Common use of Conditions Precedent to Effectiveness Clause in Contracts

Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all of the following conditions precedent have been satisfied: (a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent: (i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby; (ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby; (iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and (iv) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and (c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Date.

Conditions Precedent to Effectiveness. This The effectiveness of this Agreement (including is subject to the Commitments of condition precedent that the Lenders and the obligations of the Borrower hereunder) Administrator shall become effective ifhave received, on or before April 15the Closing Date, 2011, all each of the following conditions precedent have been satisfiedfollowing, in form and substance (including the date thereof) reasonably satisfactory to the Administrator: (a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a A counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to other Transaction Documents executed by the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent:parties thereto. (b) Certified copies of: (i) Certified copies of the resolutions of the Board board of Directors directors or equivalent managing body sole member of the Borrower approving Borrower, the transactions contemplated Originators and the Servicer authorizing the execution, delivery and performance by this Agreement the Borrower, such Originator and the Servicer, as the case may be, of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the other Transaction Documents to which it is a party and (ii) the organizational documents contemplated hereby;of the Borrower, each Originator and the Servicer. (iic) A certificate of the Secretary or an Assistant Secretary of Borrower the Borrower, the Originators and the Servicer certifying (A) the names and true signatures of the its officers of the Borrower who are authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true Transaction Documents. Until the Administrator and correct copies of the organizational documents of each Group Agent receives a subsequent incumbency certificate from the Borrower, in an Originator or the Servicer, as the case may be, the Administrator and each case in effect Group Agent shall be entitled to rely on the last such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance certificate delivered to it by the Borrower of this Agreement and Borrower, such Originator or the documents contemplated hereby;Servicer, as the case may be. (iiid) A certificate signed by either Favorable opinions, addressed to the chief financial officerAdministrator and each Group Agent in form and substance reasonably satisfactory to the Administrator and each Group Agent, principal accounting officer of The Law Offices of BosseLaw, PLLC, Cravath, Swaine & ▇▇▇▇▇ LLP or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and (iv) A favorable opinion of Case ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLPA Law Corporation, counsel for the Borrower, in form the Originators and substance the Servicer, covering such matters as the Administrator may reasonably acceptable to the Administrative Agent; andrequest, including, without limitation, organizational and enforceability matters and certain bankruptcy matters, certain UCC perfection and priority matters. (ce) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that Evidence of payment by the Borrower has paid of all accrued and unpaid fees (or will pay with the proceeds of the initial Credit Extensions) all fees andincluding those contemplated by each Group Fee Letter), costs and expenses to the extent billed, expenses then due and payable by the Borrower hereunder on the Effective Date (date thereof, including amounts then payable to the Joint Active Lead Arrangers any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify applicable Group Fee Letters. (f) Good standing certificates with respect to each of the Borrower, the Lenders Originators and the LC Issuers as to Servicer issued by the Effective DateSecretary of State (or similar official) of the state of each such Person’s organization.

Conditions Precedent to Effectiveness. This Agreement (including The obligation of each Lender and each LC Issuing Bank to make the Commitments initial Extension of the Lenders and the obligations of the Borrower hereunder) Credit to be made by it hereunder shall become effective if, on or before April 15, 2011, all and as of the first date on which the following conditions precedent have been satisfied: (a) the The Administrative Agent shall have received evidence, satisfactory to on or before such date of effectiveness the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsfollowing, each dated a date such day (except as noted otherwise below), in form and substance reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory and, to the extent requested by the Administrative Agent, in sufficient copies (except with respect to the promissory notes described in paragraph (ii) below and the General and Refunding Mortgage Bond described in paragraph (viii) below) for each Lender and each LC Issuing Bank: (i) A fully executed version of this Agreement and the other Loan Documents; (ii) Promissory notes payable to each Lender that has requested the same prior to such date pursuant to Section 2.10(d), duly executed by the Borrower. (A) A copy of the articles of incorporation or other organizational documents of the Borrower and each amendment thereto, certified by the Secretary of State of Nevada as being a true and correct copy thereof, and (B) a certificate from the Secretary of State of Nevada (dated not more than 10 days prior to the date hereof) attesting to the continued existence and good standing of the Borrower in that State. (iv) Certified copies of the resolutions of the Board board of Directors or equivalent managing body directors of the Borrower approving the transactions contemplated by this Agreement and the other Loan Documents and of all documents evidencing other necessary organizational corporate action of and Governmental Approvals required for the execution, delivery and performance by the Borrower with respect to of this Agreement and the documents contemplated hereby;other Loan Documents (including, without limitation, the amendment or replacement of the existing General and Refunding Mortgage Bond). (iiv) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by the Borrower hereunder; , and (B) that attached thereto are true and correct copies of the organizational documents bylaws of the Borrower, in each case Borrower as in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;. (iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and (ivvi) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, in-house counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and. (cvii) A favorable opinion of special New York counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent. (viii) The General and Refunding Mortgage Bond referred to in clause (a) of the definition thereof, duly issued and delivered by a duly authorized officer of the Borrower and duly authenticated by the Indenture Trustee. (A) Certified copies of the General and Refunding Mortgage Indenture as in effect on the Closing Date; (B) an Officer’s Certificate pursuant to a supplemental indenture or board resolution meeting the requirements of Section 4.01(b) of the General and Refunding Mortgage Indenture and setting forth the terms of the General and Refunding Mortgage Bond referred to in paragraph (viii) above; (C) a “Company Order” (as defined in the General and Refunding Mortgage Indenture) requesting authentication of such General and Refunding Mortgage Bond by the Indenture Trustee; and (D) all legal opinions provided in connection with the issuance of such General and Refunding Mortgage Bond, including any provided pursuant to Section 4.01(d) of the General and Refunding Mortgage Indenture. (b) On such date, the following statements shall be true and the Administrative Agent shall have received evidencefor the account of each Lender a certificate signed by a duly authorized officer of the Borrower, satisfactory to dated such date, stating that: (i) The representations and warranties of the Borrower contained in this Agreement are true and correct on and as of the date of such effectiveness as though made on and as of such date, and (ii) No event has occurred and is continuing that constitutes a Default. (c) The Borrower shall have paid all accrued fees and expenses under the Existing Credit Agreement payable on the date hereof and all accrued fees and expenses of the Administrative Agent, that the Borrower has paid Joint Lead Arrangers and the Lenders payable on the date hereof (or will pay with including the proceeds accrued fees and expenses of counsel to the initial Credit ExtensionsAdministrative Agent to the extent then due and payable). (d) The Administrative Agent shall have received all fees anddocumentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent billed, expenses payable such documentation or information is requested by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, on behalf of the Lenders and reasonably in advance of the date hereof. (e) The Administrative Agent shall have received such other approvals or documents as the Administrative Agent, any Lender or any LC Issuers as to Issuing Bank shall have reasonably requested through the Effective DateAdministrative Agent reasonably in advance of the date hereof.

Conditions Precedent to Effectiveness. This The effectiveness of this Agreement (including shall be subject to the Commitments of conditions precedent that the Lenders Lender shall have received, reviewed and the obligations of the Borrower hereunder) shall become effective if, approved on or before April 15the Closing Date the following, 2011, all of each in form and substance reasonably satisfactory to the following conditions precedent have been satisfiedLender: (a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds each of the initial Credit Extensions) all amounts then payable Facility Documents required to be delivered on the Closing Date and the Intercreditor Agreement duly executed and delivered by the Borrower under the Existing Credit Facility parties thereto, which shall each be in full force and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminatedeffect; (b) true and complete copies of the Administrative Agent shall have received Senior Facility Documents, as in effect on the Closing Date; (c) true and complete copies of the Constituent Documents of each Borrower, Guarantor and Pledgor as in effect on the Closing Date; (d) a certificate of a Responsible Officer of each Borrower, Guarantor and Pledgor certifying (i) a counterpart of this Agreement signed on behalf of each party hereto or as to such entity’s Constituent Documents, (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory as to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent: (i) Certified copies of such entity’s resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby; (ii) A certificate such entity’s board of the Secretary directors or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign members approving this Agreement and the other documents Facility Documents to be delivered hereunder; which such entity is a party and the transactions contemplated hereby and thereby, (Biii) a good standing certificate issued by the secretary of state of such entity’s state of formation, and (iv) as to the incumbency and specimen signature of each of such entity’s Responsible Officers authorized to execute the Facility Documents to which such entity is a party; (e) a certificate of a Responsible Officer of such Borrower certifying (i) that attached thereto such Borrower’s representations and warranties set forth in the Facility Documents to which such Borrower is a party are true and correct copies in all material respects as of the organizational documents of Closing Date (except to the Borrowerextent such representations and warranties expressly relate to any earlier date, in each which case in effect on such date; representations and (C) that attached thereto are warranties shall be true and correct copies of in all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby; (iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and material respects as of such date earlier date), and (Bii) that no Event of Default or Unmatured Event of Default has occurred and is continuing on hereunder and no “Default” or “Event of Default” under the date Senior Loan Agreement has occurred and is continuing thereunder; (i) proper financing statements (or the equivalent thereof in any applicable foreign jurisdiction, as applicable), to be duly filed substantially concurrently with the Closing Date, under the UCC with the Delaware Secretary of State and any other applicable filing office in any applicable jurisdiction that the Lender deems necessary or desirable in order to perfect the Lender’s interests in the Collateral contemplated by this Agreement and (ii) all other actions as the Lender shall have requested to perfect the security interests created hereunder shall have been taken; (g) the “Termination Date” under the Senior Loan Agreement shall not have occurred, and the Senior Loan Agreement shall be in full force and effect; (h) a favorable written opinion of DLA Piper LLP (US), special counsel for the Borrowers, (A) dated the Closing Date, (B) addressed to the Lender and (C) covering such certificatematters relating to the Facility Documents as the Lender shall reasonably request; and (ivi) A favorable opinion completion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLPsuch know your customer, counsel for background and other checks on the Borrower, in form and substance reasonably acceptable to Borrowers as the Administrative Agent; and (c) the Administrative Agent Lender shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Datereasonably requested.

Conditions Precedent to Effectiveness. This Agreement (including the Commitments The obligation of the Lenders each Lender, each LC Issuing Bank and the obligations Swingline Lender to make the initial Extension of the Borrower hereunder) Credit to be made by it hereunder shall become effective if, on or before April 15, 2011, all and as of the first date on which the following conditions precedent have been satisfied: (a) the The Administrative Agent shall have received evidence, satisfactory to on or before such date of effectiveness the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsfollowing, each dated a date such day (except as noted otherwise below), in form and substance reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory and, to the extent requested by the Administrative Agent, in sufficient copies (except with respect to the promissory notes described in paragraph (i) below) for the Swingline Lender, each Lender and each LC Issuing Bank: (i) Promissory notes payable to the order of each Lender that has requested the same prior to such date pursuant to Section 2.10(d), duly executed by the Borrower. (ii) (A) A copy of the articles of incorporation or other organizational documents of the Borrower and each amendment thereto, certified by the Secretary of State of Oregon as being a true and correct copy thereof, and (B) a certificate from the Secretary of State of Oregon (dated not more than 10 days prior to the date hereof) attesting to the continued existence and good standing of the Borrower in that State. (iii) Certified copies of the resolutions of the Board board of Directors or equivalent managing body directors of the Borrower approving the transactions contemplated by this Agreement and the other Loan Documents and of all documents evidencing other necessary organizational corporate action of and Governmental Approvals required for the execution, delivery and performance by the Borrower with respect to of this Agreement and the documents contemplated hereby;other Loan Documents. (iiiv) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by the Borrower hereunder; , and (B) that attached thereto are true and correct copies of the organizational documents bylaws of the Borrower, in each case Borrower as in effect on such date; . (v) A favorable opinion of in-house counsel for the Borrower, substantially in the form of Exhibit D-1 hereto. (vi) A favorable opinion of special New York counsel for the Borrower, substantially in the form of Exhibit D-2 hereto. (vii) A favorable opinion of King & Spalding LLP, counsel for the Administrative Agent, in the form of Exhibit E hereto. (b) On such date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated such date, stating that: (Ci) that attached thereto The representations and warranties of the Borrower contained in this Agreement are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby; (iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate effectiveness as though made on and as of such date and date, and (Bii) no Event of Default or Unmatured Event of Default No event has occurred and is continuing on the date of such certificate; and (iv) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; andthat constitutes a Default. (c) The Borrower and each Lender that is an LC Issuing Bank on such date shall have entered into an LC Issuing Bank Fee Letter. (d) The Borrower shall have paid all accrued fees and expenses of the Administrative Agent, the Global Coordinator, the Joint Lead Arrangers and the Lenders payable on the date hereof (including the accrued fees and expenses of counsel to the Administrative Agent to the extent then due and payable). (e) The Administrative Agent shall have received evidenceall documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, satisfactory including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders reasonably in advance of the date hereof. (f) All amounts outstanding under the Existing Credit Agreement, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing Credit Agreement shall have been terminated. (g) The Administrative Agent shall have received such other approvals or documents as the Administrative Agent, that the Borrower has paid (Swingline Lender, any Lender or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, any LC Issuing Bank shall have reasonably requested through the Administrative Agent shall notify reasonably in advance of the Borrower, the Lenders and the LC Issuers as to the Effective Datedate hereof.

Conditions Precedent to Effectiveness. This Agreement (including shall be effective upon the Commitments satisfaction of the Lenders and conditions precedent that the obligations of the Borrower hereunder) Purchaser shall become effective if, have received on or before April 15the Closing Date, 2011, all of the following conditions precedent have been satisfied: (a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative AgentPurchaser, all of the following: (i) Certified copies a copy of resolutions this Agreement duly executed by each of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated herebyparties hereto; (ii) A a certificate of any director, the Secretary or an Assistant Secretary of Borrower the Seller, dated the Closing Date, certifying (A) the names and true signatures of the incumbent directors and/or officers of the Borrower Seller authorized to sign on behalf of the Seller this Agreement Agreement, the Loan Assignments and the all other documents to be delivered hereunder; executed by the Seller hereunder or in connection herewith (on which certificate the Purchaser and its assignees may conclusively rely until such time as the Purchaser and such assignees shall receive from the Seller, a revised certificate meeting the requirements of this Section 3.1(ii)), (B) that attached thereto are true the copy of the certificate of incorporation of the Seller is a complete and correct copies copy and that such certificate of the organizational documents of the Borrowerincorporation has not been amended, modified or supplemented and is in each case in effect on such date; full force and effect, (C) that attached thereto the copy of the incorporation documents of the Seller are true a complete and correct copies copy, and that such incorporation documents have not been amended, modified or supplemented and are in full force and effect, and (D) the resolutions of all governmental the board of directors of the Seller approving and regulatory authorizations and approvals required for authorizing the due execution, delivery and performance by the Borrower Seller of this Agreement Agreement, the Loan Assignments and all other documents to be executed by the documents contemplated herebySeller hereunder or in connection herewith; (iii) A certificate signed a good standing certificate, dated as of a recent date for the Seller, issued by either the chief financial officer, principal accounting officer or treasurer applicable Governmental Authority of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as Seller’s jurisdiction of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; andincorporation; (iv) A favorable opinion filed, original copies of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLPproper financing statements (the “Facility Financing Statements”) describing the Sale Portfolio, counsel and naming the Seller as the “Debtor/Seller”, the Purchaser as “Secured Party/Buyer” and the Collateral Agent, for the Borrowerbenefit of the Secured Parties, as “Total Assignee”, or other similar instruments or documents, in form and substance sufficient for filing under the UCC or any comparable law of any and all jurisdictions as may be necessary to perfect the Purchaser’s security interest in all Sale Portfolio; (v) copies of properly authorized termination statements or statements of release (on Form UCC-3) or other similar instruments or documents, if any, in form and substance sufficient for filing under the UCC or any comparable law of any and all jurisdictions as may be necessary to release all security interests and similar rights of any Person in the Sale Portfolio previously granted by the Seller; (vi) copies of tax and judgment lien searches in all jurisdictions reasonably requested by the Purchaser or its assignees and requests for information (or a similar UCC search report certified by a party acceptable to the Purchaser and its assigns), dated a date reasonably near to the Closing Date, and with respect to such requests for information or UCC searches, listing all effective financing statements which name the Seller (under its present name and any previous name) as debtor and which are filed in the District of Columbia, together with copies of such financing statements (none of which shall cover any Sale Portfolio); (vii) all instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to the Purchaser, each Lender Agent and the Administrative Agent; and (c) , and the Purchaser, each Lender Agent and the Administrative Agent shall have received evidencefrom the Seller copies of all documents (including, without limitation, records of corporate proceedings, approvals and opinions) relevant to the transactions herein contemplated as the Purchaser, each Lender Agent and the Administrative Agent may have requested; (viii) any necessary third party consents to the closing of the transactions contemplated hereby, in form and substance satisfactory to the Administrative Agent, that Purchaser; (ix) the Borrower has Seller shall have paid all fees then required to be paid by it on the Closing Date; and (x) one or will pay more favorable Opinions of Counsel from counsel to the Seller with respect to the proceeds perfection and enforceability of the initial Credit Extensions) all fees and, to security interest hereunder and such other matters as the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective DatePurchaser or any assignee thereof may reasonably request.

Conditions Precedent to Effectiveness. This Agreement (including The obligation of each Lender and each LC Issuing Bank to make the Commitments initial Extension of the Lenders and the obligations of the Borrower hereunder) Credit to be made by it hereunder shall become effective if, on or before April 15, 2011, all and as of the first date on which the following conditions precedent have been satisfied: (a) the The Administrative Agent shall have received evidence, satisfactory to on or before such date of effectiveness the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsfollowing, each dated a date such day (except as noted otherwise below), in form and substance reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory and, to the extent requested by the Administrative Agent, in sufficient copies (except with respect to the promissory notes described in paragraph (ii) below) for each Lender and each LC Issuing Bank: (i) A fully executed version of this Agreement and the other Loan Documents; (ii) Promissory notes payable to each Lender that has requested the same prior to such date pursuant to Section 2.10(d), duly executed by the Borrower. (A) A copy of the articles of incorporation or other organizational documents of the Borrower and each amendment thereto, certified by the Secretary of State of Oregon as being a true and correct copy thereof, and (B) a certificate from the Secretary of State of Oregon (dated not more than 10 days prior to the date hereof) attesting to the continued existence and good standing of the Borrower in that State. (iv) Certified copies of the resolutions of the Board board of Directors or equivalent managing body directors of the Borrower approving the transactions contemplated by this Agreement and the other Loan Documents and of all documents evidencing other necessary organizational corporate action of and Governmental Approvals required for the execution, delivery and performance by the Borrower with respect to of this Agreement and the documents contemplated hereby;other Loan Documents. (iiv) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by the Borrower hereunder; , and (B) that attached thereto are true and correct copies of the organizational documents bylaws of the Borrower, in each case Borrower as in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;. (iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and (ivvi) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, in-house counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and. (cvii) A favorable opinion of special New York counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent. (b) On such date, the following statements shall be true and the Administrative Agent shall have received evidencefor the account of each Lender a certificate signed by a duly authorized officer of the Borrower, satisfactory to dated such date, stating that: (i) The representations and warranties of the Borrower contained in this Agreement are true and correct on and as of the date of such effectiveness as though made on and as of such date, and (ii) No event has occurred and is continuing that constitutes a Default. (c) The Borrower shall have paid all accrued fees and expenses of the Administrative Agent, that the Borrower has paid Joint Lead Arrangers and the Lenders payable on the date hereof (or will pay with including the proceeds accrued fees and expenses of counsel to the initial Credit ExtensionsAdministrative Agent to the extent then due and payable). (d) The Administrative Agent shall have received all fees anddocumentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent billed, expenses payable such documentation or information is requested by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, on behalf of the Lenders reasonably in advance of the date hereof. (e) All amounts outstanding under the Existing Credit Agreement, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing Credit Agreement shall have been terminated. (f) The Administrative Agent shall have received such other approvals or documents as the Administrative Agent, any Lender or any LC Issuers as to Issuing Bank shall have reasonably requested through the Effective DateAdministrative Agent reasonably in advance of the date hereof.

Conditions Precedent to Effectiveness. This Agreement (including becomes effective upon, and no Lender is obligated to make any Advance, nor is any Lender, the Commitments of Collateral Custodian, the Lenders and Facility Servicer or the obligations of Administrative Agent obligated to take, fulfill or perform any other action hereunder until, the Borrower hereunder) shall become effective if, on or before April 15, 2011, all satisfaction of the following conditions precedent have been satisfiedprecedent: (a) the Administrative Agent shall have received evidencethis Agreement, satisfactory to the Administrative Agentall other Transaction Documents and all other agreements, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility instruments, certificates and that all commitments to make extensions of credit to the Borrower thereunder other documents listed on Schedule III have been (or concurrently with duly executed by, and delivered to, the initial Advances will be) terminatedparties hereto and thereto; (b) the Administrative Agent shall Sponsor and each Subsidiary thereof that owns a Specified CLO Asset have received entered into a guaranty (the “Guaranty Agreement”) pursuant to which, among other things, (i) the Sponsor guarantees the Obligations, (ii) the Sponsor and such Subsidiaries agree not to incur any indebtedness (other than indebtedness permitted thereunder), (iii) the Sponsor and such Subsidiaries agree not to create a counterpart Lien on its assets (other than Liens permitted thereunder) and (iv) the Sponsor and such Subsidiaries agree to provide the Lenders with prior notice of any Material CLO Modification; (c) the Borrower has provided the Facility Servicer and the Initial Lender with a copy of the Valuation Policy as in effect on the Closing Date; (d) the representations contained in Sections 4.01 and 4.02 are true and correct; (e) all up-front expenses and fees (including reasonable legal fees and expenses and any fees required under the Fee Letters and Schedule XI) that are required to be paid hereunder or by the Fee Letters and Schedule XI have been paid in full; (f) the Borrower has received all material governmental, shareholder and third party consents and approvals necessary (or any other material consents as determined in the reasonable discretion of the Lenders) in connection with the transactions contemplated by this Agreement and the other Transaction Documents and all applicable waiting periods have expired without any action being taken by any Person that could reasonably be expected to restrain, prevent or impose any material adverse conditions on the Borrower or such other transactions or that could seek or threaten any of the foregoing, and no law or regulation is applicable which in the reasonable judgment of the Lenders could reasonably be expected to have such effect; (g) no action, proceeding or investigation has been instituted, threatened or proposed before any Governmental Authority to enjoin, restrain, or prohibit, or to obtain substantial damages in respect of, or which is related to or arises out of this Agreement signed on behalf or the other Transaction Documents or the consummation of each party hereto the transactions contemplated hereby or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of thereby, or which, at the Majority Lenders’ discretion, would make it inadvisable to consummate the transactions contemplated by this Agreement and each or the other Transaction Documents or the consummation of the following documentstransactions contemplated hereby or thereby; and (h) the Administrative Agent has received all documentation and other information requested by the Administrative Agent acting at the direction of the Majority Lenders or required by regulatory authorities with respect to the Borrower and the Facility Servicer under applicable “know your customer” and anti-money laundering rules and regulations, each dated a date including the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent: (i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby; (ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby; (iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and (iv) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and (c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective DateMajority Lenders.

Conditions Precedent to Effectiveness. This Agreement (including the Commitments The obligation of the Lenders each Lender, each LC Issuing Bank and the obligations Swingline Lender to make the initial Extension of the Borrower hereunder) Credit to be made by it hereunder shall become effective if, on or before April 15, 2011, all and as of the first date on which the following conditions precedent have been satisfied: (a) the The Administrative Agent shall have received evidence, satisfactory to on or before such date of effectiveness the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsfollowing, each dated a date such day (except as noted otherwise below), in form and substance reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory and, to the extent requested by the Administrative Agent, in sufficient copies (except with respect to the promissory notes described in paragraph (i) below and the General and Refunding Mortgage Bond described in paragraph (viii) below) for the Swingline Lender, each Lender and each LC Issuing Bank: (i) Promissory notes payable to each Lender that has requested the same prior to such date pursuant to Section 2.10(d), duly executed by the Borrower. (ii) (A) A copy of the articles of incorporation or other organizational documents of the Borrower and each amendment thereto, certified by the Secretary of State of Nevada as being a true and correct copy thereof, and (B) a certificate from the Secretary of State of Nevada (dated not more than 10 days prior to the date hereof) attesting to the continued existence and good standing of the Borrower in that State. (iii) Certified copies of the resolutions of the Board board of Directors or equivalent managing body directors of the Borrower approving the transactions contemplated by this Agreement and the other Loan Documents and of all documents evidencing other necessary organizational corporate action of and Governmental Approvals required for the execution, delivery and performance by the Borrower with respect to of this Agreement and the documents contemplated hereby;other Loan Documents (including, without limitation, the amendment or replacement of the existing General and Refunding Mortgage Bond). (iiiv) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by the Borrower hereunder; , and (B) that attached thereto are true and correct copies of the organizational documents bylaws of the Borrower, in each case Borrower as in effect on such date. (v) A favorable opinion of in-house counsel for the Borrower, substantially in the form of Exhibit D-1 hereto. (vi) A favorable opinion of special New York counsel for the Borrower, substantially in the form of Exhibit D-2 hereto. (vii) A favorable opinion of King & Spalding LLP, counsel for the Administrative Agent, in the form of Exhibit E hereto. (viii) The General and Refunding Mortgage Bond referred to in clause (a) of the definition thereof, duly issued and delivered by a duly authorized officer of the Borrower and duly authenticated by the Indenture Trustee. (ix) (A) Certified copies of the General and Refunding Mortgage Indenture as in effect on the Closing Date; (B) an Officer’s Certificate pursuant to a supplemental indenture or board resolution meeting the requirements of Section 4.01(b) of the General and Refunding Mortgage Indenture and setting forth the terms of the General and Refunding Mortgage Bond referred to in paragraph (viii) above; (C) a “Company Order” (as defined in the General and Refunding Mortgage Indenture) requesting authentication of such General and Refunding Mortgage Bond by the Indenture Trustee; and (CD) that attached thereto all legal opinions provided in connection with the issuance of such General and Refunding Mortgage Bond, including any provided pursuant to Section 4.01(d) of the General and Refunding Mortgage Indenture. (b) On such date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated such date, stating that: (i) The representations and warranties of the Borrower contained in this Agreement are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby; (iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate effectiveness as though made on and as of such date and date, and (Bii) no Event of Default or Unmatured Event of Default No event has occurred and is continuing on the date of such certificate; and (iv) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; andthat constitutes a Default. (c) The Borrower and each Lender that is an LC Issuing Bank on such date shall have entered into an LC Issuing Bank Fee Letter. (d) The Borrower shall have paid all accrued fees and expenses under the Existing Credit Agreement payable on the date hereof and all accrued fees and expenses of the Administrative Agent, the Global Coordinator, the Joint Lead Arrangers and the Lenders payable on the date hereof (including the accrued fees and expenses of counsel to the Administrative Agent to the extent then due and payable). (e) The Administrative Agent shall have received evidenceall documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, satisfactory including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders reasonably in advance of the date hereof. (f) The Administrative Agent shall have received a copy of a letter agreement, dated as of June 27, 2014, among the Borrower, the Administrative Agent and any “Lender” (as defined in the Existing Credit Agreement) party to the Existing Credit Agreement that is not an Initial Lender hereunder, evidencing the termination of the “Commitment” (as defined in the Existing Credit Agreement) of such “Lender”. (g) The Administrative Agent shall have received such other approvals or documents as the Administrative Agent, that the Borrower has paid (Swingline Lender, any Lender or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, any LC Issuing Bank shall have reasonably requested through the Administrative Agent shall notify reasonably in advance of the Borrower, the Lenders and the LC Issuers as to the Effective Datedate hereof.

Conditions Precedent to Effectiveness. This Agreement (including The effectiveness of this Amendment is subject to the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all satisfaction of the following conditions precedent precedent, unless specifically waived in writing by Agent (the first date upon which all such conditions have been satisfied:satisfied or waived being herein called the (“Effective Date”)): (a) the Administrative Agent shall have received evidencethis Amendment duly executed by the Borrowers, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;each Lender party hereto. (b) the Administrative PNC Bank, National Association shall have received an amended and restated Note in an amount equal to its Revolving Commitment Amount duly executed by each Borrower. (c) Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsfee letter, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to Agent, duly executed by Agent and each Borrower (the Administrative Agent:“Amendment Fee Letter”). (id) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby; (ii) A Agent shall have received a certificate of the Secretary or an Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower certifying (A) the names in form and true signatures substance satisfactory to Agent dated as of the officers date hereof which shall certify and attach (i) copies of resolutions in form and substance reasonably satisfactory to Agent, of the board of directors (or other equivalent governing body, member or partner) of such Borrower authorized to sign this Agreement and authorizing the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement Amendment and each Other Document executed or delivered in connection with this Amendment to which such Borrower is a party, (ii) the incumbency and signature of the officers of such Borrower authorized to execute this Amendment and the documents contemplated hereby; Other Documents, (iii) A certificate signed by either the chief financial officertrue, principal accounting officer or treasurer correct and complete copies of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date Organizational Documents of such certificate Borrower as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing in effect on the date of such certificate; and hereof, and (iv) A favorable the good standing (or equivalent status) of such Borrower in its jurisdiction of organization or formation dated not more than thirty (30) days prior to the date hereof, issued by the Secretary of State or other appropriate official of each such applicable jurisdiction. (e) Agent shall have received the executed legal opinion of ▇▇Milbank LLP and ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, counsel for the Borrower, LLP in form and substance reasonably acceptable satisfactory to Agent which shall cover such matters incident to the Administrative Agent; andtransactions contemplated by this Amendment and the Note executed in connection with this Amendment as Agent may reasonably require and each Borrower hereby authorizes and directs such counsel to deliver such opinions to Agent and Lenders. (cf) the Administrative Agent shall have received evidencethe UCC and tax lien searches in respect of each Borrower’s state of organization or chief executive office location, satisfactory as applicable, each of which results shall not reveal any Liens other than Permitted Encumbrances. (g) Borrowers shall have made a principal payment on the Term Loan in an amount equal to $1,000,000 on the date hereof. (h) Payment to the Administrative Agent, that the Borrower has Agent of all fees required to be paid (or will pay and documented out-of-pocket expenses incurred by Agent in connection with the proceeds of Credit Agreement, the initial Credit Extensions) all fees andAmendment Fee Letter, the Other Documents, or this Amendment and presented to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as Borrowers for payment prior to the Effective Date. [PHI Group] Second Amendment to Credit Agreement (i) Upon the occurrence of the Effective Date, each of the representations and warranties made by any Borrower in or pursuant to this Amendment, the Credit Agreement, and the Other Documents to which it is a party shall be true and correct in all material respects (unless already qualified by materiality in such specific provision) on and as of the date hereof as if made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date. (j) Upon the occurrence of the Effective Date, no Default or Event of Default shall have occurred and be continuing unless such Default or Event of Default has been specifically waived in writing by Agent.

Conditions Precedent to Effectiveness. This Agreement (including The obligation of each Lender and each LC Issuing Bank to make the Commitments initial Extension of the Lenders and the obligations of the Borrower hereunder) Credit to be made by it hereunder shall become effective if, on or before April 15, 2011, all and as of the first date on which the following conditions precedent have been satisfied: (a) the The Administrative Agent shall have received evidence, satisfactory to on or before such date of effectiveness the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsfollowing, each dated a date such day (except as noted otherwise below), in form and substance reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory and, to the extent requested by the Administrative Agent, in sufficient copies (except with respect to the promissory notes described in paragraph (ii) below and the General and Refunding Mortgage Bond described in paragraph (viii) below) for each Lender and each LC Issuing Bank: (i) A fully executed version of this Agreement and the other Loan Documents; (ii) Promissory notes payable to each Lender that has requested the same prior to such date pursuant to Section 2.10(d), duly executed by the Borrower. (iii) (A) A copy of the articles of incorporation or other organizational documents of the Borrower and each amendment thereto, certified by the Secretary of State of Nevada as being a true and correct copy thereof, and (B) a certificate from the Secretary of State of Nevada (dated not more than 10 days prior to the date hereof) attesting to the continued existence and good standing of the Borrower in that State. (iv) Certified copies of the resolutions of the Board board of Directors or equivalent managing body directors of the Borrower approving the transactions contemplated by this Agreement and the other Loan Documents and of all documents evidencing other necessary organizational corporate action of and Governmental Approvals required for the execution, delivery and performance by the Borrower with respect to of this Agreement and the documents contemplated hereby;other Loan Documents. (iiv) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by the Borrower hereunder; , and (B) that attached thereto are true and correct copies of the organizational documents bylaws of the Borrower, in each case Borrower as in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;. (iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and (ivvi) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, in-house counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and. (cvii) A favorable opinion of special New York counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent. (viii) an Officer’s Certificate pursuant to the authority granted in the Board Resolutions of the Borrower dated as of June 30, 2021, the General and Refunding Mortgage Indenture and the General and Refunding Mortgage Bond, certifying that (A) the Termination Date was extended to June 30, 2024 pursuant to and in accordance with the terms of this Agreement, including any requirements for approval by the lenders under this Agreement, (B) to such Authorized Officer’s knowledge, no Event of Default has occurred and is continuing or would result from the amendment and restatement of the Existing Credit Agreement, and (C) such Authorized Officer has read all of the covenants and conditions contained in the Indenture, and the definitions in the General and Refunding Mortgage Indenture relating thereto, relating to the issuance of the General and Refunding Mortgage Bond and in respect of compliance with which such Officer’s Certificate is made. (b) On such date, the following statements shall be true and the Administrative Agent shall have received evidencefor the account of each Lender a certificate signed by a duly authorized officer of the Borrower, satisfactory to dated such date, stating that: (i) The representations and warranties of the Borrower contained in this Agreement are true and correct on and as of the date of such effectiveness as though made on and as of such date, and (ii) No event has occurred and is continuing that constitutes a Default. (c) The Borrower shall have paid all accrued fees and expenses under the Existing Credit Agreement payable on the date hereof and all accrued fees and expenses of the Administrative Agent, that the Borrower has paid Joint Lead Arrangers and the Lenders payable on the date hereof (or will pay with including the proceeds accrued fees and expenses of counsel to the initial Credit ExtensionsAdministrative Agent to the extent then due and payable). (d) The Administrative Agent shall have received all fees anddocumentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent billed, expenses payable such documentation or information is requested by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, on behalf of the Lenders and reasonably in advance of the date hereof. (e) The Administrative Agent shall have received such other approvals or documents as the Administrative Agent, any Lender or any LC Issuers as to Issuing Bank shall have reasonably requested through the Effective DateAdministrative Agent reasonably in advance of the date hereof.

Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) Second Amendment shall become effective if, on or before April 15, 2011, all the date (the “Second Amendment Effective Date”) when each of the following conditions precedent shall have been satisfied: (ai) the Borrower, the Guarantor, the Administrative Agent, the Existing Administrative Agent and the Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile, pdf or other electronic transmission) the same to the Administrative Agent; (ii) all of the representations and warranties contained in the Credit Agreement and other Loan Documents are true and correct in all material respects on the Second Amendment Effective Date after giving effect to this Second Amendment, with the same effect as though such representations and warranties had been made on and as of the Second Amendment Effective Date (it being understood and agreed that (x) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date and (y) any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such specified date); (iii) the Borrower shall have paid an amendment fee in an amount equal to the product of (x) each Lender’s commitment amount, multiplied by (y) the rate separately agreed with such Lender; (iv) the Borrower shall have paid any reasonable and documented out-of-pocket expenses of the Administrative Agent invoiced to the Borrower at least 2 Business Days prior to the Second Amendment Effective Date required to be paid or reimbursed pursuant to Section 10.03 of the Credit Agreement, including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent; (v) the Administrative Agent shall have received evidencecertified copies of the charter, by-laws and other constitutive documents of each Obligor and of resolutions of the Board of Directors of each Obligor authorizing this Agreement, together with incumbency certificates dated the date of this Agreement evidencing the identity, authority and capacity of each Person authorized to execute and deliver this Agreement and any other documents to be delivered by each such Obligor pursuant hereto, all in form and substance reasonably satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility Agent and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminatedits counsel; (bvi) the Administrative Agent shall have received favorable written opinions (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory addressed to the Administrative Agent and otherwise in form the Lenders and substance satisfactory to the Administrative Agent: (i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby; (ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby; (iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of dated the date of such certificate as though made on and as this Agreement) of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and (iv) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP, special New York counsel for of the BorrowerObligors, in form and substance reasonably acceptable which opinion shall be substantially similar to the Administrative Agentopinion delivered on the First Amendment Effective Date; and (cvii) the Borrower, the Guarantor, the Administrative Agent and the Existing Administrative Agent shall have received evidencesigned a counterpart of the Resignation and Appointment Agreement (whether the same or different counterparts) and shall have delivered (including by way of facsimile, satisfactory pdf or other electronic transmission) the same to the Administrative Agent, that the Borrower has paid (or will pay Agent and such Resignation and Appointment Agreement shall have become effective in accordance with its terms substantially simultaneously with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Second Amendment Effective Date.

Conditions Precedent to Effectiveness. This Agreement (including shall be effective upon the Commitments satisfaction of the Lenders and conditions precedent that the obligations of the Borrower hereunder) Purchaser shall become effective if, have received on or before April 15the Closing Date, 2011, all of the following conditions precedent have been satisfied: (a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative AgentPurchaser, all of the following: (i) Certified copies a copy of resolutions this Agreement duly executed by each of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated herebyparties hereto; (ii) A a certificate of the Secretary or an Assistant Secretary of Borrower the Seller, dated the Closing Date, certifying (A) the names and true signatures of the incumbent officers of the Borrower Seller authorized to sign on behalf of the Seller this Agreement Agreement, the Loan Assignments and the all other documents to be delivered hereunder; executed by the Seller hereunder or in connection herewith (on which certificate the Purchaser and its assignees may conclusively rely until such time as the Purchaser and such assignees shall receive from the Seller, a revised certificate meeting the requirements of this Section 3.1(ii)), (B) that attached thereto are true the copy of the certificate of incorporation of the Seller is a complete and correct copies copy and that such certificate of the organizational documents of the Borrowerincorporation has not been amended, modified or supplemented and is in each case in effect on such date; full force and effect, (C) that attached thereto the copy of the by-laws of the Seller are true a complete and correct copies copy, and that such by-laws have not been amended, modified or supplemented and are in full force and effect, and (D) the resolutions of all governmental the board of directors of the Seller approving and regulatory authorizations and approvals required for authorizing the due execution, delivery and performance by the Borrower Seller of this Agreement Agreement, the Loan Assignments and all other documents to be executed by the documents contemplated herebySeller hereunder or in connection herewith; (iii) A certificate signed a good standing certificate, dated as of a recent date for the Seller, issued by either the chief financial officer, principal accounting officer or treasurer Secretary of State of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as Seller’s State of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; andincorporation; (iv) A favorable opinion filed, original copies of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLPproper financing statements (the “Facility Financing Statements”) describing the Sale Portfolio, counsel and naming the Seller as the “Debtor/Seller”, the Purchaser as “Secured Party/Buyer” and the Collateral Agent, for the Borrowerbenefit of the Secured Parties, as “Total Assignee”, or other similar instruments or documents, in form and substance sufficient for filing under the UCC or any comparable law of any and all jurisdictions as may be necessary to perfect the Purchaser’s ownership interest in all Sale Portfolio; (v) copies of properly authorized termination statements or statements of release (on Form UCC-3) or other similar instruments or documents, if any, in form and substance sufficient for filing under the UCC or any comparable law of any and all jurisdictions as may be necessary to release all security interests and similar rights of any Person in the Sale Portfolio previously granted by the Seller; (vi) copies of tax and judgment lien searches in all jurisdictions reasonably requested by the Purchaser or its assignees and requests for information (or a similar UCC search report certified by a party acceptable to the Purchaser and its assigns), dated a date reasonably near to the Closing Date, and with respect to such requests for information or UCC searches, listing all effective financing statements which name the Seller (under its present name and any previous name) as debtor and which are filed in the State of Delaware, together with copies of such financing statements (none of which shall cover any Sale Portfolio); (vii) all instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to the Purchaser, each Lender Agent and the Administrative Agent; and (c) , and the Purchaser, each Lender Agent and the Administrative Agent shall have received evidencefrom the Seller copies of all documents (including, without limitation, records of corporate proceedings, approvals and opinions) relevant to the transactions herein contemplated as the Purchaser, each Lender Agent and the Administrative Agent may have requested; (viii) any necessary third party consents to the closing of the transactions contemplated hereby, in form and substance satisfactory to the Administrative Agent, that Purchaser; (ix) the Borrower has Seller shall have paid all fees then required to be paid by it on the Closing Date; and (x) one or will pay more favorable Opinions of Counsel from counsel to the Seller with respect to the proceeds perfection and enforceability of the initial Credit Extensions) all fees and, to security interest hereunder and such other matters as the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective DatePurchaser or any assignee thereof may reasonably request.

Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders Forbearance and the obligations of the Borrower hereunder) Limited Waiver shall become effective if, on or before April 15, 2011, all the date (the “Forbearance and Limited Waiver Effective Date”) upon which each of the following conditions precedent set forth below have been satisfied: (a) the Administrative Agent (or its counsel) shall have received evidencea counterpart of this Forbearance and Limited Waiver signed by each of the Borrower, satisfactory to the Administrative Agent, that Agent and the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminatedRequired Revolving Lenders; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory except with respect to the Administrative Agent Specified Defaults, the representations and otherwise in form and substance satisfactory to the Administrative Agent: (i) Certified copies of resolutions of the Board of Directors or equivalent managing body warranties of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action contained in Article V of the Borrower with respect to this Credit Agreement and the documents contemplated hereby; (ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the any other documents to be delivered hereunder; (B) that attached thereto Loan Document are true and correct copies in all material respects (or with respect to representations and warranties qualified by materiality, in all respects) on and as of the organizational documents of Forbearance and Limited Waiver Effective Date, except to the Borrowerextent that such representations and warranties specifically refer to an earlier date, in each which case in effect on such date; and (C) that attached thereto are they shall be true and correct copies as of such earlier date in all governmental material respects (or with respect to representations and regulatory authorizations and approvals required for the due executionwarranties qualified by materiality, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby; (iii) A certificate signed by either the chief financial officerin all respects), principal accounting officer or treasurer of the Borrower stating except that (A) the representations and warranties contained in Section 4.01 are correct on Sections 5.05(a) and as (b) of the date of such certificate as though made on and as of such date Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (Bb) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; andCredit Agreement, respectively; (ivc) A favorable opinion payment in full of all reasonable and documented outstanding fees and expenses of advisors to the Administrative Agent (including ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇ PC and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Borrower, in form and substance reasonably acceptable & Associates LLC) invoiced at least two (2) Business Days prior to the Administrative Agentdate hereof; and (cd) the Administrative Agent shall have received evidence, satisfactory to receipt by the Administrative Agent, that for the Borrower has paid (or will pay with the proceeds pro rata benefit of the initial Credit Extensions) all fees and, each Lender executing and delivering its signature page to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable this Forbearance and Limited Waiver to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify or its counsel on or prior to 5:00 p.m., New York time, on June 11, 2019, of a fee in the Borrower, the Lenders and the LC Issuers as to the Effective Dateamount of $368,750.

Conditions Precedent to Effectiveness. This Agreement (including The obligation of each Lender and each LC Issuing Bank to make the Commitments initial Extension of the Lenders and the obligations of the Borrower hereunder) Credit to be made by it hereunder shall become effective if, on or before April 15, 2011, all and as of the first date on which the following conditions precedent have been satisfied: (a) the The Administrative Agent shall have received evidence, satisfactory to on or before such date of effectiveness the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsfollowing, each dated a date such day (except as noted otherwise below), in form and substance reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory and, to the extent requested by the Administrative Agent, in sufficient copies (except with respect to the promissory notes described in paragraph (ii) below) for each Lender and each LC Issuing Bank: (i) A fully executed version of this Agreement and the other Loan Documents; (ii) Promissory notes payable to each Lender that has requested the same prior to such date pursuant to Section 2.10(d), duly executed by the Borrower. (iii) (A) A copy of the articles of incorporation or other organizational documents of the Borrower and each amendment thereto, certified by the Secretary of State of Oregon as being a true and correct copy thereof, and (B) a certificate from the Secretary of State of Oregon (dated not more than 10 days prior to the date hereof) attesting to the continued existence and good standing of the Borrower in that State. (iv) Certified copies of the resolutions of the Board board of Directors or equivalent managing body directors of the Borrower approving the transactions contemplated by this Agreement and the other Loan Documents and of all documents evidencing other necessary organizational corporate action of and Governmental Approvals required for the execution, delivery and performance by the Borrower with respect to of this Agreement and the documents contemplated hereby;other Loan Documents. (iiv) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by the Borrower hereunder; , and (B) that attached thereto are true and correct copies of the organizational documents bylaws of the Borrower, in each case Borrower as in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;. (iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and (ivvi) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, in-house counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and. (cvii) A favorable opinion of special New York counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent. (b) On such date, the following statements shall be true and the Administrative Agent shall have received evidencefor the account of each Lender a certificate signed by a duly authorized officer of the Borrower, satisfactory to dated such date, stating that: (i) The representations and warranties of the Borrower contained in this Agreement are true and correct on and as of the date of such effectiveness as though made on and as of such date, and (ii) No event has occurred and is continuing that constitutes a Default. (c) The Borrower shall have paid all accrued fees and expenses under the Existing Credit Agreement payable on the date hereof and all accrued fees and expenses of the Administrative Agent, that the Borrower has paid Joint Lead Arrangers and the Lenders payable on the date hereof (or will pay with including the proceeds accrued fees and expenses of counsel to the initial Credit ExtensionsAdministrative Agent to the extent then due and payable). (d) The Administrative Agent shall have received all fees anddocumentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent billed, expenses payable such documentation or information is requested by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, on behalf of the Lenders and reasonably in advance of the date hereof. (e) [reserved]. (f) The Administrative Agent shall have received such other approvals or documents as the Administrative Agent, any Lender or any LC Issuers as to Issuing Bank shall have reasonably requested through the Effective DateAdministrative Agent reasonably in advance of the date hereof.

Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) Joinder shall become not be effective if, on or before April 15, 2011, all until each of the following conditions precedent have been satisfiedfulfilled to the reasonable satisfaction of the Agent: (a) the Administrative Agent This Joinder shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable been duly executed and delivered by the Borrower under the Existing Credit Facility respective parties hereto, and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;shall be in full force and effect. (b) All action on the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each part of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent: (i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby; (ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement New Guarantor and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required Loan Parties necessary for the due valid execution, delivery and performance by the Borrower New Guarantor and the other Loan Parties of this Agreement Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the documents contemplated hereby;Agent shall have been provided to the Agent. (iiic) A certificate signed by either The New Guarantor shall have delivered the chief financial officer, principal accounting officer or treasurer of following to the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and (iv) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the BorrowerAgent, in form and substance reasonably acceptable satisfactory to the Administrative Agent: (i) Copies of the New Guarantor’s Organization Documents and such other documents and certifications as the Agent may reasonably require to evidence that the New Guarantor is duly organized or formed, and that the New Guarantor is validly existing, in good standing in its jurisdiction of organization or formation. (ii) Certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the New Guarantor as the Agent may require evidencing (A) the authority of the New Guarantor to enter into this Joinder and the other Loan Documents to which the New Guarantor is a party or is to become a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Joinder and the other Loan Documents to which the New Guarantor is a party or is to become a party. (iii) Execution and/or delivery by the New Guarantor of the following Loan Documents: a) Blocked Account Agreement with Bank of America, N.A. b) An Information Certificate duly completed by the New Guarantor; c) Evidence satisfactory to the Agent that the insurance policies required for the New Guarantor by the Credit Agreement are in full force and effect, together with appropriate evidence showing notice of cancellation, lender loss payable and/or additional insured clauses or endorsements in favor of the Agent; and d) Such other documents and agreements as the Agent may reasonably require to accomplish the purposes hereof. (cd) Upon the Administrative request of the Agent in its sole discretion, the Agent shall have received evidencea written legal opinion White & Case LLP, satisfactory counsel to the Administrative AgentNew Guarantor, that addressed to the Borrower has paid Agent and each Lender, covering such matters relating to the New Guarantor, the Loan Documents and/or the transactions contemplated thereby as the Agent may reasonably request. (or will pay e) The Agent shall have received all documents and instruments, including Uniform Commercial Code financing statements and filings with the proceeds United States Patent and Trademark Office and the United States Copyright Office and Blocked Account Agreements, required by law or reasonably requested by the Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded to the reasonable satisfaction of the initial Agent. (f) All reasonable fees and Credit Extensions) all fees and, to the extent billed, expenses payable Party Expenses incurred by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers Agent and the Agents). Promptly upon other Credit Parties in connection with the occurrence thereof, preparation and negotiation of this Joinder and related documents shall have been paid in full by the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective DateNew Guarantor.

Conditions Precedent to Effectiveness. This The effectiveness of this Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all of is subject to the following conditions precedent have been satisfiedbeing satisfied on or prior to the date of this Agreement: (a1) execution and delivery of this Agreement by the Loan Parties, the Agent and each of the Lenders; (2) the Administrative Agent shall have received evidence, satisfactory to a copy (certified by an authorized officer of the Administrative Agent, that applicable Loan Party) of (i) the Borrower has paid charter documents and by-laws (or will pay with equivalent) of each Loan Party; (ii) the proceeds resolutions of the initial Credit Extensionsboard of directors (or equivalent governing body) of each Loan Party approving the borrowing and other matters contemplated by this Agreement; and (iii) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments other instruments evidencing necessary corporate or other action of each Loan Party with respect to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminatedsuch matters; (b3) the Administrative Agent shall have received (i) a counterpart certificate of this Agreement signed on behalf a senior officer of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent: (i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby; (ii) A certificate of the Secretary or an Assistant Secretary of Borrower Loan Party certifying (A) the names and true signatures of the its officers of the Borrower authorized to sign this Agreement and the Loan Documents to which it is a party; (4) the Agent shall have received a certificate of status, compliance, good standing or like certificate, if applicable, with respect to each Loan Party issued by the appropriate Governmental Entity in the jurisdiction of its incorporation or formation; (5) the Agent shall have received favourable opinions of counsel to the Loan Party in the jurisdiction of incorporation of such entity (if applicable) and each other documents relevant jurisdiction covering such matters relating to be delivered hereunder; the Loan Party as the Agent shall reasonably request; (B6) receipt by the Agent and the Lenders of a Compliance Certificate calculating the financial covenants specified in Section 8.03 herein on a pro forma basis and evidencing compliance by the Parent therewith (using Adjusted EBITDA and Interest Expense for last twelve months ending June 30, 2023 including Funded Debt as of the date hereof); (7) without limiting Section 6.02, the Agent and the Lenders shall have received a certificate of an officer of the Loan Parties certifying (i) that attached thereto all of the representations and warranties, except where made only as of an earlier date, of the Loan Parties herein are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby; (iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date Closing Date, and (Bii) that no Event of Default or Unmatured Event of Default has occurred and is continuing or would result from the closing of the transactions contemplated by this Agreement; (8) all reasonable and documented out-of-pocket fees and expenses (including the reasonable legal fees and disbursements of legal counsel) payable under or in connection with this Agreement shall have been paid in full; (9) receipt by the Lenders of the most recent Financial Quarter unaudited consolidated financial statements of the Tucows Group and Ting Fiber Group on a Consolidated Basis; (10) no litigation shall directly or indirectly affect any Tucows Group Entity other than litigation which could not reasonably be expected to result in a Material Adverse Change; (11) the date Agent and the Lenders shall be satisfied with the organizational and capital structure of the Tucows Group and Ting Fiber Group as at the Closing Date; (12) the Agent and the Lenders shall be satisfied that, since June 30, 2023, there has not been a Material Adverse Change and they shall be satisfied with the disclosure of the Borrowers and other Loan Parties material contingent obligations since such date; (13) the Agent shall have received a satisfactory payout letter duly executed by each of Royal Bank of Canada, as agent, in respect of the existing credit facility in favour of certain of the Loan Parties, along with total discharges of, or an undertaking to discharge, any and all security interests related to such facilities previously filed against of the Loan Parties; (14) all documents and instruments shall have been properly registered, recorded and filed in all places which, searches shall have been conducted in all jurisdictions which, and deliveries of all consents, approvals, acknowledgments, undertakings, directions, postponements, subordinations (including in respect of shareholder debt), non-disturbance agreements, control agreements, estoppel letters or certificates, negotiable documents of title and other documents and instruments to the Agent shall have been made which, in the opinion of the Lenders’ counsel, are necessary to make effective the Security created or intended to be created by the Loan Parties pursuant to the Loan Documents and to ensure the perfection and the intended first ranking priority (subject to Permitted Liens) of the Security; (15) the Agent shall have received evidence of the receipt by the Loan Parties of all necessary consents and approvals required from any creditor, Governmental Entity or other Person for the entry into, execution and delivery of the Loan Documents and the performance of their obligations thereunder, satisfactory to the Agent, acting reasonably; (16) the Agent and the Lenders shall have received a satisfactory certificate of insurance issued by the Loan Parties’ insurance broker in respect of all policies maintained by the Loan Parties which are, in the case of liability insurance, to name the Agent as an additional insured, mortgagee (or first mortgagee in such jurisdictions where it is conventional to indicate the rank of such certificateinterest) and, in the case of property insurance (excluding accounts receivable insurance), loss payee (or first loss payee in such jurisdictions where it is conventional to indicate the rank of such interest), in Canada and the United States and in other jurisdictions where it is customary to do so in the relevant jurisdiction in which the Loan Party has an insurance policy; (17) the Agent and the Lenders shall have completed to their satisfaction a due diligence review of the Tucows Group, the Ting Fiber Group and the property, assets and undertakings of each Tucows Group Entity and Ting Fiber Group Entity, including all financial, environmental, legal, know-your-client and anti-money laundering due diligence; and (iv18) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and (c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable receipt by the Borrower hereunder on Agent of any additional disclosure, documents or information that may be reasonably requested by the Effective Date (including amounts then payable to Agent or the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective DateLenders.

Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on upon satisfaction (or before April 15, 2011, all waiver by the Agent) of the following conditions precedent have been satisfied: (a) the Administrative precedent: The Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, duly executed, each (unless otherwise specified below) dated a date reasonably satisfactory to the Administrative Agent Closing Date and otherwise in form and substance satisfactory to the Administrative Agent: (i) Certified copies : ▇▇▇▇ executed counterpart of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement Agreement; duly executed Security Documents and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby; (ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents required to be delivered hereunderthereunder on the Closing Date, including UCC-1 financing statements; (B) that attached thereto are true and correct certified copies of (1) the organizational documents Organization Documents (including any amendments or supplements thereto) of the Borrower, in each case in effect on such date; (2) the resolutions of the board of directors (or similar governing body) of the Borrower authorizing and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for approving the due execution, delivery and performance by the Borrower of this Agreement Agreement, the Security Agreement, and the other Transaction Documents and the Loans hereunder, and otherwise satisfactory to the Agent, and (3) documents contemplated hereby; (iii) A evidencing all other necessary company action, governmental approvals and third-party consents, if any, with respect to this Agreement, the Security Agreement, and any other Transaction Document; a certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that certifying the names and true signatures of the Responsible Officers of the Borrower authorized to sign this Agreement, the Security Agreement, any other Transaction Document, or any other document to be delivered hereunder or thereunder; certificate evidencing the good standing of the Borrower in its jurisdiction of formation dated a date not earlier than twenty (A20) days prior to the representations Closing Date as to the good standing of the Borrower; the results of tax, judgment and warranties contained ▇▇▇▇ searches on the Borrower, obtained by and satisfactory to the Agent, and dated as of a recent date; the initial rating and confirmation letter as set forth in Section 4.01 are correct on 5(o), which shall be reasonably acceptable to the Agent; LEGAL_US_E # 171549701.1171549701.5 an opinion letter of ▇▇▇▇▇▇ & Bird LLP, primary transaction counsel to the Borrower and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and (iv) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, Maryland counsel for to the Borrower, in each case, in form and substance reasonably acceptable satisfactory to the Administrative Agent; and (c) a true and correct written copy of the Administrative Valuation Methodology in effect on the Closing Date; and such other assurances, certificates, documents, consents, or opinions as the Agent reasonably may request in writing. The Borrower shall have paid all fees and expenses required to be paid by it on the Closing Date in accordance with Section 9(e). The Custody Account shall have been established by the Borrower and the Control Agreement shall have been executed with respect thereto. The Agent shall have received evidence, satisfactory completed its due diligence review with respect to the Administrative AgentBorrower and the Investment Adviser and is satisfied, in its sole and absolute discretion, with the result of its due diligence review, including its due diligence review of the Borrower’s Investment Policies and Restrictions. The Lenders shall have received all documentation and other information that the Lenders have reasonably requested in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. To the extent the Borrower has paid (or will pay with qualifies as a “legal entity customer” under the proceeds of Beneficial Ownership Regulation, the initial Credit Extensions) all fees and, Borrower shall deliver a Beneficial Ownership Certification to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable Agent at least five days prior to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Closing Date.

Conditions Precedent to Effectiveness. This Agreement (including the Commitments The amendment and restatement of the Lenders and the obligations of the Borrower hereunder) Original Agreement effected by this Agreement shall become effective if, on or before April 15, 2011, all subject to the satisfaction of the following conditions precedent have been satisfiedconditions: (ai) This Agreement, the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Services Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent Custodian Agreement shall be in full force and otherwise effect and shall be in form and substance satisfactory to the Administrative Agent:Insurer and an executed counterpart of each such agreement shall have been delivered to the Insurer; (iii) Certified Each of the following agreements with respect to each PPF shall be in full force and effect, shall be in form and substance satisfactory to the Insurer and an executed counterpart of each such agreement shall have been delivered to the Insurer: the Investment Management Agreement with ING, the Sub-Adviser Agreement with Aeltus, the Expense Limitation Agreement with ING and Aeltus and the Custodian Service and Monitoring Agreement; (iii) The Insurer and the Fund shall have received (1) a certificate of the Secretary or Assistant Secretary of ING, dated as of the Effective Date, as to the incumbency and signature of the officers or other employees of ING authorized to sign this Agreement, the Administrative Services Agreement and the Investment Management Agreement, the Expense Limitation Agreement and the Sub-Adviser Agreement with respect to each PPF on behalf of ING, together with evidence of the incumbency of such Secretary or Assistant Secretary, certified by the Secretary or Assistant Secretary of ING, and (2) a certificate of the Secretary or Assistant Secretary of Aeltus, dated as of the Effective Date, as to the incumbency and signature of the officers or other employees of Aeltus authorized to sign this Agreement and the Expense Limitation Agreement and the Sub-Adviser Agreement with respect to each PPF on behalf of Aeltus, together with evidence of the incumbency of such Secretary or Assistant Secretary, certified by the Secretary or Assistant Secretary of Aeltus; (iv) The Insurer, ING and Aeltus shall have received a certificate of the Secretary or Assistant Secretary of the Fund, dated as of the Effective Date, as to the incumbency and signature of the officers or other employees of the Fund authorized to sign this Agreement, the Administrative Services Agreement, the Custodian Agreement and the Investment Management Agreement, the Expense Limitation Agreement and the Custodian Service and Monitoring Agreement with respect to each PPF on behalf of the Fund, together with evidence of the incumbency of such Secretary or Assistant Secretary, certified by the Secretary or Assistant Secretary of the Fund; (v) ING, Aeltus and the Fund shall have received a certificate of the Secretary or Assistant Secretary of the Insurer, dated as of the Effective Date, as to the incumbency and signature of the officers or other employees of the Insurer authorized to sign this Agreement on behalf of the Insurer, together with evidence of the incumbency of such Secretary or Assistant Secretary, certified by the Secretary or Assistant Secretary of the Insurer; (vi) The Insurer shall have received (1) a certificate of the Secretary or Assistant Secretary of ING, dated as of the Effective Date, certifying that attached thereto are true, complete and correct copies of the resolutions of duly adopted by the Board of Directors or equivalent managing body of ING authorizing the execution of this Agreement and all other Transaction Documents to which ING is a party, and (2) a certificate of the Borrower approving Secretary or Assistant Secretary of Aeltus, dated as of the Effective Date, certifying that attached thereto are true, complete and correct copies of the resolutions duly adopted by the Board of Directors of Aeltus authorizing the execution of this Agreement and all other Transaction Documents to which Aeltus is a party; (vii) The Insurer shall have received certificates of the Secretary or Assistant Secretary of the Fund, dated as of the Effective Date, certifying that attached thereto are true, complete and correct copies of resolutions duly adopted by the Board of Directors of the Fund authorizing the creation of each PPF and the execution of this Agreement and all Transaction Documents to which it is a party; (viii) Each party to this Agreement shall have received the following executed legal opinions, in form and substance satisfactory to each of the parties hereto, dated the Effective Date: (A) the opinion of Dechert, as counsel to ING, substantially to the effect set forth in Exhibit I-1; (B) the opinion of counsel to Aeltus, substantially to the effect set forth in Exhibit I-2; (C) the opinion of an Associate General Counsel and Vice President of the Insurer, substantially to the effect set forth in Exhibit J; (D) the opinion of Dechert, as counsel to the Fund, substantially to the effect set forth in Exhibit K; and (E) the opinion of an Assistant General Counsel of State Street Bank and Trust Company, substantially to the effect set forth in Exhibit L. (ix) The Insurer shall have received a copy of the Articles of Amendment and Restatement and of the Articles Supplementary with respect to each PPF, certified by the State Department of Assessments and Taxation of Maryland; (x) All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Agreement and the other Transaction Documents shall be satisfactory in form and substance to the Insurer, and the Insurer shall have received such other documents and legal opinions in respect of all documents evidencing other necessary organizational action any aspect or consequence of the Borrower with respect to this Agreement and the documents transactions contemplated herebyhereby or thereby as it shall reasonably request; (iixi) A certificate Each of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby; (iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained made by ING, Aeltus and the Fund in Section 4.01 are or pursuant to the Transaction Documents shall be true and correct in all material respects on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificateEffective Date; and (ivxii) A favorable opinion No Default or Event of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and (c) the Administrative Agent Default shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder occurred and be continuing on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Date.

Conditions Precedent to Effectiveness. This Agreement (including The effectiveness of this Amendment is subject to the Commitments truth and accuracy of the Lenders warranties and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all of the following conditions precedent have been satisfied: (a) representations set forth in Sections 5 and 7 below and receipt by the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsfollowing, each dated a date reasonably satisfactory to the Administrative Agent and otherwise of which shall be in form and substance satisfactory to the Administrative Agent: (ia) Certified copies of resolutions of This Amendment, duly executed and delivered by the Board of Directors or equivalent managing body of Borrower, Holdings, the Borrower approving Subsidiary Loan Parties, the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement Required Lenders and the documents contemplated herebyAdministrative Agent; (iib) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures dated as of the officers date hereof signed by a Responsible Officer of the Borrower authorized certifying that, immediately before and after giving effect to sign this Agreement and the other documents to be delivered hereunder; Amendment (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby; (iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (Ai) the representations and warranties contained in Section 4.01 Article IV of the Credit Agreement and the other Loan Documents are true and correct on and as of the date of hereof, except to the extent that such certificate as though made on representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct as of such date earlier date; (ii) since December 31, 2015, there has been no event, development or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; and (Biii) no Default or Event of Default (other than such Default or Unmatured Event of Default expressly waived by Section 3 above) has occurred and is continuing on as of the date hereof and no Default or Event of such certificateDefault will exist after giving effect to the amendments contemplated by this Amendment; (c) A certified copy of resolutions adopted by the Board of Directors of the Borrower authorizing and approving the transactions contemplated by this Amendment; (d) Evidence that the Borrower shall have received an indirect cash equity contribution from the Parent immediately prior to the effectiveness of this Amendment in the amount of $4,000,000 and payment by the Borrower in an amount equal to $2,000,000 in immediately available funds to be applied as a prepayment to the outstanding principal amount of the Term Loans in accordance with Section 6 of this Amendment; (e) A Reaffirmation of Obligations Under Loan Documents (the "Reaffirmation") dated as of the date hereof duly executed by each Loan Party and the Parent, in the form of Exhibit I attached hereto; (f) The payment of all fees and other amounts due and payable on or prior to the effective date of this Amendment, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Amendment and the other documents and agreements executed and delivered in connection herewith) required to be reimbursed or paid by the Borrower and Holdings hereunder; and (ivg) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and (c) Such other documents as the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Datemay reasonably request.

Conditions Precedent to Effectiveness. This Agreement (including shall be effective upon the Commitments satisfaction of the Lenders and conditions precedent that the obligations of the Borrower hereunder) Contributee shall become effective if, have received on or before April 15the Closing Date, 2011, all of the following conditions precedent have been satisfied: (a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative AgentContributee, all of the following: (i) Certified copies a copy of resolutions this Agreement duly executed by each of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated herebyparties hereto; (ii) A a certificate of the Secretary or an Assistant Secretary of Borrower the Contributor, dated the Closing Date, certifying (A) the names and true signatures of the incumbent officers of the Borrower Contributor authorized to sign on behalf of the Contributor this Agreement Agreement, the Loan Assignments and the all other documents to be delivered hereunder; executed by the Contributor hereunder or in connection herewith (on which certificate the Contributee and its assignees may conclusively rely until such time as the Contributee and such assignees shall receive from the Contributor, a revised certificate meeting the requirements of this Section 3.1(ii)), (B) that attached thereto are true the copy of the certificate of incorporation of the Contributor is a complete and correct copies copy and that such certificate of the organizational documents of the Borrowerincorporation has not been amended, modified or supplemented and is in each case in effect on such date; full force and effect, (C) that attached thereto the copy of the by-laws of the Contributor are true a complete and correct copies copy, and that such by-laws have not been amended, modified or supplemented and are in full force and effect, and (D) the resolutions of all governmental the board of directors of the Contributor approving and regulatory authorizations and approvals required for authorizing the due execution, delivery and performance by the Borrower Contributor of this Agreement Agreement, the Loan Assignments and all other documents to be executed by the documents contemplated herebyContributor hereunder or in connection herewith; (iii) A certificate signed a good standing certificate, dated as of a recent date for the Contributor, issued by either the chief financial officer, principal accounting officer or treasurer Secretary of State of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as Contributor’s State of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; andincorporation; (iv) A favorable opinion filed, original copies of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLPproper financing statements (the “Facility Financing Statements”) describing the Contributed Portfolio, counsel and naming the Contributor as the “Debtor/Contributor”, the Contributee as “Secured Party/Contributee” and the Collateral Agent, for the Borrowerbenefit of the Secured Parties, as “Total Assignee”, or other similar instruments or documents, in form and substance sufficient for filing under the UCC or any comparable law of any and all jurisdictions as may be necessary to perfect the Contributee’s ownership interest in all Contributed Portfolio; (v) copies of properly authorized termination statements or statements of release (on Form UCC-3) or other similar instruments or documents, if any, in form and substance sufficient for filing under the UCC or any comparable law of any and all jurisdictions as may be necessary to release all security interests and similar rights of any Person in the Contributed Portfolio previously granted by the Contributor; (vi) requests for information and copies of tax and judgment lien searches in all jurisdictions reasonably requested by the Contributee or its assignees (or a similar UCC search report certified by a party acceptable to the Contributee and its assigns), dated a date reasonably near to the Closing Date, and with respect to such requests for information or UCC searches, listing all effective financing statements which name the Contributor (under its present name and any previous name) as debtor and which are filed in the State of Maryland, together with copies of such financing statements (none of which shall cover any Contributed Portfolio); (vii) all instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to the Contributee, each Lender Agent, the Collateral Agent, the Backup Servicer and the Administrative Agent; and (c) , and the Contributee, each Lender Agent, the Collateral Agent, the Backup Servicer and the Administrative Agent shall have received evidencefrom the Contributor copies of all documents (including, without limitation, records of corporate proceedings, approvals and opinions) relevant to the transactions herein contemplated as the Contributee, each Lender Agent, the Collateral Agent, the Backup Servicer and the Administrative Agent may have reasonably requested; (viii) any necessary third party consents to the closing of the transactions contemplated hereby, in form and substance satisfactory to the Administrative Agent, that Contributee; (ix) the Borrower has Contributor shall have paid all fees then required to be paid by it on the Closing Date; and (x) one or will pay more favorable Opinions of Counsel from counsel to the Contributor with respect to the proceeds perfection and enforceability of the initial Credit Extensions) all fees and, to security interest hereunder and such other matters as the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective DateContributee or any assignee thereof may reasonably request.

Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfiedsatisfied or waived in accordance with Section 10.01: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance reasonably satisfactory to the Arrangers, the Administrative Agent shall have received evidenceand each of the Lenders: (i) executed counterparts of this Agreement, satisfactory sufficient in number for distribution to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent: (i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement Lender and the documents contemplated herebyBorrower; (ii) A certificate a Note executed by the Borrower in favor of the Secretary each Lender requesting a Note; (iii) such certificates of resolutions or an Assistant Secretary other action, incumbency certificates and/or other certificates of Borrower certifying (A) the names and true signatures of the officers Responsible Officers of the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to sign act as a Responsible Officer in connection with this Agreement and the other documents Loan Documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by which the Borrower of this Agreement and the documents contemplated herebyis a party; (iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and (iv) A a certificate as to the good standing of the Borrower as of a recent date from the Secretary of State of its jurisdiction of organization; (v) a favorable opinion of ▇▇▇▇▇▇ & ▇▇ ▇▇▇▇▇▇ LLP, counsel for to the Borrower, in form and substance reasonably acceptable addressed to the Administrative AgentAgent and each Lender, substantially in the form set forth in Exhibit F; and (vi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied; (B) except as set forth in the Public Filings, that there has been no event or circumstance since June 30, 2010, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) that there are no actions, suits, investigations or proceedings pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority by or against the Borrower or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect. (b) Any fees required to be paid on or before the Effective Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent required to be paid under Section 10.04(a) (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings; provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received evidence, satisfactory notice from such Lender prior to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the proposed Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Datespecifying its objection thereto.

Conditions Precedent to Effectiveness. This Agreement (including shall be effective upon the Commitments satisfaction of the Lenders and conditions precedent that the obligations of the Borrower hereunder) Purchaser shall become effective if, have received on or before April 15the Restatement Date, 2011, all of the following conditions precedent have been satisfied: (a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative AgentPurchaser, all of the following: (i) Certified copies a copy of resolutions this Agreement duly executed by each of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated herebyparties hereto; (ii) A a certificate of the Secretary or an Assistant Secretary of Borrower the Seller, dated the Restatement Date, certifying (A) the names and true signatures of the incumbent officers of the Borrower Seller authorized to sign on behalf of the Seller this Agreement Agreement, the Second Tier Loan Assignments and the all other documents to be delivered hereunder; executed by the Seller hereunder or in connection herewith (on which certificate the Purchaser and its assignees may conclusively rely until such time as the Purchaser and such assignees shall receive from the Seller, a revised certificate meeting the requirements of this Section 3.1(ii)), (B) that the copy of the certificate of formation of the Seller attached thereto are true is a complete and correct copies copy and that such certificate of the organizational documents of the Borrowerformation has not been amended, modified or supplemented and is in each case in effect on such date; full force and effect, (C) that the copy of the amended and restated limited liability company agreement of the Seller attached thereto are true is a complete and correct copies copy, and that such amended and restated limited liability company agreement has not been amended, modified or supplemented and is in full force and effect, and (D) the resolutions of all governmental the board of directors of the Seller attached thereto approving and regulatory authorizations and approvals required for authorizing the due execution, delivery and performance by the Borrower Seller of this Agreement Agreement, the Second Tier Loan Assignments and all other documents to be executed by the documents contemplated herebySeller hereunder or in connection herewith; (iii) A certificate signed a good standing certificate, dated as of a recent date for the Seller, issued by either the chief financial officer, principal accounting officer or treasurer Secretary of State of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as Seller’s State of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; andformation; (iv) A favorable opinion filed, original copies of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLPproper financing statements (the “Facility Financing Statements”) describing the Sale Portfolio, counsel for and naming the BorrowerSeller as the “Debtor/Seller” and the Purchaser as “Secured Party/Buyer”, or other similar instruments or documents, in form and substance sufficient for filing under the UCC or any comparable law of any and all jurisdictions as may be necessary to perfect the Purchaser’s ownership interest in all Sale Portfolio; (v) copies of properly authorized termination statements or statements of release (on Form UCC-3) or other similar instruments or documents, if any, in form and substance sufficient for filing under the UCC or any comparable law of any and all jurisdictions as may be necessary to release all security interests and similar rights of any Person in the Sale Portfolio previously granted by the Seller; (vi) copies of tax and judgment lien searches in all jurisdictions reasonably requested by the Purchaser or its assignees and requests for information (or a similar UCC search report certified by a party acceptable to the Administrative Purchaser and its assigns), dated a date reasonably near to the Restatement Date, and with respect to such requests for information or UCC searches, listing all effective financing statements which name the Seller (under its present name and any previous name) as debtor and which are filed in the State of Delaware, together with copies of such financing statements (none of which shall cover any Sale Portfolio); (vii) all instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to the Purchaser and the Agent, and the Purchaser and the Agent shall have received from the Seller copies of all documents (including, without limitation, records of corporate proceedings, approvals and opinions) relevant to the transactions herein contemplated as the Purchaser and the Agent may have reasonably requested; (viii) any necessary third party consents to the closing of the transactions contemplated hereby, in form and substance satisfactory to the Purchaser; (ix) the Seller shall have paid all fees required to be paid by it on the Restatement Date; and (cx) the Administrative Agent shall have received evidence, satisfactory one or more favorable Opinions of Counsel from counsel to the Administrative Agent, that Seller with respect to the Borrower has paid (or will pay with the proceeds perfection and enforceability of the initial Credit Extensions) all fees and, to security interest hereunder and such other matters as the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective DatePurchaser or any assignee thereof may reasonably request.

Conditions Precedent to Effectiveness. This (a) The effectiveness of this Agreement (including is subject to the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all satisfaction of the following conditions precedent have been satisfiedconditions: (a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this The Transaction Documents and the Custodian Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement shall be in full force and each of effect and the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise Transaction Documents shall be in form and substance satisfactory to the Administrative Agent: (i) Certified copies of resolutions of Insurer and each Transaction Document shall have been delivered to the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated herebyInsurer; (ii) A The Insurer and the Fund shall have received a certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) Aeltus, as to the names incumbency and true signatures signature of the officers or other employees of the Borrower Aeltus authorized to sign this Agreement and the other documents Transaction Document to be delivered hereunder; which it is a party on behalf of Aeltus, together with evidence of the incumbency of such Secretary or Assistant Secretary, certified by the Secretary or Assistant Secretary of Aeltus; (Biii) The Insurer and Aeltus shall have received a certificate of the Secretary or Assistant Secretary of the Fund as to the incumbency and signature of the officers or other employees of the Fund authorized to sign this Agreement and the Transaction Documents to which it is a party on behalf of the Fund, together with evidence of the incumbency of such Secretary or Assistant Secretary, certified by the Secretary or Assistant Secretary of the Fund; (iv) Aeltus and the Fund shall have received a certificate of the Secretary or Assistant Secretary of the Insurer as to the incumbency and signature of the officers or other employees of the Insurer authorized to sign this Agreement on behalf of the Insurer, together with evidence of the incumbency of such Secretary or Assistant Secretary, certified by the Secretary or Assistant Secretary of the Insurer; (v) The Insurer shall have received certificates of the Secretary or Assistant Secretary of Aeltus certifying that attached thereto are true true, complete and correct copies of the organizational documents resolutions duly adopted by the Board of Directors of Aeltus authorizing the execution of this Agreement and all Transaction Documents to which Aeltus is a party; (vi) The Insurer shall have received certificates of the Borrower, in each case in effect on such date; and (C) Secretary or Assistant Secretary of the Fund certifying that attached thereto are true true, complete and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance resolutions duly adopted by the Borrower Board of Directors of the Fund authorizing the execution of this Agreement and all Transaction Documents to which it is a party; (vii) Each party to this Agreement shall have received the following executed legal opinions, in form and substance satisfactory to each of the parties hereto: (A) the opinion of ▇▇▇ ▇. Doberman, Esq., counsel to Aeltus, substantially to the effect set forth in Exhibit D. (B) the opinion of ____________________, __________________ of the Custodian, substantially to the effect set forth in Exhibit E. (C) the opinion of _____________________, Associate General Counsel and Vice President of the Insurer, substantially to the effect set forth in Exhibit F. (D) the opinion of ▇▇▇ ▇. Doberman, Esq., Counsel to the Fund, substantially to the effect set forth in Exhibit G. (viii) All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Agreement and the other Transaction Documents shall be satisfactory in form and substance to the Insurer, and the Insurer shall have received such other documents and legal opinions in respect of any aspect or consequence of the transactions contemplated herebyhereby or thereby as it shall reasonably request. (b) The obligation of the Insurer to issue each Policy is subject to the satisfaction of the following conditions on the Inception Date with respect to the related PPF: (i) The registration statement with respect to such PPF shall have been filed with and declared effective by the U.S. Securities and Exchange Commission, and a copy of each prospectus and statement of additional information shall have been delivered to the Insurer; (ii) The Insurer shall have received a certificate of the Secretary or Assistant Secretary of the Fund dated as of such Inception Date certifying that attached thereto are true, complete and correct copies of the resolutions duly adopted by the Board of Directors authorizing the creation of such PPF; (iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer Each of the Borrower stating that (A) the representations and warranties contained made by Aeltus and the Fund in Section 4.01 are or pursuant to the Transaction Documents shall be true and correct on and as of the date of such certificate as though made in all material respects on and as of such date and date; (Biv) no No Default or Event of Default or Unmatured Event of Default has shall have occurred and is be continuing on such date; (v) No statute, rule, regulation or order shall have been enacted, entered or deemed applicable by any Government Authority which would make the date transactions contemplated by any of such certificatethe Transaction Documents illegal or otherwise prevent the consummation thereof; and (ivvi) A favorable opinion All proceedings, and all documents, instruments and other legal matters in connection with the creation of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Borrower, such PPF shall be satisfactory in form and substance reasonably acceptable to the Administrative Agent; and (c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective DateInsurer.

Conditions Precedent to Effectiveness. This Amendment Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, as of the date on or before April 15, 2011, all of which the following conditions precedent have been satisfied:satisfied in a manner satisfactory to the Initial Lender (such date, the “Effective Date”): (a) the Administrative Agent shall have The Initial Lender has received evidencecounterparts of this Amendment Agreement, satisfactory to the Administrative Agentduly executed and delivered, that the Borrower has paid (or will pay with the proceeds from all of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminatedparties hereto; (b) the Administrative Agent shall have The Initial Lender has received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent: (i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby; (ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby; (iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and (iv) A favorable legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Borrower, in form and substance reasonably acceptable satisfactory to the Administrative AgentInitial Lender, covering such matters as the Initial Lender may reasonably request; (c) The Initial Lender has received a certificate of the Borrower signed by an Authorized Officer of the Borrower (A) certifying and attaching the resolutions of the board of managers or directors (or similar items) of the Borrower approving or consenting to this Amendment Agreement and the increase to the Total Term Commitment, (B) attaching charter (or similar formation documents), certified by the appropriate Governmental Authority, (C) attaching bylaws (or similar governing documents), (D) attaching good standing certificates in its state of incorporation (or formation) and (E) certifying that the representations and warranties contained in Article IV of this Amendment Agreement are true and correct; (d) The Initial Lender shall have received such other documents as the Initial Lender may have reasonably requested; and (ce) All fees hereunder or under the Administrative Agent shall have received evidence, satisfactory Credit Agreement due and owing on or prior to the Administrative Agent, that the Borrower has date of this Amendment Agreement have been paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Datein full.

Conditions Precedent to Effectiveness. This Agreement (including the Commitments The obligation of the Lenders and Lender to make any Term Loan hereunder is subject to the obligations of the Borrower hereunder) shall become effective ifcondition precedent that, on or before April 15the Closing Date, 2011, all of the following conditions precedent have been satisfied: (a) the Administrative Agent Lender shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsfollowing, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative AgentLender: (a) this Agreement, the Collateral Documents and the other Loan Documents to be entered into on the Closing Date, each signed by a Responsible Officer of each Loan Party and a duly authorized officer of each other party thereto, together with all other original items required to be delivered pursuant to the Collateral Documents or any other Loan Document; (b) a certificate of a Responsible Officer of each Loan Party, attaching (i) the Organizational Documents of such Loan Party, (ii) resolutions or other action of the Governing Board of such Loan Party approving the transactions and other matters contemplated by the Loan Documents to which it is a party, and (iii) an incumbency certificate evidencing the identity, authority and capacity of each Responsible Officer of such Loan Party authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which it is a party; (c) such other documents and certificates as the Lender may request relating to the organization, existence and good standing of each Loan Party and any other legal matters relating to the Loan Parties, the Loan Documents or the transactions contemplated thereby; (d) a certificate of status, compliance or like certificate for each Loan Party and Subsidiary from the appropriate Governmental Authority of the jurisdiction of incorporation or formation of such Person and each jurisdiction where it is required to qualify to do business, each dated not more than thirty (30) days prior to the Closing Date; (e) a certificate of a Responsible Officer of the Company, dated as of the Closing Date and attaching reasonably detailed calculations demonstrating pro forma compliance with the minimum Liquidity covenant set forth in Section 6.8(d) after giving effect to the Term Loans to be funded on the Closing Date; (f) an appropriately completed Perfection Certificate with respect to the Borrowers and the other Loan Parties, dated as of the Closing Date and duly executed by a Responsible Officer of the Borrowers; (g) one or more opinions of counsel to the Loan Parties, addressed to the Lender and dated the Closing Date, in form and substance satisfactory to the Lender (covering the jurisdiction of formation of each Loan Party, the jurisdiction of the governing law of each Loan Document and the jurisdiction in which any Farm Project Site is located, as applicable); (h) with respect to the Existing Bridge Indebtedness and any other Indebtedness or other obligations owing by the Loan Parties to any Exiting Lenders: (i) Certified copies of resolutions evidence that all such Indebtedness has been, or as of the Board of Directors Closing Date will be, repaid in full in cash and all such obligations have been, or equivalent managing body as of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated herebyClosing Date will be, terminated; (ii) A certificate of the Secretary a payoff letter (accompanied by such other discharges, releases (including, without limitation, mortgage releases), terminations or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of as the organizational documents of the BorrowerLender may request in its sole discretion), in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance duly executed by the Borrower Exiting Lenders or their agent, as applicable, releasing effective as of this Agreement the Closing Date all Liens on any assets of any Loan Parties or any Subsidiaries of any Loan Party granted in favor of the Exiting Lenders upon receipt of the payoff amount on the Closing Date and authorizing the documents contemplated herebyBorrowers, the Lender or their respective designees to file UCC-3 termination statements and such other releases and terminations as necessary to terminate any and all such Liens; (iiii) A certificate Lien searches with respect to the Loan Parties and any Subsidiary in scope satisfactory to the Lender and with results showing no Liens (other than Liens in favor of the Lender, other Permitted Liens and Liens authorized to be released on the Closing Date in accordance with Section 4.1(h)) and otherwise satisfactory to the Lender; (j) UCC financing statements for each jurisdiction as is necessary, in the Lender’s sole discretion, to perfect the Lender’s security interest in the Collateral to the extent such Liens can be perfected by filing or recordation; (k) an executed Account Control Agreement with respect to (i) the Interest Reserve Account and (ii) each other deposit, securities and commodity account of the Loan Parties (other than Excluded Accounts); (l) a written consent, duly executed by Holdings and confirming that this Agreement, the other Loan Documents, the Term Loan Facility and the Liens created pursuant to any Loan Document to secure the Obligations are permitted under, and do not conflict with or contravene, the SPAC Merger Agreement; (m) a disbursement letter, duly executed by the Borrowers and demonstrating, among other things, that the Interest Reserve Account shall be funded with the Minimum Interest Amount required on such date in accordance with Section 5.17; (n) evidence from the Borrowers that all material governmental and third-party consents required to effectuate the transactions contemplated by the Loan Documents have been obtained; (o) true, correct and complete copies of the Closing Date Warrant Agreement and all other Material Agreements then in effect (including, without limitation, to the extent not previously delivered to the Lender, all Farm Lease Agreements then in effect) of the Borrowers, the Guarantors and any Subsidiary, each of which shall be satisfactory to the Lender, together with such Collateral Assignments of such Material Agreements and acknowledgments by such counterparties as may be reasonably requested by the Lender in its sole discretion, duly executed by the parties thereto; (p) at least five (5) Business Days prior to the Closing Date (or such shorter period as may be approved by the Lender in its sole discretion), completed background checks and such other documentation and information requested by (or on behalf of) the Lender, in each case satisfactory to the Lender, including information required by Lender to satisfy any “know your customer” requirements, including, without limitation, the Beneficial Ownership Certification; (q) evidence that adequate liability, property, business interruption and builder’s risk insurance required to be maintained under this Agreement is in full force and effect, in each case together with certificates naming the Lender as additional insured, mortgagee and lender’s loss payee, as applicable, with respect to the Collateral and, in the case of any business interruption insurance, accompanied by an assignment of such business interruption insurance in favor of the Lender signed by either the chief financial officerLoan Parties and the applicable insurer; (r) payment of (i) all fees, principal accounting officer costs and expenses then due and payable pursuant to Section 8.3 hereof, to the extent invoiced on or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of prior to the date hereof and (ii) payment of such certificate fees as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on are set forth in the date of such certificateFee Letter; and (ivs) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLPsuch financial statements, counsel for budgets, forecasts, projections and any other information or documents as the Borrower, in form and substance Lender reasonably acceptable to the Administrative Agent; and (c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Daterequests.

Conditions Precedent to Effectiveness. This Agreement (including shall be effective upon the Commitments satisfaction of the Lenders and conditions precedent that the obligations of the Borrower hereunder) Purchaser shall become effective if, have received on or before April 15the Closing Date, 2011, all of the following conditions precedent have been satisfied: (a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative AgentPurchaser, all of the following: (i) Certified copies a copy of resolutions this Agreement duly executed by each of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated herebyparties hereto; (ii) A a certificate of a Responsible Officer of the Secretary or an Assistant Secretary Seller, dated as of Borrower the Closing Date, certifying (A) the names and true signatures of the incumbent officers of the Borrower Seller authorized to sign on behalf of the Seller this Agreement Agreement, the Loan Assignments and the all other documents to be delivered hereunder; executed by the Seller hereunder or in connection herewith (on which certificate the Purchaser and its assignees may conclusively rely until such time as the Purchaser and such assignees shall receive from the Seller, a revised certificate meeting the requirements of this Section 3.1(ii)), (B) that attached thereto are true the copy of the certificate of incorporation of the Seller is a complete and correct copies copy and that such certificate of the organizational documents of the Borrowerincorporation has not been amended, modified or supplemented and is in each case in effect on such date; full force and effect, (C) that attached thereto the copy of the articles of association and by-laws of the Seller are true complete and correct copies copies, and that such articles of all governmental association and regulatory authorizations by-laws have not been amended, modified or supplemented and approvals required for are in full force and effect, and (D) the due resolutions of the board of directors of the Seller approving and authorizing the execution, delivery and performance by the Borrower Seller of this Agreement Agreement, the Loan Assignments and all other documents to be executed by the documents contemplated herebySeller hereunder or in connection herewith; (iii) A certificate signed by either copies of financing statements in proper form for filing (the chief financial officer“Facility Financing Statements”) describing the Sale Portfolio, principal accounting officer or treasurer and naming the Seller as the “Debtor/Seller”, the Purchaser as “Assignor Secured Party/Buyer” and the Collateral Agent, for the benefit of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and Secured Parties, as of the date of such certificate as though made on and as of such date and (B) no Event of Default “Assignee Secured Party”, or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and (iv) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Borrowerother similar instruments or documents, in form and substance reasonably acceptable sufficient for filing under the UCC or any comparable law of any and all jurisdictions as may be necessary to perfect the Administrative AgentPurchaser’s ownership interest in all Sale Portfolio; (iv) copies of properly authorized termination statements or statements of release (on Form UCC-3) or other similar instruments or documents, if any, in form and substance sufficient for filing under the UCC or any comparable law of any and all jurisdictions as may be necessary to release all security interests and similar rights of any Person in the Sale Portfolio previously granted by the Seller; and (cv) copies of tax and judgment lien searches in all jurisdictions reasonably requested by the Administrative Agent shall have received evidence, satisfactory Purchaser or its assignees and requests for information (or a similar UCC search report certified by a party acceptable to the Administrative AgentPurchaser and its assigns), that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, dated a date reasonably near to the extent billedClosing Date, expenses payable by and with respect to such requests for information or UCC searches, listing all effective financing statements which name the Borrower hereunder on Seller (under its present name and any previous name) as debtor and which are filed in the Effective Date State of Maryland, together with copies of such financing statements (including amounts then payable to the Joint Active Lead Arrangers and the Agentsnone of which shall cover any Sale Portfolio). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Date.

Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15May 23, 20112018, all of the following conditions precedent have been satisfied: (a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent: (i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby; (ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby; (iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; (iv) Any notes requested by a Lender, substantially in the form of Exhibit C; and (ivv) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and (cb) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents)Date. Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, Borrower and the Lenders and the LC Issuers as to the Effective Date.

Conditions Precedent to Effectiveness. This Agreement (including The obligation of each Lender and each LC Issuing Bank to make the Commitments initial Extension of the Lenders and the obligations of the Borrower hereunder) Credit to be made by it hereunder shall become effective if, on or before April 15, 2011, all and as of the first date on which the following conditions precedent have been satisfied: (a) the The Administrative Agent shall have received evidence, satisfactory to on or before such date of effectiveness the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsfollowing, each dated a date such day (except as noted otherwise below), in form and substance reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory and, to the extent requested by the Administrative Agent, in sufficient copies (except with respect to the promissory notes described in paragraph (ii) below) for each Lender and each LC Issuing Bank: (i) A fully executed version of this Agreement and the other Loan Documents; (ii) Promissory notes payable to each Lender that has requested the same prior to such date pursuant to Section 2.10(d), duly executed by the Borrower. (A) A copy of the articles of incorporation or other organizational documents of the Borrower and each amendment thereto, certified by the Secretary of State of Iowa as being a true and correct copy thereof, and (B) a certificate from the Secretary of State of Iowa (dated not more than 10 days prior to the date hereof) attesting to the continued existence and good standing of the Borrower in that State. (iv) Certified copies of the resolutions of the Board board of Directors or equivalent managing body directors of the Borrower approving the transactions contemplated by this Agreement and the other Loan Documents and of all documents evidencing other necessary organizational corporate action of and Governmental Approvals required for the execution, delivery and performance by the Borrower with respect to of this Agreement and the documents contemplated hereby;other Loan Documents. (iiv) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by the Borrower hereunder; , and (B) that attached thereto are true and correct copies of the organizational documents bylaws of the Borrower, in each case Borrower as in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;. (iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and (ivvi) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, in-house counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and. (cvii) A favorable opinion of special New York counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent. (b) On such date, the following statements shall be true and the Administrative Agent shall have received evidencefor the account of each Lender a certificate signed by a duly authorized officer of the Borrower, satisfactory to dated such date, stating that: (i) The representations and warranties of the Borrower contained in this Agreement are true and correct on and as of the date of such effectiveness as though made on and as of such date, and (ii) No event has occurred and is continuing that constitutes a Default. (c) The Borrower shall have paid all accrued fees and expenses under the Existing Credit Agreement payable on the date hereof and all accrued fees and expenses of the Administrative Agent, that the Borrower has paid Joint Lead Arrangers and the Lenders payable on the date hereof (or will pay with including the proceeds accrued fees and expenses of counsel to the initial Credit ExtensionsAdministrative Agent to the extent then due and payable). (d) The Administrative Agent shall have received all fees anddocumentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent billed, expenses payable such documentation or information is requested by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, on behalf of the Lenders and reasonably in advance of the date hereof. (e) [reserved]. (f) The Administrative Agent shall have received such other approvals or documents as the Administrative Agent, any Lender or any LC Issuers as to Issuing Bank shall have reasonably requested through the Effective DateAdministrative Agent reasonably in advance of the date hereof.

Conditions Precedent to Effectiveness. This The effectiveness of this Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all is conditioned upon satisfaction of the following conditions precedent have been satisfiedprecedent: (a) the Administrative Agent shall have received evidence, satisfactory to the Administrative The Agent, that the Borrower has paid (or will pay with the proceeds ’s receipt of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by an Authorized Officer of the following documentssigning Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date reasonably satisfactory to the Administrative Agent before such date) and otherwise each in form and substance satisfactory to the Administrative Agent: (i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and duly executed by each of all documents evidencing other necessary organizational action of Holdings, the Borrower with respect to this Agreement Borrowers, the Agent, and the documents contemplated hereby;Lenders. (ii) A certificate the Security Documents (including, without limitation, the Security Agreement), each duly executed by the applicable Loan Parties; (iii) reserved; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Authorized Officers of each Loan Party as the Secretary or an Assistant Secretary of Borrower certifying Agent may reasonably require evidencing (A) the names and true signatures authority of the officers of the Borrower authorized each Loan Party to sign enter into this Agreement and the other documents Loan Documents to which such Loan Party is a party or is to be delivered hereunder; a party and (B) the identity, authority and capacity of each Authorized Officer thereof authorized to act as an Authorized Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (v) copies of each Loan Party’s organization or other governing documents and such other documents and certifications as the Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where failure to so qualify could reasonably be expected to have a Material Adverse Effect; (vi) an opinion of in house counsel to Holdings and of one or more special or local counsel to Holdings, the Borrowers, and the other Loan Parties, addressed to the Agent and each Lender as to such matters as the Agent may reasonably request; (vii) a certificate signed by an Authorized Officer of Holdings and the Borrowers certifying (A) that the conditions specified in Section 4.02 have been satisfied and (B) that attached thereto are true and correct copies the incurrence of the organizational documents Term Loans does not conflict with (i) the indenture governing the Existing Second Lien Notes or (ii) the First Lien Credit Agreement, (B) that the Loan Parties, taken as a whole, are Solvent as of the Borrower, in each case in date hereof after giving effect on such date; to the transactions contemplated hereby and (C) that attached thereto are the Perfection Certificate is true and correct copies of in all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby; (iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificatematerial respects; and (ivviii) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLPsuch other customary certificates, counsel for documents or consents as the BorrowerAgent reasonably may require. (b) all actions required by law or reasonably requested by the Collateral Agent or the Agent to be undertaken, in form and substance all, documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably acceptable requested by the Collateral Agent or the Agent to be filed, registered, or recorded to create or perfect the Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded to the Administrative satisfaction of the Agent; and (c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid Reserved. (or will pay with the proceeds of the initial Credit Extensionsd) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date Reserved. (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Datee) Reserved.

Conditions Precedent to Effectiveness. This Agreement (including The obligation of each Lender and each LC Issuing Bank to make the Commitments initial Extension of the Lenders and the obligations of the Borrower hereunder) Credit to be made by it hereunder shall become effective if, on or before April 15, 2011, all and as of the first date on which the following conditions precedent have been satisfied: (a) the The Administrative Agent shall have received evidence, satisfactory to on or before such date of effectiveness the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsfollowing, each dated a date such day (except as noted otherwise below), in form and substance reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory and, to the extent requested by the Administrative Agent, in sufficient copies (except with respect to the promissory notes described in paragraph (ii) below) for each Lender and each LC Issuing Bank: (i) A fully executed version of this Agreement and the other Loan Documents; (ii) Promissory notes payable to each Lender that has requested the same prior to such date pursuant to Section 2.10(d), duly executed by the Borrower. (A) A copy of the articles of incorporation or other organizational documents of the Borrower and each amendment thereto, certified by the Secretary of State of Oregon as being a true and correct copy thereof, and (B) a certificate from the Secretary of State of Oregon (dated not more than 10 days prior to the date hereof) attesting to the continued existence and good standing of the Borrower in that State. (iv) Certified copies of the resolutions of the Board board of Directors or equivalent managing body directors of the Borrower approving the transactions contemplated by this Agreement and the other Loan Documents and of all documents evidencing other necessary organizational corporate action of and Governmental Approvals required for the execution, delivery and performance by the Borrower with respect to of this Agreement and the documents contemplated hereby;other Loan Documents. (iiv) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by the Borrower hereunder; , and (B) that attached thereto are true and correct copies of the organizational documents bylaws of the Borrower, in each case Borrower as in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;. (iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and (ivvi) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, in-house counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and. (cvii) A favorable opinion of special New York counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent. (b) On such date, the following statements shall be true and the Administrative Agent shall have received evidencefor the account of each Lender a certificate signed by a duly authorized officer of the Borrower, satisfactory to dated such date, stating that: (i) The representations and warranties of the Borrower contained in this Agreement are true and correct on and as of the date of such effectiveness as though made on and as of such date, and (ii) No event has occurred and is continuing that constitutes a Default. (c) The Borrower shall have paid all accrued fees and expenses under the Existing Credit Agreement payable on the date hereof and all accrued fees and expenses of the Administrative Agent, that the Borrower has paid Joint Lead Arrangers and the Lenders payable on the date hereof (or will pay with including the proceeds accrued fees and expenses of counsel to the initial Credit ExtensionsAdministrative Agent to the extent then due and payable). (d) The Administrative Agent shall have received all fees anddocumentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent billed, expenses payable such documentation or information is requested by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, on behalf of the Lenders and reasonably in advance of the date hereof. (e) The Administrative Agent shall have received such other approvals or documents as the Administrative Agent, any Lender or any LC Issuers as to Issuing Bank shall have reasonably requested through the Effective DateAdministrative Agent reasonably in advance of the date hereof.

Conditions Precedent to Effectiveness. This Agreement (including the Commitments The obligation of the Lenders and Lender to make any Term Loan hereunder is subject to the obligations of the Borrower hereunder) shall become effective ifcondition precedent that, on or before April 15the Closing Date, 2011, all of the following conditions precedent have been satisfied: (a) the Administrative Agent Lender shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsfollowing, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative AgentLender: (a) this Agreement, the Collateral Documents and the other Loan Documents to be entered into on the Closing Date, each signed by a Responsible Officer of each Loan Party and a duly authorized officer of each other party thereto, together with all other original items required to be delivered pursuant to the Collateral Documents or any other Loan Document; (b) a certificate of a Responsible Officer of each Loan Party, attaching (i) the Organizational Documents of such Loan Party, (ii) resolutions or other action of the Governing Board of such Loan Party approving the transactions and other matters contemplated by the Loan Documents to which it is a party, and (iii) an incumbency certificate evidencing the identity, authority and capacity of each Responsible Officer of such Loan Party authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which it is a party; (c) such other documents and certificates as the Lender may request relating to the organization, existence and good standing of each Loan Party and any other legal matters relating to the Loan Parties, the Loan Documents or the transactions contemplated thereby; (d) a certificate of status, compliance or like certificate for each Loan Party and Subsidiary from the appropriate Governmental Authority of the jurisdiction of incorporation or formation of such Person and each jurisdiction where it is required to qualify to do business, each dated not more than thirty (30) days prior to the Closing Date; (e) a certificate of a Responsible Officer of the Company, dated as of the Closing Date and attaching reasonably detailed calculations demonstrating pro forma compliance with the minimum Liquidity covenant set forth in Section 6.8(d) after giving effect to the Term Loans to be funded on the Closing Date; (f) an appropriately completed Perfection Certificate with respect to the Borrowers and the other Loan Parties, dated as of the Closing Date and duly executed by a Responsible Officer of the Borrowers; (g) one or more opinions of counsel to the Loan Parties, addressed to the Lender and dated the Closing Date, in form and substance satisfactory to the Lender (covering the jurisdiction of formation of each Loan Party, the jurisdiction of the governing law of each Loan Document and the jurisdiction in which any Farm Project Site is located, as applicable); (h) with respect to the Existing Bridge Indebtedness and any other Indebtedness or other obligations owing by the Loan Parties to any Exiting Lenders: (i) Certified copies of resolutions evidence that all such Indebtedness has been, or as of the Board of Directors Closing Date will be, repaid in full in cash and all such obligations have been, or equivalent managing body as of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated herebyClosing Date will be, terminated; (ii) A certificate of the Secretary a payoff letter (accompanied by such other discharges, releases (including, without limitation, mortgage releases), terminations or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of as the organizational documents of the BorrowerLender may request in its sole discretion), in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance duly executed by the Borrower Exiting Lenders or their agent, as applicable, releasing effective as of this Agreement the Closing Date all Liens on any assets of any Loan Parties or any Subsidiaries of any Loan Party granted in favor of the Exiting Lenders upon receipt of the payoff amount on the Closing Date and authorizing the documents contemplated herebyBorrowers, the Lender or their respective designees to file UCC-3 termination statements and such other releases and terminations as necessary to terminate any and all such Liens; (iiii) A certificate Lien searches with respect to the Loan Parties and any Subsidiary in scope satisfactory to the Lender and with results showing no Liens (other than Liens in favor of the Lender, other Permitted Liens and Liens authorized to be released on the Closing Date in accordance with Section 4.1(h)) and otherwise satisfactory to the Lender; (j) UCC financing statements for each jurisdiction as is necessary, in the Lender’s sole discretion, to perfect the Lender’s security interest in the Collateral to the extent such Liens can be perfected by filing or recordation; (k) an executed Account Control Agreement with respect to (i) the Debt Service Reserve Account and (ii) each other deposit, securities and commodity account of the Loan Parties (other than Excluded Accounts); (l) a written consent, duly executed by Holdings and confirming that this Agreement, the other Loan Documents, the Term Loan Facility and the Liens created pursuant to any Loan Document to secure the Obligations are permitted under, and do not conflict with or contravene, the SPAC Merger Agreement; (m) [reserved]; (n) evidence from the Borrowers that all material governmental and third-party consents required to effectuate the transactions contemplated by the Loan Documents have been obtained; (o) true, correct and complete copies of the Closing Date Warrant Agreement and all other Material Agreements then in effect (including, without limitation, to the extent not previously delivered to the Lender, all Farm Lease Agreements then in effect) of the Borrowers, the Guarantors and any Subsidiary, each of which shall be satisfactory to the Lender, together with such Collateral Assignments of such Material Agreements and acknowledgments by such counterparties as may be reasonably requested by the Lender in its sole discretion, duly executed by the parties thereto; (p) at least five (5) Business Days prior to the Closing Date (or such shorter period as may be approved by the Lender in its sole discretion), completed background checks and such other documentation and information requested by (or on behalf of) the Lender, in each case satisfactory to the Lender, including information required by Lender to satisfy any “know your customer” requirements, including, without limitation, the Beneficial Ownership Certification; (q) evidence that adequate liability, property, business interruption and builder’s risk insurance required to be maintained under this Agreement is in full force and effect, in each case together with certificates naming the Lender as additional insured, mortgagee and lender’s loss payee, as applicable, with respect to the Collateral and, in the case of any business interruption insurance, accompanied by an assignment of such business interruption insurance in favor of the Lender signed by either the chief financial officerLoan Parties and the applicable insurer; (r) payment of (i) all fees, principal accounting officer costs and expenses then due and payable pursuant to Section 8.3 hereof, to the extent invoiced on or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of prior to the date hereof and (ii) payment of such certificate fees as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on are set forth in the date of such certificateFee Letter; and (ivs) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLPsuch financial statements, counsel for budgets, forecasts, projections and any other information or documents as the Borrower, in form and substance Lender reasonably acceptable to the Administrative Agent; and (c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Daterequests.

Conditions Precedent to Effectiveness. This Agreement (including The effectiveness of this Amendment is subject to the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all satisfaction of the following conditions precedent precedent, unless specifically waived in writing by Agent (the date on which the conditions have been satisfied:satisfied or waived in writing by Agent, the “Effective Date”): (a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each duly executed version of the following documents, in each dated a date reasonably satisfactory to the Administrative Agent and otherwise case, in form and substance satisfactory to the Administrative Agent: (i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated herebyAmendment; (ii) A that certain (A) Fourth Amended and Restated Revolving Credit Note, dated as of the date hereof and made in favor of PNC by the Borrowers in the principal amount of $55,000,000, (B) Amended and Restated Revolving Credit Note, dated as of the date hereof made in favor of U.S. Bank National Association by the Borrowers in the principal amount of $27,500,000 and (C) Second Amended and Restated Swing Loan Note, dated as of the date hereof and made in favor of PNC by the Borrowers in the principal amount of $11,000,000; (iii) that certain Second Amendment Fee Letter, dated as of the date hereof, by and among the Borrowers, Agent and PNC Capital Markets, LLC; (iv) that certain Officer’s Closing Certificate, dated as of the date hereof, made by ▇▇▇▇▇▇▇ in favor of Agent; (v) a certificate of the Secretary or an Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower certifying in form and substance satisfactory to Agent dated as of the date hereof which shall certify (Ai) copies of resolutions in form and substance reasonably satisfactory to Agent, of the board of directors (or other equivalent governing body, member or partner) of such Borrower authorizing the execution, delivery and performance of this Amendment and any Other Document related thereto, (ii) the names incumbency and true signatures signature of the officers of the such Borrower authorized to sign execute this Agreement Amendment and the other documents to be delivered hereunder; such Other Documents, (Biii) that attached thereto are true and correct copies of the organizational documents Organizational Documents of the Borrower, in each case such Borrower as in effect on such date; , complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation or related document, by the Secretary of State or other appropriate official of such Borrower’s jurisdiction of formation not more than thirty (30) days prior to the date hereof and (Civ) that attached thereto are true and correct copies the good standing (or equivalent status) of all governmental and regulatory authorizations and approvals required for such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) (or the due executionequivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the date hereof, delivery and performance issued by the Borrower Secretary of this Agreement and the documents contemplated herebyState or other appropriate official of such jurisdiction; (iiivi) A certificate signed by either the chief financial officer, principal accounting officer or treasurer executed legal opinions of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and (iv) A favorable opinion of ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Borrower, in form and substance reasonably acceptable which shall cover such matters incident to the Administrative Agenttransactions contemplated by this Amendment and related agreements as Agent may reasonably require; and (cvii) the Administrative all other documents and information as shall be reasonably requested by Agent or any Lender; (b) Agent shall have received evidenceupdated lien searches on each Borrower, the results of which shall be satisfactory to the Administrative AgentRequired Lenders and shall reveal no liens other than Permitted Encumbrances; (c) After giving effect to this Amendment (for the avoidance of doubt, including the waiver of the Specified Events of Default set forth in Section 4.01), the representations and warranties made by the Loan Parties contained herein and in the Credit Agreement, as amended hereby, and the Other Documents, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the date hereof, as if those representations and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such other date; (d) After giving effect to this Amendment (for the Borrower has paid avoidance of doubt, including the waiver of the Specified Events of Default set forth in Section 4.01), no Default or Event of Default shall exist under the Credit Agreement or any of the Other Documents, and no Default or Event of Default will result under the Credit Agreement or any Other Documents from the execution, delivery or performance of this Amendment; and (or will pay e) Agent shall have received payment of all fees and expenses (i) due and payable under the Fee Letter and (ii) incurred by Agent and the Required Lenders in connection with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereofAgreement, the Administrative Agent shall notify the Borrower, the Lenders Other Documents and the LC Issuers as to the Effective Datethis Amendment.

Conditions Precedent to Effectiveness. This Agreement shall be effective on the date (including the Commitments of the Lenders and the obligations of the Borrower hereunder“Effective Date”) shall become effective if, on or before April 15, 2011, all that each of the following conditions precedent shall have been satisfiedfulfilled: (a) the Administrative The Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsfollowing, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent: (i) Certified copies counterparts of resolutions this Agreement executed by each of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated herebyparties hereto; (ii) A Term Loan Notes executed by the Borrower, payable to each Lender requesting a Term Loan Note and complying with the applicable provisions of Section 2.11.; (iii) the Guaranty executed by each Subsidiary which is required to be a Guarantor pursuant to Section 4.3., if any, as of the Effective Date, and the Springing Guaranty executed by the Parent; (iv) the articles of incorporation, articles of organization, certificate of limited partnership or other comparable organizational instrument (if any) of the Borrower and each other Loan Party certified by the Secretary of State of the state of formation of such Loan Party; (v) a certificate of good standing or certificate of similar meaning with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued by each Secretary of State (and any state department of taxation, as applicable) of the state in which such Loan Party has its principal place of business; (vi) a certificate of incumbency signed by the Secretary or an Assistant Secretary (or other individual performing similar functions) of Borrower certifying (A) each Loan Party with respect to each of the names officers of such Loan Party authorized to execute and true signatures deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, and the officers of the Borrower then authorized to sign this Agreement deliver Notices of Borrowing, Notices of Continuation and Notices of Conversion; (vii) copies certified by the Secretary or Assistant Secretary (or other documents to be delivered hereunder; individual performing similar functions) of each Loan Party of (Bi) that attached thereto are true and correct copies the by-laws of such Loan Party, if a corporation, the organizational documents operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of the Borrower, in each case in effect on such date; any other form of legal entity and (Cii) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for corporate, partnership, member or other necessary action taken by such Loan Party to authorize the due execution, delivery and performance of the Loan Documents to which it is a party; (viii) an opinion of counsel to the Loan Parties, addressed to the Agent and the Lenders, in form reasonably satisfactory to the Agent; (ix) the Fees then due and payable under Section 3.6., and any other Fees payable to the Agent and the Lenders on or prior to the Effective Date to the extent such Fees have been invoiced prior to the Effective Date; (x) a Compliance Certificate (which for the purposes of the delivery pursuant to this section may be executed by the Borrower executive vice president, general counsel and secretary of the Parent instead of the chief financial officer of the Parent) calculated as of the Effective Date (and giving pro forma effect to the financing evidenced by this Agreement and the documents contemplated herebyuse of the proceeds of the Loans, if any, to be funded on the Effective Date); (xi) Reserved; (xii) Reserved; (xiii) a disbursement statement setting forth in reasonable detail the application of the initial Loans being funded on the Effective Date, if any, and other closing costs and fees; (xiv) Reserved; (xv) Reserved; and (xvi) such other documents, agreements and instruments as the Agent on behalf of the Lenders may reasonably request. (b) In the good faith judgment of the Agent and the Lenders: (i) there shall not have occurred or become known to the Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Parent, the Borrower and its other Subsidiaries delivered to the Agent and the Lenders prior to the Effective Date that has had or could reasonably be expected to result in a Material Adverse Effect; (ii) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (1) result in a Material Adverse Effect or (2) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of any Loan Party to fulfill its obligations under the Loan Documents to which it is a party; and (iii) A certificate signed the Parent, the Borrower and its other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (1) any Applicable Law or (2) any agreement, document or instrument to which the Borrower or any other Loan Party is a party or by either which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the chief financial officerreceipt, principal accounting officer making or treasurer giving of which would not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower stating that (A) or any other Loan Party to fulfill its obligations under the representations and warranties contained in Section 4.01 are correct on and as Loan Documents to which it is a party or the ability of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and (iv) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Borrower, in form and substance reasonably acceptable Agent to the Administrative Agent; and (c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Dateexercise its remedies hereunder.

Conditions Precedent to Effectiveness. This Agreement Amendment shall be effective upon the date (including such date, the Commitments of the Lenders and the obligations of the Borrower hereunder“First Amendment Effective Date”) shall become effective if, on or before April 15, 2011, all that each of the following conditions precedent have been is satisfied: (a) the The Administrative Agent shall have received evidence, satisfactory to the Administrative a counterpart signature page of this Amendment duly executed by (i) each Agent, that (ii) the Borrower has paid and (or will pay with iii) the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminatedRequired Lenders; (b) the Administrative Agent The Required Lenders shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission copy of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory duly executed amendment to the Administrative Agent and otherwise First Lien Credit Agreement, which shall be in form and substance satisfactory to the Administrative Agent:Required Lenders; (c) The Required Lenders shall have received a customary legal opinion of Dechert LLP, special counsel to the Borrower and the other Loan Parties, in connection with this Amendment, which shall be in form and substance satisfactory to the Required Lenders; (d) The Required Lenders shall have received a certificate from the secretary of each Loan Party (i) Certified copies of certifying to and attaching resolutions of the Board of Directors or equivalent managing body of the Borrower approving authorizing the transactions contemplated by this Agreement the Amendment, which shall be in form and of all documents evidencing other necessary organizational action of substance satisfactory to the Borrower with respect to this Agreement and the documents contemplated hereby; Required Lenders, (ii) A certificate certifying that the Organizational Documents of such Loan Party have not been amended, amended and restated or otherwise modified since the Secretary Closing Date (or an Assistant Secretary of Borrower certifying (A) the names attaching such amendments or other modifications), and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby; (iii) A attaching a certificate signed by either of good standing (to the chief financial officer, principal accounting officer extent such concept or treasurer of a similar concept exists under the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date laws of such certificate as though made on and as Loan Party’s jurisdiction of organization) of such date Loan Party (other than DBG Holdings Subsidiary Inc. (“DBG Holdings”) and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and (iv) A favorable opinion of ▇▇H▇▇▇▇▇ Clothing, LLC (“H▇▇▇▇▇ LLP, counsel for Clothing”)) as of a recent date from the Borrower, in form and substance reasonably acceptable to Secretary of State (or other similar official) of the Administrative Agentjurisdiction or organization of such Loan Party; and (ce) the Administrative Agent The Required Lenders shall have received evidence, satisfactory a certificate from the Chief Financial Officer of the Borrower certifying to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensionsmatters set forth in Section 3(d) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Datehereof.

Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all of the following conditions precedent have been satisfied: (a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart The effectiveness of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsAmendment is expressly conditioned upon satisfaction, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to Lender, of each of the Administrative Agentfollowing conditions: (a) receipt by Lender of: (i) Certified the approval of this Amendment and the transactions contemplated hereby from its primary credit authority, (ii) one or more counterparts of this Amendment, duly executed and delivered by Borrower and Lender, (iii) one or more counterparts of the Convertible Note Subordination Agreement, duly executed and delivered by each Subordinated Creditor party thereto, Borrower and Lender, (iv) true, correct and complete copies of all Convertible Note Documents, each of which shall be in form and substance acceptable to Lender, (v) confirmation that all conditions precedent to the closing of the Convertible Note Purchase Agreement (including an “Aggregate Loan Facility” as defined therein in an amount of at least $66,000,000) and the issuance of the initial Convertible Notes thereunder have been satisfied, and Borrower has received and deposited into its Deposit Accounts maintained with CIBC Bank USA net proceeds therefrom in an aggregate amount of at least $31,500,000, (vi) evidence confirming Borrower has deposited into its Deposit Accounts maintained with CIBC Bank USA cash in an aggregate amount of at least $33,000,000, (vii) a certificate of Pulmonx, duly executed by a Responsible Officer of Pulmonx, certifying and attaching resolutions duly adopted by all of the directors of the Board of Directors or equivalent managing body Pulmonx approving execution and delivery of this Amendment and the Convertible Note Documents, the performance of its obligations thereunder and the incurrence of the Borrower approving Indebtedness under the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action Convertible Note Documents, (viii) payment of the Borrower with respect to amendment fee described in Section 8 of this Agreement Amendment, and (ix) such other documents and the documents contemplated herebyagreements as Lender may reasonably require; (iib) A certificate of the Secretary in Lender’s sole but reasonable discretion, there has not been any event or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized circumstance that has had or could reasonably be expected to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby; (iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and (iv) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agenthave a Material Adverse Effect; and (c) the Administrative Agent Lender and its counsel shall have received evidencecompleted their due diligence review, in each case, with outcomes satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective DateLender.

Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15October 16, 20112015, all of the following conditions precedent have been satisfied: (a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility Agreement (after giving effect to the last sentence of Section 2.16.1) and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent: (i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby; (ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby; (iii) A certificate signed by either any of the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and (iv) A favorable opinion of ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ LLP, counsel for the Borrower, substantially in the form and substance reasonably acceptable to the Administrative Agentof Exhibit D; and (c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Closing Date (including amounts then payable to the Joint Active Lead Arrangers and the AgentsAdministrative Agent). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers Issuer as to the Effective Closing Date.

Conditions Precedent to Effectiveness. This Agreement (including The effectiveness of this Amendment is subject to the Commitments truth and accuracy of the Lenders warranties and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all of the following conditions precedent have been satisfied: (a) representations set forth in Sections 5 and 6 below and receipt by the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsfollowing, each dated a date reasonably satisfactory to the Administrative Agent and otherwise of which shall be in form and substance satisfactory to the Administrative Agent: (ia) Certified copies of resolutions of This Amendment, duly executed and delivered by the Board of Directors or equivalent managing body of Borrower, Holdings, the Borrower approving Subsidiary Loan Parties, the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement Lenders and the documents contemplated herebyAdministrative Agent; (iib) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures dated as of the officers date hereof signed by a Responsible Officer of the Borrower authorized certifying that, immediately before and after giving effect to sign this Agreement and the other documents to be delivered hereunder; Amendment (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby; (iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (Ai) the representations and warranties contained in Section 4.01 Article IV of the Credit Agreement and the other Loan Documents are true and correct on and as of the date of hereof, except to the extent that such certificate as though made on representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct as of such date earlier date; (ii) since December 31, 2014, there has been no event, development or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; and (Biii) no Default or Event of Default (other than such Default or Unmatured Event of Default expressly waived by Section 3 above) has occurred and is continuing on as of the date hereof and no Default or Event of Default will exist after giving effect to the amendments contemplated by this Amendment; (c) For the account of each Lender that has requested a promissory note in respect of such certificate; andLender's Revolving Commitment, a promissory note evidencing such Lender's Revolving Commitment, duly executed by a Responsible Officer of the Borrower; (ivd) A favorable Reaffirmation of Obligations Under Loan Documents (the "Reaffirmation") dated as of the date hereof duly executed by each Loan Party, in the form of Exhibit I attached hereto (e) A legal opinion addressed to the Administrative Agent and each of ▇the Lenders from ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for to the Borrower and Holdings, which opinion shall be dated the date hereof and covering such matters relating to the Borrower, Holdings, this Amendment, and the transactions contemplated hereby as the Administrative Agent or the Lenders shall reasonably request; (f) A certificate, dated as of the date hereof, signed by the Secretary of the Borrower, together with the resolutions of the Borrower in form respect of the authorization and substance reasonably acceptable approval of the transactions contemplated by this Amendment; (g) Certified copies of all consents, approvals, authorizations, registrations and filings and orders required to be made or obtained under applicable law, if any, or by any Contractual Obligation of each Loan Party, in connection with the execution, delivery, performance, validity and enforceability of this Amendment or any of the transactions contemplated hereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired; (h) The payment of all fees and other amounts due and payable on or prior to the effective date of this Amendment, including (x) reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower and Holdings hereunder and under that certain engagement letter dated February 18, 2016 among the Borrower, Holdings and the Lenders and (y) the fees owing under that certain fee letter dated February 18, 2016 among the Borrower, Holdings and the Lenders; and (ci) Such other documents as the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Datemay reasonably request.

Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 157, 20112012, all of the following conditions precedent have been satisfied: (a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that (i) the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that Facility, (ii) all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated, and (iii) all obligations under or relating to the Existing Credit Facility shall have been discharged; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent: (i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby; (ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby; and (D) that attached thereto is a certificate of good standing certified by the Secretary of State of the State of Illinois dated a recent date prior to the date hereof; (iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and (iv) A favorable opinion Favorable opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, outside counsel for the Borrower and of ▇▇▇▇▇ ▇▇▇▇▇▇, Senior Vice President and Deputy General Counsel of Exelon and Assistant Secretary of the Borrower, each in form and substance reasonably acceptable to the Administrative Agent; and; (c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents); and (d) the Administrative Agent and the Lenders shall have received from the Borrower all documentation and other information required by any regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act. Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Date.

Conditions Precedent to Effectiveness. This Agreement (including The obligation of each Lender and each LC Issuing Bank to make the Commitments initial Extension of the Lenders and the obligations of the Borrower hereunder) Credit to be made by it hereunder shall become effective if, on or before April 15, 2011, all and as of the first date on which the following conditions precedent have been satisfied: (a) the The Administrative Agent shall have received evidence, satisfactory to on or before such date of effectiveness the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsfollowing, each dated a date such day (except as noted otherwise below), in form and substance reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory and, to the extent requested by the Administrative Agent, in sufficient copies (except with respect to the promissory notes described in paragraph (ii) below) for each Lender and each LC Issuing Bank: (i) A fully executed version of this Agreement and the other Loan Documents; (ii) Promissory notes payable to each Lender that has requested the same prior to such date pursuant to Section 2.10(d), duly executed by the Borrower. (iii) (A) A copy of the articles of incorporation or other organizational documents of the Borrower and each amendment thereto, certified by the Secretary of State of Iowa as being a true and correct copy thereof, and (B) a certificate from the Secretary of State of Iowa (dated not more than 10 days prior to the date hereof) attesting to the continued existence and good standing of the Borrower in that State. (iv) Certified copies of the resolutions of the Board board of Directors or equivalent managing body directors of the Borrower approving the transactions contemplated by this Agreement and the other Loan Documents and of all documents evidencing other necessary organizational corporate action of and Governmental Approvals required for the execution, delivery and performance by the Borrower with respect to of this Agreement and the documents contemplated hereby;other Loan Documents. (iiv) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by the Borrower hereunder; , and (B) that attached thereto are true and correct copies of the organizational documents bylaws of the Borrower, in each case Borrower as in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;. (iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and (ivvi) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, in-house counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and. (cvii) A favorable opinion of New York counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent. (b) On such date, the following statements shall be true and the Administrative Agent shall have received evidencefor the account of each Lender a certificate signed by a duly authorized officer of the Borrower, satisfactory to dated such date, stating that: (i) The representations and warranties of the Borrower contained in this Agreement are true and correct on and as of the date of such effectiveness as though made on and as of such date, and (ii) No event has occurred and is continuing that constitutes a Default. (c) The Borrower shall have paid all accrued fees and expenses under the Existing Credit Agreement payable on the date hereof and all accrued fees and expenses of the Administrative Agent, that the Borrower has paid Joint Lead Arrangers and the Lenders payable on the date hereof (or will pay with including the proceeds accrued fees and expenses of counsel to the initial Credit ExtensionsAdministrative Agent to the extent then due and payable). (d) The Administrative Agent shall have received all fees anddocumentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent billed, expenses payable such documentation or information is requested by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, on behalf of the Lenders and reasonably in advance of the date hereof. (e) The Administrative Agent shall have received such other approvals or documents as the Administrative Agent, any Lender or any LC Issuers as to Issuing Bank shall have reasonably requested through the Effective DateAdministrative Agent reasonably in advance of the date hereof.

Conditions Precedent to Effectiveness. This Agreement (including a) The effectiveness of this Amendment is subject to the Commitments satisfaction of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all of the following conditions precedent have been satisfiedprecedent: (ai) The Borrower, the Administrative Agent shall have received evidenceGuarantors, satisfactory to the Administrative Agent, that and the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility Required Banks shall have executed and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminateddelivered this Amendment; (bii) the The Administrative Agent shall have received (ia) a counterpart certified copies of resolutions of the boards of directors (or equivalent governing body) of the Parent, the Borrower and each Guarantor authorizing the execution and delivery of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page Amendment and indicating the authorized signers of this AgreementAmendment and the specimen signatures of such signers and (b) that certificates of Good Standing for each party hereto has signed a counterpart Guarantor to the extent relevant; (iii) The Administrative Agent shall have received an opinion of counsel to the Borrower and each Guarantor in form acceptable to the Administrative Agent and covering such matters relating to the transactions contemplated hereby as the Administrative Agent may request; (iv) The Borrower shall have paid to each Bank which executed this Amendment on or prior to June 17, 2009 an amendment fee in the amounts as previously agreed to between the Arrangers and the Parent; and (v) Legal matters incident to the execution and delivery of this Agreement and each of the following documents, each dated a date reasonably Amendment shall be satisfactory to the Administrative Agent and otherwise its counsel. If this Amendment becomes effective, the changes in form the Applicable Margin shall take effect on June 17, 2009 and substance satisfactory to the Administrative Agent: (i) Certified copies on each day thereafter, but any payment of resolutions of the Board of Directors interest due on or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower after June 17, 2009 with respect to this Agreement and any amounts owing for any period prior thereto shall be computed on the documents contemplated hereby; (ii) A certificate basis of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case Applicable Margin in effect on prior to such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby; (iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and (iv) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and (c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Dateeffectiveness.

Conditions Precedent to Effectiveness. This Notwithstanding anything in this Agreement (including to the Commitments of the Lenders and the obligations of the Borrower hereunder) contrary, this Agreement shall not become effective if, on or before April 15, 2011, all until each of the following conditions precedent have has been satisfiedsatisfied or waived in writing by the WIFIA Credit Provider in its sole discretion: (ai) the Administrative Agent The City shall have received evidence, satisfactory duly executed and delivered to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial WIFIA Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of Provider this Agreement) that each party hereto has signed a counterpart of this Agreement , the Resolution and each of the following documentsISA, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent: (i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby;WIFIA Credit Provider. (ii) A certificate The City shall have delivered to the WIFIA Credit Provider complete and fully executed copies of each Financing Document, together with any amendments, waivers or modifications thereto, that has been entered into on or prior to the Effective Date, along with a certification in the City Closing Certificate that each such document is complete, fully executed and in full force and effect, and that all conditions contained in such documents that are necessary to the closing of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents WIFIA transactions contemplated hereby;hereby have been fulfilled. (iii) The City shall have certified to the WIFIA Credit Provider in the City Closing Certificate that each Existing Principal Project Contract is listed on Part A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (ASchedule 12(n) the representations and warranties contained in Section 4.01 are correct each Expected Additional Principal Project Contract is listed on and as Part B of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; andSchedule 12(n). (iv) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Borrower, in form and substance reasonably acceptable Each City Related Party shall have delivered to the Administrative Agent; and WIFIA Credit Provider (cA) the Administrative Agent shall have received evidencea copy of its Organizational Documents, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder as in effect on the Effective Date (including amounts then payable and certified by the Secretary of State of the State, to the Joint Active Lead Arrangers extent applicable), along with a certification in the City Closing Certificate or the Corporation Closing Certificate, as applicable, that such Organizational Documents are in full force and the Agents). Promptly upon the occurrence thereofeffect, and (B) all further instruments and documents (including any resolutions, ordinances, and supplements) as are necessary for each City Related Party to execute and deliver, and to perform its respective obligations under, the Administrative Agent WIFIA Credit Documents to which it is a party and to consummate and implement the transactions contemplated by the WIFIA Credit Documents. (v) Counsel to the City shall notify have rendered to the BorrowerWIFIA Credit Provider legal opinions satisfactory to the WIFIA Credit Provider in its sole discretion (including those opinions set forth on Exhibit G-1 (Opinions Required from Counsel to the City)) and counsel to the Corporation shall have rendered to the WIFIA Credit Provider legal opinions satisfactory to the WIFIA Credit Provider in its sole discretion (including those opinions set forth on Exhibit G-2 (Opinions Required from Special Counsel to the Corporation)). (vi) Each City Related Party shall have delivered to the WIFIA Credit Provider the Non-Debarment Certificate. (vii) The City shall have delivered to the WIFIA Credit Provider the Non- Lobbying Certificate. (viii) The Corporation shall have delivered to the WIFIA Credit Provider a certificate, signed by the Lenders Corporation’s authorized representative, substantially in the form attached hereto as Exhibit H-2 (Form of Corporation Closing Certificate) (the “Corporation Closing Certificate”) (A) designating the Corporation’s authorized representative (B) confirming such person’s position and incumbency, and (C) certifying as to certain other matters. The City shall have delivered to the LC Issuers WIFIA Credit Provider a certificate, signed by the City’s Authorized Representative, substantially in the form attached hereto as Exhibit H-1 (Form of City Closing Certificate) (the “City Closing Certificate”) (A) designating the City’s Authorized Representative, (B) confirming such person’s position and incumbency, and (C) certifying as to the satisfaction of the following conditions precedent: (A) the aggregate of all funds committed to the development and construction of the Project as set forth in the Base Case Financial Model and in the Project Budget are sufficient to carry out the Project, pay all Total Project Costs anticipated for the Project and achieve Substantial Completion by the Projected Substantial Completion Date; (B) each City Related Party has obtained all Governmental Approvals necessary (x) as of the Effective Date.Date in connection with the Project and

Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) Amendment shall become effective if, on or before April 15, 2011, all as of the following conditions precedent date of this Amendment when, and only when, Administrative Agent shall have been satisfiedreceived the following, in form and substance satisfactory to Administrative Agent: (a) counterparts of this Amendment, duly executed each Borrower, Agents and the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminatedLenders; (b) the Administrative Agent shall have received Ratification and Reaffirmation of Guaranty and Pledge Agreement, duly executed by TerrAscend Guarantors; (c) a duly executed A▇▇▇▇▇▇ and Restated Collateral Assignment of Licensing Contracts among Credit Parties, the other parties party thereto and Collateral Agent; (d) a certificate for each Borrower and each TerrAscend Guarantor, duly executed and delivered by an Authorized Officer of each such Person, as to: (i) a counterpart of this Agreement signed on behalf resolutions of each party hereto such Person’s board of managers/directors (or (ii) written evidence (which may include electronic transmission other managing body, in the case of a signed signature page of this AgreementPerson that is not a corporation) that each party hereto has signed a counterpart of this Agreement then in full force and each effect expressly and specifically authorizing, to the extent relevant, all aspects of the following documents, each dated a date reasonably satisfactory Credit Documents applicable to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent: (i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement such Person and the documents contemplated hereby; (ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance of each Credit Document, in each case, to be executed by such Person; (ii) the Borrower incumbency and signatures of this Agreement its Authorized Officers and the documents contemplated hereby; any other of its officers, members, managers or general partner, as applicable, authorized to act with respect to each Credit Document to be executed by such Person; (iii) A certificate signed by either the chief financial officereach such Person’s Organization Documents, principal accounting officer as amended, modified or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and supplemented as of the date hereof, certified by the appropriate officer or official body of the jurisdiction of organization of such certificate as though made on Person, or, for each of clauses (i), (ii) and as (iii) above, a confirmation that such documents have not changed since the most recent certification to Administrative Agent and (iv) certificates of good standing or letter of status (or the local equivalent thereof, if applicable) with respect to such Person, each dated within a recent date prior to the date hereof, such certificates to be issued by the appropriate officer or official body of the jurisdiction of organization of such date Person, which certificate shall indicate that such Person is in good standing in such jurisdiction; (e) payment in cash by Borrowers of (i) all amendment and closing fees, (Bii) no Event of Default or Unmatured Event of Default has occurred existing Indebtedness and is continuing fees owing to Lenders on the date hereof under the Existing Credit Agreement, (iii) all costs and expenses incurred by Agents in connection with the preparation, execution, and delivery of such certificate; and this Amendment and each other Credit Documents executed in connection herewith or relating hereto and (iv) A favorable opinion all other costs and expenses due and payable to any Agent pursuant to Section 12.05 of the Credit Agreement (including the fees, disbursements and other charges of counsel to Agents as provided therein), in each case, as set forth in that certain Disbursement Letter duly executed by B▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Borrower, in form and substance reasonably acceptable ; (f) lien searches as to the Administrative Agentall Credit Parties; and (cg) such other documents and opinions to be executed or delivered by the Administrative Agent shall have received evidence, satisfactory to Credit Parties as may be reasonably requested by the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Date.

Conditions Precedent to Effectiveness. This Agreement Limited Waiver, Release, and Amendment shall be effective on the date (including the Commitments of “Effective Date”) upon which the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all Administrative Agent receives each of the following items (other than the items listed on Schedule 7.1, as revised hereby, which items or conditions precedent have been satisfied:are hereby permitted to be delivered or satisfied after the Effective Date, but not later than the respective dates for delivery or satisfaction specified on Schedule 7.1): (a) counterparts of this Limited Waiver, Release, and Amendment executed by the Administrative Agent shall have received evidenceCompany, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminatedLenders; (b) the Administrative Agent shall have received (i) a counterpart of this Guarantors’ Consent and Agreement signed on behalf of executed by each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent: (i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated herebyGuarantor; (iic) A certificate a Revolver Note for each Lender requesting a Note, payable to the order of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrowersuch requesting Lender, in each case in effect on reflecting such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated herebyLender’s revised Commitment; (iiid) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and (iv) A favorable opinion legal opinions of ▇▇▇▇▇▇ ▇. ▇▇▇▇, General Counsel of Vail Resorts, Inc., and ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special New York counsel for to the BorrowerCompany and the other Restricted Subsidiaries, each in form and substance reasonably acceptable to the Administrative Agent; and (c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent; (e) an Officers’ Certificate for the Restricted Companies (i) attaching resolutions authorizing the transactions contemplated hereby, (ii) certifying that no changes have been made to the Borrower has paid Restricted Companies’ respective articles of incorporation or organization, bylaws, or operating agreements since the date such documents were previously provided to the Administrative Agent, as applicable, (or will pay with iii) listing the proceeds names and titles of the initial Credit ExtensionsResponsible Officers, and (iv) providing specimen signatures for such Responsible Officers; (f) a certificate signed by a Responsible Officer certifying that (i) all fees andof the representations and warranties of the Companies in the Loan Papers are true and correct in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by the Credit Agreement); (ii) no Default or Potential Default exists under the Credit Agreement or would result from the execution and delivery of this Limited Waiver, Release, and Amendment; (iii) there has been no event or circumstance since July 31, 2006 that has had or could be reasonably expected to result in, either individually or in the aggregate, a Material Adverse Event; and (iv) except as set forth on Schedule 8.7 of the Credit Agreement, there is no action, suit, investigation, or proceeding pending or, to the extent billedknowledge of Borrower, expenses payable threatened, in any court or before any arbitrator or Governmental Authority that could reasonably be expected to (A) materially and adversely affect the Companies, or (B) adversely affect any transaction contemplated by the Borrower hereunder on Credit Agreement, the rights and remedies of the Administrative Agent, Lenders, and the L/C Issuers under the Credit Agreement, or the ability of the Companies or any other obligor under any Guaranty to perform their respective obligations under the Credit Agreement; (g) evidence (in form and substance satisfactory to the Administrative Agent) that the Commitment Usage does not exceed the Total Commitment (as reduced hereby); (h) such organizational documents, Guaranties, Pledge Agreements, financing statements, and other documents as the Administrative Agent may deem reasonably necessary to reflect the changes to Schedule 8.2 (including, without limitation, the addition of NPHC as a Restricted Subsidiary); and (i) payment of an extension fee for the benefit of the Lenders equal to the product of (a) five basis points (0.05%) times (b) the Total Commitment as of the Effective Date (including amounts then payable after giving effect to the Joint Active Lead Arrangers reduction in the Total Commitment contemplated by this Limited Waiver, Release, and the AgentsAmendment). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Date.

Conditions Precedent to Effectiveness. This Agreement (including The effectiveness of this Amendment is subject to the Commitments truth and accuracy of the Lenders warranties and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all of the following conditions precedent have been satisfied: (a) representations set forth in Sections 5 and 7 below and receipt by the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsfollowing, each dated a date reasonably satisfactory to the Administrative Agent and otherwise of which shall be in form and substance satisfactory to the Administrative Agent: (ia) Certified copies of resolutions of This Amendment, duly executed and delivered by the Board of Directors or equivalent managing body of Borrower, Holdings, the Borrower approving Subsidiary Loan Parties, the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement Required Lenders and the documents contemplated herebyAdministrative Agent; (iib) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures dated as of the officers date hereof signed by a Responsible Officer of the Borrower authorized certifying that, immediately before and after giving effect to sign this Agreement and the other documents to be delivered hereunder; Amendment (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby; (iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (Ai) the representations and warranties contained in Section 4.01 Article IV of the Credit Agreement and the other Loan Documents are true and correct on and as of the date of hereof, except to the extent that such certificate as though made on representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct as of such date earlier date; (ii) since December 31, 2014, there has been no event, development or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; and (Biii) no Default or Event of Default (other than such Default or Unmatured Event of Default expressly waived by Section 3 above) has occurred and is continuing on as of the date hereof and no Default or Event of such certificateDefault will exist after giving effect to the amendments contemplated by this Amendment; (c) A Reaffirmation of Obligations Under Loan Documents (the "Reaffirmation") dated as of the date hereof duly executed by each Loan Party, in the form of Exhibit I attached hereto; (d) The payment of all fees and other amounts due and payable on or prior to the effective date of this Amendment, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Amendment and the other documents and agreements executed and delivered in connection herewith) required to be reimbursed or paid by the Borrower and Holdings hereunder; and (ive) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and (c) Such other documents as the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Datemay reasonably request.

Conditions Precedent to Effectiveness. This The effectiveness of this Agreement (including is subject to the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all satisfaction of the following conditions precedent on and as of the first date (the “Effective Date”) on which such conditions precedent have been satisfied: (a) the The Administrative Agent and the Arranger shall have received evidence, satisfactory to on or before the Administrative Agent, that the Borrower has paid (or will pay with the proceeds day of the initial Initial Extension of Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsfollowing, each dated a date reasonably satisfactory to the Administrative Agent and such day (unless otherwise specified), in form and substance satisfactory to the Administrative AgentAgent and the Arranger (unless otherwise specified) and (except for the Notes) in sufficient copies for each Lender Party: (i) a counterpart to this agreement duly executed by a Responsible Officer of each Loan Party. (ii) The Notes payable to the order of the Lenders to the extent requested by the Lenders pursuant to the terms of Section 2.16. (iii) A pledge agreement in substantially the form of Exhibit D hereto (together with each other Pledge Agreement and pledge agreement supplement delivered pursuant to Section 5.01(j) or otherwise, in each case as amended, the “Pledge Agreement”), duly executed by each Loan Party, together with: (A) certificates representing the Pledged Shares referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, (B) proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions (other than the State of Tennessee) that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority Liens created under the Pledge Agreement, covering the Collateral described in the Pledge Agreement, (C) completed requests for information, dated on or before the date of the Initial Extension of Credit, listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any of the Loan Parties as debtor, together with copies of such other financing statements, all as satisfactory to the ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, (▇) evidence of the completion of all other recordings and filings of or with respect to the Pledge Agreement (or, as the Administrative Agent may determine, delivery to the Administrative Agent of satisfactory documentation with respect thereto) that the Administrative Agent may deem necessary or desirable in order to perfect and protect the Liens created thereunder, (E) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority Liens created under the Pledge Agreement has been taken, and (F) receipt of duly executed payoff letters in respect of the Borrower’s revolving credit facility existing immediately prior to the Initial Extension of Credit. (iv) Certified copies of (A) the resolutions of the Board of Directors (or equivalent managing body other governing body) of the Borrower each Loan Party approving the transactions contemplated by this Agreement Transaction and each Transaction Document to which it is or is to be a party as in full force and effect on, and without amendment or modification as of, the Effective Date, and of all documents evidencing other necessary organizational corporate action of the Borrower and governmental approvals and (B) other third party approvals and consents, if any, with respect to this Agreement the Transaction and each Transaction Document to which it is or is to be a party. (v) A copy of a certificate of the Secretary of State (or other appropriate officer) of the jurisdiction of incorporation or formation of each Loan Party, dated reasonably near the Effective Date, certifying (A) as to a true and correct copy of the charter or certificate of formation, and each amendment thereto, of such Loan Party and each amendment thereto on file in such Secretary’s office and (B) that (1) such Loan Party has paid all franchise taxes to the date of such certificate and (2) such Loan Party is duly incorporated or formed and in good standing or presently subsisting under the laws of the State of the jurisdiction of its incorporation or formation. (vi) A certificate of each Loan Party, signed on behalf of such Loan Party by a Responsible Officer and its Secretary or any Assistant Secretary, dated the Effective Date (the statements made in which certificate shall be true on and as of the date of the Effective Date), certifying as to (A) the absence of any amendments to the charter or other organizational documents of such Loan Party since the date of the certificate referred to in Section 3.01(a)(v), (B) a true and correct copy of the bylaws, limited partnership agreement or limited liability operating agreement, as applicable, of such Loan Party as in effect on the date on which the resolutions referred to in Section 3.01(a)(iv) were adopted and on the date of the Initial Extension of Credit, (C) the due incorporation or formation and good standing or valid existence of such Loan Party as a corporation, limited partnership or limited liability company, as the case may be, organized under the laws of the jurisdiction of its incorporation or formation, and the documents contemplated hereby;absence of any proceeding for the dissolution or liquidation of such Loan Party, (D) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the Effective Date and (E) the absence of any event occurring and continuing, or resulting from the Initial Extension of Credit, that constitutes a Default. (iivii) A certificate of the Secretary or an Assistant Secretary of Borrower each Loan Party certifying (A) the names and true signatures of the officers of the Borrower such Loan Party authorized to sign this Agreement each Loan Document to which it is or is to be a party and the other documents to be delivered hereunder; hereunder and thereunder. (Bviii) that attached thereto are true and correct Certified copies of the organizational documents each of the BorrowerTender Offer Documents (including all schedules and exhibits thereto), in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance duly executed by the Borrower of this Agreement parties thereto and in form and substance satisfactory to the Lender Parties, together with all agreements, instruments and other documents contemplated hereby;delivered in connection therewith as the Arranger shall request. (iiiix) A certificate signed by either in substantially the form of Exhibit F hereto from Borrower’s chief financial officerofficer attesting to the Solvency of the Loan Parties, principal accounting officer or treasurer before and after giving effect to the Transaction. (x) Evidence of the Loan Parties’ insurance coverage reasonably satisfactory to the Administrative Agent, demonstrating that the Loan Parties’ existing insurance coverage remains in effect, and a broker’s letter reasonably satisfactory to the Administrative Agent, dated on the Effective Date, to the effect that such coverage is customary and reasonable when compared to the insurance coverage purchased by similarly situated companies. (xi) Copies of satisfactory audited and pro forma consolidated financial statements and forecasts for the Borrower and its Subsidiaries reasonably acceptable to the Administrative Agent. (xii) A certificate from the Chief Financial Officer of the Borrower stating that certifying and setting forth the following calculations in reasonable detail: after giving pro forma effect to the Initial Extension of Credit and the consummation of the other elements of the Transaction, (A) the representations ratio of aggregate total funded Debt (including the Initial Extension of Credit ) of the Borrower and warranties contained in Section 4.01 are correct on and its Subsidiaries as of the date Effective Date (“Total Funded Debt”) to Consolidated EBITDA of such certificate as though made on the Borrower and its Subsidiaries for the four-quarter period ended as of such date January 27, 2006 (calculated with adjustments reasonably acceptable to the Arranger) shall not exceed 3.8:1.0 and (B) no Event Total Funded Debt (excluding Debt in respect of Default or Unmatured Event letters of Default has occurred and is continuing on the date of such certificate; andcredit) shall not exceed $1 billion. (ivxiii) A favorable opinion of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP▇▇▇▇▇, PC, counsel for the Loan Parties, in substantially the form of Exhibit G hereto and as to such other matters as the Administrative Agent may reasonably request. (b) The Administrative Agent and the Arranger shall be satisfied that all Existing Debt, other than Surviving Debt, has been prepaid, redeemed or defeased in full or otherwise satisfied and extinguished and all commitments, security interests and guaranties relating thereto terminated and that all Surviving Debt shall be in an amount and on terms and conditions satisfactory to the Administrative Agent and the Arranger. (c) All material Governmental Authorizations and all shareholder, board of director, and material third party consents and approvals necessary in connection with the Transaction and the continued operation of the business of the Loan Parties, after giving effect to the Transaction shall have been obtained (without the imposition of any conditions that are not acceptable to the Lender Parties) and shall remain in effect; all applicable waiting periods in connection with the Transaction shall have expired without any action being taken by any competent authority, and no law or regulation shall be applicable in the judgment of the Lender Parties, in each case that restrains, prevents or imposes materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. (d) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any Governmental Authority that (i) could reasonably be expected to have a Material Adverse Effect other than the matters described on Schedule 4.01(f) hereto (the “Disclosed Litigation”), (ii) would reasonably be expected to restrain, prevent, or impose materially adverse conditions on the Transaction or any element thereof or (iii) purports to affect the legality, validity or enforceability of any Transaction Document or the consummation of the Transaction, and there shall have been no adverse change in the status, or financial effect on the Borrower, any other Loan Party or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 4.01(f) hereto. (e) The elements of the Transaction to be effected on or before the Effective Date shall have been consummated on terms and conditions consistent with those described in form the Tender Offer Documents and substance otherwise reasonably acceptable satisfactory to the Administrative Agent and in compliance with applicable law and regulatory approvals, and each of the Administrative Agent shall be satisfied in all reasonable respects with the terms and conditions of all material agreements and instruments relating to the Transaction and there shall not have been any material modification, amendment, supplement or waiver to any material agreement or instrument relating to the Transaction that could adversely affect the Lenders in any material respect including, without limitation, any modification, amendment, supplement or waiver relating to (i) the amount or type of consideration to be paid in connection with the Transaction and all related tax, legal and accounting matters and (ii) the capitalization, structure and equity ownership of the Borrower and its Subsidiaries after giving effect to the Transaction (f) The Borrower shall have received public surveillance ratings from S&P and by ▇▇▇▇▇’▇ at least 20 days prior to the Effective Date and the results of such ratings shall have been provided to the Administrative Agent; and. (cg) the Administrative Agent There shall have received evidencebeen no Material Adverse Change since July 29, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Date2005.

Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) Joinder shall become not be effective if, on or before April 15, 2011, all until each of the following conditions precedent have been satisfied:fulfilled to the reasonable satisfaction of each Lender. (a) the Administrative Agent This Joinder shall have received evidencebeen duly executed and delivered by the respective parties hereto, in form and substance reasonably satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;each Lender. (b) All action on the Administrative Agent part of the New Borrower and the other Loan Parties necessary for the valid execution, delivery and performance by the New Borrower and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written been duly and effectively taken and evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date thereof reasonably satisfactory to each Lender shall have been provided to each Lender. (c) The New Borrower shall each have delivered the Administrative Agent and otherwise following to each Lender, in form and substance reasonably satisfactory to the Administrative Agenteach Lender: (i) Certified copies of resolutions A copy of the Board certificate or articles of Directors incorporation or equivalent managing body certificate of formation, as applicable, of such New Borrower, certified by the Secretary of State of the Borrower approving jurisdiction of its organization, and a certificate of good standing (to the transactions contemplated by this Agreement and extent such concept exists) from such applicable Secretary of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby;State. (ii) A certificate of an authorized officer relating to the Secretary or an Assistant Secretary organization and existence of Borrower certifying (A) such party, the names authorization of the transactions contemplated by the Loan Documents, and attesting to the true signatures of the officers each Person authorized as a signatory to any of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are Loan Documents, together with true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct accurate copies of all governmental Charter Documents. a) Execution and regulatory authorizations and approvals required for the due execution, delivery and performance by the New Borrower of this Agreement any other applicable Loan Documents and agreements required by the documents contemplated hereby;Lenders. (iiid) A certificate signed by either the chief financial officer, principal accounting officer or treasurer The Lenders shall have received a written legal opinion of the Borrower stating that New Borrower’s counsel addressed to the Lenders, covering such matters relating to the New Borrower, the Loan Documents and/or the transactions contemplated thereby as each Lender shall reasonably request. (Ae) All reasonable out-of-pocket fees and Credit Party expenses incurred by the representations Lenders in connection with the preparation and warranties contained negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Lenders) shall have been paid in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and full. (Bf) no No Default or Event of Default or Unmatured Event of Default has shall have occurred and is continuing on the date of such certificate; andbe continuing. (ivg) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Borrower, in form The Loan Parties shall have executed and substance reasonably acceptable delivered to the Administrative Agent; and (c) the Administrative Agent shall have received evidenceLenders such additional documents, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers instruments and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers agreements as to the Effective Dateeach Lender may reasonably request.

Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15October 14, 20112016, all of the following conditions precedent have been satisfied: (a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility Agreement (after giving effect to the last sentence of Section 2.16.1) and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent: (i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby; (ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby; (iii) A certificate signed by either any of the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and (iv) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Borrower, substantially in the form and substance reasonably acceptable to the Administrative Agentof Exhibit D; and (c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Closing Date (including amounts then payable to the Joint Active Lead Arrangers and the AgentsAdministrative Agent). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers Issuer as to the Effective Closing Date.

Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) shall Amendment will become effective if, on or before April 15, 2011, all the date (the “Second Amendment Effective Date”) on which each of the following conditions precedent have has been satisfiedsatisfied to the satisfaction of the Administrative Agent: (a) the Administrative Agent shall have received evidencea counterpart of this Amendment, satisfactory to duly executed and delivered by the Borrower, Holdings, all other Loan Parties, all Lenders (including the New Lenders), and the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) for any Lender (including any New Lender) that has requested a new and/or replacement (as applicable) promissory note prior to the Second Amendment Effective Date, the Administrative Agent shall have received such duly executed promissory note issued by the Borrower payable to such Lender that requested the same; (c) the Administrative Agent shall have received (i) a counterpart of this duly executed amendment to the Note Purchase Agreement signed on behalf of each party hereto or and (ii) written evidence (which may include electronic transmission of a signed signature page of this duly executed amendment to the Intercreditor Agreement) that , in each party hereto has signed a counterpart of this Agreement case in form and each of the following documents, each dated a date substance reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent: (i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby; (ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (Ad) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby; (iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and (iv) A favorable opinion Administrative Agent shall have received written opinions of ▇▇▇▇▇▇ LLP and Squire ▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for to the BorrowerLoan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, this Amendment, the Loan Documents and the transactions contemplated therein as the Administrative Agent shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent and the Lenders); (e) the Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary of each Loan Party in form and substance satisfactory to the Administrative Agent, attaching and certifying copies of (x) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Loan Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and (z) the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing this Amendment and the Loan Documents to which it is a party; (f) the Administrative Agent shall have received certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of each Loan Party; (g) the Administrative Agent shall have received one or more duly executed borrowing notices from the Borrower in form and substance reasonably acceptable to the Administrative Agent; andAgent with respect to the Term Loans and any Revolving Loans to be made on the Second Amendment Effective Date (it being understood and agreed that the Administrative Agent and each Lender party hereto waives (i) the advance notice requirement under Section 2.3 of the Existing Loan Agreement for Eurodollar Borrowings solely with respect to such Eurodollar Borrowings to be funded on the Second Amendment Effective Date and (ii) any losses, costs or expenses owing to such Lenders pursuant to Section 2.19 of the Existing Loan Agreement solely as a result of the refunding of any Eurodollar Loans on the Second Amendment Effective Date); (ch) the Administrative Agent shall have received evidencea certificate dated as of the Second Amendment Effective Date and signed by a Responsible Officer (i) certifying that immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date, satisfactory (A) no Default or Event of Default exists or will result therefrom, (B) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respects) and (C) since the date of the financial statements of the Borrower described in Section 4.4 of the Existing Loan Agreement, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect, (ii) confirming that the Loan Parties and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date and (iii) that attaches a duly completed and executed Compliance Certificate, including calculations of the financial covenants set forth in Article VI of the Amended Loan Agreement as of July 30, 2020; (i) The Administrative Agent shall have received the results of recent lien and judgment searches in each of the jurisdictions in which UCC financing statements or similar filings or recordations should be made to evidence or perfect security interests in all assets of the Loan Parties, and such searches shall reveal no Liens on any of the assets of the Loan Party, except for Permitted Liens or Liens to be discharged on or prior to the Second Amendment Effective Date; (j) the Administrative Agent shall have received (i) an upfront fee in an amount equal to $400,000, for the benefit of each of the Lenders in accordance with their Pro Rata Share of all Revolving Commitments and Term Loans under the Amended Credit Agreement and (ii) payment all other fees, expenses and other amounts owing to the Administrative Agent, Truist Securities (f/k/a SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc.) and the Lenders in accordance with that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees andcertain engagement letter dated September 10, to the extent billed, expenses payable 2020 executed by Truist Securities and accepted by the Borrower hereunder on the Effective Date Borrower; (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, k) the Administrative Agent shall notify have received evidence that all fees, charges and disbursements of counsel to the Administrative Agent have been paid by the Borrower, ; and (l) the Lenders Administrative Agent shall have received information and documentation reasonably requested by the LC Issuers as to Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the Effective DatePatriot Act or other applicable anti-money laundering laws.

Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) Amendment shall become effective if, as of the first date (the “Amendment No. 3 Effective Date”) on or before April 15, 2011, all which each of the following conditions precedent have been satisfied: 1. The Administrative Agent (aor its counsel) shall have received (i) from each party hereto either (A) a counterpart of this Amendment signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include facsimile or pdf transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment, and (ii) duly executed copies (or facsimile or pdf copies) of the Second Canadian Reaffirmation Agreement, the UK Reaffirmation Deed dated as of the Amendment No. 3 Effective Date, and the Second U.S. Reaffirmation Agreement, and such other certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Amendment. 2. The Administrative Agent and the Collateral Agents shall have received evidencewritten opinions of the United States Loan Parties’ counsel and of Canadian Loan Parties’ counsel, satisfactory each addressed to the Administrative Agent, that the Borrower has paid (or will pay with Disbursement Agent, the proceeds Collateral Agents, the Issuing Banks and the Lenders, in each case in form and substance acceptable to the Administrative Agent. 3. The Administrative Agent and the Collateral Agents shall have received copies of the initial most recent financial statements, projections and reports required to be delivered pursuant to Section 5.01 of the Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;Agreement. (b) the 4. The Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf certificate of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement Loan Party, dated the Amendment No. 3 Effective Date and each of the following documentsexecuted by its Secretary, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent: (i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby; (ii) A certificate of the Assistant Secretary or an Assistant Secretary of Borrower certifying Director, which shall (A) certify the names and true signatures resolutions of its Board of Directors, members or other body authorizing the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement Amendment and the documents contemplated hereby; (iii) A certificate signed by either the chief financial officerother Loan Documents to which it is a party, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event identify by name and title and bear the signatures of Default or Unmatured Event of Default has occurred the Financial Officers and is continuing on the date any other officers of such certificate; and Loan Party authorized to sign this Amendment and the Loan Documents to which it is a party, and (ivC) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for to the Borrower, in form and substance reasonably acceptable extent not previously delivered to the Administrative Agent; and Agent attached to a similar certificate, contain appropriate attachments, including the certificate or articles of incorporation or organization of each Loan Party, together with all amendments thereto, certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws, memorandum and articles of association or operating, management or partnership agreement (cor other equivalent organizational documents), together with all amendments thereto, and (ii) a short form or long form certificate of good standing, status or compliance (or confirmation (including through a legal opinion) that telephonic and online searches have been conducted at the Administrative Agent shall have received evidence, satisfactory English Central Index of Winding Up Petitions and UK Companies House respectively on the Amendment No. 3 Effective Date with respect to the Administrative AgentLoan Parties organized under the laws of England and Wales), that the Borrower has paid (as applicable, together with any bring-down certificates, confirmations or will pay with the proceeds facsimiles, if any, for each Loan Party from its jurisdiction of the initial Credit Extensions) all fees andorganization, each dated a recent date on or prior to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents)Amendment No. Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Date.3

Conditions Precedent to Effectiveness. This Agreement (including shall be effective upon the Commitments satisfaction of the Lenders and conditions precedent that the obligations of the Borrower hereunder) Purchaser shall become effective if, have received on or before April 15the Restatement Date, 2011, all of the following conditions precedent have been satisfied: (a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative AgentPurchaser, all of the following: (i) Certified copies a copy of resolutions this Agreement duly executed by each of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated herebyparties hereto; (ii) A a certificate of the Secretary or an Assistant Secretary of Borrower the Seller, dated the Restatement Date, certifying (A) the names and true signatures of the incumbent officers of the Borrower Seller authorized to sign on behalf of the Seller this Agreement Agreement, the First Tier Loan Assignments and the all other documents to be delivered hereunder; executed by the Seller hereunder or in connection herewith (on which certificate the Purchaser and its assignees may conclusively rely until such time as the Purchaser and such assignees shall receive from the Seller, a revised certificate meeting the requirements of this Section 3.1(ii)), (B) that the copy of the articles of incorporation of the Seller attached thereto are true is a complete and correct copies copy and that such articles of the organizational documents of the Borrowerincorporation have not been amended, modified or supplemented and are in each case in effect on such date; full force and effect, (C) that the copy of the by-laws of the Seller attached thereto are true a complete and correct copies copy, and that such by-laws have not been amended, modified or supplemented and are in full force and effect, and (D) the resolutions of all governmental the board of directors of the Seller attached thereto approving and regulatory authorizations and approvals required for authorizing the due execution, delivery and performance by the Borrower Seller of this Agreement Agreement, the First Tier Loan Assignments and all other documents to be executed by the documents contemplated herebySeller hereunder or in connection herewith; (iii) A certificate signed a good standing certificate, dated as of a recent date for the Seller, issued by either the chief financial officer, principal accounting officer or treasurer Secretary of State of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and Seller’s State of formation or incorporation, as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; andapplicable; (iv) A favorable opinion filed, original copies of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLPproper financing statements or amendments thereto (the “Facility Financing Statements”) describing the Sale Portfolio, counsel for and naming the BorrowerSeller as the “Debtor/Seller” and the Purchaser as “Secured Party/Buyer”, or other similar instruments or documents, in form and substance sufficient for filing under the UCC or any comparable law of any and all jurisdictions as may be necessary to perfect the Purchaser’s ownership interest in all Sale Portfolio; (v) copies of properly authorized termination statements or statements of release (on Form UCC-3) or other similar instruments or documents, if any, in form and substance sufficient for filing under the UCC or any comparable law of any and all jurisdictions as may be necessary to release all security interests and similar rights of any Person in the Sale Portfolio previously granted by the Seller; (vi) copies of tax and judgment lien searches in all jurisdictions reasonably requested by the Purchaser or its assignees and requests for information (or a similar UCC search report certified by a party acceptable to the Administrative Purchaser and its assigns), dated a date reasonably near to the Restatement Date, and with respect to such requests for information or UCC searches, listing all effective financing statements which name the Seller (under its present name and any previous name) as debtor and which are filed in the State of Maryland, together with copies of such financing statements (none of which shall cover any Sale Portfolio); (vii) all instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to the Purchaser and the Agent, and the Purchaser and the Agent shall have received from the Seller copies of all documents (including, without limitation, records of corporate proceedings, approvals and opinions) relevant to the transactions herein contemplated as the Purchaser and the Agent may have reasonably requested; (viii) any necessary third party consents to the closing of the transactions contemplated hereby, in form and substance satisfactory to the Purchaser; (ix) the Seller shall have paid all fees required to be paid by it on the Restatement Date; and (cx) the Administrative Agent shall have received evidence, satisfactory one or more favorable Opinions of Counsel from counsel to the Administrative Agent, that Seller with respect to the Borrower has paid (or will pay with the proceeds perfection and enforceability of the initial Credit Extensions) all fees and, to security interest hereunder and such other matters as the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective DatePurchaser or any assignee thereof may reasonably request.

Conditions Precedent to Effectiveness. This As conditions precedent to the effectiveness of this Agreement (including the Commitments of the Lenders and the obligations of initial Advance, the Borrower hereunder) Bank shall become effective ifhave received, on or before April 15the Closing Date, 2011the items listed below in this Section, all of each in form and substance as is satisfactory to the following conditions precedent have been satisfiedBank and its counsel: (a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;following District documents: (b) the Administrative Agent shall have received (i) a counterpart copy of this Agreement signed the Resolution authorizing the execution and delivery of the Related Documents to which the District is a party and the other matters contemplated hereby and thereby, certified by an Authorized Officer as being true and complete and in full force on behalf of each party hereto or the Closing Date; (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each the audited annual financial statements of the following documentsDistrict for the Fiscal Year ended [June 30, 2020], together with internally prepared financial statements of the District for each fiscal quarter(s) ended since the end of such Fiscal Year; (iii) a copy of the District’s investment policy, guidelines and permitted investments in effect as of the Closing Date, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent: (i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated herebyBank; (iiiv) A a certificate of dated the Secretary or Closing Date and executed by an Assistant Secretary of Borrower Authorized Officer certifying (A) the names names, titles, offices and true signatures of the officers persons authorized to sign, on behalf of the Borrower authorized District, the Agreement, the 2021 Sewer Notes and the other Related Documents to sign this Agreement which it is a party and the other documents to be delivered hereunderby it hereunder or thereunder; and (v) all necessary documents required under KYC/AML documentation. (b) executed original counterparts of this Agreement and certified copies of all of the other Related Documents; (c) the following opinions, dated the Closing Date and addressed to the Bank or on which the Bank is otherwise expressly authored to rely: (i) from counsel to the District, opinions in form and substance satisfactory to the Bank and its counsel; (ii) from Bond Counsel, opinions in form and substance satisfactory to the Bank and its counsel; (d) the following documents and other information: (i) a certificate dated the Closing Date and executed by an Authorized Officer certifying (A) that there has been no event or circumstance since [June 30, 2020], that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby; (iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 Article VI hereof and the other Related Documents are true and correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing in all material respects on the date of such certificate; and (iv) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and (c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Closing Date.,

Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) Amendment No. 6 shall become effective if, on or before April 15, 2011, all when each of the following conditions precedent have been satisfiedis met to the satisfaction of the Agent: (a) receipt by the Administrative Agent shall have received evidenceof this Amendment No. 6 duly and properly authorized, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds executed and delivered by each of the initial Credit Extensions) all amounts then payable by Borrowers and the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminatedLenders; (b) receipt by the Administrative Agent of a Compliance Certificate demonstrating compliance with the financial covenants contained in Section 10 of the Credit Agreement as of December 31, 2007; (c) receipt by the Agent of an officers’ or manager’s certificate dated as of the date hereof signed by an officer or manager, as applicable, of each Borrower certifying as to such matters as the Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement require and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent: (i) Certified copies of attaching authorizing resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated herebyAmendment No. 6; (iid) A certificate receipt by the Agent of title reports as of a recent date on each of the Secretary or an Assistant Secretary of Borrower certifying (A) the names Eligible Unencumbered Properties evidencing no Liens thereon and true signatures evidencing a recorded Negative Pledge Agreement in favor of the officers of the Borrower authorized Agent with respect to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated herebyEligible Unencumbered Property; (iiie) A certificate signed receipt by either the chief financial officer, principal accounting officer or treasurer Agent of each of the Borrower stating that items set forth on the Closing Agenda attached hereto as Annex 1; (Af) receipt by the representations and warranties contained in Section 4.01 are correct on and as Agent of payment of the date extension fees payable for the benefit of such certificate as though made on the Lenders signatory hereto, which fee shall be fully-earned upon the effectiveness hereof and as shall be non-refundable for any reason; (g) receipt by the Agent of such date payment of any other fees due to the Agent, including all of the Agent’s reasonable legal fees and (B) no Event expenses incurred in the connection with the preparation and negotiation of Default this Amendment No. 6 or Unmatured Event of Default has occurred and is continuing on the date of such certificateotherwise outstanding; and (ivh) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and (c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable receipt by the Borrower hereunder on Agent of any other documents, agreements, certificates or other items requested by the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents)Agent in connection with this Amendment No. Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Date6.

Conditions Precedent to Effectiveness. This Agreement (including Subject to the Commitments of the Lenders and the obligations of the Borrower hereunder) proviso to this Section 5, this Amendment shall become be effective if, on or before April 15, 2011, all upon satisfaction of the following conditions precedent (the date on which such conditions have been satisfied:, the “Amendment Effective Date”): (a) Receipt by the Domestic Administrative Agent shall have received evidenceof counterparts of this Amendment duly executed by the Borrowers, satisfactory to the Guarantors, the Required Lenders, the Required Domestic Revolving Lenders, the Required Canadian Revolving Lenders and Bank of America, N.A., as Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) Receipt by the Domestic Administrative Agent shall have received (i) for the account of (x) each Lender that has the right under the Credit Agreement to approve this Amendment and that has executed this Amendment on or prior to 12:00 noon, New York City time, on July 15, 2009 and (y) each other Lender that has the right under the Credit Agreement to approve this Amendment and that has not been given the opportunity to access this Amendment and consent thereto (each of the Lenders described in the foregoing clauses (x) and (y), a counterpart “Consenting Lender”), of this Agreement signed on behalf a fee equal to 0.50% of the aggregate amount of each party hereto or such Consenting Lender’s Canadian Revolving Commitment, Canadian Swing Line Commitment, Domestic Revolving Commitment and portion of the Term Loan outstanding (determined, in the case of the Canadian Revolving Commitments, Canadian Swing Line Commitment and Domestic Revolving Commitments, after giving pro forma effect to the Commitment reductions contemplated by Section 2 hereof) (it being understood that such fee shall not become payable to any Lender unless the Amendment Effective Date occurs) and (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement any fees and each expenses of the following documents, each dated a date reasonably satisfactory to Administrative Agents (including reasonable attorneys’ fees of the Administrative Agent and otherwise Agents) in form and substance satisfactory to connection with the Administrative Agent: (i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated herebyLoan Documents; (iic) A certificate Receipt by BAS of all fees, expenses and other amounts that have become due and payable to BAS, in its capacity as arranger of the Secretary Amendment, on or an Assistant Secretary prior to the Amendment Effective Date pursuant to that certain letter agreement dated as of Borrower certifying (A) the names June 30, 2009 between GGC and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated herebyBAS; (iiid) A certificate signed Receipt by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date any Administrative Agent of such certificate other documents (including legal opinions), instruments, agreements and information as though made on and as of reasonably requested by such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and (iv) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and (ci) The 2009 Exchange Transaction shall have been consummated (or shall be consummated substantially simultaneously with the effectiveness of this Amendment) and (ii) if the aggregate principal amount of the 2003 Senior Notes, the 2006 Senior Notes and the 2006 Senior Subordinated Notes that are exchanged pursuant to the 2009 Exchange Transaction is less than the percentage previously communicated to the Lenders by the Administrative Agent of the aggregate outstanding principal amount thereof immediately prior to the effectiveness of the 2009 Exchange Transaction, the Required Lenders, the Required Domestic Revolving Lenders and the Required Canadian Revolving Lenders shall have received evidence, satisfactory confirmed (orally or in writing) to the Domestic Administrative AgentAgent that they are satisfied with the amount of the 2003 Senior Notes, the 2006 Senior Notes and the 2006 Senior Subordinated Notes that shall be exchanged pursuant to the 2009 Exchange Transaction; provided, however, that the Borrower has paid amendments set forth in Section 4 (or will pay with the proceeds and no other provision of this Amendment) shall become effective upon satisfaction of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agentscondition set forth in Section 5(a). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Date.

Conditions Precedent to Effectiveness. This Agreement Amendment (including the Commitments of the Lenders agreements in Section 1 and the obligations of amendments to the Borrower hereunderCredit Agreement contained in Section 2) shall become effective if, on or before April 15, 2011, all of the date on which the following conditions precedent have been satisfied:shall be satisfied (such date, the “Second Amendment Effective Date”): (a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds each of the initial Credit Extensionsfollowing, each of which shall be originals or facsimiles (followed promptly by originals) all amounts then payable unless otherwise specified, each properly executed by a Responsible Officer of the Borrower under signing Loan Party and, in the Existing Credit Facility and that all commitments to make extensions case of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received clause (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of below, by the following documents2017 Incremental First Lien Lender, each dated as of the Second Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Second Amendment Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent and otherwise (and, in form and substance satisfactory to the Administrative case of clause (vii) below, the Collateral Agent:): (i) Certified copies executed counterparts of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated herebyAmendment; (ii) A certificate resolutions or authorizations of each Loan Party authorizing the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement Amendment and, in the case of the Borrower, the borrowings hereunder, and the documents contemplated herebya certification of a Responsible Officer of each Loan Party that such resolutions have not been modified, rescinded or amended and are in full force and effect; (iii) A certificate signed by either the chief financial officer, principal accounting officer Organization Documents of each Loan Party or treasurer a certification by a Responsible Officer of each Loan Party that there have been no changes to the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date Organization Documents of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on Loan Party since the date of such certificate; andClosing Date; (iv) A either incumbency certificates of each Loan Party or a certification by a Responsible Officer of each Loan Party that there have been no changes to the Responsible Officers set forth on the incumbency certificates of such Loan Party delivered on the Closing Date; (v) good standing certificates evidencing that each Loan Party is duly organized or formed and that each Loan Party is validly existing and in good standing; (vi) a favorable opinion of (x) Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for to the BorrowerLoan Parties and (y) Eversheds ▇▇▇▇▇▇▇▇▇▇ (US) LLP, special Georgia counsel to the Loan Parties, in each case dated the Second Amendment Effective Date, addressed to the Administrative Agent, the Collateral Agent, the 2017 Incremental First Lien Lender and the Lenders, in form and substance reasonably acceptable satisfactory to the Administrative Agent and the Collateral Agent; (vii) a customary certificate, substantially in the form of Exhibit J to the Credit Agreement from the chief financial officer of Holdings, certifying that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the 2017 Incremental First Lien Term Commitment, the 2017 Incremental First Lien Term Loan and the other transactions contemplated hereby, are Solvent; and (viii) a certificate, dated as of the Second Amendment Effective Date, duly executed by a Responsible Officer of Holdings (A) certifying that the conditions precedent set forth in Sections 3(b), 3(c) and 3(d) have been satisfied as of the Second Amendment Effective Date and (B) setting forth calculations in reasonable detail demonstrating compliance with the First Lien Leverage Ratio set forth in Section 2.12(a) of the Credit Agreement, after giving effect on a Pro Forma Basis to the incurrence of the 2017 Incremental First Lien Term Commitment; (ix) a notice of prepayment in full of the Existing Term Loans pursuant to and in accordance with Section 2.03(a)(i) of the Credit Agreement; and (x) a Committed Loan Notice with respect to the 2017 Incremental First Lien Term Loan, not later than 10:00 a.m. (New York City time) one (1) Business Day prior to the Second Amendment Effective Date; (b) the conditions precedent set forth in Section 4.02 of the Credit Agreement shall have been satisfied both before and after giving effect to this Amendment and the additional credit extensions provided hereby; (c) the representations and warranties of the Loan Parties contained in Section 4 shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Second Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date; (d) at the time of the Borrower’s request for the 2017 Incremental First Lien Term Commitment, upon the effectiveness of this Amendment and at the time that the 2017 Incremental First Lien Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist; (e) the Borrower shall have applied, concurrently with the making of the 2017 Incremental First Lien Term Loan, the proceeds of the 2017 Incremental First Lien Term Loan to prepay in full the aggregate principal amount of all Existing Term Loans outstanding on the Second Amendment Effective Date; (f) the Administrative Agent shall have received evidencereceived: (i) at least three Business Days prior to the Second Amendment Effective Date, satisfactory all documentation and other information about the Loan Parties as shall have been reasonably requested in writing prior to the Second Amendment Effective Date by the Lenders that they shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act; and (ii) for the account of each Lender (as defined in the Credit Agreement) with an Existing Term Loan (A) all interest accrued but unpaid on the Existing Term Loans through the Second Amendment Effective Date and (B) unless waived by such Lender, any loss, cost or expense due to such Lender under Section 3.05 of the Credit Agreement; (iii) for the account of the 2017 Incremental First Lien Lender, a fee in an amount equal to 0.25% of the 2017 Incremental First Lien Term Loan (which in the case of any portion of the 2017 Incremental First Lien Term Loan that exceeds the Existing Term Loans shall be structured as original issue discount); (g) there shall have been paid (i) to the Administrative Agent, that for the Borrower has paid (or will pay with the proceeds account of the initial Credit Extensions) Administrative Agent and the Lenders (including the 2017 Incremental First Lien Lender), as applicable, all fees and, to the extent billedrequired by Section 10.04 of the Credit Agreement, expenses (including reasonable out-of-pocket fees, charges and disbursements of counsel) that are due and payable by on or before the Borrower hereunder on the Second Amendment Effective Date and (including amounts then payable ii) to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify or an Affiliate thereof, all other compensation separately agreed to be paid on the Borrower, the Lenders and the LC Issuers as to the Second Amendment Effective Date.

Conditions Precedent to Effectiveness. This The effectiveness of this Agreement (including the Commitments of the Lenders and the obligations obligation of each Lender and each LC Issuing Bank to make its initial Extension of Credit hereunder on the Borrower hereunder) shall become effective if, on or before April 15, 2011, all Restatement Effective Date is subject to satisfaction of each the following conditions precedent have been satisfiedon or before such date: (a) the The Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentson or before the Restatement Effective Date, each dated a such date reasonably satisfactory to (except for the Administrative Agent Disclosure Documents and otherwise the Fee Letters), in form and substance satisfactory to the Administrative AgentAgent and (except for the notes described in paragraph (i) and the Fee Letters) with one copy for each Lender and each LC Issuing Bank: (i) (A) This Agreement, duly executed by each of the parties hereto, and (B) a promissory note payable to the order of each Lender that requests one pursuant to Section 2.17, ▇▇▇▇ completed and executed by the Borrower; (ii) Certified copies of the resolutions of the Board of Directors or equivalent managing governing body of the Borrower approving the transactions contemplated by this Agreement Agreement, and of all documents evidencing other necessary organizational limited liability company action of the Borrower with respect to this Agreement and the documents contemplated herebyAgreement; (iiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on such datethe Restatement Effective Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated herebyAgreement; (iiiiv) A certificate signed Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third Business Day immediately preceding the Restatement Effective Date); (v) One or more favorable opinions of counsel (including the opinions of in-house counsel and special New York and Texas counsel) for the Borrower in form and substance satisfactory to the Administrative Agent; (vi) The Fee Letters duly executed by either the chief financial officer, principal accounting officer or treasurer each of the parties thereto; (vii) All documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the Restatement Effective Date; and (viii) At least five (5) days prior to the Restatement Effective Date, if the Borrower stating qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall have delivered a Beneficial Ownership Certification in relation to the Borrower. (b) The Borrower shall have paid to the Lenders all accrued and unpaid fees pursuant to Section 2.04 of the Existing Credit Agreement, and any other amounts then due and owing by the Borrower to the Lenders pursuant to the Existing Credit Agreement (other than the Advances and participation amounts that are continuing to remain outstanding under this Agreement). (Ac) The Administrative Agent shall have received the fees payable pursuant to the Fee Letters. (d) The following statements shall be true: (i) The representations and warranties contained in Section 4.01 are true and correct on and as of the date of such certificate as though made on Restatement Effective Date; and (ii) No event has occurred and as of such date is continuing, or would result from the Borrower entering into the Loan Agreement and (B) no the other Loan Documents, that constitutes an Event of Default or Unmatured would constitute an Event of Default has occurred and is continuing on the date with notice or lapse of such certificate; and (iv) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and (c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (time or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Dateboth.

Conditions Precedent to Effectiveness. This Agreement (including the Commitments The amendment and restatement of the Lenders and the obligations of the Borrower hereunder) Original Loan Agreement pursuant hereto shall become effective if, on or before April 15, 2011, and as of the first date (the “Effective Date”) on which all of the following conditions precedent shall have been satisfied: (a) the Administrative The Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid received: (or will pay with the proceeds i) an original of the initial Credit Extensions) all amounts then payable this Agreement duly executed by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminatedparties hereto; (bii) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf in respect of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each Obligor, documents of the following documentskind specified in Schedule 3, Part A, paragraphs 2, 3, 4, 5 and 6, updated with appropriate modifications, each dated a date reasonably satisfactory to the Administrative Agent and otherwise be in form and substance satisfactory to the Administrative Agent: (i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby; (ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby; (iii) A certificate signed by either a duly executed original of an addendum to the chief financial officer, principal accounting officer or treasurer Mortgage in respect of each of the Borrower stating ▇▇▇▇▇▇▇▇ Islands registered AUGUSTA, HELENA, LANSING, PIERRE and RICHMOND, each such addendum to be in form and substance satisfactory to the Agent; (iv) a duly executed original of each Second Statutory Mortgage in respect of each of the Cypriot registered AUSTIN and TRENTON, each such Second Statutory Mortgage to be in form and substance satisfactory to the Agent; (v) documentary evidence that the relevant Mortgage addendum has been duly recorded according to the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands against each of the AUGUSTA, HELENA, LANSING, PIERRE and RICHMOND; (Avi) documentary evidence that the relevant Second Statutory Mortgage has been duly recorded according to the laws of the Republic of Cyprus against each of the AUSTIN and TRENTON; (vii) any consents, agreements and other documents in connection with this Agreement and the Finance Documents which the Agent may request by notice to the Obligors prior to the Effective Date, including, without limitation, a certificate of the president or secretary of each Intermediate Holding Company dated the date of this Agreement: (1) as to (a) there being no amendments to its constitutional documents since the date such documents were delivered previously to the Agent, (b) the absence of any proceedings for the dissolution or liquidation of such party, (c) the veracity of the representations and warranties contained in Section 4.01 are correct on the Share Pledge made by such party, (d) the absence of any material misstatement of fact in any information provided by such party to the Agent and as that such information did not omit to state any material fact necessary to make statements therein, in light of the date of such certificate as though made on and as of such date circumstances under which they were made, not misleading, and (Be) no the absence of a Potential Event of Default or Unmatured an Event of Default has occurred and is continuing on the date of such certificateDefault; and (iv2) A acknowledging this Agreement and confirming that such party’s Share Pledge remains in full force and effect; (viii) a favorable opinion of ▇▇▇▇▇▇ & ▇▇ ▇▇▇▇▇ LLP, special New York, ▇▇▇▇▇▇▇▇ Islands and Liberian counsel for to the BorrowerObligors, in form form, scope and substance reasonably acceptable satisfactory to the Administrative AgentCredit Parties; and (cix) a favorable opinion of each of special Cypriot and Maltese counsel to the Administrative Agent shall have received evidenceCredit Parties, in form, scope and substance satisfactory to the Administrative AgentCredit Parties. (b) No Event of Default or Potential Event of Default shall have occurred and be continuing and there shall have been no material adverse change in the financial condition, that the Borrower has paid (operations or will pay with the proceeds business prospects of the initial Credit Extensions) all fees and, to Obligors since the extent billed, expenses payable by date of the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective DateOriginal Loan Agreement.

Conditions Precedent to Effectiveness. This The effectiveness of this Agreement (including and the Commitments of the Lenders hereunder and the obligations to make the Loans or issue Letters of Credit on the Borrower hereunder) shall become effective ifClosing Date are subject to the prior or substantially contemporaneous fulfillment or waiver ofRestatement Effective Date. On the Restatement Effective Date, on or before April 15, 2011, all each of the following conditions precedent shall have been satisfiedsatisfied or waived: (a) the The Administrative Agent and the Lenders shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agentfollowing: (i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated herebySubsidiary Guaranty (or one or more joinders thereto), each duly executed and delivered and which shall be in full force and effect; (ii) A certificate duly executed Security Documents (or one or more joinders thereto) together with all filings, documents and instruments necessary, including any reaffirmation deeds or agreements reasonably requested by the Administrative Agent, to confirm the perfection of the Secretary or an Assistant Secretary Administrative Agent’s Liens on the Collateral with the priority required hereby, and all of Borrower certifying the pledged Collateral, if any, referred to in the Security Documents and then owned by any Credit Party, together with executed and undated endorsements for transfer in the case of pledged Collateral constituting securities, along with evidence that all other actions necessary to perfect (Ato the extent required by the Security Documents) the names and true signatures of Lien on the officers of the Borrower authorized to sign this Agreement and the other documents pledged Collateral purported to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance created by the Borrower of this Agreement and the documents contemplated herebySecurity Documents have been taken; (iii) A a duly executed Perfection Certificate; (iv) duly executed Notes for any Lender that requests Notes at least three (3) Business Days prior to the ClosingRestatement Effective Date; (v) duly executed certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that secretary (or similar Authorized Signatory) of each Credit Party dated as of the ClosingRestatement Effective Date, including a certificate of incumbency with respect to two or more than two Authorized Signatories of such Person, together with the following items: (A) a true, correct and complete copy of each Organizational Document of such Credit Party as in effect on the representations ClosingRestatement Effective Date, (B) certificates of status (or equivalent) for such Credit Party issued by the Secretary of State or similar state official for the state of incorporation, formation or organization of such Credit Party, as applicable, and warranties contained in Section 4.01 are (C) a true, complete and correct on and as copy of the date corporate or other organizational resolutions of such certificate Credit Party authorizing such Credit Party, as though applicable, to execute, deliver and perform the Loan Documents to which such Credit Party is a party; (vi) legal opinions of DLA Piper LLP (US), counsel to the Credit Parties in form and substance reasonably acceptable to the Administrative Agent; (vii) duly executed Solvency Certificate demonstrating that upon the initial funding of the Loans, on a consolidated basis, the Borrower shall be Solvent; (A) upon the reasonable written request of any Lender or the Administrative Agent made on at least ten (10) Business Days prior to the ClosingRestatement Effective Date, documentation and as of such date other information so requested in connection with applicable “know your customer” and Anti-Money Laundering Laws, including the Patriot Act, in each case, at least three (3) Business Days prior to the ClosingRestatement Effective Date, and (B) no Event upon the written request of Default any Lender or Unmatured Event of Default has occurred and is continuing on the date of such certificate; andAdministrative Agent made at least five (5) Business Days prior to the ClosingRestatement Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower at least three (3) Business Days prior to the ClosingRestatement Effective Date; (ivA) A favorable opinion a customary pro forma balance sheet and pro forma income statements for the Borrower and its Restricted Subsidiaries as of the last day and for the most recent period of four (4) consecutive Fiscal Quarters ending at least forty-five (45) days prior to the Closing DateRestatement Effective Date and after giving effect to the Restatement Effective Date Transactions; (B) audited consolidated balance sheets and relatedfinancial statements of income, stockholders’ equity and cash flows of the Borrower and its Subsidiariesthe Target for the Fiscal YearYears ended DecemberAugust 31, 2018, August 30, 2019, and August 28, 2020, (C) an unaudited balance sheet and related statements of operations and cash flows of the Borrower and its Restricted Subsidiaries for each Fiscal Quarter subsequent to December 31, 20182020, and ended at least forty-five (45) days prior to the ClosingRestatement Effective Date and, (D) an unaudited balance sheet and related statements of operations and cash flows of the Sweetener Business of Flavors Holdings Inc. and the Licorice Business of Flavors Holdings ▇▇▇.▇▇▇▇▇▇ ▇▇▇▇▇ LLPand its Subsidiaries for each Fiscal Quarter ended on or after March 31, counsel 2020, but solely to the extent such Fiscal Quarter hassubsequent to August 28, 2020, and ended at least forty-five (45) days prior to the Closing Date;Restatement Effective Date, and (E) Projections for the BorrowerBorrower satisfactory to the Administrative Agent (including the assumptions on which such Projections are based) for Fiscal Years 2021 through and including 2027; (x) a duly executed and delivered Request for Advance (and, if applicable, a duly executed and delivered Request for Issuance of Letter of Credit); (xi) Lien search results with respect to the Borrower and its Subsidiaries reasonably satisfactory to the Administrative Agent; (xii) reasonably satisfactory evidence that all guarantees of the Existing Credit AgreementsIndebtedness for Money Borrowed that is outstanding under the Falcon Term Loan Agreement (as defined in the Acquisition Agreement) will be paid in full, all Guarantees by the Target and its Subsidiaries have been terminated or will be terminated substantially concurrently with the funding of the initial Advances hereunderRestatement Effective Date Transactions and all Liens shall thereupon be released; (xiii) duly executed payoff letters, in form and substance reasonably acceptable to the Administrative Agent, or other evidence reasonably satisfactory to the Administrative Agent that all other Indebtedness of the Borrower and its Subsidiaries and the Target and its Subsidiaries shall have been repaid in full, and all commitments in respect thereof terminated, and all guaranteesGuarantees and security therefor shall have been discharged and released, other than the Indebtedness that is permitted to remain in effect under the terms of the Acquisition Agreement; (xiv) evidence satisfactory to the Administrative Agent that none of the Collateral shall be subject to any other Lien, except for Permitted Liens and Liens securing Indebtedness that will be refinanced in full and to be released concurrently with the funding of the initial Advances hereunder; and (cxv) the use of commercially reasonable efforts to provide customary evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect and all premiums thereon paid and that the Administrative Agent shall have received evidencehas been named as lenders loss payee and/or additional insured, satisfactory to the Administrative Agentas applicable, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, under each appropriate insurance policy to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Daterequired hereunder.

Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all of the following conditions precedent have been satisfied: (a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart The effectiveness of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory is subject to the Administrative Agent and otherwise condition precedent that Bank shall have received, in form and substance satisfactory to the Administrative AgentBank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (ia) Certified copies of resolutions of Borrower shall have delivered duly executed original signatures to the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect Loan Documents to this Agreement and the documents contemplated herebywhich it is a party; (iib) A Borrower and each Guarantor shall have delivered its Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of its state of incorporation or an Assistant Secretary formation, as of Borrower certifying a date no earlier than thirty (A30) days prior to the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated herebyEffective Date; (iiic) A certificate signed by either Borrower shall have delivered duly executed original signatures to the chief financial officercompleted Borrowing Resolutions for Borrower and each Guarantor shall have delivered duly executed original signatures for its completed guaranteeing resolutions; (d) Bank shall have received certified copies, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and dated as of a recent date, of financing statement searches, as Bank shall request, accompanied by written evidence (including any UCC termination statements) that the date Liens indicated in any such financing statements either constitute Permitted Liens or have been terminated or released; (e) Borrower shall have delivered the Perfection Certificates executed by Borrower and each Guarantor; (f) Borrower shall have delivered evidence satisfactory to Bank that the insurance policies required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificateBank; and (ivg) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and (c) the Administrative Agent Borrower shall have received evidence, satisfactory to paid the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensionsfees and Bank Expenses then due as specified in Section 2.9(d) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Datehereof.

Conditions Precedent to Effectiveness. This Sixth Amendment Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective ifas of the date (such date, on or before April 15, 2011, all the “Effective Date”) each of the following conditions precedent have been satisfied: (a) the The Administrative Agent shall have received evidencecounterparts of this Sixth Amendment Agreement, satisfactory to the Administrative Agentduly executed and delivered, that the Borrower has paid (or will pay with the proceeds from all of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;parties hereto. (b) The Borrower shall have paid (i) the fees as agreed between the Administrative Agent and the Borrower and (ii) all reasonable and documented fees and out-of-pocket costs and expenses of the Agents, the Lenders, respective legal counsel and each other Person payable under and in accordance with the Engagement Letter and as otherwise agreed by the parties hereto, in connection with the preparation, execution and delivery of this Sixth Amendment. (c) The Agents shall have received a certificate of an Authorized Officer of the Borrower: (i) a counterpart to the effect that, as of the date hereof (A) subject to any conditions that are required to be satisfactory or acceptable to any Agent, all conditions set forth in this Agreement signed on behalf Section 3 have been fulfilled; (B) all representations and warranties of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of the Borrower set forth in this Agreement) that each party hereto has signed a counterpart of this Sixth Amendment, the Credit Agreement and each of the following documents, other Loan Documents are true and correct in all material respects; and (C) no Default has occurred and is continuing; (ii) certifying as to and attaching (A) its Constituent Documents; (B) the incumbency and specimen signature of each dated of its Authorized Officers authorized to execute this Sixth Amendment; and (C) a date good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably satisfactory be expected to have a Material Adverse Effect; and (iii) certifying that the Borrower does not have outstanding debt prior to the Administrative Agent date hereof other than under the Loan Documents, and otherwise in form is not at such time party to any interest rate hedging agreements or currency hedging agreements. (d) The Agents shall have received a certificate of an Authorized Officer of each of the Services Provider, the Retention Provider and substance satisfactory to the Administrative AgentSeller: (i) Certified copies of resolutions to the effect that, as of the Board of Directors or equivalent managing body date hereof, all representations and warranties of the Borrower approving Services Provider, the transactions contemplated by this Agreement Retention Provider and of all documents evidencing other necessary organizational action the Seller, respectively, set forth in each of the Borrower with respect to this Agreement Loan Documents are true and the documents contemplated herebycorrect in all material respects; (ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying as to and attaching (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunderits Constituent Documents; (B) that attached thereto are true its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Retention Letter and correct copies the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the organizational documents of the Borrower, in each case in effect on such dateRetention Letter; and (CD) that attached thereto are true a good standing certificate from its state or jurisdiction of incorporation or organization and correct copies of all governmental and regulatory authorizations and approvals required for any other state or jurisdiction in which it is qualified to do business in which the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby; (iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and (iv) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Borrower, in form and substance failure to be so qualified would reasonably acceptable be expected to the Administrative Agent; and (c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Date.a Material Adverse Effect..

Conditions Precedent to Effectiveness. This Agreement The initial Purchase Date hereunder is subject to the conditions precedent that the Collateral Agent, the Administrative Agent and each Purchaser Agent shall have received (including the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective ifunless otherwise waived), on or before April 15, 2011, all each of the following conditions precedent have been satisfiedin form and substance reasonably satisfactory to the Collateral Agent, the Administrative Agent and each Purchaser Agent: (a) a copy of the Administrative Agent shall have received evidenceresolutions or unanimous written consents, satisfactory to as applicable, of the Administrative Agent, that the Borrower has paid board of directors or managers or member (or will pay with any authorized sub-committee), as the proceeds case may be, of each of the initial Credit Extensions) all amounts then payable ADT Entities required to authorize the execution, delivery, and performance by the Borrower under the Existing Credit Facility and that all commitments such ADT Entity of each Transaction Document to make extensions of credit to the Borrower thereunder have been (be delivered by it hereunder, certified by its secretary or concurrently with the initial Advances will be) terminatedany other authorized person; (b) good standing certificates (or the Administrative Agent shall have received (iequivalent) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and for each of the following documents, each dated a date reasonably satisfactory to ADT Entities issued by the Administrative Agent and otherwise in form and substance satisfactory to Secretary of State (or the Administrative Agent: (iequivalent) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated herebyjurisdiction in which each such entity is organized; (iic) A a certificate of the Secretary secretary or an Assistant Secretary assistant secretary of Borrower each of the ADT Entities certifying (A) the names and true signatures of the officers of the Borrower authorized on its behalf to sign this Agreement and the other documents Transaction Documents to be delivered hereunder; by it (Bon which certificate the Collateral Agent, the Administrative Agent, each Purchaser and each Purchaser Agent may conclusively rely until such time as such party shall have received from any such ADT Entity, a revised certificate meeting the requirements of this clause (c)); (d) that attached thereto are true and correct copies of the organizational documents Constituent Documents of each of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance ADT Entities duly certified by the Borrower secretary or an assistant secretary of this Agreement each such ADT Entity, and in in the documents contemplated herebycase of any certificates or articles of incorporation, formation or organization, certified by the Secretary of State (or the equivalent) of the jurisdiction in which each such entity is organized; (iiie) A certificate signed a search report by either a nationally recognized search firm provided in writing to the chief financial officerCollateral Agent and the Administrative Agent by the Servicer listing all financing statements, principal accounting officer state and federal tax, or treasurer ERISA liens and judgments that name the Seller or ADT, as debtor and that are filed in the jurisdictions in which filings were made pursuant to clause (f) and any other jurisdictions that the Collateral Agent or the Administrative Agent shall reasonably request together with copies of such financing statements; (f) copies of proper financing statements (form UCC-3) (including amendment and termination statements) and release documentation each in form and substance reasonably satisfactory to the Collateral Agent and the Administrative Agent with respect to any financing statement included in the search report described in clause (e) above, to the extent that any such financing statement set forth therein covers any Pool Receivables or Related Assets, other than financing statements filed pursuant to this Agreement; SK 28677 0004 8417431 v39 (g) proper financing statements naming the Seller as debtor, and the Collateral Agent as secured party, to be filed in all applicable jurisdictions in respect of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; andCollateral; (ivh) A favorable opinion opinions of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPLLP (including with respect to creation and perfection of security interests under the applicable UCC) counsel to the ADT Entities; non-consolidation, counsel for and true sale matters; and other customary opinions required by the Borrower, in form Collateral Agent and substance reasonably acceptable to the Administrative Agent; (i) completion of satisfactory due diligence in respect of the Receivable Pool by Purchasers, Purchaser Agents, the Collateral Agent, and the Administrative Agent; (j) duly executed copies of each of the Fee Letters; (k) duly executed copies of the Transaction Documents, including a Payment Direction in respect of each Lock-box Account, each Collection Account and the Omnibus Account which shall each be in full force and effect, and completion of the form of each Exhibit to this Agreement not attached hereto as of the Closing Date together with an amendment hereto attaching such Exhibits; (l) payment by or on behalf of the Seller of each Purchaser’s, each Purchaser Agent’s, the Collateral Agent’s, and the Administrative Agent’s reasonable and documented out-of-pocket costs and expenses, including all reasonable and documented invoiced legal fees of counsel to such parties and all audit fees of Protiviti Inc. and all Fees required to be paid on the Closing Date under any Fee Letter; (m) a pro-forma Information Package, which shall evidence compliance with the terms of this Agreement, after giving credit to the initial transfer of an interest in Receivables under this Agreement; (n) entry into a mutually satisfactory agreement, together with an amendment to this Agreement to reflect such agreement, in respect of applicable confidentiality and information protection requirements in respect of Non-Public Borrower Data, including reasonable and adequate safeguards for the protection of such Non-Public Borrower Data; and (co) such other agreements, instruments, certificates, opinions, and other documents as the Collateral Agent or the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid may reasonably request reasonably in advance of (or will pay with the proceeds of and in any event at least five (5) Business Days prior to) the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Purchase Date.

Conditions Precedent to Effectiveness. This The effectiveness of this Agreement (including the Commitments of the Lenders and the obligations obligation of each Lender and each LC Issuing Bank to make its initial Extension of Credit hereunder on the Borrower hereunder) shall become effective if, on or before April 15, 2011, all Restatement Effective Date is subject to satisfaction of each the following conditions precedent have been satisfiedon or before such date: (a) the The Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentson or before the Restatement Effective Date, each dated a such date reasonably satisfactory to (except for the Administrative Agent and otherwise Disclosure Documents), in form and substance satisfactory to the Administrative AgentAgent and (except for the notes described in paragraph (i)) with one copy for each Lender and each LC Issuing Bank: (i) (A) This Agreement, duly executed by each of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.17, duly completed and executed by the Borrower; (ii) Certified copies of the resolutions of the Board of Directors or equivalent managing governing body of the Borrower approving the transactions contemplated by this Agreement Agreement, and of all documents evidencing other necessary organizational limited liability company action of the Borrower with respect to this Agreement and the documents contemplated herebyAgreement; (iiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on such datethe Restatement Effective Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated herebyAgreement; (iiiiv) A certificate signed Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third Business Day immediately preceding the Restatement Effective Date); (v) One or more favorable opinions of counsel (including the opinion of in-house counsel and special New York, Texas and Mississippi counsel) for the Borrower in form and substance satisfactory to the Administrative Agent; (vi) All documentation and information required by either regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the chief financial officerPatriot Act, principal accounting officer to the extent such documentation or treasurer information is requested by the Administrative Agent on behalf of the Lenders prior to the Restatement Effective Date; and (vii) At least five (5) days prior to the Restatement Effective Date, if the Borrower stating that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. (Ab) The Administrative Agent shall have received on behalf of each Departing Lender, payment in full of all “Advances” (as defined in the Existing Credit Agreement) of such Departing Lender outstanding as of the Restatement Effective Date, together with all interest accrued and unpaid thereon, any amounts owing in respect of such payment pursuant to Section 8.04(b) of the Existing Credit Agreement, all accrued and unpaid fees pursuant to Section 2.04 of the Existing Credit Agreement, and any other amounts then due and owing by the Borrower to such Departing Lender pursuant to the Existing Credit Agreement on the Restatement Effective Date. (c) The Borrower shall have paid to the Lenders all accrued and unpaid fees pursuant to Section 2.04 of the Existing Credit Agreement, and any other amounts then due and owing by the Borrower to the Lenders pursuant to the Existing Credit Agreement (other than the Advances and participation amounts that, pursuant to Section 8.20, are being reallocated and/or continuing to remain outstanding under this Agreement). (d) The Administrative Agent shall have received the fees payable pursuant to the Fee Letters. (e) The following statements shall be true: (i) The representations and warranties contained in Section 4.01 are true and correct on and as of Restatement Effective Date; and (ii) No event has occurred and is continuing, or would result from the date of such certificate as though made on Borrower entering into the Agreement and as of such date and (B) no the other Loan Documents, that constitutes an Event of Default or Unmatured would constitute an Event of Default has occurred and is continuing on the date with notice or lapse of such certificate; and (iv) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and (c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (time or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Dateboth.

Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) Amendment shall become be effective if, on or before April 15, 2011, all when each of the following conditions precedent have been satisfied:shall be satisfied (the date of such effectiveness, the “First Amendment Effective Date”): 11796519v12 (a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds each of the initial Credit Extensions) all amounts then payable by the Borrower under following, each of which shall be originals, telecopies, other electronic image scan transmission (e.g., “pdf” or “tif” via electronic mail), subject to Section 9.06 of the Existing Credit Facility and that all commitments to make extensions of credit to Agreement (followed promptly by originals) unless otherwise specified or permitted by the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Existing Credit Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent: (i) Certified this Amendment, duly executed by the Company, the other Loan Parties, the Agent, and ▇▇▇▇▇▇▇ constituting the Required Lenders; (ii) the First Amendment Fee Letter dated as of the date hereof, by and among the Company, the Agent and PNC Capital Markets LLC (the “First Amendment Fee Letter”); (iii) the Term Loan Agreement, in form and substance reasonably satisfactory to the Agent, duly executed by the Term Agent, the lenders party thereto and the Loan Parties, which Term Loan Agreement shall provide for committed delayed draw term loans of at least $150,000,000, and copies of resolutions each other Term Document executed in connection with the Term Loan Credit Agreement; (iv) (a) contemporaneously herewith, the Borrowers shall have received at least $50,000,000 of gross proceeds from the Term Loan made pursuant to the Term Loan Agreement, (b) a Responsible Officer of the Board Company shall have delivered a certificate to the Agent, in form and substance reasonably satisfactory to the Agent, which certificate shall attach the Term Loan Agreement and all other material Term Documents and certify that such documents are true, correct and complete copies of Directors all such Term Documents, and (c) the Term Documents shall be in full force and effect and no default or equivalent managing body event of default shall exist under the Term Documents, or would result from the consummation of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby; (iiv) A certificate a budget and forecast (including monthly projected consolidated balance sheets, income statements and cash flow statements, Consolidated EBITDA and Availability) of the Secretary or an Assistant Secretary of Borrower certifying Company and its Subsidiaries for each month through February 1, 2025 (A) the names “First Amendment Projections”), which budget and true signatures of forecast shall be in form and substance reasonably satisfactory to the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated herebyAgent; (iiia) A certificate signed by either the chief financial officera Borrowing Base Certificate, principal accounting officer or treasurer and (b) a Term Borrowing Base Certificate, each dated as of the Borrower stating that First Amendment Effective Date, relating to the fiscal month ended on March 30, 2024 and in form and substance reasonably satisfactory to the Agent; (Avii) the representations Intercreditor Agreement duly executed by the Term Agent and warranties contained the Agent and agreed to and acknowledged by the Loan Parties, in Section 4.01 are correct on form and substance acceptable to Agent in its Permitted Discretion; (viii) the Amended and Restated Security Agreement dated as of the date hereof, by the Loan Parties in favor of such certificate as though made on and the Agent; (ix) the Amendment to Intercompany Subordination Agreement, dated as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date hereof, by and among the Loan Parties for the benefit of such certificatethe Agent; and11796519v12 (ivx) A the perfection certificate, in form and substance reasonably satisfactory to the Agent, executed by each of the Loan Parties; (xi) the Trademark Security Agreement and the Copyright Security Agreement, each in form and substance reasonably satisfactory to the Agent, executed by the applicable Loan Party, as grantor thereunder, which agreements will be filed concurrently herewith; (xii) UCC-3 amendments to the Agent’s existing UCC-1 financing statements, in form and substance reasonably satisfactory to the Agent, amending the collateral description to reflect an “all asset” filing, which amendments will be filed concurrently herewith; (xiii) a favorable opinion written opinion, in form and substance reasonably satisfactory to the Agent, of (a) ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇ LLP, counsel to the Loan Parties, (b) ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, California counsel to the Loan Parties, and (c) ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, Alabama counsel to the Loan Parties; (xiv) a certificate of a Responsible Officer of each Loan Party, dated as of the date hereof, (a) attesting to the resolutions of such Loan Party’s board of directors, members or other body authorizing its execution, delivery, and performance of the Loan Documents to which it is a party, and authorizing specific officers of such Loan Party to execute the same, (b) attesting to the incumbency and signatures of such specific officers of such Loan Party, (c) attaching copies of such Loan Party’s organizational documents, and (d) attaching copies of a certificate of status with respect to such Loan Party, dated within thirty (30) days of the First Amendment Effective Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization or registration of such Loan Party, which certificate shall indicate that such Loan Party is in good standing in such jurisdiction (or other similar status, as applicable); (xv) a certificate, signed by a Responsible Officer of the Borrower Representative, dated as of the date hereof (a) stating that no Default has occurred and is continuing or will arise after giving effect to this Amendment, (b) stating that the representations and warranties contained in the Loan Documents are true and correct in all material respects as of such date (it being understood and agreed that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects), (c) certifying any other factual matters as may be reasonably requested by the Agent, (d) certifying that all regulatory approvals, licenses and consents required for the Borrowerdelivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party is in full force and effect and none other is so required or necessary, (e) certifying that each Loan Party is in material compliance with all applicable federal, state, local or territorial regulations, and (g) certifying that the Loan Parties are Solvent as of the First Amendment Effective Date after giving effect to the transactions contemplated hereby (including, without limitation, the incurrence of the Term Loan); (xvi) a Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Loan Parties, together with such other documentation 11796519v12 as the Agent shall reasonably request, in form order to enable the Agent and substance reasonably acceptable the Lenders to comply with any of the Administrative Agentrequirements under Regulations T, U or X of the FRB; (b) after giving effect to this Amendment, the Borrowers shall be in compliance with the Revolving Exposure Limitations; and (c) all reasonable and documented expenses incurred by the Administrative Agent (including the reasonable and documented fees and expenses of counsel to the Agent) shall have received evidence, satisfactory to been paid in full by the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, Company as and to the extent billedrequired to be paid by, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereofin accordance with, the Administrative Agent shall notify terms of Section 9.03 of the BorrowerExisting Credit Agreement, including, without limitation, all amounts due under the Lenders and the LC Issuers as to the Effective DateFirst Amendment Fee Letter.

Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) Amendment shall become effective if, on or before April 15, 2011, all (the “Effective Date”) upon the satisfaction of the following conditions precedent have been satisfiedprecedent: (a) 4.1 the Administrative Agent shall have received evidencecounterparts of this Amendment executed and delivered on behalf of the Borrower, satisfactory to Administrative Agent and the Required Lenders; 4.2 the Administrative Agent, that for the Borrower has paid (or will pay with the proceeds benefit of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory the Lenders, shall have received an opinion of counsel to the Administrative Agent: (i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby; (ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby; (iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and (iv) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and; (c) 4.3 the Administrative Agent shall have received evidencecounterparts of (a) the Amended and Restated Collateral Agency and Intercreditor Agreement (as defined in the Credit Agreement as amended by this Amendment), (b) the Amended and Restated Deposit and Disbursement Agreement (as defined in the Credit Agreement as amended by this Amendment), and (c) each other Security Document reasonably requested by the Administrative Agent, each of which shall have been executed and delivered on behalf of the each of the parties thereto. 4.4 a certificate of the Borrower, dated as of the date hereof, has been executed and delivered to the Administrative Agent certifying, inter alia, (a) true and correct copies of resolutions adopted by the board of managers or other appropriate body of the Borrower authorizing the negotiation, execution and delivery of this Amendment and the performance of the Credit Agreement as amended hereby and the negotiation, execution, delivery and performance of each of the applicable Security Documents and 2006 IPS Transaction Documents to which it is a party, (b) true and correct copies of the Organization Documents of the Borrower or a certification that there has been no change to the Organization Documents of the Borrower since September 15, 2006, (c) that the Cash Flow Coverage Ratio of the Parent Guarantor after giving pro forma effect to the 2006 IPS Transaction and Indebtedness of the Borrower and the applicable Subsidiaries as guarantors of the Convertible Note Indenture is at least 1.5 to 1.0, (d) that no Default or Event of Default exists on the date hereof, (e) that since the Closing Date no event or events have occurred that, in the aggregate, could reasonably be expected to have a Material Adverse Effect and (f) that immediately prior to and after giving effect to the 2006 IPS Transaction, the Borrower and each Guarantor shall be Solvent; 4.5 a certificate of each Guarantor, dated as of the date hereof, has been executed and delivered to the Administrative Agent certifying, inter alia, (a) true and correct copies of resolutions adopted by the general partner, managing member or other appropriate body of such Guarantor authorizing the negotiation, execution, delivery and performance of each of the applicable Security Documents and 2006 IPS Transaction Documents to which it is a party and (b) true and correct copies of the Organization Documents of such Guarantor or a certification that there has been no change to the Organization Documents of such Guarantor since September 15, 2006; 4.6 a certificate of the Parent Guarantor, dated as of the date hereof, has been executed and delivered to the Administrative Agent certifying, inter alia, (a) that each of the 2006 IPS Issuance and the Convertible Note Issuance have been, or upon the effectiveness of this Amendment will be, consummated (b) that the Convertible Note Indenture and each of the other 2006 IPS Transaction Documents are, or upon the effectiveness of this Amendment will be, in full force and effect, (c) that the Cash Flow Coverage Ratio of the Parent Guarantor after giving pro forma effect to the 2006 IPS Transaction and Indebtedness of the Borrower and the applicable Subsidiaries as guarantors of the Convertible Note Indenture is at least 1.5 to 1.0; (d) that the Acquisition Term Loan Agent shall have received or, within five (5) Business Days of the consummation of the IPS Transaction, shall receive not less than $37,000,000 for the account of the Acquisition Term Loan Lenders as a prepayment of Indebtedness outstanding under the Acquisition Term Loan Facility, (e) that the proceeds of the 2006 IPS Transaction that have not been applied to the repayment of Indebtedness outstanding under the Acquisition Term Loan Facility have been, or upon the effectiveness of this Amendment shall be, applied (i) to the redemption by the Borrower of any Existing Investor Interests (as defined in the Subordinated Note Indenture) or (ii) to the payment of any fees, costs or other expenses incurred in connection with the consummation of the 2006 IPS Transaction; (f) true and correct copies of the final Convertible Note Indenture (which shall be in form and substance reasonably satisfactory to the Administrative Agent); (g) true and correct copies of the final 2006 IPS Prospectus (which shall be in form and substance reasonably satisfactory to the Administrative Agent); and (h) true and correct copies of the Guaranty, that dated as of October 11, 2006 and delivered by each of the Guarantors party thereto in connection with the Convertible Note Indenture (which shall be in form and substance reasonably satisfactory to the Administrative Agent); 4.7 any fees required to be paid on or before the date hereof shall have been paid; and 4.8 unless waived by the Administrative Agent, the Borrower has shall have paid (or will pay with the proceeds all Attorney Costs of the initial Credit Extensions) all fees and, Administrative Agent to the extent billed, expenses payable by the Borrower hereunder invoiced prior to or on the Effective Date Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (including amounts then payable to provided that such estimate shall not thereafter preclude a final settling of accounts between the Joint Active Lead Arrangers Borrower and the AgentsAdministrative Agent). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Date.

Conditions Precedent to Effectiveness. This The effectiveness of this Amended and Restated Receivables Purchase Agreement (including is subject to the Commitments of condition precedent that the Lenders and the obligations of the Borrower hereunder) Administrator shall become effective ifhave received, on or before April 15the date of such effectiveness, 2011, all of the following conditions precedent have been satisfiedeach (unless otherwise indicated) dated such date in the form and substance reasonably satisfactory to the Administrator: (a) the Administrative Agent shall have received evidenceThe Assignment Agreement, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable duly executed by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminatedparties thereto; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent: (i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby; (ii) A certificate of the Secretary or an Assistant Secretary of Borrower each Seller Party certifying (A) the names and true signatures of the officers of the Borrower authorized on its behalf to sign this Agreement and the other documents Transaction Documents to be delivered hereunder; by it hereunder (Bon which certificate the Administrator and Purchaser may conclusively rely until such time as the Administrator shall receive from such Seller Party a revised certificate meeting the requirements of this subsection (b)); (c) that attached thereto are true and correct copies The Articles or Certificate of Incorporation of each Seller Party, duly certified by the organizational documents Secretary of the BorrowerState of Delaware, as of a recent date acceptable to Administrator, in each case in effect on together with a copy of the by- laws of such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due executionSeller Party, delivery and performance duly certified by the Borrower Secretary or an Assistant Secretary of this Agreement and the documents contemplated herebysuch Seller Party; (iiid) A certificate signed Copies of good standing certificates for each Seller Party, issued by either the chief financial officer, principal accounting officer or treasurer Secretaries of State of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as state of the date incorporation of such certificate as though made on Seller Party and as the state where such Seller Party's principal place of such date and business is located; (Be) no Event Acknowledgment copies (or other evidence of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and (iv) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Borrower, in form and substance filing reasonably acceptable to the Administrative Agent; and (cAdministrator) the Administrative Agent shall have received evidenceof assignments of, satisfactory and amendments to the Administrative Agent, that the Borrower has paid financing statements (or will pay Form UCC-1) filed in connection with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Date.Original Purchase Agreement;

Conditions Precedent to Effectiveness. This The effectiveness of this Agreement (including the Commitments of the Lenders and the obligations of each Tranche B Lender and Increasing Term Lender to fund the Borrower hereunder) Tranche B Incremental Loans and the Term Advance Increase, respectively, shall become effective if, on or before April 15, 2011, all be subject to the satisfaction of the following conditions precedent have been (the first Business Date on which such conditions precedent are so satisfied:, the “Tranche B Effective Date”): (a) the Administrative The Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart duly executed counterparts of this Agreement and each of the following documentsother Loan Documents requested by the Agent from the Borrower, each other Loan Party party thereto and the Agent. (b) The Administrative Agent shall have received on or before the Tranche B Effective Date the following, each dated a date reasonably satisfactory to the Administrative Agent and otherwise such day, in form and substance satisfactory to the Administrative AgentAgent and (except for any Notes) in sufficient copies for each Lender: (i) Certified copies A certificate of the Secretary or Assistant Secretary of each Loan Party dated the Tranche B Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or comparable organizational document) of such Loan Party as in effect on the Tranche B Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions of duly adopted by the Board of Directors (or equivalent managing body comparable governing body) of such Loan Party authorizing the execution, delivery and performance of the Borrower approving Loan Documents to which such Loan Party is a party and, in the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action case of the Borrower with respect to this Agreement Borrower, the Borrowing under the Tranche B Incremental Facility and the documents contemplated hereby;Term Advance Increase, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation (or comparable organizational document) of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (iii) below and (D) as to the incumbency and specimen signature of each Responsible Officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party. (ii) A certificate of another Responsible Officer as to the incumbency and specimen signature of the Secretary or an Assistant Secretary of Borrower certifying executing the certificate pursuant to clause (Ai) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;above. (iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer Certified copies of the Borrower stating that certificate or articles of incorporation (A) or comparable organizational document), including all amendments thereto, of each Loan Party as in effect on the representations and warranties contained in Section 4.01 are correct on and Tranche B Effective Date, certified as of a recent date by the date Secretary of such State (or comparable entity) of the jurisdiction of its organization, and a certificate as though made on and to the good standing (where such concept is applicable) of each Loan Party as of a recent date, from such date and Secretary of State (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; andcomparable entity). (iv) A favorable opinion of ▇▇A▇▇▇▇▇ & P▇▇▇▇▇ LLP, counsel for the BorrowerBorrower and the other Loan Parties, dated as of the Tranche B Effective Date, addressed to the Administrative Agent, the Collateral Agent, the Issuing Bank and each Lender in form and substance reasonably satisfactory to the Agent and covering such other matters relating to the Loan Documents and the Transactions as the Agent shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinion. (v) Any Notes, to the extent requested at least three Business Days prior to the Tranche B Effective Date by any Lender pursuant to Section 2.16. (c) The Administrative Agent shall have received a Notice of Borrowing as required under Section 2.02 and in the form attached hereto as Exhibit B. (d) The Administrative Agent shall have received a solvency certificate from a Financial Officer of the Borrower in the form attached hereto as Exhibit H. (e) The Acquisition and the other Transactions shall be consummated substantially concurrently with the initial funding of the Tranche B Incremental Loans and the Term Advance Increase in accordance with the Acquisition Agreement (without any amendment, modification or waiver thereof or any consent thereunder which is materially adverse to the Agent, the Arrangers or the Lenders without the prior written consent of the Agent). The Acquisition Agreement Representations shall be true and correct and the Specified Representations shall be true and correct in all material respects (or in all respects if qualified by materiality). The Administrative Agent shall have received a certificate, dated the Tranche B Effective Date, from a Financial Officer of the Borrower certifying compliance with this Section 3.01(e). (f) All fees required to be paid by the Borrower hereunder or as separately agreed by the Borrower and any of the Arrangers or the Tranche B Incremental Lenders or the Increasing Term Lenders and all invoiced expenses of the Agent and the Arrangers relating hereto (including those of counsel to the Agent and the Arrangers), shall have in each case been paid (which amounts may be offset against the proceeds of the Tranche B Incremental Loans and the Term Advance Increase). (g) All amounts due or outstanding in respect of Indebtedness for borrowed money of the Acquired Business existing as of the Tranche B Effective Date shall have been, or substantially simultaneously with the initial funding of the Tranche B Incremental Facility and the Term Advance Increase shall be, paid in full, all commitments in respect thereof shall have been terminated and all guarantees thereof and security therefor discharged and released. After giving effect to the Transactions and the other transactions contemplated hereby, no Loan Party (including, without limitation, the Acquired Business) shall have any outstanding Indebtedness for borrower money or preferred stock other than the Indebtedness under the Tranche B Incremental Facility and the Term Facility. (h) Since September 30, 2014, there shall not have been any event that has had or would reasonably be expected to have, individually or in the aggregate, an Acquisition Agreement Material Adverse Effect. (i) The Agent and the Arrangers shall have received: (i) audited Consolidated balance sheets and related statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal years ended January 31, 2013, January 31, 2014 and January 30, 2015, and unaudited Consolidated balance sheets and related statements of income and cash flows of the Borrower and its Subsidiaries for each fiscal quarter (other than any fourth fiscal quarter) ended after January 30, 2015 and at least 45 days prior to the Tranche B Effective Date; (ii) audited Consolidated balance sheets and related statements of income and cash flows of the Acquired Business for the fiscal years ended September 30, 2012, 2013 and 2014, and unaudited Consolidated balance sheets and related and related statements of income and cash flows of the Acquired Business for each fiscal quarter ended after September 30, 2014 and at least 45 days prior to the Tranche B Effective Date; (iii) a pro forma Consolidated balance sheet and related pro forma Consolidated statement of income of the Borrower as of, and for the twelve-month period ending on, the last day of the most recently completed four-fiscal quarter period for which financial statements of the Borrower pursuant to subclause (i) above has been delivered, in each case prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statement) (the “The Pro Forma Financial Information”); and (iv) all other financial, marketing and other information reasonably requested by any Arranger in the preparation of the Information Memorandum (each of the foregoing, collectively, the “Required Information”). (j) The Agent and the Arrangers shall have received, at least five Business Days prior to the Tranche B Effective Date, all documentation and other information with respect to the Loan Parties required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing at least ten calendar days prior to the Tranche B Effective Date by the Agent or the Arrangers. (k) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.01(c) and the applicable provisions of the Security and Guarantee Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance reasonably satisfactory to the Agent. (l) The Collateral Agent shall have received (i) a Perfection Certificate with respect to the Loan Parties dated the Tranche B Effective Date and duly executed by a Responsible Officer of the Borrower and (ii) the results of a recent lien search made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, in which the chief executive office of each such Person is located and in the other jurisdictions in which such Persons maintain property, as applicable, in each case as indicated on the Perfection Certificate referred to above, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 5.03(a) of this Agreement or have been or will be contemporaneously released or terminated. (m) The Security and Guarantee Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Tranche B Effective Date. The Collateral Agent, on behalf of the Secured Parties, shall have a security interest in the Collateral of the type and priority described in each Security and Guarantee Document. (n) Each document (including any UCC financing statements but excluding any Mortgages) required by the Security and Guarantee Documents or under applicable law or reasonably requested by the Collateral Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent, for the benefit of the Lenders and the other Secured Parties, a perfected Lien on the Collateral described therein, prior and superior in right to any other person (subject to applicable Liens permitted under Section 5.03(a) of this Agreement), shall have been filed, registered or recorded or delivered to the Collateral Agent in proper form for filing, registration or recordation. On or prior to the Tranche B Effective Date, the Collateral Agent shall have received all Pledged Collateral (as defined in the Guarantee and Collateral Agreement) required to be delivered to the Collateral Agent pursuant to the Guarantee and Collateral Agreement, together with undated proper instruments of assignment duly executed by the applicable Loan Party in blank and such other instruments or documents as the Collateral Agent may reasonably request. (o) Other than as set forth in Section 5.01(n), (i) each of the Security and Guarantee Documents, in form and substance reasonably satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 5.03(a) of this Agreement, (iii) each such Security and Guarantee Document shall have been filed and recorded in the recording office as specified on Schedule 4.01(bb) (or a lender’s title insurance policy, in form and substance reasonably acceptable to the Administrative Collateral Agent; , insuring such Security and Guarantee Document as a first lien on such Mortgaged Property (subject to applicable Liens permitted under Section 5.03(a) of this Agreement) shall have been received by the Collateral Agent) and , in connection therewith, the Collateral Agent shall have received evidence reasonably satisfactory to it of each such filing and recordation and (civ) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company, together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than Permitted Liens, together with such surveys, abstracts, appraisals and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral Agent or the Lenders. Notwithstanding the foregoing, if, after the use by the Loan Parties of commercially reasonable efforts to cause the conditions relating to the collateral and guarantee matters set forth in Section 3.01(n) and Section 3.01(o) above to be satisfied as of the Tranche B Effective Date (other than any Collateral the security interest in which may be perfected by the filing of a UCC financing statement, filings in the United States Patent and Trademark Office and the United States Copyright Office or the delivery of stock certificates and the security agreement giving rise to the security interest therein), such conditions shall not be a condition precedent to the effectiveness of this Agreement on the Tranche B Effective Date, but shall be accomplished as promptly as practicable after the Tranche B Effective Date and in any event within any applicable period specified on Schedule 5.01(n) or such later date or otherwise as the Agent may agree to in its sole discretion. Without limiting the generality of the provisions of Section 8.03, for purposes of determining compliance with the conditions specified in this Section 3.01, each Lender as of the Tranche B Effective Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received evidence, satisfactory written notice from such Lender prior to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Tranche B Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Datespecifying its objection thereto.

Conditions Precedent to Effectiveness. This The effectiveness of this Agreement (including the Commitments of the Lenders and the obligations of other Loan Documents (other than the Borrower hereunderFee Letters) shall become effective if, on or before April 15, 2011, all of the following conditions precedent have been satisfied: (a) the Administrative Agent shall have received evidence, satisfactory are subject to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds 's receipt of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsfollowing, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent:Agent (the day when all such conditions have been satisfied or waived is herein referred to as the "Effective Date"): (i) This Agreement executed by each Ensco Borrower, each Bank, each Issuing Bank, and the Administrative Agent, (ii) the Notes (if any) payable to the order of the Banks, respectively, executed by the respective Borrowers, and (iii) the Guaranty executed by the Parent, Global, EII, and EUI. (b) An opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇, Cayman Islands counsel for the Ensco Borrowers and Ensco Guarantors, in form and substance reasonably satisfactory to the Administrative Agent. (c) An opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, counsel for the Ensco Borrowers and Ensco Guarantors, in form and substance reasonably satisfactory to the Administrative Agent. (d) Certified copies of resolutions of all governmental approvals, if any, necessary for each Ensco Borrower and Ensco Guarantor to enter into the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement Loan Documents to which it is party and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby;perform its obligations thereunder. (iie) A certificate of the Secretary or an Assistant Secretary of each Ensco Borrower and Ensco Guarantor certifying (Ai) the names resolutions of the Board of Directors of such Loan Party approving this Agreement, the other Loan Documents, and the transactions contemplated hereby, in each case evidencing any necessary company action, (ii) the name and true signatures signature of the officers an agent or agents of the Borrower such Loan Party authorized to sign this Agreement each Loan Document to which such Loan Party is a party and the other documents to be delivered hereunder; , and (Biii) that attached thereto are true and correct copies of the Bylaws and Articles of Incorporation (or corresponding organizational documents documents) of such Loan Party. (f) A certificate of the Borrowerchief executive officer or the chief financial officer of the Parent certifying that (i) insurance complying with Section 5.01(d) is in full force and effect, in each case in effect on such date; and (Cii) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due executionno Material Adverse Change has occurred since December 31, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby; 2010, (iii) A certificate signed by either the chief financial officerno Default or Event of Default exists, principal accounting officer or treasurer of the Borrower stating that (Aiv) the all representations and warranties contained made by the Ensco Borrowers and Ensco Guarantors in Section 4.01 are correct in all material respects on and as of the date of such certificate as though made on the Effective Date (other than those representations and warranties that expressly relate solely to a specific earlier date, which shall be correct in all material respects as of such date earlier date), and (Bv) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and (iv) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel annual audited financials for the Borrowerfiscal year ended December 31, 2010 and the quarterly unaudited financials for the fiscal quarter ended March 31, 2011, in form and substance reasonably acceptable each case delivered to the Administrative Agent; andAgent prior to the Effective Date, are true and correct copies of such financials, fairly present the financial condition of the Parent as of such dates, and were, to the best of such officer's knowledge, prepared in conformity with GAAP. (cg) Certificates of existence, good standing and qualification from appropriate state officials with respect to EII and EUI, such corresponding certificates or other documents from Cayman Islands officials or agencies as the Administrative Agent shall have received evidencereasonably requests with respect to EOIC and Global, satisfactory and such corresponding certificates or other documents from English officials or agencies as the Administrative Agent reasonably requests with respect to the Parent and EUL. (h) Evidence of payment by the Ensco Borrowers of all fees and disbursements required to be paid by the Ensco Borrowers on the Effective Date, including the fees and expenses of counsel to the Administrative Agent, that the Borrower has paid Banks, the Syndication Agent, the Co-Documentation Agents and the Joint Lead Arrangers. (or will pay with the proceeds i) Evidence of appointment by each of the initial Credit ExtensionsParent, EUL, Global, and EOIC of the Process Agent as its domestic process agent in accordance with Section 8.14. (j) all fees andSuch other documents, to the extent billedgovernmental certificates, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers conditions, agreements and the Agents). Promptly upon the occurrence thereof, lien searches as the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Datemay reasonably request.

Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the The obligations of the Borrower hereunder) Purchaser to pay the Purchase Price for the Transferred Assets sold on the Closing Date and any Purchase Date shall become effective if, on or before April 15, 2011, all be subject to the Purchaser’s receipt of the following conditions precedent have been satisfieddeliverables: (a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds a copy of this Agreement duly executed by each of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminatedparties hereto; (b) a certificate of a Responsible Officer of the Administrative Agent shall have received Seller, dated the Closing Date, certifying (i) a counterpart of this Agreement signed on behalf of each party hereto or as to its Constituent Documents, (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to representations and warranties made by such Person under the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent: (i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby; (ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto Facility Documents are true and correct copies in all material respects as of the organizational documents of Closing Date (except to the Borrowerextent such representations and warranties expressly relate to any earlier date, in each which case in effect on such date; representations and (C) that attached thereto are warranties shall be true and correct copies in all material respects as of all governmental and regulatory authorizations and approvals required for the due executionsuch earlier date), delivery and performance by the Borrower of this Agreement and the documents contemplated hereby; (iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and continuing, and (iv) A favorable opinion as to the incumbency and specimen signature of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLPeach of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (c) a good standing certificate, counsel dated as of a recent date, for the BorrowerSeller, issued by the Secretary of State of Maryland; (d) filed, original copies of proper financing statements describing the Transferred Assets, and naming the Seller as the “Debtor/Seller” and the Purchaser as “Secured Party/Buyer”, or other similar instruments or documents, in form and substance sufficient for filing under the UCC or any comparable law of any and all jurisdictions as may be necessary to perfect the Purchaser’s ownership interest in all Transferred Assets; (e) copies of properly authorized termination statements or statements of release (on Form UCC-3) or other similar instruments or documents, if any, in form and substance sufficient for filing under the UCC or any comparable law of any and all jurisdictions as may be necessary to release all security interests and similar rights of any Person in the Transferred Assets previously granted by the Seller; (f) copies of tax and judgment lien searches in all jurisdictions reasonably requested by the Purchaser or its assignees and requests for information (or a similar UCC search report certified by a party acceptable to the Administrative AgentPurchaser and its assigns), dated a date reasonably near to the Closing Date, and with respect to such requests for information or UCC searches, listing all effective financing statements which name the Seller (under its present name and any previous name) as debtor, together with copies of such financing statements (none of which shall cover any Transferred Assets); and (cg) the Administrative Agent shall have received evidence, satisfactory one or more customary legal opinions of counsel to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective DateSeller.

Conditions Precedent to Effectiveness. This Agreement (including The obligation of each Lender and each LC Issuing Bank to make the Commitments initial Extension of the Lenders and the obligations of the Borrower hereunder) Credit to be made by it hereunder shall become effective if, on or before April 15, 2011, all and as of the first date on which the following conditions precedent have been satisfied: (a) the The Administrative Agent shall have received evidence, satisfactory to on or before such date of effectiveness the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsfollowing, each dated a date such day (except as noted otherwise below), in form and substance reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory and, to the extent requested by the Administrative Agent, in sufficient copies (except with respect to the promissory notes described in paragraph (ii) below) for each Lender and each LC Issuing Bank: (i) A fully executed version of this Agreement and the other Loan Documents; (ii) Promissory notes payable to each Lender that has requested the same prior to such date pursuant to Section 2.10(d), duly executed by the Borrower. (A) A copy of the articles of incorporation or other organizational documents of the Borrower and each amendment thereto, certified by the Secretary of State of Iowa as being a true and correct copy thereof, and (B) a certificate from the Secretary of State of Iowa (dated not more than 10 days prior to the date hereof) attesting to the continued existence and good standing of the Borrower in that State. (iv) Certified copies of the resolutions of the Board board of Directors or equivalent managing body directors of the Borrower approving the transactions contemplated by this Agreement and the other Loan Documents and of all documents evidencing other necessary organizational corporate action of and Governmental Approvals required for the execution, delivery and performance by the Borrower with respect to of this Agreement and the documents contemplated hereby;other Loan Documents. (iiv) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by the Borrower hereunder; , and (B) that attached thereto are true and correct copies of the organizational documents bylaws of the Borrower, in each case Borrower as in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;. (iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and (ivvi) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, in-house counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and. (cvii) A favorable opinion of special New York counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent. (b) On such date, the following statements shall be true and the Administrative Agent shall have received evidencefor the account of each Lender a certificate signed by a duly authorized officer of the Borrower, satisfactory to dated such date, stating that: (i) The representations and warranties of the Borrower contained in this Agreement are true and correct on and as of the date of such effectiveness as though made on and as of such date, and (ii) No event has occurred and is continuing that constitutes a Default. (c) The Borrower shall have paid all accrued fees and expenses under the Existing Credit Agreement payable on the date hereof and all accrued fees and expenses of the Administrative Agent, that the Borrower has paid Joint Lead Arrangers and the Lenders payable on the date hereof (or will pay with including the proceeds accrued fees and expenses of counsel to the initial Credit ExtensionsAdministrative Agent to the extent then due and payable). (d) The Administrative Agent shall have received all fees anddocumentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent billed, expenses payable such documentation or information is requested by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, on behalf of the Lenders and reasonably in advance of the date hereof. (e) The Administrative Agent shall have received such other approvals or documents as the Administrative Agent, any Lender or any LC Issuers as to Issuing Bank shall have reasonably requested through the Effective DateAdministrative Agent reasonably in advance of the date hereof.

Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15November 30, 20112006, all of the following conditions precedent have been satisfied: (a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility Facilities and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent: (i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby; (ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby; (iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and (iv) A favorable opinion of ▇B▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & I▇▇▇▇▇▇▇▇, LLP, counsel for the Borrower, substantially in the form and substance reasonably acceptable to the Administrative Agent; andof Exhibit D; (c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Co-Lead Arrangers and the Agents); and (d) the “Effective Date” (as defined in the $1,000,000,000 Credit Agreement of even date herewith among Exelon, various financial institutions and JPMorgan Chase Bank, N.A., as administrative agent) shall have occurred. Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Date.

Conditions Precedent to Effectiveness. This Agreement (including shall be effective upon the Commitments satisfaction of the Lenders and conditions precedent that the obligations of the Borrower hereunder) Purchaser shall become effective if, have received on or before April 15the Closing Date, 2011, all of the following conditions precedent have been satisfied: (a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative AgentPurchaser, all of the following: (i) Certified copies a copy of resolutions this Agreement duly executed by each of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated herebyparties hereto; (ii) A a certificate of the Secretary or an Assistant Secretary of Borrower the Seller, dated the Closing Date, certifying (A) the names and true signatures of the incumbent officers of the Borrower Seller authorized to sign on behalf of the Seller this Agreement Agreement, the First Tier Loan Assignments and the all other documents to be delivered hereunder; executed by the Seller hereunder or in connection herewith (on which certificate the Purchaser and its assignees may conclusively rely until such time as the Purchaser and such assignees shall receive from the Seller, a revised certificate meeting the requirements of this Section 3.1(ii)), (B) that attached thereto are true the copy of the articles of incorporation of the Seller is a complete and correct copies copy and that such articles of the organizational documents of the Borrowerincorporation have not been amended, modified or supplemented and are in each case in effect on such date; full force and effect, (C) that attached thereto the copy of the by-laws of the Seller are true a complete and correct copies copy, and that such by-laws have not been amended, modified or supplemented and are in full force and effect, and (D) the resolutions of all governmental the board of directors of the Seller approving and regulatory authorizations and approvals required for authorizing the due execution, delivery and performance by the Borrower Seller of this Agreement Agreement, the First Tier Loan Assignments and all other documents to be executed by the documents contemplated herebySeller hereunder or in connection herewith; (iii) A certificate signed a good standing certificate, dated as of a recent date for the Seller, issued by either the chief financial officer, principal accounting officer or treasurer Secretary of State of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and Seller’s State of formation or incorporation, as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; andapplicable; (iv) A favorable opinion filed, original copies of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLPproper financing statements (the “Facility Financing Statements”) describing the Sale Portfolio, counsel for and naming the BorrowerSeller as the “Debtor/Seller” and the Purchaser as “Secured Party/Buyer”, or other similar instruments or documents, in form and substance sufficient for filing under the UCC or any comparable law of any and all jurisdictions as may be necessary to perfect the Purchaser’s ownership interest in all Sale Portfolio; (v) copies of properly authorized termination statements or statements of release (on Form UCC-3) or other similar instruments or documents, if any, in form and substance sufficient for filing under the UCC or any comparable law of any and all jurisdictions as may be necessary to release all security interests and similar rights of any Person in the Sale Portfolio previously granted by the Seller; (vi) copies of tax and judgment lien searches in all jurisdictions reasonably requested by the Purchaser or its assignees and requests for information (or a similar UCC search report certified by a party acceptable to the Administrative Purchaser and its assigns), dated a date reasonably near to the Closing Date, and with respect to such requests for information or UCC searches, listing all effective financing statements which name the Seller (under its present name and any previous name) as debtor and which are filed in the State of Maryland, together with copies of such financing statements (none of which shall cover any Sale Portfolio); (vii) all instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to the Purchaser and the Agent, and the Purchaser and the Agent shall have received from the Seller copies of all documents (including, without limitation, records of corporate proceedings, approvals and opinions) relevant to the transactions herein contemplated as the Purchaser and the Agent may have reasonably requested; (viii) any necessary third party consents to the closing of the transactions contemplated hereby, in form and substance satisfactory to the Purchaser; (ix) the Seller shall have paid all fees required to be paid by it on the Closing Date; and (cx) the Administrative Agent shall have received evidence, satisfactory one or more favorable Opinions of Counsel from counsel to the Administrative Agent, that Seller with respect to the Borrower has paid (or will pay with the proceeds perfection and enforceability of the initial Credit Extensions) all fees and, to security interest hereunder and such other matters as the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective DatePurchaser or any assignee thereof may reasonably request.

Conditions Precedent to Effectiveness. This The effectiveness of this Agreement (including the Commitments of the Lenders and the obligations obligation of each Lender and each LC Issuing Bank to make its initial Extension of Credit hereunder on the Borrower hereunder) shall become effective if, on or before April 15, 2011, all Restatement Effective Date is subject to satisfaction of each the following conditions precedent have been satisfiedon or before such date: (a) the The Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentson or before the Restatement Effective Date, each dated a such date reasonably satisfactory to (except for the Administrative Agent and otherwise Disclosure Documents), in form and substance satisfactory to the Administrative AgentAgent and (except for the notes described in paragraph (i)) with one copy for each Lender and each LC Issuing Bank: (i) (A) This Agreement, duly executed by each of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.17, duly completed and executed by the Borrower; (ii) Certified copies of the resolutions of the Board of Directors or equivalent managing governing body of the Borrower approving the transactions contemplated by this Agreement Agreement, and of all documents evidencing other necessary organizational limited liability company action of the Borrower with respect to this Agreement and the documents contemplated herebyAgreement; (iiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on such datethe Restatement Effective Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated herebyAgreement; (iiiiv) A certificate signed Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on ▇▇▇▇▇ or on the Borrower’s website no later than the third Business Day immediately preceding the Restatement Effective Date); (v) One or more favorable opinions of counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower in form and substance satisfactory to the Administrative Agent; (vi) All documentation and information required by either regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the chief financial officerPatriot Act, principal accounting officer to the extent such documentation or treasurer information is requested by the Administrative Agent on behalf of the Lenders prior to the Restatement Effective Date; and (vii) At least five (5) days prior to the Restatement Effective Date, if the Borrower stating that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. (Ab) The Administrative Agent shall have received on behalf of each Departing Lender, payment in full of all “Advances” (as defined in the Existing Credit Agreement) of such Departing Lender outstanding as of the Restatement Effective Date, together with all interest accrued and unpaid thereon, any amounts owing in respect of such payment pursuant to Section 8.04(b) of the Existing Credit Agreement, all accrued and unpaid fees pursuant to Section 2.04 of the Existing Credit Agreement, and any other amounts then due and owing by the Borrower to such Departing Lender pursuant to the Existing Credit Agreement on the Restatement Effective Date. (c) The Borrower shall have paid to the Lenders all accrued and unpaid fees pursuant to Section 2.04 of the Existing Credit Agreement, and any other amounts then due and owing by the Borrower to the Lenders pursuant to the Existing Credit Agreement (other than the Advances and participation amounts that, pursuant to Section 8.20, are being reallocated and/or continuing to remain outstanding under this Agreement). (d) The Administrative Agent shall have received the fees payable pursuant to the Fee Letters. (e) The following statements shall be true: (i) The representations and warranties contained in Section 4.01 are true and correct on and as of Restatement Effective Date; and (ii) No event has occurred and is continuing, or would result from the date of such certificate as though made on Borrower entering into the Agreement and as of such date and (B) no the other Loan Documents, that constitutes an Event of Default or Unmatured would constitute an Event of Default has occurred and is continuing on the date with notice or lapse of such certificate; and (iv) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and (c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (time or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Dateboth.

Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the The obligations of the Borrower hereunder) Fronting Bank and the Lenders to make Extensions of Credit hereunder shall not become effective if, until the date (the "Closing Date") on or before April 15, 2011, all which each of the following conditions precedent have been is satisfied: (a) the The Administrative Agent shall have received evidence, satisfactory to on or before the Administrative Agent, that Closing Date the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsfollowing, each dated a date reasonably satisfactory to the Administrative Agent and otherwise Closing Date, in form and substance satisfactory to the Administrative AgentAgent and in sufficient copies for the Fronting Bank and each Lender: (i) Certified copies Counterparts of resolutions of this Agreement, duly executed by the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby;Borrower. (ii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying certifying: (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; Loan Documents; (B) that attached thereto are true and correct copies of: (1) the Declaration of the organizational documents Trust of the Borrower, in each case together with all amendments thereto, as in effect on such date; and (C2) that attached thereto are true and correct copies the resolutions of all governmental and regulatory authorizations and approvals required for the due Borrower's Board of Trustees approving the execution, delivery and performance by the Borrower of this Agreement the Loan Documents; (3) all documents evidencing other necessary corporate or other similar action, if any, with respect to the execution, delivery and performance of the documents contemplated hereby;Loan Documents by the Borrower; and (4) true and correct copies of all Governmental Approvals referred to in clause (i) of the definition of "Governmental Approval" required to be obtained by the Borrower in connection with the execution, delivery and performance by the Borrower of the Loan Documents (including the order of the Securities and Exchange Commission); and (C) that the resolutions referred to in the foregoing clause (B)(2) have not been modified, revoked or rescinded and are in full force and effect on such date. (iii) A certificate signed by either the chief Treasurer or Assistant Treasurer of the Borrower, certifying as to: (A) the delivery to the Fronting Bank and each of the Lenders, prior to the Closing Date, of true, correct and complete copies (other than exhibits thereto) of all of the Disclosure Documents; and (B) the absence of any material adverse change in the financial officercondition, principal accounting operations, properties or prospects of the Borrower or the Borrower and its Principal Subsidiaries, taken as a whole, since June 30, 2002, except as disclosed in the Disclosure Documents. (iv) A certificate of a duly authorized officer or treasurer of the Borrower stating that (Ai) the representations and warranties of the Borrower contained in Section 4.01 6.01 are correct correct, in all material respects, on and as of the date Closing Date before and after giving effect to any Extensions of such certificate as though Credit to be made on and as of such date and the application of the proceeds thereof, and (Bii) no event has occurred and is continuing that constitutes an Event of Default or Unmatured Event Default, or would result from such initial Extensions of Default has occurred and is continuing on Credit or the date application of such certificate; andthe proceeds thereof. (ivv) A favorable opinion of ▇Such financial, business and other information regarding the Borrower and its Principal Subsidiaries, as the Fronting Bank or any Lender shall have reasonably requested. (vi) Favorable opinions of: (A) J▇▇▇▇▇▇ ▇. ▇▇▇▇ LLP▇▇▇, counsel for the BorrowerAssistant General Counsel of NUSCO, in substantially the form of Exhibit 5.01A hereto, and substance of such other counsel as relied upon therein; and as to such other matters as the Fronting Bank or any Lender may reasonably acceptable request; and (B) King & Spalding, special New York counsel to the Administrative Agent; and, in substantially the form of Exhibit 5.01B hereto and as to such other matters as the Fronting Bank or any Lender may reasonably request. (b) The commitments or commitment under the Existing Credit Facility shall have been terminated or expired pursuant to the terms thereof and all amounts outstanding thereunder shall have been (or will have been, upon the first Advance and the application of the proceeds thereof on the Closing Date) paid in full. (c) All fees and other amounts payable pursuant to Section 2.03 hereof or pursuant to the Fee Letter shall have been paid (to the extent then due and payable). (d) The Administrative Agent shall have received evidencesuch other approvals, satisfactory to opinions and documents as the Fronting Bank or the Majority Lenders, through the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers have reasonably requested as to the Effective Datelegality, validity, binding effect or enforceability of this Agreement or the financial condition, operations, properties or prospects of the Borrower and its Principal Subsidiaries.

Conditions Precedent to Effectiveness. This Agreement (including the Commitments The satisfaction of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all each of the following shall constitute conditions precedent have been satisfied:to the effectiveness of this Agreement and each and every provision hereof (such date being the “Agreement Effective Date”): (a) the Administrative Agent Lender shall have received evidence, satisfactory to the Administrative Agent, that the counterparts of this Agreement duly executed and delivered by each Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminatedeach Guarantor; (b) the Administrative Agent Lender shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsreceived, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative AgentLender: (i) Certified a duly executed original common stock purchase warrant issued to Lender in the form of Exhibit A hereto (the “First Additional Warrant”), (ii) a duly executed original common stock purchase warrant issued to Lender in the form of Exhibit B hereto (the “Second Additional Warrant”), (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Senior Officers of each Loan Party as Lender may require to establish the identities of and verify the authority and capacity of each Senior Officer thereof authorized to act as a Senior Officer thereof; (iv) such evidence as Lender may reasonably require to verify that each Loan Party is duly organized or formed, validly existing, in good standing (to the extent such concept is applicable in the relevant jurisdiction) and qualified to engage in business in such Loan Party’s jurisdiction of organization and in each foreign jurisdiction in which such Loan Party is required to be qualified, including certified copies of resolutions such Loan Party’s Organization Documents, certificates of good standing and/or qualification to engage in business, tax clearance certificates, and the like, [***] Omitted pursuant to a request for confidential treatment with the SEC. (c) except for representations and warranties which would otherwise fail to be true and correct solely as a result of the Board of Directors or equivalent managing body occurrence and continuance of the Specified Defaults, the representations and warranties herein and in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects (except where any such representation and warranty is already subject to a materiality standard, in which case such representation and warranty is true and correct in all respects) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier day); (d) no Default or Event of Default (other than the Specified Defaults) shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein; (e) no injunction, writ, restraining order or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower approving or any Guarantor or Lender; (f) Borrowers shall pay concurrently with the closing of the transactions evidenced by this Agreement, all fees, costs, expenses (including all attorney’s fees and consultant fees) and taxes then payable pursuant to the Credit Agreement (including Section 2.04 of the Credit Agreement) and Section 12 of this Agreement; (g) Lender shall have received, in immediately available funds, the Amendment Fee referred to in Section 11 of this Agreement; and (h) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed or recorded and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby; (ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to shall be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby; (iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and (iv) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and (c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective DateLender.

Conditions Precedent to Effectiveness. This Agreement (including the Commitments The several obligations of the Lenders to make the initial Warehousing Loans and the obligations effectiveness of this Agreement are subject to the Borrower hereunder) shall become effective if, satisfaction on or before April 15, 2011, all the Effective Date of each and every one of the following conditions precedent have been satisfiedconditions: (a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the The following documents, certificates and opinion, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Lenders and their counsel, shall have been delivered to the Agent: (i) Certified the Notes, duly executed by the Borrowers; (ii) a reaffirmation of the Pledge and Security Agreement, substantially in the form of Exhibit C hereto, duly executed by the Borrowers; (iii) a reaffirmation of the Servicing Security Agreement, substantially in the form of Exhibit D hereto, duly executed by the Borrowers; (iv) a reaffirmation of the Guaranty, substantially in the form of Exhibit G hereto, duly executed by NCFC; (v) completed responses to requests for information or other evidence satisfactory to the Agent that the financing statements and other instruments delivered to the Agent pursuant to the Existing Credit Agreement have been filed in all appropriate filing offices and that such filed financing statements perfect a first priority security interest in favor of the Agent for the benefit of the Lenders in the property described therein; (vi) copies of the resolutions of the Board Boards of Directors of NCFC, NCMC and NCCC certified by the respective Secretary or equivalent managing body Assistant Secretary of each of them, authorizing the Borrower approving the transactions contemplated by this Agreement execution, delivery and performance of all documents evidencing other necessary organizational action of the Borrower with respect each Loan Document to this Agreement which it is or will be a party and the documents other matters contemplated hereby; (iivii) A a certificate signed by the Secretary or an Assistant Secretary of each of NCFC, NCMC and NCCC certifying (A) as to the names, incumbency and true signatures of the respective persons authorized to execute and deliver each Loan Document to which it is or will be a party and any other instrument or agreement hereunder and under any other Loan Documents and (B) that the Agent and the Lenders may conclusively rely on such certificate until the Agent shall have received a further certification of its Secretary or an Assistant Secretary canceling or amending such certificate and submitting the names, incumbency and signatures of the officers named in such further certificate; (viii) copies of the Articles or Certificate of Incorporation of each of NCFC, NCMC and NCCC with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its respective incorporation; (ix) certificates of good standing for each of NCFC, NCMC and NCCC in the jurisdiction of its incorporation and certificates of good standing for the Borrowers in each of the jurisdictions in which the Borrowers are required to be qualified to do business, certified by the appropriate governmental officials as of a date not more than 45 days prior to the Closing Date; (x) a certificate of the Secretary or an Assistant Secretary of Borrower each of NCFC, NCMC and NCCC certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of its respective bylaws, as amended to the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated herebyEffective Date; (iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (Axi) the representations and warranties contained in Section 4.01 are correct on and as favorable written opinions of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and (iv) A favorable opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP▇▇▇▇▇▇▇, counsel for the Borrowerto NCFC, in form NCMC and substance reasonably acceptable NCCC, addressed to the Administrative AgentLenders, as to the matters and effect set forth in Exhibit I; (xii) a certificate of the Secretary or Assistant Secretary of each Borrower in the form set forth as Exhibit J; (xiii) financing statements and other instruments required by the Agent to create and perfect the security interests granted under the Pledge and Security Agreement and Servicing Security Agreement; and (xiv) an Acknowledgment of Exiting Lender, substantially in the form of Exhibit K-1 hereto, duly executed by each Exiting Lender other than Washington Mutual Bank, FA, formerly known as Bank United, and an Acknowledgment of Exiting Lender, substantially in the form of Exhibit K-2 hereto, duly executed by Washington Mutual Bank, FA, formerly known as Bank United. (b) The fees required to be paid pursuant to Section 2.01(j) shall have been paid. (c) the Administrative Agent The requirements of Section 5.02 shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Datebeen satisfied.

Conditions Precedent to Effectiveness. This The effectiveness of this Agreement (including is subject to the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all fulfillment of the following conditions precedent have been satisfiedprecedent: (a) the The Administrative Agent shall have received evidence, satisfactory to on or before the Administrative Agent, that Closing Date the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsfollowing, each dated a date reasonably satisfactory to the Administrative Agent and otherwise Closing Date, in form and substance satisfactory to the Administrative Agent:Agent and in sufficient copies for each Lender (except for the Notes): (i) Certified copies Counterparts of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated this Agreement, duly executed by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby;each Borrower. (ii) Contract Notes of each Borrower, duly made to the order of each Lender in the amount of such Lender's Commitment. (iii) Competitive Notes of each Borrower, duly made to the order of each Lender in the amount of such Borrower's Borrower Sublimit. (iv) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying certifying: (A) the names and true signatures of the officers of the such Borrower authorized to sign this Agreement and such Borrower's Notes, as the case may be, and the other documents to be delivered by such Borrower hereunder; ; (B) that attached thereto are true and correct copies of: (1) in the case of NU, its Declaration of Trust, and in the organizational documents case of the BorrowerCL&P and WMECO, in each case its Articles of Incorporation and By-laws, together with all amendments thereto, as in effect on such date; (2)in the case of NU, the resolutions of its Board of Trustees and, in the case of CL&P and WMECO, the resolutions of their respective Boards of Directors, in each case approving this Agreement and such Borrower's Notes and the other documents to be delivered by or on behalf of such Borrower hereunder; (3)all documents evidencing other necessary corporate or other similar action, if any, with respect to the execution, delivery and performance by such Borrower of this Agreement and such Borrower's Notes; and (C4) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals Governmental Approvals referred to in clause (i) of the definition of "Governmental Approval" required for to be obtained or made by such Borrower in connection with the due execution, delivery and performance by the such Borrower of this Agreement and the documents contemplated hereby;such Borrower's Notes. (iiiC) that the resolutions referred to in the foregoing clause (B)(2) have not been modified, revoked or rescinded and are in full force and effect on such date. (v) A certificate signed by either the chief financial officerTreasurer or Assistant Treasurer of each Borrower, principal accounting officer or treasurer certifying as to: (A) the SEC Borrowing Limit of such Borrower as in effect on the Closing Date; (B) in the case of NU, the Aggregate Dividend Paying Availability of the Operating Companies as of September 30, 1996; (C) the delivery to each of the Lenders, prior to the Closing Date, of true, correct and complete copies (other than exhibits thereto) of all of the Disclosure Documents; and (D) the absence of any material adverse change in the financial condition, operations, properties or prospects of such Borrower since December 31, 1995, except as disclosed in the Disclosure Documents. (vi) A certificate of a duly authorized officer of each Borrower stating that (A) the i)the representations and warranties contained in Section 4.01 6.01 of such Borrower are correct correct, in all material respects, on and as of the date of such certificate as though Closing Date before and after giving effect to the Advances to be made on and as of such date and the application of the proceeds thereof, and (B) no ii)no event has occurred and is continuing with respect to such Borrower which constitutes an Event of Default or Unmatured Event of Default has occurred and is continuing on the date in respect of such certificate; andBorrower, or would result from such initial Advances or the application of the proceeds thereof. (ivvii) A favorable opinion Such financial, business and other information regarding each Borrower and its Principal Subsidiaries, as any Agent shall have reasonably requested. (viii) Favorable opinions of: (A) Day, Berry & Howard, counsel to the Borrowers, in ▇ubs▇▇▇▇▇▇lly the form of Exhibit 5.01A hereto and as to such other matters as the Administrative Agent may reasonably request; (B) Jeffrey C. Miller, Assistant General Counsel of ▇▇▇▇▇, ▇▇ substantially the form of Exhibit 5.01B-1 hereto; Catherine E. Shively, Senior Counsel of PSNH, in substan▇▇▇▇▇▇ the form of Exhibit 5.01B-2 hereto; and Richard Early, Senior Counsel of NUSCO, i▇ ▇▇▇▇▇ LLP, counsel for ▇antially the Borrowerform of Exhibit 5.01B-3 hereto; and, in form and substance each case, as to such other matters as the Administrative Agent may reasonably acceptable request; and (C) King & Spalding, special New York counsel to the Administrative Agent; and, in substantially the form of Exhibit 5.01C hereto and as to such other matters as the Administrative Agent may reasonably request. (ix) Irrevocable notice to each of the Banks party to the Existing Credit Facilities (other than the Surviving Credit Facilities) notifying such Banks of the termination of their respective "Commitments" thereunder effective on or before the satisfaction (or waiver) of the other conditions precedent set forth in this Section 5.01. (b) The Existing Credit Facilities (other than the Surviving Credit Facilities) have been (or will have been, upon the first Advance and the application of the proceeds thereof) paid in full and the "Commitments" thereunder terminated. (c) All fees and other amounts payable pursuant to Section 2.02 hereof or pursuant to the Fee Letters shall have been paid (to the extent then due and payable). (d) The Administrative Agent shall have received evidencesuch other approvals, satisfactory to opinions and documents as the Majority Lenders, through the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers have reasonably requested as to the Effective Datelegality, validity, binding effect or enforceability of this Agreement and the Notes or the financial condition, operations, properties or prospects of each Borrower and their respective Principal Subsidiaries.

Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become not be effective if, on or before April 15, 2011, all until each of the following conditions precedent has been fulfilled to the sole satisfaction of the Lender: i) This Agreement shall have been satisfied: (a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable duly executed and delivered by the Borrower under the Existing Credit Facility respective parties hereto, and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement be in full force and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent effect and otherwise shall be in form and substance satisfactory to the Administrative Agent:Lender. (iii) Certified copies of resolutions All action on the part of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other Obligors necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby; (ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due valid execution, delivery and performance by the Borrower Obligors of this Agreement and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof satisfactory to the documents contemplated hereby;Lender shall have been provided to the Lender. (iii) A certificate signed by either The Lender shall have received payment from the chief financial officer, principal accounting officer or treasurer Obligors of the Borrower stating that Forbearance Amendment Fee. iv) The Lender shall have received an Omnibus Officer’s and Member’s Certificate of duly authorized officers and members, as applicable, of each of the Obligors certifying (A) that the representations and warranties contained in Section 4.01 are correct on and as of the date attached copies of such certificate Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as though made on and as of such date and shown; (B) no Event that an attached copy of Default resolutions authorizing execution and delivery of the Agreement and all documents referenced therein and related thereto are true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or Unmatured Event revoked, and constitute all resolutions adopted with respect to this credit facility; and (C) to the title, name and signature of Default has occurred each Person authorized to sign such documents. v) The Obligors shall have executed and is continuing delivered to the Lender such additional documents, instruments, and agreements as the Lender may reasonably request, including, but not limited to, all documents identified on the date Document Agenda attached hereto as Exhibit “A”. vi) In accordance with the terms and conditions of such certificate; and (iv) A favorable opinion Loan Agreement, the Obligors shall pay to Lender all costs and expenses of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLPthe Lender, counsel for the Borrowerincluding, without limitation, reasonable attorneys’ fees, in form and substance reasonably acceptable to the Administrative Agent; and (c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay connection with the proceeds preparation, negotiation, execution and delivery of this Agreement (to be billed as of April 30, 2020), plus prior open invoices for attorneys’ fees in the initial Credit Extensions) all fees andaggregate amount of $91,236.95 through and including February 29, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Date2020.

Conditions Precedent to Effectiveness. This Agreement (including The effectiveness of this Agreement, and the Commitments obligation of the Lenders to make any Loans to the Borrower in accordance with the terms hereof and the obligations obligation of any Letter of Credit Issuer to issue Letters of Credit in accordance with the terms hereof, are subject to the condition precedent that the Borrower deliver to the Agent each of the Borrower hereunder) following, each of which shall become effective if, on or before April 15, 2011, all of be satisfactory in form and substance to the following conditions precedent have been satisfiedLenders: (a) A Revolving Note executed and delivered by the Administrative Agent shall have received evidenceBorrower, satisfactory payable to the Administrative Agent, that the Borrower has paid (or will pay each Lender and complying with the proceeds terms of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminatedSection 2.06; (b) A Term Note executed and delivered by the Administrative Agent shall have received (i) a counterpart Borrower, payable to each Lender and complying with the requirements of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent: (i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated herebySection 2.08; (iic) A certificate The Security Documents executed and delivered by Borrower and the Subsidiaries to the Agent together with the Mortgaged Property Support Documents and the Stock Certificates required by Section 5.01(a). (d) Copies certified as of the Effective Date by the respective Secretary or an Assistant Secretary of Borrower certifying (Aeach such Person shall be the "AUTHENTICATING PERSON" with respect to Borrower) of all corporate and other necessary action taken by Borrower to authorize the names execution, delivery and true performance of the Loan Documents to which it is a party; (e) (i) Copies certified as of the Effective Date by an Authenticating Person of the articles of incorporation of Borrower and each Subsidiary and by-laws of Borrower or each Subsidiary; (ii) a certificate of existence or other good standing certificate for Borrower and each Subsidiary issued as of a recent date by the Secretary of State of the jurisdiction of its incorporation, of the State in which its principal place of business is located and of each State in which any Inventory is located; and (iii) certificates dated as of the Effective Date signed by an Authenticating Person with respect to the incumbency and specimen signatures of each of the officers or other Persons of the Borrower and each Subsidiary who are authorized to sign execute and deliver this Agreement and the other documents Loan Documents to be delivered hereunder; which Borrower or a Subsidiary is a party; (Bf) that attached thereto are true and correct copies Copies of each of the organizational documents policies of insurance (or binder or certificate of insurance with respect thereto) covering any of the tangible insurable property of the Borrower, together with loss payable clauses naming the Agent on behalf of the Lenders as loss payee, and naming the Agent on behalf of the Lenders as additional insureds which comply with the terms of the relevant Loan Documents; (g) Favorable UCC, tax, judgment and lien search reports with respect to the Borrower and any Subsidiary in each case all necessary or appropriate jurisdictions and under all legal and appropriate trade names indicating that there are no prior Liens on any of the property of Borrower or any Subsidiary other than Permitted Liens; (h) An opinion of counsel to the Borrower, dated the Effective Date and addressed to the Agent and the Lenders, in effect on such date; form and content reasonably satisfactory to the Agent and the Lenders; (Ci) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance A disbursement letter executed by the Borrower authorizing the disbursement of this Agreement the proceeds of the Term Loans and any other Loans to be made on the documents contemplated herebyEffective Date; (iiij) A Borrowing Base Certificate duly completed by the Borrower, such certificate to be prepared as of the Effective Date; (k) [Intentionally Omitted]. (l) A certificate signed by either from the chief financial officer, principal accounting officer or treasurer of the Borrower stating dated the Effective Date to the effect that (A) no material adverse change in the representations and warranties contained in Section 4.01 are correct on and as financial condition, business, operations or prospects of the date Borrower or any of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default its Subsidiaries has occurred and is continuing on the date of such certificatesince June 30, 2001; and (ivm) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Borrower, in form Such other documents and substance instruments as Agent or any Lender may reasonably acceptable to the Administrative Agent; and (c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Daterequest.

Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) Amendment shall become effective if, on or before April 15, 2011, all upon satisfaction of the following conditions precedent have been satisfied:(such date, the “Incremental Effective Date”): (a) the execution and delivery of signature pages to this Amendment from (i) the Borrower, the Holding Company and each other Obligor that is party to the Loan Documents and (ii) each Tranche B-2b Term Loan Lender; (b) no Default or Event of Default shall have occurred and be continuing or shall result from the transactions contemplated by this Amendment or the Borrowing of the Tranche B-2b Term Loans on the Incremental Effective Date; (c) receipt by the Administrative Agent of (i) such documents, certificates and other instruments as the Administrative Agent or its counsel may reasonably request relating to (x) the organization, existence and good standing of the Obligors, (y) the incumbency of the officers of each Obligor and (z) the authorization of this Amendment and the transactions contemplated hereby and any other legal matters relating to the Obligors, this Amendment, the other Loan Documents and the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent and (ii) a certificate, signed by the President, Vice President, a Financial Officer or Secretary of the Borrower and by the President, Vice President, a Financial Officer, Secretary, Managing Member or Sole Member of each other Obligor, as of the Incremental Effective Date, which shall confirm the satisfaction of the conditions in clause (b) above and Section 6 hereof; (d) receipt by the Administrative Agent (or its affiliates) (i) for the account of each Tranche B-2b Term Loan Lender, of all fees required to be paid on or before the Incremental Effective Date and (ii) of all reasonable fees and expenses, including reasonable fees and expenses of counsel to the Administrative Agent, required to be paid or reimbursed by the Borrower in connection with the preparation, execution and delivery of this Amendment (and, in the case of any such expenses, for which invoices in reasonable detail shall have been presented to the Borrower prior to the Incremental Effective Date); (i) the Administrative Agent shall have received evidenceall documentation at least three Business Days prior to the Incremental Effective Date and other information about the Borrower and the Guarantors that shall have been reasonably requested in writing at least 10 Business Days prior to the Incremental Effective Date and that the Administrative Agent has reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, satisfactory including without limitation Title III of the USA Patriot Act and (ii) if the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230, the Borrower shall have delivered to the Administrative Agent, that at least 3 Business Days prior to the Borrower has paid (or will pay with Effective Date, a certification regarding beneficial ownership as required pursuant to such regulation, to the proceeds of the initial Credit Extensions) all amounts then payable extent requested by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit Administrative Agent at least 10 Business Days prior to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminatedEffective Date; (bf) receipt by the Administrative Agent shall have received of the legal opinion of (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent: (i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby; (ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby; (iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and (iv) A favorable opinion of Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, special New York counsel for the BorrowerObligors, and (ii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, P.A., special Maryland counsel for the Obligors, in form and substance reasonably acceptable satisfactory to the Administrative Agent; and (cg) substantially simultaneously with the Administrative Agent funding of the Tranche B-2b Term Loans, the Redemption shall have received evidence, satisfactory (after giving effect to the Administrative Agent, that application of any funds deposited by or on behalf of the Borrower has paid (or will pay with the proceeds of trustee or paying agent to redeem the initial Credit Extensionsoutstanding 5.375% Senior Unsecured Notes) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Datebe consummated.

Conditions Precedent to Effectiveness. This Article II of this Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all of the following conditions precedent have been satisfied: date (athe "CLOSING DATE") when the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart counterparts of this Agreement signed on behalf of each party executed by the parties hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and when, and only when, each of the following documentsconditions precedent shall have been satisfied (such date not to be later than July 30, 2004): (a) The Administrative Agent and Lead Arranger shall have received on or before the Closing Date the following, each dated a date reasonably satisfactory to the Administrative Agent and such day (unless otherwise specified), in form and substance satisfactory to the Administrative AgentAgent and the Lead Arranger (unless otherwise specified) and (except for the Notes) in sufficient copies for each Lender Party: (i) Notes payable to the order of the Lenders to the extent requested by the Lenders pursuant to Section 2.15. (ii) the Pledge Agreement, duly executed by each Loan Party, together with: (A) certificates, if any, representing the Pledged Equity referred to therein, to the extent not previously delivered to the Administrative Agent, accompanied by undated stock powers executed in blank, and instruments evidencing the Pledged Debt, if any, indorsed in blank, (B) proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority Liens created under the Collateral Documents, covering the Collateral described in the Pledge Agreement, (C) completed requests for information, dated on or before the Closing Date and all other effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party or any of its Subsidiaries as debtor, together with copies of such other financing statements, (D) evidence of the completion of all other recordings and filings of or with respect to the Pledge Agreement that the Administrative Agent and the Lead Arranger may deem necessary or desirable in order to perfect and protect the Liens created thereby, (E) executed termination statements (Form UCC-3 or a comparable form), in proper form to be duly filed on the Closing Date under the Uniform Commercial Code of all jurisdictions that the Administrative Agent and the Lead Arranger may deem desirable in order to terminate existing Liens on the Collateral described in the Pledge Agreement, and (F) evidence that all other action that the Administrative Agent and the Lead Arranger may deem necessary or desirable in order to perfect and protect the liens and security interests created under the Pledge Agreement has been taken. (iii) Certified copies of the resolutions of the Board board of Directors directors (or equivalent managing body persons performing similar functions) of the Borrower each Loan Party approving the transactions contemplated by this Agreement Transaction and each Transaction Document to which it is or is to be a party, and of all documents evidencing other necessary organizational corporate, limited partnership or limited liability company action of the Borrower and governmental approvals, if any, with respect to this Agreement the Transaction and each Transaction Document to which it is or is to be a party and of the transactions contemplated hereby. (iv) A copy of a certificate of the Secretary of State (or equivalent governmental authority) of the jurisdiction of organization of each Loan Party, dated reasonably near the date of the Initial Extension of Credit, in each case listing the charter of each Loan Party and each amendment thereto on file in such office and certifying that (A) such charter is a true and correct copy thereof, (B) such amendments are the only amendments to such charter (or similar organizational documents) on file in his office, (C) such Person has paid all franchise taxes (or the equivalent thereof) to the date of such certificate and (D) such Person is duly organized and in good standing under the laws of the state of the jurisdiction of its organization. (v) A copy of a certificate of the Secretary of State (or the equivalent governmental authority) of the states listed on SCHEDULE 3.01(a)(v), dated reasonably near the date of the Initial Extension of Credit, with respect to each Loan Party as listed on SCHEDULE 3.01(a)(v), stating that such Person is duly qualified and in good standing as a foreign corporation, limited partnership or limited liability company in such states and has filed all annual reports required to be filed to the date of such certificate. (vi) A certificate of each Loan Party, signed on behalf of each such Person by its Vice-President/Chief Financial Officer and its Secretary, dated the date of the Initial Extension of Credit (the statements made in such certificate shall be true on and as of the date of the Initial Extension of Credit), certifying as to (A) the absence of any amendments to the charter (or similar organizational document) of such Person since the date of the Secretary of State's (or equivalent governmental authority's) certificate referred to in Section 3.01(a)(vii), (B) a true and correct copy of the bylaws (or similar organizational document) of such Person as in effect on the date on which the resolutions referred to in Section 3.01(a)(iii) were adopted and on the date of the Initial Extension of Credit, (C) the due incorporation and good standing or valid existence of such Person as a corporation, limited partnership or limited liability company organized under the laws of the jurisdiction of its organization and the documents contemplated hereby;absence of any proceeding for the dissolution or liquidation of such Person, (D) the completeness and accuracy of the representations and warranties contained in the Loan Documents as though made on and as of the date of the Initial Extension of Credit and (E) the absence of any event occurring and continuing, or resulting from the Initial Extension of Credit, that constitutes a Default. (iivii) A certificate of the Secretary or an Assistant Secretary of Borrower each Loan Party certifying (A) the names and true signatures of the officers of the Borrower such Persons authorized to sign this Agreement each Transaction Document to which it is or is to be a party and the other documents to be delivered hereunder; hereunder and thereunder. (Bviii) that attached thereto are true Such financial, business and correct copies other information regarding each Loan Party and its Subsidiaries as the Administrative Agent and the Lead Arranger shall have reasonably requested upon reasonable notice in advance of the organizational documents Initial Extension of Credit, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under Plans, Multiemployer Plans and Welfare Plans, collective bargaining agreements and other arrangements with employees, audited annual financial statements dated June 30, 2003 of the Parent Guarantor and its Subsidiaries on a Consolidated basis, interim financial statements of the Parent Guarantor and its Subsidiaries on a Consolidated basis dated the end of the most recent fiscal quarter for which financial statements are available (or, in the event the Lender Parties' due diligence review reveals material changes since such financial statements, as of a later date within 45 days prior to the Initial Extension of Credit), annual financial statements as to the Borrower and its Subsidiaries on a Consolidated basis and as to each Operating Subsidiary, in each case dated as of June 30, 2003 and interim financial statements as to the Borrower and its Subsidiaries on a Consolidated basis and as to each Operating Subsidiary, in each case dated as of March 31, 2004. (ix) Certificates in substantially the form of EXHIBITS H-1 and H-2 hereto, respectively, attesting to the Solvency of the Parent Guarantor and its Subsidiaries on a Consolidated basis, the Borrower and its Subsidiaries on a Consolidated basis and each Operating Subsidiary after giving effect to the Transaction and the other transactions contemplated hereby, from the Chief Financial Officer of the Parent and of the Borrower, as appropriate. (x) Evidence of insurance naming the Administrative Agent as additional insured and loss payee with such responsible and reputable insurance companies or associations, and in each case in effect on such date; amounts and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for covering such risks, as is satisfactory to the due execution, delivery and performance by the Borrower of this Agreement Administrative Agent and the documents contemplated hereby;Lead Arranger, including, without limitation, that required by SCHEDULE 3.01(a)(x) hereto, business interruption insurance, product liability insurance, windstorm insurance and directors and officers insurance. (iiixi) A certificate signed title search dated not less than 30 days prior to the Closing Date, prepared by either a title search or abstract company reasonably satisfactory to the chief financial officerAdministrative Agent, principal accounting officer or treasurer (A) confirming record ownership of each of the Borrower stating that (AProperties by the Loan Party identified as the owner thereof on SCHEDULE 4.01(s) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date hereto and (B) showing no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; andLiens other than Permitted Liens. (ivxii) A favorable opinion Favorable opinions of Akerman, Senterfitt & ▇▇▇▇▇▇, P.A. and Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special counsel for the BorrowerLoan Parties, in substantially the form of EXHIBITS F-1 and substance reasonably F-2. (xiii) A duly executed payoff letter from the administrative agent under the Existing Agreement. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of their Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could have a material adverse effect on the business, condition (financial or otherwise), operations, performance, properties or prospects of the Parent Guarantor and its Subsidiaries taken as a whole, (ii) could have a Material Adverse Effect or (iii) purports to affect the legality, validity or enforceability of the Transaction or any Transaction Document or the consummation of the transactions contemplated by the Transaction Documents. (c) All governmental and third party consents and approvals necessary in connection with the Transaction and the other transactions contemplated by the Transaction Documents shall have been obtained (without the imposition of any conditions that are not acceptable to the Administrative AgentAgent and the Lead Arranger) and shall remain in effect; and (c) all applicable waiting periods in connection with the Transaction and the other transactions contemplated by the Transaction Documents shall have expired without any action having been taken by any competent authority, and no law or regulation shall be applicable in the judgment of the Administrative Agent and the Lead Arranger, in each case, that restrains, prevents or imposes materially adverse conditions upon the Transaction and the other transactions contemplated by the Transaction Documents or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. (d) Before giving effect to the Transaction and the other transactions contemplated by this Agreement, there shall not have received evidenceoccurred (i) on or prior to March 31, satisfactory 2004, any change, occurrence or development that could, in the opinion of the Administrative Agent and the Lead Arranger, have a material adverse effect on the business, condition (financial or otherwise), operations, performance, properties or prospects of Parent Guarantor and its Subsidiaries taken as a whole or any of the Subsidiary Guarantors since June 30, 2003 which has occurred or become known to the Administrative AgentAgent and the Lead Arranger, that (ii) any material adverse change in or material disruption of conditions in the Borrower financial, banking or capital markets with catastrophic effect from those in effect as of March 31, 2004, and which has paid (or will pay occurred and is continuing and which the Administrative Agent and the Lead Arranger, in their respective reasonable discretion, deem material in connection with the proceeds of Facilities, and (iii) any event, circumstance or information or matter which in the initial Credit Extensions) all fees andAdministrative Agent and the Lead Arranger' judgment is inconsistent in a material and adverse manner with any event, circumstance or information or other matter disclosed to the extent billed, expenses payable Administrative Agent and the Lead Arranger by the Borrower hereunder on the Effective Date prior to March 31, 2004. (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent e) The Restructuring shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Datehave been consummated.

Conditions Precedent to Effectiveness. This The effectiveness of this Agreement (including is subject to the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all satisfaction of the following conditions precedent on and as of the first date (the “Effective Date”) on which such conditions precedent have been satisfied: (a) the The Administrative Agent and the Arranger shall have received evidence, satisfactory to on or before the Administrative Agent, that the Borrower has paid (or will pay with the proceeds day of the initial Initial Extension of Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsfollowing, each dated a date reasonably satisfactory to the Administrative Agent and such day (unless otherwise specified), in form and substance satisfactory to the Administrative AgentAgent and the Arranger (unless otherwise specified) and (except for the Notes) in sufficient copies for each Lender Party: (i) a counterpart to this agreement duly executed by a Responsible Officer of each Loan Party. (ii) The Notes payable to the order of the Lenders to the extent requested by the Lenders pursuant to the terms of Section 2.16. (iii) A pledge agreement in substantially the form of Exhibit D hereto (together with each other Pledge Agreement and pledge agreement supplement delivered pursuant to Section 5.01(j) or otherwise, in each case as amended, the “Pledge Agreement”), duly executed by each Loan Party, together with: (A) certificates representing the Pledged Shares referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, (B) proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions (other than the State of Tennessee) that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority Liens created under the Pledge Agreement, covering the Collateral described in the Pledge Agreement, (C) completed requests for information, dated on or before the date of the Initial Extension of Credit, listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any of the Loan Parties as debtor, together with copies of such other financing statements, all as satisfactory to the Administrative Agent, (D) evidence of the completion of all other recordings and filings of or with respect to the Pledge Agreement (or, as the Administrative Agent may determine, delivery to the Administrative Agent of satisfactory documentation with respect thereto) that the Administrative Agent may deem necessary or desirable in order to perfect and protect the Liens created thereunder, (E) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority Liens created under the Pledge Agreement has been taken, and (F) receipt of duly executed payoff letters in respect of the Borrower’s revolving credit facility existing immediately prior to the Initial Extension of Credit. (iv) Certified copies of (A) the resolutions of the Board of Directors (or equivalent managing body other governing body) of the Borrower each Loan Party approving the transactions contemplated by this Agreement Transaction and each Transaction Document to which it is or is to be a party as in full force and effect on, and without amendment or modification as of, the Effective Date, and of all documents evidencing other necessary organizational corporate action of the Borrower and governmental approvals and (B) other third party approvals and consents, if any, with respect to this Agreement the Transaction and each Transaction Document to which it is or is to be a party. (v) A copy of a certificate of the Secretary of State (or other appropriate officer) of the jurisdiction of incorporation or formation of each Loan Party, dated reasonably near the Effective Date, certifying (A) as to a true and correct copy of the charter or certificate of formation, and each amendment thereto, of such Loan Party and each amendment thereto on file in such Secretary’s office and (B) that (1) such Loan Party has paid all franchise taxes to the date of such certificate and (2) such Loan Party is duly incorporated or formed and in good standing or presently subsisting under the laws of the State of the jurisdiction of its incorporation or formation. (vi) A certificate of each Loan Party, signed on behalf of such Loan Party by a Responsible Officer and its Secretary or any Assistant Secretary, dated the Effective Date (the statements made in which certificate shall be true on and as of the date of the Effective Date), certifying as to (A) the absence of any amendments to the charter or other organizational documents of such Loan Party since the date of the certificate referred to in Section 3.01(a)(v), (B) a true and correct copy of the bylaws, limited partnership agreement or limited liability operating agreement, as applicable, of such Loan Party as in effect on the date on which the resolutions referred to in Section 3.01(a)(iv) were adopted and on the date of the Initial Extension of Credit, (C) the due incorporation or formation and good standing or valid existence of such Loan Party as a corporation, limited partnership or limited liability company, as the case may be, organized under the laws of the jurisdiction of its incorporation or formation, and the documents contemplated hereby;absence of any proceeding for the dissolution or liquidation of such Loan Party, (D) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the Effective Date and (E) the absence of any event occurring and continuing, or resulting from the Initial Extension of Credit, that constitutes a Default. (iivii) A certificate of the Secretary or an Assistant Secretary of Borrower each Loan Party certifying (A) the names and true signatures of the officers of the Borrower such Loan Party authorized to sign this Agreement each Loan Document to which it is or is to be a party and the other documents to be delivered hereunder; hereunder and thereunder. (Bviii) that attached thereto are true and correct Certified copies of the organizational documents each of the BorrowerTender Offer Documents (including all schedules and exhibits thereto), in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance duly executed by the Borrower of this Agreement parties thereto and the documents contemplated hereby; (iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and (iv) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Borrower, in form and substance satisfactory to the Lender Parties, together with all agreements, instruments and other documents delivered in connection therewith as the Arranger shall request. (ix) A certificate in substantially the form of Exhibit F hereto from Borrower’s chief financial officer attesting to the Solvency of the Loan Parties, before and after giving effect to the Transaction. (x) Evidence of the Loan Parties’ insurance coverage reasonably satisfactory to the Administrative Agent, demonstrating that the Loan Parties’ existing insurance coverage remains in effect, and a broker’s letter reasonably satisfactory to the Administrative Agent, dated on the Effective Date, to the effect that such coverage is customary and reasonable when compared to the insurance coverage purchased by similarly situated companies. (xi) Copies of satisfactory audited and pro forma consolidated financial statements and forecasts for the Borrower and its Subsidiaries reasonably acceptable to the Administrative Agent; and. (cxii) A certificate from the Chief Financial Officer of the Borrower certifying and setting forth the following calculations in reasonable detail: after giving pro forma effect to the Initial Extension of Credit and the consummation of the other elements of the Transaction, (A) the Administrative Agent shall have received evidence, satisfactory to ratio of aggregate total funded Debt (including the Administrative Agent, that Initial Extension of Credit ) of the Borrower has paid (or will pay with the proceeds and its Subsidiaries as of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable “Total Funded Debt”) to Consolidated EBITDA of the Borrower and its Subsidiaries for the four-quarter period ended as of January 27, 2006 (calculated with adjustments reasonably acceptable to the Joint Active Lead Arrangers Arranger) shall not exceed 3.8:1.0 and the Agents). Promptly upon the occurrence thereof, the Administrative Agent (B) Total Funded Debt (excluding Debt in respect of letters of credit) shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Datenot exceed $1 billion.