent may reasonably request.shall be furnished by the Borrower with an estimate of the Cost to Repair accompanied by an independent architect's or engineer's certification as to such Cost to Repair and appropriate plans and specifications for the Repair Work; (gc) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to subject Event of Loss was not a Major Event of Loss; (d) the Administrative Agent addressed in the exercise of its reasonable discretion, shall have determined that all rents from Leases of the subject Collateral Property which are to xxxxx pursuant to their terms are to be payable to the Borrowing Base Property Owner, subject to deductibles, if any, permitted pursuant to the insurance policies to be maintained pursuant to this Agreement, from Rent Loss Proceeds; and (e) in the Administrative Agent's good faith judgment, the Collateral Agent and each of Repair Work can reasonably be completed on or before the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably requesttime required under applicable Laws. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This Amendment shall become effective on The obligation of Purchaser to consummate the date on which acquisition of the Property hereunder is subject to the full and complete satisfaction of each of the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waivedcollectively, the “Amendment Effective Date”"Conditions Precedent"): (a) 6.1.1. The Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by the Credit Parties, the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lender. (b) All fees required to be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid. (c) Each of the representations and warranties made by the Credit Parties of Seller contained in or pursuant to the Credit this Agreement or in or pursuant to the other Credit Documents shall be true true, complete and correct accurate, in all material respects (except that any representation and warranty that is qualified or subject to “materiality”respects, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective date hereof and the Closing Date as if the same were made or re-made on and as of such date except for such representations the Closing Date. 6.1.2. There shall not have been filed by or against Seller at any time prior to or on the Closing Date any bankruptcy, reorganization or receiver petition. 6.1.3. Title to the Property shall be in the condition required by this Agreement and warranties expressly stated shall be insurable at ordinary rates. 6.1.4. Seller shall have performed each and every obligation and covenant of Seller to be made performed hereunder except to the extent waived by Purchaser in writing. 6.1.5. Except as expressly permitted under this Agreement, Seller shall not have entered into any New Leases, or amended, modified, supplemented or terminated any Existing Leases, without the prior written consent of an earlier date (Purchaser. 6.1.6. Seller shall have kept in which case such representations full force and warranties effect with respect to the Property the policies of insurance in effect at the execution of this Agreement. 6.1.7. Subject to the provisions of Section 9.1, below, the Property shall be true in the same condition that it was in on the Effective Date, excepting normal wear and correct tear and any invasive testing performed by Purchaser pursuant to Section 3.2, above, and Seller shall have operated and maintained the Property in a manner consistent with commercially reasonable standards, made all material respects repairs and/or replacements in connection therewith (excepting repair and/or replacement obligations of any tenants under any of the Leases or of Purchaser under Section 3.2, above), and all costs and expenses related thereto shall have been paid in full. 6.1.8. Seller shall not have entered into any new Contracts or amended, modified, supplemented or terminated any of the Assumed Contracts, without the prior written consent of Purchaser. 6.1.9. Except as otherwise provided herein, (i) Seller shall have complied with all laws, rules, regulations, ordinances, judgments, statutes or orders relating to the ownership, operation and maintenance of the Property, and (ii) Seller shall not have taken any action, or omitted to take any required action, which could give rise to a violation of any of same and shall have kept all requisite Entitlements in full force and effect and shall have taken all requisite action necessary to transfer or assign the Entitlements to Purchaser upon Closing. 6.1.10. Seller shall have obtained from tenants occupying, in the aggregate, at least seventy-five percent (75%) of the occupied space of the Building an estoppel certificate ("Estoppel Certificate") in the form attached hereto as Exhibit 6.1.10 or as may be required by Purchaser's lender, which Estoppel Certificate shall (a) confirm, and not in any way materially deviate from, the information contained in the Rent Roll attached hereto as Exhibit 5.1.16 and (b) confirm that such earlier datetenant possesses all licenses, permits and governmental authorizations required to carry out its business operation within the premises. 6.1.11. To the extent applicable, Seller shall have caused to be transferred to Purchaser all Non-Cash Security Deposits (hereinafter defined) posted by tenants under their respective Leases, unless the same have been applied by Seller in good faith, with Purchaser's reasonable prior written approval thereof, upon a default beyond any applicable notice and cure periods by the respective tenant. 6.1.12. From the Approval Date through the Closing Date and except as otherwise permitted under the Agreement, there shall be no flammable or explosive materials, petroleum or petroleum products, natural gas or synthetic gas usable for fuel, radioactive materials, asbestos, radon, PCBs or any other toxic wastes or substances, including, without limitation, any Hazardous Materials Released on the Property (including the land, surface and subsurface soil, surface water, ground water and improvements, if any). From the Approval Date through the Closing Date, there shall be no new Releases of Hazardous Materials or hazardous conditions in the vicinity of the Property which would, in Purchaser's reasonable discretion, adversely affect the marketability of the Property. 6.1.13. No part of the Property shall have been acquired by authority of any governmental agency in the exercise of its power of eminent domain, by purchase in lieu thereof, or by dedication (except at the request of Purchaser). (d6.1.14. There shall be no special assessments or surcharges imposed by any governmental authority or utility company against the Property and/or the owner(s) No Default or Event of Default shall exist on the Amendment Effective Date. (e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company and dated as of the Amendment Effective DateProperty; provided, certifying however, that each condition set forth increases in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxreal estate tax rates, P.C.whether in general or specifically applicable to commercial property, special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, whether for use in the form of Exhibit E-2 Fairfax County general fund or for transportation earmarks, shall not be deemed to the Credit Agreement (be a special assessment or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificatesurcharge hereunder. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This Sections 1 and 2 of this Amendment shall become effective on as of the date on which the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”):) when, and only when: (a) The the Administrative Agent (or its counsel) shall have received from the Required Lenders, the Borrower and the Loan Parties either (i) a counterpart of this Amendment signed on behalf of such Person or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or pdf transmission of a signed signature page of this Amendment) that such Person has signed a counterpart of this Amendment; (b) the Administrative Agent shall have received a counterpart certificate of an Authorized Officer of the Parent certifying that immediately before and after giving effect to this Amendment (i) no Default or Event of Default shall have occurred and be continuing and (ii) the representations and warranties (x) of each Loan Party set forth in the Loan Documents and (y) in Section 4 of this Amendment, executed and delivered by the Credit Partiesin each case, the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lender. (b) All fees required to be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid. (c) Each of the representations and warranties made by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents shall be are true and correct in all material respects as of the Effective Date (except or in the case of Section 4.24 of the Credit Agreement with respect to Schedules 1.01(e)(A) and 1.01(e)(B), as of the date of the most recent delivery prior to the Effective Date of updated Schedules 1.01(e)(A) and 1.01(e)(B) pursuant to Section 5.01(m) of the Credit Agreement); it being understood that, to the extent that any such representation and warranty that is qualified or subject specifically refers to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties date, it shall be true and correct in all material respects as of such earlier datedate and any such representation and warranty that is qualified as to “materiality,” “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to any such qualification therein).; and (dc) No Default or Event of Default shall exist on the Amendment Effective Date. (e) The Administrative Agent Borrower shall have received an officer’s certificate from an Authorized Officer of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory paid to the Administrative Agent addressed (x) all fees in the amounts previously agreed in writing and in accordance with Section 6 below to be paid on the Administrative AgentEffective Date, the Collateral Agent (y) all costs and each expenses of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V.including, special Dutch without limitation the fees, charges and disbursements of Cxxxxx Xxxxxx & Rxxxxxx LLP, counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to for the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent shall have received a good standing certificate (or equivalentz) for the Companyratable account of each Consenting Lender, an amount equal to 0.05% of the outstanding principal amount of such Lender’s Loans on the Effective Date. The effectiveness of this Amendment (other than Sections 7, 8 and 9 hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section 4 hereof.

Conditions. (a) This Second Amendment shall become effective on the date on which the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”): (a) The Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by the Credit Parties, the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lender. (b) All fees required to be paid to when the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of or its counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid. (c) Each of the representations and warranties made by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (d) No Default or Event of Default shall exist on the Amendment Effective Date. (e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and executed counterpart (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance or written evidence reasonably satisfactory to the Administrative Agent addressed to (which may include a facsimile or other electronic transmission) that such party has signed a counterpart) of this Second Amendment from the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent2017 Incremental Term Loan Lender, the Collateral Agent Borrower and each of Holdings; provided that the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 amendments to the Credit Agreement contemplated by Section 3 hereof shall only become effective upon the satisfaction (or such other form reasonably acceptable to waiver by the Administrative Agent2017 Incremental Term Loan Lender) with appropriate insertions, together with copies of the certificate or articles conditions set forth in Section 4(b) and the funding of incorporation and by-laws the 2017 Incremental Term Loans. (b) The 2017 Incremental Term Loan Lender shall be required to fund its Second Amendment Incremental Commitment when the following conditions shall have been satisfied (or other equivalent organizational documents relating to any Dutch Credit Party)waived by the 2017 Incremental Term Loan Lender) (such date, as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate.“Second Amendment Effective Date”): (i) The Administrative Agent shall have received (i) a good standing certificate Borrowing Request (or equivalentanother written request, the form of which is reasonably acceptable to the Administrative Agent) for in respect of the Company.2017 Incremental Term Loans meeting the requirements of Section 2.03 of the Credit Agreement and (ii) a notice of prepayment (in a form reasonably acceptable to the Administrative Agent) in respect of the Revolving Loans to be prepaid with $35,000,000 of the net proceeds of the 2017 Incremental Term Loans meeting the requirements of Section 2.11(a) of the Credit Agreement; (ii) All reasonable and documented expenses and other compensation payable to (i) the Administrative Agent pursuant to Section 9.03(a) of the Credit Agreement and (ii) the 2017 Incremental Term Loan Lender pursuant to that certain Fee Letter dated June 29, 2017 between the 2017 Incremental Term Loan Lender and the Borrower, in each case, shall have been paid (or netted from the proceeds of the 2017 Incremental Term Loans, as applicable) and otherwise invoiced at least three (3) Business Days prior to the Second Amendment Effective Date; (iii) Each Guarantor shall have entered into the Guarantor Consent and Reaffirmation attached as Exhibit B hereto (the “Consent”) on the Second Amendment Effective Date; (iv) The Administrative Agent shall have received a certificate, dated the Second Amendment Effective Date, executed by a Responsible Officer of the Borrower certifying and attaching copies of (i) the resolutions adopted by (x) the Borrower and Holdings and approving and authorizing the execution, delivery and performance of this Second Amendment and (y) each Guarantor approving and authorizing the execution, delivery and performance of the Consent, and

Conditions. This Amendment With respect to Article 19.2, unless all of the Parties have notified their desire to withdraw from a License pursuant to Article 19.2.1 (in which event, for the avoidance of doubt, the relevant License will be surrendered): (i) a Party which has notified its intention to withdraw from a License pursuant to Article 19.2.1 (a "WITHDRAWING PARTY") shall, promptly after the expiry of the period of thirty (30) days referred to in Article 19.2.1, assign all of its interest to the non-withdrawing Parties as wish or are obliged to accept it, which shall become (unless otherwise agreed by such non-withdrawing Parties) be allocated to them in the proportion in which their respective Percentage Interests prior to the effective on date of withdrawal (as hereinafter defined) bears to the total of the same; (ii) the Withdrawing Party shall promptly join in such actions as may be necessary or desirable to obtain any consent of the Government in connection with, and shall execute and deliver any and all documents necessary to effect, any such assignment. A withdrawal shall not be effective and binding upon the Parties until the date upon which the same shall have been done ("the effective date of withdrawal" shall be the date of expiry of the period of thirty (30) days referred to in Article 19.2.1); (iii) the Withdrawing Party shall promptly join in all actions required by the other Parties for the maintenance of the Licenses provided that its participation in such actions shall not cause it to incur, after the date on which notice of withdrawal is given, any financial obligations except as provided in this Article 19; (iv) the following conditions precedent have been satisfied Withdrawing Party shall pay all costs, including license registration fees, fines and penalties which may be prescribed by the Government and all reasonable and documented costs and expenses incurred by the other Parties in connection with such withdrawal; (v) the Withdrawing Party shall not be allowed to withdraw from the Licenses if its interest is subject to any liens, charges or waived encumbrances (other than (a) rents and royalties due under the Licenses or the Petroleum Law (b) the ERSAN Royalty Interest (as defined in Article 1 of this Agreement) and (c) a lien, charge or encumbrance granted in favour of all of the other parties and securing the performance of obligations under this Agreement), unless the other Parties are willing to accept the assignment subject to such additional liens, charges or encumbrances; (vi) unless the Party or Parties acquiring its interest agree to accept the withdrawing Party's liabilities and obligations, the Withdrawing Party shall remain liable and obligated for its Percentage Interest share of all expenditure accruing to the Joint Account under any Program and Budget approved by the Operating Committee and authorized by AFE prior to the date on which notice of withdrawal is given, even if the operations concerned are to be implemented thereafter, provided always that this sub-paragraph (vi) shall not render a Withdrawing Party liable for any amounts which such conditions shall Party would not have been so satisfied obliged to pay had it not withdrawn; (vii) the Withdrawing Party shall remain liable and obligated for its share of all costs and obligations that in any way relate to the abandonment of Joint Operations or waived, a Exclusive Risk Project in which such withdrawing Party participated in accordance with any abandonment agreement entered into pursuant to Article 5 or with the “Amendment Effective Date”):provisions of this Agreement if abandonment operations commence within three (3) years after the effective date of withdrawal; and (viii) if the Withdrawing Party withdraws from some only of the Licenses: (a) The Administrative Agent the non-withdrawing Parties in respect of the Licenses from which the Withdrawing Party is withdrawing shall have received promptly execute a counterpart joint operating agreement in identical terms, mutatis mutandis, to this Agreement, except that such agreement shall exclude the Withdrawing Party as a party, shall relate only to the Licenses from which the Withdrawing Party has withdrawn, shall reflect the Percentage Interests of this Amendmentthe non-Withdrawing Parties in the relevant Licenses immediately following completion of the assignments effected or to be effected pursuant to sub-paragraph (i) above, executed and delivered by shall take effect from the Credit Parties, the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lender.completion of such assignments; and (b) All fees required with effect from the completion of such assignments, this Agreement shall cease to be paid apply to the Administrative Agent Licenses the subject of the new agreement entered into pursuant to sub-paragraph (viii)(a) above and the Lenders all associated Joint Operations and Joint Property, provided that any decisions, notices, actions or other things made, given or done under and in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or accordance with this Agreement prior to the Amendment Effective Date that time and relating solely to such Licenses and associated Joint Operations and Joint Property shall be deemed to have been paid. (c) Each of the representations taken under and warranties made by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents accordance with, and shall be true equally effective and correct in all material respects (except valid for purposes of, that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date)new agreement. (d) No Default or Event of Default shall exist on the Amendment Effective Date. (e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This No part of this Amendment shall become effective on until the Borrower shall have delivered (or shall have caused to be delivered) to Bank (unless otherwise waived or deferred by Bank) each of the following, in Proper Form: (1) certificates dated as of the date on which hereof of the following conditions precedent have been satisfied Secretary or waived (any Assistant Secretary of Borrower and each Guarantor authorizing the date on which such conditions shall have been so satisfied or waivedexecution, the “Amendment Effective Date”): (a) The Administrative Agent shall have received a counterpart delivery and performance of this Amendment, executed and delivered by the Credit Parties, the Administrative Agent, the Supermajority Lenders, each Incremental such other related documents and information as Lender and the Swingline Lender.may request; (b2) All a Notice of Entire Agreement executed by Borrower and Lender as of the date hereof; (3) Lender's facility fee in the amount of $25,000; (4) evidence of the payment of any and all legal fees required and expenses incurred to be paid to the Administrative Agent and the Lenders date by Lender in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses with this Amendment (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agentwithout limitation, the Lenders negotiation and preparation of this Amendment and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid. (c) Each of the representations and warranties made by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier daterelated Loan Documents). (d5) No Default or Event of Default shall exist on the Amendment Effective Date.replacement Revolving Note in the form attached hereto as EXHIBIT A, duly executed by Borrower; (e6) The Administrative Agent shall have received an officer’s certificate the replacement Term Note A in the form attached hereto as EXHIBIT B, duly executed by Borrower; (7) a Second Supplemental Deed of Trust in the form attached hereto as EXHIBIT C attached hereto and incorporated herein by reference for all purposes, duly executed by Borrower; (8) a Trademark Security Agreement covering the trademarks being acquired from an Authorized Officer Cybex International, Inc. pursuant to the terms and conditions of the Company and Asset Purchase Agreement dated as of the , 1997, between Borrower and Cybex International, Inc.; (9) a First Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and to Subordination Agreement dated as of , 1997, by and among the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & XxxxxxBorrower, P.C., special New York counsel to the Credit Parties, an opinion in form Maxxim and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit PartyLender, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation attached hereto as EXHIBIT D attached hereto and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) incorporated herein by reference for the Company.all purposes;

Conditions. This Amendment shall become effective on only upon the date on which satisfaction in full, in a manner satisfactory to the Agent, of the following conditions precedent (the first date upon which all such conditions have been satisfied or waived being herein called the (the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”):). (a) The Administrative Agent shall have received a counterpart all of this Amendmentthe following documents, each document (unless otherwise indicated) being dated the date hereof, duly authorized, executed and delivered by the Credit Partiesparties thereto, and in form and substance reasonably satisfactory to the Administrative Agent, the Supermajority Lenders, each Incremental Lender Agent and the Swingline LenderLenders: (i) this Amendment; (ii) that certain Collateral Account Agreement made by the Borrower in favor of the Agent in substantially the form attached hereto as Exhibit D (the “Collateral Account Agreement”); and (iii) such additional documents, instruments and information as the Agent or the Lenders or their legal counsel may reasonably request. (b) All fees required to be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid. (c) Each of the The representations and warranties made by the Credit Parties contained in or pursuant to the Credit Agreement or and/or in or pursuant to the other Credit Loan Documents shall be true and correct in all material respects each case, as Modified hereby (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respectsherein defined) on and as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties contained herein shall be true and correct in all material respects as of the Effective Date as if made on such date, except to the extent such representations and warranties (i) relate to the Specified Defaults or any matter with respect to which written notice has been given to the Agent and/or the Lenders by the Borrower pursuant to and in accordance with the Credit Agreement or (ii) which by their terms expressly speak as of an earlier date); (c) Borrower shall be in full compliance with the terms of the Collateral Account Agreement and shall have deposited, or caused to be deposited, into the Collateral Account (as defined in the Collateral Account Agreement) an additional amount equal to $624,798.96 so that the total amount deposited in the Collateral Account is not less than $12,756,508.52. (d) No All corporate proceedings taken in connection with the transactions contemplated by this Amendment and all documents, Fifth Amendment to Credit Agreement instruments and other legal matters incident thereto shall be reasonably satisfactory to the Agent, the Lenders and their legal counsel; and (e) Except for the Specified Defaults, no Default or Event of Default shall exist on have occurred or be continuing or shall result from the Amendment Effective Dateeffectiveness of this Amendment. (e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This Amendment shall become effective on as of the first date on which each of the following conditions precedent have been is satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”): (a) The Administrative the Agent shall have received from each of the Borrower, the Agent and each Lender (including each institution that will be a Lender after giving effect to the amendments set forth herein) either (i) a counterpart of this Amendment signed on behalf of such party or (ii) evidence satisfactory to the Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of this Amendment, executed and delivered by the Credit Parties, the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lender. ; (b) All fees required to be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid. (c) Each of the representations and warranties made by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (d) No Default or Event of Default shall exist on the Amendment Effective Date. (e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer such documents and certificates as the Agent may reasonably request relating to the existence of the Company Borrower, the corporate authority for and dated as validity of the Amendment Effective Datethis Amendment, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxany other matters relevant hereto, P.C., special New York counsel to the Credit Parties, an opinion all in form and substance reasonably satisfactory to the Administrative Agent addressed to Agent; (c) the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Partysigned by the Chief Financial Officer or the Vice President, Finance of the Borrower, dated the Amendment Effective Date, signed by an Authorized Officer to the effect that (i) no Default has occurred and is continuing as of such Credit Party the Amendment Effective 5 Date and (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer ii) the representations and warranties of such Credit Party, attested to by another Authorized Officer the Borrower set forth in Article IV of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to as amended hereby and adjusted as provided in Section 3 above) are true in all material respects on, and as of, the Administrative AgentAmendment Effective Date; (d) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent shall have received a good standing certificate an opinion of each of (or equivalenti) Xxxxxxx X. Xxxxxx III, Esq., counsel to the Borrower, (ii) Xxxxx Xxxx &Wardwell LLP, special counsel to the Borrower, and (iii) Drinker Xxxxxx & Xxxxx LLP, Pennsylvania counsel to the Borrower, in each case given upon the Borrower’s express instructions substantially in the forms of Exhibits E-1, E-2 and E-3, respectively, to the Credit Agreement; (e) The Agent shall have received for the Companyaccounts of the Lenders all interest, fees and other amounts accrued to or owing as of the Amendment Effective Date under the Credit Agreement, whether or not at the time due and payable; (f) the Agent shall have received reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement or under Section 5 hereof; and (g) The Borrower shall have paid all fees payable by it in connection with this Amendment. The Agent shall promptly notify the Borrower and the Lenders of the Amendment Effective Date, and such notice shall be conclusive and binding on all parties hereto.

Conditions. This The effectiveness of this First Amendment shall become effective on is subject to the date on which satisfaction of the following conditions precedent have been (other than the condition set forth in paragraph (h) below (which may be satisfied or waived (after the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”hereof)): (a) The Administrative Agent the Lender shall have received a counterpart of this Amendment, First Amendment duly executed and delivered by the Credit Parties, the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lender.all signatories hereto; (b) All fees required to be the Borrower shall have paid to the Administrative Agent Lender an upfront fee equal to 0.50% of the Revolving Commitment, as increased by this First Amendment, such fee to be non-refundable and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid.fully earned upon receipt; (c) Each the Lender shall have received a written opinion of Txxxxxxx Sxxxxxx LLP addressed to the Lender and covering substantially all of the matters set forth in the opinion rendered on the Closing Date of the Credit Agreement but as they relate to this First Amendment and otherwise in form and substance satisfactory to the Lender; (d) the Lender shall have received a certificate of the Secretary or Assistant Secretary of the Borrower, attaching and certifying resolutions of its board of directors authorizing the execution, delivery and performance of this First Amendment and certifying the name, title and true signature of each officer of the Borrower executing the Loan Documents and otherwise in form and substance satisfactory to the Lender; (e) the Lender shall have received a certificate dated the date hereof and signed by a Responsible Officer, certifying that (w) no Default or Event of Default exists, (x) all representations and warranties made by of the Credit Parties Borrower set forth in or pursuant to the Credit Agreement or in or pursuant to the other Credit Loan Documents shall be remain true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of such date hereof (except for to the extent such representations and warranties expressly stated relate to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). , (dy) No Default or Event of Default shall exist on the Amendment Effective Date. (e) The Administrative Agent since June 30, 2015, there shall have received an officer’s certificate from an Authorized Officer been no change, event or other circumstance which has had or could reasonably be expected to have a Material Adverse Effect and (z) no consents, approvals, authorizations, registrations, filings or orders of the Company type described in section 5(f) below are required to be made or obtained in connection with the execution, delivery, performance, validity and dated as enforceability of the Amendment Effective DateLoan Documents or any transaction contemplated thereby, certifying other than those that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date.obtained; (f) The Administrative Agent the Lender shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxcertified copies of all consents, P.C.approvals, special New York counsel authorizations, registrations and filings and orders required to be made or obtained under any applicable laws, or by any contractual obligation of the Borrower, in connection with the execution, delivery, performance, validity and enforceability of this First Amendment or any of the transactions contemplated hereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any Governmental Authority regarding the Revolving Loans or any transactions being financed with the proceeds thereof shall be ongoing; (g) the Lender shall have received a duly executed Revolving Credit Note payable to the Credit Parties, an opinion Lender in form and substance reasonably satisfactory a face amount equal to the Administrative Agent addressed to Revolving Commitment, as increased hereby; (h) the Administrative AgentLender shall have received the results of a recent UCC, the Collateral Agent tax, judgment and each lien searches in respect of the Lenders Borrower, and dated such searches shall reveal no Liens of record other than Liens permitted pursuant to Section 7.2 of the Amendment Effective Date covering Credit Agreement; (i) the Borrower shall have paid all fees and expenses contemplated by Section 8 hereof; and (j) the Lender shall have received such matters incident other documents, instruments and agreements as the Lender may reasonably request relating to the transactions contemplated herein as the Administrative Agent may reasonably requestherein. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This Amendment shall become effective on as of the date on which the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “First Amendment Effective Date”) upon which each of the following conditions is satisfied (or waived by the Investor): (a) The Administrative Agent Company and the Investor shall have received a counterpart of this Amendment, duly executed and delivered by the Credit Parties, the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lenderthis Amendment. (b) All fees required to be paid The Company, the applicable Subsidiaries of the Company, the Lenders and Oaktree shall have duly executed and delivered the Oaktree Second Amendment, in form and substance satisfactory to the Administrative Agent Investor. (c) The Investor shall have received payment in cash from the Company of an amendment fee in the amount of $100,000, which amendment fee shall be payable in immediately available funds, fully earned when paid and the Lenders in connection herewith, accrued shall not be refundable for any reason whatsoever. (d) The Company shall have paid all reasonable and documented out-of-pocket costs expenses incurred by the Investor in connection with the transactions contemplated by this Amendment, including but not limited to reasonable and expenses (including, to the extent invoiced in advance, reasonable legal fees and documented out-of-pocket expenses fees, charges and disbursements of counsel) and other compensation due and payable outside counsel to the Administrative Agent, the Lenders and the Incremental Lenders on or Investor incurred prior to or on the First Amendment Effective Date shall have been paidDate. (ce) Each Immediately before and immediately after giving effect to this Amendment and the Oaktree Second Amendment and the consummation of the transactions contemplated hereby and thereby, no Event of Default shall have occurred and be continuing. (f) The representations and warranties made by the Credit Parties set forth in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents Section 3 shall be true and correct in all material respects on and as of the First Amendment Effective Date (except or, if made as of a specific date, as of such date); provided, that to the extent that any such representation and or warranty that is qualified by the term “material” or subject to “materiality”, “Material Adverse Effect,” such representation or warranty (as so written, including the term “material” or similar language “Material Adverse Effect”) shall be true and correct in all respects) on and respects as of the First Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (d) No Default or Event of Default shall exist on the Amendment Effective Date. (e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party)date, as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This Amendment No. 3 shall become effective on the date on which the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “"Amendment Effective Date”):"); provided, that the Administrative Agent shall have received: (a) The Administrative Agent shall have received a counterpart counterparts of this Amendment, Amendment No. 3 duly executed and delivered by the Credit PartiesBorrower, the Administrative AgentSubsidiary Guarantors, the Supermajority Lenders, each Incremental Lender and the Swingline Lender. (b) All fees required to be paid to the Administrative Agent and the percentage of Lenders required by the Credit Agreement; (b) duly executed originals of a certificate of the Chief Executive Officer or Chief Financial Officer of the Borrower and each other Credit Party, dated as of the date hereof, stating that (A) since November 30, 2002 (i) no event or condition has occurred or is existing which could reasonably be expected to have a Material Adverse Effect; (ii) no litigation has been commenced which, if successful, would have a Material Adverse Effect or could challenge any of the transactions contemplated by the Credit Agreement and the other Loan Documents; (iii) there have been no Restricted Payments made by the Borrower or any of its Subsidiaries other than in accordance with the Credit Agreement; and (iv) there has been no material increase in liabilities, liquidated or contingent, and no material decrease in assets of the Borrower or any of its Subsidiaries, and (B) all necessary governmental (domestic and foreign) and third party approvals in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to with the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders Credit Agreement and the Incremental Lenders on or prior to the transactions contemplated by this Amendment Effective Date shall No. 3 have been paid.obtained and remain in effect; (c) Each without setoff, deduction or counterclaim, on account of each Lender that has executed and delivered (including delivery of way of facsimile) a copy of this Amendment No. 3 to the attention of Kay McNab at Winston & Strawn LLP, 35 West Wacker Drive, Chixxxx, Xxxxxxxx 00000, txxxxxxy numbxx 000-000-0000, at or prior to 2:00 p.m. (New York City time) xx Xxxxxxxx 31, 2003 (the "Delivery Date"), from the Borrower a non-refundable amendment fee (the "Amendment Fee") in an amount equal to 0.25% of the representations sum of such Lender's Revolving Commitment, Term A Loans and warranties made by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and New Term B Loans as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).Delivery Date; (d) No Default or Event from the Borrower all fees and expenses of Default shall exist on legal counsel due and payable pursuant to Section 12.4 of the Amendment Effective Date.Credit Agreement (to the extent then invoiced); and (e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company Borrower all fees due and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel owing to the Credit PartiesAgents and the Documentation Agent pursuant to that certain side letter dated December 31, an opinion in form 2002 by and substance reasonably satisfactory to among the Administrative Agent addressed to the Administrative AgentBorrower, the Collateral Agents and the Documentation Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, fees to be paid by the Borrower in connection with the extension of such Credit Party and the resolutions of such Credit Party referred to in such certificateNew Term B Loans. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This Amendment Agreement shall become effective on as of the first date on which (the “Incremental Facility Closing Date”) when each of the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”):satisfied: (a) The the Administrative Agent shall have received a from the Required Lenders an executed counterpart of this Amendment, executed and delivered by the Credit Parties, hereof or other written confirmation (in form satisfactory to the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lender) that such party has signed a counterpart hereof;. (b) All fees required to be paid to the Administrative Agent shall have received from the Borrowers and each other Loan Party, each New Incremental Term Lender and the Lenders Administrative Agent an executed counterpart hereof or other written confirmation (in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable form satisfactory to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid.) that such party has signed a counterpart hereof; (c) Each each of the representations and warranties made by the Credit Parties any Loan Party contained in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents Section 6 above shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Incremental Facility Closing Date after giving effect hereto and to any extension of credit requested to be made on the Incremental Facility Closing Date with the same effect as if though such representations and warranties had been made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).; (d) No the Parent Borrower and its Subsidiaries are in compliance with Sections 6.10 and 6.11 on a pro forma basis after giving effect to the 2011 Incremental Term Loans and the application of proceeds therefrom as if made and applied on the date hereof; (e) no Default or Event of Default shall exist on have occurred and be continuing or shall result from the Amendment Effective Date.borrowing of the 2011 Incremental Term Loans; (ef) The the Administrative Agent shall have received an officer’s certificate from an Authorized Officer a certificate, dated the Incremental Facility Closing Date and signed by the president or chief financial officer or treasurer of the Company and dated as parent Borrower, confirming the accuracy of the Amendment Effective Date, certifying that each condition representations and warranties set forth in Sections 3(c) Section 6 above and (d) hereof have been satisfied on and as confirming the satisfaction of the Amendment Effective Date.conditions in clause (e) above; (fg) The the Parent Borrower and its Subsidiaries shall be solvent on a consolidated basis after giving effect to the Borrowing of the 2011 Incremental Term Loans and the Administrative Agent shall have received a certificate from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxthe chief financial officer or treasurer of the Parent Borrower, P.C.substantially in the form of the solvency certificate delivered by the Parent Borrower on the Closing Date (with such modifications as may be agreed between the Parent Borrower and the Administrative Agent); (h) the Administrative Agent shall have received, special New York counsel for the ratable benefit of each Lender (as defined under the Credit Agreement immediately prior to the effectiveness of this Agreement) that consents in a timely manner to the Amendment, a consent fee equal to 0.05% of (a) the outstanding principal amount of such Lender’s Term Loans immediately prior to the making of the 2011 Incremental Term Loans and (b) such Lender’s Revolving Commitment; (i) the Administrative Agent shall have received all fees and other amounts due and payable by the Borrowers on the Incremental Facility Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrowers (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent) under the Credit PartiesAgreement; (j) the Administrative Agent shall have received such certificates, an opinion resolutions or other documents of the Loan Parties as the Administrative Agent may reasonably require in connection herewith, including all documents and certificates it may reasonably request relating to (i) the organization, existence and good standing of each Loan Party, (ii) the corporate or other authority for and validity of this Agreement and (iii) the incumbency of the officers of each Loan Party executing this Agreement, and other matters relevant hereto, all in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request.; (gk) The the Administrative Agent shall have received from DLA Piper Nederland a written opinion of (i) Dxxxx Xxxx & Wxxxxxxx LLP, counsel to the Parent Borrower and its Subsidiaries, (ii) Dxxxx Xxxxx, General Counsel for the Consolidated Entities and (iii) NautaDutilh N.V., special Dutch counsel to counsel, each dated the Dutch Credit Parties, an opinion Incremental Facility Closing Date and in form and substance reasonably satisfactory to the Administrative Agent addressed Agent; the Borrowers hereby request such counsel to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering deliver such matters incident to the transactions contemplated herein as opinions; (l) the Administrative Agent may shall have received, sufficiently in advance of the Incremental Facility Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the United States PATRIOT Act that has been reasonably request.requested by the Administrative Agent or the New Incremental Term Lenders a reasonable time in advance of the Incremental Facility Closing Date; and (hm) The the Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer notice of such Credit Party (or, borrowing with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer the 2011 Incremental Term Loans meeting the requirements of such Credit Party, attested to by another Authorized Officer Section 2.02 of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificateAgreement. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This Amendment The transactions contemplated by Sections 1.02, 1.03, 1.04 and 1.05 shall become effective only upon the satisfaction, on a single date (which shall be the date Effective Date) on which or prior to March 31, 1995, of the following conditions precedent have been satisfied or waived (the date on which such conditions capitalized terms used in this Section III and not otherwise defined herein shall have been so satisfied or waived, the “Amendment Effective Date”meanings assigned to them in the Amended and Restated Credit Agreement): (a) The Administrative Agent all the payments referred to in Section 1.06 shall have been made; (b) each Continuing Lender shall have received a counterpart duly executed Note, if requested by such Continuing Lender, in respect of each Credit Facility under which it has a Commitment, complying with the provisions of Section 2.06 of the Amended and Restated Credit Agreement; provided that the receipt of executed Swingline Notes by the Swingline Lender requesting Swingline Notes shall not be a condition to the effectiveness of this AmendmentAgreement or to the obligation of any Continuing Lender to make Loans (other than Swingline Loans to be evidenced thereby); (c) the Agent shall have received, executed on behalf of the Lenders, legal opinions from each of Debevoise & Plimpton, counsel xx xxx Xredit Parties, Richard A. Kalaher, Xxx., Xxxxxx Xxxeral Counsel of ASI, and delivered such foreign counsel to ASI and the Subsidiary Borrowers and other counsel as shall have been requested by the Credit Parties, the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lender. (b) All fees required such opinion to be paid dated the Effective Date and addressed to the Issuing Banks, the Administrative Agent and the Lenders in connection herewithLenders, accrued reasonable and documented out-of-pocket costs and expenses (includingas to such matters as the Agent may reasonably request, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior Borrowers hereby instruct each such counsel to the Amendment Effective Date shall have been paid.deliver such opinions; (cd) Each of the representations and warranties made by set forth in Article III of the Credit Parties in or pursuant to the Amended and Restated Credit Agreement or and in or pursuant to the other each Credit Documents Document shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of such date with the Amendment Effective Date same effect as if though made on and as of such date date, except for to the extent such representations and warranties expressly stated relate to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (d) No Default or Event of Default shall exist on the Amendment Effective Date.; (e) The Administrative Agent all legal matters incidental to this Agreement, the Amended and Restated Credit Agreement, the Borrowings thereunder, the Credit Documents and the Transactions shall have received an officer’s certificate from an Authorized Officer of be satisfactory to the Company Lenders and dated as of the Amendment Effective Dateto Cravath, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date.Swaine & Moore, counsel for xxx Agent; (f) The Administrative the Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxreceived, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each on behalf of the Lenders and dated Lenders, (i) in the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each case of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such any Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer which the certificate or articles of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement incorporation (or such other form reasonably acceptable to the Administrative Agentanalogous document) with appropriate insertionshas been changed since June 1, together with copies 1993, a copy of the certificate or articles of incorporation (or other analogous document), including all amendments thereto, of such Credit Party, certified (where reasonably available, in the case of any Credit Party organized outside the United States) as of a recent date by the Secretary of State (or other appropriate Governmental Authority) of the state (or country) of its organization, or other evidence reasonably satisfactory to the Agent as to the organization of such Credit Party; (ii) a certificate as to the good standing or subsistence (or other analogous certification), to the extent available, of each of the Credit Parties as of a recent date, from the appropriate Secretary of State (or other appropriate Governmental Authority) or other evidence reasonably satisfactory to the Agent as to the good standing of such Credit Party; (iii) a certificate of the Secretary or Assistant Secretary (or other Responsible Officer, in the case of Credit Parties that do not have a Secretary or an Assistant Secretary) of each Credit Party dated the Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or other equivalent organizational analogous documents relating to any Dutch Credit Party), as applicable, the extent available) of such Credit Party as in effect on the Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Credit Party referred (and, if necessary, resolutions duly adopted by the shareholders or other equity owners of such Credit Party) authorizing the execution, delivery and performance of the Amended and Restated Credit Agreement and the Credit Documents to which such Credit Party is or is to be a party and, in the case of the Borrowers, the Borrowings, and that such certificate.resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation (or analogous documents) of such Credit Party have not been amended since the date of the last amendment thereto shown on the certificate (or other analogous certification or such other evidence reasonably satisfactory to the Agent) furnished pursuant to clause (i) above or, if no such certificate is required to be furnished under (i) above, since June 1, 1993, and (D) as to the incumbency and specimen signature of each officer executing the Amended and Restated Credit Agreement, any Credit Document or any other document delivered in connection herewith on behalf of such Credit Party; (iv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (iii) above; and (v) such other documents as the Lenders, the Issuing Banks or Cravath, Swaine & Moore, counsel for xxx Agent, may reasonably request; (g) the Agent shall have received, on behalf of the Lenders, an Officer's Certificate of ASI, dated the Effective Date, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01 of the Amended and Restated Credit Agreement insofar as such conditions precedent relate to ASI and its Subsidiaries; (h) the Agent shall have received all Fees and other amounts due and payable on or prior to the Effective Date, including reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by any of the Borrowers hereunder or under any Credit Document (to the extent invoices and statements therefor have been received); (i) the Security Documents and the Guarantee Documents shall be in full force and effect on the Effective Date. The Administrative Collateral Agent on behalf of the holders of the Obligations shall have a security interest in the Collateral of the type and priority described in each Security Document, perfected to the extent contemplated by Section 3.09 of the Amended and Restated Credit Agreement; (j) the Agent shall have received, on behalf of the Lenders, a satisfactory Perfection Certificate dated the Effective Date from ASI, demonstrating the perfection, to the extent contemplated by Section 3.09 of the Amended and Restated Credit Agreement, of the Liens granted under the Security Documents; (k) the Offering shall have occurred (or shall occur contemporaneously with the initial Borrowings under the Amended and Restated Credit Agreement) on the terms and conditions disclosed to the Lenders prior to execution and delivery of this Agreement (or other terms and conditions approved by the Lenders). The Agent shall have received, on behalf of the Lenders, copies of all documentation executed and delivered in connection with the Offering; (l) the Lenders shall have received a good standing certificate satisfactory pro forma consolidated balance sheet for ASI, reflecting the Transactions, and a satisfactory statement of sources and uses of funds in connection with the Transactions, in each case certified by a Financial Officer of ASI; (m) after giving effect to all Borrowings made on the Effective Date, the Total Revolving Credit Commitment will exceed the aggregate outstanding principal amount of Revolving Credit Loans and Swingline Loans by an amount that equals or equivalentexceeds $150,000,000 (adjusted as necessary to take account of exchange rate fluctuations occurring after the delivery of the Funding Memorandum); (n) ASI shall have taken all actions, if any, necessary to designate its liabilities in respect of the Obligations as senior indebtedness for purposes of the Companysubordination provisions of its subordinated indebtedness (including, in the case of ASI, the Subordinated Securities), and the Obligations shall constitute senior indebtedness for such purposes; (o) the Agent shall have received, on behalf of the Lenders, a report from ASI's independent insurance broker, together with any other evidence reasonably requested by the Lenders, demonstrating that the insurance described in Schedule 3.20 of the Amended and Restated Credit Agreement is in effect; (p) except as contemplated by the Transactions and as otherwise disclosed to the Lenders prior to the execution and delivery of this Agreement and the Amended and Restated Credit Agreement, there shall not have occurred any Prepayment Event or any other material change in the capitalization or corporate structure of Holding or the Borrowers since the date of the most recent balance sheet referred to in Section 3.08 of the Amended and Restated Credit Agreement; (q) the Transactions, including the extensions of credit (and in particular the incurrence of the Loans and the issuance of the Letters of Credit) under the Amended and Restated Credit Agreement, the continuance of the Liens created by the Security Documents and the consummation of the Offering, shall have been approved or exempted by all requisite Governmental Authorities, and all such approvals or exemptions, including any conditions imposed thereby, shall be in form and substance acceptable to the Lenders. No action shall have been taken by any Governmental Authority which restrains or prevents or seeks to restrain or prevent, or imposes or seeks to impose materially adverse conditions upon, any of the Transactions; (r) no action, suit, litigation or similar proceeding at law or in equity or by or before any court or other Governmental Authority shall exist or, in the case of litigation by a Governmental Authority, be threatened, with respect to any of the Transactions which would in the reasonable opinion of the Lenders be likely to result in a Materially Adverse Effect; (s) all aspects of the structure and documentation of the Transactions and all corporate and other proceedings taken or to be taken in connection therewith and all documents incidental thereto, in each case to the extent not otherwise provided for herein, shall be reasonably satisfactory in form and substance to the Agent and to Cravath, Swaine & Moore, counsel for xxx Agent, and the Lenders shall have received copies of all such documents as the Lenders may reasonably request; and (t) the Agent shall have received, on behalf of the Lenders, the duly executed Credit Documents Amendment Agreement referred to in Schedule 1.03 executed by each person which is a party to any Credit Document. Satisfaction of the foregoing conditions shall be conclusively evidenced by (i) receipts executed and delivered by the Agent and ASI, in the case of the condition set forth in clause (a) above and (ii) the making of the payments described in Section 1.06 on the Effective Date, in the case of the conditions set forth in clauses (b) through (t) above; provided that execution and delivery of the receipts referred to in clause (i) above shall not affect the rights of any party hereto to receive amounts due and payable to it and not actually received by such party. Unless and until the transactions contemplated by Sections 1.02, 1.03, 1.04 and 1.05 become effective as provided above, the Credit Documents shall remain in full force and effect in accordance with their respective terms and the rights and obligations of the parties thereto shall not be affected hereby.

Conditions. This Amendment shall become effective on the date on which day and year set forth above (the “Effective Date”) upon satisfaction of each of the following conditions precedent have been satisfied or waived (in form and substance reasonably acceptable to the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”Administrative Agent): (a) The the Administrative Agent (or its counsel) shall have received a counterpart signature pages of this Amendment, executed by each of the parties hereto; (b) each of the conditions precedent (other than the effectiveness of this Amendment) for the effectiveness of that certain Amendment No. 1 to Fee Letter (the “Fee Letter Amendment”), dated as of the date hereof, by and delivered by the Credit Partiesamong GSC Investment Funding LLC, GSC Investment Corp., the Administrative Agent, the Supermajority LendersManaging Agent and Deutsche Bank Securities Inc., each Incremental Lender and the Swingline Lender.as Arranger, shall have been satisfied; (bc) All fees required to be paid to the Administrative Agent and the Lenders in connection herewith(or its counsel) shall have received a favorable opinion letter of Mayer, accrued reasonable and documented out-of-pocket costs and expenses (includingBrown, Rxxx & Maw LLP, counsel to the extent invoiced Borrower and Originator, in advance, reasonable legal fees form and out-of-pocket expenses of counsel) and other compensation due and payable substance satisfactory to the Administrative Agent, with respect to (i) the Lenders and characterization of each transfer of collateral debt obligations from the Incremental Lenders on or prior Originator to the Amendment Effective Date shall have been paid. (c) Each of the representations and warranties made by the Credit Parties in or Borrower pursuant to the Credit Purchase Agreement or in or pursuant to as sales, and (ii) the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as nonconsolidation under the Bankruptcy Code of the Amendment Effective Date as if made on assets and as liabilities of such date except for such representations the Borrower with the assets and warranties expressly stated liabilities of the Originator in the event that the Originator were to be made as of an earlier date (become a debtor in which a case such representations and warranties shall be true and correct in all material respects as of such earlier date).under the Bankruptcy Code; (d) No Default or Event of Default the Termination Date shall exist on the Amendment Effective Date.not have occurred; (e) The Administrative Agent after giving effect to this Amendment, (i) the Borrowing Base Test shall have received an officer’s certificate from an Authorized Officer of be satisfied, as calculated on the Company and dated as of the Amendment Effective Datedate hereof, certifying that each condition set forth in Sections 3(c) and (dii) hereof have been satisfied on and as of the Amendment Effective Date.Drawn Amount shall not be greater than the Facility Amount; and (f) The Administrative Agent the Required Equity Investment shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably requestbe maintained. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This Amendment shall become effective on the date on which the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”): (a) The Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by the Credit Parties, the Administrative Agent, the Supermajority Lenders, each Incremental Lender Agent and the Swingline LenderLenders. (b) All fees required to be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid. (c) Each of the representations and warranties made by the Credit Parties in or pursuant to the Credit Agreement or and each of the representations and warranties made by the Credit Parties in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date, except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such earlier date). (dc) No Default or Event of Default shall exist on the Amendment Effective Date. (ed) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company and Company, dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c4(b) and (dc) hereof have been satisfied on and as of the Amendment Effective Date. (fe) The Administrative Agent shall have received from Xxxxxx Wxxxxx Xxxxxxx Xxxxxxxx & XxxxxxRxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (gf) The Administrative Agent shall have received from DLA Piper Nederland N.V.Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special Dutch English law counsel to the Dutch Credit PartiesAdministrative Agent, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (hg) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V.B.V. or Tesla UK, one of its directors), and, if signed by an Authorized Officer of such Credit PartyParty (or director), attested to by another Authorized Officer (or director) of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party and UK Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificatecertificate (including, with respect to each UK Credit Party, (i) resolutions of the shareholder of that UK Credit Party, (ii) a copy of the specimen signatures of persons duly authorized to sign the Credit Documents (including, without limitation, any Notice of Borrowing) on behalf of that UK Credit Party, and (iii) confirming that borrowing, guaranteeing or securing (as appropriate) the Total Revolving Loan Commitment would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded), and each of the foregoing shall be in form and substance reasonably acceptable to the Administrative Agent. (ih) The Administrative Agent shall have received a good standing certificate (or equivalent) for each Credit Party (excluding Tesla UK) from its jurisdiction of formation. (i) All fees required to be paid to the CompanyAdministrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent and the Lenders on or prior to the Amendment Effective Date shall have been paid to the extent invoices therefor have been provided to the Borrowers at least one Business Day in advance of the Amendment Effective Date. (j) The Administrative Agent shall have a received a solvency certificate from the vice president, treasurer of the Company in the form of Exhibit J to the Credit Agreement. (k) The Administrative Agent shall have a received the results of a recent search, by a Person reasonably satisfactory to the Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property, the creation of security interests in, which is governed by the UCC of any Credit Party (to the extent applicable) in the jurisdiction of formation of each such entity and the location (state and county) where such entities maintain their chief executive offices, together with copies of all such filings disclosed by such search. (l) The Administrative Agent shall have received evidence or otherwise be reasonably satisfied that all other actions required to be taken under each Security Agreement on or prior to the Amendment Effective Date to perfect and protect the security interests purported to be created by each Security Agreement have been taken (other than, in respect of any Security Agreement signed by a UK Credit Party, proper filings to be made in the appropriate filing offices against such UK Credit Party), and each Security Agreement shall be in full force and effect. (i) The Administrative Agent shall have received, at least five days prior to the Amendment Effective Date, all documentation and other information regarding the Borrowers requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrowers at least 10 days prior to the Amendment Effective Date and (ii) to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Amendment Effective Date, any Lender that has requested, in a written notice to the Company at least 10 days prior to the Amendment Effective Date, a Beneficial Ownership Certification in relation to the applicable Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Amendment, the condition set forth in this clause (ii) shall be deemed to be satisfied). (n) The UK Borrower shall have duly authorized, executed and delivered the UK Guaranty in the form of Exhibit P, and the UK Guaranty shall be in full force and effect. (o) The UK Borrower shall have duly authorized, executed and delivered the UK Security Agreement in the form of Exhibit Q, covering all of such UK Borrower’s Security Agreement Collateral. (p) The Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each improved Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the applicable Credit Party relating thereto) and, with respect to any Mortgaged Property on which any “building” (as defined in the Flood Insurance Laws) is located in a special flood hazard area, evidence of flood insurance as and to the extent required under Section 9.03 of the Credit Agreement.

Conditions. This Notwithstanding any provision contained in this Amendment to the contrary, this Amendment shall become not be effective on the date on which the following conditions precedent have been satisfied or waived (the date on which such conditions unless and until Lender shall have been so satisfied or waived, the “Amendment Effective Date”):received: (a) The Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by the Credit Parties, the Administrative Agent, the Supermajority Lenders, each Incremental Lender Amendment and the Swingline Lender.2016 Pricing Letter, duly executed by Borrower; (b) All fees required to be paid to a Certificate of Secretary (with Resolutions), certified by the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses Secretary of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid.Borrower; (c) Each the current Schedule I (Schedule of the representations and warranties made by the Credit Parties in or pursuant Eligible Securities) to the Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).Control Agreement; (d) No Default a certificate of good standing for Borrower issued by the Delaware Secretary of State (or Event other evidence of Default shall exist on the Amendment Effective Date.good standing acceptable to Lender); and (e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer such other documents and information as reasonably required by Lender. Borrower and Lender executed this Amendment as of the Company Effective Date. Borrower: By:/s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Chief Financial Officer By:/s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Treasurer Lender: By:/s/ Xxxxxxxxxxx X. Xxxxxxx Name: Xxxxxxxxxxx X. Xxxxxxx Title: Senior Vice President December 17, 2016 Xxxxx Xxxxxxx & Co. 800 Nicollet Mall, J09S04 Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: Xxxxxx X. Xxxxxxxxx, Chief Financial Officer and Xxxxxxx X. Xxxxxx, Treasurer Re: Amended and Restated Loan Agreement dated as of the Amendment Effective DateDecember 28, certifying that each condition set forth in Sections 3(c2012, executed by U.S. Bank National Association (“Lender”) and Xxxxx Xxxxxxx & Co. (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party“Borrower”), as applicableamended by the First Amendment to Amended and Restated Loan Agreement dated as of December 28, 2013, the Second Amendment to Amended and Restated Loan Agreement dated as of such Credit Party December 19, 2014, the Third Amendment to Amended and Restated Loan Agreement dated as of December 18, 2015 and the resolutions Fourth Amendment to Amended and Restated Loan Agreement dated as of such Credit Party referred to December 17, 2016 (as amended, the “Agreement”; all capitalized terms used and not otherwise defined in such certificate. (i) The Administrative Agent this Amendment shall have received a good standing certificate the respective meanings ascribed to them in the Agreement as amended by this letter agreement). Dear Xxxxxx and Xxx: This letter agreement is the Pricing Letter, as defined in the Agreement (or equivalent) for and amends, restates and replaces the CompanyPricing Letter dated December 18, 2016). The following terms are defined and incorporated into the Agreement by reference: Applicable Margin shall mean 1.75%.

Conditions. This Amendment shall become effective on as of the first date on which the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”):) when each of the following conditions shall have been satisfied: (a) The the Administrative Agent (or its counsel) shall have received from each party hereto (including the Required Lenders) either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy, portable document format (.pdf) or email transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) no Default or Event of Default shall have occurred and be continuing or shall result from any extension of credit requested to be made on the Amendment Effective Date; (c) the Administrative Agent shall have received a counterpart of this Amendmentcertificate, executed and delivered by the Credit Parties, the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lender. (b) All fees required to be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to dated the Amendment Effective Date shall have been paid. and signed by a Responsible Officer of the Parent Borrower, confirming compliance with the conditions set forth in clause (cb) Each of this Section 4.1 and that each of the representations and warranties made by the Credit Parties any Loan Party contained in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents Section 3.1 above shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date after giving effect to the Amendment and to any extension of credit requested to be made on the Amendment Effective Date with the same effect as if though such representations and warranties had been made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).; and (d) No Default or Event of Default shall exist on to the extent invoiced at least one (1) Business Day prior to the Amendment Effective Date. (e) The , the Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company all amounts due and dated as of payable to it or its Affiliates on or prior to the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxincluding, P.C., special New York counsel to the Credit Partiesextent invoiced, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each reimbursement or payment of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer all of such Credit Persons’ reasonable out‑of‑pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (hereunder or such under any other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificateLoan Document. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This The effectiveness of this Amendment shall become effective on is subject to the date on which satisfaction of the following conditions precedent have been satisfied or waived concurrent on November 4, 2016 (the date on which such conditions shall have been so satisfied or waived, the “Fourth Amendment Effective Date”): (a) This Amendment shall have been duly executed and delivered by each Loan Party, the Administrative Agent and the Lenders. (b) The Administrative Agent shall have received certificates executed by a Responsible Officer of each Loan Party attaching (i) resolutions or other action authorizing the actions under this Amendment and the Credit Agreement as amended hereby, (ii) incumbency certificates, (iii) certified copies of the Organization Documents of such Loan Party, in each case, certified as true, accurate and complete and in effect on the Fourth Amendment Effective Date (or a certification that there shall have been no changes to the Organization Documents of such Loan Party since August 2, 2016) and (iv) such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each 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. (c) The Administrative Agent shall have received a counterpart certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in this Section 5 have been satisfied, and (ii) that there has been no event or circumstance since December 29, 2015 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. (d) The Administrative Agent shall have received a certificate attesting to the Solvency of the Loan Parties on a consolidated basis before and after giving effect to this Amendment, executed and delivered by from the Credit Parties, chief financial officer of the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline LenderBorrower. (be) The representations and warranties set forth in Section 4 hereof shall be true and correct. (f) All fees required to be paid and expenses due and owing to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, required to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders be paid on or prior to before the Fourth Amendment Effective Date pursuant to that certain Fourth Amendment Fee Letter dated as of November 4, 2016 by and among the Administrative Agent and the Borrower, shall have been paid. paid (c) Each of the representations and warranties made by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as paid concurrently with the closing of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier datethis Amendment). (d) No Default or Event of Default shall exist on the Amendment Effective Date. (e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V.been reimbursed for all reasonable and documented fees and out-of-pocket charges and other expenses incurred in connection with this Amendment, special Dutch including, without limitation, the reasonable fees and disbursements of counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to for the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as extent documented prior to or on the Administrative Agent may reasonably request. date hereof (h) The Administrative Agent shall have received for the avoidance of doubt, a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer summary statement of such Credit Party (orfees, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation charges and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent disbursements shall have received a good standing certificate (or equivalent) be sufficient documentation for the Companyobligations set forth in this Section 5(g); provided that supporting documentation for such summary statement is provided promptly thereafter).

Conditions. This The effectiveness of this Amendment shall become effective on the date on which is subject to the following conditions precedent have been satisfied or (unless specifically waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”in writing by Agent): (a) The Administrative Borrower shall have executed and delivered this Amendment and such other documents and instruments as Agent may require shall have been executed and/or delivered to Agent; (b) Borrower shall have delivered to Mxxxxxx a Term Note A executed by Borrower in favor of Mxxxxxx, in the amount set forth on Schedule 10.1(C) with respect to Mxxxxxx’x Term Loan A funded amount, as revised pursuant to this Amendment and attached as Exhibit A hereto; (c) Borrower shall have delivered to Mxxxxxx a Term Note B executed by Borrower in favor of Mxxxxxx, in the amount set forth on Schedule 10.1(C) with respect to Mxxxxxx’x Term Loan B funded amount, as revised pursuant to this Amendment and attached as Exhibit A hereto; (d) Borrower shall have delivered to Mxxxxxx a Revolving Note executed by Borrower in favor of Mxxxxxx, in the amount set forth on Schedule 10.1(C) with respect to Mxxxxxx’x Revolving Loan Commitment, as revised pursuant to this Amendment and attached as Exhibit A hereto; (e) Agent shall have received a counterpart Consent and Reaffirmation of this Amendment, Guaranty executed by each of First Tier Holdings and delivered by the Credit Parties, the Administrative Agent, the Supermajority Second Tier Holdings in form and substance satisfactory to Agent and Lenders, each Incremental Lender and the Swingline Lender.in their sole discretion; (b) All fees required to be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid. (c) Each of the representations and warranties made by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (df) No Default or Event of Default shall exist on the Amendment Effective Date. (e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company occurred and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request.be continuing; and (g) The Administrative Agent Borrower shall have received from DLA Piper Nederland N.V.paid to Agent a fee in the amount of $157,684, special Dutch counsel to the Dutch Credit Parties, an opinion in form which fee shall be fully-earned and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each payable as of the date hereof, and shall be allocated among the Lenders and dated the Amendment Effective Date covering such matters incident pursuant to the transactions contemplated herein as the Administrative Agent may reasonably requesteach Lender’s Pro Rata Share before giving effect to this Amendment. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This Amendment shall become effective on Bank's obligations under the date on which Agreement, as hereby amended, are subject to the following conditions precedent have been satisfied or waived (the date on which such conditions conditions: 1. Bank and Borrowers shall have been so satisfied or waived, the “Amendment Effective Date”): (a) The Administrative Agent shall have received a counterpart of this Amendment, executed and delivered this Amendment. 2. Borrowers shall have paid Bank an amendment fee in the amount of $25,000.00. 3. Borrowers shall have executed and delivered such mortgages or deeds of trust as are necessary, in Bank's discretion, to mortgage to Bank 100% of all of Borrowers' Oil and Gas Properties given value by Bank in the Borrowing Base as well as any interest of any Borrower in properties currently being developed either (i) through the joint venture agreement with Penn-Virginia Oil and Gas Corporation or (ii) with proceeds from Borrowers' recently completed subordinated debt issue. 4. Borrowers shall, or will from time to time, have executed such additional mortgages, deeds of trust, financing statement and such other documents as are deemed necessary by Bank in order to perfect a lien in favor of Bank in and to those Oil and Gas Properties necessary to achieve the percentages required by the Credit Parties, the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lendercovenants set forth herein. (b) All fees required to be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid. (c) 5. Each of the Borrower's representations and warranties made by the Credit Parties set forth in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents Section B hereof shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date date hereof, and the date of any subsequent advance with the same effect as if made though such representation and warranty had been on and as of such date. 6. Each Borrower shall have delivered copies of any amendments to each such Borrower's Articles of Incorporation and/or Certificate of Incorporation and all amendments to each such Borrower's by laws occurring subsequent to the date except for of the Original Agreement accompanied by a certificate issued by the secretary or an assistant secretary of the Borrowers, to the effect that each such representations copy is correct and warranties expressly stated complete or a certificate that no such amendments have occurred; 7. Each Borrower shall have delivered a current certificate of incumbency and signature of all of each Borrower's officers who are authorized to execute Loan Documents on behalf of such Borrower, executed by the secretary or an assistant secretary of such Borrower; 8. Each Borrower shall have delivered copies of corporate resolutions approving this Sixth Amendment, the Replacement Note and any other documents required by Bank to be made as executed by each Borrower authorizing the transactions contemplated herein and therein, duly adopted by the board of directors of each of the Borrowers, accompanied by a certificate of the respective secretary or an earlier date (in which case assistant secretary of each Borrower, to the effect that such representations and warranties shall be copies are true and correct copies of resolutions duly adopted at a meeting or by unanimous consent of the board of directors of each Borrower and that such resolutions constitute all the resolutions adopted with respect to such transactions, have not been amended, modified, or revoked in all material respects any respect, and are in full force and effect as of the date of such earlier date)certificate; 9. Borrowers shall have satisfied all conditions set forth in the Agreement. (d) No 10. As of the date hereof, and the date of any subsequent Advance, no Event of Default nor any event which, with the giving of notice or lapse of time, would constitute an Event of Default shall exist on the Amendment Effective Datehave occurred and be continuing. (e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This Amendment shall become effective on the date on which when each of the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “First Amendment Effective Date”): (a) This Amendment shall have been duly executed and delivered by each Loan Party, the Administrative Agent and the Lenders. (b) The Administrative Agent shall have received a counterpart certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in this AmendmentSection 4 have been satisfied, executed (ii) that there has been no event or circumstance since December 31, 2023 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (iii) that there have been no changes to the Organizational Documents of the Loan Parties delivered by the Credit Parties, to the Administrative Agent, Agent on the Supermajority Lenders, each Incremental Lender and the Swingline LenderClosing Date. (bc) The representations and warranties set forth in Section 3 hereof shall be true and correct. (d) All fees required to be paid and expenses due and owing to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, required to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders be paid on or prior to before the First Amendment Effective Date pursuant to that certain First Amendment to Amended and Restated Credit Agreement Fee Letter dated as of October 29, 2024 by and between the Administrative Agent and the Borrower, shall have been paid. paid (c) Each of the representations and warranties made by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as paid concurrently with the closing of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier datethis Amendment). (d) No Default or Event of Default shall exist on the Amendment Effective Date. (e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer been reimbursed for all reasonable and documented fees and out-of-pocket charges and other expenses incurred in connection with this Amendment, including, without limitation, the reasonable fees and disbursements of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to for the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel extent documented and delivered to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory Borrower prior to the Administrative Agent addressed to date hereof (for the Administrative Agentavoidance of doubt, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer summary statement of such Credit Party (orfees, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation charges and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent disbursements shall have received a good standing certificate (or equivalent) be sufficient documentation for the Companyobligations set forth in this Section 4(e); provided that supporting documentation for such summary statement is provided promptly thereafter).

Conditions. This Amendment The Incremental Commitments shall become effective on as of the date on which Increase Effective Date; provided that: (i) the following conditions precedent have been satisfied or waived (the date on which such conditions Borrower shall have been so satisfied or waived, the “Amendment Effective Date”): (a) The Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by the Credit Parties, the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lender. (b) All fees required to be paid to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Incremental Commitments and the Lenders in connection herewithCredit Extensions, accrued reasonable and documented out-of-pocket costs and expenses (including, if any to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders be made on or prior to the Amendment such Increase Effective Date shall have been paid. (cA) Each of the representations and warranties made by the Credit Parties contained in or pursuant to the Credit Agreement or in or pursuant to Article V and the other Credit Loan Documents shall be are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that (except that 1) 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, (2) any representation and or warranty that is already by its terms qualified or subject as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and respects as of such date except (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for such purposes of this Section 2.15, the representations and warranties expressly stated to be made as contained in subsections (a) and (b) of an earlier date (in which case such representations and warranties Section 5.05 shall be true deemed to refer to the most recent statements furnished pursuant to subsections (a) and correct in all material respects as (b), respectively, of such earlier date).Section 6.01, and (B) no Default exists; (dii) No Default or Event of Default the Borrower shall exist on have delivered any Notes requested by the Amendment Effective Date.Lenders to reflect such Incremental Commitments; (eiii) The the Administrative Agent shall have received an officer’s certificate documentation from an Authorized Officer each Person providing such Incremental Commitments evidencing its share of the Company Incremental Commitments and dated as its obligations under this Agreement in form and substance reasonably acceptable to the Administrative Agent, including, in the case of a new Lender, a New Lender Joinder Agreement, subject in each case to any requisite consents required under Section 11.06; (iv) the Borrower shall have paid such fees to the Administrative Agent, for its own account and for the benefit of the Amendment Effective Date, certifying that each condition set forth Lenders participating in Sections 3(c) such Incremental Commitments as are agreed mutually at the time and (d) hereof shall have been satisfied on and as of paid to MLPFS any fees required to be paid pursuant to the Amendment Effective Date.Fee Letter to which MLPFS is a party in connection with such Incremental Commitments; (fv) The the Borrower shall make any breakage payments in connection with any adjustment of Revolving Credit Loans pursuant to Section 2.15(d); (vi) if requested by the Administrative Agent or any Lender or other Eligible Assignee participating in such Incremental Commitments, the Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York a favorable opinion of counsel (which counsel shall be reasonably acceptable to the Credit PartiesAdministrative Agent), an opinion in form and substance reasonably satisfactory addressed to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering Lender, as to such customary matters incident to the transactions contemplated herein concerning such Incremental Commitments as the Administrative Agent may reasonably request.; and (gvii) The Administrative Agent the Borrower shall have received from DLA Piper Nederland N.V.delivered or caused to be delivered such other assurances, special Dutch counsel to the Dutch Credit Partiescertificates, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to documents, consents or opinions as the Administrative Agent, the Collateral Agent and each any 70 of the Lenders and dated the Amendment Effective Date covering or other Eligible Assignees providing such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (Incremental Commitments or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form case of Exhibit E-2 to Incremental Revolving Commitments, any L/C Issuer or the Credit Agreement (or such other form Swing Line Lender, reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificatemay require. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This Amendment shall become be effective on the date on which the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”) once each of the following have been delivered to Agent and Lenders (provided that, if the GE Acquisition is not closed on or before August 31, 2006, this Amendment shall be of no force and effect and no arrangement fee shall be due to Agent in connection with this Amendment): (a) The Administrative this Amendment executed by Borrowers, Agent shall have received a counterpart of this Amendment, executed and delivered by the Credit Parties, the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lender.; (b) All fees required to be paid to Guarantors’ Consent and Agreement executed by the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid.Guarantors; (c) Each replacement Revolving Note executed by Borrowers and made payable to Bank of America, N.A. in the representations and warranties made by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as original principal amount of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).$42,000,000; (d) No Default or Event Agent’s satisfactory completion of Default shall exist on due diligence with respect to the Amendment Effective Date.Borrowers, Guarantors, and the GE Acquisition, including but not limited to Agent’s review of (i) the Borrowers and Guarantors’ financial performance and forecasts, (ii) the quality and quantity of assets being acquired in the GE Acquisition, (iii) the collateral securing the Credit Agreement, (iv) the definitive Asset Purchase Agreement between Parent and General Electric Company with respect to the GE Acquisition (the “Purchase Agreement”) and any other ancillary documents executed in connection with the Purchase Agreement, and (v) any other due diligence items deemed necessary by Agent; (e) The Administrative Agent no Material Adverse Effect shall have received an officer’s certificate from an Authorized Officer of the Company and dated as of the Amendment Effective Dateoccurred since April 30, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date.2006; (f) The Administrative Agent all conditions precedent to the consummation of the GE Acquisition as specified in the Purchase Agreement shall have received been obtained, satisfied or occurred, other than the payment of the purchase price by Parent; (g) payment of the arrangement fee specified in that certain fee letter dated July 25, 2006, between Parent and Agent; (h) Officer’s Certificate of Parent certifying as to incumbency of officers, specimen signatures, no changes to articles of incorporation and bylaws since the date of the certificate delivered in connection with the Credit Agreement, and resolutions adopted by the Board of Directors authorizing this Amendment; (i) Officer’s Certificate from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel each Guarantor certifying as to the Credit Partiesincumbency of officers, an opinion in form and substance reasonably satisfactory specimen signatures, no changes to its constitutional documents since the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each date of the certificate delivered in connection with the Credit Agreement, and resolutions adopted by the Board of Directors authorizing this Amendment and the increased amount of its obligations under its respective Guaranty; and (j) such other documents as Agent or Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This Amendment Section 1 Conditions to Each Party's Obligation to Effect the Purchase. The respective obligations of each party to this Agreement to effect the Initial Purchase and (if applicable) the Further Purchase (collectively, the "Purchases") shall become effective on be subject to the date on which satisfaction or waiver in writing by each of the Company and ACO prior to the Closing Date of the following conditions precedent have been satisfied or waived conditions: (i) Receipt by each party hereto of counterparts hereof signed by each of the date on which such conditions other parties hereto; (ii) The transactions contemplated by this Agreement (and other matters contained in the Proxy Statement) shall have been so satisfied or waivedapproved in the manner required under the rules of the New York Stock Exchange and the DGCL, as the “Amendment Effective Date”): (a) The Administrative Agent shall have received a counterpart of this Amendmentcase may be, executed and delivered by the Credit Parties, holders of the Administrative Agent, issued and outstanding shares of capital stock of the Supermajority Lenders, each Incremental Lender and the Swingline LenderCompany. (biii) The waiting period applicable to the consummation of the transactions contemplated by this Agreement under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 as amended (the "HSR Act") shall have expired or been terminated, provided that ACO and the Company shall use best efforts to make any necessary filings under the HSR Act within 45 days after the date of this Agreement. (iv) All fees required authorizations, consents, orders or approvals of, or declarations or filings with, or expiration of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity") the failure to be paid which to file, obtain or occur is reasonably likely to cause a Material Adverse Change, shall have been filed or obtained or have occurred. (v) No Governmental Entity shall have enacted, issued, promulgated, enforced or entered any order, executive order, stay, decree, judgment or injunction or statute, rule, regulation which is in effect and which has the Administrative Agent and effect of making the Lenders in connection herewithtransactions contemplated by this Agreement illegal or otherwise prohibiting consummation of the transactions contemplated by this Agreement. (vi) The Company shall have received, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid. (c) Each date of the representations and warranties made Proxy Statement, an opinion, from an investment banking firm chosen by the Credit Parties in or pursuant Company, and reasonably acceptable to ACO, to the Credit effect that the transactions contemplated by this Agreement or in or pursuant are fair to the other Credit Documents holders of Common Stock from a financial point of view (the "Fairness Opinion") and such opinion shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and confirmed as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (d) No Default or Event of Default shall exist on the Amendment Effective Closing Date. (e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This Amendment shall become effective on the date on which the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”): (a) The Administrative Agent Respondent shall have received a counterpart complete the following actions to comply with the remaining items in the Order section of the NOV: (i) Within thirty (30) days of the execution of this AmendmentAgreement, executed submit to RIDEM documentation of weekly inspections of the Facility hazardous waste storage area. (ii) Within thirty (30) days of the execution of this Agreement, submit to RIDEM a completed and delivered by updated hazardous waste contingency plan for the Credit PartiesFacility that includes all of the applicable information contained within the 40 CFR 265 Subpart D. (iii) Within sixty (60) days of the execution of this Agreement, submit to RIDEM copies of the Administrative Agenttraining program provided to Facility personnel that manage hazardous waste, which is relevant to the Supermajority Lenders, each Incremental Lender and the Swingline Lenderpositions in which they are employed. (b) All fees required Penalty – Respondent shall pay to RIDEM the sum of Forty Thousand Three Hundred and Thirty-Eight Dollars ($40,338.00) in administrative penalties assessed as follows: (i) Upon execution of this Agreement by the Respondent, the Respondent shall pay to RIDEM the sum of Ten Thousand Dollars ($ 10,000.00). (ii) The remainder of the penalty, Thirty Thousand Three Hundred and Thirty- Eight Dollars ($30,338.00), shall be paid to RIDEM in the Administrative Agent form of a Supplemental Environmental Project (“SEP”). The SEP involves the completion of an Environmental Management System (“EMS”) audit of the Facility (the “EMS Audit”) by RIMES and the Lenders implementation of the recommendations from the EMS Audit (the “EMS Audit Recommendations”). The EMS Audit is further described in connection herewithAttachment A (attached hereto and incorporated herein). (iii) Within one hundred and eighty (180) days of the execution of this Agreement, accrued reasonable submit a report to RIDEM that includes the following: (1) A copy of the completed Environmental Manual prepared as part of the EMS Audit that must include at a minimum the items described in Attachment A; (2) A summary of all EMS Audit Recommendations; (3) A letter from RIMES certifying that the EMS Audit was completed and documented out-of-pocket the EMS Audit Recommendations were implemented; and (4) Documentation of the costs associated with completing the EMS Audit and expenses the EMS Audit Recommendations, which must be at least the amount of the credits described in C(4)(b)(iv) below. (including, to iv) The Respondent shall receive a credit of Twelve Thousand Six Hundred Dollars ($12,600.00) for the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses completion of counselthe EMS Audit (the “EMS Audit Credit”) and other compensation due shall receive a credit of Seventeen Thousand Seven Hundred and payable Thirty-Eight Dollars ($17,738.00) for the completion of the EMS Audit Recommendations (the “EMS Audit Recommendations Credit”). (v) If the Respondent fails to timely complete the Administrative AgentEMS Audit or implement the EMS Audit Recommendations, RIDEM shall notify the Respondent that it intends to rescind that credit. Within fourteen (14) days of Respondent’s receipt of written notification by RIDEM that RIDEM intends to rescind that credit, the Lenders Respondent shall either complete the EMS Audit or implement the EMS Audit Recommendations or demonstrate that good cause exists for delay. If the Respondent fails to complete the EMS Audit or implement the EMS Audit Recommendations within the fourteen (14) day period or does not demonstrate good cause for delay, the Respondent shall, within ten (10) days of the Respondent’s receipt of written notification from RIDEM, submit to RIDEM a check in the amount of the EMS Audit Credit or the EMS Audit Recommendations Credit, and the Incremental Lenders on Respondent shall be under no further obligation to complete the EMS Audit or prior to the Amendment Effective Date shall have been paidEMS Audit Recommendations. (c) Each Penalties that the Respondent agrees to pay in this Agreement are penalties payable to and for the benefit of the representations State of Rhode Island and warranties made by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of such date except are not compensation for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date)actual pecuniary loss. (d) No Default or Event of Default All penalty payments shall exist on the Amendment Effective Date. (e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date. (f) The Administrative Agent shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, be in the form of Exhibit E-2 a certified check, cashiers check, or money order, payable to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.R.

Conditions. This Amendment The Incremental Term Commitments shall become effective on as of the date on which the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment Increase Effective Date”):; provided that: (i) each of the conditions set forth in Section 4.02 shall be satisfied; provided that that if the proceeds of the Incremental Term Loans or Incremental Revolving Loans are being used to finance a Limited Condition Transaction, (x) the conditions set forth in Section 4.02 shall be satisfied as of the LCT Test Date, (y) at the time of funding of such Incremental Term Loans or Incremental Revolving Loans, no Specified Event of Default shall exist or would result therefrom and (z) the lenders providing the Incremental Term Loans or Incremental Revolving Loans in connection with such Limited Condition Transaction may waive the satisfaction of the condition set forth in clause (a) The Administrative Agent of Section 4.02 at the time of the funding of such Incremental Term Loans, other than with respect to the accuracy of the Specified Representations; (ii) no Default shall have received occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; provided that if the proceeds of the Incremental Term Loans or Incremental Revolving Loans are being used to finance a counterpart Limited Condition Transaction, (x) no Default or Event of this AmendmentDefault shall exist or would result therefrom as of the LCT Test Date and (y) at the time of funding of such Incremental Term Loans or Incremental Revolving Loans, executed and delivered by the Credit Parties, the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lender.no Specified Event of Default shall exist or would result therefrom; (biii) All fees required to be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid. (c) Each of the representations and warranties made by the Credit Parties contained in or pursuant to the Credit Agreement or in or pursuant to Article V and the other Credit Loan Documents shall be are true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Increase Effective Date as if made on and as of such date Date, except for to the extent that such representations and warranties expressly stated specifically refer to be made as of an earlier date (date, in which case such representations and warranties they shall be have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.132.15(c). , the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (d) No Default or Event of Default shall exist on the Amendment Effective Date. (e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(ca)(a) and (db)(b) hereof have been satisfied , respectively, of Section 6.01; provided that to the extent the proceeds of the Incremental Term Loans or Incremental Revolving Loans are being used to finance a Limited Condition Transaction, (x) the representations and warranties contained in Article V and the other Loan Documents shall be true and correct in all material respects on and as of the Amendment Effective LCT Test Date., except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.13(c), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a)(a) and (b)(b) , respectively, of Section 6.01 and (y) the lenders providing the Incremental Term Loans in connection with such Limited Condition Transaction may waive the satisfaction of the condition set forth in this clause (iii) at the time of the funding of such Incremental Term Loans, other than with respect to the accuracy of the Specified Representations; and (fiv) The Administrative Agent the Borrower shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Closing Date to the Credit Partiesextent reasonably requested by, an opinion and in form and substance reasonably satisfactory to the Administrative Agent addressed to to, the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.

Conditions. This Amendment Any Incremental Commitments shall become effective on as of the date on which the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment applicable Increase Effective Date”):; provided that: (ai) The Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by the Credit Parties, the Administrative Agent, the Supermajority Lenders, each Incremental Lender and the Swingline Lender. (b) All fees required to be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent, the Lenders and the Incremental Lenders on or prior to the Amendment Effective Date shall have been paid. (c) Each of the all representations and warranties made by the Credit Parties contained in or pursuant to the Credit this Agreement or in or pursuant to and the other Credit Loan Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment such Increase Effective Date (both before and after giving effect thereto and, in the case of each Borrowing of Term Loans pursuant to Incremental Commitments, the application of proceeds therefrom) with the same effect as if made on and as of such date except for to the extent such representations and warranties expressly stated relate to be made as of an earlier date (and in which case such case, such representations and warranties shall be true and correct in all material respects as of such earlier date).; provided that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects, as though made on and as of the applicable date, before and after giving effect to such Borrowing of Term Loans; (dii) No no Default or Event of Default shall exist have occurred and be continuing or would result from the Borrowings to be made on the Amendment such Increase Effective Date. (e) The Administrative Agent ; provided, for the avoidance of doubt, that no Default or Event of Default in respect of Section 6.03 shall have received an officer’s certificate occurred and be continuing nor result from an Authorized Officer the making of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied such Borrowing on and as of the Amendment applicable Increase Effective Date., without giving effect to any Asset Coverage Ratio Cure Period; (fiii) The Administrative Agent after giving effect to the incurrence of such Incremental Commitments, the Aggregate Exposure with respect to all Lenders shall not exceed $4,000,000,000; and (iv) the Borrower shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special New York counsel to the Credit Parties, an opinion in form duly executed and substance reasonably satisfactory delivered to the Administrative Agent addressed a Mortgage Supplement to the Long Form Mortgage and/or other Collateral Documents granting first #10384414v15 priority Liens and security interests in any additional Pool Assets required to maintain compliance with Section 6.03 (subject to Liens permitted under Section 6.01(a)) in favor of the Administrative Agent, for the Collateral Agent and each benefit of the Lenders Lenders, and dated the Amendment Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) The Administrative Agent shall have received from DLA Piper Nederland N.V.caused any such Mortgage Supplement to be filed with the FAA in order to perfect the Liens on such additional Pool Assets in the form of Aircraft, special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory evidence of such filing will be provided to the Administrative Agent addressed to promptly after being made available by the Administrative Agent, FAA and no later than 5 business days after the Collateral Agent and each of the Lenders and dated the Amendment applicable Increase Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (h) The Administrative Agent shall have received a certificate from each Credit Party, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Credit Agreement (or such other form longer period that is reasonably acceptable to the Administrative Agent) the Borrower shall register the International Interest in connection with appropriate insertions, together the applicable Short Form Mortgage with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificateInternational Registry. (i) The Administrative Agent shall have received a good standing certificate (or equivalent) for the Company.