Common use of Effectiveness Clause in Contracts

Effectiveness. This Agreement shall become effective upon its execution by the Collateral Agent and receipt by the Collateral Agent of the following, in each case in form and substance satisfactory to the Collateral Agent: (i) original counterparts to this Agreement, duly executed by the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (ii) a Supplement to the Security Agreement, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; (v) to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreement; (vi) a supplement to the Intercompany Subordination Agreement, in form and substance reasonably satisfactory to the Collateral Agent, duly executed by the Additional [Borrower][Guarantor]; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement and any Mortgage; (viii) a written opinion of counsel to the Loan Parties as to such matters as the Collateral Agent may reasonably request; and (ix) such other agreements, instruments or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liens.

Effectiveness. This Agreement shall become effective upon its execution by on the Collateral date (the "Effective Date") on which the Administrative Agent and shall have received the following documents or other items, each dated the Effective Date unless otherwise indicated: (a) receipt by the Collateral Administrative Agent of counterparts hereof signed by each of the followingparties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party); (b) receipt by the Administrative Agent for the account of each case Bank that has requested a Note of a duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.05; (c) receipt by the Administrative Agent of an opinion of Xxxx Xxx List, Esq., General Counsel of the Borrower, substantially in the form of Exhibit F hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request, such opinion to be in form and substance satisfactory to the Collateral Administrative Agent: (i) original counterparts to this Agreement, duly executed by the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (iid) a Supplement to receipt by the Security AgreementAdministrative Agent of an opinion of Xxxxx Xxxx & Xxxxxxxx, special counsel for the Administrative Agent, substantially in the form of Exhibit C G hereto and covering such additional matters relating to the Security Agreement (the “Security Agreement Supplement”), duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form transactions contemplated hereby as the Collateral Agent Required Banks may reasonably request; (v) , such opinion to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, be in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing AgreementAdministrative Agent; (vie) receipt by the Administrative Agent of a supplement certificate signed by the Chief Financial Officer or the Chief Executive Officer and an Assistant Secretary-Treasurer or the Controller of the Borrower to the Intercompany Subordination Agreementeffect that the conditions set forth in clauses (c) through (g), inclusive, of Section 3.03 have been satisfied as of the Effective Date and, in the case of clauses (c), (e) and (g), setting forth in reasonable detail the calculations required to establish such compliance; (f) receipt by the Administrative Agent, with a copy for each Bank, of a certificate of an officer of the Borrower acceptable to the Administrative Agent stating that all consents, authorizations, notices and filings required or advisable in connection with this Agreement are in full force and effect, and the Administrative Agent shall have received evidence thereof reasonably satisfactory to it; (g) evidence satisfactory to the Administrative Agent that arrangements have been made for payment in full of all amounts owed under the Prior Credit Agreements; (h) receipt by the Administrative Agent and the Syndication Agent (or their respective assigns) and by each Bank of all fees required to be paid in the respective amounts heretofore mutually agreed, and all expenses for which invoices have been presented, on or before the Effective Date; and (i) receipt by the Administrative Agent of all documents the Required Banks may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Collateral Administrative Agent, duly executed by . The Administrative Agent shall promptly notify the Additional [Borrower][Guarantor]; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in Borrower and the opinion Banks of the Collateral AgentEffective Date, desirable to perfect the security interests purported to and such notice shall be created by the Security Agreement Supplement conclusive and any Mortgage; (viii) a written opinion of counsel to the Loan Parties as to such matters as the Collateral Agent may reasonably request; and (ix) such other agreements, instruments or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by binding on all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liensparties hereto.

Effectiveness. This Agreement shall become effective upon its execution effective, and the commitments under each of the Existing Credit Facilities shall be automatically terminated, on the date that each of the following conditions shall have been satisfied: (a) Receipt by the Collateral Agent and receipt by the Collateral Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the applicable Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each case in form and substance satisfactory to the Collateral AgentAdministrative Agent and its legal counsel: (i) original executed counterparts to of this Agreement, duly executed by sufficient in number for distribution to the Administrative Agent and each Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (ii) a Supplement to the Security Agreement, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly Note executed by the Additional [Borrower][Guarantor], and any instruments each Borrower in favor of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereofeach Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Pledge Amendment to Responsible Officer in connection with this Agreement and the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereofother Loan Documents; (Aiv) certificates, if any, representing 100% of the issued such documents and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form certifications as the Collateral Administrative Agent may reasonably requestrequire to evidence that each Borrower is duly organized or formed, and that such Borrower is validly existing, in good standing and qualified to engage in business, in its jurisdiction of organization; (v) a favorable opinion of Eversheds Sxxxxxxxxx (US) LLP, counsel to TMCC, addressed to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form Administrative Agent and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreementeach Lender; (vi) a supplement favorable opinion of Pxxxxxxxxxx Xxxxxx & Axxxxxx LLP, counsel to TCPR, addressed to the Intercompany Subordination Agreement, in form Administrative Agent and substance reasonably satisfactory to the Collateral Agent, duly executed by the Additional [Borrower][Guarantor]each Lender; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in the a favorable opinion of Stikeman Elliott LLP, counsel to TCCI, addressed to the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement Administrative Agent and any Mortgageeach Lender; (viii) favorable opinions of Freshfields Bruckhaus Dxxxxxxx LLP, counsel to TMFNL, TFSUK, TKG and TLG, addressed to the Administrative Agent and each Lender; (ix) a written favorable opinion of King & Wood Mallesons, counsel to TFA, addressed to the Loan Parties Administrative Agent and each Lender; (x) on the Closing Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate of a Responsible Officer of each Borrower, stating that: (A) the representations and warranties contained in Article V hereof are correct on and as to such matters as of the Collateral Agent may reasonably requestClosing Date; and (ixB) no event has occurred and is continuing that constitutes a Default; and (xi) such other agreementsassurances, instruments certificates, documents or consents as the Administrative Agent, the Swing Line Lenders or the applicable Required Lenders reasonably may require. (b) Any fees required to be paid pursuant to the Fee Letters on or before the Closing Date shall have been paid. (c) The Borrowers shall have paid in full all indebtedness, interest, fees and other amounts outstanding under each Existing Credit Facility and each Existing Credit Facility shall have been terminated. Each of the Lenders that is a party to any Existing Credit Facility hereby waives, upon execution of this Agreement, any applicable requirement of prior notice under such credit agreement relating to the termination of commitments thereunder. (d) Each Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower. Without limiting the generality of the provisions of Section 8.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported matter required thereunder to be covered consented to or approved by any or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Security Agreement Supplement or Additional Mortgage or otherwise Lender prior to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liensproposed Closing Date specifying its objection thereto.

Effectiveness. (a) This Agreement shall become effective upon its execution by on the Collateral Agent and date that each of the following conditions shall have been satisfied (or waived in accordance with Section 9.05): (i) receipt by the Collateral Operations Agent of counterparts hereof signed by each of the followingparties hereto; (ii) if requested by any Bank pursuant to Section 2.05, receipt by the Operations Agent for the account of such Bank of a duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.05; (iii) receipt by the Operations Agent of (A) an opinion of Ropes & Xxxx LLP, counsel to the Borrowers that are not New Borrowers, substantially in the form of Exhibit C-1 attached hereto and reasonably satisfactory to the Operations Agent in all respects and (B) an opinion of Xxxxxxxx and Xxxxxxxx LLP, counsel to the New Borrowers, substantially in the form of Exhibit C-2 attached hereto and reasonably satisfactory to the Operations Agent in all respects; (iv) receipt by the Operations Agent of a certificate manually signed by an authorized officer of each of the Borrowers to the effect set forth in clauses (b) (if a Borrowing will occur on the Effective Date), (c) and (d) of Section 3.02, such certificate to be dated the Effective Date and to be in form and substance satisfactory to the Operations Agent; (v) receipt by the Operations Agent of an Allocation Notice with respect to each of the Borrowers that has been manually signed by an authorized officer of each of the Entities; (vi) receipt by the Operations Agent of sufficient copies of items (A), (B) and (C) below for each Bank to receive one original as to each of the New Entities: (A) a manually signed certificate from the Secretary of each New Entity in form and substance reasonably satisfactory to the Operations Agent and dated the Effective Date as to the incumbency of, and bearing manual specimen signatures of, the officers of such New Entity who are authorized to execute and take actions under the Loan Documents, as to the Custodian and Investment Adviser of each Series of such New Entity, and certifying and attaching copies of (1) such New Entity’s declaration of trust and by-laws as then in effect, and (2) duly authorized resolutions of such New Entity’s Board of Trustees authorizing for such New Entity and each Series thereof the borrowings and transactions contemplated hereby; (B) a manually signed certificate from the Secretary of each New Entity in form and substance reasonably satisfactory to the Operations Agent and dated the Effective Date and certifying and attaching copies of each of its Series current Prospectus (or certifying the links to the SEC website where each such Prospectus may be located); and (C) a manually signed Asset Coverage Ratio Certificate for each New Borrower; and (vii) receipt by the Operations Agent from each New Entity of a copy of the declaration of trust of such New Entity, with all amendments, certified as of a recent date by the Secretary of State of the State of Delaware; (viii) receipt by the Operations Agent of a manually signed certificate from the Secretary of each Entity that is not a New Entity in form and substance reasonably satisfactory to the Operations Agent as to the incumbency of, and bearing manual specimen signatures of, the officers of such Entity who are authorized to execute and take actions under the Loan Documents, and certifying and attaching copies of (A) such Entity’s declaration of trust and by-laws as then in effect, and (B) duly authorized resolutions of such Entity’s Board of Trustees authorizing for such Entity and each Series thereof, the borrowings and transactions contemplated hereby; (ix) receipt by the Operations Agent of certificates dated as of a recent date that are reasonably satisfactory to the Operations Agent and reflect that each Entity is legally existing, in good standing and qualified to engage in business in the jurisdiction in which it was organized or formed and in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification; (x) receipt by the Operations Agent of all documents, opinions and instruments it may reasonably request prior to the execution of this Agreement relating to compliance with applicable rules and regulations promulgated by the Federal Reserve Board (including a duly completed and executed Federal Reserve Board Form F.R. U-1 as required pursuant to Regulation U with respect to each Borrower) and other governmental and regulatory authorities, the existence of each of the Borrowers, the authority for and the validity and enforceability of this Agreement and the other Loan Documents, and any other matters relevant hereto, all in form and substance satisfactory to the Operations Agent; (xi) receipt by the Operations Agent of payment of all fees and expenses (including fees and disbursements of special counsel for the Operations Agent ) then payable hereunder; and (xii) there has been no material adverse change in the business, assets, financial condition or prospects of any of the Borrowers since the date of the most recent financial statements of the applicable Borrower referred to in Section 4.07; provided that this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than October 19, 2006. Receipt by the Operations Agent of a Bank’s signature hereto shall mean that the conditions in clause (xii) of this Section 3.01(a) have been satisfied as to that Bank. The Operations Agent shall promptly notify the Borrowers and the Banks of the Effective Date and such notice shall be conclusive and binding on all parties hereto. (b) After the Effective Date, upon the written consent of the Operations Agent and each of the Banks: (i) any Additional Series may become a Series hereunder and for all purposes of the Loan Documents, in each case only when the applicable Entity, on behalf of such Additional Series, shall have delivered to the Operations Agent an executed addendum to each of the Loan Documents reflecting the addition of such Additional Series, along with copies of each of the documents required by Section 3.01(a)(iii), (iv), (v), (vi), (vii) and (x) with respect to such Additional Series, each of the foregoing in form and substance satisfactory to the Operations Agent; and (ii) any other investment company registered under the Investment Company Act for which Columbia Management Advisors, LLC or one of its Affiliates acts as investment advisor may become a party to this Agreement as an Entity on behalf of itself or certain of its series and be deemed a Borrower for all purposes of this Agreement and the other Loan Documents by executing an instrument of adherence in form and substance reasonably satisfactory to the Operations Agent, which instrument shall (A) include a revised Schedule 2 reflecting the participation of such investment company and its participating series, if applicable and (B) be accompanied by the documents and instruments required to be delivered by each Borrower pursuant to Section 3.01(a), in each case in form and substance satisfactory to the Collateral Operations Agent: (i) original counterparts to this Agreement, duly executed by the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (ii) a Supplement . The Operations Agent shall promptly provide written notice to the Security Agreement, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; (v) to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreement; (vi) a supplement to the Intercompany Subordination Agreement, in form and substance reasonably satisfactory to the Collateral Agent, duly executed by the Additional [Borrower][Guarantor]; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement and any Mortgage; (viii) a written opinion of counsel to the Loan Parties as to such matters as the Collateral Agent may reasonably request; and (ix) such other agreements, instruments or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by Borrowers when all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets requirements of such Subsidiary shall become Collateral for the Obligations free and clear this clause (b) of all Liens other than Permitted Liensthis Section 3.01 have been satisfied.

Effectiveness. This Agreement shall become effective upon its execution by on the Collateral Agent and date that each of the following conditions shall have been satisfied (or waived in accordance with Section 9.05 hereof): (a) receipt by the Collateral Agent of counterparts hereof signed by each of the following, in each case in form and substance satisfactory to the Collateral Agent:parties hereto; (ib) original counterparts to this Agreementreceipt by the Agent for the account of each Bank, if requested by such Bank, of a duly executed by Note dated on or before the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together Effective Date complying with the Schedules referred to in provisions of Section 2(b) 2.04 hereof; (iic) a Supplement to receipt by the Security Agreement, substantially Agent of copies of the results of current lien searches (or the equivalent in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”applicable jurisdictions), duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required such results to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; (v) to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreement; (vi) a supplement to the Intercompany Subordination Agreement, in form and substance reasonably satisfactory to the Collateral Agent, duly executed by the Additional [Borrower][Guarantor]; (viid) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in receipt by the Agent and the Banks of the legal opinion of Ropes & Xxxx LLP, external counsel for the Collateral AgentBorrowers, desirable covering such matters relating to perfect the security interests purported to be created by transactions contemplated hereby as the Security Agreement Supplement Agent and any Mortgagethe Banks may reasonably request; (viiie) receipt by the Agent, with respect to each Borrower, of a written opinion certificate manually signed by an officer of counsel such Borrower which is reasonably satisfactory to the Loan Parties Agent to the effect set forth in clause (d) of Section 3.02 hereof and, if such Borrower is submitting a Notice of Borrowing on the Effective Date, clauses (b) and (c) of Section 3.02 hereof, in each case with respect to such Borrower, such certificate to be dated the Effective Date and to be in form and substance reasonably satisfactory to the Agent; (f) receipt by the Agent, with respect to each Borrower, of a manually signed certificate from the Clerk, Secretary or Assistant Secretary of such Borrower in form and substance reasonably satisfactory to the Agent and dated the Effective Date as to the incumbency of, and bearing manual specimen signatures of, the Authorized Signatories of such Borrower who are authorized to execute and take actions under the Loan Documents for and on behalf of such Borrower, and (1) certifying and attaching copies (or a website containing, or XXXXX reference to, such copies being certified) of (i) all Charter Documents (other than those delivered pursuant to Section 3.01(h) hereof), with all amendments, restatements, supplements or other modifications thereto, and (ii) the resolutions of such Borrower’s Managing Body authorizing the transactions contemplated hereby, and (2) certifying that the following have been posted to XXXXX with respect to, and under the name of, such Borrower: (i) the Offering Document and such material as accurately and completely sets forth all Investment Policies and Restrictions not reflected in the Offering Document, (ii) the investment management agreement between such Borrower and the Investment Adviser as then in effect, along with any other investment management or submanagement agreements to which such Borrower is a party as then in effect, (iii) the Custody Agreement with respect to such Borrower and (iv) such Borrower’s report(s) to shareholders referred to in Section 4.08(a) hereof; (g) receipt by the Agent of a legal existence and good standing certificate for each Company from the jurisdiction of its formation, dated as of a recent date; (h) receipt by the Agent, with respect to each Borrower, of a copy of the trust declaration of the Related Company of such Borrower, with all amendments, restatements, supplements or other modifications thereto, certified by the Secretary of State of the State of its formation; (i) the Agent shall have completed its due diligence review with respect to each Borrower and the results of any such due diligence review are satisfactory in form and substance to the Agent; (j) receipt by the Agent of all documents (including, without limitation, duly completed Forms FR U-1), opinions and instruments it may reasonably request prior to the execution of this Agreement relating to compliance with applicable rules and regulations promulgated by the Federal Reserve Board and other governmental and regulatory authorities, the existence of each Borrower, the authority for and the validity and enforceability of this Agreement and the Notes, if any, and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Agent; (k) receipt by the Agent of a payoff letter and an irrevocable letter of direction in all respects satisfactory to the Agent to the effect that, or other evidence satisfactory to it that, all commitments in favor of each Borrower under, and all of the principal, interest, fees and other sums owing by such Borrower under, and all Liens, if any, securing the obligations of such Borrower in connection with, the Existing Committed Agreement shall have been terminated and satisfied in full, as the Collateral Agent case may reasonably requestbe; and (ixl) such other agreements, instruments or other documents reasonably requested receipt by the Agents in order to createAgent of payment of all (i) reasonable out-of-pocket expenses (including reasonable fees and disbursements of special counsel for the Agent) then payable hereunder, perfect, establish the first priority and (subject to Permitted Liensii) of fees then payable hereunder or otherwise protect under a separate fee letter; provided that this Agreement shall not become effective or be binding on any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by party hereto unless all of the termsforegoing conditions are satisfied not later than the date hereof. The Agent shall promptly notify the Borrowers and the Banks of the Effective Date, covenants and agreements contained in the Loan Documents such notice shall be conclusive and that binding on all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liensparties hereto.

Effectiveness. This Agreement shall become effective upon its execution effective, and the commitments under each Existing Credit Facility shall be automatically terminated, on the date that each of the following conditions shall have been satisfied: (a) Receipt by the Collateral Agent and receipt by the Collateral Administrative Agent of the following, each of which shall be originals or facsimiles unless otherwise specified, each properly executed by a Responsible Officer of the applicable Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each case in form and substance satisfactory to the Collateral AgentAdministrative Agent and its legal counsel: (i) original executed counterparts to of this Agreement, duly executed by the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (ii) a Supplement Note executed by each Borrower in favor of each Lender requesting a Note provided such request is received by the relevant Borrower not later than five Business Days prior to the Security Agreement, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereofClosing Date; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Pledge Amendment to Responsible Officer in connection with this Agreement and the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereofother Loan Documents; (Aiv) certificates, if any, representing 100% of the issued such documents and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form certifications as the Collateral Administrative Agent may reasonably requestrequire to evidence that each Borrower is duly organized or formed, and that such Borrower is validly existing, in good standing and qualified to engage in business, in its jurisdiction of organization; (v) a favorable opinion of Eversheds Sutherland (US) LLP, counsel to TMCC, addressed to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form Administrative Agent and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreementeach Lender; (vi) a supplement favorable opinion of Pxxxxxxxxxx Xxxxxx & Axxxxxx LLP, counsel to TCPR, addressed to the Intercompany Subordination Agreement, in form Administrative Agent and substance reasonably satisfactory to the Collateral Agent, duly executed by the Additional [Borrower][Guarantor]each Lender; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in the a favorable opinion of Stikeman Elliott LLP, counsel to TCCI, addressed to the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement Administrative Agent and any Mortgageeach Lender; (viii) favorable opinions of Freshfields Bruckhaus Dxxxxxxx LLP, counsel to TMFNL and TFSUK and of Freshfields Bruckhaus Dxxxxxxx Rechtsanwälte Steuerberater PartG mbB, counsel to TKG, in each case addressed to the Administrative Agent and each Lender; (ix) a written favorable opinion of Kxxx & Wxxx Xxxxxxxxx, counsel to TFA, addressed to the Loan Parties Administrative Agent and each Lender; (x) on the Closing Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate of a Responsible Officer of each Borrower, stating that: (A) the representations and warranties contained in Article V hereof are correct on and as to such matters as of the Collateral Agent may reasonably requestClosing Date; and (ixB) no event has occurred and is continuing that constitutes a Default; and (xi) such other agreementsassurances, instruments certificates, documents or consents as the Administrative Agent, the Swing Line Lenders or the applicable Required Lenders reasonably may require. (b) Any fees required to be paid pursuant to the Fee Letters on or before the Closing Date shall have been paid. (c) The Borrowers shall have paid in full all indebtedness, interest, fees and other amounts outstanding under the Existing Credit Facilities and the Existing Credit Facilities shall have been terminated. Each of the Lenders that is a party to any of the Existing Credit Facilities hereby waives, upon execution of this Agreement, any applicable requirement of prior notice under such credit agreement relating to the termination of commitments thereunder. (d) Each Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower. Without limiting the generality of the provisions of Section 8.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported matter required thereunder to be covered consented to or approved by any or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Security Agreement Supplement or Additional Mortgage or otherwise Lender prior to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liensproposed Closing Date specifying its objection thereto.

Effectiveness. This Agreement Amendment shall become effective upon its execution by on the Collateral date (the “Second Amendment Effective Date”) on which the Administrative Agent and shall have received the following documents or other items, each dated the Second Amendment Effective Date unless otherwise indicated: (a) receipt by the Collateral Administrative Agent of counterparts hereof signed by each of the followingparties hereto (or, in each the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form and substance satisfactory to the Collateral Agent: it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party), including receipt of consent from (i) original counterparts to this each Extending Bank and (ii) the Required Banks under the Existing Credit Agreement, duly executed by the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (iib) a Supplement to receipt by the Security AgreementAdministrative Agent of an opinion of the General Counsel of the Borrower, substantially in the form of Exhibit C F to the Security Agreement Existing Credit Agreement, provided that an enforceability opinion under New York law, that is reasonably acceptable to the Administrative Agent, shall be furnished by the Borrower’s New York counsel, Fulbright & Xxxxxxxx LLP, subject to customary assumptions, qualifications and limitations; (c) receipt by the “Security Agreement Supplement”Administrative Agent of a certificate signed by any one of the Chief Financial Officer, the Chief Executive Officer, the Treasurer, an Assistant Secretary-Treasurer, the Controller or the Vice President, Capital Markets Funding of the Borrower to the effect that the conditions set forth in clauses (c) through (g), duly executed inclusive, of Section 3.03 of the Extended Credit Agreement have been satisfied as of the Second Amendment Effective Date and, in the case of clauses (c), (e) and (g), setting forth in reasonable detail the calculations required to establish such compliance; (d) receipt by the Additional [Borrower][Guarantor]Administrative Agent of a certificate of an officer of the Borrower acceptable to the Administrative Agent stating that all consents, authorizations, notices and filings required or advisable in connection with this Amendment are in full force and effect, and any instruments the Administrative Agent shall have received evidence thereof reasonably satisfactory to it; (e) receipt by the Administrative Agent and the Syndication Agent (or their respective permitted assigns) and by each Bank Party of assignment or other documents all fees required to be delivered paid in the respective amounts heretofore mutually agreed in writing, and all expenses required to the Collateral Agent be reimbursed pursuant to the terms thereofof the Existing Credit Agreement and for which invoices have been presented, at least one (1) business day prior to the Second Amendment Effective Date; (iiif) a Pledge Amendment to receipt by the Security Agreement to which Administrative Agent and the parent company Banks of all documentation and other information required by regulatory authorities under applicable “know your customer” and anti- money laundering rules and regulations, including, without limitation, the Additional [Borrower][Guarantor] is a party, in the form USA PATRIOT Act (Title III of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof;Pub. L. 107-56; and (Ag) certificates, if any, representing 100% receipt by the Administrative Agent of all documents the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Administrative Agent may reasonably request; (v) request relating to the extent required under Section 7.01(b) existence of the Financing Agreement (A) a MortgageBorrower, in form the corporate authority for and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) validity of the Financing Agreement; (vi) a supplement to the Intercompany Subordination Agreement, this Amendment all in form and substance reasonably satisfactory to the Collateral Administrative Agent, duly executed by . The Administrative Agent shall promptly notify the Additional [Borrower][Guarantor]; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in Borrower and the opinion Bank Parties of the Collateral AgentSecond Amendment Effective Date, desirable to perfect the security interests purported to and such notice shall be created by the Security Agreement Supplement conclusive and any Mortgage; (viii) a written opinion of counsel to the Loan Parties as to such matters as the Collateral Agent may reasonably request; and (ix) such other agreements, instruments or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by binding on all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liensparties hereto.

Effectiveness. 7.1 This Agreement Amendment shall become effective upon its execution only with respect to Sections 4, 5 and 6 hereof on the first date on which each of the conditions set forth in this Section 7.1 is satisfied (the “Waiver Effective Date”): (a) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Collateral Agent and receipt by the Collateral Agent Administrative Agent) of the following, in each case in form and substance satisfactory to the Collateral Agent: (i) original counterparts to this Agreement, duly executed by Amendment from the Borrower, each Guarantor, the Additional [Borrower][Guarantor] Guarantor and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereofMajority Lenders; (iib) a Supplement the Administrative Agent shall have received an opinion by Xxxxxxxx & Xxxxxxxx LLP, as counsel to the Security AgreementCredit Parties, substantially in the a form of Exhibit C reasonably satisfactory to the Security Administrative Agent; (c) the proceeds of the First Lien Second Out Junior Indebtedness incurred pursuant to the First Lien Second Out Credit Agreement contemporaneously with the effectiveness of Sections 4, 5 and 6 hereof comprise an amount not less than $500,000,000 and are funded into the Escrow Account; and (d) no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 7.2 This Amendment (other than Sections 4, 5 and 6 hereof) shall become effective on the first date on which each of the conditions set forth in this Section 7.2 is satisfied (the “Security Agreement SupplementAmendment Effective Date”)): (a) the Waiver Effective Date shall have occurred; (b) the Administrative Agent shall have received an opinion by Xxxxxxxx & Xxxxxxxx LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Additional [Borrower][Guarantor], Administrative Agent) of the Omnibus Amendment from the Borrower and any instruments of assignment or other documents required to be delivered to each Guarantor; (d) the Collateral Agent Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms thereofof Section 4.2(a) of the Credit Agreement; (iiie) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a Pledge Amendment concurrent condition to the Security Agreement to which the parent company occurrence of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereofAmendment Effective Date; (Af) certificates, if any, representing 100% the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent for the account of each of the issued Revolving Lenders and outstanding Equity interests of Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has consented to this Amendment by submitting its signature page on or before 5:00 pm Houston time on Thursday, August 4, 2016 in an amount equal to 25 basis points on each such Revolving Lender’s Revolving Commitment and such Term Loan Lender’s Term Loan Commitment, as applicable, in effect on the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] Amendment Effective Date and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; (vii) to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgageinvoiced, in form all fees and substance satisfactory other amounts due and payable on or prior to the Collateral Agent (the “Additional Mortgage”)Amendment Effective Date, duly executed including all reasonable out-of-pocket expenses required to be reimbursed or paid by the Additional [Borrower][Guarantor], with respect to Borrower under the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Credit Agreement; (vi) a supplement to the Intercompany Subordination Agreement, in form and substance reasonably satisfactory to the Collateral Agent, duly executed by the Additional [Borrower][Guarantor]; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement and any Mortgage; (viii) a written opinion of counsel to the Loan Parties as to such matters as the Collateral Agent may reasonably request; and (ixg) such other agreementsno Default or Event of Default shall have occurred and be continuing as of the date hereof, instruments or other documents reasonably requested by after giving effect to the Agents in order to createterms of this Amendment; provided, perfectthat upon the Amendment Effective Date, establish the first priority (subject to Permitted Liens) terms of or otherwise protect any Lien purported Section 2.5 hereof shall be deemed to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all effective as of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted LiensThird Amendment Effective Date.

Effectiveness. This Agreement shall become effective upon its execution by on the Collateral Agent and date that each of the following conditions shall have been satisfied (or waived in accordance with Section 9.05): (a) receipt by the Collateral Agent of counterparts hereof signed by each of the followingparties hereto (or, in each the case of any party as to which an executed counterpart shall not have been received, receipt by the Agent in form and substance satisfactory to the Collateral Agent: (i) original counterparts to this Agreementit of telegraphic, duly executed telex or other written confirmation from such party of execution of a counterpart hereof by the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereofsuch party); (iib) receipt by the Agent of a Supplement to duly executed Promissory Note for the Security Agreementaccount of each Bank dated on or before the Effective Date complying with the provisions of Section 2.05; (c) receipt by the Agent of an opinion of the General Counsel of the Borrower, substantially in the form of Exhibit C to E hereto; (d) receipt by the Security Agent from each Subsidiary Guarantor under the Existing Agreement of (i) a Subsidiary Guarantee in substantially the “Security Agreement Supplement”)form of Exhibit H hereto, duly executed by the Additional [Borrower][Guarantor]such Subsidiary Guarantor, and any instruments (ii) an opinion of assignment or other documents required to be delivered counsel for such Subsidiary Guarantor, reasonably satisfactory to the Collateral Agent pursuant Agent, with respect to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a partysuch Subsidiary Guarantee, substantially in the form of Exhibit A thereto, duly executed by I hereto and covering such parent company and providing for all Equity Interests of additional matters relating to such Subsidiary Guarantee as the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] Required Banks may reasonably request and (Biii) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under documents the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; (v) request relating to the extent required under Section 7.01(b) existence of such Subsidiary Guarantee, the Financing Agreement (A) a Mortgagecorporate authority for and the validity of such Subsidiary Guarantee, in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed any other matters reasonably determined by the Additional [Borrower][Guarantor]Agent to be relevant thereto, with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreement; (vi) a supplement to the Intercompany Subordination Agreement, all in form and substance reasonably satisfactory to the Collateral Agent, duly executed by the Additional [Borrower][Guarantor]; (viie) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary orreceipt by the Agent of an opinion of Davix Xxxx & Xardxxxx, xxecial counsel for the Agent, substantially in the opinion form of Exhibit F hereto and covering such additional matters relating to the Collateral Agent, desirable to perfect transactions contemplated hereby as the security interests purported to be created by the Security Agreement Supplement and any MortgageRequired Banks may reasonably request; (viiif) a written opinion receipt by the Agent of counsel to all documents the Loan Parties as to such matters as the Collateral Agent may reasonably request; and (ix) such request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Promissory Notes, and any other agreements, instruments or other documents matters reasonably requested determined by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported Agent to be covered by relevant hereto, all in form and substance reasonably satisfactory to the Agent; and provided that this Agreement shall not become effective or be binding on any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by party hereto unless all of the termsforegoing conditions are satisfied not later than July 30, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liens1997.

Effectiveness. This Agreement letter agreement shall become effective upon its execution by on the Collateral Agent and receipt by date on which: (i) the Collateral Agent Noteholders shall have received a fully executed counterpart of this letter agreement from the Company; (ii) the Noteholders shall have received a counterpart signature page to this letter agreement from each of the followingGuarantors reaffirming their respective obligations under the Multiparty Guaranty; (iii) the Noteholders shall have received (a) a certificate of a Responsible Officer of each Credit Party, in each case in form and substance satisfactory to the Collateral Agent: Required Holders attaching a certified copy of resolutions of the Credit Parties approving and adopting this letter agreement and authorizing the execution and delivery of this letter agreement and (ib) original counterparts such incumbency certificates and such other documents and certifications as the Required Holders may reasonably require to this Agreement, duly executed by evidence that the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to Credit Parties are in Section 2(b) hereofgood standing in their jurisdiction of organization; (iiiv) a Supplement the Noteholders shall have received favorable opinions of Xxxxxx, Xxxx & Xxxxxxxx LLP and Goodsill Xxxxxxxx Xxxxx & Xxxxxx, addressed to the Security AgreementNoteholders, substantially in as to such matters concerning the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly executed by the Additional [Borrower][Guarantor], Credit Parties and any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form this letter agreement as the Collateral Agent Noteholders may reasonably request; (v) the Noteholders shall have received a fully executed copy of an amendment to the extent required under Section 7.01(b) Bank Credit Agreement and fully executed copies of the Financing Agreement (A) a Mortgage, in form and substance satisfactory amendments to the Collateral Agent (the “Additional Mortgage”)Other Note Agreements, duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreement; (vi) a supplement to the Intercompany Subordination Agreement, each in form and substance reasonably satisfactory to the Collateral Agent, duly executed Required Holders; (vi) the Noteholders shall have received their ratable share of a modification fee in the aggregate amount equal to 15 basis points multiplied by the Additional [Borrower][Guarantor];aggregate outstanding amount of the Notes as of the date hereof; and (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary orthe Company shall have paid Xxxxxx Price P.C. its accrued and unpaid legal fees and expenses, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement and any Mortgage; (viii) a written opinion of counsel to the Loan Parties as to extent such matters as the Collateral Agent may reasonably request; and (ix) such other agreements, instruments or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants fees and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liensexpenses have been invoiced.

Effectiveness. This Agreement Amendment shall become effective upon its execution by on the Collateral date (the “Amendment Effective Date”) on which the Administrative Agent and shall have received the following documents or other items, each dated the Amendment Effective Date unless otherwise indicated: (a) receipt by the Collateral Administrative Agent of counterparts hereof signed by each of the followingparties hereto (or, in each the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form and substance satisfactory to the Collateral Agent: it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party), including receipt of consent from (i) original counterparts to this each Extending Bank and (ii) the Required Banks under the Existing Credit Agreement, duly executed by the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (iib) a Supplement to receipt by the Security AgreementAdministrative Agent of an opinion of the General Counsel of the Borrower, substantially in the form of Exhibit C F to the Security Agreement Existing Credit Agreement, provided that an enforceability opinion under New York law, that is reasonably acceptable to the Administrative Agent, shall be furnished by the Borrower’s New York counsel, O’Melveny & Xxxxx LLP, subject to customary assumptions, qualifications and limitations; (c) receipt by the “Security Agreement Supplement”Administrative Agent of a certificate signed by any one of the Chief Financial Officer, the Chief Executive Officer, the Treasurer, an Assistant Secretary-Treasurer, the Controller or the Vice President, Capital Markets Funding of the Borrower to the effect that the conditions set forth in clauses (c) through (g), duly executed inclusive, of Section 3.03 of the Extended Credit Agreement have been satisfied as of the Amendment Effective Date and, in the case of clauses (c), (e) and (g), setting forth in reasonable detail the calculations required to establish such compliance; (d) receipt by the Additional [Borrower][Guarantor]Administrative Agent, with a copy for each Bank, of a certificate of an officer of the Borrower acceptable to the Administrative Agent stating that all consents, authorizations, notices and filings required or advisable in connection with this Amendment are in full force and effect, and the Administrative Agent shall have received evidence thereof reasonably satisfactory to it; (e) receipt by the Administrative Agent and the Syndication Agent (or their respective assigns) and by each Bank Party of all fees required to be paid in the respective amounts heretofore mutually agreed, and all expenses for which invoices have been presented, on or before the Amendment Effective Date; (f) receipt by the Administrative Agent and the Banks of all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act (Title III of Pub. L. 107-56; and (g) receipt by the Administrative Agent of all documents the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Amendment, and any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a partymatters relevant hereto, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; (v) to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreement; (vi) a supplement to the Intercompany Subordination Agreement, in form and substance reasonably satisfactory to the Collateral Administrative Agent, duly executed by . The Administrative Agent shall promptly notify the Additional [Borrower][Guarantor]; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in Borrower and the opinion Bank Parties of the Collateral AgentAmendment Effective Date, desirable to perfect the security interests purported to and such notice shall be created by the Security Agreement Supplement conclusive and any Mortgage; (viii) a written opinion of counsel to the Loan Parties as to such matters as the Collateral Agent may reasonably request; and (ix) such other agreements, instruments or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by binding on all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liensparties hereto.

Effectiveness. This Agreement shall become effective upon its execution by on the Collateral Agent and date that each of the following conditions shall have been satisfied (or waived in accordance with Section 9.05): (a) receipt by the Collateral Administrative Agent of counterparts hereof signed by each of the followingparties hereto (or, in each the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telecopy, telex or other written confirmation from such party of execution of a counterpart hereof by such party); (b) receipt by the Administrative Agent of an opinion of Xxxxx Xxxxxxxxxx, special counsel for the Borrower, substantially in the form of Exhibit E hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request; (c) receipt by the Administrative Agent of an opinion of Xxxxx Xxxx & Xxxxxxxx, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request; (d) receipt by the Administrative Agent of a certificate signed by a Vice President, the Treasurer or the Controller of the Borrower, dated the Effective Date, to the effect set forth in clauses (c) and (d) of Section 3.02; (e) receipt by the Administrative Agent of all documents it may have reasonably requested prior to the date hereof relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Collateral Administrative Agent: (i) original counterparts to this Agreement, duly executed by the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (ii) a Supplement to the Security Agreement, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; (v) to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreement; (vi) a supplement to the Intercompany Subordination Agreement, in form and substance reasonably satisfactory to the Collateral Agent, duly executed by the Additional [Borrower][Guarantor]; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement and any Mortgage; (viii) a written opinion of counsel to the Loan Parties as to such matters as the Collateral Agent may reasonably request; and (ixf) such other agreements, instruments or other documents reasonably requested receipt by the Agents in order Administrative Agent of evidence satisfactory to createit of the payment of all principal of and interest on any loans outstanding under, perfectand all accrued commitment fees under, establish the first priority (subject to Permitted Liens) Existing Credit Agreements and the cancellation or the expiration of any letter of credit issued thereunder; PROVIDED that this Agreement shall not become effective or otherwise protect be binding on any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by party hereto unless all of the termsforegoing conditions are satisfied not later than August 29, covenants 1997. The Administrative Agent shall promptly notify the Borrower and agreements contained the Banks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto. The Borrower and the Banks party to the Existing Credit Agreements, comprising the "Required Lenders" as defined therein, hereby agree that (i) the commitments of the lenders under the Existing Credit Agreements shall terminate in their entirety immediately and automatically upon the effectiveness of this Agreement, without further action by any party to the Existing Credit Agreements, (ii) all accrued fees under the Existing Credit Agreements shall be due and payable at such time and (iii) subject to the funding loss indemnities in the Loan Documents Existing Credit Agreements, the Borrower may prepay any and that all property and assets loans outstanding thereunder on the date of such Subsidiary shall become Collateral for the Obligations free and clear effectiveness of all Liens other than Permitted Liensthis Agreement.

Effectiveness. This Agreement shall become effective upon on and as of the date on which each of the following conditions precedent is satisfied (such date, the “Effective Date”): (a) The Administrative Agent shall have received duly executed and delivered counterparts of this Agreement that, when taken together, bear the signatures of Parent, the Borrower, each Subsidiary Guarantor, each Incremental 2018 Term F Lender and the Required Lenders (determined immediately after giving effect to the incurrence of the Incremental 2018 Term F Loans and the use of proceeds thereof). (b) The Administrative Agent shall have received payment from the Borrower, for the account of each 2021 Term D Lender that shall have unconditionally and irrevocably delivered to the Administrative Agent (or its execution counsel) its executed signature page to this Agreement at or prior to 12:00 noon, New York City time, on March 5, 2015 (each, a “Consenting Lender”), an amendment fee in an amount equal to 0.05% of the aggregate outstanding principal amount of such Consenting Lender’s 2021 Term D Loans as of the Effective Date. Such fees shall be payable in immediately available funds and, once paid, shall not be refundable in whole or in part. (c) The Administrative Agent shall have received a favorable written opinion of (i) Bass, Xxxxx & Xxxx PLC, counsel for Parent and the Borrower, substantially to the effect set forth on Exhibit B-1 and (ii) the general counsel of Parent, substantially to the effect set forth in Exhibit B-2. (d) The Administrative Agent shall have received (i) a certificate as to the good standing of each Loan Party as of a recent date, from the Secretary of State of its state of organization; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Effective Date and certifying (A) that attached thereto is a true and complete copy of (1) the by-laws (or equivalent thereof) and (2) the certificate or articles of incorporation, certified as of a recent date by the Collateral Agent and receipt by the Collateral Agent Secretary of State of the followingapplicable state of organization, in each case of such Loan Party as in form effect on the Effective Date and substance satisfactory at all times since a date prior to the Collateral Agent:date of the resolutions described in clause (B) below, (or, if such by-laws (or equivalent thereof) or certificate or articles of incorporation have not been amended or modified since any delivery thereof to the Administrative Agent on the Closing Date, the First Restatement Effective Date, the Second Restatement Effective Date or the Third Restatement Effective Date, as applicable, certifying that no such amendment or modification has occurred), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent thereof) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (C) as to the incumbency and specimen signature of each officer executing this Agreement or any other document delivered in connection herewith on behalf of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Administrative Agent may reasonably request. (ie) original counterparts to this AgreementThe Administrative Agent shall have received a certificate, duly executed dated the Effective Date and signed by a Financial Officer of the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together confirming compliance with the Schedules referred to conditions precedent set forth in paragraphs (b) and (c) of Section 2(b) hereof;4.01 of the Credit Agreement. (iif) a Supplement The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Security AgreementEffective Date, substantially including upfront fees (which may be in the form of Exhibit C original issue discount) in the amounts agreed with each Incremental 2018 Term F Lender and, to the Security Agreement (the “Security Agreement Supplement”)extent invoiced, duly executed by the Additional [Borrower][Guarantor], and any instruments reimbursement or payment of assignment or other documents all out-of-pocket expenses required to be delivered to reimbursed or paid by the Borrower hereunder or under any other Loan Document. (g) The Security Documents shall be in full force and effect on the Effective Date, and the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company on behalf of the Additional [Borrower][Guarantor] is Secured Parties shall have a party, security interest in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests Collateral of the Additional [Borrower][Guarantor] to be pledged to type and priority described in each Security Document. The Administrative Agent shall notify the Collateral Agent pursuant to Borrower, the terms thereof; (A) certificates, if any, representing 100% Incremental 2018 Term F Lenders and the other Lenders under the Credit Agreement of the issued Effective Date and outstanding Equity interests of the Additional [Borrower][Guarantor] required to such notice shall be pledged pursuant to the Security Agreement conclusive and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; (v) to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreement; (vi) a supplement to the Intercompany Subordination Agreement, in form and substance reasonably satisfactory to the Collateral Agent, duly executed by the Additional [Borrower][Guarantor]; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement and any Mortgage; (viii) a written opinion of counsel to the Loan Parties as to such matters as the Collateral Agent may reasonably request; and (ix) such other agreements, instruments or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liensbinding.

Effectiveness. This Agreement Amendment and the First Amendment Facility Increase shall become effective upon on the first date on which each of the conditions set forth in this Section 4 is satisfied or waived (such date, the “Amendment Effective Date”): (a) The Administrative Agent shall have received duly executed counterparts of this Amendment from each Credit Party, the Administrative Agent, and all of the Lenders. (b) Upon the request of any Lender made through the Administrative Agent no later than two (2) days prior to the Amendment Effective Date, the Borrower shall have delivered to such Lender (through the Administrative Agent) a promissory note executed by the Borrower evidencing the Loans owing to such Lender. (c) Each Credit Party shall have confirmed and acknowledged to the Administrative Agent and the Lenders, and by its execution by the Collateral Agent and receipt by the Collateral Agent delivery of the followingthis Amendment, in each case in form Credit Party does hereby confirm and substance satisfactory acknowledge to the Collateral Administrative Agent: , the Issuing Bank and the Lenders, that (i) original counterparts the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate or other organizational action, as applicable, on the part of such Credit Party, (ii) the Credit Agreement and each other Credit Document to which it or any of its Subsidiaries is a party constitute valid and legally binding agreements enforceable against such Credit Party in accordance with their respective terms, except as such enforceability may be limited by Debtor Relief Laws, by general principles of equity and by a covenant of good faith and fair dealing, (iii) each of the representations and warranties set forth in the Credit Agreement and each other Credit Document is true and correct as of the date hereof (except to the extent any such representation or warranty is made as of a specific date, in which case such representation and warranty was true and correct as of such date), and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Credit Documents. (d) The Administrative Agent shall have received evidence that amendments to the Senior Secured Term Loan B Facility and the Senior Secured Term Loan C Facility shall have been executed in substantially the forms of Exhibit C-1 and Exhibit C-2 hereto, respectively, and that such amendments shall have become effective pursuant to the terms thereof (or shall become effective substantially concurrently with the occurrence of the Amendment Effective Date). (e) The Administrative Agent shall have received confirmation from the administrative agent under the Senior Secured Term Loan B Facility that the Borrower shall have repaid (or shall repay substantially concurrently with the occurrence of the Amendment Effective Date) the Senior Secured Term B Loans in a principal amount of not less than $100,000,000. (f) Substantially simultaneously with the effectiveness of this AgreementAmendment, duly executed the Sponsor or its Affiliates (other than a Debt Fund Affiliate) shall purchase from each of HSBC Bank USA, National Association, Xxxxxx Xxxxxxx Senior Funding, Inc., Société Générale and Natixis, New York Branch (or, as applicable, any Affiliate of any of the foregoing), 100% of the Senior Secured Term C Loans owned by such Persons or any of their Affiliates on the Amendment Effective Date on the terms and subject to the conditions (a) set forth in the assignment and assumption agreement with respect to such loans under the Term Loan C Facility in substantially the form of Exhibit D hereto and (b) as otherwise agreed by the parties hereto on or prior to the date hereof. (g) All fees required to be paid to the Administrative Agent or any Lender by the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (ii) a Supplement to the Security Agreement, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required to be delivered to the Collateral Agent including fees payable pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a partyany fee letter, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; (v) to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreement; (vi) a supplement to the Intercompany Subordination Agreement, in form and substance reasonably satisfactory to the Collateral Agent, duly executed by the Additional [Borrower][Guarantor]; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement and any Mortgage; (viii) a written opinion of counsel to the Loan Parties as to such matters as the Collateral Agent may reasonably request; and (ix) such other agreements, instruments or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Lienshave been paid.

Effectiveness. This Agreement Sections 1.02 and 1.03 of this Amendment and Consent shall become effective upon its execution by the Collateral Agent and receipt by the Collateral Agent as of the following, in each case in form first date (the “Amendment and substance Consent Effective Date”) on which the following conditions have been satisfied: (a) The Administrative Agent (or its counsel) shall have received from the Company and the Required Lenders either (x) counterparts of this Amendment and Consent signed on behalf of such parties or (y) written evidence reasonably satisfactory to the Collateral Agent:Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Amendment and Consent. (b) The Administrative Agent shall have received, in immediately available funds, (i) original counterparts to payment or reimbursement of all costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable in connection with this AgreementAmendment and Consent, duly executed by including the Borrowerreasonable fees, each Guarantor, charges and disbursements of counsel for the Additional [Borrower][Guarantor] Administrative Agent and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (ii) a Supplement nonrefundable amendment fee of 0.05% of the Commitments of each Lender party hereto. (c) The Administrative Agent shall have received executed legal opinions of: Xxxxxx, Xxxxx & Xxxxxxx LLP, as counsel to the Security Agreement, Company substantially in the form of Exhibit C the legal opinion provided on the Effective Date or as otherwise reasonably satisfactory to the Security Agreement (the “Security Agreement Supplement”), duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required Administrative Agent. The Company’s Counsel is expressly instructed to be delivered deliver its opinion to the Collateral Administrative Agent pursuant to for the terms thereof;benefit of each of the Administrative Agent and each Lender. (iiid) a Pledge Amendment to the Security Agreement to which the parent company The Administrative Agent shall have received (a) (i) certified copies of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company Charter and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; by-laws (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; (v) to the extent required under Section 7.01(bor analogous organizational documents) of the Financing Agreement Company and each Borrower or (Aii) a Mortgage, certificate of such Borrower dated as of the Amendment and Consent Effective Date confirming that such organizational documents remain in form full force and substance satisfactory to effect as of the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor]date of such certificate, and (Bb) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreement; resolutions (vi) a supplement to the Intercompany Subordination Agreementor analogous authorizations), in form and substance reasonably satisfactory to the Collateral Administrative Agent, duly executed of the Board of Directors (or analogous governing body) of the Company and each Borrower, authorizing in each case the execution, delivery and performance of this Amendment and Consent, in each case certified by the Additional [Borrower][Guarantor];Secretary or an Assistant Secretary of the Company or such Borrower as of the Amendment and Consent Effective Date and each such certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate. (viie) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in the opinion The Administrative Agent shall have received a certificate of the Collateral AgentSecretary or an Assistant Secretary (or analogous officer) of the Company and each Borrower dated as of the Amendment and Consent Effective Date, desirable as to perfect the security interests purported incumbency and signature of the officers of the Company and such Loan Party executing each of this Amendment and Consent and each other Loan Document to be created by which the Security Agreement Supplement Company and such Borrower is a party, and any Mortgage; (viii) a written opinion of counsel to the Loan Parties as to such matters as the Collateral Agent may reasonably request; and (ix) such other agreements, instruments certificate or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered delivered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all it pursuant thereto, together with evidence of the terms, covenants and agreements contained in the Loan Documents and that all property and assets incumbency of such Subsidiary Secretary or Assistant Secretary as the case may be. The Administrative Agent shall become Collateral for notify the Obligations free Company and clear the Lenders of all Liens other than Permitted Liensthe Amendment and Consent Effective Date and such notice shall be conclusive and binding.

Effectiveness. This Agreement shall become effective upon its execution by on the Collateral Agent and date that each of the following conditions shall have been satisfied or waived in accordance with Section 9.05 hereof: (a) receipt by the Collateral Agent of counterparts hereof signed by each of the following, in each case in form and substance satisfactory to parties hereto; (b) receipt by the Collateral Agent: Agent of (i) original counterparts to this Agreement, duly executed by a perfection certificate from the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (ii) a Supplement to the Security Agreement, Borrower substantially in the form of Exhibit C to G attached hereto, (ii) copies of the Security Agreement results of current UCC lien searches (or the “Security Agreement Supplement”equivalent in the applicable jurisdictions), duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required such results to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; (v) to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreement; (vi) a supplement to the Intercompany Subordination Agreement, in form and substance reasonably satisfactory to the Collateral Agent, duly executed by (iii) the Additional [Borrower][Guarantor]Security Agreement, and (iv) such other documents, instruments and/or agreements as the Agent may reasonably require to perfect its security interest in the Collateral in the relevant jurisdictions; (viic) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in receipt by the Agent of the legal opinion of Dechert LLP, counsel for the Collateral AgentBorrower, desirable to perfect the security interests purported to be created by the Security Agreement Supplement and any Mortgage; (viii) a written opinion of counsel addressed to the Loan Parties as to Agent and the Banks and covering such matters relating to the transactions contemplated hereby as the Collateral Agent may reasonably request; (d) receipt by the Agent of a certificate manually signed by an officer of the Borrower to the effect set forth in clauses (b) (if the Borrower is submitting a Notice of Borrowing on the Effective Date), (c) and (d) of Section 3.02 hereof, such certificate to be dated the Effective Date and to be in form and substance satisfactory to the Agent; (e) receipt by the Agent of a manually signed certificate from the Secretary or Assistant Secretary of the Borrower in form and substance satisfactory to the Agent and dated the Effective Date as to the incumbency of, and bearing manual specimen signatures of, the Authorized Signatories who are authorized to execute and take actions under the Loan Documents for and on behalf of the Borrower, and certifying and attaching copies of (i) Charter Documents (other than those delivered pursuant to Section 3.01(g) hereof), with all amendments thereto, (ii) the resolutions of the Borrower’s Board of Directors authorizing the transactions contemplated hereby, (iii) the investment advisory agreement between the Borrower and the Investment Manager as then in effect, along with any other investment management or submanagement agreements to which the Borrower is a party as then in effect, (iv) the Prospectus then in effect, and (v) a balance sheet of the Borrower, dated the Effective Date, and prepared in accordance with Generally Accepted Accounting Principles (the “Closing Balance Sheet”); (f) a legal existence and good standing certificate for the Borrower from the Secretary of State of the State of Delaware, dated as of a recent date; (g) a copy of the articles of incorporation of the Borrower, with all amendments, certified as of a recent date by the Secretary of State of the State of Delaware; (h) receipt by the Agent on behalf of each Bank of a duly completed Form FR U-1 referred to in Regulation U signed by the Borrower; and (ixi) such other agreements, instruments or other documents reasonably requested receipt by the Agents in order Agent of payment of (i) all reasonable fees and expenses (including reasonable fees and disbursements of special counsel for the Agent) then payable hereunder for which invoices have been presented and (ii) all fees then due and payable pursuant to create, perfect, establish Section 2.07(b) hereof. The Agent shall promptly notify the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect Borrower and the intent that such Subsidiary shall become bound by all Banks of the termsEffective Date, covenants and agreements contained in the Loan Documents such notice shall be conclusive and that binding on all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liensparties hereto.

Effectiveness. This Agreement The occurrence of the Effective Date is subject to the satisfaction (or waiver) of only the following conditions precedent: (a) the Administrative Agent (or its counsel) shall become effective upon its execution by have received from (I) all Lenders hereunder as of the Collateral Effective Date, (II) the Administrative Agent and receipt by (III) the Collateral Agent Borrower either (i) a counterpart of the following, in each case in form and substance this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Collateral Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (b) the Borrower shall have paid all fees, costs and expenses due and payable to the Administrative Agent:, for itself and on behalf of the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Effective Date; (c) the Borrower shall have provided the documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective Date; (d) the Borrower shall have delivered to the Administrative Agent a customary written opinion (addressed to the Administrative Agent and the Lenders) of Wachtell, Lipton, Rxxxx & Kxxx covering customary legal matters for an unsecured bank loan financing of the type contemplated by this Agreement; (e) the Borrower shall have delivered to the Administrative Agent copies of the certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; (f) the Borrower shall have delivered to the Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e); (g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Facility Credit Agreement) and that as of the Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (h) [reserved]; and (i) original counterparts to this Agreement, duly executed by the Borrower, each Guarantor, the Additional [Borrower][Guarantor] representations and the Collateral Agent, together with the Schedules referred to warranties set forth in Section 2(b) hereof; Article V shall be true and correct in all material respects (ii) a Supplement to the Security Agreement, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; (v) except to the extent required under Section 7.01(bsuch representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as of the Financing Agreement (A) a MortgageEffective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in form which case such representation or warranty shall have been true and substance satisfactory correct in all material respects (except to the Collateral extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the Administrative Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) Borrower of the Financing Agreement; (vi) a supplement to the Intercompany Subordination Agreement, in form and substance reasonably satisfactory to the Collateral Agent, duly executed by the Additional [Borrower][Guarantor]; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in the opinion satisfaction of the Collateral Agent, desirable to perfect the security interests purported to foregoing conditions shall be created by the Security Agreement Supplement and any Mortgage; (viii) a written opinion of counsel to the Loan Parties as to such matters as the Collateral Agent may reasonably request; and (ix) such other agreements, instruments or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liensconclusive evidence thereof.

Effectiveness. This Agreement Amendment shall become effective upon its execution by on the Collateral date (the “Fifth Amendment Effective Date”) on which the Administrative Agent and shall have received the following documents or other items, each dated the Fifth Amendment Effective Date unless otherwise indicated: (a) receipt by the Collateral Administrative Agent of counterparts hereof signed by each of the followingparties hereto (or, in each the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form and substance satisfactory to the Collateral Agent: it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party), including receipt of consent from (i) original counterparts to this each Extending Bank, (ii) each Non-Extending Bank, (iii) each Reducing Bank, and (iv) the Required Banks under the Existing Credit Agreement, duly executed by the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (iib) a Supplement to receipt by the Security AgreementAdministrative Agent of an opinion of the General Counsel of the Borrower, substantially in the form of Exhibit C F to the Security Agreement Existing Credit Agreement, provided that an enforceability opinion under New York law, that is reasonably acceptable to the Administrative Agent, shall be furnished by the Borrower’s New York counsel, Xxxxx & Xxxxxxx LLP, subject to customary assumptions, qualifications and limitations; (c) receipt by the “Security Agreement Supplement”Administrative Agent of a certificate signed by any one of the Chief Financial Officer, the Chief Executive Officer, the Treasurer, an Assistant Secretary-Treasurer, the Controller or the Vice President, Capital Markets Relations of the Borrower to the effect that the conditions set forth in clauses (c) through (g), duly executed inclusive, of Section 3.03 of the Amended Credit Agreement have been satisfied as of the Fifth Amendment Effective Date and, in the case of clauses (c), (d) and (g), setting forth in reasonable detail the calculations required to establish such compliance; (d) receipt by the Additional [Borrower][Guarantor]Administrative Agent of a certificate of an officer of the Borrower acceptable to the Administrative Agent stating that all consents, authorizations, notices and filings required or advisable in connection with this Amendment are in full force and effect, and any instruments the Administrative Agent shall have received evidence thereof reasonably satisfactory to it; (e) receipt by the Administrative Agent and the Syndication Agent (or their respective permitted assigns) and by each Bank Party of assignment or other documents all fees, including all such fees that are owed to each Reducing Bank and Non-Extending Bank required to be delivered paid in the respective amounts heretofore mutually agreed in writing, and all expenses required to the Collateral Agent be reimbursed pursuant to the terms thereofof the Existing Credit Agreement and for which invoices have been presented, at least one (1) business day prior to the Fifth Amendment Effective Date; (iiif) receipt by the Administrative Agent and the Banks of a Pledge Beneficial Ownership Certification on the Fifth Amendment to Effective Date and all documentation and other information required by regulatory authorities under applicable “know your customer” and anti- money laundering rules and regulations, including, without limitation, the Security Agreement to which USA PATRIOT Act (Title III of Pub. L. 107-56) and the parent company of FinCEN beneficial ownership regulations under the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof;Beneficial Ownership Regulation; and (Ag) certificates, if any, representing 100% receipt by the Administrative Agent of all documents the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Administrative Agent may reasonably request; (v) request relating to the extent required under Section 7.01(b) existence of the Financing Agreement (A) a MortgageBorrower, in form the corporate authority for and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) validity of the Financing Agreement; (vi) a supplement to the Intercompany Subordination Agreement, this Amendment all in form and substance reasonably satisfactory to the Collateral Administrative Agent, duly executed by . The Administrative Agent shall promptly notify the Additional [Borrower][Guarantor]; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in Borrower and the opinion Bank Parties of the Collateral AgentFifth Amendment Effective Date, desirable to perfect the security interests purported to and such notice shall be created by the Security Agreement Supplement conclusive and any Mortgage; (viii) a written opinion of counsel to the Loan Parties as to such matters as the Collateral Agent may reasonably request; and (ix) such other agreements, instruments or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by binding on all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liensparties hereto.

Effectiveness. This Agreement shall become effective upon its execution effective, and the commitments under each of the Existing Credit Facilities shall be automatically terminated, on the date that each of the following conditions shall have been satisfied: (a) Receipt by the Collateral Agent and receipt by the Collateral Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the applicable Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each case in form and substance satisfactory to the Collateral AgentAdministrative Agent and its legal counsel: (i) original executed counterparts to of this Agreement, duly executed by sufficient in number for distribution to the Administrative Agent and each Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (ii) a Supplement to the Security Agreement, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly Note executed by the Additional [Borrower][Guarantor], and any instruments each Borrower in favor of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereofeach Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Pledge Amendment to Responsible Officer in connection with this Agreement and the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereofother Loan Documents; (Aiv) certificates, if any, representing 100% of the issued such documents and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form certifications as the Collateral Administrative Agent may reasonably requestrequire to evidence that each Borrower is duly organized or formed, and that such Borrower is validly existing, in good standing and qualified to engage in business, in its jurisdiction of organization; (v) a favorable opinion of Rxxx Xxxxx LLP, counsel to TMCC, addressed to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form Administrative Agent and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreementeach Lender; (vi) a supplement favorable opinion of Pxxxxxxxxxx Xxxxxx & Axxxxxx LLP, counsel to TCPR, addressed to the Intercompany Subordination Agreement, in form Administrative Agent and substance reasonably satisfactory to the Collateral Agent, duly executed by the Additional [Borrower][Guarantor]each Lender; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in the a favorable opinion of Stikeman Elliott LLP, counsel to TCCI, addressed to the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement Administrative Agent and any Mortgageeach Lender; (viii) favorable opinions of Freshfields Bruckhaus Dxxxxxxx LLP, counsel to TMFNL, TFSUK, TKG and TLG, addressed to the Administrative Agent and each Lender; (ix) a written favorable opinion of King & Wood Mallesons, counsel to TFA, addressed to the Loan Parties Administrative Agent and each Lender; (x) on the Closing Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate of a Responsible Officer of each Borrower, stating that: (A) the representations and warranties contained in Article V hereof are correct on and as to such matters as of the Collateral Agent may reasonably requestClosing Date; and (ixB) no event has occurred and is continuing that constitutes a Default; and (xi) such other agreementsassurances, instruments certificates, documents or consents as the Administrative Agent, the Swing Line Lenders or the applicable Required Lenders reasonably may require. (b) Any fees required to be paid pursuant to the Fee Letters on or before the Closing Date shall have been paid. (c) The Borrowers shall have paid in full all indebtedness, interest, fees and other amounts outstanding under each Existing Credit Facility and each Existing Credit Facility shall have been terminated. Each of the Lenders that is a party to any Existing Credit Facility hereby waives, upon execution of this Agreement, any applicable requirement of prior notice under such credit agreement relating to the termination of commitments thereunder. Without limiting the generality of the provisions of Section 8.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported matter required thereunder to be covered consented to or approved by any or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Security Agreement Supplement or Additional Mortgage or otherwise Lender prior to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liensproposed Closing Date specifying its objection thereto.

Effectiveness. This Agreement shall become effective upon its execution effective, and the commitments under the Existing Credit Facility shall be automatically terminated, on the date that each of the following conditions shall have been satisfied: (a) Receipt by the Collateral Agent and receipt by the Collateral Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the applicable Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each case in form and substance satisfactory to the Collateral AgentAdministrative Agent and its legal counsel: (i) original executed counterparts to of this Agreement, duly executed by sufficient in number for distribution to the Administrative Agent and each Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (ii) a Supplement to the Security Agreement, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly Note executed by the Additional [Borrower][Guarantor], and any instruments each Borrower in favor of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereofeach Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Pledge Amendment to Responsible Officer in connection with this Agreement and the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereofother Loan Documents; (Aiv) certificates, if any, representing 100% of the issued such documents and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form certifications as the Collateral Administrative Agent may reasonably requestrequire to evidence that each Borrower is duly organized or formed, and that such Borrower is validly existing, in good standing and qualified to engage in business, in its jurisdiction of organization; (v) a favorable opinion of Rxxx Xxxxx LLP, counsel to TMCC, addressed to the extent required under Section 7.01(b) of the Financing Agreement (A) a MortgageAdministrative Agent and each Lender, in form and substance satisfactory as to the Collateral Agent (matters and in the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreementform set forth in Exhibit H; (vi) a supplement favorable opinion of Pxxxxxxxxxx Xxxxxx & Axxxxxx LLP, counsel to TCPR, addressed to the Intercompany Subordination AgreementAdministrative Agent and each Lender, in form and substance reasonably satisfactory as to the Collateral Agent, duly executed by matters and in the Additional [Borrower][Guarantor]form set forth in Exhibit I-1; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices a favorable opinion of Stikeman Elliott LLP, counsel to TCCI, addressed to the Administrative Agent and each Lender, as may be necessary or, to the matters and in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement and any Mortgageform set forth in Exhibit I-2; (viii) a written opinion favorable opinions of Freshfields Bruckhaus Dxxxxxxx LLP, counsel to TMFNL, TFSUK, TKG and TLG, addressed to the Loan Parties Administrative Agent and each Lender, as to such the matters and in the forms set forth in Exhibit I-3, Exhibit I-4 and Exhibit I-5; (ix) on the Closing Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate of a Responsible Officer of each Borrower, stating that: (A) the representations and warranties contained in Article V hereof are correct on and as of the Collateral Agent may reasonably requestClosing Date; and (ixB) no event has occurred and is continuing that constitutes a Default; and (x) such other agreementsassurances, instruments certificates, documents or consents as the Administrative Agent, the Swing Line Lenders or the applicable Required Lenders reasonably may require. (b) Any fees required to be paid pursuant to the Fee Letters on or before the Closing Date shall have been paid. (c) The Borrowers shall have paid in full all indebtedness, interest, fees and other amounts outstanding under the Existing Credit Facility and the Existing Credit Facility shall have been terminated. Each of the Lenders that is a party to the Existing Credit Facility hereby waives, upon execution of this Agreement, any applicable requirement of prior notice under such credit agreement relating to the termination of commitments thereunder. Without limiting the generality of the provisions of Section 8.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported matter required thereunder to be covered consented to or approved by any or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Security Agreement Supplement or Additional Mortgage or otherwise Lender prior to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liensproposed Closing Date specifying its objection thereto.

Effectiveness. This Amended Agreement shall become effective upon its execution by on the Collateral Agent and date that each of the following conditions shall have been satisfied (or waived in accordance with Section 9.05). (a) receipt by the Collateral Administrative Agent of counterparts hereof signed by each of the followingparties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telecopy, telex or other written confirmation from such party of execution of a counterpart hereof by such party); (b) receipt by the Administrative Agent of (i) an opinion of internal counsel of each Borrower, substantially in the form of Exhibit B-1 hereto and (ii) an opinion of Xxxxxxxx, Xxxxxxxx & Xxxxxx, P.A., special counsel for the Borrowers, substantially in the form of Exhibit B-2 hereto, and, in each case in form and substance satisfactory case, covering such additional matters relating to the Collateral Agent: (i) original counterparts to this Agreement, duly executed by transactions contemplated hereby as the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereofRequired Banks may reasonably request; (iic) a Supplement to receipt by the Security AgreementAdministrative Agent of an opinion of Xxxxx Xxxx & Xxxxxxxx, special counsel for the Agents, substantially in the form of Exhibit C hereto and covering such additional matters relating to the Security Agreement (the “Security Agreement Supplement”), duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form transactions contemplated hereby as the Collateral Agent Required Banks may reasonably request; (vd) receipt by the Administrative Agent of a certificate signed by a Vice President, the Treasurer, an Assistant Treasurer or the Controller of Cinergy, dated the Effective Date, to the extent required under Section 7.01(beffect set forth in clauses (c) and (d) of Section 3.02; (e) receipt by the Financing Administrative Agent of all documents it may have reasonably requested prior to the date hereof relating to the existence of the Borrowers, the corporate authority for and the validity of this Agreement (A) a Mortgageand the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Collateral Agent Administrative Agent; (the “Additional Mortgage”), duly executed f) receipt by the Additional [Borrower][Guarantor]Administrative Agent of evidence satisfactory to it of the payment of all principal of and interest on any “Advances” (as defined in the Existing Agreement) made by any Departing Bank outstanding under the Existing Agreement; and (g) receipt by the Administrative Agent for the account of the Banks of participation fees as heretofore mutually agreed by Cinergy and the Administrative Agent; provided that this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than July 15, 2006. The Administrative Agent shall promptly notify Cinergy and the Banks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto. On the Effective Date, the Existing Agreement will be automatically amended and restated in its entirety to read as set forth herein. On and after the Effective Date, the rights and obligations of the parties hereto shall be governed by this Amended Agreement; provided that the rights and obligations of the parties hereto with respect to the real property owned period prior to the Effective Date shall continue to be governed by the Additional [Borrower][Guarantor]provisions of the Existing Agreement. The Administrative Agent shall promptly notify the Borrowers and each Bank of the effectiveness of this Amended Agreement, and such notice shall be conclusive and binding on all parties hereto. The Commitment of any Person which has a Commitment under the Existing Agreement but not under this Amended Agreement shall terminate on the Effective Date, and all accrued fees and other amounts payable to such Person shall be due on the Effective Date. On the Effective Date, (Bi) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) respective participations of the Financing Banks in any “Letters of Credit” (as defined in the Existing Agreement; ) outstanding under the Existing Agreement shall be redetermined on the basis of their respective Commitments under this Amended Agreement as if issued hereunder on the Effective Date, and any such “Letters of Credit” shall be Letters of Credit hereunder and (viii) a supplement to within five Domestic Business Days of the Intercompany Subordination Agreement, in form and substance reasonably satisfactory to the Collateral Agent, duly executed by the Additional [Borrower][Guarantor]; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary orEffective Date, in the opinion case of any “Base Rate Advances” (as defined in the Existing Agreement) made under the Existing Agreement and outstanding on the Effective Date, and at the end of the Collateral Agentthen current “Interest Period” (as defined in the Existing Agreement) with respect thereto, desirable in the case of any “Eurodollar Rate Advances” (as defined in the Existing Agreement) then outstanding under the Existing Agreement, the Borrower shall prepay the same in their entirety and, to perfect the security interests purported extent the Borrower elects to be created do so and subject to the conditions specified in this Article 3, the Borrower shall reborrow Revolving Credit Loans from the Banks in proportion to their respective Commitments under this Amended Agreement, until such time as all outstanding principal amounts are held by the Security Agreement Supplement and any Mortgage; (viii) a written opinion of counsel to the Loan Parties as to Banks in such matters as the Collateral Agent may reasonably request; and (ix) such other agreements, instruments or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liensproportion.

Effectiveness. This Agreement shall become effective upon its execution effective, and the commitments under each of the Existing Credit Facilities shall be automatically terminated, on the date that each of the following conditions shall have been satisfied: (a) Receipt by the Collateral Agent and receipt by the Collateral Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the applicable Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each case in form and substance satisfactory to the Collateral AgentAdministrative Agent and its legal counsel: (i) original executed counterparts to of this Agreement, duly executed by sufficient in number for distribution to the Administrative Agent and each Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (ii) a Supplement to the Security Agreement, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly Note executed by the Additional [Borrower][Guarantor], and any instruments each Borrower in favor of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereofeach Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Pledge Amendment to Responsible Officer in connection with this Agreement and the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereofother Loan Documents; (Aiv) certificates, if any, representing 100% of the issued such documents and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form certifications as the Collateral Administrative Agent may reasonably requestrequire to evidence that each Borrower is duly organized or formed, and that such Borrower is validly existing, in good standing and qualified to engage in business, in its jurisdiction of organization; (v) a favorable opinion of Winston & Xxxxxx LLP, counsel to TMCC, addressed to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form Administrative Agent and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreementeach Lender; (vi) a supplement favorable opinion of Xxxxxxxxxxx Xxxxxx & Xxxxxxx LLP, counsel to TCPR, addressed to the Intercompany Subordination Agreement, in form Administrative Agent and substance reasonably satisfactory to the Collateral Agent, duly executed by the Additional [Borrower][Guarantor]each Lender; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in the a favorable opinion of Stikeman Elliott LLP, counsel to TCCI, addressed to the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement Administrative Agent and any Mortgageeach Lender; (viii) a written opinion favorable opinions of Freshfields Bruckhaus Xxxxxxxx LLP, counsel to TMFNL, TFSUK, TKG and TLG, addressed to the Loan Parties Administrative Agent and each Lender; (ix) on the Closing Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate of a Responsible Officer of each Borrower, stating that: (A) the representations and warranties contained in Article V hereof are correct on and as to such matters as of the Collateral Agent may reasonably requestClosing Date; and (ixB) no event has occurred and is continuing that constitutes a Default; and (x) such other agreementsassurances, instruments certificates, documents or consents as the Administrative Agent, the Swing Line Lenders or the applicable Required Lenders reasonably may require. (b) Any fees required to be paid pursuant to the Fee Letters on or before the Closing Date shall have been paid. (c) The Borrowers shall have paid in full all indebtedness, interest, fees and other amounts outstanding under each Existing Credit Facility and each Existing Credit Facility shall have been terminated. Each of the Lenders that is a party to any Existing Credit Facility hereby waives, upon execution of this Agreement, any applicable requirement of prior notice under such credit agreement relating to the termination of commitments thereunder. Without limiting the generality of the provisions of Section 8.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported matter required thereunder to be covered consented to or approved by any or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Security Agreement Supplement or Additional Mortgage or otherwise Lender prior to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liensproposed Closing Date specifying its objection thereto.

Effectiveness. This Agreement Amendment shall become be deemed effective upon its the due execution by the and delivery to Collateral Agent and receipt by the Collateral Agent of the following, in each case in form and substance satisfactory to the Collateral Agent: (i) original counterparts to this Agreement, duly executed by the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (ii) a Supplement to the Security Agreement, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; (v) to the extent required under Section 7.01(b) of the Financing Agreement (A) a MortgageLenders, in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”)and each Lender, duly of such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: a) this Amendment, executed by Borrower, Collateral Agent and each Lender; b) a warrant to purchase stock, executed by Borrower; c) secured promissory notes, executed by Borrower; d) a Corporate Borrowing Certificate by Borrower dated as of the Additional [Borrower][Guarantor]First Amendment Effective Date; e) a Perfection Certificate for Borrower dated as of the First Amendment Effective Date; f) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the First Amendment Effective Date; g) certified copies of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been terminated or released; h) a Disbursement Letter executed by Borrower; i) payment of a fee with respect to the real property owned by Original Oxford Term Loan in an amount equal to Five Hundred Forty Two Thousand Five Hundred Dollars ($542,500), which for the Additional [Borrower][Guarantor]avoidance of doubt, is in addition to and (B) not a Title Insurance Policy covering such real property, together substitution for the Final Payment to be paid with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable respect to the documents required under Term Loans (including the Original Oxford Term Loan) in accordance with Section 7.01(o2.5(c) of the Financing Loan Agreement; (vi) a supplement to the Intercompany Subordination Agreement, in form and substance reasonably satisfactory to the Collateral Agent, duly executed by the Additional [Borrower][Guarantor]; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement and any Mortgage; (viii) a written opinion of counsel to the Loan Parties as to such matters as the Collateral Agent may reasonably request; and (ixj) such other agreements, instruments or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear Borrower’s payment of all Liens other than Permitted LiensLenders’ Expenses incurred through the date of this Amendment.

Effectiveness. This Agreement Amendment shall become effective on the first date when, and simultaneously with the time upon its execution which, the following conditions are met (the “Amendment No. 1 Effective Date”): (a) the Administrative Agent shall have received counterparts hereof signed by the Collateral Agent and receipt by the Collateral Agent each of the followingRequired Lenders and the Borrower (or, in the case of any party as to which an executed counterpart shall not have been received, the Administrative Agent shall have received in form satisfactory to it facsimile or other written confirmation from such party of execution of a counterpart hereof by such party); provided that Section 5 of this Amendment and the amendments to the Credit Agreement made thereby shall become effective only if the Administrative Agent also receives duly executed counterparts hereof signed by all of the Lenders (or, in the case of any party as to which an executed counterpart shall not have been received, the Administrative Agent shall have received in form satisfactory to it facsimile or other written confirmation from such party of execution of a counterpart hereof by such party), it being understood that the failure of Section 5 to become effective shall not affect the effectiveness of the remaining provisions of this Amendment and the other amendments to the Credit Agreements made thereby; (b) the Administrative Agent shall have received (i) counterparts of the Security Agreement, the Subsidiary Guarantee and the Pledge Agreement from each case Person which is either a party to a Loan Document amended and restated thereby or required to become a party thereto pursuant to Section 5.18 of the Credit Agreement as amended hereby (and including in any event (x) with respect to the Pledge Agreement, each Subsidiary which is an owner of equity interests set forth in Part A of Schedule 1.03 hereto and (y) with respect to the Security Agreement each Person set forth in Part B of Schedule 1.03 hereto) and (ii) such certificates, evidences of corporate action, legal opinions and other documents as the Administrative Agent may reasonably request, all in form and substance satisfactory to the Collateral Administrative Agent: (i) original counterparts to this Agreement, duly executed by the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (ii) a Supplement to the Security Agreement, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; (v) to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreement; (vi) a supplement to the Intercompany Subordination Agreement, in form and substance reasonably satisfactory to the Collateral Agent, duly executed by the Additional [Borrower][Guarantor]; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement and any Mortgage; (viii) a written opinion of counsel to the Loan Parties as to such matters as the Collateral Agent may reasonably request; and (ixc) such the Administrative Agent and the Arrangers shall have received payment of all costs, fees and expenses (including, without limitation, reasonable legal fees and expenses for which invoices shall have been submitted to the Borrower) and other agreements, instruments or other documents reasonably requested by the Agents in order compensation due and payable to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained foregoing on or prior to the Amendment No. 1 Effective Date in connection with the Loan Documents Documents. Promptly after the Amendment No. 1 Effective Date occurs, the Administrative Agent shall notify the Borrower, the other Agents and that the Lenders thereof, and such notice shall be conclusive and binding on all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liensparties hereto.

Effectiveness. (i) This Agreement Amendment shall become effective upon its execution by the Collateral Agent and receipt by the Collateral Agent as of the following, in each case in form and substance satisfactory to first date (the Collateral Agent“Extension Amendments Effective Date”) on which the below conditions shall have been satisfied or waived: 1. the Administrative Agent (ior its counsel) original counterparts to this Agreement, shall have received duly executed by counterparts hereof that, when taken together, bear the authorized signatures of the Borrower, each GuarantorSubsidiary Guarantor and each Extending Lender (together, representing at least the Additional [Borrower][Guarantor] Required Lenders); 2. the Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower and each other Obligor and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (ii) a Supplement to the Security Agreement, substantially in the form authorization of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; (v) to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreement; (vi) a supplement to the Intercompany Subordination Agreementthis Amendment, in form and substance reasonably satisfactory to the Collateral Administrative Agent and its counsel; 3. the Administrative Agent shall have received a customary written opinion (addressed to the Administrative Agent and the Lenders dated the Extension Amendments Effective Date) of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, New York counsel for the Borrower (and the Borrower hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent); 4. the Administrative Agent shall have received a certificate from the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, dated the Extension Amendments Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming that on and as of the Extension Amendments Effective Date (x) the representations and warranties set forth in Article III of the Extended Credit Agreement and in the other Loan Documents are true and correct in all material respects (except to the extent any such representation or warranty is itself qualified by materiality or reference to a Material Adverse Effect, in which case it is true and correct in all respects) on and as of the Extension Amendments Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date and (y) as of the Extension Amendments Effective Date, no Default or Event of Default has occurred and is continuing; and 5. the Administrative Agent shall have received (i) all amounts invoiced to the Borrower that are due and payable by it (to the extent required under the terms of the Credit Agreement) on the Extension Amendments Effective Date, including payment or reimbursement of all fees and expenses (including (x) pursuant to any fee letters executed and delivered by the Borrower and (y) fees, charges and disbursements of counsel) required to be paid or reimbursed by the Borrower in connection with the Amendment and (ii) all accrued and unpaid interest on the outstanding Loans and, if applicable, accrued and unpaid commitment fees thereon, to and including the Extension Amendments Effective Date. (ii) The amendments and other modifications set forth in Section (A)(ii) shall become effective as of the first date (the “Reorganization Amendments Effective Date”) on which the below conditions shall have been satisfied or waived: 1. If (and solely to the extent applicable) Reorganization Merger Sub (as defined in the Extended Credit Agreement) is the surviving entity of the Reorganization Merger (as defined in the Extended Credit Agreement), then the Administrative Agent (or its counsel) shall have received (i) a duly executed by counterpart of Reorganization Merger Sub to a Borrower Assumption Agreement, dated as of the Additional [Borrower][Guarantor]; Reorganization Amendments Effective Date, (viiii) appropriate financing statements on Form UCC-1 duly filed such documents and certificates relating to the organization, existence and good standing of Reorganization Merger Sub and the authorization of the Borrower Assumption Agreement (as defined in such office or offices as may be necessary orthe Extended Credit Agreement), in form and substance substantially consistent with those documents and certificates (and the opinion terms thereof and attachments thereto) provided with respect to the Borrower pursuant to and in satisfaction of the Collateral Agentcondition in Section (E)(i)(2) above, desirable to perfect the security interests purported to be created by the Security Agreement Supplement and any Mortgage; (viiiiii) a customary written opinion (addressed to the Administrative Agent and the Lenders dated the Reorganization Amendments Effective Date) of counsel to Reorganization Merger Sub in form and substance substantially consistent with the Loan Parties as opinion delivered pursuant to and in satisfaction of the condition in Section (E)(i)(3) above (and the Borrower hereby instructs such matters as counsel to deliver such opinion to the Collateral Agent may reasonably requestLenders and the Administrative Agent); 2. the Reorganization Merger shall have been, or substantially concurrently with the occurrence of the Reorganization Amendments Effective Date shall be, consummated; and (ix) such 3. the Administrative Agent shall have received, at least three Business Days prior to the Reorganization Amendments Effective Date, all documentation and other agreements, instruments or other documents information reasonably requested in writing by the Agents Administrative Agent about Reorganization Merger Sub at least ten Business Days in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all advance of the termsReorganization Amendments Effective Date, covenants which documentation and agreements contained in other information is required by applicable regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted LiensUSA PATRIOT Act.

Effectiveness. This Agreement shall become effective upon its execution by on the Collateral date that each of the following conditions shall have been satisfied (or waived in accordance with Section 9.5): (a) the Administrative Agent shall have received from each of the Borrower, each Issuing Bank and the Banks (x) a counterpart of this Agreement signed on behalf of such Person or (y) written evidence satisfactory to the Administrative Agent (which may include facsimile transmission of a signed signature page of this Agreement) that such Person has signed a counterpart of this Agreement; (b) receipt by the Collateral Administrative Agent of written opinions (each dated the followingEffective Date and addressed to the Administrative Agent and the Lenders) of (i) the General Counsel of the Borrower and (ii) Hunton & Xxxxxxxx, special New York counsel for the Borrower, in each case in form and substance satisfactory to the Collateral Agent:Administrative Agent and the Lenders covering such matters relating to the Borrower, the Loan Documents and the transactions contemplated hereby as they may require; (c) all Existing Bank Debt shall be paid in full, all Liens, if any, securing the same and all commitments thereunder shall be terminated, and the Administrative Agent shall have received satisfactory evidence of the foregoing; (d) all fees payable to the Lenders and the Agents on the Effective Date, and the reasonable fees and expenses of counsel to the Administrative Agent incurred in connection with the preparation, negotiation and closing of the Loan Documents, shall have been paid; (e) the Administrative Agent shall have received (i) original counterparts a certificate of good standing with respect to this Agreementthe Borrower from the Secretary of State of its state of incorporation, duly executed by the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (ii) a Supplement to the Security Agreement, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company certificate of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests Secretary or an Assistant Secretary of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; (v) to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreement; (vi) a supplement to the Intercompany Subordination AgreementBorrower, in form and substance reasonably satisfactory to the Collateral Administrative Agent, duly executed by attaching (A) organizational documents, (B) resolutions authorizing the Additional [Borrower][Guarantor]Loan Documents and the transactions contemplated thereby which are in full force and effect, and (C) containing an incumbency certification with respect to each officer thereof signing any Loan Document; (viif) appropriate financing statements the representations and warranties set forth in Article 4 are true and correct on Form UCC-1 duly filed in such office or offices and as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement and any Mortgage; (viii) a written opinion of counsel to the Loan Parties as to such matters as the Collateral Agent may reasonably requestEffective Date; and (ixg) such other agreementsno Default shall have occurred and be continuing on the Effective Date. Notwithstanding anything to the contrary contained in this Section 3.1, instruments this Agreement shall not become effective or other documents reasonably requested by the Agents in order to createbe binding on any party hereto unless not later than November 1, perfect2009, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the termsforegoing conditions are satisfied (or waived in accordance with Section 9.5). The Borrower and the Banks party to the Existing Agreements, covenants to the extent that the Banks constitute “Required Banks” thereunder, hereby agree that the commitments to extend credit thereunder shall terminate automatically upon the Effective Date. The Administrative Agent shall promptly notify the Borrower and agreements contained in the Loan Documents Lenders of the Effective Date, and that such notice shall be conclusive and binding on all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liensparties hereto.

Effectiveness. This Agreement shall become effective upon its execution by the Collateral Additional [Borrower][Guarantor], each Borrower, each Guarantor and each Agent and receipt by the Collateral Agent Agents of the following, in each case in form and substance reasonably satisfactory to the Collateral AgentAgents: (i) original counterparts to this Agreement, duly executed by the each Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral AgentAgents, together with the Schedules referred to in Section 2(b) hereof; (ii) a Supplement to the Security Agreement, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required to be delivered to the Collateral Agent Agents pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in substantially the form of Exhibit A thereto, duly executed by such parent company and providing for all 100% of the issued and outstanding Equity Interests of the Additional [Borrower][Guarantor] to the extent required to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests Interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] (other than (1) the Equity Interests of any Immaterial Subsidiary or (2) more than 65% of the voting Equity Interests of any Foreign Subsidiary) and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are in each case to the extent required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; (v) to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form and substance reasonably satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, (C) a current ALTA survey thereof and a surveyor’s certificate, each in form and substance reasonably satisfactory to the Collateral Agent, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing AgreementAgreement or otherwise; (vi) a supplement to the Intercompany Subordination Agreement, in form and substance evidence reasonably satisfactory to the Collateral Agent, duly executed by Agent of the Additional [Borrower][Guarantor]; (vii) filing of appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement and any Mortgage;; and (viiivii) if requested pursuant to Section 7.01(b), a written opinion of counsel to the Loan Parties as to such matters as the Collateral Agent Agents may reasonably request; and (ix) such other agreements, instruments or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liens.

Effectiveness. This Agreement shall become effective upon its execution by on the Collateral Agent and date that each of the following conditions shall have been satisfied (or waived in accordance with Section 9.05): (a) receipt by the Collateral Administrative Agent of counterparts hereof signed by each of the followingparties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telecopy, telex or other written confirmation from such party of execution of a counterpart hereof by such party); (b) receipt by the Administrative Agent of (i) an opinion of an associate general counsel of the Borrower, substantially in the form of Exhibit B-1 hereto and (ii) an opinion of Xxxxxxxx, Xxxxxxxx & Xxxxxx, P.A., special counsel for the Borrower, substantially in the form of Exhibit B-2 hereto, and, in each case in form and substance satisfactory case, covering such additional matters relating to the Collateral Agent: (i) original counterparts to this Agreement, duly executed by transactions contemplated hereby as the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereofRequired Banks may reasonably request; (iic) a Supplement to receipt by the Security AgreementAdministrative Agent of an opinion of Xxxxx Xxxx & Xxxxxxxx, special counsel for the Agents, substantially in the form of Exhibit C hereto and covering such additional matters relating to the Security Agreement (the “Security Agreement Supplement”), duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form transactions contemplated hereby as the Collateral Agent Required Banks may reasonably request; (vd) receipt by the Administrative Agent of a certificate signed by a Vice President, the Treasurer, an Assistant Treasurer or the Controller of the Borrower, dated the Effective Date, to the extent required under Section 7.01(beffect set forth in clauses (c) and (d) of Section 3.02; (e) receipt by the Financing Administrative Agent of all documents it may have reasonably requested prior to the date hereof relating to the existence of the Borrower, the limited liability company authority for and the validity of this Agreement (A) a Mortgageand the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing AgreementAdministrative Agent; (vif) a supplement to receipt by the Intercompany Subordination Agreement, in form and substance reasonably Administrative Agent of evidence satisfactory to the Collateral Agent, duly executed by the Additional [Borrower][Guarantor]; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in the opinion it of the Collateral Agentpayment of all principal of and interest on any loans outstanding under, desirable to perfect and all accrued commitment fees under, the security interests purported to be created by Existing Credit Agreements and the Security Agreement Supplement and cancellation or the expiration of any Mortgage; (viii) a written opinion letter of counsel to the Loan Parties as to such matters as the Collateral Agent may reasonably requestcredit issued thereunder; and (ixg) such other agreements, instruments or other documents reasonably requested receipt by the Agents in order to create, perfect, establish Administrative Agent for the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all account of the terms, covenants Banks of participation fees as heretofore mutually agreed by the Borrower and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liens.Administrative Agent;

Effectiveness. This Agreement shall become effective upon its execution effective, and the commitments under each of the Existing Credit Facilities shall be automatically terminated, on the date that each of the following conditions shall have been satisfied: (a) Receipt by the Collateral Agent and receipt by the Collateral Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the applicable Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each case in form and substance satisfactory to the Collateral AgentAdministrative Agent and its legal counsel: (i) original executed counterparts to of this Agreement, duly executed by sufficient in number for distribution to the Administrative Agent and each Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (ii) a Supplement to the Security Agreement, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly Note executed by the Additional [Borrower][Guarantor], and any instruments each Borrower in favor of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereofeach Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Pledge Amendment to Responsible Officer in connection with this Agreement and the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereofother Loan Documents; (Aiv) certificates, if any, representing 100% of the issued such documents and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form certifications as the Collateral Administrative Agent may reasonably requestrequire to evidence that each Borrower is duly organized or formed, and that such Borrower is validly existing, in good standing and qualified to engage in business, in its jurisdiction of organization; (v) a favorable opinion of Sxxxxxxxxx Xxxxxx & Bxxxxxx LLP, counsel to TMCC, addressed to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form Administrative Agent and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreementeach Lender; (vi) a supplement favorable opinion of Pxxxxxxxxxx Xxxxxx & Axxxxxx LLP, counsel to TCPR, addressed to the Intercompany Subordination Agreement, in form Administrative Agent and substance reasonably satisfactory to the Collateral Agent, duly executed by the Additional [Borrower][Guarantor]each Lender; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in the a favorable opinion of Stikeman Elliott LLP, counsel to TCCI, addressed to the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement Administrative Agent and any Mortgageeach Lender; (viii) favorable opinions of Freshfields Bruckhaus Dxxxxxxx LLP, counsel to TMFNL, TFSUK, TKG and TLG, addressed to the Administrative Agent and each Lender; (ix) a written favorable opinion of King & Wood Mallesons, counsel to TFA, addressed to the Loan Parties Administrative Agent and each Lender; (x) on the Closing Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate of a Responsible Officer of each Borrower, stating that: (A) the representations and warranties contained in Article V hereof are correct on and as to such matters as of the Collateral Agent may reasonably requestClosing Date; and (ixB) no event has occurred and is continuing that constitutes a Default; and (xi) such other agreementsassurances, instruments certificates, documents or consents as the Administrative Agent, the Swing Line Lenders or the applicable Required Lenders reasonably may require. (b) Any fees required to be paid pursuant to the Fee Letters on or before the Closing Date shall have been paid. (c) The Borrowers shall have paid in full all indebtedness, interest, fees and other amounts outstanding under each Existing Credit Facility and each Existing Credit Facility shall have been terminated. Each of the Lenders that is a party to any Existing Credit Facility hereby waives, upon execution of this Agreement, any applicable requirement of prior notice under such credit agreement relating to the termination of commitments thereunder. Without limiting the generality of the provisions of Section 8.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported matter required thereunder to be covered consented to or approved by any or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Security Agreement Supplement or Additional Mortgage or otherwise Lender prior to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liensproposed Closing Date specifying its objection thereto.

Effectiveness. This Agreement shall become effective upon its execution effective, and the commitments under each of the Existing Credit Facilities shall be automatically terminated, on the date that each of the following conditions shall have been satisfied: (a) Receipt by the Collateral Agent and receipt by the Collateral Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the applicable Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each case in form and substance satisfactory to the Collateral AgentAdministrative Agent and its legal counsel: (i) original executed counterparts to of this Agreement, duly executed by sufficient in number for distribution to the Administrative Agent and each Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (ii) a Supplement to the Security Agreement, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly Note executed by the Additional [Borrower][Guarantor], and any instruments each Borrower in favor of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereofeach Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Pledge Amendment to Responsible Officer in connection with this Agreement and the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereofother Loan Documents; (Aiv) certificates, if any, representing 100% of the issued such documents and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form certifications as the Collateral Administrative Agent may reasonably requestrequire to evidence that each Borrower is duly organized or formed, and that such Borrower is validly existing, in good standing and qualified to engage in business, in its jurisdiction of organization; (v) a favorable opinion of Eversheds Xxxxxxxxxx (US) LLP, counsel to TMCC, addressed to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form Administrative Agent and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreementeach Lender; (vi) a supplement favorable opinion of Xxxxxxxxxxx Xxxxxx & Xxxxxxx LLP, counsel to TCPR, addressed to the Intercompany Subordination Agreement, in form Administrative Agent and substance reasonably satisfactory to the Collateral Agent, duly executed by the Additional [Borrower][Guarantor]each Lender; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in the a favorable opinion of Stikeman Elliott LLP, counsel to TCCI, addressed to the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement Administrative Agent and any Mortgageeach Lender; (viii) favorable opinions of Freshfields Bruckhaus Xxxxxxxx LLP, counsel to TMFNL, TFSUK, TKG and TLG, addressed to the Administrative Agent and each Lender; (ix) a written favorable opinion of King & Wood Mallesons, counsel to TFA, addressed to the Loan Parties Administrative Agent and each Lender; (x) on the Closing Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate of a Responsible Officer of each Borrower, stating that: (A) the representations and warranties contained in Article V hereof are correct on and as to such matters as of the Collateral Agent may reasonably requestClosing Date; and (ixB) no event has occurred and is continuing that constitutes a Default; and (xi) such other agreementsassurances, instruments certificates, documents or consents as the Administrative Agent, the Swing Line Lenders or the applicable Required Lenders reasonably may require. (b) Any fees required to be paid pursuant to the Fee Letters on or before the Closing Date shall have been paid. (c) The Borrowers shall have paid in full all indebtedness, interest, fees and other amounts outstanding under each Existing Credit Facility and each Existing Credit Facility shall have been terminated. Each of the Lenders that is a party to any Existing Credit Facility hereby waives, upon execution of this Agreement, any applicable requirement of prior notice under such credit agreement relating to the termination of commitments thereunder. Without limiting the generality of the provisions of Section 8.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported matter required thereunder to be covered consented to or approved by any or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Security Agreement Supplement or Additional Mortgage or otherwise Lender prior to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liensproposed Closing Date specifying its objection thereto.

Effectiveness. This Agreement shall become effective upon its execution on the date (the “Effective Date”) on which (i) the Company has furnished to the Administrative Agent each of the following documents and (ii) each of the following events shall have occurred, as applicable: (a) Copies of the articles or certificate of incorporation (or similar formation documents) of the Company, together with all amendments, and a certificate of good standing, each certified by the Collateral appropriate governmental officer in its jurisdiction of formation, as well as any other information requested by the Administrative Agent or any Lender and required by Section 326 of the USA Patriot Act or necessary for the Administrative Agent or any Lender to verify the identity of the Company as required by Section 326 of the USA Patriot Act. (b) Copies, certified by the Secretary or an Assistant Secretary of the Company, of its by-laws and of the resolutions of its board of directors and of necessary resolutions or actions of any other body authorizing the Company’s execution of the Loan Documents to which the Company is a party. (c) An incumbency certificate, executed by the Secretary or an Assistant Secretary of the Company, which shall identify by name and title and bear the signatures of the Authorized Officers executing one or more of the Loan Documents delivered in connection with the Effective Date, upon which certificate the Administrative Agent and receipt the Lenders shall be entitled to rely until informed of any change in writing by the Collateral Agent Company. (d) A certificate, signed by the chief financial officer, controller or chief accounting officer of the followingCompany, stating that on the Effective Date (i) no Default or Unmatured Default has occurred and is continuing, and (ii) the representations and warranties contained in each case Article V are true and correct. (e) A written opinion of Xxxxx & Xxxxxxx LLP, counsel to the Company, addressed to the Administrative Agent and the Lenders and in form and in substance satisfactory reasonably acceptable to the Collateral Administrative Agent:. (if) original counterparts to this AgreementCertified copies of all required consents and approvals from third parties, duly executed by the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (ii) a Supplement to the Security Agreement, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; (v) to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor]including governmental approvals, with respect to the real property owned execution and delivery by the Additional [Borrower][Guarantor]Company of, and (B) the performance by the Company of its obligations under, each Loan Document to which it is a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreement;party. (vig) a supplement to the Intercompany Subordination An Amended and Restated Borrowing Subsidiary Agreement, in substantially the form of Exhibit C, duly executed by each Existing Borrowing Subsidiary. (h) All principal, interest, fees and substance other amounts owing by the Company and any Subsidiary Borrowers under the Existing Credit Agreement shall have been (or shall substantially contemporaneously be) repaid in full. (i) All requisite consents of the “Lenders” under the Existing Credit Agreement to the amendment and restatement of the Existing Credit Agreement shall have been obtained on terms reasonably satisfactory to the Collateral Administrative Agent. (j) The Lenders, the Administrative Agent and the Lead Arrangers shall have received all fees required to be paid by the Company on or before the Effective Date and all reasonable out-of-pocket expenses required to be paid by the Company on or before the Effective Date for which invoices have been presented to the Company reasonably in advance of the Effective Date. (k) The Lenders shall have received (i) reasonably satisfactory audited consolidated financial statements of the Company for the two most recently ended fiscal years as to which such financial statements are available and (ii) reasonably satisfactory unaudited interim consolidated financial statements of the Company for each quarterly period ended subsequent to the date of the latest financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are publicly available as of the Effective Date. (l) The Borrowers shall have duly executed by and delivered to the Additional [Borrower][Guarantor];Administrative Agent Promissory Notes payable to each Lender which has requested a Promissory Note in the amount of its respective Revolving Commitment. (viim) appropriate financing statements on Form UCC-1 duly filed in such office Such other documents as the Administrative Agent or offices as any Lender or its counsel may be necessary orhave reasonably requested. Notwithstanding the foregoing, in the opinion obligations of the Collateral Agent, desirable Lenders to perfect make Loans and the security interests purported Issuers to be created by the Security Agreement Supplement and any Mortgage; (viii) a written opinion issue Letters of counsel to the Loan Parties as to such matters as the Collateral Agent may reasonably request; and (ix) such other agreements, instruments or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary Credit hereunder shall not become bound by all effective unless each of the termsforegoing conditions is satisfied (or waived pursuant to Section 8.2) at or prior to 2:00 p.m., covenants New York City time, on August 30, 2013. The Administrative Agent shall promptly notify the Company and agreements contained in the Loan Documents Lenders of the occurrence of the Effective Date, which notice shall be conclusive and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liensbinding.

Effectiveness. This Agreement shall become effective upon its execution effective, and the commitments under each of the Existing Credit Facilities shall be automatically terminated, on the date that each of the following conditions shall have been satisfied: (a) Receipt by the Collateral Agent and receipt by the Collateral Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the applicable Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each case in form and substance satisfactory to the Collateral AgentAdministrative Agent and its legal counsel: (i) original executed counterparts to of this Agreement, duly executed by sufficient in number for distribution to the Administrative Agent and each Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (ii) a Supplement to the Security Agreement, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly Note executed by the Additional [Borrower][Guarantor], and any instruments each Borrower in favor of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereofeach Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Pledge Amendment to Responsible Officer in connection with this Agreement and the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereofother Loan Documents; (Aiv) certificates, if any, representing 100% of the issued such documents and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form certifications as the Collateral Administrative Agent may reasonably requestrequire to evidence that each Borrower is duly organized or formed, and that such Borrower is validly existing, in good standing and qualified to engage in business, in its jurisdiction of organization; (v) a favorable opinion of Winston & Xxxxxx LLP, counsel to TMCC, addressed to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form Administrative Agent and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreementeach Lender; (vi) a supplement favorable opinion of Xxxxxxxxxxx Xxxxxx & Xxxxxxx LLP, counsel to TCPR, addressed to the Intercompany Subordination Agreement, in form Administrative Agent and substance reasonably satisfactory to the Collateral Agent, duly executed by the Additional [Borrower][Guarantor]each Lender; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in the a favorable opinion of Stikeman Elliott LLP, counsel to TCCI, addressed to the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement Administrative Agent and any Mortgageeach Lender; (viii) favorable opinions of Freshfields Bruckhaus Xxxxxxxx LLP, counsel to TMFNL, TFSUK, TKG and TLG, addressed to the Administrative Agent and each Lender; (ix) a written favorable opinion of King & Wood Mallesons, counsel to TFA, addressed to the Loan Parties Administrative Agent and each Lender; (x) on the Closing Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate of a Responsible Officer of each Borrower, stating that: (A) the representations and warranties contained in Article V hereof are correct on and as to such matters as of the Collateral Agent may reasonably requestClosing Date; and (ixB) no event has occurred and is continuing that constitutes a Default; and (xi) such other agreementsassurances, instruments certificates, documents or consents as the Administrative Agent, the Swing Line Lenders or the applicable Required Lenders reasonably may require. (b) Any fees required to be paid pursuant to the Fee Letters on or before the Closing Date shall have been paid. (c) The Borrowers shall have paid in full all indebtedness, interest, fees and other amounts outstanding under each Existing Credit Facility and each Existing Credit Facility shall have been terminated. Each of the Lenders that is a party to any Existing Credit Facility hereby waives, upon execution of this Agreement, any applicable requirement of prior notice under such credit agreement relating to the termination of commitments thereunder. Without limiting the generality of the provisions of Section 8.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported matter required thereunder to be covered consented to or approved by any or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Security Agreement Supplement or Additional Mortgage or otherwise Lender prior to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liensproposed Closing Date specifying its objection thereto.

Effectiveness. This Agreement shall become effective upon its execution effective, and the commitments under each of the Existing Credit Facilities shall be automatically terminated, on the date that each of the following conditions shall have been satisfied: (a) Receipt by the Collateral Agent and receipt by the Collateral Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the applicable Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each case in form and substance satisfactory to the Collateral AgentAdministrative Agent and its legal counsel: (i) original executed counterparts to of this Agreement, duly executed by sufficient in number for distribution to the Administrative Agent and each Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (ii) a Supplement to the Security Agreement, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly Note executed by the Additional [Borrower][Guarantor], and any instruments each Borrower in favor of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereofeach Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Pledge Amendment to Responsible Officer in connection with this Agreement and the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereofother Loan Documents; (Aiv) certificates, if any, representing 100% of the issued such documents and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form certifications as the Collateral Administrative Agent may reasonably requestrequire to evidence that each Borrower is duly organized or formed, and that such Borrower is validly existing, in good standing and qualified to engage in business, in its jurisdiction of organization; (v) a favorable opinion of Eversheds Xxxxxxxxxx (US) LLP, counsel to TMCC, addressed to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form Administrative Agent and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreementeach Lender; (vi) a supplement favorable opinion of Xxxxxxxxxxx Xxxxxx & Xxxxxxx LLP, counsel to TCPR, addressed to the Intercompany Subordination Agreement, in form Administrative Agent and substance reasonably satisfactory to the Collateral Agent, duly executed by the Additional [Borrower][Guarantor]each Lender; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in the a favorable opinion of Stikeman Elliott LLP, counsel to TCCI, addressed to the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement Administrative Agent and any Mortgageeach Lender; (viii) favorable opinions of Freshfields Bruckhaus Xxxxxxxx LLP, counsel to TMFNL, TFSUK, TKG and TLG, addressed to the Administrative Agent and each Lender; (ix) a written favorable opinion of King & Wood Mallesons, counsel to TFA, addressed to the Loan Parties Administrative Agent and each Lender; (x) on the Closing Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate of a Responsible Officer of each Borrower, stating that: (A) the representations and warranties contained in Article V hereof are correct on and as to such matters as of the Collateral Agent may reasonably requestClosing Date; and (ixB) no event has occurred and is continuing that constitutes a Default; and (xi) such other agreementsassurances, instruments certificates, documents or consents as the Administrative Agent, the Swing Line Lenders or the applicable Required Lenders reasonably may require. (b) Any fees required to be paid pursuant to the Fee Letters on or before the Closing Date shall have been paid. (c) The Borrowers shall have paid in full all indebtedness, interest, fees and other amounts outstanding under each Existing Credit Facility and each Existing Credit Facility shall have been terminated. Each of the Lenders that is a party to any Existing Credit Facility hereby waives, upon execution of this Agreement, any applicable requirement of prior notice under such credit agreement relating to the termination of commitments thereunder. (d) Each Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower. Without limiting the generality of the provisions of Section 8.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported matter required thereunder to be covered consented to or approved by any or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Security Agreement Supplement or Additional Mortgage or otherwise Lender prior to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liensproposed Closing Date specifying its objection thereto.

Effectiveness. This Agreement shall become effective upon its execution by on the Collateral date (the “Effective Date”) on which the following conditions are satisfied: (a) The Administrative Agent and receipt by the Collateral Agent shall have received each of the followingfollowing documents, in each case in form and substance satisfactory to dated the Collateral AgentEffective Date unless otherwise indicated: (i) original counterparts to this Agreement, duly executed by the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereofReserved]; (ii) opinions of (A) Xxxxxx Xxxxxx & Xxxxxxx LLP, special New York counsel for the Company, (B) Xxxxxx Xxx, special Irish counsel for the Company, and (C) Linklaters LLP, special German counsel for Linde GmbH and special Dutch counsel for Linde Finance (in respect of German and Dutch law (as applicable) and the existence, capacity and due representation of Linde GmbH and Linde Finance (as applicable)), each in a Supplement form reasonably acceptable to the Security Agreement, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereofAdministrative Agent; (iii) a Pledge Amendment upon the reasonable request of any Lender made by November 18, 2022 prior to the Security Agreement Effective Date, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Patriot Act; (iv) with respect to which the parent company each Borrower, a certificate on behalf of the Additional [Borrower][Guarantor] is such Borrower signed by an authorized representative of such Borrower (in such person’s capacity as a party, representative and not in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof;a personal capacity) certifying: (A) certificatesthat attached thereto is a true, if any, representing 100% correct and complete copy of the issued and outstanding Equity interests Organizational Documents of such Borrower (other than any by-laws of the Additional [Borrower][Guarantor] required to be pledged pursuant to supervisory boards and/or advisory boards of Linde GmbH), as in effect on the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and Effective Date; (B) all original promissory notes that no proceeding for the dissolution, liquidation or examination (or analogous proceeding) of such Additional [Borrower][Guarantor]Borrower exists; (C) (other than in respect of Linde GmbH) that the copies of the resolutions of such Borrower’s board of directors (or equivalent body or an appropriate committee thereof or of the supervisory board (Aufsichtsrat) or advisory board (Beirat), if anyapplicable) pursuant to which the terms of, other applicable authorizations and the transaction contemplated by this Agreement were approved and which are attached to the certificate are true and correct and in full force and effect and in respect of Linde GmbH, attached thereto is an in-house confirmation from an authorized representative of Linde GmbH that are required to be delivered all corporate actions necessary under the Loan Documents, in Organizational Documents for the entry into the Agreement by Linde GmbH have been taken; and (D) as to the incumbency and signature of each case, accompanied by instruments authorized person who signed this Agreement and the Notes on behalf of assignment and transfer in such form as the Collateral Agent may reasonably request;Xxxxxxxx; and (v) with respect to Linde GmbH, the Linde GmbH Guarantor Supplement. (b) The Administrative Agent shall have received from the Company the closing fees for the ratable accounts of the Lenders in the amounts previously agreed. The Lead Arrangers shall have received from the Company the arrangement fees set forth in the Fee Letters. The Administrative Agent shall have received all expenses due and payable on or prior to the Effective Date, including, to the extent invoiced at least one day prior to the Effective Date, reimbursement or payment of all out-of-pocket expenses required under Section 7.01(bto be reimbursed or paid by the Company hereunder. (c) [Reserved]. (d) The Company shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation to each of Linde GmbH and Linde Finance. (e) The representations and warranties of the Financing Borrowers contained in this Agreement shall be true in all material respects (Aexcept that any such representation or warranty qualified as to materiality or by “Material Adverse Effect” shall be true in all respects) a Mortgageon and as of the Effective Date, except to the extent that any such representations or warranties refer specifically to an earlier date, in form which case they shall be true as of such earlier date. (f) The Signing Date shall have occurred. The Administrative Agent shall promptly notify the Company and substance satisfactory to the Collateral Agent (Lenders of the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor]Effective Date, and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments notice shall be conclusive and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreement; (vi) a supplement to the Intercompany Subordination Agreement, in form and substance reasonably satisfactory to the Collateral Agent, duly executed by the Additional [Borrower][Guarantor]; (vii) appropriate financing statements binding on Form UCC-1 duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement and any Mortgage; (viii) a written opinion of counsel to the Loan Parties as to such matters as the Collateral Agent may reasonably request; and (ix) such other agreements, instruments or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liensparties hereto.

Effectiveness. This (i) The Existing Credit Agreement became effective on the Effective Date and (ii) this Agreement shall become effective upon its execution by on the Collateral date (the “Amendment Effective Date”) on which the Administrative Agent and shall have received the following documents or other items, each dated the Amendment Effective Date unless otherwise indicated: (a) receipt by the Collateral Administrative Agent of counterparts hereof signed by each of the followingparties hereto (or, in each the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form and substance satisfactory to the Collateral Agent: (i) original counterparts to this Agreementit in facsimile transmission, duly executed electronic submission or other writing from such party of execution of a counterpart hereof by the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereofsuch party); (iib) receipt by the Administrative Agent for the account of each Bank that has requested a Supplement to Note of a duly executed Note dated on or before the Security AgreementAmendment Effective Date complying with the provisions of Section 2.05; (c) receipt by the Administrative Agent of an opinion of the General Counsel of the Borrower, substantially in the form of Exhibit C F hereto, provided that an enforceability opinion under New York law, that is reasonably acceptable to the Security Agreement Administrative Agent, shall be furnished by the Borrower’s New York counsel, Norton Xxxx Xxxxxxxxx USFoley & Lardner LLP, subject to customary assumptions, qualifications and limitations; (d) receipt by the “Security Agreement Supplement”Administrative Agent of a certificate signed by any one of the Chief Financial Officer, the Chief Executive Officer, an Assistant Secretary-Treasurer, the Controller or the Vice President, Capital Markets Relations of the Borrower to the effect that the conditions set forth in clauses (c) through (g), duly executed inclusive, of Section 3.03 have been satisfied as of the Amendment Effective Date and, in the case of clauses (c), (e) and (g), setting forth in reasonable detail the calculations required to establish such compliance; (e) receipt by the Additional [Borrower][Guarantor]Administrative Agent, with a copy for each Bank, of a certificate of an officer of the Borrower acceptable to the Administrative Agent stating that all consents, authorizations, notices and filings required or advisable in connection with this Agreement are in full force and effect, and the Administrative Agent shall have received evidence thereof reasonably satisfactory to it; (f) receipt by the Administrative Agent and the Syndication Agent (or their respective assigns) and by each Bank Party of all fees required to be paid in the respective amounts heretofore mutually agreed in writing, and all expenses for which invoices have been presented, on or before the Amendment Effective Date; (g) receipt by the Administrative Agent and the Banks of all documentation and other information requested by the Administrative Agent or such Bank and required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act (Title III of Pub. L. 107-56); and (h) receipt by the Administrative Agent of all documents the Required Banks may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a partymatters relevant hereto, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; (v) to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreement; (vi) a supplement to the Intercompany Subordination Agreement, in form and substance reasonably satisfactory to the Collateral Administrative Agent, duly executed by . The Administrative Agent shall promptly notify the Additional [Borrower][Guarantor]; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in Borrower and the opinion Bank Parties of the Collateral AgentAmendment Effective Date, desirable to perfect the security interests purported to and such notice shall be created by the Security Agreement Supplement conclusive and any Mortgage; (viii) a written opinion of counsel to the Loan Parties as to such matters as the Collateral Agent may reasonably request; and (ix) such other agreements, instruments or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by binding on all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liensparties hereto.

Effectiveness. This Agreement Amendment shall become effective as of the Effective Date upon its execution by the Collateral Agent and (i) receipt by the Collateral Administrative Agent of counterparts hereof, duly executed by each of the followingparties hereto, in each case in form (ii) receipt by the Administrative Agent of counterparts of the Gotham Group Fee Letter and substance satisfactory to the Collateral Agent: (i) original counterparts to this AgreementXxxxx Fargo Fee Letter, duly executed by the Borrowerparties thereto, and receipt by each Guarantor, of the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (ii) a Supplement to the Security Agreement, substantially Committed Purchasers in the form accounts specified therein of Exhibit C to their respective Upfront Fees, (iii) receipt by the Security Agreement (Administrative Agent of counterparts of the “Security Agreement Supplement”)Administrative Agent’s Fee Letter, duly executed by Seller and the Additional [Borrower][Guarantor]Administrative Agent, and any instruments payment of assignment or other the Administrative Agent’s fee described therein, (iv) receipt by the Administrative Agent of a Secretary’s Certificate of the Seller certifying as to attached resolutions authorizing the execution, delivery and performance of the Agreement as amended hereby, attached copies of its Articles of Incorporation and By-laws, as well as the incumbency and specimen signatures of its authorized officers, (v) receipt by BTMU of reliance letters executed by Xxxxx Xxxxx Xxxx LLC and Xxxxxxx Xxxx Xxxxx & Browney LLP with respect to all legal opinions delivered in connection with the Transaction Documents, (vi) receipt by the Administrative Agent of a Secretary’s Certificate of the Servicer certifying as to attached resolutions authorizing the execution, delivery and performance of this Amendment, attached copies of its Articles of Incorporation and By-laws, as well as the incumbency and specimen signatures of its authorized officers, and (vii) payment in full of Administrative Agent’s outstanding reasonable, documented legal fees incurred in connection with this Amendment and the documents required to be delivered to hereunder. Except as expressly amended hereby, the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, shall remain unaltered and in the form of Exhibit A thereto, duly executed by such parent company full force and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; (v) to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreement; (vi) a supplement to the Intercompany Subordination Agreement, in form and substance reasonably satisfactory to the Collateral Agent, duly executed by the Additional [Borrower][Guarantor]; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement and any Mortgage; (viii) a written opinion of counsel to the Loan Parties as to such matters as the Collateral Agent may reasonably request; and (ix) such other agreements, instruments or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Lienseffect.

Effectiveness. This Agreement shall become effective upon its execution by on the Collateral Agent and date that each of the following conditions shall have been satisfied (or waived in accordance with Section 9.05): (a) receipt by the Collateral Agent of counterparts hereof signed by each of the followingparties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Agent in form satisfactory to it of telegraphic, telex, facsimile transmission or other written confirmation from such party of execution of a counterpart hereof by such party); (b) receipt by the Agent of a duly executed Note for the account of each case Bank dated on or before the Effective Date complying with the provisions of Section 2.05; (c) receipt by the Agent of evidence satisfactory to it that no loans are outstanding under the Existing Credit Agreement; (d) receipt by the Agent of an opinion of the General Counsel or any Assistant General Counsel of the Borrower, substantially in the form of Exhibit E hereto; (e) receipt by the Agent of an opinion of Xxxxx Xxxx & Xxxxxxxx, special counsel for the Agent, substantially in the form of Exhibit F hereto; and (f) receipt by the Agent of all documents the Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Collateral Agent: (i) original counterparts to ; provided that this Agreement, duly executed by the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (ii) a Supplement to the Security Agreement, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly executed by the Additional [Borrower][Guarantor], and shall not become effective or be binding on any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; (v) to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreement; (vi) a supplement to the Intercompany Subordination Agreement, in form and substance reasonably satisfactory to the Collateral Agent, duly executed by the Additional [Borrower][Guarantor]; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement and any Mortgage; (viii) a written opinion of counsel to the Loan Parties as to such matters as the Collateral Agent may reasonably request; and (ix) such other agreements, instruments or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by party hereto unless all of the termsforegoing conditions are satisfied not later than July 7, covenants 1995. The Agent shall promptly notify the Borrower and agreements contained the Banks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto. The Banks that are parties to the Existing Credit Agreement, comprising the "Required Banks" as defined therein, and the Borrower agree that the commitments under the Existing Credit Agreement shall terminate in their entirety simultaneously with and subject to the Loan Documents effectiveness of this Agreement and that all property and assets the Borrower shall be obligated to pay on the Effective Date the accrued facility fees thereunder to but excluding the date of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Lienseffectiveness.

Effectiveness. This Agreement shall become effective upon its execution effective, and the commitments under each Existing Credit Facility shall be automatically terminated, on the date that each of the following conditions shall have been satisfied: (a) Receipt by the Collateral Agent and receipt by the Collateral Administrative Agent of the following, each of which shall be originals or facsimiles unless otherwise specified, each properly executed by a Responsible Officer of the applicable Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each case in form and substance satisfactory to the Collateral AgentAdministrative Agent and its legal counsel: (i) original executed counterparts to of this Agreement, duly executed by the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (ii) a Supplement Note executed by each Borrower in favor of each Lender requesting a Note provided such request is received by the relevant Borrower not later than five Business Days prior to the Security Agreement, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereofClosing Date; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Pledge Amendment to Responsible Officer in connection with this Agreement and the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereofother Loan Documents; (Aiv) certificates, if any, representing 100% of the issued such documents and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form certifications as the Collateral Administrative Agent may reasonably requestrequire to evidence that each Borrower is duly organized or formed, and that such Borrower is validly existing, in good standing and qualified to engage in business, in its jurisdiction of organization; (v) a favorable opinion of Eversheds Xxxxxxxxxx (US) LLP, counsel to TMCC, addressed to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form Administrative Agent and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreementeach Lender; (vi) a supplement favorable opinion of Xxxxxxxxxxx Xxxxxx & Xxxxxxx LLP, counsel to TCPR, addressed to the Intercompany Subordination Agreement, in form Administrative Agent and substance reasonably satisfactory to the Collateral Agent, duly executed by the Additional [Borrower][Guarantor]each Lender; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in the a favorable opinion of Stikeman Elliott LLP, counsel to TCCI, addressed to the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement Administrative Agent and any Mortgageeach Lender; (viii) favorable opinions of Freshfields Bruckhaus Xxxxxxxx LLP, counsel to TMFNL, TFSUK and TKG, addressed to the Administrative Agent and each Lender; (ix) a written favorable opinion of King & Wood Mallesons, counsel to TFA, addressed to the Loan Parties Administrative Agent and each Lender; (x) on the Closing Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate of a Responsible Officer of each Borrower, stating that: (A) the representations and warranties contained in Article V hereof are correct on and as to such matters as of the Collateral Agent may reasonably requestClosing Date; and (ixB) no event has occurred and is continuing that constitutes a Default; and (xi) such other agreementsassurances, instruments certificates, documents or consents as the Administrative Agent, the Swing Line Lenders or the applicable Required Lenders reasonably may require. (b) Any fees required to be paid pursuant to the Fee Letters on or before the Closing Date shall have been paid. (c) The Borrowers shall have paid in full all indebtedness, interest, fees and other amounts outstanding under the Existing Credit Facilities and the Existing Credit Facilities shall have been terminated. Each of the Lenders that is a party to any of the Existing Credit Facilities hereby waives, upon execution of this Agreement, any applicable requirement of prior notice under such credit agreement relating to the termination of commitments thereunder. (d) Each Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower. Without limiting the generality of the provisions of Section 8.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported matter required thereunder to be covered consented to or approved by any or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Security Agreement Supplement or Additional Mortgage or otherwise Lender prior to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liensproposed Closing Date specifying its objection thereto.

Effectiveness. This Agreement shall become effective upon its execution by on the Collateral Agent and date that each of the following conditions shall have been satisfied or waived in accordance with Section 9.05: (a) receipt by the Collateral Agent of counterparts hereof and each other Loan Document signed by each of the following, in parties hereto and thereto; (b) receipt by the Agent for the account of each case in form and substance satisfactory Bank that has requested a Note pursuant to Section 2.04 of a duly executed Note dated on or before the Collateral Agent:Effective Date complying with the provisions of Section 2.04; (c) receipt by the Agent of (i) original counterparts to this Agreementcopies of the results of current Lien searches, duly executed by the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (ii) a Supplement to the Security Agreement, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required such results to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; (v) to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreement; (vi) a supplement to the Intercompany Subordination Agreement, in form and substance reasonably satisfactory to the Collateral Agent; and (ii) counterparts of each of the Security Documents and each of the other Loan Documents signed by each of the parties thereto, duly executed together with all other documents required by the Additional [Borrower][Guarantor]Agent and the payment of all necessary fees (including filing fees); (viid) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in receipt by the opinion Bank of the Collateral Agentlegal opinions of Stradley, desirable Ronon, Xxxxxxx & Xxxxx LLP, counsel for the Borrower, covering such matters relating to perfect the security interests purported transactions contemplated hereby as the Agent may reasonably request and satisfactory to be created by the Security Agreement Supplement and any MortgageAgent in all respects; (viiie) receipt by the Agent of a written opinion certificate manually signed by an officer of counsel the Borrower to the Loan Parties effect set forth in clauses (b) (if the Borrower is submitting a Borrowing Notice on the Effective Date), (c) (provided if the Borrower is not submitting a Borrowing Notice on the Effective Date, references to borrowings shall not be required) and (d) of Section 3.02, such certificate to be dated the Effective Date and to be in form and substance satisfactory to the Agent; (f) receipt by the Agent of a manually signed certificate from the Secretary or Assistant Secretary of the Borrower in form and substance reasonably satisfactory to the Agent and dated the Effective Date as to such matters the incumbency of, and bearing manual specimen signatures of, the Authorized Signatories who are authorized to execute and take actions under the Loan Documents for and on behalf of the Borrower, and certifying and attaching copies of (i) Charter Documents, with all amendments thereto, (ii) the resolutions of the Borrower’s Board of Directors authorizing the transactions contemplated hereby, (iii) the current Prospectus as then in effect, (iv) the Collateral investment advisory agreement between the Borrower and the Investment Manager as then in effect, (v) the Custody Agreement then in effect; and (vi) the Borrower’s Annual Report to Shareholders for the fiscal year ended February 28, 2015; (g) receipt by the Agent of a manually signed certificate from the principal financial officer, treasurer or controller of the Borrower in form and substance reasonably satisfactory to the Bank and dated the Effective Date (i) certifying and attaching copies of the Borrower’s statement of assets and liabilities referred to in Section 4.08(a), and (ii) certifying as to the Adjusted Net Assets, in each case as of the close of business on the Business Day immediately preceding the Effective Date; (h) receipt by the Agent of a legal existence and good standing certificate for the Borrower from the Secretary of State of the State of Delaware, dated as of a recent date; (i) receipt by the Agent of a copy of the certificate of trust for the Borrower from the Secretary of State of the State of Delaware, dated as of a recent date; (j) there has been no material adverse change in the business, assets or financial condition of the Borrower since February 28, 2015. (k) receipt by the Agent of all documents, opinions and instruments it may reasonably requestrequest prior to the execution of this Agreement relating to compliance with applicable rules and regulations promulgated by the Federal Reserve Board and other governmental and regulatory authorities, the existence of the Borrower, the authority for and the validity and enforceability of this Agreement and the other Loan Documents, and any other matters relevant hereto, all in form and substance satisfactory to the Agent; and (ixl) such other agreements, instruments or other documents reasonably requested receipt by the Agents in order to create, perfect, establish Agent of payment of the first priority fees contemplated by Section 2.08 and all other reasonable fees and expenses (subject to Permitted Liensincluding reasonable fees and disbursements of special counsel for the Agent) of then payable hereunder; provided that this Agreement shall not become effective or otherwise protect be binding on any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by party hereto unless all of the termsforegoing conditions are satisfied not later than December 10, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liens2015.

Effectiveness. This The amendment and restatement of the Existing Credit Agreement (and the obligations of the Lenders to continue the Existing Loans as Loans under this Agreement) shall become effective upon its execution by when the Collateral Company has furnished to the Administrative Agent and receipt by the Collateral Agent each of the following, with sufficient copies for the Lenders, and the other conditions set forth below have been satisfied: (a) Copies of the Certificate of Incorporation or equivalent document of each of the Loan Parties, together with all amendments thereto, and, to the extent applicable, a certificate of good standing, in each case certified by the appropriate governmental officer in form and substance satisfactory to the Collateral Agent:its jurisdiction of incorporation. (ib) original counterparts to this AgreementCopies, duly certified by the Secretary or Assistant Secretary of each of the Loan Parties of their respective Board of Directors' resolutions authorizing the execution of the Loan Documents. (c) An incumbency certificate, executed by the BorrowerSecretary or Assistant Secretary of each of the Loan Parties, each Guarantorwhich shall identify by name and title and bear the signature of the officers of the applicable Loan Party authorized to sign the Loan Documents and to make borrowings hereunder, upon which certificate the Additional [Borrower][Guarantor] and Lenders shall be entitled to rely until informed of any change in writing by the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof;applicable Loan Party. (iid) a Supplement to the Security Agreement, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; (v) to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgagecertificate, in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”)Administrative Agent, duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) chief financial officer of the Financing Agreement;Company, stating that on the Amendment Effective Date, all the representations and warranties of the Loan Parties in the Loan Documents are true and correct (unless such representation and warranty is made as of a specific date, in which case, such representation and warranty shall be true as of such date) and no Default or Unmatured Default has occurred and is continuing. (vie) a supplement to A reaffirmation of the Intercompany Subordination AgreementGuaranty, in form and substance reasonably satisfactory to the Collateral Administrative Agent, duly dated as of the Amendment Effective Date, executed by the Additional [Borrower][Guarantor];Secretary or Assistant Secretary of each Subsidiary Borrower that is a Domestic Subsidiary and each other Domestic Subsidiary of the Company as required pursuant to Section 7.2(k). (viif) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary orWritten opinions of the Loan Parties' United States counsel, and, if applicable, foreign counsel, addressed to the Administrative Agent and the Lenders, in form and substance satisfactory to the opinion Administrative Agent. (g) Such other documents as the Administrative Agent or its counsel or the Required Lenders may have reasonably requested. (h) There shall not have occurred a material adverse change since December 31, 2001 in the business, assets, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of the Collateral Company and its Subsidiaries taken as a whole. (i) The Administrative Agent, desirable to perfect Lenders and/or their Affiliates shall have received all fees and expenses, including the security interests purported reasonable fees and expenses of Mayer, Brown, Rowe & Maw, required to be created by paid on xx before the Security Agreement Supplement and any Mortgage; (viii) a written opinion of counsel to the Loan Parties as to such matters as the Collateral Agent may reasonably request; and (ix) such other agreements, instruments or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted LiensAmendment Effective Date.

Effectiveness. This Agreement shall become effective upon its execution by on the Collateral date (the "Effective Date") on which the Agent and shall have received the following documents or other items, each dated the Effective Date unless otherwise indicated: (a) receipt by the Collateral Agent of counterparts hereof signed by each of the followingparties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Agent in form satisfactory to it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party); (b) receipt by the Agent for the account of each case Bank of a duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.05; (c) receipt by the Agent of an opinion of Xxxx Xxx List, Esq., General Counsel of the Borrower, substantially in the form of Exhibit F hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request, such opinion to be in form and substance satisfactory to the Collateral Agent: (i) original counterparts to this Agreement, duly executed by the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (iid) a Supplement to receipt by the Security AgreementAgent of an opinion of Milbank, Tweed, Xxxxxx & XxXxxx, special counsel for the Borrower, substantially in the form of Exhibit C G hereto and covering such additional matters relating to the Security Agreement (the “Security Agreement Supplement”), duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form transactions contemplated hereby as the Collateral Agent Required Banks may reasonably request; (v) , such opinion to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, be in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing AgreementAgent; (vie) a supplement receipt by the Agent of an opinion of Xxxxx Xxxx & Xxxxxxxx, special counsel for the Agent, substantially in the form of Exhibit H hereto and covering such additional matters relating to the Intercompany Subordination Agreementtransactions contemplated hereby as the Required Banks may reasonably request, such opinion to be in form and substance satisfactory to the Agent; (f) receipt by the Agent of a certificate signed by the Chief Financial Officer or the Governor and an Assistant Secretary-Treasurer or the Controller of the Borrower to the effect set forth in clauses (c) through (g), inclusive, of Section 3.02 and, in the case of clauses (c), (e) and (g), setting forth in reasonable detail the calculations required to establish such compliance; (g) receipt by the Agent, with a copy for each Bank, of a certificate of an officer of the Borrower acceptable to the Agent stating that all consents, authorizations, notices and filings required or advisable in connection with this Agreement are in full force and effect, and the Agent shall have received evidence thereof reasonably satisfactory to the Collateral Agent, duly executed by the Additional [Borrower][Guarantor]it; (viih) appropriate financing statements on Form UCC-1 duly filed in such office or offices evidence satisfactory to the Required Banks that the Commitments, as may be necessary or, defined in the opinion Prior Credit Agreement, have been terminated (except that Sections 2.13, 7.05, 7.06, 8.03 and 9.03 (and Section 2.12 and Article 9 insofar as such Section or Article relates to such Sections 2.13, 7.05, 7.06, 8.03 and 9.03, as applicable)) of the Collateral Agent, desirable to perfect Prior Credit Agreement shall survive the security interests purported to be created by termination of such Commitments and shall remain in full force and effect) and all amounts owed under the Security Prior Credit Agreement Supplement and any Mortgage; (viii) a written opinion of counsel to the Loan Parties as to such matters as the Collateral Agent may reasonably requesthave been paid in full; and (ixi) such other agreements, instruments or other documents reasonably requested receipt by the Agents in order Agent of all documents the Required Banks may reasonably request relating to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all existence of the termsBorrower, covenants the corporate authority for and agreements contained the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Loan Documents Agent. The Agent shall promptly notify the Borrower and that the Banks of the Effective Date, and such notice shall be conclusive and binding on all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liensparties hereto.

Effectiveness. This Agreement shall become effective upon its execution by the Collateral Agent and receipt by the Collateral Agent The occurrence of the followingEffective Date is subject to the satisfaction (or waiver) of only the following conditions precedent: (a) the Administrative Agent (or its counsel) shall have received from (I) all Lenders hereunder as of the Effective Date, in (II) the Administrative Agent, (III) each case in form Issuing Lender and substance (IV) the Borrower either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Collateral Agent: Administrative Agent (i) original counterparts to which may include telecopy or electronic transmission of a signed signature page of this Agreement, duly executed by the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (ii) that such party has signed a Supplement to the Security Agreement, substantially in the form counterpart of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; (v) to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing this Agreement; (vib) a supplement the Borrower shall have paid all fees, costs and expenses due and payable to the Intercompany Subordination AgreementAdministrative Agent, for itself and on behalf of the Lenders, or its counsel on the Effective Date and (in form and substance reasonably satisfactory the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Collateral Agent, duly executed by the Additional [Borrower][Guarantor]Effective Date; (viic) appropriate financing statements on Form UCC-1 duly filed in at least three (3) days prior to the Effective Date, the Borrower shall have provided the documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created information was reasonably requested by the Security Agreement Supplement and any Mortgage; Arrangers or a Lender in writing at least ten (viii10) a written opinion of counsel Business Days prior to the Loan Parties as to such matters as the Collateral Agent may reasonably requestEffective Date; and (ixd) such other agreementsthe Borrower shall have received a Public Debt Rating of BBB- or better from S&P and a Public Debt Rating of BBB- or better from Fitch. The occurrence of the Effective Date shall be confirmed by a written notice from the Administrative Agent to the Borrower on the Effective Date, instruments and shall be conclusive evidence of the occurrence thereof. Without limiting the generality of the provisions of Section 8.02, for purposes of determining compliance with the conditions specified in this ‎Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported matter required thereunder to be covered consented to or approved by any or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Security Agreement Supplement or Additional Mortgage or otherwise Lender prior to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liensproposed Effective Date specifying its objection thereto.

Effectiveness. This Agreement Amendment shall become effective upon its execution by on the Collateral Agent date (such date and receipt by time of effectiveness, the Collateral Agent “Amendment No. 1 Effective Date”) that each of the following, in each case in form and substance satisfactory to the Collateral Agentconditions precedent set forth below shall have been satisfied: (ia) original The Administrative Agent shall have received executed counterparts to this Agreementhereof from each of the Loan Parties, duly executed by Lenders constituting the Borrower, each Guarantor, the Additional [Borrower][Guarantor] Required Lenders and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereofTerm B-1 Lender; (iib) a Supplement The Administrative Agent shall have received written opinions (addressed to the Security AgreementAdministrative Agent and the Lenders and dated the Amendment No. 1 Effective Date) of Xxxx, substantially in Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, New York counsel for the form of Exhibit C Loan Parties, and regulatory counsel for the Loan Parties reasonably acceptable to the Security Agreement (the “Security Agreement Supplement”)Administrative Agent, duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required as to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form matters as the Collateral Administrative Agent may reasonably request; (v) to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form request and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreement; (vi) a supplement to the Intercompany Subordination Agreement, in form and substance reasonably satisfactory to the Collateral Administrative Agent, duly executed by . Each of Holdings and the Additional [Borrower][Guarantor]Borrower hereby requests such counsels to deliver such opinions; (viic) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in The Administrative Agent shall have received a Borrowing Request requesting the opinion borrowing of the Collateral Agent, desirable to perfect Term B-1 Loans and a notice of prepayment of the security interests purported to be created by the Security Agreement Supplement and any MortgageNon- Converted New Term Loans (as defined in Exhibit A); (viiid) The Administrative Agent shall have received a certificate from the chief financial officer or chief operating officer of the Borrower (x) in the form of Exhibit Q to the Credit Agreement certifying as to the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the transactions to be consummated on the Amendment No. 1 Effective Date and (y) as to the satisfaction of the conditions set forth in Section 4.02 of the Credit Agreement; (e) The Administrative Agent shall have received copies of lien searches in such jurisdictions as the Lead Arranger may reasonably request (it being understood that lien searches in the jurisdiction of organization or formation of each Loan Party shall be sufficient); (f) The Administrative Agent shall have received a certificate of each Loan Party, dated the Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement with appropriate insertions, executed by any Responsible Officer of such Loan Party, and including or attaching the documents referred to in paragraph (g) of this Section; (g) The Administrative Agent shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority, or a certification from such Loan Party that its Organizational Documents in the form delivered to the Administrative Agent on the Restatement Effective Date or the Escrow Assumption Date, as applicable, have not been amended or modified since the date of such delivery and are in full force and effect, (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party, (iii) resolutions of the board of directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, certified as of the Amendment No. 1 Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a written opinion of counsel good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Parties as to such matters as the Collateral Agent may reasonably requestParty’s jurisdiction of incorporation, organization or formation; and (ixh) The Borrower shall have paid, or concurrently herewith shall pay to JPMorgan Chase Bank, N.A. such other agreementsfees as have separately been agreed by JPMorgan Chase Bank, instruments or other documents reasonably requested by N.A. and the Agents in order Borrower and, to createthe extent invoiced, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all reasonable and documented out-of- pocket expenses of the termsAdministrative Agent and the Lead Arranger in connection with this Amendment (including the reasonable fees and expenses of Xxxxxx Xxxxxx & Xxxxxxx LLP, covenants counsel to the Lead Arranger and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted LiensAdministrative Agent).

Effectiveness. This Agreement shall become effective upon its execution by the Collateral Agent and receipt by the Collateral Agent The occurrence of the followingEffective Date is subject to the satisfaction (or waiver) of only the following conditions precedent: (a) the Administrative Agent (or its counsel) shall have received from (I) all Lenders hereunder as of the Effective Date, in (II) the Administrative Agent, (III) each case in form Issuing Lender and substance (IV) the Borrower either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Collateral Agent: Administrative Agent (i) original counterparts to which may include telecopy or electronic transmission of a signed signature page of this Agreement, duly executed by the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (ii) that such party has signed a Supplement to the Security Agreement, substantially in the form counterpart of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; (v) to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing this Agreement; (vib) a supplement the Borrower shall have paid all fees, costs and expenses due and payable to the Intercompany Subordination AgreementAdministrative Agent, for itself and on behalf of the Lenders, or its counsel on the Effective Date and (in form and substance reasonably satisfactory the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Collateral Agent, duly executed by the Additional [Borrower][Guarantor]Effective Date; (viic) appropriate financing statements on Form UCC-1 duly filed in at least three (3) days prior to the Effective Date, the Borrower shall have provided the documentation and other information about the Borrower to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created information was reasonably requested by the Security Agreement Supplement and any Mortgage; Arrangers or a Lender in writing at least ten (viii10) a written opinion of counsel Business Days prior to the Loan Parties as to such matters as the Collateral Agent may reasonably requestEffective Date; and (ixd) such other agreementsthe Borrower shall have received a Public Debt Rating of BBB- or better from S&P or a Public Debt Rating of Baa3 or better from Mxxxx’x. The occurrence of the Effective Date shall be confirmed by a written notice from the Administrative Agent to the Borrower on the Effective Date, instruments and shall be conclusive evidence of the occurrence thereof. Without limiting the generality of the provisions of Section 8.02, for purposes of determining compliance with the conditions specified in this ‎Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported matter required thereunder to be covered consented to or approved by any or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Security Agreement Supplement or Additional Mortgage or otherwise Lender prior to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liensproposed Effective Date specifying its objection thereto.

Effectiveness. This Agreement shall will become effective upon its execution by the Collateral Agent and satisfaction of each of the following conditions: (a) receipt by the Collateral Administrative Agent of the followingcounterparts (or telegraphic, in each case in form and substance telex, facsimile or other written confirmation satisfactory to the Collateral Agent:Administrative Agent from such party of execution of a counterpart hereof by such party) of this Agreement signed by each of the parties hereto; (ib) original receipt by the Administrative Agent of all fees and expenses payable by the Borrower in connection with this Agreement; (c) receipt by the Administrative Agent of evidence satisfactory to it of the concurrent consummation of the other Related Transactions; (d) receipt by the Administrative Agent of counterparts of the documents listed as items 2, 4, 8 and 10 on Schedule I and the Amendment to this Subordination Agreement, duly executed by each of the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereofparties thereto; (iie) a Supplement receipt by the Administrative Agent of one or more opinions of counsel to the Security AgreementBorrower satisfactory to the Administrative Agent and its counsel covering the matters addressed in Exhibit B hereto and such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request (by its execution and delivery of the Loan Documents to which it is a party, the Borrower authorizes and directs its counsel to deliver said opinions); (f) receipt by the Administrative Agent of an opinion of Xxxxx Xxxx & Xxxxxxxx, special counsel for the Agents, substantially in the form of Exhibit C hereto and covering such additional matters relating to the Security Agreement (the “Security Agreement Supplement”), duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form transactions contemplated hereby as the Collateral Agent Required Banks may reasonably request; (vg) receipt by the Administrative Agent of an Officer's Certificate to the extent required under Section 7.01(beffect set forth in clauses (d) and (e) of Section 3.01; (h) receipt by the Financing Agreement Administrative Agent of an endorsement to the lenders title insurance policy delivered in connection with the Original Credit Agreement, confirming that the lien of the mortgage identified as item 7 on Schedule I, as modified by the instrument identified as item 8 on Schedule I, continuing to be valid subject to no liens other than those set forth in such policy; and (Ai) a Mortgagereceipt by the Administrative Agent of all documents it may reasonably request relating to the existence of the Borrower, the authority for and the validity of the Transaction Documents, and any other matters relevant hereto, all in form and substance satisfactory to the Collateral Administrative Agent. The Administrative Agent (shall promptly notify each of the “Additional Mortgage”), duly executed by parties hereto of the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor]Effective Date, and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments notice shall be conclusive and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreement; (vi) a supplement to the Intercompany Subordination Agreement, in form and substance reasonably satisfactory to the Collateral Agent, duly executed by the Additional [Borrower][Guarantor]; (vii) appropriate financing statements binding on Form UCC-1 duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement and any Mortgage; (viii) a written opinion of counsel to the Loan Parties as to such matters as the Collateral Agent may reasonably request; and (ix) such other agreements, instruments or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liensparties hereto.

Effectiveness. This Agreement shall become effective upon its execution effective, and the commitments under each of the Existing Credit Facilities shall be automatically terminated, on the date that each of the following conditions shall have been satisfied: (a) Receipt by the Collateral Agent and receipt by the Collateral Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the applicable Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each case in form and substance satisfactory to the Collateral AgentAdministrative Agent and its legal counsel: (i) original executed counterparts to of this Agreement, duly executed by sufficient in number for distribution to the Administrative Agent and each Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (ii) a Supplement to the Security Agreement, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly Note executed by the Additional [Borrower][Guarantor], and any instruments each Borrower in favor of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereofeach Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Pledge Amendment to Responsible Officer in connection with this Agreement and the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereofother Loan Documents; (Aiv) certificates, if any, representing 100% of the issued such documents and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form certifications as the Collateral Administrative Agent may reasonably requestrequire to evidence that each Borrower is duly organized or formed, and that such Borrower is validly existing, in good standing and qualified to engage in business, in its jurisdiction of organization; (v) a favorable opinion of Xxxx Xxxxx LLP, counsel to TMCC, addressed to the extent required under Section 7.01(b) of the Financing Agreement (A) a MortgageAdministrative Agent and each Lender, in form and substance satisfactory as to the Collateral Agent (matters and in the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreementform set forth in Exhibit H; (vi) a supplement favorable opinion of Xxxxxxxxxxx Xxxxxx & Xxxxxxx LLP, counsel to TCPR, addressed to the Intercompany Subordination AgreementAdministrative Agent and each Lender, in form and substance reasonably satisfactory as to the Collateral Agent, duly executed by matters and in the Additional [Borrower][Guarantor]form set forth in Exhibit I-1; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices a favorable opinion of Stikeman Elliott LLP, counsel to TCCI, addressed to the Administrative Agent and each Lender, as may be necessary or, to the matters and in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement and any Mortgageform set forth in Exhibit I-2; (viii) a written opinion favorable opinions of Freshfields Bruckhaus Xxxxxxxx LLP, counsel to TMFNL, TFSUK, TKG and TLG, addressed to the Loan Parties Administrative Agent and each Lender, as to such the matters and in the forms set forth in Exhibit I-3, Exhibit I-4 and Exhibit I-5; (ix) on the Closing Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate of a Responsible Officer of each Borrower, stating that: (A) the representations and warranties contained in Article V hereof are correct on and as of the Collateral Agent may reasonably requestClosing Date; and (ixB) no event has occurred and is continuing that constitutes a Default; and (x) such other agreementsassurances, instruments certificates, documents or consents as the Administrative Agent, the Swing Line Lenders or the applicable Required Lenders reasonably may require. (b) Any fees required to be paid pursuant to the Fee Letters on or before the Closing Date shall have been paid. (c) The Borrowers shall have paid in full all indebtedness, interest, fees and other amounts outstanding under each Existing Credit Facility and each Existing Credit Facility shall have been terminated. Each of the Lenders that is a party to any Existing Credit Facility hereby waives, upon execution of this Agreement, any applicable requirement of prior notice under such credit agreement relating to the termination of commitments thereunder. Without limiting the generality of the provisions of Section 8.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported matter required thereunder to be covered consented to or approved by any or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Security Agreement Supplement or Additional Mortgage or otherwise Lender prior to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liensproposed Closing Date specifying its objection thereto.

Effectiveness. This (i) The Existing Credit Agreement became effective on the Effective Date and this Agreement shall become effective upon its execution by on the Collateral date (the “Amendment Effective Date”) on which the Administrative Agent and shall have received the following documents or other items, each dated the Amendment Effective Date unless otherwise indicated: (a) receipt by the Collateral Administrative Agent of counterparts hereof signed by each of the followingparties hereto (or, in each the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form and substance satisfactory to the Collateral Agent: (i) original counterparts to this Agreementit in facsimile transmission, duly executed electronic submission or other writing from such party of execution of a counterpart hereof by the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereofsuch party); (iib) receipt by the Administrative Agent for the account of each Bank that has requested a Supplement to Note of a duly executed Note dated on or before the Security AgreementAmendment Effective Date complying with the provisions of Section 2.05; (c) receipt by the Administrative Agent of an opinion of the General Counsel of the Borrower, substantially in the form of Exhibit C F hereto, provided that an enforceability opinion under New York law, that is reasonably acceptable to the Security Agreement Administrative Agent, shall be furnished by the Borrower’s New York counsel, Norton Xxxx Xxxxxxxxx US LLP, subject to customary assumptions, qualifications and limitations; (d) receipt by the “Security Agreement Supplement”Administrative Agent of a certificate signed by any one of the Chief Financial Officer, the Chief Executive Officer, the Chief Operating Officer, an Assistant Secretary-Treasurer, the Controller or the Vice President, Capital Markets Relations of the Borrower to the effect that the conditions set forth in clauses (c) through (g), duly executed inclusive, of Section 3.03 have been satisfied as of the Amendment Effective Date and, in the case of clauses (c), (e) and (g), setting forth in reasonable detail the calculations required to establish such compliance; (e) receipt by the Additional [Borrower][Guarantor]Administrative Agent, with a copy for each Bank, of a certificate of an officer of the Borrower acceptable to the Administrative Agent stating that all consents, authorizations, notices and filings required or advisable in connection with this Agreement are in full force and effect, and the Administrative Agent shall have received evidence thereof reasonably satisfactory to it; (f) receipt by the Administrative Agent and the Syndication Agent (or their respective assigns) and by each Bank Party of all fees required to be paid in the respective amounts heretofore mutually agreed in writing, and all expenses for which invoices have been presented, on or before the Amendment Effective Date; (g) receipt by the Administrative Agent and the Banks of all documentation and other information requested by the Administrative Agent or such Bank and required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act (Title III of Pub. L. 107-56; and (h) receipt by the Administrative Agent of all documents the Required Banks may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a partymatters relevant hereto, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; (v) to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreement; (vi) a supplement to the Intercompany Subordination Agreement, in form and substance reasonably satisfactory to the Collateral Administrative Agent, duly executed by . The Administrative Agent shall promptly notify the Additional [Borrower][Guarantor]; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in Borrower and the opinion Bank Parties of the Collateral AgentAmendment Effective Date, desirable to perfect the security interests purported to and such notice shall be created by the Security Agreement Supplement conclusive and any Mortgage; (viii) a written opinion of counsel to the Loan Parties as to such matters as the Collateral Agent may reasonably request; and (ix) such other agreements, instruments or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by binding on all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liensparties hereto.

Effectiveness. This Agreement Amendment shall become effective upon on the date ------------- on which the following conditions precedent shall have been satisfied (such date, the "Effective Date"): -------------- (a) Holdings shall have received Net Cash Proceeds in an aggregate amount of at least $150,000,000 from the primary issuance of its execution by common stock and the Collateral Agent and receipt by the Collateral Agent issuance of not more than $133,000,000 of the followingConvertible Subordinated Notes, in each case in form and substance satisfactory any such proceeds which are required to the Collateral Agent:be contributed to Details to fund any of such payments shall be so contributed as common equity; (ib) original the Administrative Agent shall have received counterparts to of this AgreementAmendment, duly executed and delivered by the Borrower, each GuarantorCompany, the Additional [Borrower][Guarantor] Borrowers and the Collateral AgentRequired Prepayment Lenders; the execution and delivery of this Amendment by any Lender shall be binding upon each of its successors and assigns (including assignees of its Commitments and Loans in whole or in part prior to effectiveness hereof) and binding in respect of all of its Commitments and Loans, together with including any acquired subsequent to its execution and delivery hereof and prior to the Schedules referred to in Section 2(b) effectiveness hereof; (iic) the Administrative Agent shall have received from each of the Borrowers a Supplement to copy of the Security Agreementresolutions of such Borrower, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly executed certified by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes Secretary of such Additional [Borrower][Guarantor]Borrower, if anyauthorizing the execution, that are required to delivery and performance of this Fourth Amendment, which shall be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; (v) to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreement; (vi) a supplement to the Intercompany Subordination Agreement, in form and substance reasonably satisfactory to the Collateral AgentAdministrative Agent and shall state that the resolutions thereby certified have not been amended, duly executed by the Additional [Borrower][Guarantor]modified, revoked or rescinded; (viid) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in the opinion Administrative Agent shall have received a certificate of each of the Collateral Borrowers, dated as of the date hereof, as to the incumbency and signature of the officers of such Borrower executing this Second Amendment, which shall be in form and substance reasonably satisfactory to the Administrative Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement and any Mortgage; (viiie) a written opinion of counsel the Administrative Agent shall have received such other documents, instruments and agreements with respect to the Loan Parties as to such matters contemplated by this Amendment as the Collateral Administrative Agent may reasonably shall request, and all such documents, instruments and agreements shall be in form and substance reasonably satisfactory to the Administrative Agent; and (ixf) such other agreements, instruments or other documents reasonably requested by the Agents fees referred to in order to create, perfect, establish the first priority (subject to Permitted Liens) paragraph 11 of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary this Amendment shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Lienshave been paid.

Effectiveness. This Agreement The effectiveness of the Commitments of the Lenders to make any Credit Extensions hereunder shall become effective upon its execution by be subject to the Collateral following conditions precedent: (a) the Administrative Agent and receipt by the Collateral Agent of shall have received the following, in each case in form and substance satisfactory to dated the Collateral Agent: Closing Date (i) original counterparts to this Agreement, duly executed by the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (ii) a Supplement to the Security Agreement, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a partyor, in the form case of Exhibit A theretocertificates of governmental officials, duly executed by such parent company and providing for all Equity Interests of a recent date before the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (AClosing Date) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; (v) to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreement; (vi) a supplement to the Intercompany Subordination Agreement, in form and substance reasonably satisfactory to the Collateral Administrative Agent, : (i) executed counterparts of this Agreement; (ii) a Note duly executed by each Borrower in favor of each Lender that shall have requested a Note at least two Business Days prior to the Additional [Borrower][Guarantor]Closing Date; (iii) copies of each Loan Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary, Assistant Secretary or other Responsible Officer; (iv) copies of resolutions of each Loan Party’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with incumbency certificates and specimen signatures of the persons authorized to execute such documents on each Borrower’s behalf, all certified in each instance by its Secretary, Assistant Secretary or other Responsible Officer; (v) copies of certificates of good standing, or the nearest equivalent in the relevant jurisdiction, for each Loan Party (dated no earlier than 45 days prior to the date hereof) from the office of the secretary of state or other appropriate governmental department or agency of the jurisdiction of its incorporation or organization and of each U.S. state in which it is qualified to do business as a foreign corporation or organization; (vi) a certificate signed by a Responsible Officer of the Company certifying that the conditions specified in Sections 3.02(a) and (b) are satisfied on the Closing Date; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in the opinion a list of the Collateral AgentAuthorized Representatives of each Borrower, desirable to perfect the security interests purported to be created certified by the Security Agreement Supplement and any Mortgagea Responsible Officer; (viii) a favorable written opinion opinion(s) of counsel to each Loan Party in form and substance reasonably satisfactory to the Loan Parties as Administrative Agent; (b) the Administrative Agent shall have received evidence that the Borrowers shall have paid the fees contemplated by the Fee Letters and the expenses then required to such matters as be paid or reimbursed by the Collateral Agent may reasonably requestCompany hereunder to the extent invoiced at least three Business Days prior to the Closing Date; and (ixc) such other agreements, instruments or other documents reasonably to the extent requested by it in writing to the Agents Company not less than ten (10) Business Days prior to the Closing Date, each Lender shall have received at least two (2) days prior to the Closing Date (i) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), including the information described in order Section 9.19, and (ii) to createthe extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, perfect, establish the first priority (subject a Beneficial Ownership Certification in relation to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted LiensBorrower.

Effectiveness. This Agreement shall become effective upon its execution by The obligation of the Collateral Lenders to make any Loans to or for the account of the Borrower in accordance with the terms hereof is subject to the condition precedent that the Borrower deliver to the Agent and receipt by the Collateral Agent each of the following, in each case of which shall be in form and substance satisfactory to the Collateral Agent: (ia) original counterparts to of this Agreement, duly Agreement executed by each of the parties hereto; (b) Notes executed by the Borrower, payable to the order of each GuarantorLender in accordance with Section 2.7.; (c) the Guaranty executed by the Parent and any other Person that would be required under Section 7.3.(a) to become a party to the Guaranty as of the Effective Date; (d) an opinion of Xxxxx & Xxxxxxx, counsel to the Borrower, the Additional [Borrower][Guarantor] Parent and the Collateral other Guarantors, and addressed to the Agent and the Lenders in substantially the form of Exhibit O-1; (e) an opinion of Xxxxxx & Bird LLP, counsel to the Agent, and addressed to the Agent and the Lenders in substantially the form of Exhibit O-2; (f) a certificate in the form of an Unencumbered Pool Certificate (as defined in the Existing Credit Agreement) addressed to the Agent and the Lenders prepared as of the Effective Date and giving pro forma effect to the Acquisition, including the incurrence by the Borrower, any Subsidiary and any Unconsolidated Affiliate of any Indebtedness incurred in connection therewith; (g) a copy of the Purchase Agreement and any other material Purchase Documents executed in connection therewith requested by the Agent, together with all amendments and supplements thereto, certified by a officer of the Schedules referred Borrower to be true, correct and complete copies and in Section 2(b) hereoffull force and effect; (iih) a Supplement certificate of the chief executive officer, chief financial officer or other senior officer of the Borrower certifying that the Acquisition shall have been consummated in accordance with the terms of the Purchase Agreement, and that no provision of the Purchase Agreement shall have been waived, amended, supplemented or otherwise modified in an manner that could reasonably be expected to be materially adverse to the Security Agreement, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereofLenders; (iiii) a Pledge Amendment Compliance Certificate calculated as of the Agreement Date (giving pro forma effect to the Security Acquisition, the financing evidenced by this Agreement and the use of the proceeds of the Loans to be funded on the Effective Date), together with the Borrower’s reasonably detailed calculations showing that immediately following the making of the Loans, the condition described in Section 2.8.(e)(i) of the Existing Credit Agreement would not exist; (j) the certificate of limited partnership of the Borrower certified as of a recent date by the Secretary of State of the State of Delaware; (k) a Certificate of Good Standing issued as of a recent date by the Secretary of State of the State of Delaware; (l) a certificate of incumbency signed by the Secretary or Assistant Secretary of the general partner of the Borrower with respect to each of the officers of the general partner of the Borrower authorized to execute and deliver the Loan Documents to which the parent company of the Additional [Borrower][Guarantor] Borrower is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (Am) certificates, if any, representing 100% certified copies (certified by the Secretary or Assistant Secretary of the issued and outstanding Equity interests general partner of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary Borrower) of the Additional [Borrower][Guarantor] partnership agreement of the Borrower and of all necessary action taken by the Borrower (Band any of the partners of the Borrower) all original promissory notes to authorize the execution, delivery and performance of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably requestDocuments to which it is a party; (vn) to the extent required under Section 7.01(barticles of incorporation, articles of organization, certificate of limited partnership or other comparable organizational instrument (if any) of each Guarantor certified as of a recent date by the Financing Agreement respective Secretary of State of the State of formation of such Person; (Ao) a Mortgage, in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], Certificate of Good Standing or certificate of similar meaning with respect to the real property owned each Guarantor issued as of a recent date by the Additional [Borrower][Guarantor]respective Secretary of State of the State of formation of each such Person, and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent case may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreementbe; (vip) a supplement to the Intercompany Subordination Agreement, in form and substance reasonably satisfactory to the Collateral Agent, duly executed certificate of incumbency signed by the Additional [Borrower][Guarantor]Secretary or Assistant Secretary (or other individual performing similar functions) of each Guarantor with respect to each of the officers of such Person, authorized to execute and deliver the Loan Documents to which such Person is a party; (viiq) appropriate financing statements on Form UCC-1 duly filed in copies certified by the Secretary or Assistant Secretary of each Guarantor (or other individual performing similar functions) of (i) the by-laws of such office Person, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or offices as may be necessary orgeneral partnership, or other comparable document in the opinion case of any other form of legal entity and (ii) all corporate, partnership, member or other necessary action taken by such Person to authorize the execution, delivery and performance of the Collateral Agent, desirable Loan Documents to perfect the security interests purported to be created by the Security Agreement Supplement and any Mortgagewhich it is a party; (viiir) a written opinion of counsel request from the Borrower for the Loans indicating how the proceeds thereof are to be made available to the Loan Parties as Borrower, and if any of the Loans initially are to such matters as be LIBOR Loans, the Collateral Interest Period therefor; (s) all loan closing fees and any other fees then due and payable to the Agent may reasonably requestand the Lenders in connection with this Agreement; and (ixt) such other agreementsdocuments, instruments or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in as the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted LiensAgent or any Lender may reasonably request.

Effectiveness. This Amended Agreement shall become effective upon its execution by on the Collateral Agent and date that each of the following conditions shall have been satisfied (or waived in accordance with Section 10.01): (a) The Administrative Agent’s receipt by the Collateral Agent of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each case in form and substance satisfactory to the Collateral AgentAdministrative Agent and each of the Lenders: (i) original executed counterparts to of this Agreement, duly executed by sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (ii) a Supplement to the Security Agreement, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly Note executed by the Additional [Borrower][Guarantor], and any instruments Borrower in favor of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereofeach Lender requesting a Note; (iii) a Pledge Amendment such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Responsible Officers, secretary or assistant secretary of the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer, secretary or assistant secretary thereof authorized to act in such capacity in connection with this Agreement and the Security Agreement other Loan Documents to which the parent company of the Additional [Borrower][Guarantor] Borrower is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] party or is to be pledged to the Collateral Agent pursuant to the terms thereofa party; (Aiv) certificatessuch documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, if anyand is validly existing, representing 100% 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; (v) favorable opinion of Xxxxxxxxx & Xxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit F and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request (vi) a favorable opinion of Xxxxxxx X. Xxxxxx, General Counsel of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant Borrower, addressed to the Security Agreement Administrative Agent and each Subsidiary of the Additional [Borrower][Guarantor] Lender, as to matters set forth in Exhibit G and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under other matters concerning the Loan Documents, in each case, accompanied by instruments of assignment Parties and transfer in such form the Loan Documents as the Collateral Agent Required Lenders may reasonably request; (vvii) to the extent required under Section 7.01(b) a certificate of a Responsible Officer of the Financing Agreement Borrower either (A) a Mortgageattaching copies, or an exhibit, of all consents, licenses and approvals required in form connection with the execution, delivery and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed performance by the Additional [Borrower][Guarantor], with respect Borrower and the validity against the Borrower of the Loan Documents to the real property owned by the Additional [Borrower][Guarantor]which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) a Title Insurance Policy covering stating that no such real propertyconsents, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreement; (vi) a supplement to the Intercompany Subordination Agreement, in form and substance reasonably satisfactory to the Collateral Agent, duly executed by the Additional [Borrower][Guarantor]; (vii) appropriate financing statements on Form UCC-1 duly filed in such office licenses or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement and any Mortgageapprovals are so required; (viii) a written opinion certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(b) and (c) have been satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (ix) certificates attesting to the Solvency of the Borrower before and after giving effect to the Transaction and the incurrence of indebtedness related thereto, from its chief financial officer; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; and (xi) such other certificates, documents, or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Loan Parties as Administrative Agent (directly to such matters as the Collateral Agent may reasonably request; and (ix) such other agreements, instruments or other documents reasonably counsel if requested by the Agents in order Administrative Agent) to createthe extent invoiced prior to or on the Closing Date, perfectplus such additional amounts of such fees, establish the first priority (subject to Permitted Liens) charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or otherwise protect any Lien purported to be covered incurred by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect it through the intent closing proceedings (provided that such Subsidiary estimate shall become bound by all not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Closing Date shall have occurred on or before April 22, 2010. (e) There shall have been no change, occurrence or development since December 31, 2009, including any action, suit, investigation or proceeding pending or, to the knowledge of the termsBorrower, covenants threatened against the Borrower or any of its Subsidiaries in any court or before any arbitrator or governmental authority, that could reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. On the Closing Date, the following transactions shall occur: (1) The Existing Credit Agreement will be automatically amended and agreements contained restated in its entirety to read as set forth herein. On and after the Loan Documents Closing Date the rights and obligations of the parties hereto shall be governed by this Amended Agreement; provided that the rights and obligations of the parties hereto with respect to the period prior to the Closing Date shall continue to be governed by the provisions of the Existing Credit Agreement. (2) The Commitment of each Lender shall be the amount set forth in Schedule 2.01 to this Amended Agreement. Any Lender whose Commitment is changed to zero shall cease to be Lender party to this Agreement, and all property principal and assets interest of outstanding loans made by each such Lender, all accrued fees and all other amounts payable under this Agreement for the account of such Subsidiary Lender shall become Collateral for be due and payable on such date; provided that the Obligations free provisions of Sections 3.01, 3.04 and clear 10.04 of this Agreement shall continue to inure to the benefit of, and be binding upon, each such Lender with respect to facts and circumstances occurring prior to the Closing Date. (3) The participations in all Liens other than Permitted Liensoutstanding Letters of Credit on the closing date shall be re-determined on the basis of the Applicable Percentages of the Lenders giving effect to this Amended Agreement. (4) The Committed Loans of the respective Lenders in each outstanding Committed Borrowing shall be adjusted so as to reflect their Applicable Percentages after giving effect to this Amended Agreement. To that end, each Lender whose Applicable Percentage is increased shall remit to the Administrative Agent the amount notified by the Administrative Agent to it as necessary to fund its increased Loans, and the Administrative Agent shall remit ratably the amount so received by it from such increasing Lenders to the accounts of the respective Lenders whose Applicable Percentages are decreased by this Amended Agreement. (5) The Administrative Agent shall promptly notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. This Agreement shall become effective upon its execution by on the Collateral Agent and first date that all of the following conditions shall have been satisfied (or waived in accordance with Section 10.05): (a) receipt by the Collateral Administrative Agent of counterparts of this Agreement signed by each of the followingPersons listed on the signature pages hereto (or, in the case of any Bank as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telecopy or other written confirmation from such Bank of execution and delivery of a counterpart hereof by such Bank); (b) receipt by the Administrative Agent of an opinion of internal and external counsel to the Company addressed to it and the Banks and dated the Effective Date, covering such matters relating to the Company, this Agreement or the transactions contemplated hereby as the Administrative Agent shall reasonably request. The Company hereby requests such counsel to deliver such opinions; (c) receipt by the Administrative Agent of a certificate, dated the Effective Date and signed by a Financial Officer of the Company, certifying: (i) (x) that the representations and warranties contained in this Agreement shall be true on and as of such date and (y) no Default or Event of Default shall have occurred and be continuing, (ii) as to clause (h) of this Section 3.02, (iii) (x) the ratings by Xxxxx’x and S&P, respectively, applicable on the Effective Date (to the extent obtained prior thereto) to the Index Debt or (y) the financial strength ratings by Xxxxx’x and S&P, respectively, applicable on the Effective Date of MetLife Insurance Company USA and (iv) a calculation of Adjusted Consolidated Net Worth on the Effective Date; (d) receipt by the Administrative Agent of such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of the Company, the authorization of the transactions contemplated hereby and any other legal matters relating to each case of the Company, this Agreement or the transaction contemplated hereby, all in form and substance reasonably satisfactory to the Collateral Agent: (i) original counterparts to this Agreement, duly executed by the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Administrative Agent, together with the Schedules referred to in Section 2(b) hereof; (ii) including a Supplement to the Security Agreement, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company certified copy of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests resolutions of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% Board of Directors of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; (v) to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreement; (vi) a supplement to the Intercompany Subordination AgreementCompany, in form and substance reasonably satisfactory to the Collateral Administrative Agent, duly authorizing the execution, delivery and performance of this Agreement and other Credit Documents; (e) receipt by the Administrative Agent of all documents and instruments as it may reasonably request relating to the existence of the Company (including information required to comply with “know your customer” or similar identification requirements of any Bank), the corporate authority for and the validity and enforceability of this Agreement and the other Credit Documents, and any other matters related hereto, all in form and substance reasonably satisfactory to the Administrative Agent; (f) receipt by the Administrative Agent of (i) evidence as of the Effective Date as to payment of all fees required to be paid, and all expenses required to be paid or reimbursed for which invoices have been presented (including, without limitation, fees and disbursements of counsel to JPMorgan required to be paid as of the Effective Date and invoiced at least two (2) Domestic Business Days prior to the Effective Date) in connection with this Agreement, on or before the Effective Date and (ii) of a Continuing Agreement for Standby Letters of Credit executed by the Additional [Borrower][Guarantor]Company, in form and substance satisfactory to the JPMorgan and the Company; (viig) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may the Active Joint Lead Arrangers shall be necessary or, in reasonably satisfied with the opinion proposed terms and conditions of the Collateral Agent, desirable Restructuring Transaction and the Spin-Off Transaction with respect to perfect the security interests purported to be created by Company and its Subsidiaries and the Security Agreement Supplement and any Mortgagetransactions contemplated thereby; (viiih) except as disclosed on the Specified Form 10, there shall not have occurred a written opinion material adverse change since December 31, 2015 in the business, assets, property or financial condition of counsel to the Loan Parties Company and its Consolidated Subsidiaries, taken as to such matters as the Collateral Agent may reasonably requesta whole; and (ixi) such other agreements, instruments or other documents reasonably requested receipt by the Agents Administrative Agent of counterparts of a Note signed by the Company in order to create, perfect, establish favor of each Bank requesting a Note. The Administrative Agent shall promptly notify the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect Company and the intent that such Subsidiary shall become bound by all Banks of the termsEffective Date, covenants and agreements contained in the Loan Documents such notice shall be conclusive and that binding on all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liensparties hereto.

Effectiveness. This (i) The Existing Credit Agreement became effective on the Effective Date and (ii) this Agreement shall become effective upon its execution by on the Collateral date (the “Amendment Effective Date”) on which the Administrative Agent and shall have received the following documents or other items, each dated the Amendment Effective Date unless otherwise indicated: (a) receipt by the Collateral Administrative Agent of counterparts hereof signed by each of the followingparties hereto (or, in each the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form and substance satisfactory to the Collateral Agent: (i) original counterparts to this Agreementit in facsimile transmission, duly executed electronic submission or other writing from such party of execution of a counterpart hereof by the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereofsuch party); (iib) receipt by the Administrative Agent for the account of each Bank that has requested a Supplement to Note of a duly executed Note dated on or before the Security AgreementAmendment Effective Date complying with the provisions of Section 2.05; (c) receipt by the Administrative Agent of an opinion of the General Counsel of the Borrower, substantially in the form of Exhibit C F hereto, provided that an enforceability opinion under New York law, that is reasonably acceptable to the Security Agreement Administrative Agent, shall be furnished by the Borrower’s New York counsel, Norton Xxxx Xxxxxxxxx US LLP, subject to customary assumptions, qualifications and limitations; (d) receipt by the “Security Agreement Supplement”Administrative Agent of a certificate signed by any one of the Chief Financial Officer, the Chief Executive Officer, the Chief Operating Officer, an Assistant Secretary-Treasurer, the Controller or the Vice President, Capital Markets Relations of the Borrower to the effect that the conditions set forth in clauses (c) through (g)(g), duly executed inclusive, of Section 3.03 have been satisfied as of the Amendment Effective Date and, in the case of clauses (c), (e)(e) and (g)(g), setting forth in reasonable detail the calculations required to establish such compliance; (e) receipt by the Additional [Borrower][Guarantor]Administrative Agent, with a copy for each Bank, of a certificate of an officer of the Borrower acceptable to the Administrative Agent stating that all consents, authorizations, notices and filings required or advisable in connection with this Agreement are in full force and effect, and the Administrative Agent shall have received evidence thereof reasonably satisfactory to it; (f) receipt by the Administrative Agent and the Syndication Agent (or their respective assigns) and by each Bank Party of all fees required to be paid in the respective amounts heretofore mutually agreed in writing, and all expenses for which invoices have been presented, on or before the Amendment Effective Date; (g) receipt by the Administrative Agent and the Banks of all documentation and other information requested by the Administrative Agent or such Bank and required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act (Title III of Pub. L. 107-56; and (h) receipt by the Administrative Agent of all documents the Required Banks may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a partymatters relevant hereto, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; (v) to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreement; (vi) a supplement to the Intercompany Subordination Agreement, in form and substance reasonably satisfactory to the Collateral Administrative Agent, duly executed by . The Administrative Agent shall promptly notify the Additional [Borrower][Guarantor]; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in Borrower and the opinion Bank Parties of the Collateral AgentAmendment Effective Date, desirable to perfect the security interests purported to and such notice shall be created by the Security Agreement Supplement conclusive and any Mortgage; (viii) a written opinion of counsel to the Loan Parties as to such matters as the Collateral Agent may reasonably request; and (ix) such other agreements, instruments or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by binding on all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liensparties hereto.

Effectiveness. This Agreement Amendment shall become effective upon its execution by on the Collateral Agent and receipt by date (the Collateral Agent “Amendment Effective Date”) on which each of the following, in each case in form and substance satisfactory to the Collateral Agentfollowing conditions is satisfied: (ia) original the Administrative Agent shall have received counterparts to of this Agreement, duly Amendment executed by the BorrowerAdministrative Agent, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, the Borrower, the Guarantors (including Catarina Midstream) and all Lenders (provided that the Exiting Lender shall be deemed to have joined this Amendment solely for purposes of the provisions of Section 3 and 4 hereof). (b) the Administrative Agent shall have received: (A) reasonably satisfactory evidence that, upon the consummation of the Catarina Acquisition, the Borrower has (or contemporaneously with the Amendment Effective Date, shall have) acquired, pursuant to the Catarina PSA, title to the Midstream Properties described therein, free of any Liens other than Excepted Liens and Liens in favor of the Collateral Agent; (B) a certificate of a Responsible Officer of the General Partner (1) certifying that, upon the consummation of the Catarina Acquisition, the Borrower has (or will have) consummated the acquisition contemplated by the Catarina PSA substantially in accordance with its terms and all conditions to the obligations of the parties set forth in the Catarina PSA (other than the payment of the purchase price thereunder) shall have been satisfied or waived, and no provision thereof shall have been waived, amended, supplemented or otherwise modified to the extent such waiver, amendment, supplement or other modification would reasonably be expected to adversely affect the Lenders (except as otherwise agreed by the Lenders), (2) certifying that the Midstream Properties described in the Catarina PSA have been (or are to be) acquired pursuant to the Catarina PSA, (3) certifying as to the final purchase price paid (or to be paid) under the Catarina PSA after giving effect to all adjustments as of the closing date for such acquisition, and specifying, by category, the amount of such adjustment, and (4) certifying that attached thereto is a true and complete executed copy of the Catarina PSA pursuant to which the Borrower has acquired (or will acquire) such Midstream Properties, together with true and complete copies of the Schedules referred Catarina Gathering Agreement, the memorandum included as Exhibit E to the Catarina PSA; and (C) duly executed releases and/or terminations of any financing statements or mortgages specifically referencing and burdening such Midstream Properties. (c) the Administrative Agent shall have received title opinions or acceptable title information covering (i) a minimum of 80% of the present worth of the Borrower’s proved petroleum reserves included in Section 2(bcalculating the RBL Component and (ii) hereof;the material Midstream Properties acquired (directly or indirectly) by the Borrower in connection with the Catarina Acquisition. (d) the Administrative Agent shall have received from each party thereto duly executed counterparts (in such number as may be requested by the Administrative Agent) of (i) a joinder from Catarina Midstream to the Guarantee Agreement, (ii) a Supplement joinder from Catarina Midstream to the Pledge and Security Agreement, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment supplement from the Borrower to the Pledge and Security Agreement (with respect to which its Equity Interests in Catarina Midstream) and (iv) a 716937622 14464587 6 Mortgage executed by Catarina Midstream with respect to the parent company Midstream Properties acquired in the Catarina Acquisition (together with this Amendment, collectively, the “Amendment Documents”). In connection with the execution and delivery of the Additional [Borrower][Guarantor] is a partyAmendment Documents, (i) the Administrative Agent shall be reasonably satisfied that the Security Instruments create first priority, perfected Liens (subject only to Excepted Liens) on the material Midstream Properties acquired in the form of Exhibit A thereto, duly executed by such parent company Catarina Acquisition and providing for all (ii) if the Borrower’s Equity Interests of the Additional [Borrower][Guarantor] to be pledged to in Catarina Midstream are certificated, the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% shall have received original stock or membership interest certificates evidencing all of the issued and outstanding Equity interests Interests of Catarina Midstream, together with the appropriate undated stock powers, or other equivalent instruments of transfer reasonably acceptable to the Collateral Agent, for each certificate duly executed in blank by the registered owner thereof. (e) the Administrative Agent shall have received a certificate of the Additional [Borrower][Guarantor] required to be pledged pursuant General Partner of the Borrower and of each Guarantor setting forth (i) resolutions of the board of directors or other managing body of the General Partner or such Guarantor with respect to the Security Agreement authorization of the Borrower or such Guarantor to execute and deliver the Amendment Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the individuals who are authorized to sign the Amendment Documents to which the Borrower (acting through the General Partner) or such Guarantor is a party, (iii) specimen signatures of such authorized individuals, and (iv) the articles or certificate of incorporation or formation and bylaws, operating agreement or partnership agreement, as applicable, of the Borrower, its General Partner and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan DocumentsGuarantor, in each case, accompanied by instruments certified as being true and complete. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from the Borrower to the contrary. (f) the Administrative Agent shall have received certificates of assignment the appropriate state agencies with respect to the existence, qualification and transfer good standing of the Borrower, the General Partner and Catarina Midstream. (g) the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxx LLP, special New York counsel to the Borrower and special Texas local counsel to the Borrower, each in form and substance reasonably satisfactory to the Administrative Agent, as to such form matters incident to the Amendment Documents as the Collateral Administrative Agent may reasonably request;. (vh) the Administrative Agent shall have received evidence reasonably satisfactory to it that the extent required under Section 7.01(bBorrower has received minimum gross equity proceeds of an equity offering in connection with the Catarina Acquisition of at least $250,000,000. (i) the Administrative Agent shall have received a consent and acknowledgment agreement from Xxxxxxx Energy Corporation, as producer, in favor of the Financing Agreement (A) a Mortgage, in form and substance satisfactory to the Collateral Administrative Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned Catarina Gathering 716937622 14464587 7 Agreement concerning the Administrative Agent’s security interest therein, provision for notices concerning the Catarina Gathering Agreement (including any defaults or potential defaults by Borrower), the exercise of remedies by the Additional [Borrower][Guarantor], Administrative Agent with respect thereto and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents matters as the Collateral Agent may reasonably require comparable to be required by the documents required under Section 7.01(o) of the Financing Agreement; (vi) a supplement to the Intercompany Subordination AgreementAdministrative Agent, in form and substance reasonably satisfactory to the Collateral Administrative Agent, duly executed by the Additional [Borrower][Guarantor];. (viij) appropriate financing the Administrative Agent shall have received reasonable satisfactory financial statements of the Borrower and its Consolidated Subsidiaries for the fiscal quarter ended March 31, 2015, and, if then required to be delivered under the Existing Credit Agreement, for the fiscal quarter ended June 30, 2015. (k) the Administrative Agent shall be reasonably satisfied that the Swap Transactions of the Borrower and each of its Subsidiaries set forth on Form UCC-1 Schedule 7.22 to the Credit Agreement shall be a true and complete list of all Swap Agreements and Swap Transactions of the Borrower and each of its Subsidiaries as of the Amendment Effective Date (which Schedule 7.22 to the Credit Agreement shall include those Swap Transactions set forth on Schedule 6.01(q) and Schedule 7.22 to the Existing Credit Agreement for which settlement or performance has not occurred as of the Amendment Effective Date). (l) the Borrower and each Guarantor shall have confirmed and acknowledged to the Administrative Agent and the Lenders, and by its execution and delivery of this Agreement the Borrower and each Guarantor do hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment and each other Amendment Document has been duly filed authorized by all requisite limited partnership or limited liability company action, as applicable, on the part of the Borrower or such Guarantor, as applicable; (ii) the Credit Agreement and each other Loan Document to which it is a party constitute valid and legally binding agreements enforceable against the Borrower or such Guarantor, as applicable, in accordance with their respective terms, except as such office or offices as enforceability may be necessary orlimited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity and (iii) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documents after giving effect to this Amendment. (m) the Borrower shall have paid all agreed fees to the extent due and payable in connection with this Amendment and paid or reimbursed the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation and execution and delivery of this Amendment (including the reasonable fees, disbursements and other charges of Xxxxx Xxxxx LLP), in each case, to the opinion extent provided in Section 12.03 of the Collateral AgentCredit Agreement. 716937622 14464587 8 For purposes of determining compliance with the conditions specified in Section 9, desirable each Lender shall be deemed to perfect the security interests purported have consented to, approved or accepted or be satisfied with, each document or other matter required thereunder to be created consented to or approved by or acceptable or satisfactory to a Lender unless the Security Agreement Supplement and any Mortgage; (viii) a Administrative Agent shall have received written opinion of counsel notice from such Lender prior to the Loan Parties as to such matters as the Collateral Agent may reasonably request; and (ix) such other agreements, instruments or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted LiensAmendment Effective Date specifying its objection thereto.

Effectiveness. This Amended Agreement shall become effective upon its execution by on the Collateral Agent and date that each of the following conditions shall have been satisfied (or waived in accordance with Section 9.05). (a) receipt by the Collateral Administrative Agent of counterparts hereof signed by each of the followingparties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telecopy, telex or other written confirmation from such party of execution of a counterpart hereof by such party); (b) receipt by the Administrative Agent of (i) an opinion of internal counsel of the Borrower, substantially in the form of Exhibit B-1 hereto and (ii) an opinion of Xxxxxxxx, Xxxxxxxx & Xxxxxx, P.A., special counsel for the Borrower, substantially in the form of Exhibit B-2 hereto, and, in each case in form and substance satisfactory case, covering such additional matters relating to the Collateral Agent: (i) original counterparts to this Agreement, duly executed by transactions contemplated hereby as the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereofRequired Banks may reasonably request; (iic) a Supplement to receipt by the Security AgreementAdministrative Agent of an opinion of Xxxxx Xxxx & Xxxxxxxx, special counsel for the Agents, substantially in the form of Exhibit C hereto and covering such additional matters relating to the Security Agreement (the “Security Agreement Supplement”), duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form transactions contemplated hereby as the Collateral Agent Required Banks may reasonably request; (vd) receipt by the Administrative Agent of a certificate signed by a Vice President, the Treasurer, an Assistant Treasurer or the Controller of the Borrower, dated the Effective Date, to the extent required under Section 7.01(beffect set forth in clauses (c) and (d) of Section 3.02; (e) receipt by the Financing Administrative Agent of all documents it may have reasonably requested prior to the date hereof relating to the existence of the Borrower, the limited liability company authority for and the validity of this Agreement (A) a Mortgageand the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Collateral Agent Administrative Agent; (the “Additional Mortgage”), duly executed f) receipt by the Additional [Borrower][Guarantor]Administrative Agent of evidence satisfactory to it of the payment of all principal of and interest on any Loans of any Departing Bank outstanding under the Existing Agreement; and (g) receipt by the Administrative Agent for the account of the Banks of participation fees as heretofore mutually agreed by the Borrower and the Administrative Agent; provided that this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than July 15, 2006. The Administrative Agent shall promptly notify the Borrower and the Banks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto. On the Effective Date, the Existing Agreement will be automatically amended and restated in its entirety to read as set forth herein. On and after the Effective Date, the rights and obligations of the parties hereto shall be governed by this Amended Agreement; provided that the rights and obligations of the parties hereto with respect to the real property owned period prior to the Effective Date shall continue to be governed by the Additional [Borrower][Guarantor]provisions of the Existing Agreement. The Administrative Agent shall promptly notify the Borrower and each Bank of the effectiveness of this Amended Agreement, and (B) such notice shall be conclusive and binding on all parties hereto. The Commitment of any Person which has a Title Insurance Policy covering Commitment under the Existing Agreement but not under this Amended Agreement shall terminate on the Effective Date, and all accrued fees and other amounts payable to such real property, together with such other agreements, instruments and documents as Person shall be due on the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) Effective Date. Within five Domestic Business Days of the Financing Agreement; (vi) a supplement to the Intercompany Subordination Agreement, in form and substance reasonably satisfactory to the Collateral Agent, duly executed by the Additional [Borrower][Guarantor]; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary orEffective Date, in the opinion case of any Base Rate Loans made under the Existing Agreement and outstanding on the Effective Date, and at the end of the Collateral Agentthen current Interest Period with respect thereto, desirable in the case of any Eurodollar Rate Loans then outstanding under the Existing Agreement, the Borrower shall prepay the same in their entirety and, to perfect the security interests purported extent the Borrower elects to be created do so and subject to the conditions specified in this Article 3, the Borrower shall reborrow Revolving Credit Loans from the Banks in proportion to their respective Commitments under this Amended Agreement, until such time as all outstanding principal amounts are held by the Security Agreement Supplement and any Mortgage; (viii) a written opinion of counsel to the Loan Parties as to Banks in such matters as the Collateral Agent may reasonably request; and (ix) such other agreements, instruments or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liensproportion.

Effectiveness. This Agreement shall become effective and enforceable against the parties hereto, upon its execution the occurrence of the following conditions precedent (such date being the “Effective Date”): (a) The Administrative Agent shall have received multiple original counterparts, as requested by the Collateral Administrative Agent, of this Agreement duly and validly executed and delivered by duly authorized officers of the Borrower, the Guarantors, the Administrative Agent, the Issuing Lender, and the Required Lenders. (b) The representations and warranties in this Agreement shall be true and correct before and after giving effect to this Agreement (other than Section 4.14(b) of the Credit Agreement or any other representation and warranty relating solely to the existence of a Default or Event of Default that is untrue due to the existence of the Specified Events of Default). (c) No Default or Event of Default (other than the Specified Events of Default) shall have occurred and be continuing. (d) No event that would constitute a Forbearance Termination Event (as such term is amended hereby) shall have occurred and be continuing as of the Effective Date. (e) The Administrative Agent shall have received a fully executed account control agreement, or an amendment to an existing account control agreement, in favor of the Administrative Agent and receipt by the Collateral Agent of the following, in each case in form and substance satisfactory to the Collateral Administrative Agent:, with respect to all deposit accounts, commodities accounts, or securities accounts held by the Borrower or any Subsidiary of the Borrower, other than Excluded Accounts. (f) The Administrative Agent shall have received a copy of the fully executed engagement letter between the Borrower and Xxxxxx Partners; (i) original counterparts the Administrative Agent shall have received a copy of a fully executed amendment and forbearance agreement dated as of the date hereof with respect to this Agreement, duly executed by the Senior Secured Term Loan Agreement among the Borrower, each Guarantorthe other Loan Parties, the Additional [Borrower][Guarantor] lenders party to the Senior Secured Term Loan Agreement, and Xxxxxx Xxxxxx Energy Servicer, LLC, as administrative agent, which shall (A) temporarily forbear all defaults caused by or corresponding to the Collateral AgentSpecified Events of Default under and pursuant to the Senior Secured Term Loan Agreement, together with including any cross-defaults, until a date no earlier than 5:00 p.m. (New York time) on May 6, 2021, (B) amend the Schedules referred Senior Secured Term Loan Agreement in a manner that corresponds to the amendments hereunder to the Credit Agreement, and (C) otherwise be in Section 2(ba form satisfactory to the Administrative Agent (the “Second Lien Forbearance”) hereof; and (ii) a Supplement to the Security Second Lien Forbearance shall be effective or shall become effective on the Effective Date substantially simultaneously with this Agreement. (h) The Administrative Agent shall have received such other certificates, substantially documents, instruments and agreements as the Administrative Agent shall reasonably request in the form of Exhibit C to the Security Agreement connection herewith. (the “Security Agreement Supplement”)i) The Borrower shall have paid (i) all costs, duly executed by the Additional [Borrower][Guarantor]expenses, and any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to fees which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company have been invoiced and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under reimbursed by the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; (v) Borrower pursuant to the extent required under Section 7.01(b) 9.04 of the Financing Credit Agreement or any other written agreement (A) a Mortgage, in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”regardless of whether demand therefor has been made), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (Bii) a Title Insurance Policy covering such real propertyall costs, together with such other agreements, instruments expenses and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) fees of the Financing Administrative Agent incurred in connection with the preparation, negotiation and delivery of this Agreement; (vi) a supplement to the Intercompany Subordination Agreement, in form and substance reasonably satisfactory to the Collateral Agent, duly executed by the Additional [Borrower][Guarantor]; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement and any Mortgage; (viii) a written opinion of counsel to the Loan Parties as to such matters as the Collateral Agent may reasonably request; and (ix) such other agreements, instruments or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liens.

Effectiveness. This Agreement Amendment shall become be deemed effective (the date of such effectiveness, the “Subsequent Closing Date”) upon its execution by the Collateral Agent and receipt by the Collateral Agent Subordinated Lender of the following, in each case in form and substance satisfactory to the Collateral Agent: (ia) original counterparts this Amendment duly executed by Borrower and the Subordinated Lender; (b) the payment in immediately available funds, or evidence of payment, of all of the Subordinated Lender’s accrued fees and expenses, including reasonable attorneys fees, incurred related to this AgreementAmendment and the transactions contemplated hereby; (c) a Subordinated Note, duly executed by the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (ii) a Supplement to the Security Agreement, substantially in the form of attached to this Amendment as Exhibit C to A. (d) the Security Agreement (the “Security Agreement Supplement”)Panda Ethanol, Inc. Common Stock Purchase Warrant, duly executed by Panda Ethanol, Inc., in the Additional [Borrower][Guarantor]form attached to this Amendment as Exhibit B; (e) the Senior Debt Waiver duly executed by Borrower, the Administrative Agent, a majority of the lenders under the Senior Debt Financing Agreement, and any instruments of assignment or other documents required parties necessary to be delivered effect the Senior Debt Waiver, inform and substance reasonably satisfactory to the Collateral Subordinated Lender; (f) the initial budget provided to the Administrative Agent pursuant to the terms thereof; (iii) a Pledge Amendment Senior Debt Wavier and the initial timeline provided to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Administrative Agent pursuant to the terms thereof;Senior Debt Waiver, each with the written approval thereof by the Engineer; and (Ag) certificatessuch other instruments, if any, representing 100% of the issued documents and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form agreements as the Collateral Agent Subordinated Lender may reasonably request; (v) to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreement; (vi) a supplement to the Intercompany Subordination Agreement, in form and substance reasonably satisfactory to the Collateral Agent, duly executed by the Additional [Borrower][Guarantor]; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement and any Mortgage; (viii) a written opinion of counsel to the Loan Parties as to such matters as the Collateral Agent may reasonably request; and (ix) such other agreements, instruments or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted LiensSubordinated Lender.

Effectiveness. This Agreement shall become be effective upon its execution by the Collateral Agent and receipt by the Collateral Agent as of the following, in Effective Date upon the satisfaction of each case in form and substance satisfactory to of the Collateral Agentfollowing conditions: (i) original counterparts to The Administrative Agent shall have received a counterpart of this Agreement, duly executed by the and delivered on behalf of an Authorized Officer of each Borrower, the Extending Lenders, any New Lenders, each GuarantorLC Issuer, the Additional [Borrower][Guarantor] Swing Line Lender and the Collateral Administrative Agent, together with the Schedules referred to in Section 2(b) hereof;. (ii) a Supplement to the Security Agreement, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly The Administrative Agent shall have received Notes executed by the Additional [Borrower][Guarantor]Domestic Borrowers and executed by Polaris Sales Europe Sàrl in favor of each of the Lenders, and any instruments of assignment or other documents required to be delivered to the Collateral Agent if any, which has requested notes pursuant to the terms thereof;Section 2.13(d) of this Agreement. (iii) The Administrative Agent shall have received counterparts of (a) a Pledge Amendment to the Security Agreement to which the parent company guaranty affirmation, dated as of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; (v) to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreement; (vi) a supplement to the Intercompany Subordination AgreementEffective Date, in form and substance reasonably satisfactory to the Collateral Administrative Agent, duly executed and delivered by each of the Guarantors and (b) a pledge affirmation, dated as of the Effective Date, in form and substance reasonably satisfactory to the Administrative Agent, duly executed and delivered by each of the Pledgors. (iv) The Administrative Agent shall have received for the account of the Existing Lenders unpaid accrued interest on the Existing Revolving Loans together with all unpaid accrued fees thereon and other amounts due and payable with respect thereto (including, for the avoidance of doubt, any amounts payable with respect to any “Eurocurrency Advances” (under and as defined in the Existing Credit Agreement) pursuant to Section 3.4 of the Existing Credit Agreement as a result of the Effective Date occurring on any day other than the last day of the Interest Period for any such Eurocurrency Advance). (v) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of the each Domestic Borrower certifying (i) that there have been no changes in the charter document of such Person, as attached thereto and as certified as of a recent date by the Additional [Borrower][Guarantor];Secretary of State of the jurisdiction of its organization, since the date of the certification thereof by such governmental entity, (ii) the by-laws, as attached thereto, of such Person as in effect on the date of such certification, (iii) resolutions of the Board of Directors of such Person authorizing the execution, delivery and performance of this Agreement and each other Loan Document to which it is a party, (iv) the Good Standing Certificate for such Person from the Secretary of State of the jurisdiction of its organization, and (v) the names and true signatures of the incumbent officers of such Person authorized to sign this Agreement and the other Loan Documents to which it is a party, and authorized to request an Advance or the issuance of a Facility LC under this Agreement. (vi) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party other than the Domestic Borrowers certifying either (a) that (i) there have been no changes in the charter document of such Loan Party previously delivered to the Administrative Agent, (ii) there have been no changes in the by-laws or other organizational document of such Loan Party previously delivered to the Administrative Agent, (iii) there have been no changes in the resolutions of the Board of Directors or other governing body of such Loan Party previously delivered to the Administrative Agent authorizing the execution, delivery and performance of each Loan Document to which it is a party and that such resolutions remain in full force and effect, (iv) such Loan Party remains in good standing in the jurisdiction of its organization and (v) there have been no changes in the names and true signatures of the incumbent officers of such Loan Party authorized to sign the Loan Documents to which it is a party, and (in the case of Polaris Sales Europe Sàrl) authorized to request an Advance or the issuance of a Facility LC under this Agreement, or (b) for each Loan Party unable to make the certifications required in item (a) above, to each of the matters addressed in items 4.1(v)(i) – (v), as applicable to such Loan Party and attaching current copies of updated documents. (vii) appropriate financing statements The Administrative Agent shall have received a Certificate signed by the chief financial officer of the Company certifying the following: on Form UCC-1 duly filed the Effective Date (1) no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article V of this Agreement are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects, except to the extent any such office representation or offices as may be necessary orwarranty is stated to relate solely to an earlier date, in the opinion which case such representation or warranty shall have been true and correct in all material respects on and as of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement and any Mortgage;such earlier date. (viii) The Administrative Agent shall have received a written opinion of the Borrowers’ counsel (which may include local counsel and in-house counsel), addressed to the Loan Parties as to such matters as Lenders substantially covering the Collateral Agent may reasonably request; andopinions set forth in Exhibit A. (ix) such other agreements, instruments or other documents reasonably The Administrative Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 payable to the Agents in order of each such requesting Lender. (x) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to createthe Effective Date, perfectincluding, establish to the first priority (subject to Permitted Liens) extent invoiced, reimbursement or payment of or otherwise protect any Lien purported all out-of-pocket expenses required to be covered reimbursed or paid by the Borrowers hereunder. (xi) There shall not have occurred a change in the business, Property, liabilities (actual and contingent), operations, condition (financial or otherwise), results of operations or prospects of the Company and its Subsidiaries taken as a whole, since December 31, 2015, which could reasonably be expected to have a Material Adverse Effect. (xii) The Administrative Agent shall have received all governmental, equity holder and third party consents and approvals necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any such Security Agreement Supplement authority that would be reasonably likely to restrain, prevent or Additional Mortgage impose any material adverse conditions on the Company and its Subsidiaries, taken as a whole, and no law or otherwise to effect regulation shall be applicable which in the intent that such Subsidiary shall become bound by all reasonable judgment of the termsAdministrative Agent could have such effect. (xiii) No action, covenants and agreements contained suit, investigation or proceeding is pending or, to the knowledge of the Borrowers, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect. (xiv) The Administrative Agent shall have received: (a) pro forma financial statements giving effect to the Credit Extensions contemplated hereby, which demonstrate, in the Loan Documents Administrative Agent’s reasonable judgment, together with all other information then available to the Administrative Agent, that the Company and that all property its Subsidiaries can repay their debts and assets satisfy their other obligations as and when they become due, and can comply with the financial covenants set forth in Section 6.25, (b) such information as the Administrative Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, and (c) audited consolidated financial statements of such Subsidiary shall become Collateral the Company and its Subsidiaries for the Obligations free fiscal years ended December 31, 2013, December 31, 2014, and clear December 31, 2015. The Administrative Agent will be deemed to have received the financial statements described in clauses (c) and (d) if the same are on file with the Securities and Exchange Commission. (xv) The Administrative Agent shall have received evidence reasonably satisfactory to it of all Liens other than Permitted Lienscurrent insurance coverage for the Company and its Subsidiaries conforming to the requirements of Section 5.17. (xvi) The Administrative Agent shall have received payoff letters from each Non-Extending Lender in form and substance reasonably acceptable to the Company and the Administrative Agent.

Effectiveness. This Agreement shall become effective upon its execution by on the Collateral Agent and date that each of the following conditions shall have been satisfied (or waived in accordance with Section 9.05): (a) receipt by the Collateral Agent Administrative Agents of counterparts hereof signed by each of the followingparties hereto (or, in each the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agents in form satisfactory to them of written confirmation from such party of execution of a counterpart hereof by such party); (b) receipt by the Administrative Agents of an opinion of Xxxxxx Xxxx, Senior Vice President and Chief Legal Officer for the Borrower, covering such additional matters relating to the transactions contemplated hereby with respect to the Delaware General Corporation Law as the Required Banks may reasonably request; (c) receipt by the Administrative Agents of an opinion of Xxxxx Law, special counsel for the Borrower, covering such additional matters relating to the transactions contemplated hereby with respect to federal or New York state law as the Required Banks may reasonably request; (d) receipt by the Administrative Agents of all documents the Administrative Agents may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Collateral Agent:Administrative Agents; (ie) original counterparts payment by the Borrower to each Administrative Agent and to the Servicing Agent for the account of each Bank a fee in the amounts heretofore mutually agreed upon; (f) receipt by the Administrative Agents of evidence of the termination of, and payment in full of all amounts owing under, the $1,200,000,000 Credit Agreement dated as of November 15, 2019 among the Borrower, the lenders parties thereto and JPMorgan Chase Bank, N.A., Citibank, N.A. and Xxxxx Fargo, National Association, as administrative agents, and each of the Banks that is a party to such credit agreement hereby waives any requirement of prior notice for such termination or payment; (g) receipt by the Administrative Agents of an officer’s certificate from the Borrower certifying that, since June 30, 2021, there has been no material adverse change in the business, financial position, results of operations or prospects of the Borrower and its Consolidated Subsidiaries, considered as a whole, except as publicly disclosed prior to the date hereof, (h) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Bank that has requested, in a written notice to the Borrower at least 10 days prior to the Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Bank of its signature page to this Agreement, duly executed by the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to condition set forth in Section 2(bthis clause (h) hereof; (ii) a Supplement to the Security Agreement, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required shall be deemed to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security satisfied); provided that this Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to shall not become effective or be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; (v) to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreement; (vi) a supplement to the Intercompany Subordination Agreement, in form and substance reasonably satisfactory to the Collateral Agent, duly executed by the Additional [Borrower][Guarantor]; (vii) appropriate financing statements binding on Form UCC-1 duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement and any Mortgage; (viii) a written opinion of counsel to the Loan Parties as to such matters as the Collateral Agent may reasonably request; and (ix) such other agreements, instruments or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by party hereto unless all of the termsforegoing conditions are satisfied not later than March 25, covenants 2022. The Administrative Agents shall promptly notify the Borrower and agreements contained in the Loan Documents Banks of the Effective Date, and that such notice shall be conclusive and binding on all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liensparties hereto.

Effectiveness. This Agreement The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder on and after the 2004 Amendment and Restatement Date shall not become effective upon its execution by until the Collateral Agent and receipt by the Collateral Agent date on which each of the following, following conditions is satisfied (or waived in accordance with Section 10.02): (a) The Administrative Agent (or its counsel) shall have received from each case in form and substance party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Collateral Agent:Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the 2004 Amendment and Restatement Date) of each of (i) original counterparts to this AgreementXxxxx Day, duly executed by counsel for the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (ii) a Supplement to the Security AgreementLoan Parties, substantially in the form of Exhibit C to the Security Agreement B, and (the “Security Agreement Supplement”), duly executed ii) if requested by the Additional [Borrower][Guarantor]Administrative Agent, and any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, local counsel in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; (v) to the extent required under Section 7.01(b) of the Financing Agreement (A) jurisdiction where a MortgageMortgaged Property is located, in form and substance satisfactory to the Collateral Agent (Administrative Agent, and, in the “Additional Mortgage”)case of each such opinion required by this paragraph, duly executed covering such other matters relating to the Loan Parties, the Loan Documents or the Transactions as the Required Lenders shall reasonably request. The Company hereby requests each of Xxxxx Day and, if requested by the Additional [Borrower][Guarantor]Administrative Agent, with respect such local counsel to deliver such opinions. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the real property owned by organization, existence and good standing of each Loan Party, the Additional [Borrower][Guarantor], authorization of the Transactions and (B) a Title Insurance Policy covering such real property, together with such any other agreements, instruments and documents as the Collateral Agent may reasonably require comparable legal matters relating to the documents required under Section 7.01(o) of Loan Parties, the Financing Agreement; (vi) a supplement to Loan Documents or the Intercompany Subordination AgreementTransactions, all in form and substance reasonably satisfactory to the Collateral AgentAdministrative Agent and its counsel. (d) The Administrative Agent shall have received a certificate, duly executed dated the 2004 Amendment and Restatement Date and signed by the Additional [Borrower][Guarantor];President, a Vice President or a Financial Officer of the Company, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02. (e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the 2004 Amendment and Restatement Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document. (f) After giving effect to the Transactions, neither the Company nor any of its Subsidiaries shall have outstanding any shares of preferred stock or any Indebtedness, other than (i) Indebtedness incurred under the Loan Documents consisting of (x) LC Exposure and (y) Loans (if any) borrowed on the 2004 Amendment and Restatement Date, (ii) the Existing Notes, (iv) the Xxxxxxx Indebtedness, (v) the Praxair PIK Note, (vi) customary obligations with respect to Permitted Receivables Transactions arising under the Wachovia Purchase Agreement and (vii) appropriate financing statements other Indebtedness set forth on Form UCC-1 duly filed in Schedule 6.01. The Administrative Agent shall have received such office or offices evidence as it may be necessary or, reasonably require that the Tranche D Term Loans (as defined in the opinion Existing Credit Agreement) are being prepaid in full, together with all accrued interest thereon, on the Amendment and Restatement Date. The Administrative Agent shall notify the Company and the Lenders of the Collateral Agent2004 Amendment and Restatement Date, desirable to perfect and such notice shall be conclusive and binding. Notwithstanding the security interests purported to be created by foregoing, the Security Agreement Supplement and any Mortgage; (viii) a written opinion of counsel to the Loan Parties as to such matters as the Collateral Agent may reasonably request; and (ix) such other agreements, instruments or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all obligations of the termsLenders hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 10.02) at or prior to 3:00 p.m., covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted LiensNew York City time, on December 15, 2004.

Effectiveness. This Agreement shall become effective upon its execution by on the Collateral Agent and first date that all of the following conditions shall have been satisfied (or waived in accordance with Section 10.05): (a) receipt by the Collateral Administrative Agent of counterparts hereof signed by each of the followingPersons listed on the signature pages hereto (or, in each the case of any Bank as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telecopy or other written confirmation from such Bank of execution and substance delivery of a counterpart hereof by such Bank); (b) receipt by the Administrative Agent of an opinion of counsel of the Company reasonably satisfactory to the Collateral Agent: (i) original counterparts to this Agreement, duly executed by the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Administrative Agent, together with substantially in the Schedules referred to in Section 2(b) hereofform of Exhibit B hereto; (iic) a Supplement receipt by the Administrative Agent of an opinion of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special New York counsel to the Security AgreementJPMCB, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereofhereto; (iiid) receipt by the Administrative Agent of a Pledge Amendment to certificate, dated the Security Agreement to which the parent company Effective Date and signed by a senior financial officer of the Additional [Borrower][Guarantor] is a partyCompany, in the form certifying as to clauses (b) and (c) of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereofSection 3.01; (Ae) certificates, if any, representing 100% receipt by the Administrative Agent of a copy of the issued and outstanding Equity interests resolutions of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary Board of Directors of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; (v) to the extent required under Section 7.01(b) of the Financing Agreement (A) a MortgageCompany, in form and substance satisfactory to the Collateral Agent (Administrative Agent, authorizing the “Additional Mortgage”)execution, duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], delivery and (B) a Title Insurance Policy covering such real property, together with such performance of this Agreement and other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing AgreementCredit Documents; (vif) a supplement receipt by the Administrative Agent of all documents, opinions and instruments as it may reasonably request relating to the Intercompany Subordination Agreementexistence of each Account Party, the corporate authority for and the validity and enforceability of this Agreement and the other Credit Documents, and any other matters related hereto, all in form and substance reasonably satisfactory to the Collateral Administrative Agent, duly executed by the Additional [Borrower][Guarantor]; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement and any Mortgage; (viii) a written opinion of counsel to the Loan Parties as to such matters as the Collateral Agent may reasonably request; and (ixg) such other agreements, instruments or other documents reasonably requested receipt by the Agents in order Administrative Agent of evidence as of the Effective Date as to create, perfect, establish the first priority (subject to Permitted Liensi) payment of or otherwise protect any Lien purported all fees required to be covered paid, and all expenses required to be paid or reimbursed for which invoices have been presented (including, without limitation, fees and disbursements of counsel to JPMCB) in connection with this Agreement, on or before the Effective Date; (ii) payment by the Company and Subsidiary Account Parties of all unpaid principal of and interest on any outstanding loan and all unpaid fees, expenses and other amounts accrued or owing as of the Effective Date under the Existing Credit Agreement (including all fees with respect to letters of credit outstanding thereunder accrued to but not including the Effective Date) and the termination of the commitments of the banks thereunder as of the Effective Date; (iii) there being no Fronted Letters of Credit outstanding under (and as defined in) the Existing Credit Agreement (other than the Continued Existing Fronted Letters of Credit); and (iv) with respect to each Syndicated Letter of Credit outstanding under (and as defined in) the Existing Credit Agreement that is not a Continued Existing Syndicated Letter of Credit, the cancellation of such Security Syndicated Letter of Credit and surrender thereof to the administrative agent under the Existing Credit Agreement Supplement (or Additional Mortgage arrangements shall have been made for such cancellation and/or surrender satisfactory to such administrative agent); and, by its execution of this Agreement, each Bank party hereto that is party to the Existing Credit Agreement hereby waives any prior notice requirement with respect to any prepayment of amounts and/or termination of commitments under the Existing Credit Agreement contemplated by this clause (g), which payments and termination will be effective as of the Effective Date; provided that this Agreement shall not become effective or otherwise to effect the intent that such Subsidiary shall become bound by be binding on any party hereto unless all of the termsforegoing conditions are satisfied not later than 3:00 p.m. (New York City time) June 14, covenants 2013 or such later date as may be agreed in writing by the Company and agreements contained in all of the Loan Documents Banks. The Administrative Agent shall promptly notify the Company and that the Banks of the Effective Date, and such notice shall be conclusive and binding on all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liensparties hereto.

Effectiveness. This Agreement shall become effective upon its execution by the Collateral Agent and receipt by the Collateral Agent of the following, in each case in form and substance satisfactory to the Collateral Agent: (ia) original counterparts to this Agreement, duly executed by the BorrowerBorrowers, each Guarantor, the Additional [Borrower][Guarantor] Guarantors and the Collateral Agent, together with the supplemental Schedules referred to in Section 2(b) hereof, if applicable; (iib) a Supplement to the Pledge and Security Agreement, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly executed by the Additional [Borrower][Guarantor]each Guarantor, and together with any supplemental schedules, instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereof; , together with: (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (Ai) certificates, if any, representing 100% of the issued and outstanding Equity interests Capital Stock of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement Guarantors and each Subsidiary of the Additional [Borrower][Guarantor] and Guarantors, (Bii) all original promissory notes of such Additional [Borrower][Guarantor]Guarantors, if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; , and (viii) to a certificate of the extent required under Section 7.01(bappropriate official(s) of the Financing Agreement (A) a Mortgagejurisdiction of organization and each jurisdiction of foreign qualification of Guarantors and each Subsidiary of Guarantors, in form and substance satisfactory certifying as to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor]subsistence in good standing of, and (B) a Title Insurance Policy covering the payment of taxes by, Guarantors and each Subsidiary of Guarantors in such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreement;jurisdiction. (vic) a supplement to the Intercompany Subordination Agreement, in form and substance reasonably satisfactory to the Collateral Agent, duly executed by the Additional [Borrower][Guarantor]; (viii) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be reasonably necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Pledge and Security Agreement Supplement and any Mortgage(ii) evidence reasonably satisfactory to Agent of the filing of such UCC-1 financing statements; (viiid) a favorable written opinion of counsel to the Loan Parties as to such matters as the Collateral Agent may reasonably request; and (ixe) such other agreements, instruments or other documents as Agent may reasonably requested by the Agents request in order to create, perfect, establish the first priority (subject in priority only to Permitted LiensLiens that, pursuant to the terms of the Credit Agreement, are permitted to be prior to the Liens in favor of Agent, for the benefit of Agent and Lenders) of or otherwise protect any Lien purported to be covered by any such the Pledge and Security Agreement Supplement or Additional any Mortgage or otherwise to effect the intent that such Subsidiary Guarantors shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary Guarantors shall become Collateral for the Obligations Obligations, free and clear of all Liens other than Permitted Liens.

Effectiveness. This Agreement Amendment shall become effective upon its on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied with respect to the Existing Credit Agreement: (i) the execution of counterparts hereof by (A) the Collateral Agent Required Lenders, (B) the Borrower, (C) each Guarantor and (D) the Administrative Agent; (ii) receipt by the Collateral Administrative Agent of a voluntary prepayment of Loans (for which purpose the followingrequirement in Section 3.02 that the Borrower give three (3) Business Days’ prior written notice is hereby waived) in an aggregate principal amount of $15,000,000, in plus all accrued and unpaid interest thereon through the date of such prepayment; (iii) receipt by the Administrative Agent, on or prior to December 17, 2008, for the benefit of each case in form Lender that executes and substance satisfactory delivers a counterpart of this amendment on or prior to 12:00 P.M. EDT on December 16, 2008, of a fee equal to 0.50% of the aggregate principal amount of the Loans owing to such Lender as of the date of delivery of such counterpart but after giving effect to the Collateral voluntary prepayment described in clause (ii) above (regardless of whether such payment has been made as of such date); (iv) receipt by the Borrower and Administrative Agent of written or telephonic notification of such execution and authorization of delivery thereof; (v) receipt by the Administrative Agent: (i) original counterparts to this Agreement, duly executed on the Effective Date, of a certificate signed by a Senior Officer of the Borrower, each Guarantordated the Effective Date, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (ii) a Supplement stating that to the Security Agreement, substantially knowledge of such officer and on behalf of the Borrower (not in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”such officer’s individual capacity), duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% all of the issued representations and outstanding Equity interests warranties of the Additional [Borrower][Guarantor] required to be pledged pursuant to Borrower under the Security Existing Credit Agreement are true and each Subsidiary correct in all material respects on and as of the Additional [Borrower][Guarantor] Effective Date as if made on such date and (B) all original promissory notes no Event of such Additional [Borrower][Guarantor], if any, that are required to Default or Default shall have occurred and be delivered under continuing or would result from the Loan Documents, in each case, accompanied execution and delivery of this Amended Credit Agreement or the performance by instruments any Credit Party of assignment and transfer in such form as the Collateral Agent may reasonably request; (v) to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreement; its obligations hereunder; (vi) receipt by the Administrative Agent of a supplement final form of an amendment to the Intercompany Subordination Second Lien Credit Agreement (as defined in the Intercreditor Agreement, ) in form and substance reasonably satisfactory to the Collateral Administrative Agent; and (vii) receipt by the Administrative Agent of counterparts to the amendment referred to in clause (vi) above, duly executed and delivered by the Additional [Borrower][Guarantor]; (vii) appropriate financing statements on Form UCC-1 duly filed each party thereto and in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement full force and any Mortgage; (viii) a written opinion of counsel effect and reasonably satisfactory to the Loan Parties as to such matters as the Collateral Agent may reasonably request; and (ix) such other agreements, instruments or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liens.Administrative Agent. ­NY12534:198513.9

Effectiveness. This Agreement The sales, assignments and purchases provided for in Section 2 shall become effective on the Effective Date, but only upon its execution by satisfaction of the Collateral following conditions precedent (such date, in the event such conditions shall be satisfied, being the "Restatement Closing Date"): (a) The Administrative Agent shall have received on behalf of itself and the Lenders a favorable written opinion of Xxxxxxx & Xxxxx, counsel for the Borrower, dated the Effective Date and addressed to the Administrative Agent and receipt by the Collateral Agent Lenders, substantially to the effect set forth in Exhibit C hereto and satisfactory to Cravath, Swaine & Xxxxx, counsel for the Administrative Agent. The Borrower hereby instructs such counsel to deliver such opinion. (b) All legal matters incident to this Amendment and the Amended Credit Agreements, the borrowings and extensions of credit thereunder and the following, in each case in form and substance other Loan Documents shall be satisfactory to the Collateral Lenders and the Administrative Agent and to Cravath, Swaine & Xxxxx, counsel for the Administrative Agent:. (c) The Administrative Agent shall have received (i) original a copy of the certificate or articles of incorporation, including all amendments thereto, of the Borrower and each Guarantor, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of the Borrower and each Guarantor as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of the Borrower dated the Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of the Borrower as in effect on the Effective Date and reflecting all changes 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 the Borrower authorizing the execution, delivery and performance of this Amendment, the Amended Credit Agreements and the other Loan Documents and the borrowings thereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of the Borrower have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing this Amendment, the Amended Credit Agreements or any Loan Document or other document delivered in connection herewith on behalf of the Borrower; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; and (iv) such other documents as the Lenders or Cravath, Swaine & Xxxxx, counsel for the Administrative Agent, may reasonably request. (d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by a Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Article IV of the Amended Credit Agreements. (e) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Restatement Closing Date hereunder or under the Amended Credit Agreements or the Fee Letter. (f) The Administrative Agent shall have received counterparts to of this AgreementAmendment and the Amended Credit Agreements which, when taken together, bear the signatures of all the parties hereto and thereto. (g) The Pledge Agreement shall have been duly executed by the Borrower, each Guarantor, the Additional [Borrower][Guarantor] parties thereto and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (ii) a Supplement to the Security Agreement, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required to be delivered to the Collateral Administrative Agent pursuant and shall be in full force and effect, and all the outstanding Capital Stock of the Designated Subsidiaries shall have been duly and validly pledged thereunder to the terms thereof; (iii) a Pledge Amendment to Administrative Agent for the Security Agreement to which the parent company ratable benefit of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by Secured Parties and certificates representing such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each caseshares, accompanied by undated instruments of assignment transfer and transfer stock powers endorsed in such form as blank, shall be in the Collateral Agent may reasonably request; (v) to the extent required under Section 7.01(b) actual possession of the Financing Agreement (A) a Mortgage, in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreement; (vi) a supplement to the Intercompany Subordination Agreement, in form and substance reasonably satisfactory to the Collateral Administrative Agent, duly executed by the Additional [Borrower][Guarantor]; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement and any Mortgage; (viii) a written opinion of counsel to the Loan Parties as to such matters as the Collateral Agent may reasonably request; and (ix) such other agreements, instruments or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liens.

Effectiveness. This Amended Agreement shall become effective upon its execution by on the Collateral Agent and date that each of the following conditions shall have been satisfied (or waived in accordance with Section 10.01): (a) The Administrative Agent’s receipt by the Collateral Agent of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each case in form and substance satisfactory to the Collateral AgentAdministrative Agent and each of the Lenders: (i) original executed counterparts to of this Agreement, duly executed by sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (ii) a Supplement to the Security Agreement, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly Note executed by the Additional [Borrower][Guarantor], and any instruments Borrower in favor of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereofeach Lender requesting a Note; (iii) a Pledge Amendment such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Responsible Officers, secretary or assistant secretary of the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer, secretary or assistant secretary thereof authorized to act in such capacity in connection with this Agreement and the Security Agreement other Loan Documents to which the parent company of the Additional [Borrower][Guarantor] Borrower is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] party or is to be pledged to the Collateral Agent pursuant to the terms thereofa party; (Aiv) certificatessuch documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, if anyand is validly existing, representing 100% in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the issued and outstanding Equity interests conduct of the Additional [Borrower][Guarantor] required to be pledged pursuant its business requires such qualification, except to the Security Agreement extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) favorable opinion of counsel to the Loan Parties, addressed to the Administrative Agent and each Subsidiary of Lender, as to the Additional [Borrower][Guarantor] matters set forth in Exhibit F and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under other matters concerning the Loan Documents, in each case, accompanied by instruments of assignment Parties and transfer in such form the Loan Documents as the Collateral Agent Required Lenders may reasonably request; (v) to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreement; (vi) a supplement favorable opinion of the General Counsel of the Borrower, addressed to the Intercompany Subordination AgreementAdministrative Agent and each Lender, as to matters set forth in form Exhibit G and substance such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably satisfactory to the Collateral Agent, duly executed by the Additional [Borrower][Guarantor]request; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in the opinion a certificate of a Responsible Officer of the Collateral AgentBorrower either (A) attaching copies, desirable to perfect or an exhibit, of all consents, licenses and approvals required in connection with the security interests purported to be created execution, delivery and performance by the Security Agreement Supplement Borrower and any Mortgagethe validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (viii) a written opinion certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(b) and (c) have been satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (ix) certificates attesting to the Solvency of the Borrower before and after giving effect to the Transaction and the incurrence of indebtedness related thereto, from its chief financial officer; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; and (xi) such other certificates, documents, or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Loan Parties as Administrative Agent (directly to such matters as the Collateral Agent may reasonably request; and (ix) such other agreements, instruments or other documents reasonably counsel if requested by the Agents in order Administrative Agent) to createthe extent invoiced prior to or on the Closing Date, perfectplus such additional amounts of such fees, establish the first priority (subject to Permitted Liens) charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or otherwise protect any Lien purported to be covered incurred by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect it through the intent closing proceedings (provided that such Subsidiary estimate shall become bound by all not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Closing Date shall have occurred on or before November 15, 2014. (e) There shall have been no change, occurrence or development since December 31, 2013, including any action, suit, investigation or proceeding pending or, to the knowledge of the termsBorrower, covenants threatened against the Borrower or any of its Restricted Subsidiaries in any court or before any arbitrator or governmental authority, that could reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. On the Closing Date, the following transactions shall occur: (1) The Existing Credit Agreement will be automatically amended and agreements contained restated in its entirety to read as set forth herein. On and after the Loan Documents Closing Date the rights and obligations of the parties hereto shall be governed by this Amended Agreement; provided that the rights and obligations of the parties hereto with respect to the period prior to the Closing Date shall continue to be governed by the provisions of the Existing Credit Agreement. (2) The Commitment of each Lender shall be the amount set forth in Schedule 2.01 to this Amended Agreement. Any Lender whose Commitment is changed to zero shall cease to be Lender party to this Agreement, and all property principal and assets interest of outstanding loans made by each such Lender, all accrued fees and all other amounts payable under this Agreement for the account of such Subsidiary Lender shall become Collateral for be due and payable on such date; provided that the Obligations free provisions of Sections 3.01, 3.04 and clear 10.04 of this Agreement shall continue to inure to the benefit of, and be binding upon, each such Lender with respect to facts and circumstances occurring prior to the Closing Date. (3) The participations in all Liens other than Permitted Liensoutstanding Letters of Credit on the closing date shall be re-determined on the basis of the Applicable Percentages of the Lenders giving effect to this Amended Agreement. (4) The Committed Loans of the respective Lenders in each outstanding Committed Borrowing shall be adjusted so as to reflect their Applicable Percentages after giving effect to this Amended Agreement. To that end, each Lender whose Applicable Percentage is increased shall remit to the Administrative Agent the amount notified by the Administrative Agent to it as necessary to fund its increased Loans, and the Administrative Agent shall remit ratably the amount so received by it from such increasing Lenders to the accounts of the respective Lenders whose Applicable Percentages are decreased by this Amended Agreement. (5) The Administrative Agent shall promptly notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. This Agreement and the Amended and Restated Credit Agreement shall become effective upon as of the date (the “Restatement Effective Date”) on which: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, special counsel for the Borrower, substantially to the effect set forth in Exhibit B-1, and (ii) Xxxxx X. Xxxxxxxxx, general counsel for the Borrower, substantially to the effect set forth in Exhibit B-2, in each case (A) dated the Restatement Effective Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and the Borrower hereby request such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders, to the Issuing Bank and to the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its execution organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Restatement Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of such Loan Party as in effect on the Restatement 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 Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or the Administrative Agent may reasonably request. (d) The Administrative Agent shall have received a certificate, dated the Restatement Date and signed by a Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Article IV of the Amended and Restated Credit Agreement. (e) The Administrative Agent shall have received (i) for the account of each Extending Revolving Lender that transmits its executed counterpart of this Agreement, indicating its consent hereto, to the Administrative Agent on or prior to the Delivery Time, an extension fee in an amount equal to 2.30% of the aggregate principal amount of the Revolving Credit Commitments which will constitute Revolving B Credit Commitments held by such Extending Revolving Lender as of the Restatement Effective Date, (ii) for the account of each Lender that transmits its executed counterpart of this Agreement, indicating its consent hereto, to the Administrative Agent on or prior to the Delivery Time, an amendment fee in an amount equal to 0.20% of the aggregate principal amount of the Revolving Credit Commitments and Term Loans of such Lender as of the Restatement Effective Date and (iii) all other fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) The Administrative Agent shall have received a certificate from a financial officer of the Borrower certifying that the Borrower and its subsidiaries, on a consolidated basis after giving effect to the Transactions and the other transactions contemplated hereby, are solvent. (g) The Administrative Agent (or its counsel) shall have received counterparts of this Agreement that, when taken together, bear the signatures of (a) the Borrower, (b) Subsidiary Guarantors listed on Schedule I attached hereto, (c) the Administrative Agent, (d), the Collateral Agent and receipt by (e) the Collateral Agent of the following, in each case in form and substance satisfactory to the Collateral Agent: (i) original counterparts to this Agreement, duly executed by the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (ii) a Supplement to the Security Agreement, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; (v) to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreement; (vi) a supplement to the Intercompany Subordination Agreement, in form and substance reasonably satisfactory to the Collateral Agent, duly executed by the Additional [Borrower][Guarantor]; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement and any Mortgage; (viii) a written opinion of counsel to the Loan Parties as to such matters as the Collateral Agent may reasonably request; and (ix) such other agreements, instruments or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted LiensRequired Lenders.

Effectiveness. This Agreement shall become effective upon its execution on the date that each of the following conditions shall have been satisfied: (a) Receipt by the Collateral Agent and receipt by the Collateral Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each case in form and substance satisfactory to the Collateral AgentAdministrative Agent and its legal counsel: (i) original executed counterparts to of this Agreement, duly executed by sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (ii) a Supplement to the Security Agreement, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly Note executed by the Additional [Borrower][Guarantor], and any instruments Borrower in favor of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereofeach Lender requesting a Note; (iii) a Pledge Amendment to the Security Agreement to which the parent company such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Additional [Borrower][Guarantor] is Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a party, Responsible Officer in connection with this Agreement and the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereofother Loan Documents; (Aiv) certificates, if any, representing 100% of the issued such documents and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form certifications as the Collateral Administrative Agent may reasonably requestrequire to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in Puerto Rico and each other jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to cause a materially adverse change in the business, financial position, results of operations or prospects of the Borrower; (v) a favorable opinion of the General Counsel of the Borrower, addressed to the extent required under Section 7.01(b) of the Financing Agreement (A) a MortgageAdministrative Agent and each Lender, in form and substance satisfactory as to the Collateral Agent (matters and in the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreementform set forth in Exhibit H; (vi) a supplement favorable opinion of Xxxxxxxxxxx Xxxxxx & Xxxxxxx LLP, counsel to the Intercompany Subordination AgreementAdministrative Agent, in form and substance reasonably satisfactory addressed to the Collateral AgentAdministrative Agent and each Lender, duly executed by as to the Additional [Borrower][Guarantor]matters and in the form set forth in Exhibit I; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices a favorable opinion of Xxxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent, addressed to the Administrative Agent and each Lender, as may be necessary or, to the matters and in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement and any Mortgageform set forth in Exhibit J; (viii) a written opinion such other assurances, certificates, documents or consents as the Administrative Agent or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of counsel the Administrative Agent to the Loan Parties extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as to such matters as the Collateral Agent may reasonably request; and (ix) such other agreements, instruments shall constitute its reasonable estimate of Attorney Costs incurred or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered incurred by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect it through the intent closing proceedings (provided that such Subsidiary estimate shall become bound by all not thereafter preclude a final settling of accounts between the terms, covenants Borrower and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted LiensAdministrative Agent).

Effectiveness. This Agreement shall become effective upon its execution by the Collateral Agent and receipt by the Collateral Agent The obligations of the following, in each case in form and substance satisfactory Lenders under this Agreement are effective as of the date of this Agreement; provided that the obligations of the Lenders hereunder are subject to the Collateral Agentsatisfaction or waiver of each of the conditions precedent set out in this Section 4.01: (a) the Administrative Agent (or its counsel) shall have received from (i) original counterparts to this Agreement, duly executed by the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (ii) a Supplement to the Security Agreement, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; (v) to the extent required under Section 7.01(b) of the Financing Agreement party thereto either (A) a Mortgage, in form and substance counterpart of this Agreement signed on behalf of such party or (B) written evidence reasonably satisfactory to the Collateral Administrative Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], which may include telecopy or electronic mail transmission in accordance with respect to the real property owned by the Additional [Borrower][Guarantor], and (BSection 9.01) that such party has signed a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) counterpart of the Financing this Agreement; (vib) a supplement the Administrative Agent shall have received the executed legal opinions of (i) Cravath, Swaine & Xxxxx LLP, special New York counsel to the Intercompany Subordination AgreementBorrower, in form reasonably satisfactory to the Administrative Agent, (ii) Xxxxxxx X. Xxxxxxx, Esq., Associate General Counsel Securities to the Borrower, in a form reasonably satisfactory to the Administrative Agent and (iii) NautaDutilh New York P.C., Dutch counsel to the Borrower, in form reasonably satisfactory to the Administrative Agent; the Borrower hereby requests such counsel to deliver such opinions; (c) the Administrative Agent shall have received such customary closing documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower and the Effective Date Guarantors, the authorization of the Transactions and any other legal matters relating to the Borrower, the Effective Date Guarantors, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Collateral Agent, duly executed by the Additional Administrative Agent and its counsel; (d) [Borrower][Guarantorreserved]; (viie) appropriate financing statements the Lenders shall have received on Form UCC-1 duly filed or prior to the Effective Date all documentation and other information reasonably requested in such office or offices as may be necessary or, writing by them at least two business days prior to the Effective Date in order to allow the opinion of Lenders to comply with the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement and any MortgagePatriot Act; (viiif) a written opinion of counsel the Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder; (g) the Administrative Agent shall have received Notes executed by the Borrower in favor of each Lender requesting Notes at least three Business Days prior to the Effective Date; (h) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying (A) that the representations and warranties of the Borrower set forth in this Agreement and the other Loan Parties as Documents are be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on the Effective Date, (B) that no Default or Event of Default shall have occurred or would occur and be continuing on the Effective Date and (C) that there has been no event or circumstance since the date of the audited financial statements that has had or could be reasonably expected to such matters as have, either individually or in the Collateral Agent may reasonably requestaggregate, a Material Adverse Effect; and (ixi) such other agreementsthe Administrative Agent shall have received a draft of the Announcement, instruments in form and substance satisfactory to Xxxxxxx Xxxxx. Without limiting the generality of the provisions of the last sentence of clause (c) of Article 8, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported matter required thereunder to be covered consented to or approved by any or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Security Agreement Supplement or Additional Mortgage or otherwise Lender prior to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liensproposed Effective Date specifying its objection thereto.

Effectiveness. This Agreement shall become effective upon its execution on the date that each of the following conditions shall have been satisfied: (a) Receipt by the Collateral Agent and receipt by the Collateral Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the applicable Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each case in form and substance satisfactory to the Collateral AgentAdministrative Agent and its legal counsel: (i) original executed counterparts to of this Agreement, duly executed by sufficient in number for distribution to the BorrowerAdministrative Agent, each Guarantor, the Additional [Borrower][Guarantor] Lender and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereofeach Borrower; (ii) a Supplement to the Security Agreement, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly Note executed by the Additional [Borrower][Guarantor], and any instruments each Borrower in favor of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereofeach Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Pledge Amendment Responsible Officer in connection with this Agreement and the other Loan Documents; (iv) such documents and certifications as the Administrative Agent may reasonably require to the Security Agreement evidence that each Borrower is duly organized or formed, and that such Borrower is validly existing, in good standing and qualified to which the parent company of the Additional [Borrower][Guarantor] is a partyengage in business, in the form case of Exhibit A theretoTMCC, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan DocumentsCalifornia and, in each casethe case of TCPR, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably requestPuerto Rico; (v) a favorable opinion of the General Counsel of each Borrower, addressed to the extent required under Section 7.01(b) of the Financing Agreement (A) a MortgageAdministrative Agent and each Lender, in form and substance satisfactory as to the Collateral Agent (matters and in the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreementform set forth in Exhibit H; (vi) a supplement favorable opinion of Xxxxxxxxxxx Xxxxxx & Xxxxxxx LLP, counsel to the Intercompany Subordination AgreementAdministrative Agent, in form and substance reasonably satisfactory addressed to the Collateral AgentAdministrative Agent and each Lender, duly executed by as to the Additional [Borrower][Guarantor]matters and in the form set forth in Exhibit I; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices a favorable opinion of Shearman & Sterling LLP, counsel to the Administrative Agent, addressed to the Administrative Agent and each Lender, as may be necessary or, to the matters and in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement and any Mortgageform set forth in Exhibit J; (viii) on the Closing Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a written opinion certificate of counsel to a Responsible Officer of each Borrower, stating that: (A) the Loan Parties representations and warranties contained in Article V hereof are correct on and as to such matters as of the Collateral Agent may reasonably requestClosing Date; and (B) no event has occurred and is continuing that constitutes a Default; and (ix) such other agreementsassurances, instruments certificates, documents or other documents consents as the Administrative Agent or the applicable Required Lenders reasonably requested may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Agents in order Administrative Agent, the Borrowers shall have paid all Attorney Costs of the Administrative Agent to createthe extent invoiced prior to or on the Closing Date, perfect, establish the first priority (subject to Permitted Liens) plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or otherwise protect any Lien purported to be covered incurred by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect it through the intent closing proceedings (provided that such Subsidiary estimate shall become bound by not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent). (d) The Borrowers shall have terminated the commitments, and paid in full all indebtedness, interest, fees and other amounts outstanding, under the Credit Agreement (Five Year Facility) dated as of July 30, 2004, among TMCC, TCPR, the lenders parties thereto, Bank of America, N.A., as syndication agent, The Bank of Tokyo-Mitsubishi, Ltd., BNP Paribas and JPMorgan Chase Bank, N.A., as documentation agents, and Citicorp USA, Inc., as administrative agent for the lenders. Each of the termsLenders that is a party to the foregoing credit agreement hereby waives, covenants and agreements contained in upon execution of this Agreement, the Loan Documents and that all property and assets requirement of prior notice under such Subsidiary shall become Collateral for credit agreement relating to the Obligations free and clear termination of all Liens other than Permitted Lienscommitments thereunder.

Effectiveness. This Agreement shall become effective upon its execution by on the Collateral date (the “Effective Date”) on which the Administrative Agent and shall have received the following documents or other items, each dated the Effective Date unless otherwise indicated: (a) receipt by the Collateral Administrative Agent of counterparts hereof signed by each of the followingparties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party); (b) receipt by the Administrative Agent for the account of each case Bank that has requested a Note of a duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.05; (c) receipt by the Administrative Agent of an opinion of the General Counsel of the Borrower, substantially in the form of Exhibit F hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request, such opinion to be in form and substance satisfactory to the Collateral Administrative Agent: (i) original counterparts to this Agreement, duly executed by the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (iid) a Supplement to receipt by the Security AgreementAdministrative Agent of an opinion of Xxxxx Xxxx & Xxxxxxxx, special counsel for the Administrative Agent, substantially in the form of Exhibit C G hereto and covering such additional matters relating to the Security Agreement (the “Security Agreement Supplement”), duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form transactions contemplated hereby as the Collateral Agent Required Banks may reasonably request; (v) , such opinion to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, be in form and substance satisfactory to the Collateral Administrative Agent; (e) receipt by the Administrative Agent of a certificate signed by the Chief Financial Officer or the Chief Executive Officer and an Assistant Secretary-Treasurer or the Controller of the Borrower to the effect that the conditions set forth in clauses (the “Additional Mortgage”c) through (g), duly executed inclusive, of Section 3.03 have been satisfied as of the Effective Date and, in the case of clauses (c), (e) and (g), setting forth in reasonable detail the calculations required to establish such compliance; (f) receipt by the Additional [Borrower][Guarantor]Administrative Agent, with respect a copy for each Bank, of a certificate of an officer of the Borrower acceptable to the real property owned by the Additional [Borrower][Guarantor]Administrative Agent stating that all consents, authorizations, notices and filings required or advisable in connection with this Agreement are in full force and effect, and the Administrative Agent shall have received evidence thereof reasonably satisfactory to it; (Bg) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable evidence satisfactory to the documents required Administrative Agent that arrangements have been made for payment in full of all amounts owed under Section 7.01(o) of the Financing Prior 364-Day Credit Agreement; (vih) a supplement receipt by the Administrative Agent and the Syndication Agent (or their respective assigns) and by each Bank of all fees required to be paid in the respective amounts heretofore mutually agreed, and all expenses for which invoices have been presented, on or before the Effective Date; and (i) receipt by the Administrative Agent of all documents the Required Banks may reasonably request relating to the Intercompany Subordination Agreementexistence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Collateral Administrative Agent, duly executed by . The Administrative Agent shall promptly notify the Additional [Borrower][Guarantor]; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in Borrower and the opinion Banks of the Collateral AgentEffective Date, desirable to perfect the security interests purported to and such notice shall be created by the Security Agreement Supplement conclusive and any Mortgage; (viii) a written opinion of counsel to the Loan Parties as to such matters as the Collateral Agent may reasonably request; and (ix) such other agreements, instruments or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by binding on all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liensparties hereto.

Effectiveness. This Agreement Amendment shall become effective upon its execution by on the Collateral Agent and receipt by date (the Collateral Agent “Amendment No. 1 Effective Date”) on which each of the followingfollowing conditions precedent are satisfied: (a) The Administrative Agent shall have received from the Company, in each case in form Departing Borrower, each Lender, the L/C Issuer and substance the Swing Line Lender either (i) a counterpart of this Amendment duly executed and delivered on behalf of such party or (ii) written evidence satisfactory to the Collateral Agent:Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Amendment) that such party has duly executed and delivered a counterpart of this Amendment; (b) The Administrative Agent shall have received for the Company (i) an original counterparts certificate of good standing certified as of a date not earlier than 30 days prior to this Agreement, duly executed the date hereof by the Borrower, each Guarantor, the Additional [Borrower][Guarantor] Secretary of State of Delaware and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (ii) a Supplement to signed certificate dated the Security Amendment No. 1 Effective Date from the Company’s Secretary or an Assistant Secretary certifying that its certificate incorporation and bylaws have not been amended, supplemented or otherwise modified since June 7, 2019 or, if so, attaching true, complete and correct copies of each such document as so amended, supplemented or modified; (c) The Administrative Agent shall have received copies of resolutions of the Company’s Board of Directors authorizing the execution and delivery of the Credit Agreement, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required to be delivered to amendment thereof, and the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company consummation of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; (v) to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real propertytransactions contemplated hereby, together with specimen signatures of the persons authorized to execute such other agreementsdocuments on behalf of the Company, instruments and documents as all certified in each instance by its Secretary or Assistant Secretary on the Collateral Amendment No. 1 Effective Date; and (d) The Administrative Agent may reasonably require comparable shall have received on or prior to the documents required under Section 7.01(o) of the Financing Agreement; (vi) a supplement to the Intercompany Subordination Agreement, in form and substance Amendment No. 1 Effective Date evidence reasonably satisfactory to the Collateral Agent, duly executed by the Additional [Borrower][Guarantor]; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in the opinion Administrative Agent of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement and any Mortgage; (viii) a written opinion of counsel to the Loan Parties as to such matters as the Collateral Agent may reasonably request; and (ix) such other agreements, instruments or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all release of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted LiensDeparting Borrowers from their co-obligor and/or co-guarantor obligations under each Note Purchase Agreements.

Effectiveness. This Agreement shall become effective upon its execution by on the Collateral Agent and date that each of the following conditions shall have been satisfied or waived in accordance with Section 9.05 hereof: (a) receipt by the Collateral Agent of counterparts hereof signed by each of the followingparties hereto; (b) receipt by the Agent for the account of each Bank, in each case in form and substance satisfactory to if requested by such Bank, of a duly executed Note dated the Collateral Agent:Effective Date complying with the provisions of Section 2.04; (c) receipt by the Agent of (i) original counterparts to this Agreement, duly executed by a perfection certificate from the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (ii) a Supplement to the Security Agreement, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; (v) to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreement; (vi) a supplement to the Intercompany Subordination Agreement, Borrower in form and substance reasonably satisfactory to the Collateral Agent, duly executed by (ii) copies of the Additional [Borrower][Guarantor]results of current UCC lien searches (or the equivalent in the applicable jurisdictions), such results to be in form and substance reasonably satisfactory to the Agent; (iii) authorizations to file UCC financing statements (or the equivalent in the applicable jurisdictions), with such financing statements to be in form and substance reasonably satisfactory to the Agent, (iv) control agreements (or the equivalent in the applicable jurisdictions) to the extent applicable, (v) the Security Agreement, and (vi) such other documents, instruments and/or agreements as the Agent may reasonably require to perfect its security interest in the Collateral in the relevant jurisdictions; (viid) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in receipt by the Agent of the legal opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Collateral AgentBorrower, desirable to perfect the security interests purported to be created by the Security Agreement Supplement and any Mortgage; (viii) a written opinion of counsel addressed to the Loan Parties as to Agent and the Banks and covering such matters relating to the transactions contemplated hereby as the Collateral Agent may reasonably request; (e) receipt by the Agent of a certificate manually signed by an officer of the Borrower to the effect set forth in clauses (b) (if the Borrower is submitting a Notice of Borrowing on the Effective Date), (c) and (d) of Section 3.02, such certificate to be dated the Effective Date and to be in form and substance satisfactory to the Agent; (f) receipt by the Agent of a manually signed certificate from the Secretary or Assistant Secretary of the Borrower in form and substance satisfactory to the Agent and dated the Effective Date as to the incumbency of, and bearing manual specimen signatures of, the Authorized Signatories who are authorized to execute and take actions under the Loan Documents for and on behalf of the Borrower, and certifying and attaching copies of (i) Charter Documents, with all amendments thereto, (ii) the resolutions of the Borrower’s Board of Directors authorizing the transactions contemplated hereby, (iii) the Prospectus, (iv) the investment advisory agreement between the Borrower and the Investment Adviser as then in effect, along with any other investment management or submanagement agreements to which the Borrower is a party as then in effect, (v) the Custody Agreement then in effect and (vi) the Borrower’s Annual Report to Shareholders for the fiscal year ended December 31, 2007; (g) a legal existence and good standing certificate for the Borrower from the Secretary of State of the State of Maryland, dated as of a recent date; (h) a copy of the certificate of incorporation of the Borrower, with all amendments, certified as of a recent date by the Secretary of State of the State of Maryland; (i) the Banks being satisfied in their sole discretion that there has been no material adverse change in the business, assets or financial condition of the Borrower since December 31, 2007; (j) the Agent shall have received the ARPS Payoff Letter; and (ixk) such other agreements, instruments or other documents reasonably requested receipt by the Agents in order to create, perfect, establish Agent of payment of all reasonable fees and expenses (including reasonable fees and disbursements of special counsel for the first priority (subject to Permitted LiensAgent) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect then payable hereunder for which invoices have been presented. The Agent shall promptly notify the intent that such Subsidiary shall become bound by all Borrower and the Banks of the termsEffective Date, covenants and agreements contained in the Loan Documents such notice shall be conclusive and that binding on all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liensparties hereto.

Effectiveness. This Agreement shall become effective upon its execution by on the Collateral Agent and date that each of the following conditions shall have been satisfied (or waived in accordance with Section 9.05): (a) receipt by the Collateral Administrative Agent of counterparts of this Agreement signed in number sufficient for each party by each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party); (b) receipt by the Administrative Agent for the account of each Lender of a duly executed Revolving Credit Note dated on or before the Effective Date complying with the provisions of Section 2.05; (c) receipt by the Administrative Agent for the account of the Swing Line Lender of the duly executed Swing Line Note dated on or before the Effective Date complying with the provisions of Section 2.05; (d) receipt by the Administrative Agent of the following, in each case duly executed Guaranty (which must be in form and substance satisfactory to the Collateral Administrative Agent: (i) original counterparts to this Agreement, duly executed by dated on or before the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereofEffective Date; (iie) a Supplement to receipt by the Security AgreementAdministrative Agent of an opinion of Xxxxx Xxxx LLP, counsel for the Borrower and the Guarantor Subsidiaries, substantially in the form of Exhibit C E hereto (or such other form as is acceptable to the Security Agreement (the “Security Agreement Supplement”), duly executed by the Additional [Borrower][Guarantor], Administrative Agent) and any instruments of assignment or other documents required to be delivered covering such additional matters relating to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form transactions contemplated hereby as the Collateral Administrative Agent may reasonably request; (vf) receipt by the Administrative Agent of all fees payable on or prior to the extent required under Section 7.01(bEffective Date; (g) receipt by the Administrative Agent of all documents it may reasonably request relating to the corporate, partnership or limited liability company, as the case may be, existence of the Financing Agreement (A) a MortgageBorrower and each Guarantor Subsidiary and the corporate, partnership or limited liability company, as the case may be, authority for and the validity of this Agreement, the Notes and the Guaranty, all in form and substance satisfactory to the Collateral Agent Administrative Agent; (the “Additional Mortgage”), duly executed h) receipt by the Additional [Borrower][Guarantor], Administrative Agent of all documents it may reasonably request relating to the granting of a perfected security interest or lien for the ratable benefit of the Lenders with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) 65% of Borrower's direct or indirect ownership interest in each Foreign Subsidiary which constitutes a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing AgreementMaterial Subsidiary; (vii) a supplement receipt by the Administrative Agent of all documents it may reasonably request relating to the Intercompany Subordination Agreementpayoff and termination of Borrower's existing credit facilities with Bank of America, in form N.A. and substance reasonably satisfactory to the Collateral Agent, duly executed by the Additional [Borrower][Guarantor]other lenders constituting members of such lending syndicate; (viij) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created receipt by the Security Agreement Supplement and any Mortgage;Administrative Agent of evidence satisfactory to it that since September 30, 2003, there has been no change or event that has caused a Material Adverse Effect; and (viiik) a written opinion receipt by the Administrative Agent of counsel to such other documents and instruments consistent with the Loan Parties as to such matters terms of this Agreement as the Collateral Administrative Agent may reasonably request; and (ix) such other agreements, instruments or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liens.;

Effectiveness. This Agreement shall become effective upon its execution by on the Collateral Agent and date that each of the following conditions shall have been satisfied (or waived in accordance with Section 9.05): (a) receipt by the Collateral Administrative Agent of counterparts hereof signed by each of the followingparties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telecopy, telex or other written confirmation from such party of execution of a counterpart hereof by such party); (b) receipt by the Administrative Agent of (i) an opinion of the general counsel of the Borrower, substantially in the form of Exhibit E-1 hereto and (ii) an opinion of Xxxxxxxx, Xxxxxxxx & Xxxxxx, P.A., special counsel for the Borrower, substantially in the form of Exhibit E-2 hereto, and, in each case case, covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request; (c) receipt by the Administrative Agent of an opinion of Xxxxx Xxxx & Xxxxxxxx, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request; (d) receipt by the Administrative Agent of a certificate signed by a Vice President, the Treasurer, an Assistant Treasurer or the Controller of the Borrower, dated the Effective Date, to the effect set forth in clauses (c) and (d) of Section 3.02; (e) receipt by the Administrative Agent of all documents it may have reasonably requested prior to the date hereof relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Collateral Administrative Agent: (i) original counterparts to this Agreement, duly executed by the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (ii) a Supplement to the Security Agreement, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; (v) to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreement; (vi) a supplement to the Intercompany Subordination Agreement, in form and substance reasonably satisfactory to the Collateral Agent, duly executed by the Additional [Borrower][Guarantor]; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement and any Mortgage; (viii) a written opinion of counsel to the Loan Parties as to such matters as the Collateral Agent may reasonably request; and (ixf) such other agreements, instruments or other documents reasonably requested receipt by the Agents in order Administrative Agent of evidence satisfactory to createit of the payment of all principal of and interest on any loans outstanding under, perfectand all accrued commitment fees under, establish the first priority (subject to Permitted Liens) Existing Credit Agreements and the cancellation or the expiration of any letter of credit issued thereunder; provided that this Agreement shall not become effective or otherwise protect be binding on any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by party hereto unless all of the termsforegoing conditions are satisfied not later than August 29, covenants 2001. The Administrative Agent shall promptly notify the Borrower and agreements contained the Banks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto. The Borrower and the Banks party to the Existing Credit Agreement, comprising the "Required Banks" as defined therein, hereby agree that (i) the commitments of the lenders under the Existing Credit Agreement shall terminate in their entirety immediately and automatically upon the effectiveness of this Agreement, without further action by any party to the Existing Credit Agreement, (ii) all accrued fees under the Existing Credit Agreement shall be due and payable at such time and (iii) subject to the funding loss indemnities in the Loan Documents Existing Credit Agreement, the Borrower may prepay any and that all property and assets loans outstanding thereunder on the date of such Subsidiary shall become Collateral for the Obligations free and clear effectiveness of all Liens other than Permitted Liensthis Agreement.

Effectiveness. This Agreement shall become effective upon its the execution and delivery hereof by the Collateral Agent and receipt by parties hereto. If the Collateral Agent foregoing is in accordance with your understanding of the following, in each case in form and substance satisfactory to agreement between the Collateral Agent: (i) original counterparts to this Agreement, duly executed by the Borrower, each Guarantor, the Additional [Borrower][Guarantor] Company and the Collateral AgentPlacement Agents, together with the Schedules referred to in Section 2(b) hereof; (ii) a Supplement to the Security Agreement, substantially kindly indicate your acceptance in the form space provided for that purpose below. Very truly yours, FUELCELL ENERGY, INC. By: Name: Title: Accepted as of the date first above written: CANACCORD XXXXX INC. By: Name: Title: LAZARD CAPITAL MARKETS LLC By: Name: Title: Exhibit C A: Subscription Agreements Exhibit B: Pricing Information Exhibit C: Form of Lock-Up Letter LAZARD CAPITAL MARKETS LLC 30 Xxxxxxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 CANACCORD XXXXX INC. 99 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Dear Sirs: In order to the Security Agreement induce Lazard Capital Markets LLC (“Lazard”) and Canaccord Xxxxx Inc. (“Canaccord”) to enter in to a certain placement agency agreement with FuelCell Energy, Inc., a Delaware corporation (the “Security Agreement SupplementCompany”), duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; (v) to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property public offering (the “Offering”) of shares of the Company’s Common Stock, par value $0.0001 per share (“Common Stock”), the undersigned hereby agrees that for a period of ninety (90) days following the date of this Agreement (the “lock-up period”), the undersigned will not, without the prior written consent of Lazard and Canaccord, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including, without limitation, shares of Common Stock or any such securities which may be deemed to be beneficially owned by the Additional [Borrower][Guarantor]undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent same may reasonably require comparable be amended or supplemented from time to time (such shares or securities, the “Beneficially Owned Shares”)), (ii) enter into any swap, hedge or other agreement or arrangement that transfers in whole or in part, the economic risk of ownership of any Beneficially Owned Shares, Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, or (iii) engage in any short selling of any Beneficially Owned Shares, Common Stock or securities convertible into or exercisable or exchangeable for Common Stock. If (i) the Company issues an earnings release or material news or a material event relating to the documents required under Section 7.01(oCompany occurs during the last seventeen (17) days of the Financing Agreement; lock-up period, or (viii) a supplement prior to the Intercompany Subordination Agreement, in form and substance reasonably satisfactory to the Collateral Agent, duly executed by the Additional [Borrower][Guarantor]; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in the opinion expiration of the Collateral Agentlock-up period, desirable to perfect the security interests purported to be created by Company announces that it will release earnings results during the Security Agreement Supplement and any Mortgage; sixteen (viii) a written opinion of counsel to 16)-day period beginning on the Loan Parties as to such matters as the Collateral Agent may reasonably request; and (ix) such other agreements, instruments or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all last day of the termslock-up period, covenants and agreements contained in the Loan Documents and that all property and assets restrictions imposed by this Agreement shall continue to apply until the expiration of such Subsidiary shall become Collateral for the Obligations free and clear eighteen (18)-day period beginning on the issuance of all Liens other than Permitted Liensthe earnings release or the occurrence of the material news or material event.

Effectiveness. This Agreement Amendment shall become effective upon its execution by as of the Collateral Agent and date hereof, subject to the satisfaction of each of the following conditions precedent: (a) receipt by the Collateral Administrative Agent of counterparts of this Amendment (whether by facsimile or otherwise) executed by each of the followingparties hereto; (b) receipt by the Administrative Agent of counterparts of the Fee Letter (whether by facsimile or otherwise) executed by each of the parties thereto; (c) receipt by the Administrative Agent of a standard corporate enforceability opinion addressed to the Administrative Agent, in each case the Lender, the LC Bank and the LC Participant covering such matters as the Administrative Agent may reasonably request in form and substance satisfactory to the Collateral Administrative Agent:; (d) receipt by the Administrative Agent of resolutions and secretary’s certificates of the Borrower and the Servicer in connection with this Amendment and the transactions contemplated hereby; (e) evidence received by the Administrative Agent that (i) original counterparts to this Agreement, duly executed by the Borrower, each Guarantor, “Upfront Fee” under and as defined in the Additional [Borrower][Guarantor] Fee Letter and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (ii) a Supplement to the Security Agreement, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly executed each other fee or other amount owing by the Additional [Borrower][Guarantor], and Borrower on the date hereof under any instruments of assignment Transaction Document or other documents required to be delivered to in connection with this Amendment or the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documentstransactions contemplated hereby, in each case, accompanied by instruments of assignment and transfer have been paid in such form as fully in accordance with the Collateral Agent may reasonably request; (v) to the extent required under Section 7.01(b) terms of the Financing Agreement (A) a Mortgage, in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with Fee Letter or such other agreementsdocument to which such fee or amount is payable; provided that (x) the Borrower shall not be required to pay any fees, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) costs, expenses or disbursements of the Financing Agreement; (vi) a supplement to the Intercompany Subordination Agreement, in form and substance reasonably satisfactory to the Collateral Agent, duly executed by the Additional [Borrower][Guarantor]; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement and any Mortgage; (viii) a written opinion of internal counsel to the Loan Parties as Administrative Agent or any other Credit Party in connection with the execution of this Amendment or the transactions contemplated hereby and (y) the fees, costs, expenses and disbursements of external counsel to such matters as the Collateral Administrative Agent may reasonably requestand any other Credit Party in connection with the execution of this Amendment and the transactions contemplated hereby (excluding any amendment, restatement, supplement, consent or waiver, if any, of this Amendment or any other Transaction Document from time to time occurring after the date hereof) shall not exceed $50,000; and (ixf) receipt by the Administrative Agent of such other agreements, documents and instruments or other documents as the Administrative Agent may reasonably requested by request prior to the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liensdate hereof.

Effectiveness. This Agreement shall become effective upon its execution by the Collateral Agent and receipt by the Collateral Administrative Agent of the followingfollowing documents, each dated the Effective Date unless otherwise indicated: (a) counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of facsimile or other written confirmation from such party of execution of a counterpart hereof by such party); (b) a duly executed Note for the account of each case Bank requesting a Note dated on or before the Effective Date complying with the provisions of Section 2.04; (c) opinions of Pxxxxxxxxx Xxxxxxx & Wxxxx, P.C., Kansas counsel for the Borrower, and Bxxxxxxxx & Pxxxxxxxx, L.L.P., counsel for the Borrower, substantially in the respective forms of Exhibits B and C hereto; (d) evidence satisfactory to the Administrative Agent of the termination of the commitments to lend, and payment of all principal of and interest on any loans outstanding and of all fees accrued, under the Existing Agreement; (e) evidence satisfactory to the Administrative Agent that the Borrower shall have paid or shall concurrently pay all fees then due and payable to the Administrative Agent for the account of any Agent or Bank, as previously agreed; (f) a certificate of the chief financial officer of the Borrower certifying that no material adverse change has occurred since June 30, 2000 in the business, assets, liabilities (actual or contingent), operations or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole, or in the facts and information regarding such entities as represented to date, taken as a whole; and (g) all documents the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Collateral Administrative Agent: (i) original counterparts to . The Administrative Agent shall promptly notify the Borrower and each Bank of the effectiveness of this Agreement, duly executed by and such notice shall be conclusive and binding on all parties hereto. The Banks which are parties to the Borrower, each Guarantor, the Additional [Borrower][Guarantor] Existing Agreement and the Collateral Agent, together with Borrower agree that the Schedules referred to Commitments as defined in Section 2(b) hereof; (ii) a Supplement the Existing Agreement shall terminate automatically on the Effective Date without need for further action by any party to the Security Existing Agreement, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; (v) to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreement; (vi) a supplement to the Intercompany Subordination Agreement, in form and substance reasonably satisfactory to the Collateral Agent, duly executed by the Additional [Borrower][Guarantor]; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement and any Mortgage; (viii) a written opinion of counsel to the Loan Parties as to such matters as the Collateral Agent may reasonably request; and (ix) such other agreements, instruments or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liens.

Effectiveness. This Agreement shall become effective upon its execution by on the Collateral Agent and date that each of the following conditions shall have been satisfied or waived in accordance with Section 9.05 hereof: (a) receipt by the Collateral Agent of counterparts hereof signed by each of the followingparties hereto; (b) receipt by the Agent for the account of each Bank, in each case in form and substance satisfactory to if requested by such Bank, of a duly executed Note dated the Collateral Agent:Effective Date complying with the provisions of Section 2.04; (c) receipt by the Agent of (i) original counterparts to this Agreement, duly executed by a perfection certificate from the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (ii) a Supplement to the Security Agreement, Borrower substantially in the form of Exhibit C to G attached hereto, (ii) copies of the Security Agreement results of current UCC lien searches (or the “Security Agreement Supplement”equivalent in the applicable jurisdictions), duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required such results to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; (v) to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreement; (vi) a supplement to the Intercompany Subordination Agreement, in form and substance reasonably satisfactory to the Collateral Agent; (iii) authorizations to file UCC financing statements (or the equivalent in the applicable jurisdictions), with such financing statements to be in form and substance reasonably satisfactory to the Agent and the Borrower, (iv) the Control Agreement, (v) the Security Agreement, (vi) the Intercreditor Agreement in form and substance reasonably satisfactory to the Agent, duly executed by (vii) such other documents, instruments and/or agreements as the Additional [Borrower][Guarantor]Agent may reasonably require to perfect its security interest in the Collateral in the relevant jurisdictions; (viid) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in receipt by the Agent of the legal opinion of Ropes & Xxxx LLP, counsel for the Collateral AgentBorrower, desirable to perfect the security interests purported to be created by the Security Agreement Supplement and any Mortgage; (viii) a written opinion of counsel addressed to the Loan Parties as to Agent and the Banks and covering such matters relating to the transactions contemplated hereby as the Collateral Agent may reasonably request; (e) receipt by the Agent of a certificate manually signed by an officer of the Borrower to the effect set forth in clauses (b) (if the Borrower is submitting a Notice of Borrowing on the Effective Date), (c) and (d) of Section 3.02, such certificate to be dated the Effective Date and to be in form and substance satisfactory to the Agent; (f) receipt by the Agent of a manually signed certificate from the Secretary or Assistant Secretary of the Borrower in form and substance satisfactory to the Agent and dated the Effective Date as to the incumbency of, and bearing manual specimen signatures of, the Authorized Signatories who are authorized to execute and take actions under the Loan Documents for and on behalf of the Borrower, and certifying and attaching copies of (i) Charter Documents (other than those delivered pursuant to Section 3.01(h)), with all amendments thereto, (ii) the resolutions of the Borrower’s Board of Directors authorizing the transactions contemplated hereby, (iii) the Prospectus, (iv) the investment advisory agreement between the Borrower and the Investment Manager as then in effect, along with any other investment management or submanagement agreements to which the Borrower is a party as then in effect, (v) the Custody Agreement then in effect, (vi) the Borrower’s Annual Report to Shareholders for the fiscal year ended December 31, 2009, and (vii) a true, correct and complete copy of each MetLife Document as in effect on the date hereof; (g) a legal existence and good standing certificate for the Borrower from the Secretary of State of the State of Delaware, dated as of a recent date; (h) a copy of the declaration of trust of the Borrower, with all amendments, certified as of a recent date by the Secretary of State of the State of Delaware; (i) each Bank being satisfied in its sole discretion that there has been no material adverse change in the business, assets or financial condition of the Borrower since December 31, 2009; and (ixj) such other agreements, instruments or other documents reasonably requested receipt by the Agents in order Agent of payment of (i) all reasonable fees and expenses (including reasonable fees and disbursements of special counsel for the Agent) then payable hereunder for which invoices have been presented, and (ii) all fees then due and payable pursuant to create, perfect, establish Section 2.07(b). The Agent shall promptly notify the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect Borrower and the intent that such Subsidiary shall become bound by all Banks of the termsEffective Date, covenants and agreements contained in the Loan Documents such notice shall be conclusive and that binding on all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liensparties hereto.

Effectiveness. This Agreement shall become effective upon its execution by Amendment will take effect on the Collateral Agent and receipt by date on which the Collateral Agent following conditions are satisfied or waived in accordance with Section 13.1 of the following, in each case in form and substance satisfactory to Credit Agreement (the Collateral Agent:“Amendment Effective Date”): (ia) original The Administrative Agent shall have received executed counterparts to of this Agreement, duly executed by Amendment from the Borrower, each Guarantorof the Guarantors, the Additional [Borrower][Guarantor] Administrative Agent and each of the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof;Lenders (including each Exiting Lender and each Continuing Lender). (iib) The Administrative Agent shall have received executed counterparts of that certain Fee Letter dated as of the date hereof from the Borrower. (c) The Administrative Agent shall have received a Supplement to certificate of the Security AgreementCredit Parties, substantially in dated the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”)Amendment Effective Date, duly executed by the Additional [Borrower][Guarantor]President or any Vice President and the Secretary or any Assistant Secretary of each Credit Party, and any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) attaching a Pledge Amendment to the Security Agreement to which the parent company copy of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; (v) to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreement; (vi) a supplement to the Intercompany Subordination Agreementresolutions, in form and substance reasonably satisfactory to the Collateral Administrative Agent, of the board of directors or managers of each Credit Party (or a duly executed by authorized committee thereof) authorizing the Additional [Borrower][Guarantor];execution, delivery and performance of this Amendment (including, but not limited to, the extension of the Maturity Date). (viid) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary orThe Administrative Agent shall have received the executed legal opinion of Xxxxxx & Xxxxxx LLP, counsel to the Borrower, in form and substance reasonably satisfactory to the opinion of Administrative Agent. The Borrower, the Collateral Agent, desirable other Credit Parties and the Administrative Agent hereby instruct such counsel to perfect the security interests purported to be created by the Security Agreement Supplement and any Mortgage;deliver such legal opinion. (viiie) a written opinion The Administrative Agent shall have received the amendment fees and all reasonable out-of-pocket fees, costs and expenses incurred in connection with the negotiation, preparation, execution and delivery of this Amendment and related documents (including the reasonable fees, charges and disbursements of counsel to the Loan Parties as to such matters as Administrative Agent). The Administrative Agent shall notify the Collateral Agent may reasonably request; and (ix) such other agreements, instruments or other documents reasonably requested by Borrower and the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all Lenders of the termsAmendment Effective Date, covenants and agreements contained in the Loan Documents such notice shall be conclusive and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liensbinding.

Effectiveness. This Agreement shall become effective upon its execution on the date that each of the following conditions shall have been satisfied or waived in writing by the Collateral Agent and the Lenders in accordance with Section 11.01: (a) receipt by the Collateral Agent and each Lender of counterparts hereof and each other Loan Document signed by each of the following, in each case in form parties hereto and substance satisfactory to the Collateral Agent: (i) original counterparts to this Agreement, duly executed by the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereofthereto; (iib) receipt by each Lender, if requested by such Lxxxxx, of a Supplement to the Security Agreement, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly executed by Note dated on or before the Additional [Borrower][Guarantor], and any instruments Effective Date complying with the provisions of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereofSection 2.09; (iiic) receipt by the Agent of a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing completed Perfection Certificate for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereofBorrower; (Ad) certificates, if any, representing 100% receipt by the Agent of copies of the issued and outstanding Equity interests results of current Uniform Commercial Code (“UCC”) lien searches in the Additional [Borrower][Guarantor] required jurisdiction in which the Borrower is organized, such results to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; (v) to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreement; (vi) a supplement to the Intercompany Subordination Agreement, in form and substance reasonably satisfactory to the Collateral Agent, duly executed by Agent and the Additional [Borrower][Guarantor]Lenders; (viie) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in receipt by the Agent of the legal opinion of Dechert LLP, counsel for the Collateral AgentBorrower, desirable to perfect the security interests purported to be created by the Security Agreement Supplement and any Mortgage; (viii) a written opinion of counsel covering such matters relating to the Loan Parties as to such matters transactions contemplated hereby as the Collateral Agent may reasonably request; (f) receipt by the Agent of a certificate manually signed by an officer of the Borrower to the effect set forth in clauses (b) (if the Borrower is submitting a Borrowing Notice on the Effective Date), (c) (provided if the Borrower is not submitting a Borrowing Notice on the Effective Date, references to borrowings shall not be required) and (d) of Section 4.02, such certificate to be dated the Effective Date and to be in form and substance satisfactory to the Agent; (g) receipt by the Agent of a manually signed certificate from the Secretary or Assistant Secretary of the Borrower in form and substance reasonably satisfactory to the Agent and dated the Effective Date as to the incumbency of, and bearing manual specimen signatures of, the Authorized Signatories who are authorized to execute and take actions under the Loan Documents for and on behalf of the Borrower, and certifying and attaching copies of (i) Charter Documents, with all amendments thereto, (ii) the resolutions of the Borrower’s Board of Trustees authorizing the transactions contemplated hereby, (iii) the current Prospectus as then in effect, (iv) the investment advisory agreement between the Borrower and the Investment Manager as then in effect, and (v) the Custody Agreement then in effect; (h) receipt by the Agent of a manually signed certificate from the principal financial officer, treasurer or controller of the Borrower in form and substance reasonably satisfactory to the Agent and dated the Effective Date (i) certifying and attaching copies of the Borrower’s statement of assets and liabilities referred to in Section 5.08(a), and (ii) certifying as to the Adjusted Net Assets, in each case as of the close of business on the Business Day immediately preceding the Effective Date; (i) receipt by the Agent of a legal existence and good standing certificate for the Borrower from the Secretary of State of the State of Delaware, dated as of a recent date; (j) receipt by the Agent of all documents, opinions and instruments it may reasonably request prior to the execution of this Agreement relating to compliance with applicable rules and regulations promulgated by the Federal Reserve Board (including, without limitation, a Form FR U-1) and other governmental and regulatory authorities, the existence of the Borrower, the authority for and the validity and enforceability of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Agent; and (ixk) such other agreements, instruments or other documents reasonably requested receipt by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) Agent of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all payment of the terms, covenants fees contemplated by Section 2.07(b) and agreements contained in the Loan Documents all other reasonable fees and that all property expenses (including reasonable fees and assets disbursements of such Subsidiary shall become Collateral special counsel for the Obligations free and clear of all Liens other than Permitted LiensAgent) then payable hereunder.

Effectiveness. This Agreement shall become effective upon its execution by on the Collateral Agent and date that each of the following conditions shall have been satisfied (or waived in accordance with Section 9.05): (a) receipt by the Collateral Administrative Agent of counterparts hereof signed by each of the followingparties hereto (or, in each the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telecopy, telex or other written confirmation from such party of execution of a counterpart hereof by such party); (b) receipt by the Administrative Agent of an opinion of the General Counsel of the Borrower substantially in the form of Exhibit E1 hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request; (c) receipt by the Administrative Agent of an opinion of Xxxxx Xxxxxxxxxx, special counsel for the Borrower, substantially in the form of Exhibit E2 hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request; (d) receipt by the Administrative Agent of an opinion of Xxxxx Xxxx & Xxxxxxxx, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request; (e) receipt by the Administrative Agent of a certificate signed by a Vice President, the Treasurer or the Controller of the Borrower, dated the Effective Date, to the effect set forth in clauses (c) and (d) of Section 3.02; (f) receipt by the Administrative Agent of all documents it may have reasonably requested prior to the date hereof relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Collateral Administrative Agent: (i) original counterparts to this Agreement, duly executed by the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (ii) a Supplement to the Security Agreement, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; (v) to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreement; (vi) a supplement to the Intercompany Subordination Agreement, in form and substance reasonably satisfactory to the Collateral Agent, duly executed by the Additional [Borrower][Guarantor]; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement and any Mortgage; (viii) a written opinion of counsel to the Loan Parties as to such matters as the Collateral Agent may reasonably request; and (ixg) such other agreements, instruments or other documents reasonably requested receipt by the Agents in order Administrative Agent of evidence satisfactory to createit of the payment of all principal of and interest on any loans outstanding under, perfectand all accrued commitment fees under, establish the first priority (subject to Permitted Liens) Existing Credit Agreement and the cancellation or the expiration of any letter of credit issued thereunder; PROVIDED that this Agreement shall not become effective or otherwise protect be binding on any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by party hereto unless all of the termsforegoing conditions are satisfied not later than August 24, covenants 1998. The Administrative Agent shall promptly notify the Borrower and agreements contained the Banks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto. The Borrower and the Banks party to the Existing Credit Agreement, comprising the "Required Banks" as defined therein, hereby agree that (i) the commitments of the lenders under the Existing Credit Agreement shall terminate in their entirety immediately and automatically upon the effectiveness of this Agreement, without further action by any party to the Existing Credit Agreement, (ii) all accrued fees under the Existing Credit Agreement shall be due and payable at such time and (iii) subject to the funding loss indemnities in the Loan Documents Existing Credit Agreement, the Borrower may prepay any and that all property and assets loans outstanding thereunder on the date of such Subsidiary shall become Collateral for the Obligations free and clear effectiveness of all Liens other than Permitted Liensthis Agreement.

Effectiveness. This Amendment, the effectiveness of the Second Amendment Incremental Revolving Commitments and the amendment of the Credit Agreement contemplated hereby shall become effective upon its execution by as of the Collateral Agent and first date (the “Second Amendment Effective Date”) on which each of the following conditions is satisfied: (a) receipt by the Collateral Administrative Agent of counterparts hereof signed by each of the followingparties hereto, in each case in form and substance satisfactory to the Collateral Agent: (i) original counterparts to this Agreement, duly executed by including the Borrower, each Guarantorother Loan Party and each of the Issuing Banks and Incremental Lenders (constituting the Required Banks) (which, subject to Section 9.9(b) of the Additional [Borrower][Guarantor] and the Collateral AgentExisting Credit Agreement, together with the Schedules referred to in Section 2(b) hereofmay include any Electronic Signatures transmitted by telecopy, emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page); (iib) receipt by the Administrative Agent for the account of each Incremental Lender requesting a Supplement to the Security Agreement, substantially in the form Note of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), a duly executed by Note dated on or before the Additional [Borrower][Guarantor], and any instruments Second Amendment Effective Date complying with the provisions of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company Section 2.5 of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; (v) to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Credit Agreement; (vic) receipt by the Administrative Agent of a supplement to favorable written opinion of counsel for the Intercompany Subordination Agreement, Loan Parties in form and substance reasonably satisfactory to the Collateral Administrative Agent, duly executed by the Additional [Borrower][Guarantor]; (viid) receipt by the Administrative Agent of a certificate of the secretary or assistant secretary of the Borrower and each Guarantor, dated as of the Second Amendment Effective Date, certifying (i) that attached thereto is a true and complete copy of each organizational document of the Borrower or such Guarantor certified (to the extent applicable) as of a recent date by the appropriate financing statements on Form UCC-1 Governmental Authority, (ii) that attached thereto is a true and complete copy of resolutions duly filed adopted by the board of directors (or equivalent governing body) of the Borrower or such Guarantor authorizing (A) the execution, delivery and performance of the Amendment and (B) in such office or offices as may be necessary orthe case of the Borrower, the Borrowings under the Credit Agreement (including in respect of the Second Amendment Incremental Revolving Commitments), and, in each case, that such resolutions have not been modified, rescinded or amended and are in full force and effect, (iii) as to the opinion incumbency and specimen signature of each officer executing the Amendment or any other document delivered in connection herewith on behalf of the Collateral Agent, desirable Borrower or such Guarantor (together with a certificate of another officer as to perfect the security interests purported incumbency and specimen signature of the secretary or assistant secretary executing the certificate in this clause (d)) and (iv) that there have been no changes in the certificate of incorporation or bylaws (or equivalent organizational document) of the Borrower or such Guarantor from the certificate of incorporation or bylaws (or equivalent organizational document) delivered pursuant to be created by the Security Agreement Supplement and any Mortgageclause (i) above; (viiie) receipt by the Administrative Agent of all fees and expenses payable to the Administrative Agent or any Incremental Lender on or prior to the Second Amendment Effective Date hereunder and pursuant to any separate agreements entered into by the Borrower and the Arranger or the Administrative Agent, including reimbursement or payment of all reasonable out-of-pocket expenses (including the expenses of counsel) required to be reimbursed or paid by the Borrower hereunder, in each case to the extent invoiced at least two Business Days prior to the Second Amendment Effective Date; (f) (i) receipt by the Administrative Agent prior to the Second Amendment Effective Date of all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, that has been requested prior to the Second Amendment Effective Date, and (ii) to the extent that any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, receipt by each Bank that has requested, in a written opinion of counsel notice to the Loan Parties Borrower prior to the Second Amendment Effective Date, a Beneficial Ownership Certification in relation to the Borrower, of each requested Beneficial Ownership Certification; (g) receipt by the Administrative Agent of a certificate of existence and/or good standing of the Borrower and the Guarantors issued as to of a recent date by the Secretary of State in which such matters as the Collateral Agent may reasonably requestPerson is incorporated or formed; and (ixh) such other agreements, instruments or other documents reasonably requested receipt by the Agents in order to createAdministrative Agent of a certificate, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all dated as of the termsSecond Amendment Effective Date and signed by the President, covenants a Vice President or a Financial Officer of the Borrower, confirming accuracy of the representations and agreements contained warranties set forth in Section 3 hereof. The Administrative Agent shall notify the Loan Documents Borrower and that all property the Banks of the Second Amendment Effective Date, and assets of such Subsidiary notice shall become Collateral for the Obligations free be conclusive and clear of all Liens other than Permitted Liensbinding.

Effectiveness. This Agreement shall become effective upon its execution by the Collateral Agent and receipt by the Collateral Agent as of the followingdate (the “Effective Date”) on which each of the following conditions precedent shall have been satisfied: (a) The Administrative Agent shall have received duly executed counterparts of this Agreement which, when taken together, bear the signatures of each Loan Party and each Incremental Tranche A-1 Term Lender. (b) Each of the conditions set forth in paragraphs (b) and (c) of Section 4.01 of the Credit Agreement shall be satisfied, and the Administrative Agent shall have received a certificate to that effect dated as of the Effective Date and executed by a Responsible Officer of the U.S. Borrower. (c) As of the Effective Date, and after giving effect to the funding in full of the Incremental Tranche A-1 Term Loans on the Effective Date, the U.S. Borrower would be in Pro Forma Compliance and the Leverage Ratio would not exceed 3.25 to 1.00, and the Administrative Agent shall have received a certificate to that effect dated as of the Effective Date and executed by a Responsible Officer of the U.S. Borrower. (d) The Administrative Agent shall have received (i) a favorable written opinion of (x) the General Counsel or Assistant General Counsel of the U.S. Borrower, (y) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for Holdings and the Borrowers and (z) Wragge & Co LLP, counsel for the U.K. Borrower, in each case addressed to the Administrative Agent, the Lenders (including the Incremental Tranche A-1 Term Lenders) and the Issuing Bank, (ii) corporate authorizations and (iii) officer’s certificates, in each case in form and substance satisfactory to the Collateral Agent: (i) original counterparts to this Agreement, duly executed by the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (ii) a Supplement to the Security Agreement, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; (v) to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreement; (vi) a supplement to the Intercompany Subordination Agreement, in form and substance reasonably satisfactory to the Collateral Administrative Agent. Holdings and the Borrowers hereby request such counsel to deliver such opinion. (e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, duly executed including all Upfront Fees (as defined in Section 8) and, to the extent invoiced one Business Day prior to the Effective Date, reimbursement or payment of all reasonable out-of-pocket expenses required to reimbursed or paid by the Additional [Borrower][Guarantor]; (vii) appropriate financing statements on Form UCC-1 duly filed in such office Borrowers hereunder or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement and under any Mortgage; (viii) a written opinion of counsel to the other Loan Parties as to such matters as the Collateral Agent may reasonably request; and (ix) such other agreements, instruments or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted LiensDocument.

Effectiveness. This Agreement shall become effective upon its execution by on the Collateral Agent and date that each of the following conditions shall have been satisfied (or waived in accordance with Section 9.5): (a) receipt by the Collateral Administrative Agent of counterparts hereof signed by each of the followingparties hereto (or, in each the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form and substance satisfactory to it of telecopy or other written confirmation from such party of execution of a counterpart hereof by such party); (b) receipt by the Collateral Agent:Administrative Agent for the account of each Bank requesting a Note of a duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.5; (c) receipt by the Administrative Agent of a certificate of the chief financial officer, the treasurer or an assistant treasurer of each Borrower stating that the representations and warranties of each Borrower set forth in Article IV hereof are true in all material respects as of the date of such certificate; (d) receipt by the Administrative Agent of (i) original counterparts to this Agreementan opinion of Xxxxxxxx Xxxxxxxxx, duly executed by the Borrower, each Guarantor, the Additional [Borrower][Guarantor] Senior Vice President and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; (ii) a Supplement to the Security AgreementGeneral Counsel of IR Parent, substantially in the form of Exhibit C E hereto and (ii) an opinion of Xxxxxxx, Xxxx & Xxxxxxx, Bermuda counsel to the Security Agreement (the “Security Agreement Supplement”)Borrowers, duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, substantially in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereofF hereto; (e) receipt by the Administrative Agent of a certificate of the secretary or assistant secretary of each Borrower, dated as of the Effective Date, certifying (i) that attached thereto is a true and complete copy of each organizational document of such Borrower certified (to the extent applicable) as of a recent date by the appropriate Governmental Authority of Bermuda, (ii) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors of such Borrower authorizing (A) certificatesthe execution, if any, representing 100% delivery and performance of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security this Agreement and each Subsidiary of the Additional [Borrower][Guarantor] Notes to which such Borrower is a party and (B) all original promissory notes of such Additional [Borrower][Guarantor]the Borrowings hereunder, if any, that are required to be delivered under the Loan Documentsand, in each case, accompanied by instruments of assignment that such resolutions have not been modified, rescinded or amended and transfer are in such form full force and effect, (iii) as the Collateral Agent may reasonably request; (v) to the extent required under Section 7.01(bincumbency and specimen signature of each officer executing this Agreement or any Note or any other document delivered in connection herewith on behalf of such Burrower (together with a certificate of another officer as to the incumbency and specimen signature of the secretary or assistant secretary executing the certificate in this clause (e)) and (iv) that there have been no changes in the certificate of incorporation or bylaws (or equivalent organizational document) of such Borrower from the Financing Agreement certificate of incorporation or bylaws (Aor equivalent organizational document) a Mortgage, in form and substance satisfactory delivered pursuant to the Collateral Agent clause (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (Bi) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreement; (vi) a supplement to the Intercompany Subordination Agreement, in form and substance reasonably satisfactory to the Collateral Agent, duly executed by the Additional [Borrower][Guarantor]; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement and any Mortgage; (viii) a written opinion of counsel to the Loan Parties as to such matters as the Collateral Agent may reasonably requestabove; and (ixf) such other agreements, instruments or other documents reasonably requested receipt by the Agents in order Administrative Agent of all fees and expenses payable to createthe Administrative Agent or any Bank on or prior to the Effective Date hereunder and under the Fee Letters, perfect, establish including reimbursement or payment of all reasonable out-of-pocket expenses (including the first priority (subject to Permitted Liensexpenses of counsel) of or otherwise protect any Lien purported required to be covered reimbursed or paid by the Borrowers hereunder, in each case , to the extent invoiced at least two Domestic Business Days prior to the Effective Date; provided that this Agreement shall not become effective or be binding on any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by party hereto unless all of the termsforegoing conditions are satisfied not later than July 15, covenants 2008. The Administrative Agent shall promptly notify the Borrowers and agreements contained in the Loan Documents Banks of the Effective Date, and that such notice shall be conclusive and binding on all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liensparties hereto.

Effectiveness. This Agreement Amendment shall become effective upon its execution by as of the Collateral Agent and date hereof, subject to the satisfaction of each of the following conditions precedent: 4.01 receipt by the Collateral Administrative Agent of counterparts of this Amendment (whether by facsimile or otherwise) executed by each of the following, in parties hereto; 738970613 16499153 4.02 receipt by the Administrative Agent of counterparts of the Fee Letter (whether by facsimile or otherwise) executed by each case of the parties hereto; 4.03 receipt by the Administrative Agent of standard corporate enforceability opinion (covering no-conflicts with material agreements) addressed to the Administrative Agent and each Lender covering such matters as the Administrative Agent may reasonably request in form and substance satisfactory to the Collateral Administrative Agent:; 4.04 receipt by the Administrative Agent of customary resolutions and secretary’s certificates of the Borrower and the Servicer, certifying as appropriate as to: (i) original counterparts to all action taken by each such party in connection with this Agreement, duly executed by the Borrower, each Guarantor, the Additional [Borrower][Guarantor] Amendment and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereof; transactions contemplated hereby; (ii) a Supplement the names of the authorized officers authorized to the Security Agreement, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly executed by the Additional [Borrower][Guarantor], sign this Amendment and any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereof; Transaction Documents and their true signatures; and (iii) copies of its organizational documents as in effect on the date hereof certified by the appropriate state official where such documents are filed in a Pledge Amendment state office together with certificates from the appropriate state officials as to the Security Agreement to which continued existence and good standing of each such party in its jurisdiction of organization; 4.05 evidence received by the parent company of Administrative Agent that (i) the Additional [Borrower][Guarantor] is a party, “Amendment Fee” under and as defined in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] Fee Letter and (Bii) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered each other fee or other amount owing by the Borrower on the date hereof under any Transaction Document or in connection with this Amendment or the Loan Documentstransactions contemplated hereby, in each case, accompanied have been paid in fully in accordance with the terms of the Fee Letter or such other document to which such fee or amount is payable; and 4.06 receipt by the Administrative Agent of such other documents and instruments of assignment and transfer in such form as the Collateral Administrative Agent may reasonably request; (v) request prior to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreement; (vi) a supplement to the Intercompany Subordination Agreement, in form and substance reasonably satisfactory to the Collateral Agent, duly executed by the Additional [Borrower][Guarantor]; (vii) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement and any Mortgage; (viii) a written opinion of counsel to the Loan Parties as to such matters as the Collateral Agent may reasonably request; and (ix) such other agreements, instruments or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted Liensdate hereof.

Effectiveness. This Agreement Amendment shall become effective upon its execution by the Collateral Agent and receipt by the Collateral Agent as of the following, in each case in form and substance satisfactory to first date (the Collateral Agent“First Amendment Effective Date”) on which: (ia) original The Administrative Agent shall have received counterparts to this Agreement, hereof duly executed and delivered by each of the Borrower, each GuarantorBorrowers, the Additional [Borrower][Guarantor] Canadian Administrative Agent and each of the Collateral Agent, together with Lenders. (b) The Administrative Agent shall have received counterparts of the Schedules referred to Reaffirmation Agreement in Section 2(bthe form set forth on Exhibit A hereto (the “Reaffirmation Agreement”) hereofduly executed and delivered by each party thereto; (iic) a Supplement The Administrative Agent shall have received such favorable written opinions (addressed to the Security AgreementAdministrative Agent and the Lenders and dated as of the First Amendment Effective Date) of counsel for the Loan Parties, substantially in the form of Exhibit C with respect to such matters relating to the Security Agreement (the “Security Agreement Supplement”)Loan Parties, duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each casethis Amendment, accompanied by instruments of assignment the Reaffirmation Agreement and transfer in such form the transactions contemplated hereby as the Collateral Administrative Agent may shall reasonably request; (v) to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing Agreement; (vi) a supplement to the Intercompany Subordination Agreement, all in form and substance reasonably satisfactory to the Collateral Administrative Agent, duly executed by the Additional [Borrower][Guarantor];. Each Loan Party hereby requests such counsel to delivery such opinions. (viid) appropriate financing statements on Form UCC-1 duly filed in The Administrative Agent shall have received such office or offices documents and certificates as the Administrative Agent may be necessary orreasonably request relating to the organization, in existence and good standing of each Loan Party, the opinion authorization of this Amendment, the Collateral Agent, desirable to perfect Reaffirmation Agreement and the security interests purported to be created by the Security Agreement Supplement transactions contemplated hereby and any Mortgage; (viii) a written opinion of counsel other legal matters relating to the Loan Parties as Parties, the Loan Documents, this Amendment or the transactions contemplated hereby, all in form and substance reasonably satisfactory to such matters as the Collateral Agent may reasonably request; andAdministrative Agent. (ixe) such other agreementsThe Administrative Agent shall have received payment of all reasonable fees and reasonable out-of-pocket expenses, instruments to the extent invoiced, to be paid or other documents reasonably requested reimbursed to it by the Agents Company pursuant to the Credit Agreement, including those referred to in order Section 7. (f) The Company shall have paid to createthe Administrative Agent in immediately available funds, perfect, establish for the first priority (subject to Permitted Liens) account of or otherwise protect any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all each of the termsLenders entitled thereto, covenants and agreements contained the Amendment Fee referred to in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations free and clear of all Liens other than Permitted LiensSection 5 hereof.

Effectiveness. This Agreement The obligations of the Lenders to make Loans and of the Issuing Lender to issue Letters of Credit hereunder shall not become effective upon its execution by until the Collateral Agent and date on which each of the following conditions is satisfied (or waived in accordance with Section 11.05): (a) receipt by the Collateral Administrative Agent of counterparts hereof signed by each of the followingparties hereto (or, in each the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form and substance satisfactory to the Collateral Agent: (i) original counterparts to this Agreement, duly executed it of telegraphic or other written confirmation from such party of execution of a counterpart hereof by the Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to in Section 2(b) hereofsuch party); (iib) a Supplement receipt by the Administrative Agent of an opinion of Xxxxxx X. Xxxxxx, general counsel for the Company, substantially in the form of Exhibit B hereto and covering such additional matters relating to the Security Agreementtransactions contemplated hereby as the Required Lenders may reasonably request; (c) receipt by the Administrative Agent of an opinion of Xxxxx Xxxx & Xxxxxxxx LLP, special counsel for the Administrative Agent, substantially in the form of Exhibit C hereto and covering such additional matters relating to the Security Agreement (the “Security Agreement Supplement”), duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required to be delivered to the Collateral Agent pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in the form of Exhibit A thereto, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity interests of the Additional [Borrower][Guarantor] required to be pledged pursuant to the Security Agreement and each Subsidiary of the Additional [Borrower][Guarantor] and (B) all original promissory notes of such Additional [Borrower][Guarantor], if any, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form transactions contemplated hereby as the Collateral Agent Required Lenders may reasonably request; (vd) receipt by the Administrative Agent of all documents the Administrative Agent may reasonably request relating to the extent required under Section 7.01(b) existence of the Financing Company, the legal authority for and the validity of this Agreement (A) a Mortgageand the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Collateral Agent (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned by the Additional [Borrower][Guarantor], and (B) a Title Insurance Policy covering such real property, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require comparable to the documents required under Section 7.01(o) of the Financing AgreementAdministrative Agent; (vie) a supplement payment by the Company of all fees and other amounts due and payable to the Intercompany Subordination Agreement, in form Agents and substance reasonably satisfactory to the Collateral Agent, duly executed Lenders on or before the Effective Date and for which invoices have been received by the Additional [Borrower][Guarantor]; (vii) appropriate financing statements on Form UCC-1 duly filed Company reasonably in such office or offices as may be necessary or, in the opinion advance of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement and any Mortgage; (viii) a written opinion of counsel to the Loan Parties as to such matters as the Collateral Agent may reasonably requestEffective Date; and (ixf) such other agreementsarrangements satisfactory to the Administrative Agent shall have been made for the payment of all principal of any loans outstanding under, instruments and all accrued interest and fees under, the Existing Agreement; provided that this Agreement shall not become effective or other documents reasonably requested by the Agents in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect be binding on any Lien purported to be covered by any such Security Agreement Supplement or Additional Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by party hereto unless all of the termsforegoing conditions are satisfied not later than August 6, covenants 2013. The Administrative Agent shall promptly notify the Company, the Lenders and agreements contained each other party to the Existing Credit Agreement of the Effective Date, and such notice shall be conclusive and binding. The Company and the Lenders party to the Existing Credit Agreement hereby agree that upon the Effective Date: (iii) the commitments of the banks under the Existing Credit Agreement shall terminate in their entirety immediately and automatically upon the Loan Documents effectiveness of this Agreement, without further action by any party to the Existing Credit Agreement, (iv) all accrued facility fees under the Existing Credit Agreement shall be due and that payable at such time and (v) subject to Section 2.12 of the Existing Credit Agreement, the Borrowers may prepay any and all property and assets of such Subsidiary shall become Collateral for loans outstanding thereunder on the Obligations free and clear of all Liens other than Permitted LiensEffective Date.