Common use of Condition Precedent Clause in Contracts

Condition Precedent. The amendments and supplements to the Credit Agreement contained in herein shall be effective upon, and shall be subject to, the following conditions precedent: (a) the Borrower shall have paid to the Agent, for each Lender, all fees agree to in writing by the Borrower including the fees required to be paid pursuant to Sections 3.1 and 3.2 hereof; (b) the Borrower shall have delivered to the Agent a current certificate of compliance in respect of its jurisdiction of incorporation, certified copies of its constating documents, by-laws (or a certification there have been no changes to such documents since December 11, 2009) and the resolutions authorizing this Agreement and the transactions hereunder and an Officer’s Certificate as to the incumbency of the officers thereof signing this agreement; (c) the Agent and the Lenders shall have received legal opinions from counsel to the Borrower respecting this Agreement and the transactions contemplated hereby in form and substance as may be required by the Agent, acting reasonably; (d) no Default or Event of Default shall have occurred and be continuing and the representations and warranties contained in Section 8.1 of the Credit Agreement shall be true and correct in all material respects and the Borrower shall have delivered to the Agent an Officer’s Certificate confirming the same; (e) no consents, approvals or authorizations are required for the increase in the Credit Facility (except for those that have been unconditionally obtained and are in full force and effect, unamended) and the Borrower shall have delivered to the Agent an Officer’s Certificate confirming the same; and (f) (i) all obligations outstanding under the term credit agreement made as of September 25, 2001 between the Borrower, the persons party thereto as lenders and the Agent, as agent of such lenders (as amended and supplemented to the date hereof, the “Existing Term Credit Agreement”) shall have been paid or repaid, (ii) the Existing Term Credit Agreement shall be cancelled or matured and all guarantees and security entered into in connection therewith (if any) shall have been fully released and discharged and (iii) evidence of the foregoing satisfactory to the Agent, acting reasonably, shall have been received by the Agent. The foregoing conditions precedent are inserted for the sole benefit of the Lenders and the Agent and may be waived in writing by the Lenders, in whole or in part (with or without terms and conditions).

Condition Precedent. The amendments assignment and supplements to transmission of the Credit Beneficiary Rights and Obligations provided on clause First of this Agreement contained in herein shall be effective upon, and on the date that the following condition precedents are fully fulfilled (the “Closing”) on the understating that such condition precedents shall be subject tofulfilled no later than September 30, 2015, on the following conditions precedentunderstanding that if by such date any condition precedent was still pending to be fulfilled, this Agreement shall be consider as if it was never executed: (a) the Borrower shall have paid to the Agent, for each Lender, all fees agree to in writing by the Borrower including the fees required to be paid pursuant to Sections 3.1 and 3.2 hereof; (b) the Borrower shall have delivered to the Agent a current certificate of compliance in respect of its jurisdiction of incorporation, certified copies of its constating documents, by-laws (or a certification there have been no changes to such documents since December 11, 2009) and the resolutions authorizing this Agreement and the transactions hereunder and an Officer’s Certificate as to the incumbency of the officers thereof signing this agreement; (c) the Agent and the Lenders The Beneficiaries shall have received legal opinions from counsel to in the Borrower respecting totality and under the terms agreed on this Agreement (i) the Purchase Price, and (ii) the transactions contemplated hereby in form and substance as may be required by the Agent, acting reasonably;Land Trust Cost. (db) no Default or Event of Default The Concurso Process End Date shall have occurred and be continuing and the occurred c) The representations and warranties contained in Section 8.1 of the Credit Beneficiaries under this Agreement shall be true and correct in all material respects on and as of the Borrower Closing Date, as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if LandCo receives from the Beneficiaries a written notice executed by their corresponding representatives, substantially in the form of Exhibit “M” of this Agreement; d) Each of the Beneficiaries shall have delivered to LandCo the Agent an Officer’s Certificate confirming 100% of the sameownership of the Beneficiary Rights and Obligations, free of any Encumbrances, provided that this condition shall be deemed as fulfilled whenever LandCo receives the notice and certifications agreed on clause 2.2 of this Agreement; (e) no consents, approvals or authorizations are required for Each of the increase in the Credit Facility (except for those that have been unconditionally obtained and are in full force and effect, unamended) and the Borrower Beneficiaries shall have delivered to LandCo, substantially in the Agent an Officer’s Certificate confirming form of the same; anddocument attached hereto as Exhibit “M”, a certification dated on the Closing Date and executed by its authorized legal representatives, for the effects of clauses 6(c) and 6(d) of this Agreement, certifying that, up to their best knowledge, there is no effective or any applicable law or any order by a court of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or the LandCo Sale Agreement; (f) (i) all obligations outstanding The representations and warranties of LandCo under the term credit agreement made as of September 25, 2001 between the Borrower, the persons party thereto as lenders and the Agent, as agent of such lenders (as amended and supplemented to the date hereof, the “Existing Term Credit Agreement”) shall have been paid or repaid, (ii) the Existing Term Credit this Agreement shall be cancelled or matured true and correct in all guarantees material respects on and security entered into in connection therewith (if any) shall have been fully released and discharged and (iii) evidence as of the foregoing satisfactory to Closing Date, as though made on and as of such date, on the Agentunderstanding that this condition shall be deemed as fulfilled if the Beneficiaries receive from LandCo a written notice executed by its representative, acting reasonably, shall have been received by substantially in the Agent. The foregoing conditions precedent are inserted for the sole benefit form of the Lenders and the Agent and may be waived in writing by the Lenders, in whole or in part (with or without terms and conditions).Exhibit “N” of this Agreement;

Condition Precedent. The amendments and supplements to the Credit Agreement contained in herein Delivery Term shall be effective upon, and shall be subject to, not commence until Seller completes each of the following conditions precedentconditions: (a) Seller has delivered to Buyer (i) a completion certificate from a Licensed Professional Engineer substantially in the Borrower shall have paid to form of Exhibit H and (ii) a certificate from a Licensed Professional Engineer substantially in the Agent, for each Lender, all fees agree to in writing by form of Exhibit I setting forth the Borrower including Installed Capacity on the fees required to be paid pursuant to Sections 3.1 and 3.2 hereofCommercial Operation Date; (b) the Borrower A Pseudo-tie Participating Generator Agreement between Seller and CAISO shall have been executed and delivered to and be in full force and effect and Seller shall have provided Buyer a CAISO Resource ID and a PMAX, if applicable, for the Agent a current certificate of compliance in respect of its jurisdiction of incorporation, certified copies of its constating documents, by-laws (or a certification there have been no changes to such documents since December 11, 2009) and the resolutions authorizing this Agreement and the transactions hereunder and an Officer’s Certificate as to the incumbency of the officers thereof signing this agreementFacility; (c) the Agent If applicable, a Meter Service Agreement between Seller and the Lenders CAISO shall have received legal opinions from counsel to the Borrower respecting this Agreement been executed and the transactions contemplated hereby in form and substance as may be required by the Agent, acting reasonably; (d) no Default or Event of Default shall have occurred delivered and be continuing and the representations and warranties contained in Section 8.1 of the Credit Agreement shall be true and correct in all material respects and the Borrower shall have delivered to the Agent an Officer’s Certificate confirming the same; (e) no consents, approvals or authorizations are required for the increase in the Credit Facility (except for those that have been unconditionally obtained and are in full force and effect, unamendedand a copy of such agreement delivered to Buyer; (d) An Interconnection Agreement between Seller and the Borrower Transmission Provider shall have been executed and delivered and be in full force and effect and a copy of the Interconnection Agreement delivered to Buyer; (e) All applicable regulatory authorizations, approvals and permits for commercial operation of the Agent Facility have been obtained and shall be in full force and effect, and all conditions thereof that are capable of being satisfied on the Commercial Operation Date have been satisfied, and Seller has delivered to Buyer an Officer’s Certificate confirming attestation certificate from an officer of Seller certifying to the samesatisfaction of this condition; (f) Seller has obtained Firm Transmission rights sufficient to deliver 13 MW to the Delivery Point and has provided documentation of the same to Buyer; (g) Seller has received CEC Precertification of the Facility (and reasonably expects to receive final CEC Certification and Verification for the Facility in no more than one hundred eighty (180) days from the Commercial Operation Date); (h) Seller (with the reasonable participation of Buyer) shall have completed all applicable WREGIS registration requirements (that are reasonably capable of being completed prior to the Commercial Operation Date under WREGIS rules and reasonably expects to complete all other applicable requirement thereafter), including the completion and submittal of all applicable registration forms and supporting documentation, which may include applicable interconnection agreements, informational surveys related to the Facility, QRE service agreements, and other appropriate documentation required to effect Facility registration with WREGIS and to enable Renewable Energy Credit transfers related to the Facility within the WREGIS system; (i) The Facility has successfully completed all testing required by Prudent Operating Practice or any requirement of Law to operate the Facility; (j) Insurance requirements for the Facility have been met, with evidence provided in writing to Buyer, in accordance with Section 17.1; (k) Seller has delivered the Performance Security to Buyer in accordance with Section 8.9; and (fl) (i) Seller has paid Buyer for all obligations outstanding amounts owing under the term credit agreement made as of September 25this Agreement, 2001 between the Borrower, the persons party thereto as lenders and the Agent, as agent of such lenders (as amended and supplemented to the date hereof, the “Existing Term Credit Agreement”) shall have been paid or repaid, (ii) the Existing Term Credit Agreement shall be cancelled or matured and all guarantees and security entered into in connection therewith (if any) shall have been fully released , including Daily Delay Damages, and discharged and (iii) evidence of the foregoing satisfactory to the Agent, acting reasonably, shall have been received by the Agent. The foregoing conditions precedent are inserted for the sole benefit of the Lenders and the Agent and may be waived in writing by the Lenders, in whole or in part (with or without terms and conditions)Commercial Operation Delay Damages.

Condition Precedent. 8.1 The amendments and supplements obligation of the Purchaser to carry out the Credit Agreement contained in herein shall be effective upon, and shall be subject to, the following conditions precedent: (a) the Borrower shall have paid to the Agent, for each Lender, all fees agree to in writing by the Borrower including the fees required to be paid pursuant to Sections 3.1 and 3.2 hereof; (b) the Borrower shall have delivered to the Agent a current certificate terms of compliance in respect of its jurisdiction of incorporation, certified copies of its constating documents, by-laws (or a certification there have been no changes to such documents since December 11, 2009) and the resolutions authorizing this Agreement and to complete the transactions hereunder purchase of the Corporation Shares and an Officer’s Certificate as Corporation Warrants is subject to the incumbency fulfilment, on or before the Closing Date, of each of the officers thereof signing this agreement;following conditions: (c) the Agent 8.1.1 The warranties and the Lenders shall have received legal opinions from counsel to the Borrower respecting this Agreement and the transactions contemplated hereby in form and substance as may be required by the Agent, acting reasonably; (d) no Default or Event of Default shall have occurred and be continuing and the representations and warranties contained in Section 8.1 of the Credit Principals as set forth in section 2 of this Agreement shall be true and correct in all every material respects particular on the Closing Date as if such warranties and representations had been made by the Borrower shall have delivered Principals on the Closing Date. 8.1.2 All the covenants to be performed by any of the Principals hereunder on or prior to the Agent an Officer’s Certificate confirming the same; (e) no consents, approvals or authorizations are required for the increase in the Credit Facility (except for those that have been unconditionally obtained and are in full force and effect, unamended) and the Borrower shall have delivered to the Agent an Officer’s Certificate confirming the same; and (f) (i) all obligations outstanding under the term credit agreement made as of September 25, 2001 between the Borrower, the persons party thereto as lenders and the Agent, as agent of such lenders (as amended and supplemented to the date hereof, the “Existing Term Credit Agreement”) Closing Date shall have been paid or repaid, (ii) timely performed. 8.1.3 The Purchaser shall have received the Existing Term Credit Agreement documents specified in subsections 8.5 and 8.6. 8.1.4 The Corporation shall be cancelled in good standing under Applicable Laws. 8.1.5 There shall not have occurred, prior to the Closing Date, nor shall there be reasonably likely to occur after the Closing Date, any material adverse change in the position (financial, business or matured otherwise) or condition of the Corporation. 8.1.6 The Purchaser shall have completed, or shall concurrently with or immediately following Closing complete, a private placement financing to raise gross proceeds of up to $1,200,000. 8.1.7 The Purchaser shall have completed its investigation of the Corporation, the Vendors, the Properties and all guarantees the Assets and security entered into conducted such other procedures in connection therewith (if any) with the purchase and sale hereunder as the Purchaser in its sole and absolute discretion deems necessary or advisable until September 10, 2009 and shall have been fully released and discharged and (iii) evidence of the foregoing obtained a result satisfactory to the AgentPurchaser, acting reasonably, in connection with such investigations, provided that if the Purchaser does not give notice to the Vendors on or before September 10, 2009 that this condition has been satisfied or waived, then this condition will be deemed to have been satisfied. 8.1.8 The Purchaser shall have gathered all the documentation required by the TSXV in its July 24, 2009 conditional acceptance letter relating to this Agreement and the Non- Principals Agreements, and the transactions contemplated hereby. 8.1.9 The Purchaser shall have received technical reports prepared by an independent Qualified Person in compliance with National Instrument 43-101 on all of the material Properties (the “Technical Reports”) and such Technical Reports shall have been received filed with and accepted by the Agent. TSXV. 8.1.10 The foregoing Non-Principals and the Principals shall have entered into the Non-Principal Agreements and the Agreement, as applicable, with the Purchaser agreeing to sell the Corporation Shares representing at least 90% of the issued and outstanding Corporation Shares. 8.1.11 All Encumbrances affecting the Assets or Properties requested to be discharged by the Purchaser will have been discharged. 8.2 The conditions precedent set forth in subsection 8.1 are inserted for the sole exclusive benefit of the Lenders and the Agent Purchaser and may be waived by the Purchaser in writing by the Lenders, in whole or in part (with at any time on or before the Closing, but save as so waived, the completion of the sale referred to in section 6 by the Purchaser will not prejudice or affect in any way the rights of the Purchaser in respect of the warranties and representations of the Principals set forth in section 2 of this Agreement. 8.3 The obligations of the Principals to carry out the terms of this Agreement and complete the sale of the Purchased Shares and Purchased Warrants to the Purchaser are subject to the fulfilment of each of the following conditions on or before the Closing Date: 8.3.1 Subject to subsection 2.3.3, the warranties and representations of the Purchaser set forth in section 2.2 of this Agreement shall be true in every material particular on the Closing Date as if such warranties and representations had been made by the Purchaser on the Closing Date. 8.3.2 All the covenants to be performed by the Purchaser hereunder on or prior to the Closing Date shall have been timely performed. 8.3.3 The Principals’ Representative shall have received the documents specified in subsection 8.6. 8.3.4 The nomination of ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to the board of directors of the Purchaser. 8.4 The conditions set forth in subsection 8.3 of this Agreement are for the exclusive benefit of the Principals and may be waived by the Principals in writing in whole or in part at any time on or before the Closing but save as so waived, the completion of the sale referred to in section 6 by the Principals will not prejudice or affect in any way the rights of the Principals in respect of the warranties and representations of the Purchaser set forth in subsection 2.3 of this Agreement. 8.5 On Closing, the Principals shall deliver or cause to be delivered to the Purchaser, or as directed by the Purchaser, the following documents: 8.5.1 The existing certificates representing the Corporation’s Shares owned by the Principals, or in the case such certificates have been lost, stolen or mutilated, any other required document in form satisfactory to the Purchaser evidencing the ownership of such Corporation’s Shares. 8.6 On Closing, the Corporation will deliver or cause to be delivered to the Purchaser, or as directed by the Purchaser the following documents. 8.6.1 Share certificates of the Corporation representing the Corporation Shares purchased by the Purchaser under this Agreement and the Non-Principal Agreements. 8.6.2 A certificate of the Principals Representative confirming, for and on behalf of all of the Principals, the accuracy and completeness of the representations and warranties contained in section 2, and the fulfilment of the covenants of the Principals contained in sections 3 and 4 hereof. 8.6.3 If not already delivered, certified copies of each of the Material Contracts. 8.6.4 All Books and Records and all Data. 8.6.5 A certified copy of a resolution of the Corporation’s directors appointing, as directors of the Corporation effective immediately following the Closing, such persons as may be notified by the Purchaser to the Principals’ Representative prior to Closing. 8.6.6 Undated resignations and releases, in form reasonably satisfactory to the Purchaser, in favour of the Corporation and the Purchaser, from such persons as may be designated by the Purchaser to the Principals’ Representative including, without terms limitation, each officer and conditions)director of the Corporation.

Condition Precedent. The amendments and supplements effects of the purchase of shares subject matter hereof, without prejudice to those obligations that, by the Credit Agreement contained in herein shall be effective uponterms hereof, and become due on the date of execution of this Agreement, shall be subject to, to satisfaction of the following conditions condition precedent: 5.1. The Parties acknowledge that purchase of shares contemplated in this Agreement requires the Consent of the Anti-trust Court (a“TDLC”, as per the Spanish acronym) and accordingly agree to subject the Borrower effectiveness and consummation of the purchase transaction contemplated hereby to satisfaction of the condition precedent that consists of obtaining TDLC’s favorable report referred to in Section 38 of Act No. 19.733 (the Press Act) (hereinafter referred to as the “Condition” or the “Consent”). For this purpose, the transaction subject matter hereof shall have paid be consulted by Buyers with TDLC. In order to cooperate with the applicable authorities and facilitate satisfaction of the Condition, Buyers shall also consult TDLC voluntarily in connection with the transaction subject matter hereof, in accordance with the procedure established by Section 31 of Executive Order No. 211, issued in 1973 (DFL-I, published on March 7, 2005). 5.2. Accordingly, the effectiveness and consummation of the purchase transaction contemplated hereby shall be subject to the AgentCondition being satisfied within 180 calendar days after the date hereof (“Term 1”). This notwithstanding, for each Lender, all fees agree to in writing if the Condition has not been met by the Borrower including end of that term, GLR CHILE may in its sole discretion extend the fees required term for satisfaction of the Condition for an additional 180 calendar days (“Term 2”) (in any case, GLR CHILE shall first comply with the provisions of Section 3.2 above by making Deposit 2). If the Condition has not been met by the end of the extended term, GLR CHILE may in its sole discretion extend the term for satisfaction of the Condition for an additional 90 calendar days (“Term 3”) (in which case no additional deposit shall be required). If no Consent has been obtained by the end of all the abovementioned terms, the Condition to be paid pursuant to Sections 3.1 which consummation and 3.2 hereof; (b) the Borrower shall have delivered to the Agent a current certificate effects of compliance in respect of its jurisdiction of incorporation, certified copies of its constating documents, by-laws (or a certification there have been no changes to such documents since December 11, 2009) and the resolutions authorizing this Agreement are subject shall be regarded as not satisfied. Also, the Condition shall be regarded as not satisfied if no Consent has been obtained by the end of Term 1 and GLR CHILE chooses not to extend the transactions hereunder applicable term; or if no Consent has been obtained by the end of Term 2 and an Officer’s Certificate GLR Chile chooses not to extend the applicable term. If the Condition is not satisfied, CLAXSON CHILE shall be entitled to receive Deposit 1 and Deposit 2 (if established), in accordance with the provisions of Section 3.3(i) above. 5.3. After the Effective Date (as defined below), SELLER shall cooperate with BUYERS in order to notify the incumbency applicable radio broadcasting authorities about the transfer of shares of SELLER implemented in this Agreement, as well as the resulting change of control of the officers thereof signing this agreement; (c) broadcasting licenses operated by IARC and its Affiliates, at the Agent and the Lenders shall have received legal opinions from counsel to the Borrower respecting this Agreement and the transactions contemplated hereby in form and substance as may be required by the Agent, acting reasonably; (d) no Default or Event of Default shall have occurred and be continuing and the representations and warranties contained in Section 8.1 of the Credit Agreement shall be true and correct in all material respects and the Borrower shall have delivered to the Agent an Officer’s Certificate confirming the same; (e) no consents, approvals or authorizations are required for the increase in the Credit Facility (except for those that have been unconditionally obtained and are in full force and effect, unamended) and the Borrower shall have delivered to the Agent an Officer’s Certificate confirming the same; and (f) (i) all obligations outstanding under the term credit agreement made as of September 25, 2001 between the Borrower, the persons party thereto as lenders and the Agent, as agent of such lenders (as amended and supplemented to the date hereof, the “Existing Term Credit Agreement”) shall have been paid or repaid, (ii) the Existing Term Credit Agreement shall be cancelled or matured and all guarantees and security entered into in connection therewith (if any) shall have been fully released and discharged and (iii) evidence of the foregoing satisfactory to the Agent, acting reasonably, shall have been received by the Agent. The foregoing conditions precedent are inserted for the sole benefit of the Lenders and the Agent and may be waived in writing by the Lenders, in whole or in part (with or without terms and conditions)applicable times.

Condition Precedent. The amendments and supplements Reference is hereby made to that certain New Relic, Inc. Warrant To Purchase 20,889 Shares of Series D Preferred Stock, a copy of which is attached hereto as Exhibit F (the “Warrant”). Notwithstanding anything to the contrary in this Lease, the effectiveness of this Lease is conditioned upon (i) the Board of Directors of Tenant approving the Warrant (in the form attached hereto as Exhibit F) on or before August 20, 2012, and (ii) Tenant’s delivery to Landlord of the duly executed Warrant on or before August 20, 2012. In the event the conditions set forth in the immediately preceding sentence (collectively, the “Conditions”) are not fully satisfied on or before August 20, 2012, unless otherwise agreed by Landlord in writing in its sole discretion, (a) this Lease shall be automatically be void and of no force or effect, (b) not later than five (5) Business Days following Landlord’s written request for such fee, Tenant shall pay to Landlord a cancellation fee equal to Three Hundred Forty Seven Thousand One Hundred One and 50/100 Dollars ($347,101.50) (the “Cancellation Fee”) and (c) upon receipt of the Cancellation Fee, Landlord shall promptly return any and all deposits and the Letter of Credit Agreement contained in herein to Tenant. If the aforementioned Conditions are fully satisfied by the required date, this Lease shall be effective upon, on all of the terms and shall be subject to, the following conditions precedent: (a) the Borrower shall have paid of this Lease. Notwithstanding anything to the Agentcontrary in this Lease, for each Lenderduring the period commencing on the date of this Lease and ending on the date the Conditions are fully satisfied, all fees agree to in writing by the Borrower including the fees required to be paid pursuant to Sections 3.1 and 3.2 hereof; (b) the Borrower shall have delivered to the Agent a current certificate of compliance in respect of its jurisdiction of incorporation, certified copies of its constating documents, by-laws (or a certification there have been no changes to such documents since December 11, 2009) and the resolutions authorizing this Agreement and the transactions hereunder and an Officer’s Certificate as to the incumbency of the officers thereof signing this agreement; (c) the Agent and the Lenders shall have received legal opinions from counsel to the Borrower respecting this Agreement and the transactions contemplated hereby in form and substance as may be required by the Agent, acting reasonably; (d) no Default or Event of Default shall have occurred and be continuing and the representations and warranties contained in Section 8.1 of the Credit Agreement shall be true and correct in all material respects and the Borrower shall have delivered to the Agent an Officer’s Certificate confirming the same; (e) no consents, approvals or authorizations are required for the increase in the Credit Facility (except for those that have been unconditionally obtained and are in full force and effect, unamended) and the Borrower shall have delivered to the Agent an Officer’s Certificate confirming the same; and (f) (i) all obligations outstanding under the term credit agreement made as Landlord shall not be required to commence performance of September 25, 2001 between the Borrower, the persons party thereto as lenders any portion of Landlord’s Work and the Agent, as agent of such lenders (as amended and supplemented to the date hereof, the “Existing Term Credit Agreement”) shall have been paid or repaid, (ii) Tenant shall not be entitled to receive disbursements of the Existing Term Credit Agreement Alterations Allowance or the Additional Allowance. Delays in the Commencement Date (which is also the Delivery Date) due to Landlord’s delaying Landlord’s Work until the Conditions are fully satisfied shall, for purposes of Paragraph 3.b. above, constitute a Tenant caused delay. Further, for purposes of establishing the Rent Commencement Date under Paragraph 2.c. above, the Commencement Date shall be cancelled or matured and all guarantees and security entered into in connection therewith deemed to be the date that Delivery would have occurred (as reasonably determined by Landlord) if any) shall have been fully released and discharged and (iii) evidence of the foregoing satisfactory to the Agent, acting reasonably, shall have been received by the Agent. The foregoing conditions precedent are inserted not for the sole benefit of the Lenders and the Agent and may be waived in writing by the Lenders, in whole or in part (with or without terms and conditions)aforementioned Tenant caused delay.

Condition Precedent. 5.1 The amendments and supplements to the Credit Parties hereby agree that this Agreement contained in herein shall be effective upon, and shall be subject to, conditional upon the following conditions precedent:following:- (a) the Borrower shall have paid procurement by the Vendor’s Solicitors of the approval and prior written sanction of the State Authority of Selangor (hereinafter referred to as “the State Authority”) permitting the transfer of the said Property by the Vendor to the Agent, for each Lender, all fees agree Purchaser (hereinafter referred to in writing by as “the Borrower including the fees required to be paid pursuant to Sections 3.1 and 3.2 hereofState Consent”); (b) the Borrower shall have delivered to determination of the Agent a current certificate of compliance in respect of its jurisdiction of incorporation, certified copies of its constating documents, by-laws (or a certification there have been no changes to such documents since December 11, 2009) Tenancy and the resolutions authorizing this Tenant fulfilling its obligation in accordance with the Tenancy Agreement by reinstating the said Property to its original condition, yielding up the said Property, removing all fixtures and the transactions hereunder fittings belonging to it and an Officer’s Certificate as to the incumbency of the officers thereof signing this agreement;making good all damage after such removal (if any); and (c) all the Agent matters to be duly attended to by the Vendor prior to the delivery of the vacant possession which is annexed hereto as Appendix B; within SIX (6) MONTHS from the date of this Agreement (hereinafter referred to as “the Conditional Period”) or such further period the Parties may mutually agree upon in writing (hereinafter referred to as “the Condition Precedent”). Both the Parties or the Parties’ representative shall conduct a joint inspection of the said Property upon fulfilment of the Condition Precedent to ensure that the said Property is delivered in accordance with the terms and conditions contained herein. 5.2 The Vendor shall at his own cost and expense apply for the State Consent. The Vendor and the Lenders Purchaser shall have received legal opinions from counsel use their endeavour to comply with the Borrower respecting this Agreement terms and conditions and furnish all the transactions contemplated hereby in form and substance as documents and/or information which may be required by the AgentState Authority in order to obtain the State Consent. Upon receipt of the State Consent, acting reasonably;the Vendor shall forthwith deliver or cause to be delivered a certified true copy of the State Consent to the Purchaser’s Solicitors. (d) no Default or Event 5.3 In the event that the State Authority accepts the simultaneous application of Default shall have occurred and be continuing the State Consent and the representations and warranties contained consent to charge in Section 8.1 favour of the Credit Purchaser’s Financier, then the Purchaser or the Purchaser’s Financier’s Solicitors, as the case may be, shall furnish all necessary documents together with the application fees to the Vendor before the application of the State Consent is submitted to the State Authority for the simultaneous application of the State Consent and the consent to charge. For the avoidance of doubt, the Vendor is merely assisting the Purchaser in submitting the application of the consent to charge and has no obligation to ensure the accuracy of the documents required for the application of the consent to charge. 5.4 This Agreement shall be rendered unconditional on the date of receipt by the Purchaser’s Solicitors of a certified true copy of the approved State Consent or the date of receipt by the Vendor’s Solicitors of a letter from the Purchaser’s Solicitors confirming the Purchaser’s satisfaction with the condition of the said Property after the joint inspection, whichever is the later (hereinafter referred to as “the Unconditional Date”). 5.5 In the event the Condition Precedent cannot be fulfilled within the Conditional Period:- (a) the Purchaser shall be entitled to terminate this Agreement unless extended by consent of the Parties and correct upon such termination, the Vendor shall refund to the Purchaser the Deposit free of interest within fourteen (14) days from the date of the Vendor’s Solicitors’ receipt of a written notification from the Purchaser’s Solicitors of such termination in simultaneous exchange for the return of all material respects documents forwarded to the Purchaser and/or the Purchaser’s Solicitors and/or the Purchaser’s Financier and/or the Purchaser’s Financier’s Solicitors by the Vendor and/or the Vendor’s Solicitors with the Vendor’s interest remaining intact and redelivery of vacant possession of the Borrower shall have said Property (if it has already been delivered to the Agent an Officer’s Certificate confirming the same; (ePurchaser) no consents, approvals or authorizations are required for the increase substantially in the Credit Facility same state and condition (except for those that have been unconditionally obtained fair wear and are in full force and effect, unamendedtear excepted) and further upon proof of withdrawal of any private caveat lodged by the Borrower shall have delivered to Purchaser and/or the Agent an OfficerPurchaser’s Certificate confirming the same; and (f) (i) all obligations outstanding under the term credit agreement made as of September 25, 2001 between the Borrower, the persons party thereto as lenders and the Agent, as agent of such lenders (as amended and supplemented to the date hereof, the “Existing Term Credit Agreement”) shall have been paid or repaid, (ii) the Existing Term Credit Agreement shall be cancelled or matured and all guarantees and security entered into in connection therewith Financier (if any) Provided Always That if the Vendor fails to refund the said monies within the said fourteen (14) days, the Purchaser shall be entitled to an interest at the rate of eight per centum (8%) per annum on the said monies or any part thereof remain outstanding calculated on a daily basis from the expiry of the fourteenth (14th) day until the actual date of payment. Thereafter, this Agreement shall become null and void and shall have been fully released no further effect and discharged neither Party hereto shall have any claims against the other save for antecedent breach and (iii) evidence the Vendor shall be at liberty to dispose of the foregoing satisfactory said Property to such party and in such manner as the Vendor may in his sole discretion deem fit. For clarification purpose, no such interest shall be payable by the Vendor to the Agent, acting reasonably, shall Purchaser until and unless all the aforesaid documents and/or vacant possession of the said Property have been received deposited with and/or redelivered to the Vendor simultaneously with the refund of the said monies by the Agent. The foregoing conditions precedent are inserted Vendor to the Purchaser; or alternatively (b) the Parties may negotiate, discuss and/or render all necessary co-operation and assistance to the other for the sole benefit purpose of completion of the Lenders sale and purchase of the Agent and said Property in an alternative lawful manner as the Parties may be waived in writing by the Lenders, in whole or in part (with or without terms and conditions)mutually agree.

Condition Precedent. The amendments assignment and supplements to transmission of the Credit Beneficiary Rights and Obligations provided on clause First of this Agreement contained in herein shall be effective upon, and on the date that the following condition precedents are fully fulfilled (the “Closing”) on the understating that such condition precedents shall be subject tofulfilled no later than September 30, 2015, on the following conditions precedentunderstanding that if by such date any condition precedent was still pending to be fulfilled, this Agreement shall be consider as if it was never executed: (a) the Borrower shall have paid to the Agent, for each Lender, all fees agree to in writing by the Borrower including the fees required to be paid pursuant to Sections 3.1 and 3.2 hereof; (b) the Borrower shall have delivered to the Agent a current certificate of compliance in respect of its jurisdiction of incorporation, certified copies of its constating documents, by-laws (or a certification there have been no changes to such documents since December 11, 2009) and the resolutions authorizing this Agreement and the transactions hereunder and an Officer’s Certificate as to the incumbency of the officers thereof signing this agreement; (c) the Agent and the Lenders The Beneficiaries shall have received legal opinions from counsel to in the Borrower respecting totality and under the terms agreed on this Agreement (i) the Purchase Price, and (ii) the transactions contemplated hereby in form and substance as may be required by the Agent, acting reasonably;Land Trust Cost. (db) no Default or Event of Default The Concurso Process End Date shall have occurred and be continuing and the occurred c) The representations and warranties contained in Section 8.1 of the Credit Beneficiaries under this Agreement shall be true and correct in all material respects on and as of the Borrower Closing Date, as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if LandCo receives from the Beneficiaries a written notice executed by their corresponding representatives, substantially in the form of Exhibit “M” of this Agreement; d) Each of the Beneficiaries shall have delivered to LandCo the Agent an Officer’s Certificate confirming 100% of the sameownership of the Beneficiary Rights and Obligations, free of any Encumbrances, provided that this condition shall be deemed as fulfilled whenever LandCo receives the notice and certifications agreed on clause 2.2 of this Agreement; (e) no consents, approvals or authorizations are required for Each of the increase in the Credit Facility (except for those that have been unconditionally obtained and are in full force and effect, unamended) and the Borrower Beneficiaries shall have delivered to LandCo, substantially in the Agent an Officer’s Certificate confirming form of the same; anddocument attached hereto as E xhibit “M”, a certification dated on the Closing Date and executed by its authorized legal representatives, for the effects of clauses 6(c) and 6(d) of this Agreement, certifying that, up to their best knowledge, there is no effective or any applicable law or any order by a court of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or the LandCo Sale Agreement; (f) (i) all obligations outstanding The representations and warranties of LandCo under the term credit agreement made as of September 25, 2001 between the Borrower, the persons party thereto as lenders and the Agent, as agent of such lenders (as amended and supplemented to the date hereof, the “Existing Term Credit Agreement”) shall have been paid or repaid, (ii) the Existing Term Credit this Agreement shall be cancelled or matured true and correct in all guarantees material respects on and security entered into in connection therewith (if any) shall have been fully released and discharged and (iii) evidence as of the foregoing satisfactory to Closing Date, as though made on and as of such date, on the Agentunderstanding that this condition shall be deemed as fulfilled if the Beneficiaries receive from LandCo a written notice executed by its representative, acting reasonably, shall have been received by substantially in the Agent. The foregoing conditions precedent are inserted for the sole benefit form of the Lenders and the Agent and may be waived in writing by the Lenders, in whole or in part (with or without terms and conditions).Exhibit “N” of this Agreement;

Condition Precedent. 2.1 The amendments obligations of Rocket to adopt the Capital Increase Resolution (as set forth in Section 3.2) and supplements to amend and restate the Articles (as set forth in Section 3.4) as well as the obligations of Rocket to effect the Rocket Contribution Payment Assets and of SMART to effect the SMART Contribution Payment Assets as well as the obligations of the Parties under Section 17 (Exclusivity) are all subject to the Credit Agreement contained condition precedent (the “Condition Precedent”) being fulfilled that the Clearance Date (as defined in herein Section 4.1 below) has occurred. 2.2 The Partners may waive (and may become obliged to waive pursuant to Section 4.3) the Condition Precedent, at any time and in whole or in part, by mutual written agreement between the Partners. The effect of a waiver shall be effective uponlimited to eliminating the need that the Condition Precedent be satisfied for the obligations of the Partners under Section 3 that are subject thereto to become unconditional and, unless otherwise agreed, shall not limit or prejudice any claims that a waiving Partner may have with respect to any circumstances relating to the Condition Precedent not having been satisfied. 2.3 The Partners shall satisfy their obligations pursuant to Section 0 in order to achieve that the Condition Precedent is satisfied as soon as possible. 2.4 In the event that the Condition Precedent is not satisfied or waived in accordance with this Agreement at the latest nine months after the Signing Date (the “Longstop Date”) each Partner may terminate this Agreement unless the non-satisfaction of the Condition Precedent was caused by a breach of such Partner’s or any of such Partner’s Affiliate’s obligations under this Agreement provided that any right of a Partner to terminate this Agreement pursuant to this Section 2.4 shall cease (verfallen) upon the Condition Precedent being satisfied or duly waived. For the avoidance of doubt, the right of either Partner to seek, instead of exercising the termination right provided for hereunder, specific performance with respect to the obligations to be satisfied by another Partner with respect to the Condition Precedent shall remain unaffected. 2.5 In case of a termination pursuant to Section 2.4 neither Rocket nor SMART shall have any obligation or liability towards the respective other Partner except that (i) any liability of any Partner for damages already due on the date of termination or for damages for a breach of this Agreement, and shall be subject to, the following conditions precedent: (aii) the Borrower shall have paid to the Agent, for each Lender, all fees agree to in writing by the Borrower including the fees required to be paid pursuant to provisions of Sections 3.1 19 (Confidentiality and 3.2 hereof; (b) the Borrower shall have delivered to the Agent a current certificate of compliance in respect of its jurisdiction of incorporation, certified copies of its constating documents, by-laws (or a certification there have been no changes to such documents since December 11, 2009Public Announcements) and the resolutions authorizing this Agreement 23 (Miscellaneous) shall survive and the transactions hereunder and an Officer’s Certificate as to the incumbency of the officers thereof signing this agreement; (c) the Agent and the Lenders shall have received legal opinions from counsel to the Borrower respecting this Agreement and the transactions contemplated hereby in form and substance as may be required by the Agent, acting reasonably; (d) no Default or Event of Default shall have occurred and be continuing and the representations and warranties contained in Section 8.1 of the Credit Agreement shall be true and correct in all material respects and the Borrower shall have delivered to the Agent an Officer’s Certificate confirming the same; (e) no consents, approvals or authorizations are required for the increase in the Credit Facility (except for those that have been unconditionally obtained and are remain in full force and effect, unamended) and the Borrower shall have delivered to the Agent an Officer’s Certificate confirming the same; and (f) (i) all obligations outstanding under the term credit agreement made as of September 25, 2001 between the Borrower, the persons party thereto as lenders and the Agent, as agent of such lenders (as amended and supplemented to the date hereof, the “Existing Term Credit Agreement”) shall have been paid or repaid, (ii) the Existing Term Credit Agreement shall be cancelled or matured and all guarantees and security entered into in connection therewith (if any) shall have been fully released and discharged and (iii) evidence of the foregoing satisfactory to the Agent, acting reasonably, shall have been received by the Agent. The foregoing conditions precedent are inserted for the sole benefit of the Lenders and the Agent and may be waived in writing by the Lenders, in whole or in part (with or without terms and conditions).

Condition Precedent. The amendments and supplements to the Credit Agreement contained in herein shall be effective upon, and shall be subject to, the following conditions precedent: (a) the Borrower shall have paid to the Agent, for each Lender, all fees agree to in writing by the Borrower including the fees required to be paid pursuant to Sections 3.1 and 3.2 hereof; (b) the Borrower shall have delivered to the Agent a current certificate of compliance in respect of its jurisdiction of incorporation, certified copies of its constating documents, by-laws (or a certification there have been no changes to such documents since December 11, 2009) and the resolutions authorizing this Agreement and the transactions hereunder and an Officer’s Certificate as to the incumbency The obligation of the officers thereof signing this agreement; (c) the Agent and the Lenders shall have received legal opinions from counsel Assignor to the Borrower respecting this Agreement and complete the transactions contemplated hereby in form and substance as may be required by to assign the Agent, acting reasonably;Assigned Assets to the Assignee is subject to the fulfilment of each of the following conditions: (di) no Default or Event of Default shall have occurred and be continuing and the representations and warranties contained in Section 8.1 of the Credit Agreement Assignee contained herein shall be true and correct in all material respects and as of the Borrower shall have delivered to the Agent an Officer’s Certificate confirming the sameClosing Date; (eii) no consents, the Assignee shall have performed all covenants and agreements of the Assignee contained in this Agreement to be performed by the Assignee prior to Closing; (iii) all necessary consents and approvals or authorizations are required for the increase in completion of the Credit Facility (except for those that transactions contemplated hereby shall have been unconditionally obtained in form reasonably satisfactory to the Assignor, including all necessary consents and approvals of the Securities Commission and the Exchange to the issue and listing of the Consideration Shares and the Bonus Shares; (iv) delivery by the Assignee to the Assignor of the Cash Consideration and the certificates representing the Consideration Shares; and (v) delivery by the Assignee to the Assignor of the documents described in subsection 9(b) hereof. The conditions set out in this subsection are for the exclusive benefit of the Assignor and may be waived in whole or in part by the Assignor at any time. If any of the conditions set out in this subsection shall not be fulfilled or performed at or before the Closing or the Closing has not been completed prior to the earlier of May 14, 2005 and the commencement of drilling by the Operator on the Bachelor Lake Property, the Assignor may rescind the obligations thereof under this Agreement by notice in writing to the Assignee and in such event the Assignor shall be released from all of its obligations hereunder. (b) The obligation of the Assignee to complete the transactions contemplated hereby and to acquire the Assigned Assets and assume the Assumed Obligations are subject to the fulfillment of each of the following conditions: (i) the representations and warranties of the Assignor contained herein shall be true and complete as of the Closing Date; (ii) the Assignor shall have performed all covenants and agreements contained in this Agreement to be performed by the Assignor prior to Closing; (iii) all necessary consents and approvals for the completion of the transactions contemplated hereby shall have been obtained prior to Closing in form reasonably satisfactory to the Assignee, including all consents required under the terms of the Option Agreement and including all necessary consents and approvals of the Securities Commission and the Exchange to the issue and listing of the Consideration Shares and the Bonus Shares; (iv) the Assignee being satisfied, in its sole discretion, that A. Metanor has consented in favour of the Assignee in writing prior to Closing to the assignment by the Assignor to the Assignee, and the assumption by the Assignee, all as contemplated by this Agreement and on terms that are satisfactory to the Assignee; B. at the time of Closing, Metanor has confirmed in writing that it holds an undivided 100% legal and beneficial right, title and interest in and to the Bachelor Lake Property, free and clear of all Liens; and C. at the time of Closing, the Option Agreement and the Bachelor Lake Option are valid and subsisting and is in full force and effect, unamendedunamended free and clear of all Liens and no material default exists thereunder; (v) and delivery by the Borrower shall have delivered Assignor to the Agent an Officer’s Certificate confirming the same; and (f) (i) all obligations outstanding under the term credit agreement made as of September 25, 2001 between the Borrower, the persons party thereto as lenders and the Agent, as agent of such lenders (as amended and supplemented to the date hereof, the “Existing Term Credit Agreement”) shall have been paid or repaid, (ii) the Existing Term Credit Agreement shall be cancelled or matured and all guarantees and security entered into in connection therewith (if any) shall have been fully released and discharged and (iii) evidence Assignee of the foregoing satisfactory to the Agent, acting reasonably, shall have been received by the Agentdocuments described in subsection 9(c) hereof. The foregoing conditions precedent set out in this subsection are inserted for the sole exclusive benefit of the Lenders and the Agent Assignee and may be waived in writing by the Lenders, in whole or in part (with by the Assignee at any time. If any of the conditions set out in this subsection shall not be fulfilled or without terms performed at or before the Closing or the Closing has not been completed prior to the earlier of May 14, 2005 and conditions)the commencement of drilling by the Operator on the Bachelor Lake Property, the Assignee may rescind the obligations thereof under this Agreement by notice in writing to the Assignor and in such event the Assignee shall be released from all of its obligations hereunder.

Condition Precedent. The amendments (a) Lender shall not be obligated to make any Advance, or to perform any other action hereunder, until, all in form and supplements substance satisfactory to the Credit Agreement contained in herein shall be effective upon, Lender and shall be subject to, the following conditions precedentits counsel: (ai) the Borrower shall Loan Documents have paid to the Agent, for each Lender, all fees agree to in writing been executed and delivered by the Borrower on or before the Closing Date, including for purposes of clarity appropriate UCC-1 financing statements and UCC-3 amendments to financing statements; (ii) the fees required Senior Lender Assignment Agreement has been executed and delivered by the appropriate parties and the documents contemplated thereby as conditions precedent have been satisfied; (iii) Lender has received UCC, judgment, and tax lien search results with respect to be paid pursuant to Sections 3.1 Borrower from each Borrower’s jurisdiction of formation; and (iv) Subordination Agreements have been executed and 3.2 hereof;delivered by each CRI Noteholder. (b) The obligations of the Borrower shall have delivered Lender hereunder in connection with the Closing are subject to the Agent a current certificate of compliance in respect of its jurisdiction of incorporation, certified copies of its constating documents, by-laws (or a certification there have been no changes to such documents since December 11, 2009) and the resolutions authorizing this Agreement and the transactions hereunder and an Officer’s Certificate as to the incumbency of the officers thereof signing this agreement;following conditions being met: (ci) The accuracy in all material respects when made and on the Agent and the Lenders shall have received legal opinions from counsel to the Borrower respecting this Agreement and the transactions contemplated hereby in form and substance as may be required by the Agent, acting reasonably; (d) no Default or Event Closing Date of Default shall have occurred and be continuing and the representations and warranties contained in Section 8.1 of the Credit Agreement shall be true and correct in all material respects and the Borrower shall have delivered to the Agent an Officer’s Certificate confirming the samecontained herein (unless as of a specific date therein); (eii) no consentsall obligations, approvals covenants and agreements of the Borrower required to be performed at or authorizations are required for prior to the increase in the Credit Facility (except for those that Closing Date shall have been unconditionally obtained and are in full force and effect, unamendedperformed; (iii) and the delivery by the Borrower shall have delivered to of the Agent an Officer’s Certificate confirming the sameitems set forth in Section 2.(a) of this Agreement; and (fiv) (i) all obligations outstanding under there shall have been no Material Adverse Effect with respect to the term credit agreement made as of September 25, 2001 between the Borrower, the persons party thereto as lenders and the Agent, as agent of such lenders (as amended and supplemented to Borrower since the date hereof, the “Existing Term Credit Agreement”) shall have been paid or repaid, (ii) the Existing Term Credit Agreement shall be cancelled or matured and all guarantees and security entered into in connection therewith (if any) shall have been fully released and discharged and (iii) evidence of the foregoing satisfactory to the Agent, acting reasonably, shall have been received by the Agent. The foregoing conditions precedent are inserted for the sole benefit of the Lenders and the Agent and may be waived in writing by the Lenders, in whole or in part (with or without terms and conditions).

Condition Precedent. The amendments and supplements to the Credit Agreement contained in herein shall only be effective upon, and shall be subject to, upon the satisfaction of each of the following conditions precedentprecedent in a manner satisfactory to Administrative Agent: (a) the Borrower shall have paid to the Agentreceipt by Administrative Agent of counterparts of this Amendment No. 4, for each Lenderduly authorized, all fees agree to in writing executed and delivered by the Borrower parties hereto (including all Lenders required for the fees required to be paid pursuant to Sections 3.1 and 3.2 hereofamendments provided for herein); (b) the Borrower shall have delivered receipt by Administrative Agent, in form and substance satisfactory to the Agent a current certificate of compliance in respect of its jurisdiction of incorporationAdministrative Agent, certified copies of its constating documents, by-laws (or a certification there have been no changes to such documents since December 11, 2009) and the resolutions authorizing this Agreement and the transactions hereunder and an Officer’s Certificate as to the incumbency of the officers thereof signing this agreementFee Letters, duly authorized, executed and delivered by Borrowers; (c) the Agent and the Lenders shall have received legal opinions from counsel to the Borrower respecting this Agreement and the transactions contemplated hereby receipt by Administrative Agent, in form and substance as may be required by the satisfactory to Administrative Agent, acting reasonablyof replacement Revolving Notes requested by Lenders; (d) receipt by Administrative Agent and Lenders of all fees and expenses owed in connection with this Amendment No. 4; (e) on the date of this Amendment No. 4, and after giving effect thereto, Excess Availability shall be no less than $200,000,000; (f) Administrative Agent shall have received and reviewed lien and judgment search results for the jurisdiction of organization or incorporation of each Borrower and each Guarantor and for the jurisdiction of the chief executive office of each Borrower and each Guarantor, which search results shall be in form and substance reasonably satisfactory to Administrative Agent; (g) receipt by Administrative Agent, in form and substance satisfactory to Administrative Agent, of updated schedules to the Loan Agreement; (h) receipt by Administrative Agent, in form and substance satisfactory to Administrative Agent, of an updated Information Certificate of Borrowers and Guarantors, duly authorized, executed and delivered by Borrowers and Guarantors; (i) receipt by Administrative Agent, in form and substance satisfactory to Administrative Agent, of a certificate of the Secretary or Assistant Secretary of each Borrower and Guarantor dated as of the date hereof with respect to (i) resolutions of the boards of directors or other appropriate governing body of such Borrower or Guarantor; (ii) a list of qualified and acting officers, duly authorized for executing the documents contemplated by this Amendment No. 4 on behalf of such Borrower or Guarantor; (iii) the organizational documents of such Borrower or Guarantor certified as of a recent date by the Secretary of State of its state of organization; and (iv) true and correct copies of the by-laws, operating agreement or partnership agreement (as applicable) of such Borrower or Guarantor; (j) receipt by Administrative Agent of a certified certificate of formation and good standing certificates (or its equivalent) from the Secretary of State (or comparable official) from each jurisdiction where each Borrower and Guarantor is organized and, as to good standing certificates, from each other jurisdiction where each Borrower and Guarantor is qualified to do business; (k) receipt by Administrative Agent of legal opinions, in form and substance satisfactory to Administrative Agent, of Parent counsel, dated the date hereof and addressed to Administrative Agent and Lenders; (l) no Material Adverse Effect shall have occurred and no material pending or threatened, litigation, proceeding, injunction, order or claims with respect to any Borrower or any Guarantor shall exist; (m) Administrative Agent shall have received all financial information, projections, budgets, business plans, statements of cash flow and such other information as Administrative Agent has reasonably requested; (n) receipt by Lenders, not less than five business days prior to the date of this Amendment No. 4, of the documentation and other information that is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, in each case that has been requested at least ten business days prior to the date of this Amendment No. 4, the results of which are satisfactory to Lenders; (o) receipt by Administrative Agent of internal Flood Disaster Prevention Act approval; (p) receipt by Administrative Agent of a true and correct copy of any consent, waiver or approval (if any) to or of this Amendment No. 4, which any Borrower is required to obtain from any other Person; and (q) no Default or Event of Default shall exist or have occurred and be continuing and the representations and warranties contained in Section 8.1 as of the Credit Agreement shall be true and correct in all material respects and the Borrower shall have delivered to the Agent an Officer’s Certificate confirming the same; (e) no consentsdate of this Amendment No. 4, approvals or authorizations are required for the increase in the Credit Facility (except for those that have been unconditionally obtained and are in full force and effect, unamended) and the Borrower shall have delivered to the Agent an Officer’s Certificate confirming the same; and (f) (i) all obligations outstanding under the term credit agreement made as of September 25, 2001 between the Borrower, the persons party thereto as lenders and the Agent, as agent of such lenders (as amended and supplemented to the date hereof, the “Existing Term Credit Agreement”) shall have been paid or repaid, (ii) the Existing Term Credit Agreement shall be cancelled or matured and all guarantees and security entered into in connection therewith (if any) shall have been fully released and discharged and (iii) evidence of the foregoing satisfactory to the Agent, acting reasonably, shall have been received by the Agent. The foregoing conditions precedent are inserted for the sole benefit of the Lenders and the Agent and may be waived in writing by the Lenders, in whole or in part (with or without terms and conditions)would result after giving effect thereto.

Condition Precedent. The amendments and supplements to the Credit Agreement contained in herein This Amendment shall be become effective upon, and shall be subject to, upon completion or satisfaction of the following conditions precedentin the Lender’s determination: (ai) The execution and delivery of this Amendment by the Borrower Borrowers and the Lender. (ii) The execution and delivery of the Second Amended and Restated Daily Adjusting LIBOR Note substantially in the form attached hereto as Exhibit A. (iii) The execution and delivery of that certain letter agreement dated as of the date hereof with respect to certain fees by the Borrowers and agreed to and accepted by the Lender (the “Fee Letter”). (iv) The Borrowers shall have paid to the AgentLender the fees in immediately available funds in the amount stated in the Fee Letter. The Borrowers acknowledge that such fees shall be paid in addition to the Nonusage Fee due and payable in accordance with Section 3.1 of the Loan Agreement during the term of the Loan. (v) The execution and delivery of that certain letter agreement dated as of the date hereof with respect to the Lender’s waiver of certain rights in connection with that certain Redemption Letter dated as of November 7, for each Lender2011 between Lender and Centerline Holding Company, all fees agree and agreed to in writing and accepted by the Borrower including the fees required to be paid pursuant to Sections 3.1 and 3.2 hereof;Lender. (bvi) the Borrower The Borrowers shall have delivered to the Agent Lender the following, all in form and substance reasonably satisfactory to the Lender: (A) a current certificate of compliance in respect good standing of its jurisdiction each Borrower, dated no earlier than thirty (30) days prior to the date of incorporationthis Amendment; (B) a certificate of the Secretary of each Borrower dated as of the date of this Amendment and certifying as to the Certificate of Incorporation and By-Laws of each Borrower, certified copies the incumbency and signatures of its constating documentsofficers of each of the Borrowers executing this Amendment, by-laws (the Second Amended and Restated Daily Adjusting LIBOR Note or a certification there have been no changes to such documents since December 11, 2009) otherwise acting on behalf of each Borrower hereunder and the resolutions authorizing this Agreement and the transactions hereunder contemplated by this Amendment; and an Officer’s Certificate (C) a legal opinion of ▇▇▇▇▇ Peabody LLP, as to the incumbency of the officers thereof signing this agreement; (c) the Agent and the Lenders shall have received legal opinions from counsel to the Borrower respecting this Agreement Borrowers dated as of the date hereof, addressed to and the transactions contemplated hereby in form and substance as may be required by the Agent, acting reasonably; (d) no Default or Event of Default shall have occurred and be continuing and the representations and warranties contained in Section 8.1 of the Credit Agreement shall be true and correct in all material respects and the Borrower shall have delivered to the Agent an Officer’s Certificate confirming the same; (e) no consents, approvals or authorizations are required for the increase in the Credit Facility (except for those that have been unconditionally obtained and are in full force and effect, unamended) and the Borrower shall have delivered to the Agent an Officer’s Certificate confirming the same; and (f) (i) all obligations outstanding under the term credit agreement made as of September 25, 2001 between the Borrower, the persons party thereto as lenders and the Agent, as agent of such lenders (as amended and supplemented to the date hereof, the “Existing Term Credit Agreement”) shall have been paid or repaid, (ii) the Existing Term Credit Agreement shall be cancelled or matured and all guarantees and security entered into in connection therewith (if any) shall have been fully released and discharged and (iii) evidence of the foregoing reasonably satisfactory to the Agent, acting reasonably, Lender and its counsel. (vii) The Borrowers shall have been received by paid the Agent. The foregoing conditions precedent are inserted for Lender’s reasonable attorneys’ fees and expenses related to the sole benefit preparation, negotiation and closing of the Lenders and the Agent and may be waived in writing by the Lenders, in whole or in part (with or without terms and conditions)this Amendment.

Condition Precedent. 12.1 The amendments Parties enter into this Agreement, except for the provisions in Sec. 15.1, Sec. 16.1 and supplements this Sec. 12, subject to the Credit Agreement contained condition precedent that the easement (Dienstbarkeit) agreed on with the lessee LIDL Vertriebs GmbH & Co. KG has been submitted with the contents pursuant to Annex 3.2 e) in herein shall be effective upon, a form suitable for entry in the land register plus declaration of consent of the lower-ranking creditors in officially certified form and shall be subject tothe recording notary has filed the application for registration of the easement with the land register. 12.2 If the wording of the easement differs from the wording provided for in Annex 3.2 e), the following conditions precedent: (a) condition precedent is also deemed to be fulfilled if the Borrower shall recording notary public, [his/her] partner, their representatives or successors in office has/have paid received a confirmation of the Seller according to which the condition precedent of the Purchase Agreement pursuant to Sec. 12 has been fulfilled, notwithstanding Sec. 12 of the Purchase Agreement. The Buyer is obliged to make such declaration and the Seller has a claim to the AgentBuyer making such declaration, for each Lender, all fees agree once the Seller has proven to in writing by the Borrower including Buyer that the fees required parties to be paid pursuant to Sections 3.1 and 3.2 hereof; involved in the valid registration of the easement (b) the Borrower shall have delivered to the Agent a current certificate for instance owner, tenant, registered creditors of compliance in respect of its jurisdiction of incorporation, certified copies of its constating documents, by-laws (or a certification there have been no changes to such documents since December 11, 2009subordinated claims) and the resolutions authorizing bank financing the purchase price have agreed in writing to the easement wording deviating from Annex 3.2 e) and the recording notary has filed the request for registration of the easement with the land register. The Buyer shall strive to obtain the consent of his bank, to keep the Seller informed on the talks with the bank and to enable the Seller to directly communicate with the bank. 12.3 The Agreement will be definitely ineffective, without requiring rescission, if the condition precedent has not been fulfilled by 31 December 2012 at the latest. 12.4 Should the condition precedent pursuant to the above Sec. 12.1 not be fulfilled by 31 December 2012, the Buyer is entitled towards the Seller to damages for non-performance in the flat amount of EUR 10,000.00. In such case, the Seller shall further bear the notary fees in connection with this Agreement and its performance. 12.5 The Buyer can notify the transactions hereunder Seller and an Officer’s Certificate as to the incumbency notary of fulfillment of the officers thereof signing this agreement; (c) the Agent and the Lenders shall have received legal opinions from counsel to the Borrower respecting this Agreement and the transactions contemplated hereby in form and substance as may be required condition precedent at any time by the Agent, acting reasonably; (d) no Default or Event of Default shall have occurred and be continuing and the representations and warranties contained in Section 8.1 of the Credit Agreement shall be true and correct in all material respects and the Borrower shall have delivered to the Agent an Officer’s Certificate confirming the same; (e) no consents, approvals or authorizations are required for the increase in the Credit Facility (except for those that have been unconditionally obtained and are in full force and effect, unamended) and the Borrower shall have delivered to the Agent an Officer’s Certificate confirming the same; and (f) (i) all obligations outstanding under the term credit agreement made as of September 25, 2001 between the Borrower, the persons party thereto as lenders and the Agent, as agent of such lenders (as amended and supplemented to the date hereof, the “Existing Term Credit Agreement”) shall have been paid or repaid, (ii) the Existing Term Credit Agreement shall be cancelled or matured and all guarantees and security entered into in connection therewith (if any) shall have been fully released and discharged and (iii) evidence of the foregoing satisfactory to the Agent, acting reasonably, shall have been received by the Agent. The foregoing conditions precedent are inserted for the sole benefit of the Lenders and the Agent and may be waived in writing by the Lenders, in whole or in part (with or without terms and conditions)unilateral written notification.

Condition Precedent. The amendments This Amendment shall become effective on the date (the “Effective Date”) on which the Agent and supplements the Administrators shall have received the following, each (unless otherwise indicated) dated such date and in form and substance satisfactory to the Credit Agreement contained in herein shall be effective upon, Agent and shall be subject to, the following conditions precedentAdministrators: (a) Certificates of the Borrower shall have paid Secretary or Assistant Secretary of the Seller, AGCO and AGCO Finance certifying the names and true signatures of their respective officers authorized to sign this Amendment, the AGCO Finance Purchase Agreement, the Servicing Agreement, the Intercreditor Agreement and the other documents to be delivered by them hereunder or thereunder or in connection herewith or therewith, evidence of authorization of the transactions contemplated hereby and thereby, the articles of incorporation (including an amendment to the Agentarticles of incorporation of the Seller permitting the transactions contemplated by the AGCO Finance Purchase Agreement) or formation (attached and appropriately certified by the Secretary of State of the Seller’s, for each Lender, AGCO’s and AGCO Finance’s jurisdiction of incorporation or formation) and the by-laws and all fees agree amendments thereto of the Seller and AGCO. (b) Amendments to financing statements previously filed under the UCC of all jurisdictions that the Agent or the Administrators may deem necessary or desirable in order (i) to perfect the ownership interests contemplated by the Receivables Purchase Agreement as amended by this Amendment and (ii) to perfect the ownership interests of the Seller in the receivables purchased by the Seller from AGCO pursuant to the Originator Sale Agreement as amended by the amendment thereto referred to in writing paragraph (e) below. (c) UCC termination statements, if any, necessary to release all security interests and other rights of any Person (other than the Purchasers) in the Dealer Receivables, Contracts or Related Security previously granted by the Borrower Seller or AGCO. (d) Evidence (including UCC search reports) that all Dealer Receivables and all proceeds thereof are free and clear of liens, security interests, claims and encumbrances other than those held by the Purchasers. (e) An executed copy of the Servicing Agreement, AGCO Finance Purchase Agreement, Intercreditor Agreement, fee letter, amendment to the Originator Sale Agreement and this Amendment from of the parties thereto and hereto. (f) Favorable opinions of counsel for the Seller, AGCO and AGCO Finance as to such matters as the Agent or any Administrator may reasonably request, including, without limitation, opinions with respect to “true sale” and substantive consolidation. (g) Payment of all fees required to be paid pursuant to Sections 3.1 and 3.2 hereof;any fee letter entered into in connection with the transactions contemplated by this Amendment. (bh) the Borrower shall have delivered Good standing certificates with respect to the Agent a current certificate Seller, AGCO and AGCO Finance from the Secretary of compliance in respect of its jurisdiction of incorporation, certified copies of its constating documents, by-laws (or a certification there have been no changes to such documents since December 11, 2009) and the resolutions authorizing this Agreement and the transactions hereunder and an Officer’s Certificate as to the incumbency State of the officers thereof signing this agreement;State of their respective jurisdictions of organization and such other jurisdictions as the Agent or any Administrator may reasonably request. (ci) the Agent Copies of all consents, waivers and the Lenders shall have received legal opinions from counsel amendments to the Borrower respecting existing credit facilities that are necessary in connection with this Agreement Amendment and the transactions contemplated hereby in form and substance as may be required by the Agent, acting reasonably;hereby. (dj) no Default or Event Certificates of Default shall have occurred Authorized Officers of the Seller and be continuing AGCO to the effect as follows, and the representations and warranties contained in Section 8.1 of the Credit Agreement following shall be true and correct in all material respects and the Borrower shall have delivered to the Agent an Officer’s Certificate confirming the same; (e) no consents, approvals or authorizations are required for the increase in the Credit Facility (except for those that have been unconditionally obtained and are in full force and effect, unamended) and the Borrower shall have delivered to the Agent an Officer’s Certificate confirming the same; and (f) as at such time: (i) all obligations outstanding under the term credit agreement representations and warranties made as of September 25, 2001 between herein and in the Borrower, the persons party thereto as lenders and the Agent, as agent of such lenders (Receivables Purchase Agreement as amended and supplemented to the date hereof, by this Amendment (the “Existing Term Credit Amended Receivables Purchase Agreement”) shall have been paid or repaidare true and correct as of the Effective Date, as if made on such date; (ii) the Existing Term Credit Agreement shall be cancelled or matured Seller and the Servicer are each in compliance with all guarantees and security entered into in connection therewith (if any) shall have been fully released and discharged of their obligations under the Amended Receivables Purchase Agreement; and (iii) evidence no Early Amortization Event, Potential Amortization Event, Servicer Default or event which, with the passage of time or the foregoing satisfactory to giving of notice, or both, would constitute an Servicer Default has occurred and is continuing, or would result from the Agenttransactions contemplated by this Amendment, acting reasonablythe AGCO Finance Purchase Agreement, shall have been received by the Agent. The foregoing conditions precedent are inserted for Servicing Agreement or the sole benefit of the Lenders and Intercreditor Agreement. (k) Such other documents, approvals or opinions as the Agent and or an Administrator may be waived in writing by the Lenders, in whole or in part (with or without terms and conditions)reasonably request.

Condition Precedent. The effectiveness of the amendments and supplements to the Credit Agreement contained in herein shall be effective uponsubject to the prior satisfaction, and shall be subject toon or before the date hereof, of the following conditions precedent:. (a) the Borrower shall have paid to the Agent, for each Lender, all fees agree to in writing Execution and delivery by the Borrower including Borrowers and the fees required to be paid pursuant to Sections 3.1 and 3.2 hereof;Lender of this Amendment. (b) the Borrower The Lender shall have delivered received evidence that American Capital shall have purchased at least $500,000 in additional subordinate notes (the "Additional Subordinated Loan") on terms and pursuant to documentation in form, scope and substance satisfactory to the Agent a current certificate Lender in all respects. Without limiting the generality of compliance in respect the requirement that the terms of its jurisdiction of incorporation, certified copies of its constating documents, by-laws (or a certification there have been no changes to such documents since December 11, 2009) and the resolutions authorizing this Agreement and the transactions hereunder and an Officer’s Certificate as Additional Subordinated Loan be satisfactory to the incumbency Lender, the note evidencing such loan shall expressly provide, on terms satisfactory to the Lender, that it is subordinated to the Obligations, and such loan shall be fully subordinated to the Obligations pursuant to a subordination agreement in form, scope and substance satisfactory to the Lender. The proceeds of the officers thereof signing this agreement;Additional Subordinated Loan shall be applied to the amounts due under the Revolving Credit Loans. In addition, American Capital or its assignee shall be issued additional subordinated notes in the amount of and in lieu of the cash interest payment due and owing on July 31, 2000 on the Subordinated Debt, which notes shall also be considered to be the Additional Subordinated Loan. (c) the Agent and the Lenders The Lender shall have received legal opinions from counsel a copy of the fully executed Amendment No. 2 to Note and Equity Purchase Agreement among the Borrower and American Capital Stategies, Ltd. and ACS Funding Trust I in form, scope and substance satisfactory to the Borrower respecting this Agreement and the transactions contemplated hereby in form and substance as may be required by the Agent, acting reasonably;Lender. (d) no Default or Event of Default The Lender shall have occurred and be continuing and the representations and warranties contained in Section 8.1 of the Credit Agreement shall be true and correct in all material respects and received from the Borrower shall have delivered to the Agent an Officer’s Certificate confirming the same;a thirteen (13) week rolling cash flow forecast dated as of June 23, 2000. (e) no consents, approvals or authorizations are required for the increase in the Credit Facility (except for those that have been unconditionally obtained and are in full force and effect, unamended) and the Borrower The Lender shall have delivered to the Agent an Officer’s Certificate confirming the same; and (f) (i) all obligations outstanding under the term credit agreement made as of September 25, 2001 between the Borrower, the persons party thereto as lenders and the Agent, as agent of such lenders (as amended and supplemented to the date hereof, the “Existing Term Credit Agreement”) shall have been paid or repaid, (ii) the Existing Term Credit Agreement shall be cancelled or matured and all guarantees and security entered into in connection therewith (if any) shall have been fully released and discharged and (iii) evidence received a copy of the foregoing fully executed Vineland Purchase and Sale Agreement in form, scope and substance satisfactory to the Agent, acting reasonably, shall have been received by the Agent. The foregoing conditions precedent are inserted for the sole benefit of the Lenders and the Agent and may be waived in writing by the Lenders, in whole or in part (with or without terms and conditions)Lender.

Condition Precedent. (i) The amendments obligations of the JV Parties to subscribe for the Subscription Shares under the JVSA is conditional upon the fulfilment of the condition(s) precedent under the SPA upon the terms and supplements to the Credit Agreement conditions contained in herein shall be effective upon, and shall be subject to, the following conditions precedenttherein (“Condition Precedent”). These are: (a) the Borrower shall have paid approval or letter of no objection from the Economic Planning Unit, Prime Minister’s Department (“EPU”) pursuant to the AgentEPU guidelines for the acquisition of the Property by PPSB from GASB, which was dated 25 June 2020 and being obtained on 30 June 2020; and (b) the approval from the appropriate authorities, as required under Section 433B of the National Land Code, 1965 for each Lenderthe acquisition of the Property by PPSB from GASB, all fees agree to in writing which was dated 27 July 2020 and being obtained on 26 August 2020. (ii) If the Condition Precedent is not fulfilled within six (6) months from the date of the JVSA or such extended period as may be mutually agreed upon by the Borrower JV Parties (“Conditional Period”), the JVSA shall terminate subject to the provisions below: Upon the termination of the JVSA: (a) PPSB shall within fourteen (14) days from the date of termination, refund to PSSB all monies paid by PSSB to or for the account of PPSB free from all interest, including but not limited to all payment(s) made under the fees required to be paid pursuant to Sections 3.1 and 3.2 hereofSPA; (b) the Borrower SVSB and PVSB shall have delivered reimburse PSSB according to the Agent a current certificate Shareholding Proportion, for all fees, charges, taxes, disbursements, costs and/or expenses paid or incurred by PSSB relating and/or incidental to the Proposed Acquisition, the proposed development of compliance in respect of its jurisdiction of incorporation, certified copies of its constating documents, by-laws the Property by PPSB (or a certification there have been no changes to such documents since December 11, 2009“Proposed Development”) and the resolutions authorizing this Agreement entry and the transactions hereunder and an Officer’s Certificate as to the incumbency performance of the officers thereof signing this agreement;JVSA, within fourteen (14) days from the date of termination; and (c) thereafter, all rights, obligations and liabilities of the Agent JV Parties hereunder shall cease to have effect and none of the Lenders JV Parties shall have received legal opinions from counsel to any claim against the Borrower respecting this Agreement and the transactions contemplated hereby in form and substance as may be required by the Agentother for costs, acting reasonably; (d) no Default damages, compensation or Event of Default shall have occurred and be continuing and the representations and warranties contained in Section 8.1 of the Credit Agreement shall be true and correct in all material respects and the Borrower shall have delivered to the Agent an Officer’s Certificate confirming the same; (e) no consents, approvals or authorizations are required otherwise save for the increase in the Credit Facility (except for those that have been unconditionally obtained and are in full force and effect, unamended) and the Borrower shall have delivered to the Agent an Officer’s Certificate confirming the same; and (f) (i) all obligations outstanding under the term credit agreement made as of September 25, 2001 between the Borrower, the persons party thereto as lenders and the Agent, as agent of such lenders (as amended and supplemented to the date hereof, the “Existing Term Credit Agreement”) shall have been paid or repaid, (ii) the Existing Term Credit Agreement shall be cancelled or matured and all guarantees and security entered into in connection therewith (if any) shall have been fully released and discharged and (iii) evidence of the foregoing satisfactory to the Agent, acting reasonably, shall have been received by the Agent. The foregoing conditions precedent are inserted for the sole benefit of the Lenders and the Agent and may be waived in writing by the Lenders, in whole or in part (with or without terms and conditions)any antecedent breaches.

Condition Precedent. The amendments and supplements to This Amendment shall become effective on the Credit Agreement contained in herein shall be effective upon, and shall be subject to, date (the "Amendment Effective Date") on which the following conditions precedentprecedent shall have been satisfied: (a) the Borrower shall have paid to the Agent, for each Lender, all fees agree to in writing receipt by the Borrower including Administrative Agent of this Amendment, executed and delivered by duly authorized officers of the fees required to be paid pursuant to Sections 3.1 Required Lenders and 3.2 hereofthe Borrowers and acknowledged by each of the Guarantors; (b) receipt by the Borrower shall have delivered Administrative Agent of the First Amendment to the Agent a current certificate of compliance in respect of its jurisdiction of incorporationSecurity Agreement, certified copies of its constating documents, by-laws (or a certification there have been no changes to such documents since December 11, 2009) executed and the resolutions authorizing this Agreement and the transactions hereunder and an Officer’s Certificate as to the incumbency delivered by duly authorized officers of the officers thereof signing this agreementBorrowers, substantially in the form of Exhibit A attached hereto; (c) receipt by the Administrative Agent of an Officer's Certificate from each Borrower, executed by the President or any Vice President and the Lenders shall have received legal opinions from counsel Secretary or any Assistant Secretary of such Borrower, stating that after giving effect to this Amendment, (i) all the Borrower respecting this representations and warranties contained in the Credit Agreement and the transactions contemplated hereby in form other Loan Documents will be true and substance as may be required by the Agentcorrect, acting reasonably; (dii) no Default or Event of Default shall will have occurred and be continuing continuing, (iii) there has been no change to the certificate of incorporation and the representations and warranties contained in Section 8.1 by-laws of such Borrower as of the Credit Agreement Closing Date, (iv) there has been no change to such Borrower's state of organization from its state of organization as of the Closing Date, and (v) such Borrower has not created any Subsidiaries from and after the Closing Date without notifying the Administrative Agent, all of which statements shall be true and correct in all material respects and as of the Borrower shall have delivered Amendment Effective Date; (d) receipt by the Administrative Agent of an executed legal opinion of Faust, Rabbach & Oppenheim, LLP, counsel to the Agent an Officer’s Certificate confirming Borrowers, in form a▇▇ ▇▇bstance sati▇▇▇▇▇▇▇▇ to the sameAdministrative Agent; (e) no consentsreceipt by the Administrative Agent of a side letter regarding the sale or other disposition of certain non-core assets of the Borrowers, approvals or authorizations are required for duly executed and delivered by the increase in the Credit Facility (except for those that have been unconditionally obtained and are in full force and effect, unamended) and the Borrower shall have delivered Borrowers to the Lenders, in form and substance satisfactory to the Administrative Agent; (f) receipt by the Administrative Agent an Officer’s Certificate confirming of the sameAmendment Fee; and (fg) (i) all obligations outstanding under receipt by the term credit agreement made as Administrative Agent of September 25, 2001 between the Borrower, the persons party thereto as lenders and the Agent, as agent of such lenders (as amended and supplemented to the date hereof, the “Existing Term Credit Agreement”) shall have been paid or repaid, (ii) the Existing Term Credit Agreement any other documents relating hereto that shall be cancelled or matured and all guarantees and security entered into in connection therewith (if any) shall have been fully released and discharged and (iii) evidence of the foregoing satisfactory to the Agent, acting reasonably, shall have been received reasonably requested by the Administrative Agent. The foregoing conditions precedent are inserted for the sole benefit of the Lenders and the Agent and may be waived in writing by the Lenders, in whole or in part (with or without terms and conditions).

Condition Precedent. Upon the satisfaction of the following condition precedent, this Amendment shall become effective as of and with effect from and after the date first above written: 4.1. The amendments Borrower, the Guarantors, the Agent and supplements the Lenders (including the Departing Lender and each Continuing Lender) shall have executed and delivered this Amendment. 4.2. The Agent shall have received for each New Lender a Revolving Note evidencing the Revolving Loans made or to be made by such New Lender in the amount of such New Lender's Revolving Credit Commitment as set forth on Schedule 1 hereto (such Revolving Note to be in the form attached to the Credit Agreement contained in herein as Exhibit D-1 with appropriate insertions). 4.3. The Agent shall be effective upon, and shall be subject tohave received for each Continuing Lender (other than New Lenders), the following conditions precedent:Revolving Credit Commitment of which is increased hereby, a replacement Revolving Note evidencing the Revolving Loans made or to be made by such Lender in the amount of its Revolving Credit Commitment as set forth on Schedule 1 hereto (such Revolving Note to be in the form attached to the Credit Agreement as Exhibit D-1 with appropriate insertions). (a) 4.4. The Agent shall have received from the Borrower shall have paid to the Agent, for each Lender, all such fees agree to in writing by the Borrower including the fees as are required to be paid pursuant to Sections 3.1 and 3.2 hereof; (b) the Borrower shall have delivered to the Agent terms of a current certificate of compliance in respect of its jurisdiction of incorporation, certified copies of its constating documents, by-laws (or a certification there have been no changes to such documents since December 11, 2009) and the resolutions authorizing this Agreement and the transactions hereunder and an Officer’s Certificate as to the incumbency of the officers thereof signing this agreement; (c) letter between the Agent and the Lenders Borrower dated May 17, 2004. 4.5. Legal matters incident to the execution and delivery of this Amendment shall be satisfactory to the Agent and its counsel; and the Agent shall have received legal opinions from for each Lender the favorable written opinion of counsel to the Borrower respecting this Agreement and the transactions contemplated hereby Borrower, in form and substance as may be required by the Agent, acting reasonably; (d) no Default or Event of Default shall have occurred and be continuing and the representations and warranties contained in Section 8.1 of the Credit Agreement shall be true and correct in all material respects and the Borrower shall have delivered to the Agent an Officer’s Certificate confirming the same; (e) no consents, approvals or authorizations are required for the increase in the Credit Facility (except for those that have been unconditionally obtained and are in full force and effect, unamended) and the Borrower shall have delivered to the Agent an Officer’s Certificate confirming the same; and (f) (i) all obligations outstanding under the term credit agreement made as of September 25, 2001 between the Borrower, the persons party thereto as lenders and the Agent, as agent of such lenders (as amended and supplemented to the date hereof, the “Existing Term Credit Agreement”) shall have been paid or repaid, (ii) the Existing Term Credit Agreement shall be cancelled or matured and all guarantees and security entered into in connection therewith (if any) shall have been fully released and discharged and (iii) evidence of the foregoing reasonably satisfactory to the Agent, acting reasonablyas to such legal matters. 4.6. The Agent shall have received for each Lender copies of resolutions of the Borrower's and each Guarantor's Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Amendment and (in the case of the Borrower) the new Revolving Notes delivered in conjunction herewith and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on the Borrower's and each Guarantor's behalf, all certified in each instance by its Secretary or Assistant Secretary. 4.7. The Agent shall have received (i) all financial statements required to be delivered on or prior to the date hereof pursuant to the terms of Section 8.5 of the Credit Agreement and (ii) projections prepared by the Borrower for the three fiscal years ending on September 30, 2007, which shall be in form and substance satisfactory to the Lenders. 4.8. The Departing Lender shall have been received by paid all principal and accrued but unpaid interest and commitment, letter of credit or other fees or amounts outstanding or accrued and unpaid as of the Agenteffective date hereof. 4.9. Each Continuing Lender shall have been paid an amount (if any) equal to the excess of the principal amount of Loans outstanding to it immediately prior to the effectiveness of this Amendment over the principal amount of Loans outstanding to it immediately after the effectiveness of this Amendment, together with all accrued but unpaid interest and fees owing to it under the Credit Agreement as of the date hereof. 4.10. The foregoing conditions precedent are inserted for the sole benefit Borrower shall have paid to each Lender all amounts (if any) due to it under Section 1.11 of the Lenders and Credit Agreement as a result of any repayment to such Lender of Eurodollar Loans or Swing Loans in connection with the Agent and may be waived in writing by the Lenderseffectiveness of this Amendment. 4.11. Since March 31, in whole or in part (with or without terms and conditions)2004, there shall have been no Material Adverse Effect.

Condition Precedent. The amendments and supplements post-petition effectiveness of the Lease as amended by this Fifth Amendment is subject to the Credit Agreement contained in herein shall be effective upon, and shall be subject to, the following conditions precedent: (a) the Borrower shall have paid to the Agent, for each Lender, all fees agree to in writing by the Borrower including the fees required to be paid pursuant to Sections 3.1 and 3.2 hereof; (b) the Borrower shall have delivered to the Agent a current certificate of compliance in respect of its jurisdiction of incorporation, certified copies of its constating documents, by-laws (or a certification there have been no changes to such documents since December 11, 2009) and the resolutions authorizing this Agreement and the transactions hereunder and an Officer’s Certificate as to the incumbency of the officers thereof signing this agreement; (c) the Agent and the Lenders shall have received legal opinions from counsel to the Borrower respecting this Agreement and the transactions contemplated hereby in form and substance as may be required by the Agent, acting reasonably; (d) no Default or Event of Default shall have occurred and be continuing and the representations and warranties contained in Section 8.1 of the Credit Agreement shall be true and correct in all material respects and the Borrower shall have delivered to the Agent an Officer’s Certificate confirming the same; (e) no consents, approvals or authorizations are required for the increase in the Credit Facility (except for those that have been unconditionally obtained and are in full force and effect, unamended) and the Borrower shall have delivered to the Agent an Officer’s Certificate confirming the same; and (f) : (i) all obligations outstanding under Tenant shall have filed with the term credit agreement made as Bankruptcy Court a motion, in form acceptable to Landlord, to approve Tenant's assumption of September 25, 2001 between the Borrower, the persons party thereto as lenders and the Agent, as agent of such lenders (Lease as amended and supplemented hereby (including the License Agreement attached as Exhibit A to the date hereoforiginal Lease), authorize Tenant's payment to Landlord of $55,896.00 in pre-petition debt, authorize Landlord to retain the “Existing Term Credit Agreement”$190,000 security deposit in connection with Landlord's execution of this Fifth Amendment; (ii) an Order shall have been paid or repaidentered by the Bankruptcy Court authorizing Tenant to assume this Lease as amended by this Fifth Amendment (including the License Agreement attached as Exhibit A to the original Lease) and approving Tenant's assumption motion (the "Lease Approval Order"); (iii) Tenant agrees not to challenge Landlord's unsecured claim of $1,990,322.69 (calculated in accordance with Section 502(b)(6)(A) of the U.S. Bankruptcy Code), which represents the damages Landlord has asserted based on Tenant partial termination of the Lease; (iiiv) Tenant shall have filed a motion requesting authorization from the Existing Term Credit Agreement shall be cancelled or matured Bankruptcy Court to resolve the dispute between Tenant and all guarantees T.D. Industries, Inc. and security entered into discharge the mechanics lien filed by T.D. Industries, Inc. in connection therewith the amount of $6470.15 (if anythe "Lien Amounts") for work performed on the Premises; and (v) an order shall have been fully released and discharged and (iii) evidence entered by the Bankruptcy Court authorizing Tenant's payment of the foregoing satisfactory to the Agent, acting reasonably, shall have been received by the Agent. The foregoing conditions precedent are inserted for the sole benefit of the Lenders and the Agent and may be waived in writing by the Lenders, in whole or in part (with or without terms and conditions)Lien Amounts.

Condition Precedent. The amendments and supplements Tenant's right to expand into the Credit Agreement contained Fourth Expansion ------------------- Space provided for in herein this Amendment shall be effective upon, of no force and shall be subject to, the following conditions precedent: effect unless and until (a) the Borrower shall have paid to the Agent, for each Lender, all fees agree to in writing by the Borrower including the fees required to be paid pursuant to Sections 3.1 and 3.2 hereof; (b) the Borrower shall have delivered to the Agent a current certificate of compliance in respect Landlord has entered into an amendment of its jurisdiction of incorporationlease with BNY Information Services, certified copies of its constating documentsInc. ("BNY"), by-laws (or a certification there have been no changes to such documents since December 11, 2009) and the resolutions authorizing this Agreement and the transactions hereunder and an Officer’s Certificate as to the incumbency of the officers thereof signing this agreement; (c) the Agent and the Lenders shall have received legal opinions from counsel to the Borrower respecting this Agreement and the transactions contemplated hereby in form and substance as may be required by acceptable to Landlord in its sole discretion, in which amendment BNY agrees to surrender its rights to the AgentFourth Expansion Space, acting reasonably; and (db) no Default Exxon Mobil Corporation ("Exxon") has elected, or Event of Default shall has been deemed to have occurred and be continuing and elected, not to lease the representations and warranties contained in Section 8.1 Fourth Expansion Space pursuant to the terms of the Credit Agreement shall be true and correct in all material respects and the Borrower shall have delivered to the Agent an Officer’s Certificate confirming the same; Exxon Lease (e) no consents, approvals or authorizations are required for the increase defined below in the Credit Facility (except for those that have been unconditionally obtained and are in full force and effect, unamended) and the Borrower shall have delivered attached Rider 3). If Landlord fails to the Agent an Officer’s Certificate confirming the same; and (f) (i) all obligations outstanding under the term credit agreement made as of September 25, 2001 between the Borrower, the persons party thereto as lenders and the Agent, as agent satisfy both of such lenders conditions (as amended and supplemented to the"Conditions Precedent") on or before the date hereoffifty (50) days after the Effective Date (the "Cancellation Date"), the “Existing Term Credit Agreement”) shall have been paid or repaidthen Tenant, (ii) the Existing Term Credit Agreement shall be cancelled or matured and all guarantees and security entered into in connection therewith (if any) shall have been fully released and discharged and (iii) evidence of the foregoing satisfactory to the Agent, acting reasonablyat Tenant's option, shall have been received by the Agent. The foregoing conditions precedent are inserted for the sole benefit right to cancel Tenant's lease of the Lenders Fourth Expansion Space if the Conditions Precedent are not satisfied within ten (10) days after notice to Landlord given on or after the Cancellation Date, without affecting this Amendment in any other respect except as hereinafter provided. In the event the Conditions Precedent are not satisfied or Tenant cancels its right to expand into the Fourth Expansion Space pursuant to the provisions of this paragraph, Tenant's Pro Rata Share Percentage and the Agent and may Finish Allowance shall be waived in writing by adjusted to take into consideration the Lenders, in whole or in part (with or without terms and conditions)deletion of the Fourth Expansion Space.

Condition Precedent. The amendments and supplements to This Amendment shall become effective on the Credit Agreement contained in herein shall be effective upon, and shall be subject to, date (the “Amendment No. 1 Effective Date”) that each of the following conditions precedent:have been satisfied or waived by the Lenders party hereto. 4.01 The Administrative Agent shall have received executed counterparts of this Amendment from the Obligors, Administrative Agent, the Required Lenders, each New Lender (aas defined below) and other Lender increasing its Revolving Commitment in connection with this Amendment. 4.02 The Administrative Agent shall have received a funds flow memorandum, in form and substance reasonably satisfactory to the Lenders. 4.03 The Administrative Agent shall have received the results of a recent lien search in each jurisdiction reasonably requested by the Administrative Agent with respect to each Obligor. 4.04 The Administrative Agent shall have received evidence reasonably satisfactory to it that the Secured Convertible Notes due 2025 and Secured Notes due 2025 have been redeemed, repaid or converted in full and all related Liens have been released. 4.05 The Borrower shall have paid all upfront fees, compensation and expenses (including, without limitation, legal fees and expenses) of the Lenders and their counsel due and payable pursuant to the AgentAmended Credit Agreement as of the Effective Date and as set forth in the funds flow memorandum delivered pursuant to Section 4.02 above. 4.06 The Administrative Agent shall have received: (A) a certificate of each Obligor, dated the Amendment No. 1 Effective Date and executed by its Secretary or Assistant Secretary, which shall: (x) certify the resolutions of its Board of Directors, members or other governing body authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to which it is a party; (y) identify by name and title and bear the signatures of the officers of such Obligor authorized to sign this Amendment and the other Loan Documents to which it is a party; and (z) contain appropriate attachments, including the charter, articles or certificate of organization or incorporation of such Obligor certified by the relevant authority of the jurisdiction of organization of such Obligor and a true and correct copy of its bylaws or operating, management or partnership agreement, or other organizational or governing documents; and (B) a good standing certificate for each Lender, all fees agree to in writing by the Borrower including the fees required to be paid pursuant to Sections 3.1 and 3.2 hereof; (b) the Borrower shall have delivered to the Agent a current certificate of compliance in respect of Obligor from its jurisdiction of incorporationorganization. 4.07 The Administrative Agent, certified copies of its constating documents, by-laws (or a certification there have been no changes to such documents since December 11, 2009) Issuing Banks and the resolutions authorizing this Agreement and the transactions hereunder and an Officer’s Certificate as to the incumbency of the officers thereof signing this agreement; (c) the Agent and the Lenders shall have received a customary legal opinions opinion from counsel to the Borrower respecting this Agreement and the transactions contemplated hereby ▇▇▇▇▇▇▇ North ▇▇▇▇▇▇ & ▇▇▇▇▇, PC LLO, in form and substance as may be required by the Agent, acting reasonably; (d) no Default or Event of Default shall have occurred and be continuing and the representations and warranties contained in Section 8.1 of the Credit Agreement shall be true and correct in all material respects and the Borrower shall have delivered to the Agent an Officer’s Certificate confirming the same; (e) no consents, approvals or authorizations are required for the increase in the Credit Facility (except for those that have been unconditionally obtained and are in full force and effect, unamended) and the Borrower shall have delivered to the Agent an Officer’s Certificate confirming the same; and (f) (i) all obligations outstanding under the term credit agreement made as of September 25, 2001 between the Borrower, the persons party thereto as lenders and the Agent, as agent of such lenders (as amended and supplemented to the date hereof, the “Existing Term Credit Agreement”) shall have been paid or repaid, (ii) the Existing Term Credit Agreement shall be cancelled or matured and all guarantees and security entered into in connection therewith (if any) shall have been fully released and discharged and (iii) evidence of the foregoing reasonably satisfactory to the Administrative Agent, acting reasonably, shall have been received by the Agent. The foregoing conditions precedent are inserted for the sole benefit of the Lenders and the Agent and may be waived in writing by the Lenders, in whole or in part (with or without terms and conditions).

Condition Precedent. The amendments Pursuant to that certain Lease Agreement dated as of July 20, 2009 (the “Existing Lease”), between Landlord, and supplements ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, an individual (the “Existing Tenant”), Landlord is currently leasing to the Credit Agreement Existing Tenant and the Existing Tenant is currently leasing from Landlord the Cafeteria Space. Landlord and the Existing Tenant are currently in the process of negotiating an early termination agreement (herein, the “Early Termination Agreement”) whereby the Existing Lease with respect to the entire Cafeteria Space shall be terminated on December 7, 2011 (herein, the “Early Termination Date”). In addition, Tenant and the Existing Tenant are currently negotiating a separate written agreement (the “Café Agreement”) whereby, among other things, the Existing Tenant will assign and transfer to Tenant all of the Existing Tenant’s rights, title and interest in and to the Transferred Existing FF&E (as defined below). Notwithstanding anything to the contrary contained in herein the Lease (as amended hereby), it shall be effective upon, and shall be subject to, the following conditions precedent: (a) the Borrower shall have paid a condition precedent to the Agenteffectiveness of this Second Amendment (other than the provisions of this Section 2 and Sections 12, for each Lender13 and 14 below) that, all fees agree to in writing by on or before the Borrower including the fees required to be paid pursuant to Sections 3.1 and 3.2 hereof; (b) the Borrower shall have delivered day immediately prior to the Agent a current certificate of compliance in respect of its jurisdiction of incorporationEarly Termination Date, certified copies of its constating documents, by-laws (or a certification there have been no changes to such documents since December 11, 2009) and the resolutions authorizing this Agreement and the transactions hereunder and an Officer’s Certificate as to the incumbency of the officers thereof signing this agreement; (c) the Agent and the Lenders shall have received legal opinions from counsel to the Borrower respecting this Agreement and the transactions contemplated hereby in form and substance as may be required by the Agent, acting reasonably; (d) no Default or Event of Default shall have occurred and be continuing and the representations and warranties contained in Section 8.1 of the Credit Agreement shall be true and correct in all material respects and the Borrower shall have delivered to the Agent an Officer’s Certificate confirming the same; (e) no consents, approvals or authorizations are required for the increase in the Credit Facility (except for those that have been unconditionally obtained and are in full force and effect, unamended) and the Borrower shall have delivered to the Agent an Officer’s Certificate confirming the same; and (f) (i) all obligations outstanding under the term credit agreement made as of September 25, 2001 between the Borrower, the persons party thereto as lenders Landlord and the AgentExisting Tenant mutually execute and deliver the Early Termination Agreement, as agent of such lenders (as amended and supplemented to the date hereof, the “Existing Term Credit Agreement”) shall have been paid or repaid, (ii) Tenant and the Existing Term Credit Agreement Tenant mutually execute and deliver the Café Agreement. If such condition is not timely satisfied, this Second Amendment (other than the provisions of this Section 2 and Sections 12, 13 and 14 below) shall thereupon automatically terminate. Tenant hereby agrees that until such condition is timely satisfied, (A) Landlord shall have no obligation to expend or disburse any funds in connection with this Second Amendment or perform any obligations imposed upon Landlord under this Second Amendment, and (B) all costs incurred by Tenant in connection with this Second Amendment shall be cancelled or matured and all guarantees and security entered into in connection therewith (if any) shall have been fully released and discharged and (iii) evidence of the foregoing satisfactory to the Agentpaid for by Tenant, acting reasonablyat Tenant’s expense, shall have been received by the Agent. The foregoing conditions precedent are inserted for the sole benefit of the Lenders and the Agent and may be waived in writing by the Lenders, in whole or in part (with or without terms and conditions)reimbursement from Landlord.

Condition Precedent. 4.1 The amendments sale and supplements purchase of the Shares is conditional on the Antitrust Clearance being granted (the Condition). 4.2 Subject to the Credit Agreement contained co-operation of the Seller in herein shall be effective upon, and shall be subject toaccordance with the provisions of subclause 4.5, the Purchaser shall procure the filing of the necessary clearance and approval applications for the Antitrust Clearance as soon as reasonably practicable following conditions precedentthe date hereof and in any event within two weeks of the date hereof. 4.3 The Purchaser shall use its best endeavours to procure that the Condition is satisfied on or before the date which is five months from the date on which the filing of the necessary clearance and approval applications for the Antitrust Clearance is made pursuant to subclause 4.2 (the Long Stop Date). 4.4 The Purchaser undertakes to keep the Seller informed as to progress towards satisfaction of the Condition and, insofar as they relate to the satisfaction of the Condition, undertakes to: (a) promptly notify the Borrower shall Seller and provide copies of any communications from any Competition Authority where such communications have paid not been independently or simultaneously supplied to the Agent, for each Lender, all fees agree to in writing by the Borrower including the fees required to be paid pursuant to Sections 3.1 and 3.2 hereofSeller; (b) provide the Borrower shall have delivered to Seller (or advisers nominated by the Agent a current certificate of compliance in respect of its jurisdiction of incorporation, certified Seller) with draft copies of its constating documents, by-laws all submissions and communications to any Competition Authority at such time as will allow the Seller a reasonable opportunity to provide comments on those submissions and communications before they are submitted or sent and as soon as reasonably practicable provide the Seller (or a certification there have been no changes to such documents since December 11, 2009nominated advisers) with copies of such submission and communications in the resolutions authorizing this Agreement and the transactions hereunder and an Officer’s Certificate as to the incumbency of the officers thereof signing this agreement;form submitted or sent; and (c) provide the Agent Seller with a meeting note of any meeting with any Competition Authority, provided that nothing in this subclause 4.4 shall require the Purchaser to disclose to the Seller any information which is of a confidential nature or is subject to duties of confidentiality in respect of the Purchaser or any shareholder in the Purchaser (or any holding company of the Purchaser), and any other company in which any such shareholder is an investor or any adviser, manager or general partner of such a shareholder. 4.5 The Seller undertakes to co-operate with the Purchaser and provide all information and assistance reasonably required by any Competition Authority as soon as reasonably practicable upon being requested to do so by the Purchaser. 4.6 If the Condition is not satisfied on or before the Long Stop Date: (a) except for this subclause, clauses 1, 12, 13, 14, 15, 18, 19.3, 19.4, 20, 21 and 22 and the Lenders shall have received legal opinions from counsel to provisions of Schedule 1, all the Borrower respecting provisions of this Agreement shall lapse and the transactions contemplated hereby in form and substance as may be required by the Agent, acting reasonably; (d) no Default or Event of Default shall cease to have occurred and be continuing and the representations and warranties contained in Section 8.1 of the Credit Agreement shall be true and correct in all material respects and the Borrower shall have delivered to the Agent an Officer’s Certificate confirming the same; (e) no consents, approvals or authorizations are required for the increase in the Credit Facility (except for those that have been unconditionally obtained and are in full force and effect, unamended) and the Borrower shall have delivered to the Agent an Officer’s Certificate confirming the same; and (fb) (i) all obligations outstanding neither the lapsing of those provisions nor their ceasing to have effect shall affect any accrued rights or liabilities of any party in respect of damages for non-performance of any obligation under the term credit agreement made as of September 25, 2001 between the Borrower, the persons party thereto as lenders this Agreement falling due for performance prior to such lapse and the Agent, as agent of such lenders (as amended and supplemented to the date hereof, the “Existing Term Credit Agreement”) shall have been paid or repaid, (ii) the Existing Term Credit Agreement shall be cancelled or matured and all guarantees and security entered into in connection therewith (if any) shall have been fully released and discharged and (iii) evidence of the foregoing satisfactory to the Agent, acting reasonably, shall have been received by the Agent. The foregoing conditions precedent are inserted for the sole benefit of the Lenders and the Agent and may be waived in writing by the Lenders, in whole or in part (with or without terms and conditions)cessation.

Condition Precedent. The amendments Buyer's obligation to purchase the Shares and supplements to consummate the Credit transactions contemplated in the Agreement contained in herein shall be effective upon, and at Closing shall be subject to, to the fulfillment of each of the following conditions precedentconditions: (ai) the Borrower shall have paid to the Agent, for each Lender, all fees agree to in writing by the Borrower including the fees required to be paid pursuant to Sections 3.1 and 3.2 hereof; (b) the Borrower shall have delivered to the Agent a current certificate of compliance in respect of its jurisdiction of incorporation, certified copies of its constating documents, by-laws (or a certification there have been no changes to such documents since December 11, 2009) and the resolutions authorizing this Agreement and the transactions hereunder and an Officer’s Certificate as to the incumbency of the officers thereof signing this agreement; (c) the Agent and the Lenders shall have received legal opinions from counsel to the Borrower respecting this Agreement and the transactions contemplated hereby in form and substance as may be required by the Agent, acting reasonably; (d) no Default or Event of Default shall have occurred and be continuing and the representations and warranties of the Sellers contained in Section 8.1 of the Credit Agreement shall be true and correct accurate in all material respects as of the date hereof and as of the Borrower shall have delivered to the Agent an Officer’s Certificate confirming the sameClosing Date, except for such inaccuracies or breaches specifically waived in writing by Buyer; (eii) no consentsthe Sellers shall have performed and complied with all agreements, approvals covenants and undertakings (including all covenants set forth in ARTICLE IX HEREOF) required by the Agreement to be performed or authorizations are required complied with by the Sellers, prior to or at the Closing Date; (iii) the Sellers shall have caused the Subsidiary to deliver to the Buyer all of the Subsidiary's employment agreements and the Buyer shall have been satisfied that these agreements do not create liabilities for the increase Subsidiary which are not customary and reasonable for a company of that size with that principal place of business in the Credit Facility pharmaceutical industry in respect of employees such as those with whom these agreements have been entered into; (iv) from the date hereof to the Closing Date, no Material Adverse Effect and no material disruption or change in the regulatory conditions or requirements applicable to each of the Companies shall have occurred; (v) the Buyer and Laphal Industrie will have entered into a non-compete agreement in the form attached as EXHIBIT X.1.(V) pursuant to which Laphal Industrie shall undertake that, except for those that sales to the Buyer and/or any of its Affiliates or the Subsidiary as contemplated by the manufacturing agreement between Laphal Industrie and the Subsidiary, Laphal Industrie shall not, directly or indirectly, develop, manufacture market, distribute and/or sell Thalidomide in any form or presentation including unfinished product or active ingredient, in any country of the world for a period of ten (10) years after the Closing Date; (vi) the Buyer and ▇▇▇ Publimepharm shall have entered into a trademark sale and purchase agreement pursuant to which ▇▇▇ Publimepharm shall sell to Buyer or its assignee the trademark "Triacana" in the form attached hereto as EXHIBIT X.1(VI); and (vii) all Governmental Entity approvals and third party consents required in connection with the performance of the Agreement, including the consents referred to in ARTICLE VII.16, shall have been unconditionally duly obtained and are in full force and effect, unamended) and the Borrower shall have delivered to the Agent an Officer’s Certificate confirming the same; and (f) (i) all obligations outstanding under the term credit agreement made as of September 25, 2001 between the Borrower, the persons party thereto as lenders and the Agent, as agent of such lenders (as amended and supplemented to the date hereof, the “Existing Term Credit Agreement”) shall have been paid or repaid, (ii) the Existing Term Credit Agreement shall be cancelled or matured and all guarantees and security entered into in connection therewith (if any) shall have been fully released and discharged and (iii) evidence of the foregoing satisfactory to the Agent, acting reasonably, shall have been received by the Agent. The foregoing conditions precedent are inserted for the sole benefit of the Lenders and the Agent and may be waived in writing by the Lenders, in whole or in part (with or without terms and conditions)effect on Closing Date.

Condition Precedent. The amendments and supplements to the Credit Agreement contained in herein This Amendment shall be become effective upon, and shall be subject to, upon completion or satisfaction of the following conditions precedentin the Lender’s determination: (ai) The execution and delivery of this Amendment by the Borrower Borrowers and the Lender. (ii) The execution and delivery of the Second Amended and Restated Daily Adjusting LIBOR Note substantially in the form attached hereto as Exhibit A. (iii) The execution and delivery of that certain letter agreement dated as of the date hereof with respect to certain fees by the Borrowers and agreed to and accepted by the Lender (the “Fee Letter”). (iv) The Borrowers shall have paid to the AgentLender the fees in immediately available funds in the amount stated in the Fee Letter. The Borrowers acknowledge that such fees shall be paid in addition to the Nonusage Fee due and payable in accordance with Section 3.1 of the Loan Agreement during the term of the Loan. (v) The execution and delivery of that certain letter agreement dated as of the date hereof with respect to the Lender’s waiver of certain rights in connection with that certain Redemption Letter dated as of November 7, for each Lender2011 between Lender and Centerline Holding Company, all fees agree and agreed to in writing and accepted by the Borrower including the fees required to be paid pursuant to Sections 3.1 and 3.2 hereof;Lender. (bvi) the Borrower The Borrowers shall have delivered to the Agent Lender the following, all in form and substance reasonably satisfactory to the Lender: (A) a current certificate of compliance in respect good standing of its jurisdiction each Borrower, dated no earlier than thirty (30) days prior to the date of incorporationthis Amendment; (B) a certificate of the Secretary of each Borrower dated as of the date of this Amendment and certifying as to the Certificate of Incorporation and By-Laws of each Borrower, certified copies the incumbency and signatures of its constating documentsofficers of each of the Borrowers executing this Amendment, by-laws (the Second Amended and Restated Daily Adjusting LIBOR Note or a certification there have been no changes to such documents since December 11, 2009) otherwise acting on behalf of each Borrower hereunder and the resolutions authorizing this Agreement and the transactions hereunder contemplated by this Amendment; and an Officer’s Certificate (C) a legal opinion of N▇▇▇▇ Peabody LLP, as to the incumbency of the officers thereof signing this agreement; (c) the Agent and the Lenders shall have received legal opinions from counsel to the Borrower respecting this Agreement Borrowers dated as of the date hereof, addressed to and the transactions contemplated hereby in form and substance as may be required by the Agent, acting reasonably; (d) no Default or Event of Default shall have occurred and be continuing and the representations and warranties contained in Section 8.1 of the Credit Agreement shall be true and correct in all material respects and the Borrower shall have delivered to the Agent an Officer’s Certificate confirming the same; (e) no consents, approvals or authorizations are required for the increase in the Credit Facility (except for those that have been unconditionally obtained and are in full force and effect, unamended) and the Borrower shall have delivered to the Agent an Officer’s Certificate confirming the same; and (f) (i) all obligations outstanding under the term credit agreement made as of September 25, 2001 between the Borrower, the persons party thereto as lenders and the Agent, as agent of such lenders (as amended and supplemented to the date hereof, the “Existing Term Credit Agreement”) shall have been paid or repaid, (ii) the Existing Term Credit Agreement shall be cancelled or matured and all guarantees and security entered into in connection therewith (if any) shall have been fully released and discharged and (iii) evidence of the foregoing reasonably satisfactory to the Agent, acting reasonably, Lender and its counsel. (vii) The Borrowers shall have been received by paid the Agent. The foregoing conditions precedent are inserted for Lender’s reasonable attorneys’ fees and expenses related to the sole benefit preparation, negotiation and closing of the Lenders and the Agent and may be waived in writing by the Lenders, in whole or in part (with or without terms and conditions)this Amendment.