Common use of Effectiveness Clause in Contracts

Effectiveness. This Agreement shall become effective on the date (the "Effective Date") on which the Administrative Agent shall have received the following documents or other items, each dated the Effective Date unless otherwise indicated: (a) receipt by the Administrative Agent of 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 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 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 Administrative Agent; (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 G 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 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 (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 satisfactory to the Administrative Agent. 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.

Effectiveness. This Agreement shall become effective on upon its execution by the date (Collateral Agent and receipt by the "Effective Date") on which Collateral Agent of the Administrative Agent shall have received following, in each case in form and substance satisfactory to the following documents or other items, each dated the Effective Date unless otherwise indicatedCollateral Agent: (ai) receipt original counterparts to this Agreement, duly executed by the Administrative Agent of counterparts hereof signed by Borrower, each of Guarantor, the parties hereto (orAdditional [Borrower][Guarantor] and the Collateral Agent, together with the Schedules referred to 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)Section 2(b) hereof; (bii) receipt by a Supplement to the Administrative Agent for the account of each 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 BorrowerSecurity Agreement, substantially in the form of Exhibit F hereto and covering such additional matters relating C to the transactions contemplated hereby 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 Required Banks Collateral Agent may reasonably request; (v) to the extent required under Section 7.01(b) of the Financing Agreement (A) a Mortgage, such opinion to be in form and substance satisfactory to the Administrative AgentCollateral 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; (dvi) receipt by the Administrative Agent of an opinion of Xxxxx Xxxx & Xxxxxxxx, special counsel for the Administrative Agent, substantially in the form of Exhibit G hereto and covering such additional matters relating a supplement to the transactions contemplated hereby as the Required Banks may reasonably requestIntercompany Subordination Agreement, such opinion to be in form and substance reasonably satisfactory to the Administrative Collateral Agent, duly executed by the Additional [Borrower][Guarantor]; (evii) receipt by the Administrative Agent of a certificate signed by the Chief Financial Officer appropriate financing statements on Form UCC-1 duly filed in such office 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 (c) through (g), inclusive, of Section 3.03 have been satisfied offices as of the Effective Date andmay be necessary or, in the case opinion of clauses (c)the Collateral Agent, (e) desirable to perfect the security interests purported to be created by the Security Agreement Supplement and (g), setting forth in reasonable detail the calculations required to establish such complianceany Mortgage; (fviii) receipt by the Administrative Agent, with a copy for each Bank, written opinion of a certificate of an officer of the Borrower acceptable counsel to the Administrative Loan Parties as to such matters as the Collateral 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 may 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 Daterequest; and (iix) receipt such other agreements, instruments or other documents reasonably requested by the Administrative Agent 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 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 Liens other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent. 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 heretothan Permitted Liens.

Effectiveness. (a) This Agreement shall become effective on the date (that each of the "Effective Date") on which the Administrative Agent following conditions shall have received the following documents been satisfied (or other items, each dated the Effective Date unless otherwise indicated:waived in accordance with Section 9.05): (ai) receipt by the Administrative Operations Agent of counterparts hereof signed by each of the parties hereto hereto; (or, in the case of ii) if requested by any party as Bank pursuant to which an executed counterpart shall not have been receivedSection 2.05, 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 Operations Agent for the account of each such 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; (ciii) receipt by the Administrative Operations Agent of (A) an opinion of Ropes & Xxxx Xxx ListLLP, Esq., General Counsel of counsel to the BorrowerBorrowers that are not New Borrowers, substantially in the form of Exhibit F C-1 attached hereto and covering such additional matters relating reasonably satisfactory to the transactions contemplated hereby as Operations Agent in all respects and (B) an opinion of Xxxxxxxx and Xxxxxxxx LLP, counsel to the Required Banks may New Borrowers, substantially in the form of Exhibit C-2 attached hereto and reasonably requestsatisfactory 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 opinion certificate to be dated the Effective Date and to be in form and substance satisfactory to the Administrative Operations Agent; (dv) receipt by the Administrative Operations Agent of an opinion Allocation Notice with respect to each of Xxxxx Xxxx & Xxxxxxxxthe 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), special counsel (B) and (C) below for each Bank to receive one original as to each of the Administrative Agent, substantially in New Entities: (A) a manually signed certificate from the form Secretary of Exhibit G hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request, such opinion to be each New Entity in form and substance reasonably satisfactory to the Administrative AgentOperations 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; (eB) 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 Administrative Operations Agent from each New Entity of a certificate signed copy of the declaration of trust of such New Entity, with all amendments, certified as of a recent date by the Chief Financial Officer or the Chief Executive Officer and an Assistant Secretary-Treasurer or the Controller Secretary of State of the Borrower to the effect that the conditions set forth in clauses (c) through (g), inclusive, State 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 complianceDelaware; (fviii) receipt by the Administrative Agent, with a copy for each Bank, Operations Agent of a manually signed certificate from the Secretary of an officer of the Borrower acceptable each Entity that is not a New Entity in form and substance reasonably satisfactory to the Administrative Operations Agent stating that all consentsas to the incumbency of, authorizationsand bearing manual specimen signatures of, notices the officers of such Entity who are authorized to execute and filings required or advisable 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 connection with this Agreement are in full force and effect, and (B) duly authorized resolutions of such Entity’s Board of Trustees authorizing for such Entity and each Series thereof, the Administrative Agent shall have received evidence thereof reasonably satisfactory to itborrowings and transactions contemplated hereby; (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; (hix) receipt by the Administrative Operations Agent of certificates dated as of a recent date that are reasonably satisfactory to the Operations Agent and the Syndication Agent (or their respective assigns) reflect that each Entity is legally existing, in good standing and by each Bank of all fees required qualified to be paid engage in business in the respective amounts heretofore mutually agreedjurisdiction in which it was organized or formed and in each jurisdiction where its ownership, and all expenses for which invoices have been presented, on lease or before operation of properties or the Effective Date; andconduct of its business requires such qualification; (ix) receipt by the Administrative Operations Agent of all documents the Required Banks 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 BorrowerBorrowers, the corporate authority for and the validity and enforceability of this Agreement and the Notesother Loan Documents, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative 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 Administrative Operations Agent shall promptly notify the Borrower Borrowers and the Banks of the Effective Date, 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 Operations Agent. The Operations Agent shall promptly provide written notice to the Borrowers when all of the requirements of this clause (b) of this Section 3.01 have been satisfied.

Effectiveness. This Agreement shall become effective effective, and the commitments under each of the Existing Credit Facilities shall be automatically terminated, on the date (that each of the "Effective Date") on which the Administrative Agent following conditions shall have received the following documents or other items, each dated the Effective Date unless otherwise indicatedbeen satisfied: (a) receipt Receipt by the Administrative Agent of counterparts hereof signed by 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 parties hereto applicable Borrower, each dated the Closing Date (or, in the case of any party as to which an executed counterpart shall not have been receivedcertificates of governmental officials, 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 Bank that has requested a Note of a duly executed Note dated on or recent date before the Effective Date complying with the provisions of Section 2.05; (cClosing Date) 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 each in form and substance satisfactory to the Administrative Agent;Agent and its legal counsel: (di) receipt by the Administrative Agent executed counterparts of an opinion of Xxxxx Xxxx & Xxxxxxxxthis Agreement, special counsel sufficient in number for the Administrative Agent, substantially in the form of Exhibit G 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 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 (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 distribution to the Administrative Agent stating that all consentsand each Borrower; (ii) a Note executed by each Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, authorizationsincumbency certificates and/or other certificates of Responsible Officers of each Borrower as the Administrative Agent may require evidencing the identity, notices authority and filings required or advisable capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement are and the other Loan Documents; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Borrower is duly organized or formed, and that such Borrower is validly existing, in full force good standing and effectqualified to engage in business, in its jurisdiction of organization; (v) a favorable opinion of Eversheds Sxxxxxxxxx (US) LLP, counsel to TMCC, addressed to the Administrative Agent and each Lender; (vi) a favorable opinion of Pxxxxxxxxxx Xxxxxx & Axxxxxx LLP, counsel to TCPR, addressed to the Administrative Agent and each Lender; (vii) a favorable opinion of Stikeman Elliott LLP, counsel to TCCI, addressed to the Administrative Agent and each 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 favorable opinion of King & Wood Mallesons, counsel to TFA, addressed to the Administrative Agent and each Lender; (x) on the Closing Date, the following statements shall be true and the Administrative Agent shall have received evidence thereof reasonably satisfactory to it;for the account of each Lender a certificate of a Responsible Officer of each Borrower, stating that: (gA) evidence satisfactory to the representations and warranties contained in Article V hereof are correct on and as of the Closing Date; and (B) no event has occurred and is continuing that constitutes a Default; and (xi) such other assurances, certificates, documents or consents as the Administrative Agent that arrangements have been made for payment in full of all amounts owed under Agent, the Prior Credit Agreements;Swing Line Lenders or the applicable Required Lenders reasonably may require. (hb) receipt by the Administrative Agent and the Syndication Agent (or their respective assigns) and by each Bank of all Any fees required to be paid in pursuant to the respective amounts heretofore mutually agreed, and all expenses for which invoices have been presented, Fee Letters on or before the Effective Date; andClosing Date shall have been paid. (ic) receipt 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 matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent of all documents the Required Banks may reasonably request relating shall have received notice from such Lender prior 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 Administrative Agent. 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 heretoproposed Closing Date specifying its objection thereto.

Effectiveness. This Agreement Amendment shall become effective on the date (the "“Amendment Effective Date"”) on which the Administrative Agent shall have received the following documents or other items, each dated the Amendment Effective Date unless otherwise indicated: (a) receipt by the Administrative Agent of 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 telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party), including receipt of consent from (i) each Extending Bank and (ii) the Required Banks under the Existing Credit Agreement; (b) receipt by the Administrative Agent for the account of each 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., 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 Existing Credit Agreement, provided that an enforceability opinion under New York law, that is reasonably request, such opinion to be in form and substance satisfactory 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; (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 G 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 Administrative Agent; (ec) receipt by the Administrative Agent of a certificate signed by any one of the Chief Financial Officer or Officer, the Chief Executive Officer and Officer, the Treasurer, an Assistant Secretary-Treasurer Treasurer, the Controller or the Controller Vice President, Capital Markets Funding of the Borrower to the effect that the conditions set forth in clauses (c) through (g), 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; (fd) 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 Amendment 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; (he) 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 (ig) receipt by the Administrative Agent of all documents the Required Banks Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the NotesAmendment, and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent shall promptly notify the Borrower and the Banks Bank Parties of the Amendment Effective Date, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. This Agreement shall become effective on the date (that each of the "Effective Date") on which the Administrative Agent following conditions shall have received the following documents been satisfied (or other items, each dated the Effective Date unless otherwise indicated:waived in accordance with Section 9.05): (a) receipt by the Administrative Agent of 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 telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party); (b) receipt by the Administrative Agent of a duly executed Promissory Note for the account of each 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., the General Counsel of the Borrower, substantially in the form of Exhibit E hereto; (d) receipt by the Agent from each Subsidiary Guarantor under the Existing Agreement of (i) a Subsidiary Guarantee in substantially the form of Exhibit H hereto, duly executed by such Subsidiary Guarantor, (ii) an opinion of counsel for such Subsidiary Guarantor, reasonably satisfactory to the Agent, with respect to such Subsidiary Guarantee, substantially in the form of Exhibit I hereto and covering such additional matters relating to such Subsidiary Guarantee as the Required Banks may reasonably request and (iii) all documents the Agent may reasonably request relating to the existence of such Subsidiary Guarantee, the corporate authority for and the validity of such Subsidiary Guarantee, and any other matters reasonably determined by the Agent to be relevant thereto, all in form and substance reasonably satisfactory to the Agent; (e) receipt by the Agent of an opinion of Davix Xxxx & Xardxxxx, xxecial counsel for the 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, such opinion to be in form and substance satisfactory to the Administrative Agent; (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 G 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 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 (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 Agent may reasonably 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 matters reasonably determined by the Agent to be relevant hereto, all in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent ; and provided that this Agreement shall promptly notify the Borrower and the Banks not become effective or be binding on any party hereto unless all of the Effective Dateforegoing conditions are satisfied not later than July 30, and such notice shall be conclusive and binding on all parties hereto1997.

Effectiveness. This Agreement letter agreement shall become effective on the date on which: (i) the "Effective Date") on which the Administrative Agent Noteholders shall have received a fully executed counterpart of this letter agreement from the following documents or other items, Company; (ii) the Noteholders shall have received a counterpart signature page to this letter agreement from each dated of the Effective Date unless otherwise indicated:Guarantors reaffirming their respective obligations under the Multiparty Guaranty; (iii) the Noteholders shall have received (a) receipt by the Administrative Agent of 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 telegraphic, telex or other written confirmation from such party of execution a certificate of a counterpart hereof by such party); (b) receipt by the Administrative Agent for the account Responsible Officer of each 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 ListCredit Party, 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 Administrative AgentRequired 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 (b) such incumbency certificates and such other documents and certifications as the Required Holders may reasonably require to evidence that the Credit Parties are in good standing in their jurisdiction of organization; (div) receipt by the Administrative Agent Noteholders shall have received favorable opinions of an opinion of Xxxxx Xxxxxx, Xxxx & XxxxxxxxXxxxxxxx LLP and Goodsill Xxxxxxxx Xxxxx & Xxxxxx, special counsel for the Administrative Agent, substantially in the form of Exhibit G hereto and covering such additional matters relating addressed to the transactions contemplated hereby Noteholders, as to such matters concerning the Credit Parties and this letter agreement as the Required Banks Noteholders may reasonably request; (v) the Noteholders shall have received a fully executed copy of an amendment to the Bank Credit Agreement and fully executed copies of amendments to the Other Note Agreements, such opinion to be each in form and substance reasonably satisfactory to the Administrative AgentRequired Holders; (evi) receipt the Noteholders shall have received their ratable share of a modification fee in the aggregate amount equal to 15 basis points multiplied 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 aggregate outstanding amount of the Borrower to the effect that the conditions set forth in clauses (c) through (g), inclusive, of Section 3.03 have been satisfied Notes 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 Datedate hereof; and (ivii) receipt by the Administrative Agent of all documents the Required Banks may reasonably request relating Company shall have paid Xxxxxx Price P.C. its accrued and unpaid legal fees and expenses, to the existence of the Borrower, the corporate authority for extent such fees and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent. 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 heretoexpenses have been invoiced.

Effectiveness. 7.1 This Agreement Amendment shall become effective 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) on which the Administrative Agent shall have received the following documents or other items, each dated the Effective Date unless otherwise indicated: duly executed counterparts (a) receipt in such number as may be requested by the Administrative Agent Agent) of counterparts hereof signed by this Amendment from the Borrower, each of Guarantor and 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)Majority Lenders; (b) receipt 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 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 “Amendment 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 Administrative Agent) of the Omnibus Amendment from the Borrower and each Guarantor; (d) the Borrower shall have permanently reduced the Revolving Commitments by $200,000,000 pursuant to the terms of Section 4.2(a) of the Credit Agreement; (e) the initial prepayment of the Term Loans on the Early Settlement Date described in Recital G hereof shall be a concurrent condition to the occurrence of the Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent for the account of each Bank that of the Revolving Lenders and Term Loan Lenders (including JPMorgan Chase Bank, N. A.) who has requested a Note of a duly executed Note dated 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 Amendment Effective Date complying with and (ii) to the provisions of Section 2.05; (c) receipt extent invoiced, all fees and other amounts due and payable on or prior to the Amendment Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid by the Administrative Agent of an opinion of Xxxx Xxx List, Esq., General Counsel of Borrower under 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 Administrative Agent; (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 G 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 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 (c) through (g), inclusive, of Section 3.03 have been satisfied as of the Effective Date Credit Agreement; 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 no Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect 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 terms of this Agreement and Amendment; provided, that upon the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent. The Administrative Agent shall promptly notify the Borrower and the Banks of the Amendment Effective Date, and such notice the terms of Section 2.5 hereof shall be conclusive and binding on all parties heretodeemed to be effective as of the Third Amendment Effective Date.

Effectiveness. This Agreement shall become effective on the date (that each of the "Effective Date") on which the Administrative Agent following conditions shall have received the following documents been satisfied (or other items, each dated the Effective Date unless otherwise indicated:waived in accordance with Section 9.05): (a) receipt by the Administrative Agent of 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 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 for the account of each 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 ListXxxxx Xxxxxxxxxx, Esq., General Counsel of special counsel for the Borrower, substantially in the form of Exhibit F E 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 Administrative Agent; (dc) receipt by the Administrative Agent of an opinion of Xxxxx Xxxx & Xxxxxxxx, special counsel for the Administrative Agent, substantially in the form of Exhibit G 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, such opinion to be in form and substance satisfactory the Treasurer or the Controller of the Borrower, dated the Effective Date, to the Administrative Agenteffect set forth in clauses (c) and (d) of Section 3.02; (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 all documents it may have reasonably requested prior to the effect 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 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 Administrative Agent; and (f) receipt by the Administrative Agent of evidence satisfactory to it of the payment of all principal of and interest on any loans outstanding under, and all accrued commitment fees under, the 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 be binding on any party hereto unless all of the foregoing conditions are satisfied not later than August 29, 1997. 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. 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 Existing Credit Agreements, the Borrower may prepay any and all loans outstanding thereunder on the date of effectiveness of this Agreement.

Effectiveness. This Agreement Amendment and the First Amendment Facility Increase shall become effective 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) on which the The Administrative Agent shall have received the following documents or other itemsduly executed counterparts of this Amendment from each Credit Party, each dated the Effective Date unless otherwise indicated: (a) receipt by the Administrative Agent of counterparts hereof signed by each Agent, and all 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);Lenders. (b) receipt by Upon the request of any Lender made through the Administrative Agent for no later than two (2) days prior to the account of each Bank that has requested Amendment Effective Date, the Borrower shall have delivered to such Lender (through the Administrative Agent) a Note of a duly promissory note executed Note dated on or before by the Effective Date complying with Borrower evidencing the provisions of Section 2.05;Loans owing to such Lender. (c) receipt by Each Credit Party shall have confirmed and acknowledged to the Administrative Agent and the Lenders, and by its execution and delivery of an opinion of Xxxx Xxx Listthis Amendment, Esq., General Counsel of the Borrower, substantially in the form of Exhibit F hereto each Credit Party does hereby confirm 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 acknowledge to the Administrative Agent;, the Issuing Bank and the Lenders, that (i) 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) receipt by the Administrative Agent of an opinion of Xxxxx Xxxx & Xxxxxxxx, special counsel for the Administrative Agent, substantially in the form of Exhibit G 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 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 (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 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 reasonably satisfactory (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 Amendment, 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 it;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) 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 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 to the Administrative Agent of all documents the Required Banks may reasonably request relating to the existence of or any Lender by the Borrower, the corporate authority for and the validity of this Agreement and the Notesincluding fees payable pursuant to any fee letter, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent. 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 heretohave been paid.

Effectiveness. This Agreement Amendment shall become effective on the date (the "“Second Amendment Effective Date"”) on which the Administrative Agent shall have received the following documents or other items, each dated the Second Amendment Effective Date unless otherwise indicated: (a) receipt by the Administrative Agent of 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 telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party), including receipt of consent from (i) each Extending Bank and (ii) the Required Banks under the Existing Credit Agreement; (b) receipt by the Administrative Agent for the account of each 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., 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 Existing Credit Agreement, provided that an enforceability opinion under New York law, that is reasonably request, such opinion to be in form and substance satisfactory 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; (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 G 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 Administrative Agent; (ec) receipt by the Administrative Agent of a certificate signed by any one of the Chief Financial Officer or Officer, the Chief Executive Officer and Officer, the Treasurer, an Assistant Secretary-Treasurer Treasurer, the Controller or the Controller Vice President, Capital Markets Funding of the Borrower to the effect that the conditions set forth in clauses (c) through (g), 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; (fd) receipt by the Administrative Agent, with a copy for each Bank, 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 Agreement Amendment 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; (he) receipt by the Administrative Agent and the Syndication Agent (or their respective permitted assigns) and by each Bank Party of all fees required to be paid in the respective amounts heretofore mutually agreedagreed in writing, and all expenses required to be reimbursed pursuant to the terms of the Existing Credit Agreement and for which invoices have been presented, on or before at least one (1) business day prior to the Second 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 (ig) receipt by the Administrative Agent of all documents the Required Banks 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, Amendment all in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent shall promptly notify the Borrower and the Banks Bank Parties of the Second Amendment Effective Date, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. This Agreement shall become effective on the date (that each of the "Effective Date") on which the Administrative Agent following conditions shall have received the following documents been satisfied (or other items, each dated the Effective Date unless otherwise indicated:waived in accordance with Section 9.05 hereof): (a) receipt by the Administrative Agent of 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 telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party)hereto; (b) receipt by the Administrative Agent for the account of each Bank that has Bank, if requested a Note by such Bank, of a duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.052.04 hereof; (c) receipt by the Administrative Agent of an copies of the results of current lien searches (or the equivalent in the applicable jurisdictions), such results to be in form and substance reasonably satisfactory to the Agent; (d) receipt by the Agent and the Banks of the legal opinion of Ropes & Xxxx Xxx ListLLP, Esq.external counsel for the Borrowers, 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 Agent and the Banks may reasonably request, such opinion to be in form and substance satisfactory to the Administrative Agent; (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 G 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 Administrative Agent; (e) receipt by the Administrative Agent Agent, with respect to each Borrower, of a certificate manually signed by an officer of such Borrower which is reasonably satisfactory to the Chief Financial Officer or the Chief Executive Officer and an Assistant Secretary-Treasurer or the Controller of the Borrower Agent to the effect that the conditions 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) through (g), inclusive, of Section 3.03 have been satisfied as of 3.02 hereof, in each case with respect to such Borrower, such certificate to be dated the Effective Date and, and to be in form and substance reasonably satisfactory to the case of clauses (c), (e) and (g), setting forth in reasonable detail the calculations required to establish such complianceAgent; (f) receipt by the Administrative Agent, with a copy for respect to each BankBorrower, of a manually signed certificate from the Clerk, Secretary or Assistant Secretary of an officer of the such Borrower acceptable to the Administrative Agent stating that all consents, authorizations, notices in form 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 substance reasonably satisfactory to itthe 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) evidence satisfactory to receipt by the Administrative Agent that arrangements have been made of a legal existence and good standing certificate for payment in full each Company from the jurisdiction of all amounts owed under the Prior Credit Agreementsits formation, dated as of a recent date; (h) receipt by the Administrative Agent and Agent, with respect to each Borrower, of a copy of the Syndication Agent (trust declaration of the Related Company of such Borrower, with all amendments, restatements, supplements or their respective assigns) and other modifications thereto, certified by each Bank the Secretary of all fees required to be paid in State of the respective amounts heretofore mutually agreed, and all expenses for which invoices have been presented, on or before the Effective Date; andState 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 Administrative Agent of all documents the Required Banks (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 the each Borrower, the corporate 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 Administrative 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 case may be; and (l) receipt by the Agent of payment of all (i) reasonable out-of-pocket expenses (including reasonable fees and disbursements of special counsel for the Agent) then payable hereunder, and (ii) fees then payable hereunder or under a separate fee letter; 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 the date hereof. The Administrative Agent shall promptly notify the Borrower Borrowers and the Banks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. This Agreement shall become effective effective, and the commitments under each Existing Credit Facility shall be automatically terminated, on the date (that each of the "Effective Date") on which the Administrative Agent following conditions shall have received the following documents or other items, each dated the Effective Date unless otherwise indicatedbeen satisfied: (a) receipt Receipt by the Administrative Agent of counterparts hereof signed by the following, each of which shall be originals or facsimiles unless otherwise specified, each properly executed by a Responsible Officer of the parties hereto applicable Borrower, each dated the Closing Date (or, in the case of any party as to which an executed counterpart shall not have been receivedcertificates of governmental officials, 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 Bank that has requested a Note of a duly executed Note dated on or recent date before the Effective Date complying with the provisions of Section 2.05; (cClosing Date) 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 each in form and substance satisfactory to the Administrative AgentAgent and its legal counsel: (i) executed counterparts of this Agreement; (dii) receipt a 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 Closing 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 an opinion of Xxxxx Xxxx & Xxxxxxxx, special counsel for the Administrative Agent, substantially in the form of Exhibit G hereto and covering such additional matters relating each Responsible Officer thereof authorized to the transactions contemplated hereby act as the Required Banks may reasonably request, such opinion to be in form and substance satisfactory to the Administrative Agent; (e) receipt by the Administrative Agent of a certificate signed by the Chief Financial Responsible 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 (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 and the other Loan Documents; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Borrower is duly organized or formed, and that such Borrower is validly existing, in full force good standing and effectqualified to engage in business, in its jurisdiction of organization; (v) a favorable opinion of Eversheds Sutherland (US) LLP, counsel to TMCC, addressed to the Administrative Agent and each Lender; (vi) a favorable opinion of Pxxxxxxxxxx Xxxxxx & Axxxxxx LLP, counsel to TCPR, addressed to the Administrative Agent and each Lender; (vii) a favorable opinion of Stikeman Elliott LLP, counsel to TCCI, addressed to the Administrative Agent and each 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 favorable opinion of Kxxx & Wxxx Xxxxxxxxx, counsel to TFA, addressed to the Administrative Agent and each Lender; (x) on the Closing Date, the following statements shall be true and the Administrative Agent shall have received evidence thereof reasonably satisfactory to it;for the account of each Lender a certificate of a Responsible Officer of each Borrower, stating that: (gA) evidence satisfactory to the representations and warranties contained in Article V hereof are correct on and as of the Closing Date; and (B) no event has occurred and is continuing that constitutes a Default; and (xi) such other assurances, certificates, documents or consents as the Administrative Agent that arrangements have been made for payment in full of all amounts owed under Agent, the Prior Credit Agreements;Swing Line Lenders or the applicable Required Lenders reasonably may require. (hb) receipt by the Administrative Agent and the Syndication Agent (or their respective assigns) and by each Bank of all Any fees required to be paid in pursuant to the respective amounts heretofore mutually agreed, and all expenses for which invoices have been presented, Fee Letters on or before the Effective Date; andClosing Date shall have been paid. (ic) receipt 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 matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent of all documents the Required Banks may reasonably request relating shall have received notice from such Lender prior 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 Administrative Agent. 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 heretoproposed Closing Date specifying its objection thereto.

Effectiveness. This Agreement shall become effective on and as of the date on which each of the following conditions precedent is satisfied (such date, the "“Effective Date"”): (a) on which the The Administrative Agent shall have received duly executed and delivered counterparts of this Agreement that, when taken together, bear the following documents or other itemssignatures of Parent, the Borrower, each dated Subsidiary Guarantor, each Incremental 2018 Term F Lender and the Effective Date unless otherwise indicated: Required Lenders (a) receipt by determined immediately after giving effect to the Administrative Agent of counterparts hereof signed by each incurrence of the parties hereto (or, in Incremental 2018 Term F Loans and the case use 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 partyproceeds thereof);. (b) receipt by the The Administrative Agent shall have received payment from the Borrower, for the account of each Bank 2021 Term D Lender that has requested shall have unconditionally and irrevocably delivered to the Administrative Agent (or its 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 Note “Consenting Lender”), an amendment fee in an amount equal to 0.05% of a duly executed Note dated on or before the aggregate outstanding principal amount of such Consenting Lender’s 2021 Term D Loans as of the Effective Date complying with the provisions of Section 2.05;Date. Such fees shall be payable in immediately available funds and, once paid, shall not be refundable in whole or in part. (c) receipt by the The Administrative Agent of an shall have received a favorable written opinion of (i) Bass, Xxxxx & Xxxx Xxx ListPLC, Esq., General Counsel of counsel for Parent and the Borrower, substantially in the form of Exhibit F hereto and covering such additional matters relating to the transactions contemplated hereby as effect set forth on Exhibit B-1 and (ii) the Required Banks may reasonably requestgeneral counsel of Parent, such opinion to be in form and substance satisfactory substantially to the Administrative Agent;effect set forth in Exhibit B-2. (d) receipt by the The Administrative Agent of an opinion of Xxxxx Xxxx & Xxxxxxxx, special counsel for the Administrative Agent, substantially in the form of Exhibit G hereto and covering such additional matters relating shall have received (i) a certificate as to the transactions contemplated hereby good standing of each Loan Party as the Required Banks may reasonably request, such opinion to be in form and substance satisfactory to the Administrative Agent; (e) receipt by the Administrative Agent of a recent date, from the Secretary of State of its state of organization; (ii) 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 (c) through (g), inclusive, Secretary or Assistant Secretary of Section 3.03 have been satisfied as of each Loan Party dated the Effective Date and, in and certifying (A) that attached thereto is a true and complete copy of (1) the case of clauses by-laws (c), (eor equivalent thereof) and (g)2) the certificate or articles of incorporation, setting forth in reasonable detail the calculations required to establish such compliance; (f) receipt certified as of a recent date by the Administrative Agent, with a copy for each Bank, Secretary of a certificate of an officer State of the Borrower acceptable applicable state of organization, in each case of such Loan Party as in effect on the Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (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 stating on the Closing Date, the First Restatement Effective Date, the Second Restatement Effective Date or the Third Restatement Effective Date, as applicable, certifying that all consentsno such amendment or modification has occurred), authorizations(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, notices delivery and filings required performance of the Loan Documents to which such person is a party, and that such resolutions have not been modified, rescinded or advisable in connection with this Agreement amended and are in full force and effect, 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. (e) The Administrative Agent shall have received evidence thereof reasonably satisfactory 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 Section 4.01 of the Credit Agreement. (f) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to it;the Effective Date, including upfront fees (which may be in the form of original issue discount) in the amounts agreed with each Incremental 2018 Term F Lender and, 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. (g) evidence satisfactory to the Administrative Agent that arrangements have been made for payment The Security Documents shall be in full of all amounts owed under the Prior Credit Agreements; (h) receipt by the Administrative Agent force 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, effect on or before the Effective Date; and (i) receipt by , and the Administrative Collateral Agent of all documents the Required Banks may reasonably request relating to the existence on behalf of the Borrower, Secured Parties shall have a security interest in the corporate authority for Collateral of the type and the validity of this Agreement and the Notes, and any other matters relevant hereto, all priority described in form and substance satisfactory to the Administrative Agenteach Security Document. The Administrative Agent shall promptly notify the Borrower Borrower, the Incremental 2018 Term F Lenders and the Banks other Lenders under the Credit Agreement of the Effective Date, Date and such notice shall be conclusive and binding on all parties heretobinding.

Effectiveness. This (i) The Existing Credit Agreement became effective on the Effective Date and (ii) this Agreement shall become effective on the date (the "“Amendment Effective Date"”) on which the Administrative Agent shall have received the following documents or other items, each dated the Amendment Effective Date unless otherwise indicated: (a) receipt by the Administrative Agent of 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 telegraphicin facsimile transmission, telex electronic submission or other written confirmation writing from such party of execution of a counterpart hereof by such party); (b) receipt by the Administrative Agent for the account of each Bank that has requested a Note of a duly executed Note dated on or before the Amendment Effective Date complying with the provisions of Section 2.05; (c) receipt by the Administrative Agent of an opinion of Xxxx Xxx List, Esq., 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 hereto, provided that an enforceability opinion under New York law, that is reasonably request, such opinion to be in form and substance satisfactory acceptable to the 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 Administrative Agent of an opinion of Xxxxx Xxxx & Xxxxxxxx, special counsel for the Administrative Agent, substantially in the form of Exhibit G 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 Administrative Agent; (e) receipt by the Administrative Agent of a certificate signed by any one of the Chief Financial Officer or Officer, the Chief Executive Officer and Officer, an Assistant Secretary-Treasurer Treasurer, the Controller or the Controller Vice President, Capital Markets Relations of the Borrower to the effect that the conditions set forth in clauses (c) through (g), 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; (fe) 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; (hf) 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 agreedagreed 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 (ih) 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 Administrative Agent. The Administrative Agent shall promptly notify the Borrower and the Banks Bank Parties of the Amendment Effective Date, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. This Agreement The effectiveness of the Commitments of the Lenders to make any Credit Extensions hereunder shall become effective on be subject to the date following conditions precedent: (the "Effective Date"a) on which the Administrative Agent shall have received the following documents or other itemsfollowing, each dated the Effective Closing Date unless otherwise indicated: (a) receipt by the Administrative Agent of counterparts hereof signed by each of the parties hereto (or, in the case of any party as certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it Agent: (i) executed counterparts of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party)this Agreement; (bii) receipt a Note duly executed by the Administrative Agent for the account each Borrower in favor of each Bank Lender that has shall have requested a Note of a duly executed Note dated on or before at least two Business Days prior to the Effective Date complying with the provisions of Section 2.05Closing Date; (ciii) receipt 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 Administrative Agent execution, delivery and performance of an opinion this Agreement and the other Loan Documents to which it is a party and the consummation 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 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 Required Banks may reasonably requestCompany certifying that the conditions specified in Sections 3.02(a) and (b) are satisfied on the Closing Date; (vii) a list of the Authorized Representatives of each Borrower, such opinion certified by a Responsible Officer; (viii) favorable written opinion(s) of counsel to be each Loan Party in form and substance reasonably satisfactory to the Administrative Agent; (db) receipt by the Administrative Agent of an opinion of Xxxxx Xxxx & Xxxxxxxx, special counsel for the Administrative Agent, substantially in the form of Exhibit G 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 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 (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 that the Administrative Agent that arrangements Borrowers shall have been made for payment in full of all amounts owed under paid the Prior Credit Agreements; (h) receipt fees contemplated by the Administrative Agent Fee Letters and the Syndication Agent (or their respective assigns) and by each Bank of all fees expenses then required to be paid in or reimbursed by the respective amounts heretofore mutually agreed, and all expenses for which invoices have been presented, on or before Company hereunder to the Effective extent invoiced at least three Business Days prior to the Closing Date; and (c) to the extent requested by it in writing to the 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) receipt all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Administrative Agent USA PATRIOT Act (Title III of all documents Pub. L. 107-56 (signed into law October 26, 2001)) (the Required Banks may reasonably request relating “Patriot Act”), including the information described in Section 9.19, and (ii) to the existence of extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such 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 Administrative Agent. 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.

Effectiveness. This Agreement Amendment shall become be deemed effective on upon the date (the "Effective Date") on which the Administrative due execution and delivery to Collateral Agent shall have received the following documents or other itemsand Lenders, each dated the Effective Date unless otherwise indicated: (a) receipt by the Administrative Agent of 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 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 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 Administrative AgentCollateral Agent and each Lender, 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) receipt a Corporate Borrowing Certificate by the Administrative Agent of an opinion of Xxxxx Xxxx & Xxxxxxxx, special counsel for the Administrative Agent, substantially in the form of Exhibit G 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 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 (c) through (g), inclusive, of Section 3.03 have been satisfied dated as of the First Amendment Effective Date andDate; 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 case of clauses Original Oxford Term Loan in an amount equal to Five Hundred Forty Two Thousand Five Hundred Dollars (c$542,500), (e) which for the avoidance of doubt, is in addition to and (g), setting forth in reasonable detail not a substitution for 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 Final Payment to be paid with respect to the Term Loans (including the Original Oxford Term Loan) in accordance with Section 2.5(c) of the respective amounts heretofore mutually agreed, and all expenses for which invoices have been presented, on or before the Effective DateLoan Agreement; and (ij) receipt by the Administrative Agent Borrower’s payment of all documents Lenders’ Expenses incurred through the Required Banks may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity date of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent. 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 heretoAmendment.

Effectiveness. This Agreement Amendment shall become effective on the first date when, and simultaneously with the time upon which, the following conditions are met (the "“Amendment No. 1 Effective Date"”): (a) on which the Administrative Agent shall have received the following documents or other items, each dated the Effective Date unless otherwise indicated: (a) receipt by the Administrative Agent of counterparts hereof signed by each of the parties hereto Required Lenders and the Borrower (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent shall have received in form satisfactory to it of telegraphic, telex facsimile or other written confirmation from such party of execution of a counterpart hereof by such party); (b) receipt by ; provided that Section 5 of this Amendment and the amendments to the Credit Agreement made thereby shall become effective only if the Administrative Agent for the account of each Bank that has requested a Note of a also receives duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.05; (c) receipt counterparts hereof signed by the Administrative Agent of an opinion of Xxxx Xxx List, Esq., General Counsel all 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 Administrative Agent; Lenders (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 G 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 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 (c) through (g), inclusive, of Section 3.03 have been satisfied as of the Effective Date andor, in the case of clauses (c)any party as to which an executed counterpart shall not have been received, (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 in form satisfactory to itit 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; (gb) evidence satisfactory to the Administrative Agent that arrangements shall have been made for payment received (i) counterparts of the Security Agreement, the Subsidiary Guarantee and the Pledge Agreement from each 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 full any event (x) with respect to the Pledge Agreement, each Subsidiary which is an owner of all amounts owed under equity interests set forth in Part A of Schedule 1.03 hereto and (y) with respect to the Prior Credit Agreements; Security Agreement each Person set forth in Part B of Schedule 1.03 hereto) and (hii) receipt by such certificates, evidences of corporate action, legal opinions and other documents as 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 heretorequest, all in form and substance satisfactory to the Administrative Agent; and (c) 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 compensation due and payable to any of the foregoing on or prior to the Amendment No. The 1 Effective Date in connection with the Loan Documents. Promptly after the Amendment No. 1 Effective Date occurs, the Administrative Agent shall promptly notify the Borrower Borrower, the other Agents and the Banks of the Effective DateLenders thereof, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. (i) This Agreement Amendment shall become effective on as of the first date (the "“Extension Amendments Effective Date"”) on which the below conditions shall have been satisfied or waived: 1. the Administrative Agent (or its counsel) shall have received duly executed counterparts hereof that, when taken together, bear the authorized signatures of the Borrower, each Subsidiary Guarantor and each Extending Lender (together, representing at least the Required Lenders); 2. the Administrative Agent shall have received the following such documents or other items, each dated the Effective Date unless otherwise indicated: (a) receipt by and certificates as the Administrative Agent of 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 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 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 its counsel may reasonably request relating to the transactions contemplated hereby as organization, existence and good standing of the Required Banks may reasonably requestBorrower and each other Obligor and the authorization of this Amendment, such opinion to be in form and substance reasonably satisfactory to the Administrative AgentAgent and its counsel; (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 G 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 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 (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 3. the Administrative Agent shall have received evidence thereof reasonably satisfactory a customary written opinion (addressed 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 Lenders dated the respective amounts heretofore mutually agreed, and all expenses for which invoices have been presented, on or before the Extension Amendments Effective Date; and) 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); (i) receipt by 4. the Administrative Agent of all documents the Required Banks may reasonably request relating to the existence of shall have received a certificate from 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 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 the Administrative Agent shall promptly notify 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 Banks 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 counterpart of Reorganization Merger Sub to a Borrower Assumption Agreement, dated as of the Reorganization Amendments Effective Date, (ii) 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 the Extended Credit Agreement), in form and substance substantially consistent with those documents and certificates (and the terms thereof and attachments thereto) provided with respect to the Borrower pursuant to and in satisfaction of the condition in Section (E)(i)(2) above, and (iii) 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 opinion delivered pursuant to and in satisfaction of the condition in Section (E)(i)(3) above (and the Borrower hereby instructs such notice counsel to deliver such opinion to the Lenders and the Administrative Agent); 2. the Reorganization Merger shall be conclusive have been, or substantially concurrently with the occurrence of the Reorganization Amendments Effective Date shall be, consummated; and 3. the Administrative Agent shall have received, at least three Business Days prior to the Reorganization Amendments Effective Date, all documentation and binding on all parties heretoother information reasonably requested in writing by the Administrative Agent about Reorganization Merger Sub at least ten Business Days in advance of the Reorganization Amendments Effective Date, which documentation and other information is required by applicable regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

Effectiveness. This Agreement shall become effective on the date (the "Effective Date") on which the Administrative Agent shall have received the following documents or other items, each dated The occurrence of the Effective Date unless otherwise indicatedis subject to the satisfaction (or waiver) of only the following conditions precedent: (a) receipt by the Administrative Agent of counterparts hereof signed by each (or its counsel) shall have received from (I) all Lenders hereunder as of the parties hereto Effective Date, (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by II) the Administrative Agent in form and (III) the Borrower either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to it the Administrative Agent (which may include telecopy or electronic transmission of telegraphic, telex or other written confirmation from a signed signature page of this Agreement) that such party of execution of has signed a counterpart hereof by such party)of this Agreement; (b) receipt by the Borrower shall have paid all fees, costs and expenses due and payable to the Administrative Agent Agent, for itself and on behalf of the account of each Bank that has requested a Note of a duly executed Note dated Lenders, or its counsel on or before the Effective Date complying with and (in the provisions case of Section 2.05expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Effective Date; (c) receipt by the Borrower shall have provided the documentation and other information about the Borrower to the Administrative Agent of an opinion of Xxxx Xxx Listthat is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, Esq.including, General Counsel of without limitation, the BorrowerU.S. Patriot Act and the Beneficial Ownership Regulation, substantially in the form of Exhibit F hereto and covering such additional matters relating to the transactions contemplated hereby as extent such information was reasonably requested by the Required Banks may reasonably request, such opinion to be Arrangers or a Lender in form and substance satisfactory writing at least ten (10) Business Days prior to the Administrative AgentEffective Date; (d) receipt by the Borrower shall have delivered to the Administrative Agent of an a customary written opinion of Xxxxx Xxxx & Xxxxxxxx, special counsel for the Administrative Agent, substantially in the form of Exhibit G 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 (addressed to the Administrative AgentAgent 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) receipt by 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 signed of good standing for the Borrower, each certified by the Chief Financial Officer or the Chief Executive Officer and an Assistant Secretary-Treasurer or the Controller appropriate governmental officer in its jurisdiction of the Borrower to the effect 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 complianceincorporation; (f) receipt by the Administrative Agent, with a copy for each Bank, of a certificate of an officer of the Borrower acceptable shall have delivered to the Administrative Agent stating 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 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 there have received evidence thereof reasonably satisfactory been no changes to itits certificate of incorporation provided pursuant to Section 4.01(e); (g) evidence satisfactory the Borrower shall have delivered to the Administrative Agent a notice stating that arrangements have been made for payment this Credit Facility constitutes a “Qualifying Term Loan Facility” (as defined in full the Bridge Facility Credit Agreement) and that as of all amounts owed the Effective Date, the commitments under the Prior Credit AgreementsBridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date; (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[reserved]; and (i) receipt by the Administrative Agent of representations and warranties set forth in Article V shall be true and correct in all documents the Required Banks may reasonably request relating material respects (except to the existence of the Borrowerextent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, the corporate authority for in which case such representations and the validity of this Agreement warranties are true and the Notes, and any other matters relevant hereto, correct in all in form and substance satisfactory to the Administrative Agent. The Administrative Agent shall promptly notify the Borrower and the Banks respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the 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 to the Borrower of the satisfaction of the foregoing conditions shall be conclusive and binding on all parties heretoevidence thereof.

Effectiveness. This Agreement shall become effective on the date (that each of the "Effective Date") on which the Administrative Agent following conditions shall have received the following documents been satisfied or other items, each dated the Effective Date unless otherwise indicatedwaived in accordance with Section 9.05: (a) receipt by the Administrative Agent of counterparts hereof and each other Loan Document 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 telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party)and thereto; (b) receipt by the Administrative Agent for the account of each Bank that has requested a Note pursuant to Section 2.04 of a duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.052.04; (c) receipt by the Administrative Agent of an opinion (i) copies of Xxxx Xxx Listthe results of current Lien searches, Esq.such results to be in form and substance reasonably satisfactory to the Agent; and (ii) counterparts of each of the Security Documents and each of the other Loan Documents signed by each of the parties thereto, General Counsel together with all other documents required by the Agent and the payment of all necessary fees (including filing fees); (d) receipt by the Bank of the legal opinions of Stradley, Ronon, Xxxxxxx & Xxxxx LLP, counsel for 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 Agent may reasonably requestrequest and satisfactory to the Agent in all respects; (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 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 opinion certificate to be dated the Effective Date and to be in form and substance satisfactory to the Administrative Agent; (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 G 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 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 (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, Agent of a manually signed certificate of an officer from the Secretary or Assistant Secretary of the Borrower acceptable to the Administrative Agent stating that all consents, authorizations, notices in form 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 substance reasonably satisfactory to itthe 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 current Prospectus as then in effect, (iv) the 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) evidence 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 Administrative Agent that arrangements have been made for payment Bank and dated the Effective Date (i) certifying and attaching copies of the Borrower’s statement of assets and liabilities referred to in full Section 4.08(a), and (ii) certifying as to the Adjusted Net Assets, in each case as of all amounts owed under the Prior Credit Agreementsclose of business on the Business Day immediately preceding the Effective Date; (h) receipt by the Administrative Agent of a legal existence and good standing certificate for the Syndication Agent (or their respective assigns) and by each Bank Borrower from the Secretary of all fees required to be paid in State of the respective amounts heretofore mutually agreedState of Delaware, and all expenses for which invoices have been presented, on or before the Effective Date; anddated as of a recent date; (i) receipt by the Administrative 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 the Required Banks 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 and other governmental and regulatory authorities, the existence of the Borrower, the corporate authority for and the validity and enforceability of this Agreement and the Notesother Loan Documents, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent. The Administrative ; and (l) receipt by the Agent shall promptly notify the Borrower and the Banks of payment of the Effective Date, fees contemplated by Section 2.08 and such notice all other reasonable fees and expenses (including reasonable fees and disbursements of special counsel for the Agent) then payable hereunder; provided that this Agreement shall not become effective or be conclusive and binding on any party hereto unless all parties heretoof the foregoing conditions are satisfied not later than December 10, 2015.

Effectiveness. This Agreement shall become effective effective, and the commitments under the Existing Credit Facility shall be automatically terminated, on the date (that each of the "Effective Date") on which the Administrative Agent following conditions shall have received the following documents or other items, each dated the Effective Date unless otherwise indicatedbeen satisfied: (a) receipt Receipt by the Administrative Agent of counterparts hereof signed by 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 parties hereto applicable Borrower, each dated the Closing Date (or, in the case of any party as to which an executed counterpart shall not have been receivedcertificates of governmental officials, 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 Bank that has requested a Note of a duly executed Note dated on or recent date before the Effective Date complying with the provisions of Section 2.05; (cClosing Date) 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 each in form and substance satisfactory to the Administrative Agent;Agent and its legal counsel: (di) receipt by the Administrative Agent executed counterparts of an opinion of Xxxxx Xxxx & Xxxxxxxxthis Agreement, special counsel sufficient in number for the Administrative Agent, substantially in the form of Exhibit G 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 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 (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 distribution to the Administrative Agent stating that all consentsand each Borrower; (ii) a Note executed by each Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, authorizationsincumbency certificates and/or other certificates of Responsible Officers of each Borrower as the Administrative Agent may require evidencing the identity, notices authority and filings required or advisable capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement are and the other Loan Documents; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Borrower is duly organized or formed, and that such Borrower is validly existing, in full force good standing and effectqualified to engage in business, in its jurisdiction of organization; (v) a favorable opinion of Rxxx Xxxxx LLP, counsel to TMCC, addressed to the Administrative Agent and each Lender, as to the matters and in the form set forth in Exhibit H; (vi) a favorable opinion of Pxxxxxxxxxx Xxxxxx & Axxxxxx LLP, counsel to TCPR, addressed to the Administrative Agent and each Lender, as to the matters and in the form set forth in Exhibit I-1; (vii) a favorable opinion of Stikeman Elliott LLP, counsel to TCCI, addressed to the Administrative Agent and each Lender, as to the matters and in the form set forth in Exhibit I-2; (viii) favorable opinions of Freshfields Bruckhaus Dxxxxxxx LLP, counsel to TMFNL, TFSUK, TKG and TLG, addressed to the Administrative Agent and each Lender, as to 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 evidence thereof reasonably satisfactory to it;for the account of each Lender a certificate of a Responsible Officer of each Borrower, stating that: (gA) evidence satisfactory to the representations and warranties contained in Article V hereof are correct on and as of the Closing Date; and (B) no event has occurred and is continuing that constitutes a Default; and (x) such other assurances, certificates, documents or consents as the Administrative Agent that arrangements have been made for payment in full of all amounts owed under Agent, the Prior Credit Agreements;Swing Line Lenders or the applicable Required Lenders reasonably may require. (hb) receipt by the Administrative Agent and the Syndication Agent (or their respective assigns) and by each Bank of all Any fees required to be paid in pursuant to the respective amounts heretofore mutually agreed, and all expenses for which invoices have been presented, Fee Letters on or before the Effective Date; andClosing Date shall have been paid. (ic) receipt 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 matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent of all documents the Required Banks may reasonably request relating shall have received notice from such Lender prior 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 Administrative Agent. 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 heretoproposed Closing Date specifying its objection thereto.

Effectiveness. This Agreement shall will become effective on upon the date (the "Effective Date") on which the Administrative Agent shall have received satisfaction of each of the following documents or other items, each dated the Effective Date unless otherwise indicatedconditions: (a) receipt by the Administrative Agent of 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 or telegraphic, telex telex, facsimile or other written confirmation satisfactory to the Administrative Agent from such party of execution of a counterpart hereof by such party)) of this Agreement signed by each of the parties hereto; (b) receipt by the Administrative Agent for of all fees and expenses payable by the account of each Bank that has requested a Note of a duly executed Note dated on or before the Effective Date complying Borrower in connection with the provisions of Section 2.05this 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 Subordination Agreement, duly executed by each of the parties thereto; (e) receipt by the Administrative Agent of one or more opinions of counsel to the Borrower 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 Xxx List& Xxxxxxxx, Esq., General Counsel of special counsel for the BorrowerAgents, substantially in the form of Exhibit F C 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 Administrative Agent; (dg) receipt by the Administrative Agent of an opinion of Xxxxx Xxxx & Xxxxxxxx, special counsel for the Administrative Agent, substantially in the form of Exhibit G 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 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 Officer's Certificate to the effect that the conditions set forth in clauses (cd) through (g), inclusive, of Section 3.03 have been satisfied as of the Effective Date and, in the case of clauses (c), and (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 AgreementsSection 3.01; (h) receipt by the Administrative Agent and of an endorsement to the Syndication Agent (or their respective assigns) and 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 each Bank of all fees required the instrument identified as item 8 on Schedule I, continuing to be paid valid subject to no liens other than those set forth in the respective amounts heretofore mutually agreed, and all expenses for which invoices have been presented, on or before the Effective Datesuch policy; and (i) receipt by the Administrative Agent of all documents the Required Banks it may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the NotesTransaction Documents, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent. The Administrative Agent shall promptly notify each of the Borrower and the Banks parties hereto of the Effective Date, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. This Agreement Amendment shall become effective on the date ------------- on which the following conditions precedent shall have been satisfied (such date, the "Effective Date"): -------------- (a) on Holdings shall have received Net Cash Proceeds in an aggregate amount of at least $150,000,000 from the primary issuance of its common stock and the issuance of not more than $133,000,000 of the Convertible Subordinated Notes, and any such proceeds which are required to be contributed to Details to fund any of such payments shall be so contributed as common equity; (b) the Administrative Agent shall have received the following documents or other itemscounterparts of this Amendment, each dated the Effective Date unless otherwise indicated: (a) receipt duly executed and delivered by the Administrative Agent Company, the Borrowers and the Required Prepayment Lenders; the execution and delivery of counterparts hereof signed 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, including any acquired subsequent to its execution and delivery hereof and prior to 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 Bank that has requested a Note of a duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.05effectiveness hereof; (c) receipt by the Administrative Agent of an opinion of Xxxx Xxx List, Esq., General Counsel shall have received from each of the Borrowers a copy of the resolutions of such Borrower, substantially in certified by the form Secretary of Exhibit F hereto such Borrower, authorizing the execution, delivery and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably requestperformance of this Fourth Amendment, such opinion to which shall be in form and substance reasonably satisfactory to the Administrative AgentAgent and shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded; (d) receipt by the Administrative Agent shall have received a certificate of an opinion each of Xxxxx Xxxx & Xxxxxxxxthe Borrowers, special counsel for dated as of the Administrative Agentdate hereof, substantially in the form of Exhibit G hereto and covering such additional matters relating as to the transactions contemplated hereby as incumbency and signature of the Required Banks may reasonably requestofficers of such Borrower executing this Second Amendment, such opinion to which shall be in form and substance reasonably satisfactory to the 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 (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 such other documents, instruments and agreements with respect to it; (g) evidence satisfactory to the matters contemplated by this Amendment as 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 agreedreasonably shall request, and all expenses for which invoices have been presentedsuch documents, 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 instruments and the validity of this Agreement and the Notes, and any other matters relevant hereto, all agreements shall be in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent ; and (f) the fees referred to in paragraph 11 of this Amendment shall promptly notify the Borrower and the Banks of the Effective Date, and such notice shall be conclusive and binding on all parties heretohave been paid.

Effectiveness. This Agreement shall become effective effective, and the commitments under each of the Existing Credit Facilities shall be automatically terminated, on the date (that each of the "Effective Date") on which the Administrative Agent following conditions shall have received the following documents or other items, each dated the Effective Date unless otherwise indicatedbeen satisfied: (a) receipt Receipt by the Administrative Agent of counterparts hereof signed by 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 parties hereto applicable Borrower, each dated the Closing Date (or, in the case of any party as to which an executed counterpart shall not have been receivedcertificates of governmental officials, 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 Bank that has requested a Note of a duly executed Note dated on or recent date before the Effective Date complying with the provisions of Section 2.05; (cClosing Date) 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 each in form and substance satisfactory to the Administrative Agent;Agent and its legal counsel: (di) receipt by the Administrative Agent executed counterparts of an opinion of Xxxxx Xxxx & Xxxxxxxxthis Agreement, special counsel sufficient in number for the Administrative Agent, substantially in the form of Exhibit G 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 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 (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 distribution to the Administrative Agent stating that all consentsand each Borrower; (ii) a Note executed by each Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, authorizationsincumbency certificates and/or other certificates of Responsible Officers of each Borrower as the Administrative Agent may require evidencing the identity, notices authority and filings required or advisable capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement are and the other Loan Documents; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Borrower is duly organized or formed, and that such Borrower is validly existing, in full force good standing and effectqualified to engage in business, in its jurisdiction of organization; (v) a favorable opinion of Sxxxxxxxxx Xxxxxx & Bxxxxxx LLP, counsel to TMCC, addressed to the Administrative Agent and each Lender; (vi) a favorable opinion of Pxxxxxxxxxx Xxxxxx & Axxxxxx LLP, counsel to TCPR, addressed to the Administrative Agent and each Lender; (vii) a favorable opinion of Stikeman Elliott LLP, counsel to TCCI, addressed to the Administrative Agent and each 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 favorable opinion of King & Wood Mallesons, counsel to TFA, addressed to the Administrative Agent and each Lender; (x) on the Closing Date, the following statements shall be true and the Administrative Agent shall have received evidence thereof reasonably satisfactory to it;for the account of each Lender a certificate of a Responsible Officer of each Borrower, stating that: (gA) evidence satisfactory to the representations and warranties contained in Article V hereof are correct on and as of the Closing Date; and (B) no event has occurred and is continuing that constitutes a Default; and (xi) such other assurances, certificates, documents or consents as the Administrative Agent that arrangements have been made for payment in full of all amounts owed under Agent, the Prior Credit Agreements;Swing Line Lenders or the applicable Required Lenders reasonably may require. (hb) receipt by the Administrative Agent and the Syndication Agent (or their respective assigns) and by each Bank of all Any fees required to be paid in pursuant to the respective amounts heretofore mutually agreed, and all expenses for which invoices have been presented, Fee Letters on or before the Effective Date; andClosing Date shall have been paid. (ic) receipt 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 matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent of all documents the Required Banks may reasonably request relating shall have received notice from such Lender prior 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 Administrative Agent. 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 heretoproposed Closing Date specifying its objection thereto.

Effectiveness. This Agreement shall become effective effective, and the commitments under each of the Existing Credit Facilities shall be automatically terminated, on the date (that each of the "Effective Date") on which the Administrative Agent following conditions shall have received the following documents or other items, each dated the Effective Date unless otherwise indicatedbeen satisfied: (a) receipt Receipt by the Administrative Agent of counterparts hereof signed by 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 parties hereto applicable Borrower, each dated the Closing Date (or, in the case of any party as to which an executed counterpart shall not have been receivedcertificates of governmental officials, 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 Bank that has requested a Note of a duly executed Note dated on or recent date before the Effective Date complying with the provisions of Section 2.05; (cClosing Date) 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 each in form and substance satisfactory to the Administrative Agent;Agent and its legal counsel: (di) receipt by the Administrative Agent executed counterparts of an opinion of Xxxxx Xxxx & Xxxxxxxxthis Agreement, special counsel sufficient in number for the Administrative Agent, substantially in the form of Exhibit G 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 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 (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 distribution to the Administrative Agent stating that all consentsand each Borrower; (ii) a Note executed by each Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, authorizationsincumbency certificates and/or other certificates of Responsible Officers of each Borrower as the Administrative Agent may require evidencing the identity, notices authority and filings required or advisable capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement are and the other Loan Documents; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Borrower is duly organized or formed, and that such Borrower is validly existing, in full force good standing and effectqualified to engage in business, in its jurisdiction of organization; (v) a favorable opinion of Eversheds Xxxxxxxxxx (US) LLP, counsel to TMCC, addressed to the Administrative Agent and each Lender; (vi) a favorable opinion of Xxxxxxxxxxx Xxxxxx & Xxxxxxx LLP, counsel to TCPR, addressed to the Administrative Agent and each Lender; (vii) a favorable opinion of Stikeman Elliott LLP, counsel to TCCI, addressed to the Administrative Agent and each 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 favorable opinion of King & Wood Mallesons, counsel to TFA, addressed to the Administrative Agent and each Lender; (x) on the Closing Date, the following statements shall be true and the Administrative Agent shall have received evidence thereof reasonably satisfactory to it;for the account of each Lender a certificate of a Responsible Officer of each Borrower, stating that: (gA) evidence satisfactory to the representations and warranties contained in Article V hereof are correct on and as of the Closing Date; and (B) no event has occurred and is continuing that constitutes a Default; and (xi) such other assurances, certificates, documents or consents as the Administrative Agent that arrangements have been made for payment in full of all amounts owed under Agent, the Prior Credit Agreements;Swing Line Lenders or the applicable Required Lenders reasonably may require. (hb) receipt by the Administrative Agent and the Syndication Agent (or their respective assigns) and by each Bank of all Any fees required to be paid in pursuant to the respective amounts heretofore mutually agreed, and all expenses for which invoices have been presented, Fee Letters on or before the Effective Date; andClosing Date shall have been paid. (ic) receipt 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 matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent of all documents the Required Banks may reasonably request relating shall have received notice from such Lender prior 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 Administrative Agent. 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 heretoproposed Closing Date specifying its objection thereto.

Effectiveness. This Agreement shall become effective on the date that each of the following conditions shall have been satisfied (the "Effective Date"or waived in accordance with Section 9.5): (a) on which the Administrative Agent shall have received from each of the following documents or other itemsBorrower, each dated Issuing Bank and the Effective Date unless otherwise indicated: Banks (ax) receipt by a counterpart of this Agreement signed on behalf of such Person or (y) written evidence satisfactory to the Administrative Agent of 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 telegraphic, telex or other written confirmation from such party of execution may include facsimile transmission of a signed signature page of this Agreement) that such Person has signed a counterpart hereof by such party)of this Agreement; (b) receipt by the Administrative Agent for the account of written opinions (each 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 and addressed to the Administrative Agent and the Lenders) of an opinion of Xxxx Xxx List, Esq., (i) the General Counsel of the Borrower and (ii) Hunton & Xxxxxxxx, special New York counsel for 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 each case in form and substance satisfactory to the Administrative AgentAgent 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) receipt by 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 an opinion of Xxxxx Xxxx & Xxxxxxxxthe Loan Documents, special counsel for shall have been paid; (e) the Administrative Agent, substantially in the form Agent shall have received (i) a certificate of Exhibit G hereto and covering such additional matters relating good standing with respect to the transactions contemplated hereby as Borrower from the Required Banks may reasonably requestSecretary of State of its state of incorporation, such opinion to be and (ii) a certificate of the Secretary or an Assistant Secretary of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent; , attaching (eA) 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 (c) through (g), inclusive, of Section 3.03 have been satisfied as of the Effective Date and, in the case of clauses (c)organizational documents, (eB) resolutions authorizing the Loan Documents 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 transactions contemplated thereby which are in full force and effect, and the Administrative Agent shall have received evidence (C) containing an incumbency certification with respect to each officer thereof reasonably satisfactory to itsigning any Loan Document; (gf) evidence satisfactory to the Administrative Agent that arrangements have been made for payment representations and warranties set forth in full Article 4 are true and correct on and as 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 (ig) receipt by no Default shall have occurred and be continuing on the Administrative Agent of all documents the Required Banks may reasonably request relating Effective Date. Notwithstanding anything to the existence contrary contained in this Section 3.1, this Agreement shall not become effective or be binding on any party hereto unless not later than November 1, 2009, all of the Borrower, the corporate authority for foregoing conditions are satisfied (or waived in accordance with Section 9.5). The Borrower and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory Banks party to the Administrative AgentExisting Agreements, 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 the Banks Lenders of the Effective Date, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. This Agreement shall become effective on the date (the "Effective Date") on which the Administrative Agent shall have received the following documents or other items, each dated the Effective Date unless otherwise indicated: (a) receipt by the Administrative Agent of 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 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 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 Administrative Agent; (d) receipt by the Administrative Agent of an opinion of Xxxxx Xxxx Milbank, Tweed, Xxxxxx & XxxxxxxxXxXxxx, special counsel for the Administrative AgentBorrower, substantially in the form of Exhibit G 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 Administrative Agent; (e) receipt by the Administrative 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 transactions 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 Chief Executive Officer Governor and an Assistant Secretary-Treasurer or the Controller of the Borrower to the effect that the conditions set forth in clauses (c) through (g), inclusive, of Section 3.03 have been satisfied as of the Effective Date 3.02 and, in the case of clauses (c), (e) and (g), setting forth in reasonable detail the calculations required to establish such compliance; (fg) 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; (gh) evidence satisfactory to the Administrative Agent Required Banks that arrangements the Commitments, as defined in the Prior Credit Agreement, have been made for payment 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 Prior Credit Agreement shall survive the termination of such Commitments and shall remain in full of force and effect) and 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 Agreement have been paid in the respective amounts heretofore mutually agreed, and all expenses for which invoices have been presented, on or before the Effective Datefull; 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 satisfactory to the Administrative Agent. 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.

Effectiveness. This (i) The Existing Credit Agreement became effective on the Effective Date and this Agreement shall become effective on the date (the "“Amendment Effective Date"”) on which the Administrative Agent shall have received the following documents or other items, each dated the Amendment Effective Date unless otherwise indicated: (a) receipt by the Administrative Agent of 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 telegraphicin facsimile transmission, telex electronic submission or other written confirmation writing from such party of execution of a counterpart hereof by such party); (b) receipt by the Administrative Agent for the account of each Bank that has requested a Note of a duly executed Note dated on or before the Amendment Effective Date complying with the provisions of Section 2.05; (c) receipt by the Administrative Agent of an opinion of Xxxx Xxx List, Esq., 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 hereto, provided that an enforceability opinion under New York law, that is reasonably request, such opinion to be in form and substance satisfactory acceptable to the 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 Administrative Agent of an opinion of Xxxxx Xxxx & Xxxxxxxx, special counsel for the Administrative Agent, substantially in the form of Exhibit G 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 Administrative Agent; (e) receipt by the Administrative Agent of a certificate signed by any one of the Chief Financial Officer or Officer, the Chief Executive Officer and Officer, the Chief Operating Officer, an Assistant Secretary-Treasurer Treasurer, the Controller or the Controller Vice President, Capital Markets Relations of the Borrower to the effect that the conditions set forth in clauses (c) through (g), 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; (fe) 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; (hf) 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 agreedagreed 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 (ih) 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 Administrative Agent. The Administrative Agent shall promptly notify the Borrower and the Banks Bank Parties of the Amendment Effective Date, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. This Agreement shall become effective on the date (the "Effective Date") on which the Administrative Agent shall have received the following documents or other items, each dated The occurrence of the Effective Date unless otherwise indicatedis subject to the satisfaction (or waiver) of only the following conditions precedent: (a) receipt by the Administrative Agent of counterparts hereof signed by each (or its counsel) shall have received from (I) all Lenders hereunder as of the parties hereto Effective Date, (orII) the Administrative Agent, in (III) each Issuing Lender and (IV) the case Borrower either (i) a counterpart of any this Agreement signed on behalf of such party as or (ii) customary written evidence reasonably satisfactory to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it (which may include telecopy or electronic transmission of telegraphic, telex or other written confirmation from a signed signature page of this Agreement) that such party of execution of has signed a counterpart hereof by such party)of this Agreement; (b) receipt by the Borrower shall have paid all fees, costs and expenses due and payable to the Administrative Agent Agent, for itself and on behalf of the account of each Bank that has requested a Note of a duly executed Note dated Lenders, or its counsel on or before the Effective Date complying with and (in the provisions case of Section 2.05expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Effective Date; (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 at least three (3) days prior to the transactions contemplated hereby as the Required Banks may reasonably requestEffective Date, such opinion to be in form and substance satisfactory to the Administrative Agent; (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 G 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 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 shall have provided the effect 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) documentation 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 other information about 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 is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Prior Credit Agreements; (h) receipt U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Administrative Agent and the Syndication Agent Arrangers or a Lender in writing at least ten (or their respective assigns10) and by each Bank of all fees required Business Days prior 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 (id) receipt the 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 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 satisfactory to the Administrative Agent. The Administrative Agent shall promptly notify the Borrower and the Banks of on the Effective Date, and such notice shall be conclusive and binding on all parties heretoevidence 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 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 Effective Date specifying its objection thereto.

Effectiveness. This Agreement Amendment shall become effective on the date (such date and time of effectiveness, the "“Amendment No. 1 Effective Date"”) on which that each of the conditions precedent set forth below shall have been satisfied: (a) The Administrative Agent shall have received the following documents or other items, each dated the Effective Date unless otherwise indicated: (a) receipt by the Administrative Agent of executed counterparts hereof signed by from each of the parties hereto (orLoan Parties, in Lenders constituting the case of any party as to which an executed counterpart shall not have been received, receipt by Required Lenders and 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)Term B-1 Lender; (b) receipt by The Administrative Agent shall have received written opinions (addressed to the Administrative Agent and the Lenders and dated the Amendment No. 1 Effective Date) of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, New York counsel for the account Loan Parties, and regulatory counsel for the Loan Parties reasonably acceptable to the Administrative Agent, as to such matters as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agent. Each of each Bank that has requested a Note of a duly executed Note dated on or before Holdings and the Effective Date complying with the provisions of Section 2.05Borrower hereby requests such counsels to deliver such opinions; (c) receipt by the The Administrative Agent of an opinion of Xxxx Xxx List, Esq., General Counsel shall have received a Borrowing Request requesting the borrowing of the Borrower, substantially Term B-1 Loans and a notice of prepayment of the Non- Converted New Term Loans (as defined in Exhibit A); (d) 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 F hereto Q to the Credit Agreement certifying as to the solvency of the Borrower and covering such additional matters relating its Subsidiaries on a consolidated basis after giving effect to the transactions contemplated hereby as the Required Banks may reasonably request, such opinion to be in form consummated on the Amendment No. 1 Effective Date and substance satisfactory (y) as to the Administrative Agentsatisfaction of the conditions set forth in Section 4.02 of the Credit Agreement; (de) receipt by the The Administrative Agent shall have received copies of an opinion lien searches in such jurisdictions as the Lead Arranger may reasonably request (it being understood that lien searches in the jurisdiction of Xxxxx Xxxx & Xxxxxxxxorganization or formation of each Loan Party shall be sufficient); (f) The Administrative Agent shall have received a certificate of each Loan Party, special counsel for dated the Administrative AgentAmendment No. 1 Effective Date, substantially in the form of Exhibit G hereto and covering such additional matters relating to the transactions contemplated hereby as Credit Agreement with appropriate insertions, executed by any Responsible Officer of such Loan Party, and including or attaching the Required Banks may reasonably request, such opinion documents referred to be in form and substance satisfactory to the Administrative Agentparagraph (g) of this Section; (eg) receipt 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 Administrative Agent of applicable Governmental Authority, or 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 certification from such Loan Party that the conditions set forth in clauses (c) through (g), inclusive, of Section 3.03 have been satisfied as of the Effective Date and, its Organizational Documents 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 form delivered to the Administrative Agent stating that all consentson the Restatement Effective Date or the Escrow Assumption Date, authorizationsas applicable, notices have not been amended or modified since the date of such delivery and filings required or advisable in connection with this Agreement are in full force and effect, (ii) signature and incumbency certificates of the Administrative Agent shall have received evidence thereof reasonably satisfactory Responsible Officers of each Loan Party executing the Loan Documents to it; which it is a party, (giii) evidence satisfactory 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 good standing certificate (to the Administrative Agent that arrangements have been made for payment in full extent such concept exists) from the applicable Governmental Authority of all amounts owed under the Prior Credit Agreements;each Loan Party’s jurisdiction of incorporation, organization or formation; and (h) receipt The Borrower shall have paid, or concurrently herewith shall pay to JPMorgan Chase Bank, N.A. such fees as have separately been agreed by JPMorgan Chase Bank, N.A. and the Borrower and, to the extent invoiced, the reasonable and documented out-of- pocket expenses of the Administrative Agent and the Syndication Agent Lead Arranger in connection with this Amendment (or their respective assigns) including the reasonable fees and by each Bank expenses of all fees required to be paid in the respective amounts heretofore mutually agreedXxxxxx Xxxxxx & Xxxxxxx LLP, 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 counsel to the existence of the Borrower, the corporate authority for Lead Arranger and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent. 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).

Effectiveness. This Agreement shall become effective effective, and the commitments under each of the Existing Credit Facilities shall be automatically terminated, on the date (that each of the "Effective Date") on which the Administrative Agent following conditions shall have received the following documents or other items, each dated the Effective Date unless otherwise indicatedbeen satisfied: (a) receipt Receipt by the Administrative Agent of counterparts hereof signed by 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 parties hereto applicable Borrower, each dated the Closing Date (or, in the case of any party as to which an executed counterpart shall not have been receivedcertificates of governmental officials, 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 Bank that has requested a Note of a duly executed Note dated on or recent date before the Effective Date complying with the provisions of Section 2.05; (cClosing Date) 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 each in form and substance satisfactory to the Administrative Agent;Agent and its legal counsel: (di) receipt by the Administrative Agent executed counterparts of an opinion of Xxxxx Xxxx & Xxxxxxxxthis Agreement, special counsel sufficient in number for the Administrative Agent, substantially in the form of Exhibit G 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 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 (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 distribution to the Administrative Agent stating that all consentsand each Borrower; (ii) a Note executed by each Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, authorizationsincumbency certificates and/or other certificates of Responsible Officers of each Borrower as the Administrative Agent may require evidencing the identity, notices authority and filings required or advisable capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement are and the other Loan Documents; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Borrower is duly organized or formed, and that such Borrower is validly existing, in full force good standing and effectqualified to engage in business, in its jurisdiction of organization; (v) a favorable opinion of Eversheds Xxxxxxxxxx (US) LLP, counsel to TMCC, addressed to the Administrative Agent and each Lender; (vi) a favorable opinion of Xxxxxxxxxxx Xxxxxx & Xxxxxxx LLP, counsel to TCPR, addressed to the Administrative Agent and each Lender; (vii) a favorable opinion of Stikeman Elliott LLP, counsel to TCCI, addressed to the Administrative Agent and each 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 favorable opinion of King & Wood Mallesons, counsel to TFA, addressed to the Administrative Agent and each Lender; (x) on the Closing Date, the following statements shall be true and the Administrative Agent shall have received evidence thereof reasonably satisfactory to it;for the account of each Lender a certificate of a Responsible Officer of each Borrower, stating that: (gA) evidence satisfactory to the representations and warranties contained in Article V hereof are correct on and as of the Closing Date; and (B) no event has occurred and is continuing that constitutes a Default; and (xi) such other assurances, certificates, documents or consents as the Administrative Agent that arrangements have been made for payment in full of all amounts owed under Agent, the Prior Credit Agreements;Swing Line Lenders or the applicable Required Lenders reasonably may require. (hb) receipt by the Administrative Agent and the Syndication Agent (or their respective assigns) and by each Bank of all Any fees required to be paid in pursuant to the respective amounts heretofore mutually agreed, and all expenses for which invoices have been presented, Fee Letters on or before the Effective Date; andClosing Date shall have been paid. (ic) receipt 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 matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent of all documents the Required Banks may reasonably request relating shall have received notice from such Lender prior 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 Administrative Agent. 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 heretoproposed Closing Date specifying its objection thereto.

Effectiveness. This Agreement shall become effective on the date (the "“Effective Date"”) on which the following conditions are satisfied: (a) The Administrative Agent shall have received each of the following documents or other itemsdocuments, each dated the Effective Date unless otherwise indicated: (ai) receipt by the Administrative Agent of 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 telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party)[Reserved]; (bii) receipt by the Administrative Agent opinions of (A) Xxxxxx Xxxxxx & Xxxxxxx LLP, special New York counsel for the account 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 Bank that has requested in 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 acceptable to the Administrative Agent; (diii) receipt upon the reasonable request of any Lender made by the Administrative Agent of an opinion of Xxxxx Xxxx & XxxxxxxxNovember 18, special counsel for the Administrative Agent, substantially in the form of Exhibit G hereto and covering such additional matters relating 2022 prior to the transactions contemplated hereby as Effective Date, the Required Banks may reasonably requestdocumentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, such opinion to be in form and substance satisfactory to including the Administrative AgentPatriot Act; (eiv) receipt by the Administrative Agent of with respect to each Borrower, a certificate on behalf of such Borrower signed by the Chief Financial Officer or the Chief Executive Officer an authorized representative of such Borrower (in such person’s capacity as a representative and an Assistant Secretary-Treasurer or the Controller not in a personal capacity) certifying: (A) that attached thereto is a true, correct and complete copy of the Organizational Documents of such Borrower to (other than any by-laws of the effect that the conditions set forth in clauses (c) through (gsupervisory boards and/or advisory boards of Linde GmbH), inclusive, of Section 3.03 have been satisfied as of in effect on the Effective Date and, in the case of clauses (c), (e) and (g), setting forth in reasonable detail the calculations required to establish such complianceDate; (fB) receipt by that no proceeding for the Administrative Agentdissolution, with a copy for each Bank, liquidation or examination (or analogous proceeding) of a certificate such Borrower exists; (C) (other than in respect of an officer Linde GmbH) that the copies of the Borrower acceptable 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 applicable) pursuant to which the terms of, other applicable authorizations and the transaction contemplated by this Agreement were approved and which are attached to the Administrative Agent stating that all consents, authorizations, notices certificate are true and filings required or advisable in connection with this Agreement are correct and in full force and effecteffect and in respect of Linde GmbH, attached thereto is an in-house confirmation from an authorized representative of Linde GmbH that all corporate actions necessary under the Organizational Documents for the entry into the Agreement by Linde GmbH have been taken; and (D) as to the incumbency and signature of each authorized person who signed this Agreement and the Notes on behalf of such Xxxxxxxx; and (v) with respect to Linde GmbH, the Linde GmbH Guarantor Supplement. (b) The Administrative Agent shall have received evidence thereof reasonably satisfactory to it; (g) evidence satisfactory 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 Administrative Agent that arrangements have been made for Effective Date, including, to the extent invoiced at least one day prior to the Effective Date, reimbursement or 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 out-of-pocket expenses required to 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 respective amounts heretofore mutually agreed, Borrowers contained in this Agreement shall be true in all material respects (except that any such representation or warranty qualified as to materiality or by “Material Adverse Effect” shall be true in all respects) on and all expenses for which invoices have been presented, on or before as of the Effective Date; and, except to the extent that any such representations or warranties refer specifically to an earlier date, in which case they shall be true as of such earlier date. (if) 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 satisfactory to the Administrative AgentThe Signing Date shall have occurred. The Administrative Agent shall promptly notify the Borrower Company and the Banks Lenders of the Effective Date, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. This Agreement shall become effective on the date (that each of the "Effective Date") on which the Administrative Agent following conditions shall have received the following documents been satisfied or other items, each dated the Effective Date unless otherwise indicatedwaived in accordance with Section 9.05 hereof: (a) receipt by the Administrative Agent of 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 telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party)hereto; (b) receipt by the Administrative Agent for of (i) a perfection certificate from the account Borrower substantially in the form of each Bank that has requested a Note Exhibit G attached hereto, (ii) copies of a duly executed Note dated on the results of current UCC lien searches (or before the Effective Date complying with equivalent in the provisions of Section 2.05applicable jurisdictions), such results to be in form and substance reasonably satisfactory to the Agent, (iii) the 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; (c) receipt by the Administrative Agent of an the legal opinion of Xxxx Xxx ListDechert LLP, Esq., General Counsel of counsel for the Borrower, substantially in addressed to the form of Exhibit F hereto Agent and the Banks and covering such additional matters relating to the transactions contemplated hereby as the Required Banks 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 opinion certificate to be dated the Effective Date and to be in form and substance satisfactory to the Administrative Agent; (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 G 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 Administrative Agent; (e) receipt by the Administrative Agent of a manually signed certificate signed by from the Chief Financial Officer Secretary or the Chief Executive Officer and an Assistant Secretary-Treasurer or the Controller Secretary of the Borrower in form and substance satisfactory to the effect that the conditions set forth in clauses (c) through (g), inclusive, of Section 3.03 have been satisfied as of Agent and dated the Effective Date andas to the incumbency of, in and bearing manual specimen signatures of, the case Authorized Signatories who are authorized to execute and take actions under the Loan Documents for and on behalf of clauses the Borrower, and certifying and attaching copies of (ci) Charter Documents (other than those delivered pursuant to Section 3.01(g) hereof), with all amendments thereto, (eii) 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 (gv) a balance sheet of the Borrower, dated the Effective Date, and prepared in accordance with Generally Accepted Accounting Principles (the “Closing Balance Sheet”), setting forth in reasonable detail the calculations required to establish such compliance; (f) receipt by a legal existence and good standing certificate for the Administrative AgentBorrower from the Secretary of State of the State of Delaware, with a copy for each Bank, dated as 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 itrecent date; (g) evidence satisfactory to a copy of the Administrative Agent that arrangements have been made for payment in full articles of incorporation of the Borrower, with all amounts owed under amendments, certified as of a recent date by the Prior Credit AgreementsSecretary of State of the State of Delaware; (h) receipt by the Administrative Agent and the Syndication Agent (or their respective assigns) and by on behalf of each Bank of all fees required a duly completed Form FR U-1 referred to be paid in Regulation U signed by the respective amounts heretofore mutually agreed, and all expenses for which invoices have been presented, on or before the Effective DateBorrower; and (i) receipt by the Administrative Agent of payment of (i) all documents reasonable fees and expenses (including reasonable fees and disbursements of special counsel for the Required Banks may reasonably request relating Agent) then payable hereunder for which invoices have been presented and (ii) all fees then due and payable pursuant 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 Administrative AgentSection 2.07(b) hereof. 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.

Effectiveness. This Agreement shall become effective effective, and the commitments under each Existing Credit Facility shall be automatically terminated, on the date (that each of the "Effective Date") on which the Administrative Agent following conditions shall have received the following documents or other items, each dated the Effective Date unless otherwise indicatedbeen satisfied: (a) receipt Receipt by the Administrative Agent of counterparts hereof signed by the following, each of which shall be originals or facsimiles unless otherwise specified, each properly executed by a Responsible Officer of the parties hereto applicable Borrower, each dated the Closing Date (or, in the case of any party as to which an executed counterpart shall not have been receivedcertificates of governmental officials, 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 Bank that has requested a Note of a duly executed Note dated on or recent date before the Effective Date complying with the provisions of Section 2.05; (cClosing Date) 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 each in form and substance satisfactory to the Administrative AgentAgent and its legal counsel: (i) executed counterparts of this Agreement; (dii) receipt a 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 Closing 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 an opinion of Xxxxx Xxxx & Xxxxxxxx, special counsel for the Administrative Agent, substantially in the form of Exhibit G hereto and covering such additional matters relating each Responsible Officer thereof authorized to the transactions contemplated hereby act as the Required Banks may reasonably request, such opinion to be in form and substance satisfactory to the Administrative Agent; (e) receipt by the Administrative Agent of a certificate signed by the Chief Financial Responsible 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 (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 and the other Loan Documents; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Borrower is duly organized or formed, and that such Borrower is validly existing, in full force good standing and effectqualified to engage in business, in its jurisdiction of organization; (v) a favorable opinion of Eversheds Xxxxxxxxxx (US) LLP, counsel to TMCC, addressed to the Administrative Agent and each Lender; (vi) a favorable opinion of Xxxxxxxxxxx Xxxxxx & Xxxxxxx LLP, counsel to TCPR, addressed to the Administrative Agent and each Lender; (vii) a favorable opinion of Stikeman Elliott LLP, counsel to TCCI, addressed to the Administrative Agent and each 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 favorable opinion of King & Wood Mallesons, counsel to TFA, addressed to the Administrative Agent and each Lender; (x) on the Closing Date, the following statements shall be true and the Administrative Agent shall have received evidence thereof reasonably satisfactory to it;for the account of each Lender a certificate of a Responsible Officer of each Borrower, stating that: (gA) evidence satisfactory to the representations and warranties contained in Article V hereof are correct on and as of the Closing Date; and (B) no event has occurred and is continuing that constitutes a Default; and (xi) such other assurances, certificates, documents or consents as the Administrative Agent that arrangements have been made for payment in full of all amounts owed under Agent, the Prior Credit Agreements;Swing Line Lenders or the applicable Required Lenders reasonably may require. (hb) receipt by the Administrative Agent and the Syndication Agent (or their respective assigns) and by each Bank of all Any fees required to be paid in pursuant to the respective amounts heretofore mutually agreed, and all expenses for which invoices have been presented, Fee Letters on or before the Effective Date; andClosing Date shall have been paid. (ic) receipt 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 matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent of all documents the Required Banks may reasonably request relating shall have received notice from such Lender prior 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 Administrative Agent. 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 heretoproposed Closing Date specifying its objection thereto.

Effectiveness. This Agreement Amendment shall become effective on the date (the "Effective Date") on which the Administrative Agent shall have received the following documents or other items, each dated the Effective Date unless otherwise indicated: (a) receipt by the Administrative Agent of 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 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 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 Administrative Agent; (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 G 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 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 (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 upon (i) receipt by the Administrative Agent of all documents the Required Banks may reasonably request relating to the existence counterparts hereof, duly executed by each of the Borrowerparties hereto, (ii) receipt by the corporate authority for Administrative Agent of counterparts of the Gotham Group Fee Letter and the validity of this Agreement and Xxxxx Fargo Fee Letter, duly executed by the Notesparties thereto, and any other matters relevant heretoreceipt by each of the Committed Purchasers in the accounts specified therein of their respective Upfront Fees, all in form and substance satisfactory to (iii) receipt by the Administrative Agent of counterparts of the Administrative Agent. The ’s Fee Letter, duly executed by Seller and the Administrative Agent, and payment of the Administrative Agent’s fee described therein, (iv) receipt by the Administrative Agent shall promptly notify of a Secretary’s Certificate of the Borrower 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 Banks of documents required to be delivered hereunder. Except as expressly amended hereby, the Effective Date, Agreement shall remain unaltered and such notice shall be conclusive in full force and binding on all parties heretoeffect.

Effectiveness. This Agreement shall become effective effective, and the commitments under each of the Existing Credit Facilities shall be automatically terminated, on the date (that each of the "Effective Date") on which the Administrative Agent following conditions shall have received the following documents or other items, each dated the Effective Date unless otherwise indicatedbeen satisfied: (a) receipt Receipt by the Administrative Agent of counterparts hereof signed by 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 parties hereto applicable Borrower, each dated the Closing Date (or, in the case of any party as to which an executed counterpart shall not have been receivedcertificates of governmental officials, 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 Bank that has requested a Note of a duly executed Note dated on or recent date before the Effective Date complying with the provisions of Section 2.05; (cClosing Date) 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 each in form and substance satisfactory to the Administrative Agent;Agent and its legal counsel: (di) receipt by the Administrative Agent executed counterparts of an opinion of Xxxxx Xxxx & Xxxxxxxxthis Agreement, special counsel sufficient in number for the Administrative Agent, substantially in the form of Exhibit G 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 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 (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 distribution to the Administrative Agent stating that all consentsand each Borrower; (ii) a Note executed by each Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, authorizationsincumbency certificates and/or other certificates of Responsible Officers of each Borrower as the Administrative Agent may require evidencing the identity, notices authority and filings required or advisable capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement are and the other Loan Documents; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Borrower is duly organized or formed, and that such Borrower is validly existing, in full force good standing and effectqualified to engage in business, in its jurisdiction of organization; (v) a favorable opinion of Winston & Xxxxxx LLP, counsel to TMCC, addressed to the Administrative Agent and each Lender; (vi) a favorable opinion of Xxxxxxxxxxx Xxxxxx & Xxxxxxx LLP, counsel to TCPR, addressed to the Administrative Agent and each Lender; (vii) a favorable opinion of Stikeman Elliott LLP, counsel to TCCI, addressed to the Administrative Agent and each 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) on the Closing Date, the following statements shall be true and the Administrative Agent shall have received evidence thereof reasonably satisfactory to it;for the account of each Lender a certificate of a Responsible Officer of each Borrower, stating that: (gA) evidence satisfactory to the representations and warranties contained in Article V hereof are correct on and as of the Closing Date; and (B) no event has occurred and is continuing that constitutes a Default; and (x) such other assurances, certificates, documents or consents as the Administrative Agent that arrangements have been made for payment in full of all amounts owed under Agent, the Prior Credit Agreements;Swing Line Lenders or the applicable Required Lenders reasonably may require. (hb) receipt by the Administrative Agent and the Syndication Agent (or their respective assigns) and by each Bank of all Any fees required to be paid in pursuant to the respective amounts heretofore mutually agreed, and all expenses for which invoices have been presented, Fee Letters on or before the Effective Date; andClosing Date shall have been paid. (ic) receipt 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 matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent of all documents the Required Banks may reasonably request relating shall have received notice from such Lender prior 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 Administrative Agent. 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 heretoproposed Closing Date specifying its objection thereto.

Effectiveness. This Agreement shall become effective effective, and the commitments under each of the Existing Credit Facilities shall be automatically terminated, on the date (that each of the "Effective Date") on which the Administrative Agent following conditions shall have received the following documents or other items, each dated the Effective Date unless otherwise indicatedbeen satisfied: (a) receipt Receipt by the Administrative Agent of counterparts hereof signed by 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 parties hereto applicable Borrower, each dated the Closing Date (or, in the case of any party as to which an executed counterpart shall not have been receivedcertificates of governmental officials, 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 Bank that has requested a Note of a duly executed Note dated on or recent date before the Effective Date complying with the provisions of Section 2.05; (cClosing Date) 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 each in form and substance satisfactory to the Administrative Agent;Agent and its legal counsel: (di) receipt by the Administrative Agent executed counterparts of an opinion of Xxxxx Xxxx & Xxxxxxxxthis Agreement, special counsel sufficient in number for the Administrative Agent, substantially in the form of Exhibit G 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 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 (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 distribution to the Administrative Agent stating that all consentsand each Borrower; (ii) a Note executed by each Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, authorizationsincumbency certificates and/or other certificates of Responsible Officers of each Borrower as the Administrative Agent may require evidencing the identity, notices authority and filings required or advisable capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement are and the other Loan Documents; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Borrower is duly organized or formed, and that such Borrower is validly existing, in full force good standing and effectqualified to engage in business, in its jurisdiction of organization; (v) a favorable opinion of Rxxx Xxxxx LLP, counsel to TMCC, addressed to the Administrative Agent and each Lender; (vi) a favorable opinion of Pxxxxxxxxxx Xxxxxx & Axxxxxx LLP, counsel to TCPR, addressed to the Administrative Agent and each Lender; (vii) a favorable opinion of Stikeman Elliott LLP, counsel to TCCI, addressed to the Administrative Agent and each 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 favorable opinion of King & Wood Mallesons, counsel to TFA, addressed to the Administrative Agent and each Lender; (x) on the Closing Date, the following statements shall be true and the Administrative Agent shall have received evidence thereof reasonably satisfactory to it;for the account of each Lender a certificate of a Responsible Officer of each Borrower, stating that: (gA) evidence satisfactory to the representations and warranties contained in Article V hereof are correct on and as of the Closing Date; and (B) no event has occurred and is continuing that constitutes a Default; and (xi) such other assurances, certificates, documents or consents as the Administrative Agent that arrangements have been made for payment in full of all amounts owed under Agent, the Prior Credit Agreements;Swing Line Lenders or the applicable Required Lenders reasonably may require. (hb) receipt by the Administrative Agent and the Syndication Agent (or their respective assigns) and by each Bank of all Any fees required to be paid in pursuant to the respective amounts heretofore mutually agreed, and all expenses for which invoices have been presented, Fee Letters on or before the Effective Date; andClosing Date shall have been paid. (ic) receipt 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 matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent of all documents the Required Banks may reasonably request relating shall have received notice from such Lender prior 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 Administrative Agent. 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 heretoproposed Closing Date specifying its objection thereto.

Effectiveness. This Agreement shall become effective on the date (the "“Effective Date"”) on which (i) the Company has furnished to the Administrative Agent shall have received each of the following documents or other itemsand (ii) each of the following events shall have occurred, each dated the Effective Date unless otherwise indicatedas applicable: (a) receipt 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 appropriate governmental officer in its jurisdiction of formation, as well as any other information requested by the Administrative Agent of counterparts hereof signed or any Lender and required by each Section 326 of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by USA Patriot Act or necessary for the Administrative Agent in form satisfactory or any Lender to it verify the identity of telegraphic, telex or other written confirmation from such party the Company as required by Section 326 of execution of a counterpart hereof by such party);the USA Patriot Act. (b) receipt 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 for and the account Lenders shall be entitled to rely until informed of any change in writing by the Company. (d) A certificate, signed by the chief financial officer, controller or chief accounting officer of the Company, 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 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 reasonably acceptable to the Administrative Agent. (f) Certified copies of all required consents and approvals from third parties, including governmental approvals, with respect to the execution and delivery by the Company of, and the performance by the Company of its obligations under, each Bank that has requested Loan Document to which it is a Note party. (g) An Amended and Restated Borrowing Subsidiary Agreement, in substantially the form of a Exhibit C, duly executed Note dated by each Existing Borrowing Subsidiary. (h) All principal, interest, fees and 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 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 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 Administrative Agent; (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 G 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 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 Secretaryall reasonable out-Treasurer or the Controller of the Borrower to the effect 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 of-pocket expenses required to be paid in by the respective amounts heretofore mutually agreed, and all expenses Company on or before the Effective Date for which invoices have been presented, on or before presented to the Company reasonably in advance of the Effective Date; and. (k) The Lenders shall have received (i) receipt by 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 and delivered to the Administrative Agent Promissory Notes payable to each Lender which has requested a Promissory Note in the amount of all its respective Revolving Commitment. (m) Such other documents as the Required Banks Administrative Agent or any Lender or its counsel may have reasonably request relating to requested. Notwithstanding the existence foregoing, the obligations of the Borrower, the corporate authority for Lenders to make Loans and the validity Issuers to issue Letters of this Agreement and Credit hereunder shall not become effective unless each of the Notesforegoing conditions is satisfied (or waived pursuant to Section 8.2) at or prior to 2:00 p.m., and any other matters relevant heretoNew York City time, all in form and substance satisfactory to the Administrative Agenton August 30, 2013. The Administrative Agent shall promptly notify the Borrower Company and the Banks Lenders of the occurrence of the Effective Date, and such which notice shall be conclusive and binding on all parties heretobinding.

Effectiveness. This Agreement shall become effective on upon its execution by the date (the "Effective Date") on which the Administrative Agent shall have received the following documents or other itemsAdditional [Borrower][Guarantor], each dated Borrower, each Guarantor and each Agent and receipt by the Effective Date unless otherwise indicatedAgents of the following, in each case in form and substance reasonably satisfactory to the Agents: (ai) receipt by the Administrative Agent of original counterparts hereof signed to this Agreement, duly executed by each of Borrower, each Guarantor, the parties hereto (orAdditional [Borrower][Guarantor] and the Agents, together with the Schedules referred to 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)Section 2(b) hereof; (bii) receipt by a Supplement to the Administrative Agent for the account of each 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 BorrowerSecurity Agreement, substantially in the form of Exhibit F hereto and covering such additional matters relating C to the transactions contemplated hereby 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 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 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 of the Additional [Borrower][Guarantor] 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, 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 Required Banks Collateral Agent may reasonably request; (v) to the extent required under the Financing Agreement (A) a Mortgage, such opinion to be in form and substance reasonably satisfactory to the Administrative Agent; Collateral Agent (d) receipt the “Additional Mortgage”), duly executed by the Administrative Agent of an opinion of Xxxxx Xxxx & XxxxxxxxAdditional [Borrower][Guarantor], special counsel for with respect to the Administrative Agentreal property owned by the Additional [Borrower][Guarantor], substantially in the form of Exhibit G hereto and (B) a Title Insurance Policy covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably requestreal property, such opinion to be (C) a current ALTA survey thereof and a surveyor’s certificate, each in form and substance reasonably satisfactory to the Administrative Collateral Agent, together with such other agreements, instruments and documents as the Collateral Agent may reasonably require under Section 7.01(o) of the Financing Agreement or otherwise; (evi) 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 (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 the Collateral Agent of the filing of appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary to perfect the Administrative Agent that arrangements have been made for payment in full of all amounts owed under the Prior Credit Agreements; (h) receipt security interests purported to be created by the Administrative Agent Security Agreement Supplement 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 Dateany Mortgage; and (ivii) receipt by if requested pursuant to Section 7.01(b), a written opinion of counsel to the Administrative Agent of all documents Loan Parties as to such matters as the Required Banks 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 Administrative Agent. 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 heretorequest.

Effectiveness. This Agreement shall become effective effective, and the commitments under each of the Existing Credit Facilities shall be automatically terminated, on the date (that each of the "Effective Date") on which the Administrative Agent following conditions shall have received the following documents or other items, each dated the Effective Date unless otherwise indicatedbeen satisfied: (a) receipt Receipt by the Administrative Agent of counterparts hereof signed by 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 parties hereto applicable Borrower, each dated the Closing Date (or, in the case of any party as to which an executed counterpart shall not have been receivedcertificates of governmental officials, 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 Bank that has requested a Note of a duly executed Note dated on or recent date before the Effective Date complying with the provisions of Section 2.05; (cClosing Date) 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 each in form and substance satisfactory to the Administrative Agent;Agent and its legal counsel: (di) receipt by the Administrative Agent executed counterparts of an opinion of Xxxxx Xxxx & Xxxxxxxxthis Agreement, special counsel sufficient in number for the Administrative Agent, substantially in the form of Exhibit G 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 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 (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 distribution to the Administrative Agent stating that all consentsand each Borrower; (ii) a Note executed by each Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, authorizationsincumbency certificates and/or other certificates of Responsible Officers of each Borrower as the Administrative Agent may require evidencing the identity, notices authority and filings required or advisable capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement are and the other Loan Documents; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Borrower is duly organized or formed, and that such Borrower is validly existing, in full force good standing and effectqualified to engage in business, in its jurisdiction of organization; (v) a favorable opinion of Winston & Xxxxxx LLP, counsel to TMCC, addressed to the Administrative Agent and each Lender; (vi) a favorable opinion of Xxxxxxxxxxx Xxxxxx & Xxxxxxx LLP, counsel to TCPR, addressed to the Administrative Agent and each Lender; (vii) a favorable opinion of Stikeman Elliott LLP, counsel to TCCI, addressed to the Administrative Agent and each 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 favorable opinion of King & Wood Mallesons, counsel to TFA, addressed to the Administrative Agent and each Lender; (x) on the Closing Date, the following statements shall be true and the Administrative Agent shall have received evidence thereof reasonably satisfactory to it;for the account of each Lender a certificate of a Responsible Officer of each Borrower, stating that: (gA) evidence satisfactory to the representations and warranties contained in Article V hereof are correct on and as of the Closing Date; and (B) no event has occurred and is continuing that constitutes a Default; and (xi) such other assurances, certificates, documents or consents as the Administrative Agent that arrangements have been made for payment in full of all amounts owed under Agent, the Prior Credit Agreements;Swing Line Lenders or the applicable Required Lenders reasonably may require. (hb) receipt by the Administrative Agent and the Syndication Agent (or their respective assigns) and by each Bank of all Any fees required to be paid in pursuant to the respective amounts heretofore mutually agreed, and all expenses for which invoices have been presented, Fee Letters on or before the Effective Date; andClosing Date shall have been paid. (ic) receipt 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 matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent of all documents the Required Banks may reasonably request relating shall have received notice from such Lender prior 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 Administrative Agent. 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 heretoproposed Closing Date specifying its objection thereto.

Effectiveness. This Agreement Amendment shall become effective on the date (the "“Fifth Amendment Effective Date"”) on which the Administrative Agent shall have received the following documents or other items, each dated the Fifth Amendment Effective Date unless otherwise indicated: (a) receipt by the Administrative Agent of 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 telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party), including receipt of consent from (i) each Extending Bank, (ii) each Non-Extending Bank, (iii) each Reducing Bank, and (iv) the Required Banks under the Existing Credit Agreement; (b) receipt by the Administrative Agent for the account of each 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., 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 Existing Credit Agreement, provided that an enforceability opinion under New York law, that is reasonably request, such opinion to be in form and substance satisfactory 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; (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 G 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 Administrative Agent; (ec) receipt by the Administrative Agent of a certificate signed by any one of the Chief Financial Officer or Officer, the Chief Executive Officer and Officer, the Treasurer, an Assistant Secretary-Treasurer Treasurer, the Controller or the Controller Vice President, Capital Markets Relations of the Borrower to the effect that the conditions set forth in clauses (c) through (g), 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), (ed) and (g), setting forth in reasonable detail the calculations required to establish such compliance; (fd) receipt by the Administrative Agent, with a copy for each Bank, 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 Agreement Amendment 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; (he) receipt by the Administrative Agent and the Syndication Agent (or their respective permitted assigns) and by each Bank Party of all fees, including all such fees that are owed to each Reducing Bank and Non-Extending Bank required to be paid in the respective amounts heretofore mutually agreedagreed in writing, and all expenses required to be reimbursed pursuant to the terms of the Existing Credit Agreement and for which invoices have been presented, on or before at least one (1) business day prior to the Fifth Amendment Effective Date; (f) receipt by the Administrative Agent and the Banks of a Beneficial Ownership Certification on the Fifth Amendment 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 USA PATRIOT Act (Title III of Pub. L. 107-56) and the FinCEN beneficial ownership regulations under the Beneficial Ownership Regulation; and (ig) receipt by the Administrative Agent of all documents the Required Banks 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, Amendment all in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent shall promptly notify the Borrower and the Banks Bank Parties of the Fifth Amendment Effective Date, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. This Agreement shall become effective on the date (the "Effective Date") on which the Administrative Agent shall have received the following documents or other items, each dated The occurrence of the Effective Date unless otherwise indicatedis subject to the satisfaction (or waiver) of only the following conditions precedent: (a) receipt by the Administrative Agent of counterparts hereof signed by each (or its counsel) shall have received from (I) all Lenders hereunder as of the parties hereto Effective Date, (orII) the Administrative Agent, in (III) each Issuing Lender and (IV) the case Borrower either (i) a counterpart of any this Agreement signed on behalf of such party as or (ii) customary written evidence reasonably satisfactory to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it (which may include telecopy or electronic transmission of telegraphic, telex or other written confirmation from a signed signature page of this Agreement) that such party of execution of has signed a counterpart hereof by such party)of this Agreement; (b) receipt by the Borrower shall have paid all fees, costs and expenses due and payable to the Administrative Agent Agent, for itself and on behalf of the account of each Bank that has requested a Note of a duly executed Note dated Lenders, or its counsel on or before the Effective Date complying with and (in the provisions case of Section 2.05expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Effective Date; (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 at least three (3) days prior to the transactions contemplated hereby as the Required Banks may reasonably requestEffective Date, such opinion to be in form and substance satisfactory to the Administrative Agent; (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 G 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 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 shall have provided the effect 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) documentation 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 other information about 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 is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Prior Credit Agreements; (h) receipt U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Administrative Agent and the Syndication Agent Arrangers or a Lender in writing at least ten (or their respective assigns10) and by each Bank of all fees required Business Days prior 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 (id) receipt the 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 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 satisfactory to the Administrative Agent. The Administrative Agent shall promptly notify the Borrower and the Banks of on the Effective Date, and such notice shall be conclusive and binding on all parties heretoevidence 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 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 Effective Date specifying its objection thereto.

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 on when the date (the "Effective Date") on which Company has furnished to the Administrative Agent shall each of the following, with sufficient copies for the Lenders, and the other conditions set forth below have received the following documents or other items, each dated the Effective Date unless otherwise indicatedbeen satisfied: (a) receipt by Copies of the Administrative Agent Certificate of counterparts hereof signed by Incorporation or equivalent document of each of the parties hereto (orLoan Parties, together with all amendments thereto, and, to the extent applicable, a certificate of good standing, in the each case of any party as to which an executed counterpart shall not have been received, receipt certified by the Administrative Agent appropriate governmental officer in form satisfactory to it its jurisdiction of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party);incorporation. (b) receipt Copies, certified by the Administrative Agent for the account Secretary or Assistant Secretary of each Bank that has requested a Note of a duly executed Note dated on or before the Effective Date complying with Loan Parties of their respective Board of Directors' resolutions authorizing the provisions execution of Section 2.05;the Loan Documents. (c) receipt An incumbency certificate, executed by the Administrative Agent Secretary or Assistant Secretary of an opinion of Xxxx Xxx List, Esq., General Counsel each of the BorrowerLoan Parties, substantially which 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 Lenders shall be entitled to rely until informed of any change in writing by the form of Exhibit F hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably requestapplicable Loan Party. (d) A certificate, such opinion to be in form and substance satisfactory to the Administrative Agent;, executed by the chief financial officer of the 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. (de) receipt by A reaffirmation of the Administrative Agent of an opinion of Xxxxx Xxxx & XxxxxxxxGuaranty, special counsel for the Administrative Agent, substantially in the form of Exhibit G 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 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 (c) through (g), inclusive, of Section 3.03 have been satisfied dated as of the Amendment Effective Date andDate, in executed by the case Secretary or Assistant Secretary of clauses (ceach Subsidiary Borrower that is a Domestic Subsidiary and each other Domestic Subsidiary of the Company as required pursuant to Section 7.2(k), (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 Written opinions of the Borrower acceptable Loan Parties' United States counsel, and, if applicable, foreign counsel, addressed 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 agreedLenders, 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 satisfactory to the 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 Company and its Subsidiaries taken as a whole. (i) The Administrative Agent Agent, Lenders and/or their Affiliates shall promptly notify have received all fees and expenses, including the Borrower reasonable fees and expenses of Mayer, Brown, Rowe & Maw, required to be paid on xx before the Banks of the Amendment Effective Date, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. This Agreement shall become effective effective, and the commitments under each of the Existing Credit Facilities shall be automatically terminated, on the date (that each of the "Effective Date") on which the Administrative Agent following conditions shall have received the following documents or other items, each dated the Effective Date unless otherwise indicatedbeen satisfied: (a) receipt Receipt by the Administrative Agent of counterparts hereof signed by 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 parties hereto applicable Borrower, each dated the Closing Date (or, in the case of any party as to which an executed counterpart shall not have been receivedcertificates of governmental officials, 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 Bank that has requested a Note of a duly executed Note dated on or recent date before the Effective Date complying with the provisions of Section 2.05; (cClosing Date) 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 each in form and substance satisfactory to the Administrative Agent;Agent and its legal counsel: (di) receipt by the Administrative Agent executed counterparts of an opinion of Xxxxx Xxxx & Xxxxxxxxthis Agreement, special counsel sufficient in number for the Administrative Agent, substantially in the form of Exhibit G 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 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 (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 distribution to the Administrative Agent stating that all consentsand each Borrower; (ii) a Note executed by each Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, authorizationsincumbency certificates and/or other certificates of Responsible Officers of each Borrower as the Administrative Agent may require evidencing the identity, notices authority and filings required or advisable capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement are and the other Loan Documents; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Borrower is duly organized or formed, and that such Borrower is validly existing, in full force good standing and effectqualified to engage in business, in its jurisdiction of organization; (v) a favorable opinion of Xxxx Xxxxx LLP, counsel to TMCC, addressed to the Administrative Agent and each Lender, as to the matters and in the form set forth in Exhibit H; (vi) a favorable opinion of Xxxxxxxxxxx Xxxxxx & Xxxxxxx LLP, counsel to TCPR, addressed to the Administrative Agent and each Lender, as to the matters and in the form set forth in Exhibit I-1; (vii) a favorable opinion of Stikeman Elliott LLP, counsel to TCCI, addressed to the Administrative Agent and each Lender, as to the matters and in the form set forth in Exhibit I-2; (viii) favorable opinions of Freshfields Bruckhaus Xxxxxxxx LLP, counsel to TMFNL, TFSUK, TKG and TLG, addressed to the Administrative Agent and each Lender, as to 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 evidence thereof reasonably satisfactory to it;for the account of each Lender a certificate of a Responsible Officer of each Borrower, stating that: (gA) evidence satisfactory to the representations and warranties contained in Article V hereof are correct on and as of the Closing Date; and (B) no event has occurred and is continuing that constitutes a Default; and (x) such other assurances, certificates, documents or consents as the Administrative Agent that arrangements have been made for payment in full of all amounts owed under Agent, the Prior Credit Agreements;Swing Line Lenders or the applicable Required Lenders reasonably may require. (hb) receipt by the Administrative Agent and the Syndication Agent (or their respective assigns) and by each Bank of all Any fees required to be paid in pursuant to the respective amounts heretofore mutually agreed, and all expenses for which invoices have been presented, Fee Letters on or before the Effective Date; andClosing Date shall have been paid. (ic) receipt 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 matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent of all documents the Required Banks may reasonably request relating shall have received notice from such Lender prior 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 Administrative Agent. 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 heretoproposed Closing Date specifying its objection thereto.

Effectiveness. This Agreement Sections 1.02 and 1.03 of this Amendment and Consent shall become effective on as of the first date (the "“Amendment and 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 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) payment or reimbursement of all costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable in connection with this Amendment and Consent, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and (ii) a 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 following documents or other items, each dated the Effective Date unless otherwise indicated: (a) receipt by the Administrative Agent of 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 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 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, Company 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 legal opinion to be in form and substance satisfactory to the Administrative Agent; (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 G 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 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 (c) through (g), inclusive, of Section 3.03 have been satisfied as of provided on 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 as otherwise 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 satisfactory to the Administrative Agent. The Company’s Counsel is expressly instructed to deliver its opinion to the Administrative Agent for the benefit of each of the Administrative Agent and each Lender. (d) The Administrative Agent shall promptly notify the Borrower and the Banks have received (a) (i) certified copies of the Charter and by-laws (or analogous organizational documents) of the Company and each Borrower or (ii) a certificate of such Borrower dated as of the Amendment and Consent Effective Date confirming that such organizational documents remain in full force and effect as of the date of such certificate, and (b) the resolutions (or analogous authorizations), in form and substance reasonably satisfactory to the Administrative Agent, 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 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. (e) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary (or analogous officer) of the Company and each Borrower dated as of the Amendment and Consent Effective Date, as to the 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 which the Company and such Borrower is a party, and any certificate or other documents to be delivered by it pursuant thereto, together with evidence of the incumbency of such Secretary or Assistant Secretary as the case may be. The Administrative Agent shall notify the Company and the Lenders of the Amendment and Consent Effective Date and such notice shall be conclusive and binding on all parties heretobinding.

Effectiveness. This Agreement (and the amendment and restatement of the Existing LC Agreement provided for hereby) shall become effective on the first date (that all of the "Effective Date") on which the Administrative Agent following conditions shall have received the following documents been satisfied (or other items, each dated the Effective Date unless otherwise indicated:waived in accordance with Section 10.05): (a) receipt by the Administrative Agent of counterparts hereof signed by each of the parties Persons listed on the signature pages hereto (or, in the case of any party Bank 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 Bank of execution and delivery of a counterpart hereof by such partyBank); (b) receipt by the Administrative Agent for of an opinion of Xxxxxx X. Xxxxxx, Esq., General Counsel of the account Company, substantially in the form of each Bank that has requested a Note of a duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.05Exhibit D hereto; (c) receipt by the Administrative Agent of an opinion of Xxxx Xxx ListMilbank, Esq.Tweed, General Counsel of the BorrowerXxxxxx & XxXxxx LLP, special New York counsel to JPMCB, 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 Administrative AgentE hereto; (d) receipt by the Administrative Agent of an opinion a certificate, dated the Effective Date and signed by a senior financial officer of Xxxxx Xxxx & Xxxxxxxxthe Company, special counsel for the Administrative Agent, substantially in the form certifying as to clauses (c) and (d) of Exhibit G 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 Administrative AgentSection 3.01; (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 copy of the Borrower resolutions of the Board of Directors of the Company, in form and substance satisfactory to the effect that Administrative Agent, authorizing the conditions set forth in clauses (c) through (g)execution, inclusive, delivery and performance 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 compliancethis Agreement; (f) receipt by the Administrative Agent, with a copy for each Bank, Agent of a certificate of an a senior financial officer of the Borrower acceptable to the Administrative Agent Company stating that all consents, authorizations, notices and filings required or advisable in connection with this Agreement are the Company has paid in full force all accrued fees and effect, and other amounts payable under the Administrative Agent shall have received evidence thereof reasonably satisfactory to itExisting LC Agreement; (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 documents, opinions and instruments as it may reasonably request relating to the existence of the Borrowereach Account Party, the corporate authority for and the validity and enforceability of this Agreement and the NotesAgreement, and any other matters relevant related hereto, all in form and substance satisfactory to the Administrative Agent; and (h) receipt by the Administrative Agent for account of itself, the Banks and the Lead Arranger listed on the cover page of this Agreement, as the case may be, 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 JPMCB), on or before the Effective Date; 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 3:00 p.m. (New York City time) December 11, 2003 or such later date as may be agreed in writing by the Company and all of the Banks. The Administrative Agent shall promptly notify the Borrower Company and the Banks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. This Agreement shall become effective on the date (that each of the "Effective Date") on which the Administrative Agent following conditions shall have received the following documents been satisfied (or other items, each dated the Effective Date unless otherwise indicated:waived in accordance with Section 9.05): (a) receipt by the Administrative Agent of 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 telegraphic, telex electronic or other written confirmation from such party of execution of a counterpart hereof by such party); (b) receipt by the Administrative Agent for of (i) an opinion of the account General Counsel to the Company, and (ii) an opinion of Norton Xxxx Xxxxxxxxx US LLP, special counsel to the Company, in each 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 case addressed to the Administrative Agent of an opinion of Xxxx Xxx List, Esq., General Counsel of and the Borrower, substantially in the form of Exhibit F hereto Banks 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 Administrative Agent; (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 G 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 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 (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 Administrative Agent may reasonably request relating to the existence of the BorrowerCompany, the corporate authority for and the validity of this Agreement and Agreement, the Notesborrowing of the Loans, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; (d) (i) receipt by the Administrative Agent of payment of participation fees for the account of the Banks in the respective amounts heretofore mutually agreed and (ii) payment of all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Effective Date; (e) the entire principal amount of any loans outstanding under the Existing Credit Agreement, together with accrued interest, fees and other amounts in respect thereof, shall have been paid in full, and the Administrative Agent shall have received payoff documentation in form satisfactory to it from the Company to such effect; (f) receipt by the Banks, at least three Business Days prior to the Effective Date, to the extent the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation”, a Beneficial Ownership Certification; and (g) upon the reasonable request of any Bank made at least ten calendar days prior to the Effective Date, receipt by the Banks, at least five calendar days prior to the 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 Act; 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, 2022. The Administrative Agent shall promptly notify the Borrower Company and the Banks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto. Without limiting the generality of the provisions of the last paragraph of Section 7.03, for purposes of determining compliance with the conditions specified in this Section 3.01, each Bank 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 Bank unless the Administrative Agent shall have received notice from such Bank prior to the proposed Effective Date specifying its objection thereto.

Effectiveness. This Agreement Amendment shall become effective on as of the first date (the "“Fourth Amendment Effective Date"”) on which which: (a) the Administrative Agent (or its counsel) shall have received duly executed counterparts hereof that, when taken together, bear the following documents or other itemsauthorized signatures of the Company, each dated Borrowing Subsidiary, the Effective Date unless otherwise indicated: Administrative Agent, the London Agent and each Person whose name appears on Schedule 2.01 hereto; (ab) receipt by the Administrative Agent of counterparts hereof signed by each of the parties hereto (oror its counsel) shall have received a Reaffirmation Agreement, 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 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 Administrative Agent; (d) receipt , duly executed by the Administrative Agent of an opinion of Xxxxx Xxxx & Xxxxxxxxeach Loan Party, special counsel for the Administrative Agent, substantially in the form of Exhibit G hereto and covering such additional matters relating pursuant to which each Loan Party shall consent to the transactions contemplated hereby as the Required Banks may reasonably request, such opinion to be in form amendments effected by this Amendment and substance satisfactory to the 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 acknowledge 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 Guarantee Agreement are remains in full force and effect, effect in accordance with its terms and constitutes a guarantee of the Obligations as modified by this Amendment; (c) the Administrative Agent shall have received evidence thereof reasonably satisfactory to it; (g) evidence satisfactory to such documents and certificates as 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 its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the corporate authority for each Loan Party and authorization of this Amendment and the validity of this Reaffirmation Agreement and the Notes, and any other matters relevant heretoreferred to in clause (b) above, all in form and substance reasonably satisfactory to the Administrative Agent. The ; (d) the Administrative Agent shall promptly notify have received a favorable written opinion (addressed to the Borrower Administrative Agent, the Lenders as of the Fourth Amendment Effective Date and the Issuing Banks of and dated the Fourth Amendment Effective Date) of (i) Wachtell, Lipton, Xxxxx & Xxxx, counsel for the Company, (ii) in-house counsel for the Company and such notice shall be conclusive (iii) local counsel in each jurisdiction, other than Colorado and binding on all parties hereto.Tennessee, in which a Loan Party is organized and the laws of which are not covered by the opinion referred to in clause (i) above, in each case in form and substance reasonably satisfactory to the Administrative Agent; 3

Effectiveness. This Agreement shall become effective on the date (that each of the "Effective Date") on which the Administrative Agent following conditions shall have received the following documents been satisfied (or other items, each dated the Effective Date unless otherwise indicated:waived in accordance with Section 11.04): (a) receipt by the Administrative Agent of 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 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 Bank that has requested a Note of a duly executed Note of each Borrower dated on or before the Effective Date complying with the provisions of Section 2.052.07; (c) receipt by the Administrative Agent of counterparts of all other Financing Documents signed by each of the parties thereto (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 thereof by such party); (d) receipt by the Agents of evidence satisfactory to them of the payment of all principal and interest on any "Loans" (as therein defined) outstanding under, and of all other amounts payable under, the Existing Credit Agreement (excluding amounts payable with respect to the Money Market Loans and Swingline Advances specified in Section 3.04(b)); (e) receipt by the Agents (i) for their own respective accounts, of the fees set forth in Section 7.08 and (ii) for the account of the Banks, of participation fees in the amounts heretofore mutually agreed upon; (f) receipt by the Agents of a certificate of a Principal Officer of the Parent Guarantor and of each Borrower that, upon the Effective Date, no Default shall have occurred and be continuing and that each of the representations and warranties made by the Obligors in or pursuant to the Financing Documents are true and correct in all material respects; (g) receipt by the Agents of an opinion of Xxxx Xxx List, Esq., the General Counsel or Associate General Counsel of each Borrower and the BorrowerParent Guarantor, substantially in the form of Exhibit F B 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 Administrative Agent; (dh) receipt by the Administrative Agent Agents of an opinion of Xxxxx Xxxx & Xxxxxxxx, special counsel for the Administrative AgentAgents, substantially in the form of Exhibit G C 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 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 (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 Agents of all documents the Required Banks they may reasonably request relating to the existence of each Borrower and the BorrowerParent Guarantor, the corporate authority for and the validity and enforceability of this Agreement and the NotesFinancing Documents, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative AgentAgents; 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 January 21, 1998. The Administrative Agent shall promptly notify the Borrower Borrowers and 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 ARAMARK Services and the Parent Guarantor agree to eliminate the requirement under Section 2.10(a) of the Existing Credit Agreement that notice of optional termination of the commitments thereunder be given three Domestic Business Days in advance, and further agree that the commitments under the Existing Credit Agreement shall terminate in their entirety simultaneously with and subject to the effectiveness of this Agreement and that ARAMARK Services shall be obligated to pay the accrued facility fees thereunder to but excluding the date of such effectiveness.

Effectiveness. This Agreement Amendment shall become effective on the date (the "“Twelfth Amendment Effective Date"”) on which each of the following conditions is satisfied: ​ (a) the Administrative Agent shall have received counterparts of this Amendment executed by the Administrative Agent, the Collateral Agent, the Issuer, the Borrower, the Guarantors and each of the Lenders; (b) the Administrative Agent shall have received the following documents or other items, each dated the Effective Date unless otherwise indicated: Additional Credit Support (a) receipt by the Administrative Agent of counterparts hereof signed by each of the parties hereto (or, as defined in the case of any party as to which an executed counterpart shall not have been receivedCredit Agreement), 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 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 reasonably satisfactory to the Administrative Agent;; ​ (c) the Effective Date (under and as defined in the Assignment) shall have occurred; ​ (d) receipt by the Administrative Agent of an opinion of Xxxxx Xxxx & Xxxxxxxx, special counsel for shall be reasonably satisfied that on the Administrative Agent, substantially in the form of Exhibit G hereto Twelfth Amendment Effective Date (and covering such additional matters relating after giving effect to the transactions contemplated hereby as by this Amendment) the Required Banks may reasonably request, such opinion to be in form and substance satisfactory to Borrower shall have unused availability under the Administrative Agent;Credit Agreement of not less than $2,500,000; ​ (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 (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 financial projections of the Borrower and its Consolidated Subsidiaries for the period commencing with the 2021 fiscal year and continuing through the 2023 fiscal year, prepared by the Borrower in good-faith and based on assumptions believed by the Borrower to be reasonable at the time made; ​ (f) the Administrative Agent shall be reasonably satisfactory satisfied that the consent and acknowledgment agreement provided by Xxxxxxx Energy Corporation, as producer, in ​ ​ ​ favor of the Administrative Agent with respect to it;the Midstream Properties acquired in the Catarina Acquisition and certain material contracts related thereto remains in full force and effect; ​ (g) evidence satisfactory to the Administrative Agent that arrangements shall have been made for payment received a certificate of the 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 authorization of the Borrower or such Guarantor to execute and deliver this Amendment and the other Loan Documents contemplated hereby to which it is a party and to enter into the transactions contemplated in full those documents, (ii) the individuals who are authorized to sign this Amendment and the other Loan Documents contemplated hereby to which the Borrower (acting through the General Partner) or such Guarantor is a party, (iii) specimen signatures of all amounts owed under such authorized individuals, and (iv) the Prior Credit Agreements;articles or certificate of incorporation or formation and bylaws, operating agreement or partnership agreement, as applicable, of the Borrower, its General Partner and each Guarantor, in each case, certified as being true and complete; ​ (h) receipt by the Administrative Agent shall have received certificates of the appropriate state agencies with respect to the existence, qualification to do business and good standing of the Borrower, the General Partner and each Guarantor; (i) the Borrower and each Guarantor shall have confirmed and acknowledged to the Administrative Agent and the Syndication Agent (or their respective assigns) Lenders, and by its execution and delivery of this Amendment the Borrower and each Bank of all fees required Guarantor do hereby confirm and acknowledge to be paid in the respective amounts heretofore mutually agreedAdministrative Agent and the Lenders, and all expenses for which invoices have been presented, on or before the Effective Date; and that (i) receipt the execution, delivery and performance of this Amendment and each other Loan Document has been duly 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 enforceability may be limited 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, (iii) the representations and warranties of the Borrower or such Guarantor, if any, set forth in the Credit Agreement and in each other Loan Document to which it is a party, shall be true and correct in all material respects on and as of the Twelfth Amendment Effective Date (including, for the avoidance of doubt, the representation and warranty in Section 7.24 (Solvency) of the Credit Agreement shall be true and correct as of the Twelfth Amendment Effective Date, after giving effect transactions hereunder), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such specified earlier date, (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documents, (v) since December 31, 2020, there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect, and (vi) no, action, suit, investigation or other proceeding is pending or threatened before any arbitrator or governmental authority seeking to restrain, enjoin or prohibit or declare illegal, or seeking damages from the ​ ​ Borrower in connection with, the Existing Credit Agreement or the Credit Agreement or that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; ​ (j) the Administrative Agent shall have received an opinion of all documents the Required Banks may reasonably request relating Sidley Austin LLP, special New York counsel and Texas local counsel to the existence of the Borrower, the corporate authority for Borrower and the validity of this Agreement and the NotesGuarantors, and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Administrative Agent. The , as to such matters incident to the Credit Agreement as the Administrative Agent shall promptly notify may reasonably request; (k) the Borrower shall have paid all agreed fees to the extent due and payable in connection with this Amendment and the Banks Credit Agreement 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 and the Credit Agreement (including, to the extent invoiced not less than two (2) Business Days prior to the Twelfth Amendment Effective Date, the reasonable fees, disbursements and such notice other charges of Xxxxx Xxxxx LLP), in each case, to the extent provided in Section 12.03 of the Credit Agreement; and ​ (l) the Administrative Agent and the Lenders shall have received, and be conclusive reasonably satisfied in form and binding on substance with, all parties heretodocumentation and other information required by bank regulatory authorities under applicable “know-your-customer,” “beneficial ownership,” and anti-money-laundering rules and regulations, including, without limitation, the Act, to the extent requested at least five (5) Business Days prior to the Twelfth Amendment Effective Date.

Effectiveness. This Agreement shall become effective on the date (that each of the "Effective Date") on which the Administrative Agent following conditions shall have received the following documents been satisfied (or other items, each dated the Effective Date unless otherwise indicated:waived in accordance with Section 11.04): (a) receipt by the Administrative Agent of 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 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 Bank that has requested a Note of a duly executed Note of each Borrower dated on or before the Effective Date complying with the provisions of Section 2.052.07; (c) receipt by the Administrative Agent of counterparts of all other Financing Documents signed by each of the parties thereto (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 thereof by such party); (d) receipt by the Agents of evidence satisfactory to them of the payment of all principal and interest on any "LOANS" (as therein defined) outstanding under, and of all other amounts payable under, the Existing Credit Agreement (excluding amounts payable with respect to the Money Market Loans and Swingline Advances specified in Section 3.04(b)); (e) receipt by the Agents (i) for their own respective accounts, of the fees set forth in Section 7.08 and (ii) for the account of the Banks, of participation fees in the amounts heretofore mutually agreed upon; (f) receipt by the Agents of a certificate of a Principal Officer of the Parent Guarantor and of each Borrower that, upon the Effective Date, no Default shall have occurred and be continuing and that each of the representations and warranties made by the Obligors in or pursuant to the Financing Documents are true and correct in all material respects; (g) receipt by the Agents of an opinion of Xxxx Xxx List, Esq., the General Counsel or Associate General Counsel of each Borrower and the BorrowerParent Guarantor, substantially in the form of Exhibit F B 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 Administrative Agent; (dh) receipt by the Administrative Agent Agents of an opinion of Xxxxx Xxxx & Xxxxxxxx, special counsel for the Administrative AgentAgents, substantially in the form of Exhibit G C 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 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 (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 Agents of all documents the Required Banks they may reasonably request relating to the existence of each Borrower and the BorrowerParent Guarantor, the corporate authority for and the validity and enforceability of this Agreement and the NotesFinancing Documents, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative AgentAgents; 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 January 21, 1998. The Administrative Agent shall promptly notify the Borrower Borrowers and 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 ARAMARK Services and the Parent Guarantor agree to eliminate the requirement under Section 2.10(a) of the Existing Credit Agreement that notice of optional termination of the commitments thereunder be given three Domestic Business Days in advance, and further agree that the commitments under the Existing Credit Agreement shall terminate in their entirety simultaneously with and subject to the effectiveness of this Agreement and that ARAMARK Services shall be obligated to pay the accrued facility fees thereunder to but excluding the date of such effectiveness.

Effectiveness. This Agreement Amendment, and each Incremental Term Lender’s obligation to provide an Incremental Term Loan pursuant to this Amendment, shall become effective on as of the date hereof, upon satisfaction (or waiver by the Lead Arranger) of the following conditions (the "“Amendment Effective Date"”): (a) on which the The Administrative Agent shall have received from (i) the following documents or other itemsBorrower, (ii) each dated Incremental Term Lender, (iii) Lenders constituting the Effective Date unless otherwise indicated: Required Lenders and (aiv) receipt by the Administrative Agent either (x) a counterpart of counterparts hereof this Amendment signed by each on behalf 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); or (by) receipt by the Administrative Agent for the account of each 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 Administrative Agent; (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 G 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 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 (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) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Amendment) that arrangements such party has signed a counterpart of this Amendment. (b) The Administrative Agent shall have been made for payment received a copy of the Consent, Reaffirmation, and Agreement, dated as of the Amendment Effective Date, executed by each Guarantor (as defined in the Guarantee Agreement), in form and substance reasonably satisfactory to the Administrative Agent. (c) The Administrative Agent shall have received a certificate the Borrower, dated as of the Amendment Effective Date, in form and substance reasonably satisfactory to the Administrative Agent, with appropriate insertions, executed by any Responsible Officer of the Borrower, and including or attaching the documents referred to in subclauses (i)-(iii) of clause (d) of this Section 5. (d) The Administrative Agent shall have received (i) either (x) a copy of each Organizational Document of the Borrower certified, to the extent applicable, as of a recent date by the applicable Governmental Authority or (y) written certification by a Responsible Officer of the Borrower that the Organizational Documents of the Borrower most recently certified and delivered to the Administrative Agent prior to the Amendment Effective Date pursuant to the Credit Agreement remain in full force and effect on the Amendment Effective Date without modification or amendment since the date of all amounts owed under such prior delivery, (ii) either (x) signature and incumbency certificates of the Prior Responsible Officers of the Borrower executing this Amendment or (y) written certification by a Responsible Officer of the Borrower that the signature and incumbency certificates of the Borrower most recently delivered to the Administrative Agent prior to the Amendment Effective Date pursuant to the Credit Agreements;Agreement remain true and correct as of the Amendment Effective Date, (iii) a copy of resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance of this Amendment, certified as of the Amendment 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 copy of a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of the Borrower’s jurisdiction of incorporation, organization or formation. (he) receipt by The Administrative Agent shall have received a customary written opinion (addressed to the Administrative Agent and the Syndication Incremental Term Lenders and dated the Amendment Effective Date) of Xxxxx Xxxxx, New York and Texas counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent (the Borrower hereby requests such counsel to deliver such opinion). (f) The Administrative Agent shall have received a Borrowing Request in accordance with the requirements of Section 2.03 of the Credit Agreement. (g) The Administrative Agent shall have received a solvency certificate, dated as of the Amendment Effective Date, substantially in the form attached to the Credit Agreement as Exhibit F from a Financial Officer of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions. (h) The Lead Arranger shall have received the audited consolidated balance sheets, statements of income and statements of cash flows for the Target, as of and for the fiscal years ended December 31, 2017, December 31, 2018 and December 31, 2019 and a quality of earnings report with respect to the Target from Ernst & Young. (i) The Acquisitions shall be consummated substantially simultaneously with the borrowings under the Incremental Term Facility in accordance with the terms of the Acquisition Agreement. (j) At the time the Acquisitions are consummated, the representations and warranties in the Acquisition Agreement shall be true and correct in all material respects (provided that, to the extent that any such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that any such representation and warranty that is qualified as to “materiality,” “material adverse effect” or their respective assignssimilar language shall be true and correct in all respects). (k) The Refinancing shall be consummated substantially simultaneously with the borrowings under the Incremental Term Facility. (l) At the time that the Incremental Term Facility is established and immediately after giving effect to the effectiveness of this Amendment, no Event of Default shall have occurred and be continuing. (m) At the time that the Incremental Term Facility is established and immediately after giving effect to the effectiveness of this Amendment, all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (provided that, to the extent that any such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that any such representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects). In connection with this Section 5(m), solely for purposes of Section 3.11(a) of the Credit Agreement, the defined term “Transactions” shall refer to the Transactions (as defined herein). (n) At the time that the Incremental Term Facility is established and immediately after giving effect to the effectiveness of this Amendment, the Borrower shall be in Pro Forma Compliance with the Financial Performance Covenant, immediately after giving effect to the use of proceeds of the Incremental Term Loans and all appropriate pro forma adjustments related thereto (but calculated without including the cash proceeds of the Incremental Term Loans in the amount of unrestricted cash and Permitted Investments to be netted in the calculation of Total Net Leverage Ratio), recomputed as of the last day of the most recent fiscal quarter for which financial statements have been delivered under the Credit Agreement and for the Test Period ending on such date. (o) After giving effect to the Incremental Term Facility, the aggregate amount of the Incremental Facilities incurred shall not exceed the Incremental Cap. (p) The Lead Arranger shall have received at least three (3) Business Days prior to the Amendment Effective Date all documentation and other information concerning the Target as has been reasonably requested in writing at least ten (10) Business Days prior to the Amendment Effective Date by each Bank of all the Administrative Agent or the Lead Arranger that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. (q) All fees required to be paid on the Amendment Effective Date pursuant to the engagement letter related to the Incremental Term Facility, and reasonable out-of-pocket expenses required to be paid on the Amendment Effective Date pursuant to Section 9.03(a) of the Credit Agreement shall, upon the borrowing under the Incremental Term Facility, have been paid to the extent (in the respective amounts heretofore mutually agreed, and all expenses for which invoices have been presented, on or before the Effective Date; and case of expenses) invoiced at least three (i3) receipt by the Administrative Agent of all documents the Required Banks may reasonably request relating Business Days prior 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 Administrative Agent. The Administrative Agent shall promptly notify Amendment Effective Date or such shorter period as the Borrower and the Banks of the Effective Date, and such notice shall be conclusive and binding on all parties heretomay agree.

Effectiveness. This Agreement Amendment and Restatement shall become effective on the date (the "Effective Date") on which when each of the Administrative Agent following conditions shall have received the following documents or other items, each dated the Effective Date unless otherwise indicatedbeen satisfied: (a) receipt this Amendment and Restatement shall have been duly executed and delivered by the Administrative Borrowers, the Banks, the Collateral Agent of counterparts hereof signed by each of and the parties hereto Agent (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 shall have received telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party); (b) receipt by the Administrative Agent shall have received for the account of each Bank that has requested a Note of a duly an 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 A, duly and validly issued and in the amount of such Bank's Commitment as set forth on the signature pages hereof, dated on or prior to the Effective Date; (c) the Agent shall have received a signed copy of a certificate of the Secretary or an Assistant Secretary or other appropriate officer of each of HCRC certifying (i) the names and true signatures of the Authorized Persons authorized to sign the Notes, and the Collateral Documents to which HCRC is or will be a party, on behalf of itself or as general partner of HCP (including without limitation any Collateral Documents Amendments referred to in subsection (f)) and the other documents or certificates to be delivered pursuant thereto, (ii) the resolutions of the Board of Directors (or equivalent body) of HCRC authorizing the transactions contemplated hereby to which is or will be a party (on behalf of itself or as general partner of HCP), together with all documents evidencing other necessary partnership or corporate action with respect to any thereof, (iii) no amendments to the true copies of the Partnership Agreement of HCP delivered to the Agent prior to the Effective Date, and (iv) no amendments to the true copy of the Articles of Incorporation and By-Laws of HCRC delivered to the Agent prior to the Effective Date; (d) the Agent shall have received from King & Spalding, counsel for the Borrowers, an opinion substantially to the effect of Exhibit B 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 Administrative Agent; (de) receipt by the Administrative Agent of an opinion of shall have received from Xxxxx Xxxx & Xxxxxxxx, special counsel for the Administrative Agent, an opinion in substantially in the form of Exhibit G C hereto; (f) the Collateral Agent shall have received duly executed counterparts of the documents numbered (C)(1)(f), (C)(2)(e), C(3)(d),(D)(4)(h), (D)(5)(d), (D)(5)(d), (D)(6)(d), (D)(7)(c),(E)(2)(e), (E)(5)(e) listed on Schedule D hereto (the "Collateral Documents Amendments"); and (g) the Collateral Agent shall have received from counsel satisfactory to it in each jurisdiction in which any Collateral Documents Amendments are to be recorded or filed a favorable written opinion as to the validity and covering binding effect of the Collateral Documents and the perfection of the Liens created thereunder under the law of such additional jurisdiction and as to such other matters relating incident to the transactions herein contemplated hereby as the Required Banks may reasonably request, such opinion to be in form and substance satisfactory to the 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 (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 satisfactory to the Administrative Agent. 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.

Effectiveness. This The amendment and restatement of the Existing Credit Agreement and the amendment or amendment and restatement of certain schedules and exhibits thereto as set forth in Section 1 hereof, and the obligations of the Tranche B-III 2019 Term Lenders to make the Tranche B-III 2019 Term Loans hereunder, shall become effective on the first date (the "“Sixth Amendment Effective Date"”) on which each of the following conditions shall have been satisfied (or waived in accordance with Section 9.02 of the Existing Credit Agreement): (a) The Administrative Agent (or its counsel) shall have received from (i) Xxxxx 0, the Borrower and each Subsidiary Loan Party, (ii) the Administrative Agent and (iii) each institution that is to become a Tranche B-III 2019 Term Lender either (A) counterparts of this Amendment Agreement signed on behalf of each such party or (B) written evidence satisfactory to the Administrative Agent (which may include a fax or electronic transmission of a signed signature page of this Amendment Agreement) that each such party has signed a counterpart of this Amendment Agreement. (b) The Administrative Agent and Bank of America, N.A. and Citigroup Global Markets Inc., as joint lead arrangers for the Tranche B-III 2019 Term Loans (in such capacities, the “Lead Arrangers”), shall have received favorable written opinions (addressed to the Administrative Agent, the Lead Arrangers and the other parties hereto and dated the Sixth Amendment Effective Date) of (i) Xxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Borrower, (ii) the Chief Legal Officer or an Assistant General Counsel of Level 3, (iii) Potter Xxxxxxxx & Xxxxxxx LLP, Delaware local counsel, and (iv) Xxxxxxx XxXxxxxxx LLP, regulatory counsel for the Borrower, covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated by this Amendment Agreement as the Administrative Agent or the Lead Arrangers shall reasonably request. (c) The Administrative Agent and the Lead Arrangers shall have received such documents and certificates as the Administrative Agent, the Lead Arrangers or their counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization by the Loan Parties of the transactions contemplated hereby and any other legal matters relating to the Loan Parties, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent, the Lead Arrangers and their counsel. (d) The Administrative Agent and the Lead Arrangers shall have received a certificate signed by a Financial Officer of Xxxxx 0, dated the Sixth Amendment Effective Date, confirming satisfaction of the condition set forth in paragraph (e), certifying that the representations and warranties set forth in Section 4 hereof (in each case, substituting all references in Section 4 to the “Existing Credit Agreement” with references to the “Restated Credit Agreement” and all references in Section 4 to the “date hereof” with references to the “Sixth Amendment Effective Date”) are true and correct as of the Sixth Amendment Effective Date. (e) Subject to Section 2 hereof, the Guarantee and Collateral Requirement shall have been satisfied. (f) The Administrative Agent, the Lead Arrangers and the Tranche B-III 2019 Term Lenders shall have received all fees and other amounts due and payable to them on or prior to the Sixth Amendment Effective Date, including the reimbursement or payment of all reasonable out-of-pocket expenses for which reasonably detailed invoices have been presented prior to the Sixth Amendment Effective Date (including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent and the Lead Arrangers) incurred in connection with this Amendment Agreement. (g) The Administrative Agent and the Lead Arrangers shall have received (i) a completed (A) perfection certificate in the form of Annex II hereto (the “Sixth Amendment Effective Date Perfection Certificate”) and (B) perfection certificate in the form of Annex III hereto (the “Sixth Amendment Effective Date Loan Proceeds Note Perfection Certificate”), each dated the Sixth Amendment Effective Date and signed by a Financial Officer, in each case, together with all attachments contemplated thereby, and (ii) the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Sixth Amendment Effective Date Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent and the Lead Arrangers that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.05 of the Restated Credit Agreement or have been released. (h) The Administrative Agent and the Lead Arrangers shall have received a certificate signed by the chief financial officer of Xxxxx 0, dated the Sixth Amendment Effective Date, certifying (i) with respect to the incurrence of the Tranche B-III 2019 Term Loans, as to compliance with the Existing Credit Agreement, the Existing Notes, the Parent’s Indentures and any other material Indebtedness of Level 3 and its Subsidiaries and (ii) that, immediately following the making of the Tranche B-III 2019 Term Loans on the Sixth Amendment Effective Date and after giving effect to the application of the proceeds of the Tranche B-III 2019 Term Loans and the other transactions contemplated by this Amendment Agreement, (A) the fair value of the assets of Level 3 and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed their debts and liabilities, subordinated, contingent or otherwise; (B) the present fair saleable value of the property of Level 3 and its Subsidiaries, on a consolidated basis, will be greater than the amount that will be required to pay the probable liability of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (C) Level 3 and its Subsidiaries on a consolidated basis, will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (D) Level 3 and its Subsidiaries, on a consolidated basis, will not have unreasonably small capital with which to conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted following the Sixth Amendment Effective Date. (i) At least 3 Business Days prior to the Sixth Amendment Effective Date, in the case of Eurodollar Loans, or at least one Business Day prior to the Sixth Amendment Effective Date, in the case of ABR Loans (or, in each case, such lesser period as may be acceptable to the Administrative Agent), the Administrative Agent shall have received the following documents or other items, each dated the Effective Date unless otherwise indicated: (a) receipt by the Administrative Agent a fully completed and executed notice of 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 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 Bank that has requested a Note of a duly executed Note dated on or before the Effective Date complying borrowing 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 respect to the transactions contemplated hereby as the Required Banks may reasonably request, Tranche B-III 2019 Term Loans (it being understood and agreed that such opinion notice will be deemed to permit Tranche B-III 2019 Term Loans to be made pursuant to Conversions in accordance with Section 1(c) above), together with a break-funding letter agreement in form and substance satisfactory to the Administrative Agent; (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 G 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 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 (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 and the Prior Credit Agreements;Lead Arrangers. (hj) receipt At least 3 Business Days prior to the Sixth Amendment Effective Date, the Lead Arrangers shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Administrative Agent Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (Title III of Pub. L. 107-56) (the Syndication Agent (or their respective assigns) and by each Bank of all fees “PATRIOT Act”), that is requested at least 3 Business Days prior to the date when delivery is 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 made under this paragraph (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 satisfactory to the Administrative Agentj). The Administrative Agent shall promptly notify Xxxxx 0, the Borrower and the Banks Lenders of the Sixth Amendment Effective Date, and such notice shall be conclusive and binding on all parties heretobinding.

Effectiveness. This Agreement The effectiveness of this Amendment shall become effective on be subject to the date satisfaction (the "Effective Date") on which or waiver by the Administrative Agent shall have received and the Required Lenders) of the following documents or other itemsconditions (the date of such effectiveness, each dated the “Sixth Amendment Effective Date unless otherwise indicated:Date”): (a) receipt by The Administrative Agent (or its counsel) shall have received from each Loan Party named on the signature pages hereto, the Administrative Agent and the Sixth Amendment Consenting Lenders constituting the Required Lenders either (i) a counterpart of counterparts hereof this Amendment signed by each on behalf 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); or (bii) receipt by the Administrative Agent for the account of each 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 Administrative Agent; (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 G 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 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 (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) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Amendment) that arrangements have been made for payment in full such party has signed a counterpart of all amounts owed under the Prior Credit Agreements;this Amendment. (hb) receipt by The Administrative Agent (or its counsel) shall have received from the Borrower a counterpart of that certain Fee Letter, dated as of the date hereof, in favor of the Administrative Agent and accepted and agreed to by the Syndication Borrower (the “Fee Letter”), signed on behalf of such party (which may include facsimile or other electronic transmission of a signed counterpart of the Fee Letter). (c) Substantially simultaneously with the Sixth Amendment Effective Date, the Administrative Agent shall consent to an amendment to that certain Eighth Amended and Restated Inventory Financing Agreement dated as of August 9, 2022 by and among Xxxxx Fargo Commercial Distribution Finance, LLC and the Loan Parties party thereto (or their respective assignsthe “Approved Floorplan Agreement”), in accordance with the terms of the Floorplan Intercreditor Agreement. The Borrower shall provide to the Administrative Agent all definitive documentation in connection with the Approved Floorplan Agreement. (d) The Administrative Agent shall have received all costs, fees and by each Bank of all expenses (including, without limitation, legal fees and expenses) required to be paid pursuant to Section 11.3 of the Credit Agreement, in the respective amounts heretofore mutually agreedcase of costs and expenses, to the extent invoiced at least one (1) day (or such shorter period as the Borrower may agree) prior to the Sixth Amendment Effective Date. (e) The representations and warranties of the Loan Parties set forth in Section 3 above are true and correct, and all expenses for which invoices have been presentedby its signature hereto, on or before each Loan Party hereby certifies as to the Effective Date; and (i) receipt by the Administrative Agent truth and correctness of all documents the Required Banks may reasonably request relating to the existence of the Borrower, the corporate authority for such representations and the validity of this Agreement and the Notes, and any other matters relevant hereto, all warranties set forth in form and substance satisfactory to the Administrative Agent. 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 heretoSection.

Effectiveness. This Agreement shall become effective on the date (the "Effective Date") on which the Administrative Agent shall have received the following documents or other items, each dated The occurrence of the Effective Date unless otherwise indicatedis subject to the satisfaction (or waiver) of only the following conditions precedent: (a) receipt by the Administrative Agent of counterparts hereof signed by each (or its counsel) shall have received from (I) all Lenders hereunder as of the parties hereto Effective Date, (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by II) the Administrative Agent in form and (III) the Borrower either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to it the Administrative Agent (which may include telecopy or electronic transmission of telegraphic, telex or other written confirmation from a signed signature page of this Agreement) that such party of execution of has signed a counterpart hereof by such party)of this Agreement; (b) receipt by the Borrower shall have paid all fees, costs and expenses due and payable to the Administrative Agent Agent, for itself and on behalf of the account of each Bank that has requested a Note of a duly executed Note dated Lenders, or its counsel on or before the Effective Date complying with and (in the provisions case of Section 2.05expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Effective Date; (c) receipt by the Borrower shall have provided the documentation and other information about the Borrower to the Administrative Agent of an opinion of Xxxx Xxx Listthat is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, Esq.including, General Counsel of without limitation, the BorrowerU.S. Patriot Act and the Beneficial Ownership Regulation, substantially in the form of Exhibit F hereto and covering such additional matters relating to the transactions contemplated hereby as extent such information was reasonably requested by the Required Banks may reasonably request, such opinion to be Arranger or a Lender in form and substance satisfactory writing at least ten (10) Business Days prior to the Administrative AgentEffective Date; (d) receipt by the Borrower shall have delivered to the Administrative Agent of an a customary written opinion of Xxxxx Xxxx & Xxxxxxxx, special counsel for the Administrative Agent, substantially in the form of Exhibit G 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 (addressed to the Administrative AgentAgent and the Lenders) of Wxxxxxxx, Lipton, Rxxxx & Kxxx covering customary legal matters for an unsecured bank loan financing of the type contemplated by this Agreement; (e) receipt by 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 signed of good standing for the Borrower, each certified by the Chief Financial Officer or the Chief Executive Officer and an Assistant Secretary-Treasurer or the Controller appropriate governmental officer in its jurisdiction of the Borrower to the effect 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 complianceincorporation; (f) receipt by the Administrative Agent, with a copy for each Bank, of a certificate of an officer of the Borrower acceptable shall have delivered to the Administrative Agent stating copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s bylaws 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 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 there have received evidence thereof reasonably satisfactory been no changes to itits certificate of incorporation provided pursuant to Section 4.01(e); (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[reserved]; (h) receipt by the Borrower shall have delivered to the Administrative Agent a copy, in substantially final form and in form and substance reasonably satisfactory to Administrative Agent, of 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 DateRule 2.7 Announcement; and (i) receipt by the Administrative Agent of representations and warranties set forth in Article V shall be true and correct in all documents the Required Banks may reasonably request relating material respects (except to the existence of the Borrowerextent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, the corporate authority for in which case such representations and the validity of this Agreement warranties are true and the Notes, and any other matters relevant hereto, correct in all in form and substance satisfactory to the Administrative Agent. The Administrative Agent shall promptly notify the Borrower and the Banks respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the 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 to the Borrower of the satisfaction of the foregoing conditions shall be conclusive and binding on all parties heretoevidence thereof.

Effectiveness. This Agreement shall become be effective only if the Agent has received, on or before the date of this Agreement (or such later date as the "Effective Date") on which the Administrative Agent shall have received the following documents or other itemsmay agree in writing), each dated of the Effective Date unless otherwise indicatedfollowing, each in form and substance acceptable to the Agent in its sole discretion: (a) receipt this Agreement, duly executed by the Administrative Borrower, the Agent of counterparts hereof signed by each of and 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)Lenders; (b) receipt the Support and Subordination Agreement, duly executed by the Administrative Agent for the account of each Bank that has requested a Note of a duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.05parties thereto; (c) receipt by the Administrative Agent of an opinion of Xxxx Xxx Listamended and restated Notes, Esq., General Counsel each properly executed on behalf 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 Administrative Agent; (d) receipt a Deposit Account Control Agreement with respect to the newly created deposit accounts of the Borrower numbered 105700973487 (captioned “Green Plains Holdings II LLC dba Green Plains Lakota”) and 105700973495 (captioned “Green Plains Holdings II LLC dba Green Plains Riga”), duly executed by the Administrative Agent of an opinion of Xxxxx Xxxx & Xxxxxxxx, special counsel for the Administrative Agent, substantially in the form of Exhibit G 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 Administrative Agentparties thereto; (e) receipt a Security Agreement, Assignment of Account and Commodity Account Control Agreement, duly executed by the Administrative Agent of a certificate signed by the Chief Financial Officer or the Chief Executive Officer Borrower and an Assistant Secretary-Treasurer or the Controller of the Borrower to the effect that the conditions set forth in clauses (c) through (g)R.X. X’Xxxxx & Associates, 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 complianceLLC; (f) receipt all documents evidencing, or pertaining to, the Agreement and Plan of Merger, duly executed 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 itparties thereto; (g) evidence satisfactory a signed copy of an opinion of general counsel of the Borrower and Green Plains Renewable Energy addressed to the Administrative Agent that arrangements have been made for payment in full Agent, on behalf of all amounts owed under the Prior Credit AgreementsLenders, with respect to the matters contemplated by the Loan Agreement and the Forbearance Agreement (each as amended by this Agreement) and the Support and Subordination Agreement, and as to the authority of the parties to the Merger to effect the same and as to the completion and effectiveness of the Merger, and the authority of the Borrower and a wholly-owned subsidiary of Green Plains Renewable Energy to enter into the Merger; (h) receipt a Compliance Certificate and a Borrowing Base Certificate, each as of the date hereof; (i) evidence that the Borrower has obtained from Green Plains Renewable Energy a cash equity investment in an amount not less than $10,000,000 and deposited same into an account subject to a Deposit Account Control Agreement; (j) payment of an extension fee of $500,000 in immediately available funds (net of the $100,000 fee previously paid by Green Plains Renewable Energy to the Agent to induce the Lenders to obtain approval of the Merger and this Agreement), which fee will be allocated by the Administrative Agent pro rata among the Lenders; (k) payment to the Agent of all amounts necessary to (x) reduce the outstanding principal balance of the Line of Credit Loan Liabilities to $15,000,000 and (y) ensure that the Borrowing Base Limit is not a negative amount; (l) a Certificate of the Secretary of the Borrower certifying as to (i) the resolutions of the sole member of the Borrower approving the Merger and the Syndication execution and delivery of this Agreement; (ii) that attached to such certificate are true and correct copies of the certificate of merger and the certificate of formation and limited liability company agreement of the Borrower, together with such copies; and (iii) certifying that the officers and agents of the Borrower who have been certified to the Agent, pursuant to the certificate of secretary or assistant secretary given by the Borrower to the Agent (or their respective assigns) as being authorized to sign and by each Bank to act on behalf of all fees required the Borrower continue to be paid in so authorized or setting forth the respective amounts heretofore mutually agreed, sample signatures of each of the officers and agents of the Borrower authorized to execute and deliver this Agreement and all expenses for which invoices have been presentedother documents, agreements and certificates on or before behalf of the Effective DateBorrower; and (m) a Certificate of the Secretary of Green Plains Renewable Energy certifying as to (i) receipt by the Administrative Agent of all documents the Required Banks may reasonably request relating to the existence resolutions of the Borrower, board of directors of Green Plains Renewable Energy approving the corporate authority for Merger and the validity execution and delivery of this Agreement the Support and Subordination Agreement; (ii) that attached to such certificate are true and correct copies of the certificate of merger and the Notescertificate of incorporation and bylaws of Green Plains Renewable Energy, together with such copies; and (iii) the names of the officers of Green Plains Renewable Energy that are authorized to sign the Support and Subordination Agreement and any other matters relevant heretoLoan Documents to which Green Plains Renewable Energy is a party, all in form and substance satisfactory to together with the Administrative Agenttrue signatures of such officers. The Administrative Agent shall promptly notify the Borrower and the Banks Lenders may conclusively rely on such certificate until the Agent receives a further certificate of the Effective Date, Secretary of Green Plains Renewable Energy canceling or amending the prior certificate and submitting the signatures of the officers named in such notice shall be conclusive and binding on all parties heretofurther certificate.

Effectiveness. This The amendment and restatement of the Existing Credit Agreement as set forth in Section 1 hereof, the assignment of the Existing Commitments to the New Lenders and the establishment of the 2020 Incremental Commitments of the 2020 Incremental Tranche Lenders shall become effective on the first date on which the following conditions shall have been satisfied or waived (the "“Restatement Effective Date"”): (a) The Administrative Agent shall have executed a counterpart hereto and shall have received from (i) the Borrower, (ii) each other Loan Party, (iii) each Existing Lender, (iv) each New Lender and (v) each 2020 Incremental Tranche Lender either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include a facsimile transmission or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a Note executed by the Borrower in favor of each Lender requesting a Note in advance of the Restatement Effective Date. (c) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent, the Issuing Banks and the Lenders and dated the Restatement Effective Date) of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinion. (d) The Administrative Agent shall have received (i) certified copies of the resolutions of the board of directors of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Restatement Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Restatement Effective Date and the other documents to be delivered hereunder on the Restatement Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Section 4 of this Agreement as of the Restatement Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 of the Restated Credit Agreement or Liens to be discharged on or prior to the Restatement Effective Date. (i) The Administrative Agent shall have received, at least five Business Days prior to the Restatement Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Restatement Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Restatement Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Restatement Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (i) Since December 31, 2019, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Restatement Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by the following documents or other itemschief financial officer of the Borrower in the form of Exhibit H to the Restated Credit Agreement. (k) The Borrower shall have paid all accrued and unpaid fees, each dated costs and expenses due to the Administrative Agent, the Existing Lenders, the New Lenders and the 2020 Incremental Tranche Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Restatement Effective Date unless otherwise indicated: and due and payable on or prior to the Restatement Effective Date, including (ai) receipt by the Administrative Agent of counterparts hereof signed by each of the parties hereto (orupfront fees, in the case of any party as payable 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 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 Lender, in an opinion of Xxxx Xxx List, Esq., General Counsel amount equal to 0.10% of the Borrower, substantially in the form amount 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 Administrative Agent; (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 G 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 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 (c) through (g), inclusive, of Section 3.03 have been satisfied Lender’s Commitments as of the Restatement Effective Date andin excess of such Lender’s Commitments under the Existing Credit Agreement, in if any, immediately prior to the case of clauses (c), (e) Restatement Effective Date and (g), setting forth in reasonable detail the calculations required to establish such compliance; (fii) receipt by the Administrative Agent, with a copy for each Bank, all attorney costs 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 satisfactory to the Administrative Agent. The Administrative Agent shall promptly notify the Borrower and the Banks Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding on all parties heretobinding.

Effectiveness. This Agreement Amendment shall become effective on and as of the date (the "“Fourth Amendment Effective Date"”) on which the following conditions have been satisfied: (a) The Administrative Agent (or its counsel) shall have received (i) a duly executed and completed counterpart hereof that bears the signature of each Borrower, (ii) a duly executed and completed counterpart hereof that bears the signature of the Administrative Agent and (iii) Xxxxxx Xxxxxxx, executed and delivered by the Continuing Term Lenders and the Additional Term Lenders. (b) The Administrative Agent shall have received an Acknowledgment and Confirmation in the form of Annex I hereto from an authorized officer of each Loan Party. (c) The Administrative Agent shall have received all fees payable thereto or to any Lender on or prior to the Fourth Amendment Effective Date, including all accrued interest on the Initial Term Loans in effect immediately prior to the Fourth Amendment Effective Date. (d) The Administrative Agent shall have received irrevocable notice of the borrowing of Repriced Term Loans in accordance with Section 2.02 of the Credit Agreement (or such shorter period as the Administrative Agent may agree). (e) To the extent invoiced, the Administrative Agent shall have received the following documents reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP) in connection with this Amendment and any other items, each dated the Effective Date unless otherwise indicated: (a) receipt by the Administrative Agent of 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 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 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 Administrative Agent; (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 G 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 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 Secretaryreasonable out-Treasurer or the Controller of the Borrower to the effect 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;of- (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 The Administrative Agent shall have received evidence thereof reasonably satisfactory to it; a certificate signed by a Responsible Officer of the Company, certifying on behalf of the Company, compliance with Section 4(g). (g) evidence satisfactory Each of the representations and warranties made by any Loan Party in or pursuant to the Administrative Agent Loan Documents or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of such date as if made on and as of such date (other than to the extent any representation and warranty is already qualified by materiality, in which case, such representation and warranty shall be true and correct as of such date), except to the extent that arrangements have been made for payment such representations and warranties specifically refer to an earlier date, in full which case they shall be true and correct in all material respects as of all amounts owed under such earlier date (other than to the Prior Credit Agreements; extent any representation and warranty is already qualified by materiality, in which case, such representation and warranty shall be true and correct as of such earlier date) and (hii) receipt by no Default or Event of Default has occurred and is continuing on the Administrative Agent Fourth Amendment Effective Date after giving effect to this Amendment 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 satisfactory to the Administrative Agent. 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 heretoRepriced Term Loans.

Effectiveness. This Agreement shall become effective on the date (that each of the "Effective Date") on which the Administrative Agent following conditions shall have received the following documents been satisfied (or other items, each dated the Effective Date unless otherwise indicated:waived in accordance with Section 9.05): (a) receipt by the Administrative Agent of 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 telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party)hereto; (b) receipt by the Administrative Agent for the account of each Bank that has requested a Note of a duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.052.04; (c) receipt by each of the Administrative Agent Banks of (i) an opinion of Xxxx Xxx ListXxxxxx Xxxxxxxx Frome & Xxxxxxxxxx LLP, Esq., General Counsel of counsel to the Borrower, substantially in the form of Exhibit F D-1 attached hereto and covering such additional matters relating satisfactory to the transactions contemplated hereby as Agent in all respects and (ii) an opinion of Piper & Marbury L.L.P., Maryland counsel to the Required Borrower, substantially in the form of Exhibit D-2 attached hereto and satisfactory to the Agent in all respects; (d) receipt by each of the Banks may reasonably requestof a certificate manually signed by the treasurer or vice president of the Borrower 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 opinion certificate to be dated the Effective Date and to be in form and substance satisfactory to the Administrative Agent; (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 G 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 Administrative Agent; (e) receipt by each of the Administrative Agent Banks of a manually signed certificate signed by from the Chief Financial Officer or Secretary of the Chief Executive Officer Borrower, in form and an Assistant Secretary-Treasurer or substance satisfactory to the Controller Agent and dated the Effective Date, as to the incumbency of, and bearing manual specimen signatures of, the officers of the Borrower who are authorized to execute and take actions under the Loan Documents, as to the effect that the conditions set forth in clauses (c) through (g), inclusive, of Section 3.03 have been satisfied as Custodian and Investment Adviser of the Effective Date andBorrower, and certifying and attaching copies of (i) the Borrower's by-laws as then in the case of clauses (c)effect, (eii) duly authorized resolutions of the Borrower's board of directors authorizing the transactions contemplated hereby, (iii) the current Prospectus for the Borrower, and (g), setting forth in reasonable detail iv) the calculations required Annual Reports and Semi-Annual Reports to establish such compliancethe Borrower's shareholders for the two most recently ended fiscal years; (f) receipt by each of the Administrative Agent, with a copy for each Bank, Banks of a certificate of an officer manually signed by the treasurer or vice president of the Borrower acceptable evidencing compliance by the Borrower with Section 18 of the Investment Company Act after giving effect to the Administrative Agent stating that all consents, authorizations, notices borrowing of Loans in an aggregate principal amount equal to the aggregate Commitment Amounts as senior securities representing indebtedness under Section 18(a) 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 itnot loans for temporary purposes under Section 18(g); (g) evidence satisfactory completion by the Banks of due diligence with respect to the Administrative Agent that arrangements have been made for payment in full of all amounts owed under the Prior Credit AgreementsBorrower; (h) receipt by the Administrative Agent and the Syndication Agent (or Banks being satisfied in their respective assigns) and by each Bank of all fees required to be paid sole discretion that there has been no material adverse change in the respective amounts heretofore mutually agreedbusiness, and all expenses for which invoices have been presentedassets, on financial condition or before prospects of the Effective Date; andBorrower since the date of the most recent financial statements of the Borrower referred to in Section 4.07; (i) receipt by the Administrative Agent of all documents the Required Banks 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 and other governmental and regulatory authorities, the existence of the Borrower, the corporate 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 Administrative Agent; (j) receipt by the Agent of evidence which is satisfactory to the Agent in all respects that the Borrower will redeem and repay in full all amounts outstanding under each of the Fixed Rate Notes on or before the thirtieth (30th) day after the Effective Date, with the proceeds of a Loan to be made hereunder; and (k) receipt by the Agent of payment of all fees and expenses (including fees and disbursements of special counsel for the Agent ) then payable hereunder and under the other Loan Documents; 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 June 30, 1998. Receipt by the Agent of a Bank's signature hereto shall mean that the conditions in clauses (g) and (h) of this Section 3.01 have been satisfied as to that Bank. The Administrative Agent shall promptly notify the Borrower and the Banks of the Effective Date, Date and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. This Agreement shall become effective on the date (the "“Effective Date"”) on which the Administrative Agent shall have received the following documents or other items, each dated the Effective Date unless otherwise indicated: (a) receipt by the Administrative Agent of 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 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 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., 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 hereto, provided that an enforceability opinion under New York law, that is reasonably request, such opinion to be in form and substance satisfactory acceptable to the Administrative Agent, shall be furnished by the Borrower’s New York counsel, Dewey & LeBoeuf LLP, subject tx xxxtomxxx xxxumptions, qualifications and limitations; (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 G 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 Administrative Agent; (e) receipt by the Administrative Agent of a certificate signed by any one of the Chief Financial Officer or Officer, the Chief Executive Officer and Officer, an Assistant Secretary-Treasurer Treasurer, the Controller or the Controller Vice President, Capital Markets Funding or the Vice President, Capital Markets Relations of the Borrower to the effect 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; (fe) 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; (gf) evidence satisfactory to the Administrative Agent that arrangements have been made for payment in full of all amounts owed under the Prior 364-Day Credit AgreementsAgreement; (hg) 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 Effective Date; and (ih) 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 Administrative Agent. The Administrative Agent shall promptly notify the Borrower and the Banks Bank Parties of the Effective Date, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. This Agreement shall become effective on the date (that each of the "Effective Date") on which the Administrative Agent following conditions shall have received the following documents been satisfied (or other items, each dated the Effective Date unless otherwise indicated:waived in accordance with Section 9.05): (a) receipt by the Administrative Agent of 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 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 Bank that has requested a Note of a duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.052.02; (c) receipt by the Administrative Agent of (i) a letter from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel for the Borrower, permitting the Banks to rely on their opinion delivered pursuant to the Pro Rata Credit Agreement and (ii) an opinion of Xxxx Xxx List, Esq.Xxxxxx X. Xxxxxx, 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 be reasonably request, such opinion to be in form and substance satisfactory to the Administrative Agent; (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 G 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 Administrative Agent;; and (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 (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 it may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement Agreement, the Pledge Agreements and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent. The Administrative Agent shall promptly notify the Borrower ; On and the Banks of after the Effective Date, and such notice the Demand Note shall be conclusive superseded by the terms of this Agreement and binding the Notes issued hereunder, and the indebtedness evidenced and governed by the Demand Note shall on all parties heretoand after the Effective Date be evidenced and governed by this Agreement and the Notes.

Effectiveness. This Agreement shall become effective on the date (that each of the "Effective Date") on which the Administrative Agent following conditions shall have received the following documents been satisfied (or other items, each dated the Effective Date unless otherwise indicated:waived in accordance with Section 9.05): (a) receipt by the Administrative Agent of 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 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 for the account of each 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 ListX. Xxxxxxx, Esq., Assistant General Counsel and Assistant Secretary of the Borrower, substantially in the form of Exhibit F B hereto; (c) receipt by the Agent of an opinion of Winston & Xxxxxx LLP, special counsel for the Agent, substantially in the form of Exhibit C hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks Lenders may reasonably request, such opinion to be in form and substance satisfactory to the Administrative Agent; (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 G 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 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 (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 it may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, the name, title and signature of the officer authorized to sign on behalf of the Borrower and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and (e) receipt by the Agent of evidence satisfactory to it of the payment of all principal of and interest on any loans outstanding under, and all accrued fees under, and termination of the commitments under the Existing Agreement, which termination shall be effected by the agreements and waivers by the applicable parties as set forth in the final sentence of this Section 3.01. The Administrative Agent shall promptly notify the Borrower and the Banks Lenders of the Effective Date, and such notice shall be conclusive and binding on all parties hereto. The Borrower and the Lenders (constituting the “Required Lenders” as defined in the Existing Agreement) hereby (i) agree that the “Commitments” under the Existing Agreement shall terminate automatically upon the Effective Date without further action by any party to the Existing Agreement and (ii) waive compliance with the notice requirements set forth in Section 2.06 of the Existing Agreement with respect thereto.

Effectiveness. This Agreement Amendment shall become effective on effective, and the date (the "“First Amendment Effective Date"” shall be deemed to have occurred, upon the occurrence or satisfaction of each of the events and conditions below: (a) on which the execution and delivery hereof by the Company, the Administrative Agent and each of the Lenders; (b) the execution and delivery by the Company, for the benefit of each Lender requesting the same at least three (3) Business Days prior to the First Amendment Effective Date, of a Term Loan Note reflecting the First Amendment Term Loan principal amount of such Lender resulting herefrom; (c) the Administrative Agent shall have received a certificate of the following documents secretary or an assistant secretary of the Company certifying that attached thereto is a true, correct and complete copy of (A) the certificate of incorporation of the Company, certified by the appropriate governmental authority, (B) the Company’s bylaws, (C) resolutions duly adopted by the board of directors (or other itemsgoverning body) of the Company authorizing the transactions contemplated hereunder and the execution, each dated delivery and performance of this Amendment and (D) certificates as of a recent date of the Effective Date unless otherwise indicated: (a) receipt by the Administrative Agent good standing of counterparts hereof signed by each of the parties hereto (or, in Company under the case laws of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it its jurisdiction 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 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 Administrative Agentorganization; (d) receipt by the Administrative Agent of an shall have received a favorable opinion of Xxxxx Xxxx & XxxxxxxxX. Xxxxxxx, special counsel for the Administrative Agent, substantially in the form of Exhibit G hereto and covering such additional matters relating General Counsel to the transactions contemplated hereby as the Required Banks may reasonably requestCompany, such opinion to be in form and substance satisfactory addressed to the Administrative AgentAgent and the Lenders with respect to the Company, this Amendment and such other matters as the Administrative Agent shall reasonably request; (e) receipt by the Administrative Agent (or its counsel) shall have received a certificate of a certificate signed by the Chief Financial Responsible Officer or the Chief Executive Officer and an Assistant Secretary-Treasurer or the Controller of the Borrower to Company dated the effect First Amendment Effective Date, (i) certifying that the conditions set forth in clauses Section 3.3 of the Credit Agreement are satisfied with respect to the making of the First Amendment Term Loans to occur on the First Amendment Effective Date, (cii) through certifying that the conditions set forth in Section 4 (g), inclusive, of Section 3.03 h) and (i) have been satisfied as and (iii) demonstrating, in form and substance reasonably satisfactory to the Administrative Agent, that the Company is in compliance with the financial covenants set forth in Sections 6.8 and 6.9 of the Credit Agreement (based on the financial statements most recently delivered pursuant to Section 5.1(a) or 5.1(b) of the Credit Agreement, as applicable) both before and after giving effect (on a Pro Forma Basis) to the making of the First Amendment Term Loans on the First Amendment Effective Date and, in the case of clauses (c), (e) and (g), setting forth in reasonable detail the calculations required to establish such complianceDate; (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 itit that, substantially concurrently with the effectiveness of this Amendment, the Company is paying all accrued interest owing in respect of the Term Loans pursuant to the Credit Agreement, it being understood that any such payments may be made out of the proceeds of Credit Extensions made on the First Amendment Effective Date; (g) evidence satisfactory to the Administrative Agent that arrangements and the Arrangers shall have received all fees and other amounts required to be paid on or before the First Amendment Effective Date, including all expenses (including fees and disbursements of legal counsel for the Administrative Agent) for which invoices have been made for payment in full of all amounts owed under presented on or prior to the Prior Credit AgreementsFirst Amendment Effective Date; (h) receipt by no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any Governmental Authority to enjoin, restrain, or prohibit, or to obtain substantial damages in respect of, or which is related to or arises out of this Amendment or any of the other Loan Documents or the other transactions contemplated hereby or thereby; (i) since December 31, 2014 there shall have occurred no Material Adverse Change; (j) the Administrative Agent shall have received evidence that the existing private placement indebtedness of the Company has been amended in a manner consistent with the terms of this Amendment with respect to the deletion of a net worth-based financial covenant and payment and cross default thresholds and that any new private placement indebtedness incurred by the Syndication Agent (Company prior to or their respective assigns) substantially contemporaneously with the First Amendment Effective Date shall likewise have no net worth-based financial covenant and shall have payment and cross default thresholds consistent with the Credit Agreement, as amended 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 Datethis Amendment; and (ik) receipt by the Administrative Agent of all documents the Required Banks may reasonably request relating to the existence of the Borrower(or its counsel) shall have received, 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 it, such additional certificates, documents and other information as the Administrative Agent. 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 heretoreasonably require.

Effectiveness. This Agreement shall become effective on the date (that each of the "Effective Date") on which the Administrative Agent following conditions shall have received the following documents been satisfied (or other items, each dated the Effective Date unless otherwise indicated: waived in accordance with Section 9.05 hereof): (a) receipt by the Administrative Agent of 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 telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party); hereto; (b) receipt by the Administrative Agent for the account of each Bank that has Bank, if requested a Note by such Bank, of a duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.05; 2.04 hereof; (c) receipt by the Administrative Agent of an opinion of Xxxx Xxx List, Esq., General Counsel of (1) the Security Agreement signed by the Borrower, substantially and (2) (i) a perfection certificate from the Borrower in form and substance reasonably satisfactory to the Agent, (ii) copies of the results of current lien searches (or the equivalent in the applicable jurisdictions), such results to be in form and substance reasonably satisfactory to the Agent, (iii) UCC financing statements (or the equivalent in the applicable jurisdictions), in form and substance reasonably satisfactory to the Agent, and (iv) such other documents, instruments and/or agreements the Agent may reasonably require to perfect its 35 security interest in the Collateral (as defined in the Security Agreement) in the relevant jurisdictions; (d) receipt by the Agent of Exhibit F hereto the legal opinions of Wxxxxxx Xxxx & Gxxxxxxxx LLP and Vxxxxxx LLP, counsel for the Borrower, covering such additional matters relating to the transactions contemplated hereby as the Required Banks Agent may reasonably request; (e) receipt by the Agent of a certificate manually signed by an officer of the Borrower which is satisfactory to the Agent to the effect set forth in clause (e) and, if the Borrower is submitting a Notice of Borrowing on the Effective Date, clauses (c) and (d), of Section 3.02 hereof, such opinion certificate to be dated the Effective Date and to be in form and substance reasonably satisfactory to the Administrative Agent; (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 G 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 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 (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, Agent of a manually signed certificate of an officer from the Secretary or Assistant Secretary of the Borrower acceptable to the Administrative Agent stating that all consents, authorizations, notices in form 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 substance reasonably satisfactory to it; 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) all Charter Documents (other than those delivered pursuant to Section 3.01(h) hereof), with all amendments, restatements, supplements or other modifications thereto, (ii) the resolutions of the Borrower’s Managing Body authorizing the transactions contemplated hereby, (iii) the Offering Document and such material as accurately and completely sets forth all Investment Policies and Restrictions not reflected in the Offering Document, (iv) the investment management 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 and (vi) the Borrower’s report(s) to shareholders referred to in Section 4.08(a) hereof; (g) evidence satisfactory to receipt by the Administrative Agent that arrangements have been made of a legal existence and good standing certificate for payment in full the Borrower from the Secretary of all amounts owed under the Prior Credit Agreements; State of Maryland, dated as of a recent date; (h) receipt by the Administrative Agent of a copy of the charter of the 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 (x) completed its due diligence review, and the Syndication Agent (or their respective assigns) results of any such due diligence review are satisfactory in form and by each Bank of all fees required substance to be paid in the respective amounts heretofore mutually agreedAgent, and (y) received all expenses for which invoices such documents and information as the Agent, at the request of any Bank, shall have been presentedrequested in order to comply with “know-your-customer” and other anti-terrorism, on or before the Effective Dateanti-money laundering and similar rules and regulations and related policies; and (ij) receipt by the Administrative Agent of evidence in 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 respects satisfactory to the Administrative Agent. The Administrative Agent shall promptly notify to the effect that all commitments in favor of the Borrower under, and all of the principal, interest, fees and other sums owing by the Borrower under, and all Liens, if any, securing the obligations of the Borrower in connection with, that certain $250,000,000 committed unsecured 364-day revolving line of credit, dated as of June 10, 2009, by and among the Borrower and the Banks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto.eight other

Effectiveness. This Agreement shall become effective effective, and the commitments under each Existing Credit Facility shall be automatically terminated, on the date (that each of the "Effective Date") on which the Administrative Agent following conditions shall have received the following documents or other items, each dated the Effective Date unless otherwise indicatedbeen satisfied: (a) receipt Receipt by the Administrative Agent of counterparts hereof signed by the following, each of which shall be originals or facsimiles unless otherwise specified, each properly executed by a Responsible Officer of the parties hereto applicable Borrower, each dated the Closing Date (or, in the case of any party as to which an executed counterpart shall not have been receivedcertificates of governmental officials, 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 Bank that has requested a Note of a duly executed Note dated on or recent date before the Effective Date complying with the provisions of Section 2.05; (cClosing Date) 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 each in form and substance satisfactory to the Administrative AgentAgent and its legal counsel: (i) executed counterparts of this Agreement; (dii) receipt a 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 Closing 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 an opinion of Xxxxx Xxxx & Xxxxxxxx, special counsel for the Administrative Agent, substantially in the form of Exhibit G hereto and covering such additional matters relating each Responsible Officer thereof authorized to the transactions contemplated hereby act as the Required Banks may reasonably request, such opinion to be in form and substance satisfactory to the Administrative Agent; (e) receipt by the Administrative Agent of a certificate signed by the Chief Financial Responsible 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 (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 and the other Loan Documents; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Borrower is duly organized or formed, and that such Borrower is validly existing, in full force good standing and effectqualified to engage in business, in its jurisdiction of organization; (v) a favorable opinion of Eversheds Sxxxxxxxxx (US) LLP, counsel to TMCC, addressed to the Administrative Agent and each Lender; (vi) a favorable opinion of Pxxxxxxxxxx Xxxxxx & Axxxxxx LLP, counsel to TCPR, addressed to the Administrative Agent and each Lender; (vii) a favorable opinion of Stikeman Elliott LLP, counsel to TCCI, addressed to the Administrative Agent and each Lender; (viii) favorable opinions of Freshfields Bruckhaus Dxxxxxxx LLP, counsel to TMFNL, TFSUK and TKG, addressed to the Administrative Agent and each Lender; (ix) a favorable opinion of King & Wood Mallesons, counsel to TFA, addressed to the Administrative Agent and each Lender; (x) on the Closing Date, the following statements shall be true and the Administrative Agent shall have received evidence thereof reasonably satisfactory to it;for the account of each Lender a certificate of a Responsible Officer of each Borrower, stating that: (gA) evidence satisfactory to the representations and warranties contained in Article V hereof are correct on and as of the Closing Date; and (B) no event has occurred and is continuing that constitutes a Default; and (xi) such other assurances, certificates, documents or consents as the Administrative Agent that arrangements have been made for payment in full of all amounts owed under Agent, the Prior Credit Agreements;Swing Line Lenders or the applicable Required Lenders reasonably may require. (hb) receipt by the Administrative Agent and the Syndication Agent (or their respective assigns) and by each Bank of all Any fees required to be paid in pursuant to the respective amounts heretofore mutually agreed, and all expenses for which invoices have been presented, Fee Letters on or before the Effective Date; andClosing Date shall have been paid. (ic) receipt 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 matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent of all documents the Required Banks may reasonably request relating shall have received notice from such Lender prior 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 Administrative Agent. 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 heretoproposed Closing Date specifying its objection thereto.

Effectiveness. This Agreement shall become effective on the date (that each of the "Effective Date") on which the Administrative Agent following conditions shall have received the following documents been satisfied (or other items, each dated the Effective Date unless otherwise indicated:waived in accordance with Section 9.05 hereof): (a) receipt by the Administrative Agent of 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 telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party)hereto; (b) receipt by the Administrative Agent for the account of each Bank that has Bank, if requested a Note by such Bank, of a duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.052.04 hereof; (c) receipt by the Administrative Agent of an opinion of Xxxx Xxx List, Esq., General Counsel of (1) the Security Agreement signed by the Borrower, substantially and (2) (i) a perfection certificate from the Borrower in form and substance reasonably satisfactory to the Agent, (ii) copies of the 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) UCC financing statements (or the equivalent in the applicable jurisdictions), in form and substance reasonably satisfactory to the Agent, and (iv) such other documents, instruments and/or agreements the Agent may reasonably require to perfect its security interest in the Collateral in the relevant jurisdictions; (d) receipt by the Agent of Exhibit F hereto and the legal opinion of Dechert LLP, counsel for the Borrower, covering such additional matters relating to the transactions contemplated hereby as the Required Banks Agent may reasonably request, such opinion to be in form and substance satisfactory to the Administrative Agent; (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 G 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 Administrative Agent; (e) receipt by the Administrative Agent of a certificate manually signed by the Chief Financial Officer or the Chief Executive Officer and an Assistant Secretary-Treasurer or the Controller officer of the Borrower satisfactory to the Agent (x) attaching an unaudited statement of assets and liabilities of the Borrower as of October 15, 2014 (the “Starting Balance Sheet”), and (y) to the effect that the conditions set forth in clause (e) and, if the Borrower is submitting a Notice of Borrowing on the Effective Date, clauses (c) through and (gd), inclusive, of Section 3.03 have been satisfied as of 3.02 hereof, such certificate to be dated the Effective Date and, and to be in form and substance reasonably satisfactory to the case of clauses (c), (e) and (g), setting forth in reasonable detail the calculations required to establish such complianceAgent; (f) receipt by the Administrative Agent, with a copy for each Bank, Agent of a manually signed certificate of an officer from the Secretary or Assistant Secretary of the Borrower acceptable in form and substance reasonably satisfactory to the Administrative Agent stating that 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) all consentsCharter Documents (other than those delivered pursuant to Section 3.01(h) hereof), authorizationswith all amendments, notices restatements, supplements or other modifications thereto, (ii) the resolutions of the Borrower’s Managing Body authorizing the transactions contemplated hereby, (iii) the Offering Document and filings required such material as accurately and completely sets forth all Investment Policies and Restrictions not reflected in the Offering Document, (iv) the investment management agreement between the Borrower and the Investment Adviser as then in effect, along with any other investment management or advisable submanagement agreements to which the Borrower is a party as then in connection with this Agreement are in full force and effect, and (v) the Administrative Agent shall have received evidence thereof reasonably satisfactory to itCustody Agreement; (g) evidence satisfactory to receipt by the Administrative Agent that arrangements have been made of a legal existence and good standing certificate for payment in full the Borrower from the Secretary of all amounts owed under State of the Prior Credit AgreementsState of Delaware, dated as of a recent date; (h) receipt by the Administrative Agent and of a copy of the Syndication Agent (Certificate of Trust of the Borrower, with all amendments, restatements, supplements or their respective assigns) and other modifications thereto, certified by each Bank the Secretary of all fees required to be paid in State of the respective amounts heretofore mutually agreed, and all expenses for which invoices have been presented, on or before the Effective Date; andState of Delaware; (i) the Agent shall have completed its due diligence review, and the results of any such due diligence review are satisfactory in form and substance to the Agent; (j) receipt by the Administrative Agent of all documents the Required Banks (including, without limitation, a 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 the Borrower, the corporate 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 Administrative Agent; and (k) receipt by the Agent of payment of all (i) reasonable out-of-pocket expenses (including reasonable fees and disbursements of special counsel for the Agent) then payable hereunder, and (ii) fees then payable hereunder or under a separate fee letter, if any; 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 31, 2014. 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.

Effectiveness. This Agreement shall become effective on the date (that each of the "Effective Date") on which the Administrative Agent following conditions shall have received the following documents been satisfied (or other items, each dated the Effective Date unless otherwise indicated: waived in accordance with Section 9.05 hereof): (a) receipt by the Administrative Agent of 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 telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party); hereto; (b) receipt by the Administrative Agent for the account of each Bank that has Bank, if requested a Note by such Bank, of a duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.05; 2.04 hereof; (c) receipt by the Administrative Agent of an opinion of Xxxx Xxx List, Esq., General Counsel of (1) the Security Agreement signed by the Borrower, substantially and (2) (i) a perfection certificate from the Borrower in form and substance reasonably satisfactory to the Agent, (ii) copies of the results of current lien searches (or the equivalent in the applicable jurisdictions), such results to be in form and substance reasonably satisfactory to the Agent, (iii) UCC financing statements (or the equivalent in the applicable jurisdictions), in form and substance reasonably satisfactory to the Agent, and (iv) such other documents, instruments and/or agreements the Agent may reasonably require to perfect its security interest in the Collateral (as defined in the Security Agreement) in the relevant jurisdictions; (d) receipt by the Agent of Exhibit F hereto the legal opinions of Wxxxxxx Xxxx & Gxxxxxxxx LLP and Vxxxxxx LLP, counsel for the Borrower, covering such additional matters relating to the transactions contemplated hereby as the Required Banks Agent may reasonably request; (e) receipt by the Agent of a certificate manually signed by an officer of the Borrower which is satisfactory to the Agent to the effect set forth in clause (e) and, if the Borrower is submitting a Notice of Borrowing on the Effective Date, clauses (c) and (d), of Section 3.02 hereof, such opinion certificate to be dated the Effective Date and to be in form and substance reasonably satisfactory to the Administrative Agent; (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 G 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 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 (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, Agent of a manually signed certificate of an officer from the Secretary or Assistant Secretary of the Borrower acceptable to the Administrative Agent stating that all consents, authorizations, notices in form 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 substance reasonably satisfactory to it; (g) evidence satisfactory the Agent and dated the Effective Date as to the Administrative Agent that arrangements have been made for payment in full of all amounts owed incumbency of, and bearing manual specimen signatures of, the Authorized Signatories who are authorized to execute and take actions under the Prior Credit Agreements; (h) receipt by the Administrative Agent Loan Documents for 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 behalf of the Borrower, and certifying and attaching copies 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, (ii) the corporate authority for resolutions of the Borrower’s Managing Body authorizing the transactions contemplated hereby, (iii) the Offering Document and such material as accurately and completely sets forth all Investment Policies and Restrictions not reflected in the validity of this Agreement and Offering Document, (iv) the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent. The Administrative Agent shall promptly notify investment management agreement between the Borrower and the Banks of Investment Adviser as then in effect, along with any other investment management or submanagement agreements to which the Effective DateBorrower is a party as then in effect, (v) the Custody Agreement and such notice shall be conclusive and binding on all parties hereto.(vi) the Borrower’s report(s) to shareholders referred to in Section 4.08(a) hereof; 34

Effectiveness. This Agreement shall become effective on the date that each of the following conditions shall have been satisfied (or waived in accordance with Section 9.5 with the "Effective Date"consent of the Borrower): (a) on which the Administrative Agent shall have received from each Person listed on the following documents signature pages hereto either (x) a counterpart of this Agreement signed on behalf of such Person or other items, each dated the Effective Date unless otherwise indicated: (ay) receipt by written evidence satisfactory to the Administrative Agent of 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 telegraphic, telex or other written confirmation from such party of execution may include facsimile transmission of a signed signature page of this Agreement) that such Person has signed a counterpart hereof by such party)of this Agreement; (b) receipt by the Administrative Agent for the account of each Bank that has requested a Note Lender (other than an Existing Bank) of a duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.052.5; (c) receipt by the Administrative Agent of an opinion of Xxxx Xxx List, Esq., 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 Administrative AgentAgent and the Lenders covering such matters relating to the Borrower, the Loan Documents and the transactions contemplated hereby as they may require; (d) receipt by the Administrative Agent of an opinion of Xxxxx Xxxx & Xxxxxxxx, special counsel for Borrower shall have paid to the Administrative Agent, substantially the Lenders and the Lead Arrangers all fees (including upfront fees) and expenses that it shall have agreed in writing to pay and which are due and owing; (e) the form Administrative Agent shall have received from the Borrower, for the account of Exhibit G hereto and covering the appropriate person, the Matured Amount (as defined in Section 3.3(c)); (f) the Administrative Agent shall have received from each Bank, for the account of the appropriate person, the amount payable by such additional matters relating Bank under Section 3.3(d); and (g) the Administrative Agent shall have received (i) a certificate of good standing with respect to the transactions contemplated hereby as Borrower from the Required Banks may reasonably requestSecretary of State of its state of incorporation, such opinion to be and (ii) a certificate of the Secretary or an Assistant Secretary of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent; (e) receipt by , certifying that the Administrative Agent of a certificate signed by resolutions authorizing the Chief Financial Officer or the Chief Executive Officer and an Assistant Secretary-Treasurer or the Controller of the Borrower predecessor agreement to the effect that the conditions set forth in clauses (c) through (g), inclusive, of Section 3.03 Existing Agreement have not been satisfied as of the Effective Date and, in the case of clauses (c), (e) modified 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 remain in full force and effect, and containing an incumbency certification with respect to each officer thereof signing any Loan Document; provided that this Agreement shall not become effective or be binding on any party hereto unless not later than December 18, 2003 all of 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 foregoing conditions are satisfied (or their respective assigns) and by each Bank of all fees required to be paid waived in accordance with Section 9.5 with 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 consent 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 Administrative Agent). The Administrative Agent shall promptly notify the Borrower and the Banks Lenders of the Effective Date, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. This Agreement Amendment shall become effective on as of the first date (the "“Amendment Effective Date"”) on which the below conditions shall have been satisfied or waived: (i) the Administrative Agent (or its counsel) shall have received duly executed counterparts hereof that, when taken together, bear the authorized signatures of the Borrower, each Subsidiary Guarantor and each Extending Lender (together, representing at least the Required Lenders); (ii) the Administrative Agent shall have received the following such documents or other items, each dated the Effective Date unless otherwise indicated: (a) receipt by and certificates as the Administrative Agent of 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 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 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 its counsel may reasonably request relating to the transactions contemplated hereby as organization, existence and good standing of the Required Banks may reasonably requestBorrower and each other Obligor and the authorization of this Amendment, such opinion to be in form and substance reasonably satisfactory to the Administrative AgentAgent and its counsel; (diii) receipt by the Administrative Agent of an opinion of Xxxxx Xxxx & Xxxxxxxx, special counsel for the Administrative Agent, substantially in the form of Exhibit G 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 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 (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 a favorable written opinion (addressed 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 Lenders dated the respective amounts heretofore mutually agreed, and all expenses for which invoices have been presented, on or before the Amendment Effective Date; and (i) receipt by the Administrative Agent of all documents the Required Banks may reasonably request relating to the existence of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, New York counsel for 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 acceptable to the Administrative Agent (and the Borrower hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent); (iv) the Administrative Agent shall have received a certificate from the Borrower, in form and substance reasonably satisfactory to the Administrative Agent. The , dated the Amendment Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming that on and as of the Amendment Effective Date (x) the representations and warranties set forth in Article III of the 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 Amendment 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 Amendment Effective Date, no Default or Event of Default has occurred and is continuing; (v) the Administrative Agent shall promptly notify have received, for the account of each Extending Lender party hereto, an upfront fee equal to 0.20% of the aggregate amount of the Commitments (whether used or unused) of such Extending Lender as of the Amendment Effective Date (after giving effect to the reduction in Commitments of such Extending Lenders effected pursuant to Section B above); and (vi) the Administrative Agent shall have received all other amounts invoiced to the Borrower that are due and the Banks payable to it, any of its affiliates or any of the Effective DateLenders, including payment or reimbursement of all fees and such notice shall expenses (including fees, charges and disbursements of counsel) required to be conclusive and binding on all parties heretopaid or reimbursed by the Borrower in connection with this Amendment.

Effectiveness. This Agreement shall become effective on the date (that each of the "Effective Date") on which the Administrative Agent following conditions shall have received been satisfied (or waived in accordance with Section 9.05) (except Sections 2.11 and 9.03, which shall become effective on the following documents or other items, each dated the Effective Date unless otherwise indicated:date that clause (a) below is satisfied): (a) receipt by the Administrative Agent of counterparts hereof hereof, signed by each of the parties hereto (or, in the case of any party as to which an any executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telex facsimile 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 Bank that has requested of a Note of a duly executed Note on behalf of the Borrower and dated on or before the Effective Date Date, complying with the provisions of Section 2.052.03, and a guaranty of each Material Subsidiary as required pursuant to Section 5.08; (c) receipt by the Administrative Agent of an opinion of Xxxx Xxx ListXxxxx & Xxxxx, Esq., General Counsel of special counsel for the BorrowerBorrower and the Subsidiary Guarantors, 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 Administrative AgentB hereto; (d) receipt by the Administrative Agent of an opinion of Xxxxx Xxxx & XxxxxxxxX. Xxxxxxxxx, special counsel for Vice President, Managing Counsel and Corporate Secretary of the Administrative AgentBorrower and the Subsidiary Guarantors, substantially in the form of Exhibit G 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 Administrative AgentC hereto; (e) receipt by the Administrative Agent of a certificate signed by the Chief Financial Officer chief financial officer, chief accounting officer or the Chief Executive Officer and an Assistant Secretary-Treasurer or the Controller treasurer of the Borrower Borrower, to the effect 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 (cb), (ec) and (g), setting forth in reasonable detail the calculations required to establish such complianced) of Section 3.02; (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 it may reasonably request relating to the existence of the BorrowerBorrower and each Subsidiary Guarantor, the corporate authority for and the validity of this Agreement and the NotesFinancing Documents, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and (g) receipt by the Administrative Agent of evidence satisfactory to it of the payment of all principal of and interest on any loans outstanding under, and all accrued fees under, the Existing Agreement. The certificate and opinions referred to in clauses (c), (d), (e) and (f) above shall be dated the Effective Date; 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 31, 2002. Promptly after the Effective Date occurs, the Administrative Agent shall promptly notify the Borrower and the Banks of the Effective Datethereof, and such notice shall be conclusive and binding on all parties hereto. The Borrower and the Banks party to the Existing Agreement, comprising the Required Banks as defined therein, hereby agree that (i) the commitments of the banks under the Existing Agreement shall terminate in their entirety immediately and automatically upon the effectiveness of this Agreement, without further action by any party to the Existing Agreement, (ii) all accrued fees under the Existing Agreement shall be due and payable at such time, and (iii) subject to the funding loss indemnities in the Existing Agreement, the Borrower may prepay any and all loans outstanding thereunder on the Effective Date. Promptly after the Effective Date, each Bank which is a party to the Existing Agreement will return to the Borrower the note issued to it pursuant to the Existing Agreement (or if it is unable to locate such note, will provide the Borrower with an officer's certificate to that effect).

Effectiveness. This Agreement shall become effective on the date (that each of the "Effective Date") on which the Administrative Agent following conditions shall have received the following documents been satisfied (or other items, each dated the Effective Date unless otherwise indicated:waived in accordance with Section 9.05): (a) receipt by the Administrative Agent of 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 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 of an opinion of the account Vice President - Legal Affairs or an Associate General Counsel of each Bank that has requested a Note the Company, substantially in the form of a duly executed Note dated on or before Exhibit E hereto and covering such additional matters relating to the Effective Date complying with transactions contemplated hereby as the provisions of Section 2.05Required Banks may reasonably request; (c) receipt by the Administrative Agent of an opinion of Xxxx Xxx ListDavis Polk & Wardwell, Esq.special counsel for the Administrative Agent, General Counsel of the Borrower, substantially in the form suxxxxxxxxxxy ix xxx xxrm 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 Administrative Agent; (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 G 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 Administrative Agent; (e) receipt by all documents 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 (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 each of the BorrowerBorrowers, 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 Administrative Agent; (e) receipt by the Administrative Agent for the account of each Bank a front-end fee in the amount heretofore mutually agreed; and (f) receipt by the Administrative Agent of evidence satisfactory to it of the payment of all principal of and interest on any loans outstanding under, and of all other amounts payable under, the Existing Credit Agreements. The Banks that are parties to the Existing 364-Agreement, comprising the "REQUIRED BANKS" as defined in such agreement, and the Company agree that the commitments under the Existing 364-Day Agreement shall terminate in their entirety simultaneously with and subject to the effectiveness of this Agreement, without notice or further action by any party under the Existing 364-Day Agreement, and that the Company shall be obligated to pay the accrued facility fees thereunder to but excluding the date of such effectiveness. The Administrative Agent shall promptly notify the Borrower Company and the Banks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. This Agreement Amendment shall become effective on as of the date hereof (the "“Amendment No. 7 Effective Date"”), subject to the satisfaction (or waiver by the 2022 Increase Loan Lenders and, to the extent required by Section 13.12 of the Credit Agreement, the Required Lenders) on which of the following conditions: (a) Counterparts of this Amendment shall have been executed and delivered (by electronic transmission or otherwise) to the Administrative Agent by Holdings, the Lead Borrower, the other Borrowers, the Administrative Agent, and each 2022 Increase Loan Lender; (b) The Administrative Agent shall have received customary secretary’s certificates or director’s certificates for each U.S. Credit Party, Irish Credit Party and Hong Kong Credit Party (together with applicable attachments), in each case, substantially similar to the following documents secretary’s certificates or other items, each dated director’s certificates (amended as necessary to reflect the transactions contemplated hereby) for such Credit Party that was delivered on the Amendment No. 5 Effective Date unless otherwise indicated: (a) receipt by the Administrative Agent of counterparts hereof signed by each of the parties hereto (or, in the case of any party as the U.S. Credit Parties and Hong Kong Credit Parties) or the Amendment No. 6 Effective Date (in the case of the Irish Credit Parties), or otherwise in form and substance reasonably satisfactory 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 Bank that has requested a Note of a duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.05Agent; (c) receipt The Administrative Agent shall have received a Hong Kong confirmation deed to the Initial Hong Kong Security Agreement executed by the Administrative Agent of an opinion of Xxxx Xxx ListHong Kong Credit Parties and the Asian Collateral Agent, Esq., General Counsel of dated the Borrower, substantially in the form of Exhibit F hereto Amendment No. 7 Effective Date 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 reasonably satisfactory to the Administrative Agent; (d) receipt by the The Administrative Agent of an opinion of Xxxxx shall have received from (i) Xxxxxxx Xxxx & XxxxxxxxXxxxxxxxx LLP, special counsel for to the U.S. Credit Parties, (ii) Xxxxxx, Xxxxx & Bockius LLP, California counsel to the U.S. Credit Parties formed or organized under the laws of the State of California, (iii) Xxxx Xxxxxxxxxx & Xxxxxxxxx LLP, Ohio counsel to the U.S. Credit Parties formed or organized under the laws of the State of Ohio, and (iv) Xxxxx Xxxxx, Hong Kong counsel to the Administrative Agent, opinions addressed to the Administrative Agent and each of the Lenders and dated the Amendment No. 7 Effective Date, in each case, substantially in similar to the form of Exhibit G hereto and covering such additional matters relating opinions (amended as necessary to reflect the transactions contemplated hereby as hereby) for such Credit Party that were delivered on the Required Banks may reasonably requestAmendment No. 5 Effective Date, such opinion to be or otherwise in form and substance reasonably satisfactory to the 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 Each of the Borrower to the effect that the conditions representations and warranties made by any Credit Party party hereto set forth in clauses Section 5 of this Amendment, Section 8 of the Credit Agreement or in any other Credit Document are true and correct in all material respects (cwithout duplication of any materiality standard set forth in any such representation or warranty) through (g), inclusive, of Section 3.03 have been satisfied on and as of the Amendment No. 7 Effective Date andwith 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 the which case such representations and warranties were true and correct in all material respects as of clauses such date (cwithout duplication of any materiality standard set in any such representation or warranty), (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, No Event of a certificate of an officer of the Borrower acceptable to the Administrative Agent stating that all consents, authorizations, notices Default has occurred and filings required or advisable in connection with this Agreement are in full force and effect, and the is continuing; (g) The Administrative Agent shall have received evidence thereof reasonably satisfactory on or prior to it; the Amendment No. 7 Effective Date, (gi) evidence satisfactory for the ratable account of each 2022 Increase Loan Lender, upfront fees in an amount equal to 0.15% of the aggregate principal amount of the U.S. Revolving Commitment Increases of such 2022 Increase Loan Lender as of the Amendment No. 7 Effective Date and (ii) for the account of the Administrative Agent and the Arranger, all reasonable out-of-pocket fees and expenses of the Administrative Agent and the Arranger, including all invoiced fees and expenses of one primary U.S. counsel to the Administrative Agent that arrangements have been made for payment and one local counsel in full any relevant jurisdiction (which may include a single firm of all amounts owed under counsel acting in multiple jurisdictions), in each case, to the Prior Credit Agreementsextent invoiced at least two (2) Business Days’ prior to the date hereof; (h) receipt The Administrative Agent shall have received (i) in respect of each U.S. Credit Party, certified copies of a recent date of requests for information or copies (Form UCC-1) listing all effective financing statements that name Holdings, the Lead Borrower or any other U.S. Credit Party as debtor and that are filed in the UCC as may be reasonably necessary or desirable to perfect the security interests purported to be created by the Administrative Agent and Security Documents, together with copies of such other financing statements that name Holdings, the Syndication Agent Lead Borrower or any other U.S. Credit Party as debtor (or their respective assignsnone of which shall cover any of the Collateral except to the extent evidencing Permitted Liens) and by (ii) in respect of each Bank U.S. Credit Party, reports as of a recent date listing all fees required effective tax and judgment liens with respect to be paid Holdings, the Lead Borrower or any other U.S. Credit Party in the respective amounts heretofore mutually agreed, and all expenses for which invoices have been presented, on or before the Effective DateUnited States; and (i) receipt (i) Each 2022 Increase Loan Lender shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Administrative Agent of all documents USA PATRIOT Act and the Required Banks may reasonably request relating AML Legislation, in each case, 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 extent reasonably requested by such Person in form and substance satisfactory writing at least ten (10) days prior to the Administrative AgentAmendment No. The Administrative Agent shall promptly notify 7 Effective Date and (ii) to the extent the Lead Borrower and qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the Banks of “Beneficial Ownership Regulation”), any 2022 Increase Loan Lender that has requested, in a written notice to the Lead Borrower at least ten (10) days prior to the Amendment No. 7 Effective Date, a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation (a “Beneficial Ownership Certification”) shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such notice 2022 Increase Loan Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be conclusive and binding on all parties heretodeemed to be satisfied).

Effectiveness. This Amended Agreement shall become effective on the date (that each of the "Effective Date") on which the Administrative Agent following conditions shall have received the following documents been satisfied (or other items, each dated the Effective Date unless otherwise indicated:waived in accordance with Section 9.05): (a) receipt by the Administrative Agent of 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 telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party); (b) receipt by the Administrative Agent of a duly executed Promissory Note for the account of each Bank that has requested a Note of a duly executed Note dated on or before the Effective Closing Date complying with the provisions of Section 2.05; (c) receipt by the Administrative Agent of an opinion of Xxxx Xxx List, Esq., the General Counsel of the Borrower, substantially in the form of Exhibit E hereto; (d) receipt by the Agent from each Guarantor under the Original Agreement of (i) a Subsidiary Guarantee in substantially the form of Exhibit H hereto, duly executed by such Guarantor, (ii) an opinion of counsel for such Guarantor, reasonably satisfactory to the Agent, with respect to such Subsidiary Guarantee, substantially in the form of Exhibit I hereto and covering such additional matters relating to such Subsidiary Guarantee as the Required Banks may reasonably request and (iii) all documents the Agent may reasonably request relating to the existence of such Subsidiary Guarantee, the corporate authority for and the validity of such Subsidiary Guarantee, and any other matters reasonably determined by the Agent to be relevant thereto, all in form and substance reasonably satisfactory to the Agent; (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 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 Administrative Agent; (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 G 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 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 (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 Agent may reasonably 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 matters reasonably determined by the Agent to be relevant hereto, all in form and substance reasonably satisfactory to the Administrative Agent; and (g) receipt by the Agent of evidence satisfactory to it of the payment of all principal of and interest on any loans outstanding under, and of all other amounts payable under, the Original Credit Agreement; 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 December 31, 1996. On the Effective Date the Original 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 the rights and obligations of the parties hereto with respect to the period prior to the Effective Date shall continue to be governed by the provisions of the Original Agreement. On the Effective Date, any Bank whose Commitment is changed to zero shall cease to be a Bank party to this Agreement and all accrued fees and other amounts payable under this Agreement for the account of such Bank shall be due and payable on such date; provided that the provisions of Section 9.03 of this Agreement shall continue to inure to the benefit of each such Bank. The Administrative Notes delivered to each Bank under the Original Agreement shall be cancelled and Notes under this Amended Agreement shall be given in substitution therefor. Each Bank shall promptly after the Effective Date deliver to the Borrower for cancellation the Note delivered to such Bank under the Original Agreement. The Agent shall promptly notify the Borrower and the Banks each Bank of the Effective Dateeffectiveness of this Amended Agreement, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. This Agreement shall become effective on the date (that each of the "Effective Date") on which the Administrative Agent following conditions shall have received the following documents been satisfied or other items, each dated the Effective Date unless otherwise indicatedwaived in accordance with Section 9.05 hereof: (a) receipt by the Administrative Agent of 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 telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party)hereto; (b) receipt by the Administrative Agent for the account of each Bank that has Bank, if requested a Note by such Bank, of a duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.052.04; (c) receipt by the Administrative Agent of an opinion of Xxxx Xxx List, Esq., General Counsel of (i) a perfection certificate from the Borrower, Borrower substantially in the form of Exhibit F hereto G attached hereto, (ii) copies of the 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 and the Borrower, (iv) the Control Agreement, (v) the Security Agreement, (vi) the Intercreditor Agreement in form and substance reasonably satisfactory to the Agent, (vii) 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; (d) receipt by the Agent of the legal opinion of Ropes & Xxxx LLP, counsel for the Borrower, addressed to the Agent and the Banks and covering such additional matters relating to the transactions contemplated hereby as the Required Banks 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 opinion certificate to be dated the Effective Date and to be in form and substance satisfactory to the Administrative Agent; (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 G 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 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 (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, Agent of a manually signed certificate of an officer from the Secretary or Assistant Secretary of the Borrower acceptable in form and substance satisfactory to the Administrative Agent stating that 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 consentsamendments thereto, authorizations(ii) the resolutions of the Borrower’s Board of Directors authorizing the transactions contemplated hereby, notices (iii) the Prospectus, (iv) the investment advisory agreement between the Borrower and filings required or advisable the Investment Manager as then in connection with this Agreement are in full force and 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 Administrative Agent shall have received evidence thereof reasonably satisfactory to itdate hereof; (g) evidence satisfactory to a legal existence and good standing certificate for the Administrative Agent that arrangements have been made for payment in full Borrower from the Secretary of all amounts owed under State of the Prior Credit AgreementsState 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 (j) receipt by the Administrative Agent of payment of (i) all reasonable fees and expenses (including reasonable fees and disbursements of special counsel for the Syndication Agent (or their respective assignsAgent) and by each Bank of all fees required to be paid in the respective amounts heretofore mutually agreed, and all expenses then payable hereunder for which invoices have been presented, on or before the Effective Date; and and (iii) receipt by the Administrative Agent of all documents the Required Banks may reasonably request relating fees then due and payable pursuant 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 Administrative AgentSection 2.07(b). 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.

Effectiveness. This Agreement Amendment shall become effective on as of the first date (the "“First Amendment Effective Date"”) on which: (a) the Administrative Agent (or its counsel) shall have received duly executed counterparts hereof that, when taken together, bear the authorized signatures of the Company, each Borrowing Subsidiary, the Administrative Agent, the London Agent, each Person whose name appears on Schedule 2.01 hereto and each Person whose name appears on Schedule 2.06 hereto; (b) the Administrative Agent (or its counsel) shall have received a Reaffirmation Agreement, in form and substance satisfactory to the Administrative Agent, duly executed by each Loan Party, pursuant to which each Loan Party shall consent to the amendments effected by this Amendment and acknowledge that the Guarantee Agreement remains in full force and effect in accordance with its terms and constitutes a guarantee of the Obligations as modified by this Amendment; (c) the Administrative Agent shall have received the following such documents or other items, each dated the Effective Date unless otherwise indicated: (a) receipt by and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of counterparts hereof signed by each Loan Party and authorization of this Amendment and the parties hereto (or, Reaffirmation Agreement referred to 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); clause (b) receipt by the Administrative Agent for the account of each 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 Listabove, 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 all in form and substance reasonably satisfactory to the Administrative Agent; (d) receipt by the Administrative Agent of an shall have received a favorable written opinion of Xxxxx Xxxx & Xxxxxxxx, special counsel for (addressed to the Administrative Agent, substantially the Lenders as of the First Amendment Effective Date and the Issuing Banks and dated the First Amendment Effective Date) of (i) Wachtell, Lipton, Xxxxx & Xxxx, counsel for the Company, (ii) in-house counsel for the Company and (iii) local counsel in each jurisdiction, other than Colorado and Tennessee, in which a Loan Party is organized and the form laws of Exhibit G hereto and covering such additional matters relating which are not covered by the opinion referred to the transactions contemplated hereby as the Required Banks may reasonably requestin clause (i) above, such opinion to be in each case in form and substance reasonably satisfactory to the 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 (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 a certificate, dated the First Amendment Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming the accuracy of the representations and warranties set forth in Section 4 hereof; (f) the Administrative Agent shall have received (i) for the account of each Person whose name appears on Schedule 2.01 hereto and that executes and delivers a copy of this Amendment to itthe Administrative Agent, an amendment fee in an amount equal to the percentage specified in the Summary of Principal Terms and Conditions previously posted to the Lenders (the “Summary”) of the aggregate amount of the Commitments, if any, of such Person as in effect immediately prior to the effectiveness of this Amendment and (ii) for the account of each Person whose name appears on Schedule 2.01 hereto, an upfront fee in an amount equal to the percentage specified in the Summary of the aggregate amount, if any, by which the aggregate amount of the Commitments of such Person as set forth on Schedule 2.01 hereto exceeds the aggregate amount of the Commitments, if any, of such Person as in effect immediately prior to the effectiveness of this Amendment; (g) evidence satisfactory to the Administrative Agent that arrangements shall have been made received all other fees and other amounts due and payable on or prior to the First Amendment Effective Date, including, any amounts payable to it for the account of any Lender pursuant to the penultimate sentence of Section 9.02(b) of the Credit Agreement and, to the extent invoiced, reimbursement or payment in full of all amounts owed reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Company under the Prior Credit AgreementsAgreement; (h) receipt by the Administrative Agent shall have received, for the account of each Lender and each Issuing Bank party to the Syndication Agent (or their respective assigns) Credit Agreement immediately prior to the effectiveness of this Amendment, all interest and by each Bank fees accrued but unpaid under the Credit Agreement in respect of all fees required periods prior to be paid in the respective amounts heretofore mutually agreed, and all expenses for which invoices have been presented, on or before the First Amendment Effective Date; and (i) receipt each Lender shall have received all documentation and other information required to be obtained by such Lender under applicable “know your customer” and anti-money laundering rules and regulations, including 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 satisfactory to the Administrative AgentUSA Patriot Act. The Administrative Agent shall promptly notify the Borrower Company, the Lenders and the Issuing Banks of the First Amendment Effective Date, and such notice shall be conclusive and binding on all parties heretobinding.

Effectiveness. This Agreement shall become effective on the date (that each of the "Effective Date") on which the Administrative Agent following conditions shall have received the following documents been satisfied (or other items, each dated the Effective Date unless otherwise indicated:waived in accordance with Section 9.05 hereof): (a) receipt by the Administrative Agent of 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 telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party)hereto; (b) receipt by the Administrative Agent for the account of each Bank that has Bank, if requested a Note by such Bank, of a duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.052.04 hereof; (c) receipt by the Administrative Agent of an copies of the results of current lien searches (or the equivalent in the applicable jurisdictions), such results to be in form and substance reasonably satisfactory to the Agent; (d) receipt by the Agent and the Banks of the legal opinion of Xxxx Xxx ListRopes & Gray LLP, Esq.external counsel for the Borrowers, 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 Agent and the Banks may reasonably request, such opinion to be in form and substance satisfactory to the Administrative Agent; (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 G 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 Administrative Agent; (e) receipt by the Administrative Agent Agent, with respect to each Borrower, of a certificate manually signed by an officer of such Borrower which is reasonably satisfactory to the Chief Financial Officer or the Chief Executive Officer and an Assistant Secretary-Treasurer or the Controller of the Borrower Agent to the effect that the conditions 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) through (g), inclusive, of Section 3.03 have been satisfied as of 3.02 hereof, in each case with respect to such Borrower, such certificate to be dated the Effective Date and, and to be in form and substance reasonably satisfactory to the case of clauses (c), (e) and (g), setting forth in reasonable detail the calculations required to establish such complianceAgent; (f) receipt by the Administrative Agent, with a copy for respect to each BankBorrower, of a manually signed certificate from the Clerk, Secretary or Assistant Secretary of an officer of the such Borrower acceptable to the Administrative Agent stating that all consents, authorizations, notices in form 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 substance reasonably satisfactory to itthe 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) evidence satisfactory to receipt by the Administrative Agent that arrangements have been made of a legal existence and good standing certificate for payment in full each Company from the jurisdiction of all amounts owed under the Prior Credit Agreementsits formation, dated as of a recent date; (h) receipt by the Administrative Agent and Agent, with respect to each Borrower, of a copy of the Syndication Agent (trust declaration of the Related Company of such Borrower, with all amendments, restatements, supplements or their respective assigns) and other modifications thereto, certified by each Bank the Secretary of all fees required to be paid in State of the respective amounts heretofore mutually agreed, and all expenses for which invoices have been presented, on or before the Effective Date; andState 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 Administrative Agent of all documents the Required Banks (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 the each Borrower, the corporate 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 Administrative 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 case may be; and (l) receipt by the Agent of payment of all (i) reasonable out-of-pocket expenses (including reasonable fees and disbursements of special counsel for the Agent) then payable hereunder, and (ii) fees then payable hereunder or under a separate fee letter; 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 the date hereof. The Administrative Agent shall promptly notify the Borrower Borrowers and the Banks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. This Agreement shall become effective on the date (that each of the "Effective Date") on which the Administrative Agent following conditions shall have received the following documents been satisfied (or other items, each dated the Effective Date unless otherwise indicated:waived in accordance with Section 9.05): (a) receipt by the Administrative Agent of 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 telegraphic, telex or other written confirmation from such party of the execution and delivery of a counterpart hereof by such party); (b) receipt by the Administrative Agent for the account of each Bank that has requested a Note of a duly executed Note of each Borrower for each Facility dated on or before the Effective Date complying with the provisions of Section 2.05; (c) the fact that all amounts payable by the Borrowers on or before the Effective Date (including the fees then payable, if any, pursuant to Section 2.08) shall have been paid in full; (d) receipt by the Administrative Agent of a copy of the Support Agreement, certified by JHLIC to be a true and complete copy thereof and to then be in full force and effect; (e) receipt by the Agent of an opinion of Xxxx Xxx ListX. Xxxxxxxx, Esq., General Second Vice President and Counsel of the BorrowerJHLIC, substantially in the form of Exhibit F D 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 Administrative Agent; (df) receipt by the Administrative Agent of an opinion of Xxxxx Xxxx Goulston & XxxxxxxxStorrs, P.C., special counsel for the Administrative Agent, substantially in the form of Exhibit G E 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 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 (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 it may reasonably request relating to the existence of the each 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 Administrative Agent; and (h) receipt by the Agent of satisfactory evidence of termination of both the existing $500,000,000 revolving credit agented by BankBoston, N.A. and the existing $500,000,000 revolving credit agented by Xxxxxx Guaranty Trust Company of New York; 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 August 3, 2000. The Administrative Agent shall promptly notify the Borrower Borrowers and the Banks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. This Agreement Amendment shall become effective on the date (the "“Amendment Effective Date"”) on which each of the following conditions is satisfied: (a) the Administrative Agent shall have received the following documents or other items, each dated the Effective Date unless otherwise indicated: (a) receipt counterparts of this Amendment executed by the Administrative Agent of counterparts hereof signed by each Agent, 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 parties hereto (or, in the case provisions 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 partySection 3 and 4 hereof);. (b) receipt by the Administrative Agent for shall have received: (A) reasonably satisfactory evidence that, upon the account consummation of each Bank that the Catarina Acquisition, the Borrower has requested (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 Note 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 Catarina Gathering Agreement, the memorandum included as Exhibit E to the Catarina PSA; and (C) duly executed Note dated on releases and/or terminations of any financing statements or before the Effective Date complying with the provisions of Section 2.05;mortgages specifically referencing and burdening such Midstream Properties. (c) receipt 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 calculating the RBL Component and (ii) 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 joinder from Catarina Midstream to the Pledge and Security Agreement, (iii) a supplement from the Borrower to the Pledge and Security Agreement (with respect to its Equity Interests in Catarina Midstream) and (iv) a 716937622 14464587 Mortgage executed by Catarina Midstream with respect to the Midstream Properties acquired in the Catarina Acquisition (together with this Amendment, collectively, the “Amendment Documents”). In connection with the execution and delivery of the Amendment 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 Catarina Acquisition and (ii) if the Borrower’s Equity Interests in Catarina Midstream are certificated, the Collateral Agent shall have received original stock or membership interest certificates evidencing all of an opinion the issued and outstanding Equity Interests of Xxxx Xxx ListCatarina Midstream, Esqtogether 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 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 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 Counsel 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, substantially its General Partner and each Guarantor, in each case, certified as being true and complete. The Administrative Agent and the form of Exhibit F hereto and covering Lenders may conclusively rely on such additional matters relating certificate until the Administrative Agent receives notice in writing from the Borrower to the transactions contemplated hereby as contrary. (f) the Required Banks may reasonably requestAdministrative Agent shall have received certificates of the appropriate state agencies with respect to the existence, such qualification and 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 be the Borrower and special Texas local counsel to the Borrower, each in form and substance reasonably satisfactory to the Administrative Agent; (d) receipt by , as to such matters incident to the Amendment Documents as the Administrative Agent of an opinion of Xxxxx Xxxx & Xxxxxxxx, special counsel for the Administrative Agent, substantially in the form of Exhibit G 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 Administrative Agent;. (eh) 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 (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;it that the Borrower has received minimum gross equity proceeds of an equity offering in connection with the Catarina Acquisition of at least $250,000,000. (gi) evidence the Administrative Agent shall have received a consent and acknowledgment agreement from Xxxxxxx Energy Corporation, as producer, in favor of the Administrative Agent with respect to the Catarina Gathering 716937622 14464587 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 Administrative Agent with respect thereto and such other matters as may reasonably be required by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent. (j) 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 arrangements have been made for payment in full the Swap Transactions of the Borrower and each of its Subsidiaries set forth on Schedule 7.22 to the Credit Agreement shall be a true and complete list of all amounts owed under Swap Agreements and Swap Transactions of the Prior Borrower and each of its Subsidiaries as of the Amendment Effective Date (which Schedule 7.22 to the Credit Agreements;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). (hl) receipt by the Borrower and each Guarantor shall have confirmed and acknowledged to the Administrative Agent and the Syndication Agent (or their respective assigns) Lenders, and by its execution and delivery of this Agreement the Borrower and each Bank of all fees required Guarantor do hereby confirm and acknowledge to be paid in the respective amounts heretofore mutually agreedAdministrative Agent and the Lenders, and all expenses for which invoices have been presented, on or before the Effective Date; and that (i) receipt the execution, delivery and performance of this Amendment and each other Amendment Document has been duly 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 enforceability may be limited 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 all documents this Amendment (including the Required Banks may reasonably request relating reasonable fees, disbursements and other charges of Xxxxx Xxxxx LLP), in each case, to the existence extent provided in Section 12.03 of the BorrowerCredit Agreement. 716937622 14464587 For purposes of determining compliance with the conditions specified in Section 9, the corporate authority for and the validity of this Agreement and the Noteseach Lender shall be deemed to have consented to, and any approved or accepted or be satisfied with, each document or other matters relevant hereto, all in form and substance matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent. The Administrative Agent shall promptly notify have received written notice from such Lender prior to the Borrower and the Banks of the Amendment Effective Date, and such notice shall be conclusive and binding on all parties heretoDate specifying its objection thereto.

Effectiveness. This Agreement shall become effective on the date (that each of the "Effective Date") on which the Administrative Agent following conditions shall have received the following documents been satisfied (or other items, each dated the Effective Date unless otherwise indicated:waived in accordance with Section 9.5): (a) receipt by the Administrative Agent of 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 telegraphic, telex telecopy 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 Bank that has requested requesting a Note of a duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.052.5; (c) receipt by the Administrative Agent of a certificate of the chief financial officer, the treasurer or an assistant treasurer of each of IR Parent and the Borrower stating that the representations and warranties of each of IR Parent and the 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) an opinion of Xxxx Xxx ListXxxxxx Xxxx, Esq., Senior Vice President and General Counsel of the Borrower, or Xxxxx Xxxxx, Deputy General Counsel – M&A, Finance and Restructuring of the Borrower, substantially in the form of Exhibit E hereto, (ii) an opinion of Xxxxxxx, Bermuda counsel to 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 Administrative Agent; (diii) receipt by the Administrative Agent of an opinion of Xxxxx Xxxx & XxxxxxxxXxxxxx Xxx, special Irish counsel for the Administrative Agentto IR Parent, substantially in the form of Exhibit G 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 Administrative AgentI hereto; (e) receipt by the Administrative Agent of a certificate signed by of the Chief Financial Officer secretary or the Chief Executive Officer and an Assistant Secretary-Treasurer or the Controller assistant secretary of the Borrower to the effect that the conditions set forth in clauses (c) through (g)and each Guarantor, inclusive, of Section 3.03 have been satisfied dated as of the Effective Date andDate, 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 Governmental Authority, (ii) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors of the Borrower or such Guarantor authorizing (A) the execution, delivery and performance of any Loan Documents to which the Borrower or such Guarantor is a party and (B) in the case of clauses (c)the Borrower, the Borrowings hereunder, 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 incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of the Borrower or such Guarantor (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 (g), setting forth iv) that there have been no changes in reasonable detail the calculations required 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 establish such complianceclause (i) above; (f) receipt by the Administrative Agent, with a copy for each Bank, Agent of a certificate of an officer of the Borrower acceptable all fees and expenses payable 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 any Bank on or prior to the Administrative Agent that arrangements have been made for Effective Date hereunder and under the Fee Letters, including reimbursement or payment in full of all amounts owed under reasonable out-of-pocket expenses (including the Prior Credit Agreements; (hexpenses of counsel) receipt by the Administrative Agent and the Syndication Agent (or their respective assigns) and by each Bank of all fees required to be reimbursed or paid by the Borrower hereunder, in each case to the respective amounts heretofore mutually agreed, and all expenses for which invoices have been presented, on or before extent invoiced at least two Domestic Business Days prior to the Effective Date; and (ig) receipt by termination of commitments under, and repayment of any amounts outstanding under, the Administrative Agent of 2010 3-Year Existing Credit Agreement; provided that this Agreement shall not become effective or be binding on any party hereto unless all documents the Required Banks may reasonably request relating to the existence of the Borrowerforegoing conditions are satisfied not later than April 15, 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 Administrative Agent2012. 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.

Effectiveness. This Agreement shall become effective on the first date (that all of the "Effective Date") on which the Administrative Agent following conditions shall have received the following documents been satisfied (or other items, each dated the Effective Date unless otherwise indicated:waived in accordance with Section 10.05): (a) receipt by the Administrative Agent of counterparts hereof signed by each of the parties hereto (or, in Persons listed on 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)signature pages hereto; (b) receipt by the Administrative Agent for of an opinion of counsel of the account Company reasonably satisfactory to the Administrative Agent, substantially in the form of each Bank that has requested a Note of a duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.05Exhibit B hereto; (c) receipt by the Administrative Agent of an opinion of Xxxx Xxx ListXxxxxx, Esq.Xxxxx & Xxxxxxx LLP, General Counsel special New York counsel to Bank of the BorrowerAmerica, 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 Administrative AgentC hereto; (d) receipt by the Administrative Agent of an opinion a certificate, dated the Effective Date and signed by a senior financial officer of Xxxxx Xxxx & Xxxxxxxxthe Company, special counsel for the Administrative Agent, substantially in the form certifying as to clauses (b) and (c) of Exhibit G 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 Administrative AgentSection 3.01; (e) receipt by the Administrative Agent of (i) copies of the articles of organization and by-laws (or entity equivalents) for each Account Party, (ii) except with respect to Lincoln National Reinsurance Company (Barbados) Limited, a certificate signed of good standing or status (or equivalent) certified by the Chief Financial secretary of state of such Account Party’s jurisdiction of organization or formation, (iii) a certificate of incumbency for each Responsible 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 (c) through (g), inclusive, of Section 3.03 have been satisfied each Account Party who has executed a Credit Document as of the Effective Date andDate, and (iv) a copy of the resolutions of the Board of Directors of each Account Party, in form and substance satisfactory to the case Administrative Agent, authorizing the execution, delivery and performance of clauses (c), (e) this Agreement and (g), setting forth in reasonable detail the calculations required to establish such complianceother Credit Documents; (f) receipt by the Administrative Agent, with a copy for each Bank, Agent of a certificate of an officer of the Borrower acceptable (i) at least three business days prior to the Administrative Agent stating that Effective Date all consentsdocumentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, authorizationsincluding the PATRIOT Act, notices to the extent requested at least seven days prior to the Effective Date and filings (ii) at least three business days prior to the Effective Date, to the extent any Account Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a certification regarding beneficial ownership required or advisable in connection with this Agreement are in full force and effect, and by the Administrative Agent shall have received evidence thereof reasonably satisfactory to it;Beneficial Ownership Certification; and (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 of evidence as of the Syndication Agent Effective Date as to (or their respective assignsi) and by each Bank payment of all fees required to be paid in the respective amounts heretofore mutually agreedpaid, and all expenses required to be paid or reimbursed for which invoices have been presentedpresented (including, without limitation, fees and disbursements of counsel to Bank of America) in connection with this Agreement, on or before the Effective Date; and (iii) receipt payment by the Administrative Agent Company and Subsidiary Account Parties of all documents unpaid principal of and interest on any outstanding loan and all unpaid fees, expenses and other amounts accrued or owing as of the Required Banks may reasonably request relating 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 Syndicated Letter of Credit and surrender thereof to the existence administrative agent under the Existing Credit Agreement (or 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 Borrower, the corporate authority for and the validity of Effective Date; 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 3:00 p.m. (New York City time) September 15, 2019 or such later date as may be agreed in writing by the Company and all of the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative AgentBanks. The Administrative Agent shall promptly notify the Borrower Company and the Banks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto. For purposes of determining compliance with the conditions specified in this Section 3.02, each Bank that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document (to the extent delivered to such Bank) or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Bank unless the Administrative Agent shall have received notice from such Bank prior to the Effective Date specifying its objection thereto.

Effectiveness. This Agreement shall become effective effective, and the commitments under each of the Existing Credit Facilities shall be automatically terminated, on the date (that each of the "Effective Date") on which the Administrative Agent following conditions shall have received the following documents or other items, each dated the Effective Date unless otherwise indicatedbeen satisfied: (a) receipt Receipt by the Administrative Agent of counterparts hereof signed by 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 parties hereto applicable Borrower, each dated the Closing Date (or, in the case of any party as to which an executed counterpart shall not have been receivedcertificates of governmental officials, 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 Bank that has requested a Note of a duly executed Note dated on or recent date before the Effective Date complying with the provisions of Section 2.05; (cClosing Date) 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 each in form and substance satisfactory to the Administrative Agent;Agent and its legal counsel: (di) receipt by the Administrative Agent executed counterparts of an opinion of Xxxxx Xxxx & Xxxxxxxxthis Agreement, special counsel sufficient in number for the Administrative Agent, substantially in the form of Exhibit G 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 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 (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 distribution to the Administrative Agent stating that all consentsand each Borrower; (ii) a Note executed by each Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, authorizationsincumbency certificates and/or other certificates of Responsible Officers of each Borrower as the Administrative Agent may require evidencing the identity, notices authority and filings required or advisable capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement are and the other Loan Documents; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Borrower is duly organized or formed, and that such Borrower is validly existing, in full force good standing and effectqualified to engage in business, in its jurisdiction of organization; (v) a favorable opinion of Rxxx Xxxxx LLP, counsel to TMCC, addressed to the Administrative Agent and each Lender, as to the matters and in the form set forth in Exhibit H; (vi) a favorable opinion of Pxxxxxxxxxx Xxxxxx & Axxxxxx LLP, counsel to TCPR, addressed to the Administrative Agent and each Lender, as to the matters and in the form set forth in Exhibit I-1; (vii) a favorable opinion of Stikeman Elliott LLP, counsel to TCCI, addressed to the Administrative Agent and each Lender, as to the matters and in the form set forth in Exhibit I-2; (viii) favorable opinions of Freshfields Bruckhaus Dxxxxxxx LLP, counsel to TMFNL, TFSUK, TKG and TLG, addressed to the Administrative Agent and each Lender, as to 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 evidence thereof reasonably satisfactory to it;for the account of each Lender a certificate of a Responsible Officer of each Borrower, stating that: (gA) evidence satisfactory to the representations and warranties contained in Article V hereof are correct on and as of the Closing Date; and (B) no event has occurred and is continuing that constitutes a Default; and (x) such other assurances, certificates, documents or consents as the Administrative Agent that arrangements have been made for payment in full of all amounts owed under Agent, the Prior Credit Agreements;Swing Line Lenders or the applicable Required Lenders reasonably may require. (hb) receipt by the Administrative Agent and the Syndication Agent (or their respective assigns) and by each Bank of all Any fees required to be paid in pursuant to the respective amounts heretofore mutually agreed, and all expenses for which invoices have been presented, Fee Letters on or before the Effective Date; andClosing Date shall have been paid. (ic) receipt 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 matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent of all documents the Required Banks may reasonably request relating shall have received notice from such Lender prior 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 Administrative Agent. 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 heretoproposed Closing Date specifying its objection thereto.

Effectiveness. This Agreement Each of (i) this Amendment and (ii) the obligations of each Tranche A-1 Term Lender to make a Tranche A-1 Term Loan hereunder shall become effective on as of the first date (such date being referred to as the "“Tranche A-1 Incremental Effective Date"”) on which that each of the Administrative Agent following conditions shall have received been satisfied or waived in accordance with the following documents or other items, each dated terms of the Effective Date unless otherwise indicatedCredit Agreement: (a) The Administrative Agent’s receipt by of the Administrative Agent of counterparts hereof signed by 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 parties hereto signing Loan Party, each dated as of the Tranche A-1 Incremental Effective Date (or, in the case of any party as to which an executed counterpart shall not have been receivedcertificates of governmental officials, 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 Bank that has requested a Note of a duly executed Note dated on or recent date before the Tranche A-1 Incremental Effective Date complying with the provisions of Section 2.05; (cDate) 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 each in form and substance satisfactory to the Administrative Agent;Agent and each of the Lenders: (di) receipt by the Administrative Agent executed counterparts of an opinion of Xxxxx Xxxx & Xxxxxxxxthis Amendment, special counsel sufficient in number for distribution to the Administrative Agent, substantially each Tranche A-1 Term Lender, the Required Lenders and the Borrower; (ii) a Note executed by the Borrower in favor of each Tranche A-1 Term Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the form Administrative Agent may require evidencing the identity, authority and capacity of Exhibit G hereto each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment, the Credit Agreement and covering the other Loan Documents to which such additional matters relating Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the transactions contemplated hereby extent that failure to do so would not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of each of Winston & Xxxxxx LLP, counsel to the Loan Parties, Xxxxx & Lardner LLP, Wisconsin counsel to the Loan Parties, and Xxxxxxxxxx & Xxxxx, P.A., Minnesota counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Required Banks Lenders may reasonably request; (vi) an officer’s certificate prepared by the chief financial officer of the Borrower attesting to the financial condition and Solvency of the Borrower and the Borrower and its Subsidiaries, such opinion taken as a whole, respectively, after giving effect to the Tranche A-1 Term Loans to be made on the Tranche A-1 Incremental Effective Date, the Merger and the other transactions contemplated hereby, in form and substance reasonably satisfactory to the Administrative Agent; (evii) receipt by such other assurances, certificates, documents, consents or opinions as 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 (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;any Lender reasonably may require. (fb) 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 Any 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, payable on or before the Tranche A-1 Incremental Effective Date; and (i) receipt by Date shall have been paid or be simultaneously paid with the Administrative Agent of all documents the Required Banks may reasonably request relating to the existence proceeds 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 Administrative Agent. 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.Tranche A-1