Common use of Conditions to Effectiveness of this Amendment Clause in Contracts

Conditions to Effectiveness of this Amendment. This Amendment shall become effective on the day (the “Effective Date”) when Seller shall have paid or delivered, as applicable, to Purchaser all of the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaser: (a) all accrued and unpaid fees and expenses owed to Purchaser in accordance with the Facility Documents, in each case, in immediately available funds, and without deduction, set-off or counterclaim; (b) a copy of this Amendment duly executed by each of the parties hereto; (c) a (i) copy of the Amendment Number Two to the Second Amended and Restated Pricing Side Letter to the Master Repurchase Agreement, dated as of the date hereof (the “Amendment No. 2”), (ii) the Amendment Number Three to the Second Amended and Restated Master Repurchase Agreement, dated as of the date hereof, (iii) the Amendment Number Eight to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties thereto; (d) the first installment of the Renewal Fee (as defined in the Amendment No. 2); and (e) any other documents reasonably requested by Purchaser on or prior to the date hereof.

Conditions to Effectiveness of this Amendment. This Notwithstanding any other provision of this Amendment and without affecting in any manner the rights of the Lenders hereunder, it is understood and agreed that this Amendment shall not become effective on effective, and the day (the “Effective Date”) when Seller Borrower shall have paid or deliveredno rights under this Amendment, as applicable, to Purchaser all of until the following fees, expenses, documents and instruments, each of which Administrative Agent shall be in form and substance acceptable to Purchaserhave received: (a) all accrued and unpaid fees and expenses owed a counterpart of this Amendment signed by or on behalf of each party hereto or written evidence satisfactory to Purchaser in accordance with the Facility Documents, in each case, in immediately available funds, and without deduction, set-off Administrative Agent (which may include telecopy or counterclaimother electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) a copy of this that certain Second Amendment duly executed by each of the parties hereto; (c) a (i) copy of the Amendment Number Two to the Second Amended and Restated Pricing Side Letter to the Master Repurchase Agreement, dated as of the date hereof (the “Amendment No. 2”), (ii) the Amendment Number Three to the Second Amended and Restated Master Repurchase Term Loan Agreement, dated as of the date hereof, (iii) the Amendment Number Eight to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed and delivered by each of the parties thereto; (c) a certificate of the Secretary or Assistant Secretary of the General Partner in the form of Exhibit 3.1(b)(iv) to the Credit Agreement, attaching and certifying copies of (i) the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of the Borrower and the General Partner, (ii) the bylaws, the partnership agreement, or comparable organizational documents and authorizations of the Borrower and the General Partner and (iii) resolutions of the board of directors or comparable governing body of the General Partner and the General Partner on behalf of the Borrower, authorizing the execution, delivery and performance of the Loan Documents by the Borrower; (d) certificates of good standing or existence, as may be available from the first installment Secretary of State of the Renewal Fee jurisdiction of organization of the Borrower and the General Partner, and copies of online verification statements of good standing or existence for each other jurisdiction where the Borrower is required to be qualified to do business as a foreign corporation; (as defined in e) a certificate signed by a Responsible Officer, certifying the Amendment No. 2)name, title and true signature of each officer of the General Partner executing the Loan Documents on behalf of the Borrower to which the Borrower is a party; and (ef) any other documents reasonably requested by Purchaser on reimbursement or prior payment of the Administrative Agent’s costs and expenses incurred in connection with this Amendment or the Credit Agreement (including reasonable fees, charges and disbursements of King & Spalding LLP, counsel to the date hereofAdministrative Agent).

Conditions to Effectiveness of this Amendment. This Amendment shall become effective on the day date on which the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Fourth Amendment Effective Date”) when Seller shall have paid or delivered, as applicable, to Purchaser all of the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaser:): (a) all accrued The Administrative Agent shall have received a counterpart of this Amendment, executed and unpaid fees delivered by a duly authorized officer of the Parent Borrower and expenses owed to Purchaser in accordance with each Lender party hereto (who, for the Facility Documentsavoidance of doubt, in each case, in immediately available funds, and without deduction, set-off or counterclaim;constitute Supermajority Lenders). (b) The Administrative Agent shall have received (i) a copy of this Amendment duly executed by each certificate of the parties hereto;Parent Borrower, dated the date hereof, substantially in the form of Exhibit C to the Credit Agreement, with appropriate insertions and attachments, including the certificate of incorporation of the Parent Borrower certified by the relevant authority of the jurisdiction of organization of the Parent Borrower or a certification that such documents have not been amended since such documents were previously delivered to the Administrative Agent and (ii) a long-form good standing certificate for the Parent Borrower from the applicable jurisdiction of organization. (c) a The Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (i) copy including the reasonable and documented out-of-pocket fees and expenses of the Amendment Number Two to the Second Amended and Restated Pricing Side Letter to the Master Repurchase Agreement, dated as of the date hereof (the “Amendment No. 2”legal counsel), (ii) on or before the Fourth Amendment Number Three to the Second Amended and Restated Master Repurchase Agreement, dated as of the date hereof, (iii) the Amendment Number Eight to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties thereto;Effective Date. (d) the first installment After giving effect to this Amendment (i) no Default or Event of Default shall have occurred and be continuing and (ii) each of the Renewal Fee representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects (or, if such representations and warranties are qualified by materiality, in all respects) on and as defined of such date as if made on and as of such date (except that any representations and warranties which expressly relate to an earlier date shall be true and correct in the Amendment No. 2all material respects (or, if such representations and warranties are qualified by materiality, in all respects) as of such earlier date); and. (e) The Administrative Agent shall have received a certificate signed by a duly authorized officer of the Parent Borrower certifying that the conditions specified in clause (d) of this Section 3 have been satisfied as of the Fourth Amendment Effective Date. (f) The Borrowers shall make any other documents reasonably requested by Purchaser on or prior prepayment of Loans required pursuant to Section 2.6(a) of the date hereofCredit Agreement as a result of this Amendment.

Conditions to Effectiveness of this Amendment. This Amendment and the amendments contained herein shall become effective on the day date (the “Second Amendment Effective Date”) when Seller each of the conditions set forth below shall have paid or delivered, as applicable, been fulfilled to Purchaser all the satisfaction of the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to PurchaserAdministrative Agent: (a) all accrued The Administrative Agent shall have received counterparts of this Amendment, duly executed and unpaid fees delivered on behalf of the Borrower, the other Loan Parties, the Administrative Agent and expenses owed the Lenders party hereto, the Supplement and Joinder, duly executed and delivered on behalf of the Borrower, the other Loan Parties, the Administrative Agent and the Lenders, as well as allonges to Purchaser in accordance with the Facility DocumentsRevolving Credit Notes or amended and restated Revolving Credit Notes and/or new Revolving Credit Note and/or new Term Note, in each case, in immediately available fundsas required by the Supplement and Joinder, and without deductionan amended and restated Swingline Note, set-off or counterclaim;duly executed and delivered on behalf of the Borrower, and in the face amount of the Swingline Commitment, as increased hereby (all of the foregoing, collectively, the “Modification Documents”). (b) No event shall have occurred and be continuing that constitutes an Event of Default, or that would constitute an Event of Default but for the requirement that notice be given or that a copy period of this Amendment duly executed by each of the parties hereto;time elapse, or both. (c) a (i) copy All representations and warranties of the Borrower contained in the Credit Agreement, and all representations and warranties of each other Loan Party in each Loan Document to which it is a party, shall be true and correct in all material respects (or, if qualified by materiality, in all respects) at the Second Amendment Number Two Effective Date as if made on and as of such Second Amendment Effective Date, except that (a) any representation or warranty relating to any financial statements shall be deemed to be applicable to the Second Amended and Restated Pricing Side Letter financial statements most recently delivered to the Master Repurchase Agreement, dated Administrative Agent in accordance with the provisions of the Loan Documents and (b) each other representation or warranty expressly stated to be made as of the date hereof (the “Amendment No. 2”), (ii) the Amendment Number Three Closing Date shall not be deemed to the Second Amended and Restated Master Repurchase Agreement, dated have been repeated as of any date other than the date hereof, (iii) the Amendment Number Eight to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties thereto;Closing Date. (d) The Borrower shall have delivered to the first installment Administrative Agent (1) certified copies of evidence of all corporate and company actions taken by the Borrower and the other Loan Parties to authorize the execution and delivery of this Amendment and the other Modification Documents, (2) certified copies of any amendments to the articles or certificate of incorporation, formation or organization, bylaws, partnership certificate or operating agreement of the Renewal Fee Borrower and each other Loan Party since the date of the Credit Agreement or, as applicable, the joinder of a Loan Party to the Loan Documents, (3) a certificate of incumbency for the officers or other authorized agents, members or partners of the Borrower and each other Loan Party executing this Amendment, the other Modification Documents and the other Loan Documents related hereto and (4) such additional supporting documents as defined in the Amendment No. 2); andAdministrative Agent or counsel for the Administrative Agent reasonably may request. (e) any The Administrative Agent (or its counsel) shall have received a favorable written opinion of counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, this Amendment, the other Modification Documents and the other documents required hereby and the transactions contemplated herein and therein as the Administrative Agent shall reasonably requested by Purchaser on request. (f) The Administrative Agent (or prior its counsel) shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the date hereofLoan Parties in the states (or other jurisdictions) of formation of such Persons, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Administrative Agent that the Liens indicated in any such financing statement (or similar document) would be permitted by Section 7.2 of the Credit Agreement or have been or will be contemporaneously released or terminated. (g) All documents delivered pursuant to this Amendment and the other Modification Documents must be of form and substance satisfactory to the Administrative Agent and its counsel, and all legal matters incident to this Amendment and the other Modification Documents must be satisfactory to the Administrative Agent’s counsel. (h) Payment by the Borrower in immediately available funds of the fees agreed to in the fee letter entered into in connection with the Additional Commitment Amount and the fees and expenses required to be paid by Section 11 of this Amendment. (i) Satisfaction of the conditions precedent to effectiveness of the Supplement and Joinder, in accordance with the terms and conditions set forth therein.

Conditions to Effectiveness of this Amendment. This Amendment shall become effective on as of the day date (the “Effective Date”) when Seller shall have paid or delivered, as applicable, to Purchaser all of on which the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaserconditions precedent have been satisfied: (a) all accrued the Administrative Agent shall have received counterparts of this Amendment duly executed and unpaid fees and expenses owed to Purchaser in accordance with delivered by each of the Facility DocumentsBorrowers, in each casethe Guarantor, in immediately available fundsthe Administrative Agent, and without deduction, set-off or counterclaimthe Lenders; (b) the Administrative Agent shall have received a copy certificate of a Responsible Officer or the Secretary or Assistant Secretary of (i) each Loan Party (or the general partner thereof) dated the Effective Date certifying that (A) attached thereto are the resolutions and consent of such Loan Party’s (or general partner thereof’s) Board of Directors (or similar governing body) approving and authorizing the execution, delivery and performance of this Amendment duly and the extension of the Scheduled Maturity Date of each Extending Lender effected pursuant to Section 2, (B) there have been no amendments or other modifications to the Constituent Documents of such Loan Party since the Amendment No. 3 Effective Date or attaching thereto true, correct, and complete copies of any such amendments or modifications or the amended or otherwise modified Constituent Documents of such Loan Party, and (C) attached thereto are the names and true signatures of each officer of such Loan Party (or general partner thereof) that has been authorized to execute and deliver any Loan Document or other document required under the Credit Agreement to be executed and delivered by or on behalf of such Loan Party and (ii) each of BGL and the parties heretoGeneral Partner dated the Effective Date certifying that there have been no amendments or other modifications to the Constituent Documents of such Person since the Amendment No. 3 Effective Date or attaching thereto true, correct, and complete copies of any such amendments or modifications or the amended or otherwise modified Constituent Documents of such Person; (c) a (i) copy of all governmental and third party approvals necessary in connection with this Amendment and the Amendment Number Two to the Second Amended and Restated Pricing Side Letter to the Master Repurchase Agreement, dated as of the date hereof (the “Amendment No. 2”), (ii) the Amendment Number Three to the Second Amended and Restated Master Repurchase Agreement, dated as of the date hereof, (iii) the Amendment Number Eight to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to transactions contemplated by the Loan Documents shall have been obtained and Security Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan be in full force and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties theretoeffect; (d) the first installment Borrowers shall have paid all other fees and expenses (including reasonable fees of counsel) which are then due and payable to the Administrative Agent or the Lenders, including all fees due and payable under that certain Fee Letter dated as of June 13, 2022, among the Borrowers, ▇▇▇▇▇ Fargo Securities, LLC, and ▇▇▇▇▇ Fargo Bank, N.A.; (e) no Eurodollar Rate Loans or LMIR Loans shall be outstanding; (f) the Administrative Agent shall have received a certificate of good standing, dated as of a recent date, from the Secretary of State of the Renewal Fee (as defined in State of Delaware with respect to each Loan Party, BGL, and the Amendment No. 2)General Partner; and (eg) any other documents reasonably requested the representations and warranties made by Purchaser each Loan Party in Section 5 shall be true and correct on or prior to the date hereof.

Conditions to Effectiveness of this Amendment. This Notwithstanding any other provision of this Amendment and without affecting in any manner the rights of the Lenders hereunder, it is understood and agreed that this Amendment shall not become effective on effective, and the day (the “Effective Date”) when Seller Borrowers shall have paid no rights under this Amendment, until the Administrative Agent shall have received (i) such fees as the Borrowers have previously agreed to pay the Administrative Agent or deliveredany of its affiliates or the Lenders in connection with this Amendment, as applicable(ii) reimbursement or payment of its costs and expenses incurred in connection with this Amendment or the Credit Agreement (including reasonable fees, charges and disbursements of King & Spalding LLP, counsel to Purchaser all the Administrative Agent), and (iii) each of the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaserdocuments: (a) all accrued executed counterparts to this Amendment from the Borrowers, each of the Guarantors and unpaid fees and expenses owed to Purchaser in accordance with the Facility Documents, in each case, in immediately available funds, and without deduction, set-off or counterclaimLenders; (b) a copy certificate of the Secretary or Assistant Secretary of each Loan Party, attaching and certifying copies of its bylaws and of the resolutions of its board of directors or other equivalent governing body, authorizing the execution, delivery and performance of this Amendment duly executed by 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 the parties heretoLoan Documents to which it is a party; (c) a (i) copy certified copies of the Amendment Number Two articles or certificate of incorporation, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is qualified to do business as a foreign corporation; (d) a favorable written opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, counsel to the Second Amended and Restated Pricing Side Letter Loan Parties, addressed to the Master Repurchase AgreementAdministrative Agent, the Issuing Banks and each of the Lenders, and covering such matters relating to the Loan Parties, this Amendment and the other Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (e) a certificate dated the First Amendment Effective Date and signed by a Responsible Officer, certifying that after giving effect to the funding of the First Amendment Incremental Term Loan, (x) no Default or Event of Default exists, (y) 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 a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) unless such representations or warranties were made as of the date hereof an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date) and (the z) no Material Adverse Effect has occurred or is continuing since December 31, 2013; (f) duly executed joinder documents and pledge supplements (“Amendment No. 2Joinder Documents”), together with (iiA) UCC financing statements and other applicable documents under the Amendment Number Three laws of all necessary or appropriate jurisdictions with respect to the Second Amended perfection of the Liens granted under the Joinder Documents, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of UCC, tax, judgment and Restated Master Repurchase Agreementfixture lien search reports in all necessary jurisdictions and under all legal and trade names of each of RFE Holding (US) Corp., dated RFE Holding (Canada) Corp. and Fox Factory IP Holding Corp. as requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral other than Permitted Liens and Liens to be released on the date hereof, (iiiC) the First Amendment Number Eight to the Pricing Side Letter to the Mortgage Loan Participation Purchase Perfection Certificate, (D) original certificates evidencing (i) all issued and Sale Agreement, dated as outstanding shares of Capital Stock of RFE Holding (US) Corp. and (ii) 65% of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan issued and Security Agreement, dated as outstanding voting Capital Stock and 100% of the date hereofissued and outstanding non-voting Capital Stock of each of RFE Holding (Canada) Corp. and Fox Factory IP Holding Corp., (v) the Amendment Number Six to the in each cased owned directly by any Loan and Security Agreement, dated as of the date hereofParty, and (viE) the Second Amended and Restated Acknowledgment Agreement, dated as stock or membership interest powers or other appropriate instruments of the date hereof, transfer executed in each case duly executed by each of the parties theretoblank; (dg) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any Loan Party, in connection with the first installment execution, delivery, performance, validity and enforceability of this Amendment or any other Loan Document or any of the Renewal Fee transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the First Amendment Incremental Term Loan or any transaction being financed with the proceeds thereof shall be ongoing; (h) a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds of the First Amendment Incremental Term Loan; (i) all conditions precedent the First Amendment Acquisition other than the funding of the First Amendment Incremental Term Loan, shall have been satisfied, and the First Amendment Acquisition shall be consummated simultaneously with the closing and funding of the First Amendment Incremental Term Loan in accordance with the First Amendment Acquisition Agreement, without alteration, amendment or other change, supplement or modification of the First Amendment Acquisition Agreement except for waivers of conditions that are not material or adverse to the Lenders or as defined otherwise approved in writing by the Required Lenders. The Administrative Agent (or its counsel) shall have received (a) certified copies of the First Amendment Acquisition Agreement and all other material First Amendment Acquisition Documents, each in form and substance satisfactory to the Administrative Agent and (b) a certificate from the Borrowers that the First Amendment Acquisition satisfies the conditions in the Credit Agreement to qualify as a Permitted Acquisition; (j) a quality of earnings report with respect to Raceface Performance Products Inc. to the extent the Borrowers have a quality of earnings review conducted on the Target; (k) (a) pro forma financial statements of the Borrowers and their Subsidiaries after giving pro forma effect to the First Amendment No. 2)Acquisition and the First Amendment Incremental Term Loan and (b) financial projections, each in form and substance satisfactory to the Administrative Agent; (l) all documentation and other deliverables required pursuant to the definition of “Permitted Acquisition” with respect to the First Amendment Acquisition; (m) all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering laws with respect to each of RFE Holding (US) Corp., RFE Holding (Canada) Corp. and Fox Factory IP Holding Corp.; and (en) any such other documents reasonably documents, certificates, information or legal opinions as are reasonable and customary for transactions of this type to the extent requested by Purchaser on or prior to the date hereofAdministrative Agent.

Conditions to Effectiveness of this Amendment. This The effectiveness of this Amendment shall become effective on the day (the “Effective Date”) when Seller shall have paid or delivered, as applicable, is conditioned upon receipt by Agent from each party to Purchaser all of the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaserthis Amendment of: (a) all accrued and unpaid fees and expenses owed Either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to Purchaser in accordance with the Facility Documents, in each case, in immediately available funds, and without deduction, set-off Bank (which may include scanned or counterclaim;facsimile copies of a signature page of this Amendment) that such party has signed a counterpart of this Amendment; and (b) a copy A certificate, dated the date hereof and signed by an Authorized Signatory of this Amendment duly executed by each of the parties hereto; (c) a Loan Party, (i) copy confirming that the documents attached to the Omnibus Closing Certificate dated December 17, 2024 (the “Original Closing Certificate”) as Annexes A, D and F remain in full force and effect and have not been amended, restated, supplemented or otherwise modified (or attaching copies of such documents as so amended, restated, supplemented or otherwise modified); (ii) attaching resolutions of the Amendment Number Two Borrower or the Fund approving or consenting to the Second Amended Borrower’s execution, delivery and Restated Pricing Side Letter performance of this Amendment; (iii) attaching a certificate of good standing of the Borrower issued by the Secretary of State of the State of Delaware and dated as of a recent date; (iv) confirming that each authorized signatory identified in the Original Closing Certificate remains a duly elected or appointed, as the case may be, and qualified authorized officer of the sole member of the Borrower and the Fund, in each case having the title and signature set forth opposite such person’s name in the Original Closing Certificate; (v) confirming that the representations and warranties of the Borrower and the Fund set forth in each Loan Document to the Master Repurchase Agreement, dated which it is a party are true and correct in all material respects on and as of the date hereof (the “Amendment No. 2”other than as to any such representation or warranty that by its terms refers to a specific date, in which case such representation and warranty is true and correct in all material respects as of such specified date), ; (iivi) the Amendment Number Three to the Second Amended confirming that no Default or Event of Default has occurred and Restated Master Repurchase Agreement, dated is continuing on and as of the date hereof, ; and (iiivii) the Amendment Number Eight in all other respects reasonably satisfactory to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties thereto; (d) the first installment of the Renewal Fee (as defined in the Amendment No. 2); and (e) any other documents reasonably requested by Purchaser on or prior to the date hereofBank.

Conditions to Effectiveness of this Amendment. This The effectiveness of this Amendment shall become effective on is subject to satisfaction (or waiver by the day (Required Lenders and the “Effective Date”Administrative Agent) when Seller shall have paid or delivered, as applicable, to Purchaser all of the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaserconditions precedent: (a) all accrued receipt of duly executed counterparts of this Amendment from (i) the Borrower and unpaid fees each Guarantor, (ii) Lenders constituting the Required Lenders and expenses owed to Purchaser in accordance with (iii) the Facility Documents, in each case, in immediately available funds, and without deduction, set-off or counterclaimAdministrative Agent; (b) receipt of an Officer’s Certificate, signed by a copy of this Amendment duly executed by each Financial Officer of the parties hereto;Lead Borrower, certifying that at the time of and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred or be continuing; and (c) receipt of a (i) copy of the Amendment Number Two certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the Second Amended and Restated Pricing Side Letter to good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority (d) an Officer’s Certificate of the Master Repurchase Agreement, Secretary or Assistant Secretary of each Loan Party dated as of the date hereof and certifying (A) that attached thereto is a true and complete copy of the “Amendment No. 2”)by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the date hereof, (iiB) that attached thereto is a true and complete copy of resolutions duly adopted by the Amendment Number Three Governing Board of such Loan Party authorizing the execution, delivery and performance of this Amendment, 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 organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certified copy furnished pursuant to clause (c) above, and (D) as to the Second Amended incumbency and Restated Master Repurchase Agreement, specimen signature of each officer executing this Amendment on behalf of such Loan Party. (e) The Borrower shall have paid to the Administrative Agent the fees set forth on the Fee Letter dated as of the date hereof, . (iiif) the Amendment Number Eight Borrower shall have paid to the Pricing Side Letter Administrative Agent, to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of extent invoiced no later than the date hereof, (iv) Business Day immediately preceding the Amendment Number Three to the Pricing Side Letter Effective Date, all costs and expenses due and payable (whether pursuant to the Loan and Security Agreement, dated as of the date hereof, (vDocuments or any agreement relating to this Amendment) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties thereto; (d) the first installment of the Renewal Fee (as defined in the Amendment No. 2); and (e) any other documents reasonably requested by Purchaser on or prior to the date hereofAmendment Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out of pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document.

Conditions to Effectiveness of this Amendment. This Amendment shall become effective on as of the day (date first written above upon the “Effective Date”) when Seller shall have paid or delivered, as applicable, to Purchaser all satisfaction of the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaserconditions precedent: (a) all accrued The Agent shall have received a duly executed counterpart of this Amendment, executed by each of the Borrowers and unpaid fees and expenses owed to Purchaser in accordance with the Facility Documents, in each case, in immediately available funds, and without deduction, set-off or counterclaimLenders; (b) The Agent shall have received a copy duly executed counterpart of this Amendment duly each of the Security Agreements, executed by each Borrower and Guarantor party thereto, together with copies of amendments to UCC and PPSA filings, executed by each of the parties heretoBorrowers and the Lenders if necessary; (c) The Agent shall have received a (i) copy duly executed counterpart of the Amendment Number Two to the Second Amended and Restated Pricing Side Letter to the Master Repurchase Intercreditor Agreement, dated as of the date hereof (the “Amendment No. 2”), (ii) the Amendment Number Three to the Second Amended and Restated Master Repurchase Agreement, dated as of the date hereof, (iii) the Amendment Number Eight to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties party thereto; (d) the first installment The Agent shall have received a duly executed counterpart of each Term Loan Document, executed by each of the Renewal Fee Borrowers, Term Agent and the Term Loan Lenders. (e) The Agent shall have received favorable opinions of counsel to the Borrowers from (a) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special U.S. counsel to the Borrowers and (b) Fraser ▇▇▇▇▇▇ Casgrain LLP, special Canadian counsel to the Borrowers, each addressed to the Agent and the Canadian Agent, the L/C Issuers and the Lenders and addressing such matters as defined the Agent may reasonably request; (f) The Agent shall have received a certificate of the secretary or other Responsible Officer of each Borrower in charge of maintaining Books and records of such Borrower certifying as to (A) the names and signatures of each officer of such Borrower authorized to execute and deliver any of this Agreement, the Security Agreements, the Intercreditor Agreement and the Term Loan Documents, to which such Borrower is a party, (B) the Governing Documents of such Borrower attached to such certificate are complete and correct copies of such Governing Documents as in effect on the date of such certification (or, for any such Governing Document delivered to the Agent on the Closing Date, that there have been no changes from such Governing Document so delivered) and (C) the resolutions of such Borrower’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each of this Agreement, the Security Agreements, the Intercreditor Agreement and the Term Loan Documents or any other agreement, to which such Borrower is a party; (g) The Agent and the Lenders shall have received (i) payment of the arrangement fee set forth in the Amendment No. 2)Fee Letter and (ii) all other fees and costs (including reasonable attorneys fees) incurred in connection with the negotiation, preparation and execution of this Amendment; and (eh) any The Agent shall have received from the Borrowers such other documents and information as it may reasonably requested by Purchaser on or prior to the date hereofrequest.

Conditions to Effectiveness of this Amendment. This Amendment shall become be effective on as of the day date hereof when and if (such date being the “Effective Amendment Date”) when Seller shall have paid or delivered, as applicable, to Purchaser all of the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaserconditions are satisfied: (a) The Administrative Agent shall have received the following, each dated as of the Amendment Date, in form and substance satisfactory to the Administrative Agent and with one copy for each Lender: (i) Counterparts of this Amendment, duly executed by the Borrower and Bank of America, N.A., in its capacity as the Administrative Agent, Lender and LC Issuing Bank; (ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Amendment and the Amended Credit Agreement, and of all accrued documents evidencing other necessary corporate action with respect to this Amendment and unpaid fees the Amended Credit Agreement; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and expenses owed true signatures of the officers of the Borrower authorized to Purchaser in accordance with sign this Amendment and the Facility Documentsother documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the charter and the bylaws of the Borrower, in each casecase in effect on such 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 of this Amendment and the Amended Credit Agreement; (iv) A favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request; (v) A favorable opinion of special New York counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request; and (vi) Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent or any Lender may reasonably request, all in immediately available funds, form and without deduction, set-off substance satisfactory to the Administrative Agent or counterclaim;such other Lender (as the case may be). (b) a copy Each of the representations and warranties in Section 3 of this Amendment duly executed by each of the parties hereto; (c) a (i) copy of the Amendment Number Two to the Second Amended shall be true and Restated Pricing Side Letter to the Master Repurchase Agreement, dated as of the date hereof (the “Amendment No. 2”), (ii) the Amendment Number Three to the Second Amended and Restated Master Repurchase Agreement, dated as of the date hereof, (iii) the Amendment Number Eight to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties thereto; (d) the first installment of the Renewal Fee (as defined in the Amendment No. 2); and (e) any other documents reasonably requested by Purchaser on or prior to the date hereofcorrect.

Conditions to Effectiveness of this Amendment. This Amendment shall become be effective only if and when: (i) executed by the Parent, the Borrowers and all Lenders, and counterparts hereof shall have been delivered to Agents or their counsel (by hand delivery, mail or telecopy); (ii) each Guarantor shall have delivered to Agents or their counsel executed counterparts of the Consent; (iii) the US Borrower on behalf of itself and the other Credit Parties and the UK Borrower on behalf of itself shall have delivered to Agents or their counsel a certificate certifying (x) that the representations and warranties contained herein and in the Loan Documents are true and correct in all material respects as of such date (except to the extent that such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects as of such earlier date), and (y) no Default or Event of Default has occurred and will be continuing (after giving effect to this Amendment); (iv) the US Borrower shall have delivered to the US Agent or its counsel (x) an executed Amended and Restated US Revolving Note in favor of GE Capital substantially in the form of Exhibit B hereto and (y) an executed Amended and Restated US Revolving Note in favor of Bank of America substantially in the form of Exhibit C hereto; (v) the Credit Parties shall have delivered to Agents or their counsel a certificate certifying (a) that the charters, bylaws (or other similar organizational documents) and resolutions authorizing the execution, delivery and performance by the Credit Parties of their obligations under the Credit Agreement and the other Loan Documents, each in the form delivered to Agents on the day Closing Date, are in full force and effect and have not been amended, rescinded or otherwise modified as of the date of this Amendment (other than an amendment to Parent’s bylaws to reduce the “Effective Date”number of members of the board of directors from six to five); (b) when Seller duly adopted resolutions authorizing the execution, delivery and performance of this Amendment, the Amended and Restated US Revolving Notes, and the Consent; and (c) the incumbency of the applicable Credit Party’s officers executing the Amendment, the Amended and Restated US Revolving Notes or Consent; and (vi) the Credit Parties shall have paid delivered to Agents or delivered, as applicable, to Purchaser all their counsel opinions of the following fees, expenses, documents inside and instruments, each of which shall be outside U.S. counsel in form and substance acceptable reasonably satisfactory to Purchaser: (a) all accrued and unpaid fees and expenses owed to Purchaser in accordance with the Facility Documents, in each case, in immediately available funds, and without deduction, set-off or counterclaim; (b) a copy of this Amendment duly executed by each of the parties hereto; (c) a (i) copy of the Amendment Number Two to the Second Amended and Restated Pricing Side Letter to the Master Repurchase Agreement, dated as of the date hereof (the “Amendment No. 2”), (ii) the Amendment Number Three to the Second Amended and Restated Master Repurchase Agreement, dated as of the date hereof, (iii) the Amendment Number Eight to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties thereto; (d) the first installment of the Renewal Fee (as defined in the Amendment No. 2); and (e) any other documents reasonably requested by Purchaser on or prior to the date hereofAgents.

Conditions to Effectiveness of this Amendment. This Notwithstanding any other provision of this Amendment and without affecting in any manner the rights of the Noteholders hereunder, it is understood and agreed that this Amendment shall not become effective effective, and the Company shall have no rights under this Amendment, until (i) the Company has prepaid the principal amount of the Series B Notes by an amount equal to $3,000,000, together with accrued and unpaid interest on such principal prepayment, such principal and interest to be allocated to the day Series B Notes in proportion to the respective unpaid principal amounts thereof and such principal amount to be applied to the scheduled principal installments of the Series B Notes due on March 15, 2007, (ii) the “Effective Date”) when Seller Company shall have paid or deliveredthe fees, as applicablecharges and disbursements of counsel to the Noteholders, to Purchaser all incurred in connection with this Amendment and (iii) the Noteholders shall have received each of the following fees, expenses, documents documents: (a) executed counterparts to this Amendment from the Company and instruments, each of the Noteholders; (b) an amended and restated Note for each Noteholder, which shall amended and restated Note will provide for such increased interest rate and otherwise be in form and substance acceptable equivalent to Purchaser: (a) all accrued and unpaid fees and expenses owed to Purchaser in accordance with the Facility Documents, in each case, in immediately available funds, and without deduction, set-off or counterclaim; (b) a copy of this Amendment duly executed by each of Notes delivered at the parties heretoClosing; (c) a (i) copy certificate certifying as to articles of incorporation, bylaws and resolutions of the Amendment Number Two Company attached thereto and other corporate proceedings relating to the Second Amended authorization, execution and Restated Pricing Side Letter to the Master Repurchase Agreement, dated as delivery of the date hereof First Amendment, this Amendment and the Notes contemplated pursuant to subparagraph (the “Amendment No. 2”), (iib) the Amendment Number Three to the Second Amended and Restated Master Repurchase Agreement, dated as of the date hereof, (iii) the Amendment Number Eight to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties theretoabove; (d) an opinion related to the first installment of Company and this Amendment, covering such matters and otherwise in form and substance reasonably satisfactory to the Renewal Fee (as defined in the Amendment No. 2)Noteholders; and (e) any other documents reasonably requested by Purchaser on or prior to a copy of the date hereofprincipal credit facility of the Company, together with all amendments thereto.

Conditions to Effectiveness of this Amendment. This Amendment and the amendments contained herein shall become effective on the day date (the “Second Amendment Effective Date”) when Seller each of the conditions set forth below shall have paid or delivered, as applicable, been fulfilled to Purchaser all the satisfaction of the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to PurchaserAdministrative Agent: (a) all accrued The Administrative Agent shall have received counterparts of this Amendment, duly executed and unpaid fees delivered on behalf of the Borrower, the other Loan Parties, the Administrative Agent and expenses owed the Lenders party hereto, the Supplement and Joinder, duly executed and delivered on behalf of the Borrower, the other Loan Parties, the Administrative Agent and the Lenders, as well as allonges to Purchaser in accordance with the Facility DocumentsRevolving Credit Notes or amended and restated Revolving Credit Notes and/or new Revolving Credit Note and/or new Term Note, in each case, in immediately available fundsas required by the Supplement and Joinder, and without deductionan amended and restated Swingline Note, set-off or counterclaim;duly executed and delivered on behalf of the Borrower, and in the face amount of the Swingline Commitment, as increased hereby (all of the foregoing, collectively, the “Modification Documents”). (b) No event shall have occurred and be continuing that constitutes an Event of Default, or that would constitute an Event of Default but for the requirement that notice be given or that a copy period of this Amendment duly executed by each of the parties hereto;time elapse, or both. (c) a (i) copy All representations and warranties of the Borrower contained in the Credit Agreement, and all representations and warranties of each other Loan Party in each Loan Document to which it is a party, shall be true and correct in all material respects (or, if qualified by materiality, in all respects) at the Second Amendment Number Two Effective Date as if made on and as of such Second Amendment Effective Date, except that (a) any representation or warranty relating to any financial statements shall be deemed to be applicable to the Second Amended and Restated Pricing Side Letter financial statements most recently delivered to the Master Repurchase Agreement, dated Administrative Agent in accordance with the provisions of the Loan Documents and (b) each other representation or warranty expressly stated to be made as of the date hereof (the “Amendment No. 2”), (ii) the Amendment Number Three Closing Date shall not be deemed to the Second Amended and Restated Master Repurchase Agreement, dated have been repeated as of any date other than the date hereof, (iii) the Amendment Number Eight to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties thereto;Closing Date. (d) The Borrower shall have delivered to the first installment Administrative Agent (1) certified copies of evidence of all corporate and company actions taken by the Borrower and the other Loan Parties to authorize the execution and delivery of this Amendment and the other Modification Documents, (2) certified copies of any amendments to the articles or certificate of incorporation, formation or organization, bylaws, partnership certificate or operating agreement of the Renewal Fee Borrower and each other Loan Party since the date of the Credit Agreement or, as applicable, the joinder of a Loan Party to the Loan Documents, (3) a certificate of incumbency for the officers or other authorized agents, members or partners of the Borrower and each other Loan Party executing this Amendment, the other Modification Documents and the other Loan Documents related hereto and (4) such additional supporting documents as defined in the Amendment No. 2); andAdministrative Agent or counsel for the Administrative Agent reasonably may request. (e) any The Administrative Agent (or its counsel) shall have received a favorable written opinion of counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, this Amendment, the other Modification Documents and the other documents required hereby and the transactions contemplated herein and therein as the Administrative Agent shall reasonably requested by Purchaser on request. (f) The Administrative Agent (or prior its counsel) shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the date hereofLoan Parties in the states (or other jurisdictions) of formation of such Persons, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Administrative Agent that the Liens indicated in any such financing statement (or similar document) would be permitted by Section 7.2 of the Credit Agreement or have been or will be contemporaneously released or terminated. (g) All documents delivered pursuant to this Amendment and the other Modification Documents must be of form and substance satisfactory to the Administrative Agent and its counsel, and all legal matters incident to this Amendment and the other Modification Documents must be satisfactory to the Administrative Agent’s counsel. (h) Payment by the Borrower in immediately available funds of the fees agreed to in the fee letter entered into in connection with the Additional Commitment Amount and the fees and expenses required to be paid by Section 11 of this Amendment.

Conditions to Effectiveness of this Amendment. This Amendment shall --------------------------------------------- become effective on when the day (the “Effective Date”) when Seller Agent shall have paid or deliveredreceived at least four (4) counterparts of this Amendment, as applicableduly executed by the Company and each Bank and acknowledged by NCFC, to Purchaser all of provided the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaserconditions are satisfied: (a) all accrued Before and unpaid fees after giving effect to this Amendment, the representations and expenses owed to Purchaser warranties of the Company in accordance with Section 3 of the Facility DocumentsCredit Agreement and Section 5 of the Pledge and Security Agreement shall be true and correct as though made on the date hereof, in each case, in immediately available funds, and without deduction, set-off or counterclaim;except for changes that are permitted by the terms of the Credit Agreement. (b) a copy Before and after giving effect to this Amendment, no Event of this Amendment duly executed by each Default and no Unmatured Event of Default shall have occurred and be continuing under the parties hereto;Credit Agreement. (c) a (i) copy No material adverse change in the business, assets, financial condition or prospects of the Amendment Number Two Company shall have occurred since the Effective Date. (d) The following shall have been delivered to the Second Amended Agent, each duly executed or certified, as the case may be, and Restated Pricing Side Letter to the Master Repurchase Agreement, dated as of the date hereof of delivery thereof: (i) certified copies of resolutions of the “Amendment No. 2”)Board of Directors of the Company authorizing or ratifying the execution, delivery and performance of this Amendment; (ii) a certified copy of any amendment or restatement of the Amendment Number Three Articles of Incorporation or the By-laws of the Company made or entered following the date of the most recent certified copies thereof furnished to the Second Amended and Restated Master Repurchase Agreement, dated as of the date hereof, Banks; (iii) the Amendment Number Eight certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, this Amendment; (iv) the Amendment Number Three a favorable opinion of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, counsel to the Pricing Side Letter Company and NCFC, addressed to the Loan and Security AgreementBanks, dated as of the date hereof, (v) the Amendment Number Six to the Loan matters and Security Agreement, dated as of to the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties thereto; (d) the first installment of the Renewal Fee (as defined in the Amendment No. 2)effect set forth on Exhibit II hereto; and (ev) any such other documents documents, instruments, opinions and approvals as the Banks may reasonably requested by Purchaser on or prior to the date hereofrequest.

Conditions to Effectiveness of this Amendment. This Amendment shall --------------------------------------------- become effective on when the day (the “Effective Date”) when Seller Agent shall have paid or deliveredreceived at least thirteen (13) counterparts of this Amendment, as applicableduly executed by the Company and the Required Lenders and acknowledged by NCFC, to Purchaser all of provided the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaserconditions are satisfied: (a) all accrued Before and unpaid fees after giving effect to this Amendment, the representations and expenses owed to Purchaser warranties of the Company in accordance with Section 3 of the Facility DocumentsCredit Agreement, Section 5 of the Pledge and Security Agreement and Section 4 of the Servicing Security Agreement, of NCFC in each case, in immediately available fundsSection 15 of the Guaranty, and without deductionof NCCC in Section 15 of the NCCC Guaranty shall be true and correct as though made on the date hereof, set-off or counterclaim;except for changes that are permitted by the terms of the Credit Agreement. (b) a copy Before and after giving effect to this Amendment, no Event of this Amendment duly executed by each Default and no Unmatured Event of the parties hereto;Default shall have occurred and be continuing. (c) a No material adverse change in the business, assets, financial condition or prospects of the Company or NCFC shall have occurred since the December 31, 1997. (d) The Agent shall have received the following, each duly executed or certified, as the case may be, and dated as of the date of delivery thereof: (i) copy of the Amendment Number Two to the Second Amended and Restated Pricing Side Letter to the Master Repurchase Agreement, dated as resolutions of the date hereof (Board of Directors of the “Amendment No. 2”)Company, certified by its respective Secretary or Assistant Secretary, authorizing or ratifying the execution, delivery and performance of this Amendment; (ii) a certified copy of any amendment or restatement of the Amendment Number Three Articles of Incorporation or the By-laws of the Company made or entered following the date of the most recent certified copies thereof furnished to the Second Amended and Restated Master Repurchase Agreement, dated as of the date hereof, Lenders; (iii) the Amendment Number Eight certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, this Amendment; (iv) the Amendment Number Three to the Pricing Side Letter to the Loan and Security AgreementNCCC Guaranty, dated as of the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties thereto; (dv) a certificate signed by the first installment Secretary or an Assistant Secretary of NCCC certifying (A) as to the names, incumbency and true signatures of the Renewal Fee respective persons authorized to execute and deliver this Amendment and each Loan Document to which it is or will be a party and (as defined 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; (vi) a copy of the Articles of Incorporation of NCCC with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its respective incorporation; (vii) certificates of good standing for NCCC in the Amendment No. 2)jurisdiction of its incorporation and in each of the jurisdictions in which it is required to be qualified to do business, certified by the appropriate governmental officials; (viii) a certificate of the Secretary or an Assistant Secretary of NCCC certifying to a true and correct copy of its respective bylaws, as amended as of the date of this Amendment; andand (ix) such other documents, instruments, opinions and approvals as the Agent may reasonably request. (e) any other documents reasonably requested The Agent shall have received the amendment fee required by Purchaser on or prior to Section 8.16 of the date hereofCredit Agreement as amended by this Amendment.

Conditions to Effectiveness of this Amendment. This Amendment shall become be effective on the day as of June 29, 2005 (the “Effective Date”) when Seller ), provided the Agent shall have paid or deliveredreceived sufficient counterparts of this Amendment as required by the Agent, as applicable, to Purchaser duly executed by the Borrowers and all of the Banks, and the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaserconditions are satisfied or waived: (a) Before and after giving effect to this Amendment, the representations and warranties of the Borrowers in Article IV of the Loan Agreement and Section 7 of the Security Agreement shall be true and correct in all accrued material respects as though made on the date hereof, except to the extent such representations and unpaid fees warranties by their terms are made as of a specific date and expenses owed to Purchaser in accordance with except for changes that are permitted by the Facility Documents, in each case, in immediately available funds, and without deduction, set-off or counterclaim;terms of the Loan Agreement. (b) a copy After giving effect to this Amendment, no Event of this Amendment duly executed by each of the parties hereto;Default and no Default shall have occurred and be continuing. (c) a No Material Adverse Effect shall have occurred since June 3, 2005. (id) copy No revisions shall have been made to the articles of incorporation or bylaws of any of the Amendment Number Two Borrowers since June 3, 2005, except as provided to the Second Amended Agent under (e) (ii) below. (e) The Agent shall have received the following or shall receive the following substantially simultaneously with the execution and Restated Pricing Side Letter to delivery of this Amendment, each duly executed or certified, as the Master Repurchase Agreementcase may be, and dated as of the date hereof of delivery thereof: (i) an officer’s certificate from the “Company and each Subsidiary Borrower and, as applicable, Foreign Currency Borrower certifying resolutions of the board of directors, managers or member of each such Borrower authorizing (A) this Amendment, the execution, delivery and performance of this Amendment No. 2”)and all documents contemplated hereunder, (B) the sale of the Senior Unsecured Notes, the execution, delivery and performance of all documents related thereto, including any such guaranties, and all documents contemplated hereunder and thereunder, and certifying the designation of Authorized Officers to execute the Loan Agreement, Loan Documents and amendments thereto as well as the documents contemplated under the Senior Unsecured Note Offering; (ii) such other documents, instruments and approvals as the Amendment Number Three to the Second Amended and Restated Master Repurchase AgreementAgent may reasonably request, dated as including, without limitation, certified copies of the date hereofArticles or Certificate of Incorporation or Organization and bylaws or operating agreement of any Subsidiary Borrower which has amended or modified any of such documents since June 3, (iii) the Amendment Number Eight to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties thereto; (d) the first installment of the Renewal Fee (as defined in the Amendment No. 2); and (e) any other documents reasonably requested by Purchaser on or prior to the date hereof2005.

Conditions to Effectiveness of this Amendment. This Second Amendment shall become effective on and as of the day date (such date the “Second Amendment Effective Date”) when Seller shall have paid or delivered, as applicable, to Purchaser all each of the following fees, expenses, documents and instruments, each conditions has been satisfied or waived as set forth in Section 10.1 of which shall be in form and substance acceptable to Purchaserthe Existing Credit Agreement: (a) The Administrative Agent (or its counsel) shall have received from each Loan Party either (A) a counterpart to this Second Amendment executed and delivered on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Second Amendment) that such party has executed and delivered a counterpart of this Second Amendment. (b) The Administrative Agent (or its counsel) shall have received evidence of the execution and delivery by the Required Lenders (including all accrued and unpaid fees and expenses owed Affiliate Lenders) of this Second Amendment. (c) The Borrower shall have, or shall have caused another Loan Party to, purchase from each Lender that has Term Loans that are being converted pursuant hereto into Extended Maturity Term Loans a portion of such Extended Maturity Term Loans equal to Purchaser in accordance with the Facility Documents20% thereof by payment, in each case, in immediately available funds, and without deduction, set-off or counterclaim; (b) a copy , of this Amendment duly executed by each of the parties hereto; (c) a (i) copy of the Amendment Number Two an amount in immediately available funds equal to the Second Amended principal amount of such portion and Restated Pricing Side Letter accrued interest thereon to the Master Repurchase AgreementAdministrative Agent for the account of such Lender, dated and the Administrative Agent shall distribute such amount to such Lender promptly upon receipt. The parties hereto agree that each such purchase by the Borrower or such other Loan Party, as the case may be, shall be consummated on the same terms as are set forth in the form of Assignment and Assumption in Exhibit E to the date hereof Existing Credit Agreement (without the “Amendment No. 2”necessity of any execution and delivery of such an Assignment and Assumption), which terms (iiincluding the representations and warranties therein) the Amendment Number Three are incorporated herein by reference and are made applicable to the Second Amended such purchase and Restated Master Repurchase Agreement, dated as of the date hereof, (iii) the Amendment Number Eight to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties thereto;. The Administrative Agent shall make appropriate entries in the Register reflecting the same. (d) The Administrative Agent shall have received from the first installment Borrower a consent fee payable for the account of each Lender who executes and delivers this Second Amendment at or prior to 5:00 p.m., New York City time on December 17, 2010 or such later date as the Borrower shall determine (the “Consent Deadline,” and each such Lender, a “Consenting Lender”) equal to 0.15% of the Renewal Fee aggregate principal amount of the Term Loans held by such Consenting Lender as of the Consent Deadline that are converted into Extended Maturity Term Loans and not purchased by the Borrower (as defined in or any other Loan Party selected by the Amendment No. 2); andBorrower) pursuant to Section 3(c) of this Second Amendment. (e) any other documents reasonably requested by Purchaser on or prior The Administrative Agent shall have received a legal opinion of O’Melveny & ▇▇▇▇▇ LLP, counsel to the date hereofBorrower and the Guarantors, and legal opinions of local counsel in Guernsey and the Cayman Islands, each in form and substance reasonably satisfactory to the Administrative Agent. (f) The Administrative Agent shall have received a certificate of each Loan Party, dated the Second Amendment Effective Date, substantially in the form of Exhibit C to the Existing Credit Agreement, with appropriate insertions and attachments.

Conditions to Effectiveness of this Amendment. This Notwithstanding any other provision of this Amendment and without affecting in any manner the rights of the Participants hereunder, it is understood and agreed that this Amendment shall not become effective on effective, and the day (the “Effective Date”) when Seller Sponsor shall have paid or deliveredno rights under this Amendment, as applicable, until the Servicer shall have received: (i) executed counterparts to Purchaser all of this Amendment from the following fees, expenses, documents and instrumentsSponsor, each of which the Guarantors and the Participants; (ii) a duly executed amendment to the Servicing Agreement; (iii) a favorable written opinion of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLP, counsel to the Sponsor and each Guarantor, addressed to the Servicer and the Participants, and covering such matters relating to this Amendment and the transactions contemplated therein as the Servicer and the Participants shall reasonably request; (iv) a certificate of the Secretary or Assistant Secretary of the Sponsor and each Guarantor, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, authorizing the execution, delivery and performance of this Amendment and certifying the name, title and true signature of each officer of the Sponsor or the Guarantor, as the case may be, executing the Amendment, together with certified copies of the articles of incorporation or other charter documents of the Sponsor and each Guarantor, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation of the Sponsor and the Guarantors; (v) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of the Sponsor and each Guarantor, 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 form full force and substance acceptable to Purchaser: (a) effect and all accrued and unpaid fees and expenses owed to Purchaser in accordance with the Facility Documents, in each case, in immediately available funds, and without deduction, set-off or counterclaim; (b) a copy of this Amendment duly executed by each of the parties hereto; (c) a (i) copy of the Amendment Number Two to the Second Amended and Restated Pricing Side Letter to the Master Repurchase Agreement, dated as of the date hereof (the “Amendment No. 2”), (ii) the Amendment Number Three to the Second Amended and Restated Master Repurchase Agreement, dated as of the date hereof, (iii) the Amendment Number Eight to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties thereto; (d) the first installment of the Renewal Fee (as defined in the Amendment No. 2)applicable waiting periods shall have expired; and (evi) any other documents reasonably requested by Purchaser on reimbursement or prior payment of its reasonable costs and expenses incurred in connection with this Amendment (including reasonable fees, charges and disbursements of King & Spalding LLP, counsel to the date hereofServicer) and any fees due and payable in connection herewith.

Conditions to Effectiveness of this Amendment. This Amendment shall become effective upon the first date on the day (the “Effective Date”) when Seller shall have paid or delivered, as applicable, to Purchaser all which each of the following feesconditions precedent shall have been satisfied (or waived) (such date, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaser:the “Third Amendment Closing Date”): (a) this Amendment shall have been executed and delivered by the Borrower, each Subsidiary Guarantor, each 2022 Incremental Term Lender and the Administrative Agent; (b) the Administrative Agent or other applicable Person shall have received all accrued fees and unpaid other amounts due and payable to any Person on or prior to the Third Amendment Closing Date, including, to the extent invoiced three (3) days prior to the Third Amendment Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses of the Administrative Agent (including the reasonable and documented legal fees and expenses owed of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to Purchaser in accordance with the Facility DocumentsAdministrative Agent), in each case, in immediately available funds, and without deduction, set-off to the extent required to be reimbursed or counterclaim; (b) a copy of this Amendment duly executed paid by each of the parties heretoBorrower under any Loan Document; (c) a at the time of and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on such date; (id) copy each of the Amendment Number Two representations and warranties made by any Loan Party set forth in Article V of the Credit Agreement or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to the Second Amended “materiality” or “Material Adverse Effect” shall be true and Restated Pricing Side Letter to the Master Repurchase Agreement, dated correct in all respects) on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (the except that any representation and warranty that is qualified as to “Amendment No. 2”materiality” or “Material Adverse Effect” shall be true and correct in all respects), ; (iie) the Amendment Number Three Administrative Agent and the 2022 Incremental Term Lenders shall have received, at least three business days prior to the Second Amended Third Amendment Closing Date, all documentation and Restated Master Repurchase Agreement, dated as of the date hereof, (iii) the Amendment Number Eight other information related to the Pricing Side Letter to Borrower or any Guarantor required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation including, without limitation, the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereofPatriot Act, in each case duly executed to the extent requested by each of the parties theretoAdministrative Agent or the 2022 Incremental Term Lenders from the Borrower in writing at least five business days prior to the Third Amendment Closing Date, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), a certificate regarding beneficial ownership as required by the Beneficial Ownership Regulation with respect to the Borrower; (f) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower stating that the conditions set forth in clauses (c) and (d) of this Section 3 have been satisfied; (g) the first installment Administrative Agent shall have received such certificates, copies of Organization Documents of the Renewal Fee (Loan Parties, resolutions or other action and incumbency certificates of Responsible Officers of each Loan Party, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as defined a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Third Amendment No. 2)Closing Date; and (eh) any other documents reasonably requested by Purchaser on or prior the Administrative Agent shall have received a favorable written opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇, special counsel for the Borrower addressed to the date hereofAdministrative Agent and the Lenders party hereto in a form reasonably satisfactory to the Administrative Agent.

Conditions to Effectiveness of this Amendment. This Amendment shall become effective on as of the day date the following conditions precedent have been satisfied (the “"Effective Date”) when Seller shall have paid or delivered, as applicable, to Purchaser all of the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaser:"): (a) all accrued and unpaid fees and expenses owed to Purchaser in accordance with the Facility Documents, in each case, in immediately available funds, and without deduction, set-off or counterclaim; (b) a copy of this Amendment duly executed by each of the parties hereto; (c) a The Administrative Agents shall have received (i) copy of this Amendment, duly executed and delivered by the Amendment Number Two to Company and the Second Amended and Restated Pricing Side Letter to the Master Repurchase Agreement, dated as of the date hereof (the “Amendment No. 2”)Administrative Agents, (ii) the Amendment Number Three Consent and Affirmation, in the form attached hereto as Annex A, duly executed and delivered by each of the Guarantors, and (iii) Lender Consents, in the form attached hereto as Annex B (the "Lender Consent"), duly executed and delivered by Lenders constituting the Required Lenders. (i) The Term Loan Administrative Agent shall have received from the Company, for the ratable benefit of the Term Loan Lenders that have delivered a Lender Consent on or prior to 12:00 noon (New York time) on September 29, 2006, an amendment fee equal to 0.25% of each such Term Loan Lender's Term Loan Percentage of the aggregate principal amount of Term Loans outstanding on the Effective Date and (ii) the Multi-Currency Administrative Agent shall have received from the Company, for the ratable benefit of the Multi-Currency Lenders that have delivered a Lender Consent on or prior to 12:00 noon (New York time) on September 29, 2006, an amendment fee equal to 0.25% of each such Multi-Currency Lender's Multi-Currency Percentage of the Aggregate Multi-Currency Commitment on the Effective Date. (c) Prior to and after giving effect to this Amendment, each of the representations and warranties made by any Loan Party in or pursuant to the Second Amended Loan Documents shall be true and Restated Master Repurchase Agreement, dated correct in all material respects on and as of the date hereof, (iii) the Amendment Number Eight as if made on and as of such date, except to the Pricing Side Letter extent such representations and warranties expressly relate to the Mortgage Loan Participation Purchase an earlier date, in which case such representations and Sale Agreement, dated warranties shall be true and correct in all material respects as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties thereto;such earlier date. (d) No Default or Event of Default shall have occurred and be continuing on the first installment of the Renewal Fee (as defined in the Amendment No. 2); and (e) any other documents reasonably requested by Purchaser on or date hereof prior to the date hereofor after giving effect to this Amendment.

Conditions to Effectiveness of this Amendment. This Amendment shall become effective on as of the day date (the “Effective Date”) when Seller shall have paid or delivered, as applicable, to Purchaser all each of the following fees, expenses, documents and instruments, each of which conditions precedent shall be in form and substance acceptable to Purchaserhave been satisfied: (a) all accrued The Administrative Agent shall have received on or prior to the Effective Date each of the following, each dated the Effective Date unless otherwise indicated or agreed to by the Administrative Agent and unpaid fees in form and expenses owed substance satisfactory to Purchaser in accordance with the Facility Documents, in each case, in immediately available funds, and without deduction, set-off or counterclaim;Administrative Agent: (bi) a copy counterparts of this Amendment duly executed and delivered by each of the parties heretoBorrowers, the MLP, the Administrative Agent, the Issuer, the Swingline Lender and each Lender under the Credit Agreement; (ii) written commitments duly executed by existing Lenders (or their Affiliates or Approved Funds) or Eligible Assignees in an aggregate amount equal to $300,000,000 and, in the case of each such Eligible Assignee that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agent and duly executed by the Parent Borrower, the Administrative Agent and such Eligible Assignee; (iii) a favorable opinion of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, and (B) in-house counsel to the Loan Parties, each addressed to the Administrative Agent, the Lenders and the Issuers and addressing such matters as the Administrative Agent may reasonably request; (iv) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party that has been authorized to execute and deliver this Amendment and the other documents required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the resolutions of such Loan Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Amendment and the other documents required hereunder to be executed and delivered by or on behalf of such Loan Party and (C) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) and the by-laws (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) and the by-laws (or equivalent Constituent Document) previously delivered to the Administrative Agent on the Effective Date (or if there has been such a change, attaching a certified copy thereof); (v) a certificate of the chief financial officer of each Borrower in his capacity as such (and not in his individual capacity), in form and substance satisfactory to the Administrative Agent, attesting to the solvency of the Borrowers and the MLP after giving effect to the Revolving Credit Commitment Increase contemplated hereby; and (vi) a certificate of a Responsible Officer of the Borrowers to the effect that the conditions set forth in Section 4.2(b) (Conditions Precedent to Each Extension of Credit) of the Credit Agreement have been satisfied both before and after giving effect to this Amendment. (b) The Administrative Agent shall have received a certificate as to the good standing of each Loan Party, certified as of a recent date by the Secretary of State of the State of Delaware. (c) a (i) copy of the Amendment Number Two There shall have been paid to the Second Amended Administrative Agent, for the account of itself and Restated Pricing Side Letter to the Master Repurchase AgreementLenders, dated as applicable, all fees and expenses (including reasonable fees and expenses of the date hereof (the “Amendment No. 2”), (iicounsel) the Amendment Number Three to the Second Amended due and Restated Master Repurchase Agreement, dated as of the date hereof, (iii) the Amendment Number Eight to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties thereto; (d) the first installment of the Renewal Fee (as defined in the Amendment No. 2); and (e) any other documents reasonably requested by Purchaser payable on or prior to before the date hereofEffective Date.

Conditions to Effectiveness of this Amendment. This Notwithstanding any other provision of this Amendment and without affecting in any manner the rights of the Lenders hereunder, it is understood and agreed that this Amendment shall not become effective on effective, and the day Borrower shall have no rights under this Amendment, until the Administrative Agent shall have received (i) such fees as the Borrower has previously agreed to pay the Administrative Agent or any of its Affiliates or the Lenders in connection with this Amendment, (ii) reimbursement or payment of its reasonable and documented out-of-pocket costs and expenses incurred in connection with this Amendment or the Credit Agreement (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, counsel to the Administrative Agent), and (iii) each of the following documents (the “Amendment Effective Date”) when Seller shall have paid or delivered, as applicable, to Purchaser all of the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaser:): (a) all accrued executed counterparts to this Amendment (which may include telecopy or other electronic submission of signed signature pages) from the Borrower, Parent, the other Loan Parties, the Required Lenders, the Committing Lenders and unpaid fees and expenses owed to Purchaser in accordance with the Facility Documents, in each case, in immediately available funds, and without deduction, set-off or counterclaimAdministrative Agent; (b) at the request of any Lender providing a copy of this Amendment duly executed by each of the parties heretoRevolving Commitment Increase, promissory notes (or applicable replacements thereof); (c) a certificate of the Secretary or Assistant Secretary (or, in the case of UK Loan Parties, an authorized signatory) of each Loan Party in the form of Exhibit 3.1(b)(ii) attached to the Credit Agreement with such amendments as the Administrative Agent may agree, attaching and certifying copies of its bylaws, or partnership agreement or limited liability company agreement, and of the resolutions of such Loan Party’s board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of this Amendment (if applicable) and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (d) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together (except with respect to UK Loan Parties) with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and in the case of the Borrower, a certificate from the Secretary of State of New York that the Borrower is qualified as a foreign corporation; (e) a favorable written opinion of (i) copy Cravath, Swaine & ▇▇▇▇▇ LLP, special New York counsel to the Borrower, addressed to the Administrative Agent and each of the Amendment Number Two Lenders, and covering such matters relating to the Second Amended Loan Parties, this Amendment, the other Loan Documents and Restated Pricing Side Letter the transactions contemplated therein as the Administrative Agent or the Lenders shall reasonably request (ii) ▇▇▇▇▇▇▇▇▇ and May, special English counsel to the Master Repurchase AgreementBorrower and each UK Loan Party, addressed to the Administrative Agent and each of the Lenders, and covering such English law matters relating to the Loan Parties, this Amendment, the other Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request and (iii) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP (London), special UK counsel to the Administrative Agent, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the this Amendment, the other Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (f) copies of favorable UCC, tax and judgment lien search reports (excluding, for the avoidance of doubt, intellectual property searches) in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties as requested by the Administrative Agent; (g) a certificate from a Responsible Officer of the Borrower certifying that, on the date hereof and immediately after giving effect to the transactions contemplated herein, no Default or Event of Default exists or is continuing, 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 a Material Adverse Effect or other materiality, in which case such representations and warranties are true and correct in all respects) except to the extent that any such representation or warranty specifically refers to an earlier date, in which case it is true and correct in all material respects as of such earlier date (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties are true and correct in all respects as of such earlier date), and since March 31, 2020, there has been no change with respect to the Borrower and its Subsidiaries which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; (h) duly executed copies of (i) that certain Supplemental Debenture dated as of the date hereof (by and among the “Amendment No. 2”), UK Loan Parties and Administrative Agent and (ii) the Amendment Number Three to the Second Amended and Restated Master Repurchase Agreement, that certain Supplemental Charge Over Shares dated as of the date hereof, (iii) the Amendment Number Eight to the Pricing Side Letter to the Mortgage Loan Participation Purchase hereof by and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan between Borrower and Security Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties thereto; (d) the first installment of the Renewal Fee (as defined in the Amendment No. 2)Administrative Agent; and (ei) any such other documents documents, instruments, certificates and consents as the Administrative Agent may reasonably requested by Purchaser on or prior to the date hereofrequest.

Conditions to Effectiveness of this Amendment. This Amendment shall become effective on as of the day date the following conditions precedent have been satisfied (the “"Effective Date”) when Seller shall have paid or delivered, as applicable, to Purchaser all of the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaser:"): (a) all accrued and unpaid fees and expenses owed to Purchaser in accordance with the Facility Documents, in each case, in immediately available funds, and without deduction, set-off or counterclaim; (b) a copy of this Amendment duly executed by each of the parties hereto; (c) a The Administrative Agent shall have received (i) copy of this Amendment, duly executed and delivered by the Amendment Number Two to the Second Amended and Restated Pricing Side Letter to the Master Repurchase Agreement, dated as of the date hereof (the “Amendment No. 2”)Company, (ii) the Amendment Number Three Consent and Affirmation, in the form attached hereto as Annex A, duly executed and delivered by each of the Guarantors, and (iii) Lender Consents, in the form attached hereto as Annex B (the "Lender Consent"), duly executed and delivered by Lenders constituting the Required Lenders. (i) The Term Loan Administrative Agent shall have received from the Company, for the ratable benefit of the Term Loan Lenders that have delivered a Lender Consent on or prior to the Second Amended Effective Date, an amendment fee equal to 0.25% of each such Term Loan Lender's Term Loan Percentage of the aggregate principal amount of Term Loans outstanding on the Effective Date and Restated Master Repurchase Agreement(ii) the Multi-Currency Administrative Agent shall have received from the Company, dated for the ratable benefit of the Multi-Currency Lenders that have delivered a Lender Consent on or prior to the Effective Date, an amendment fee equal to 0.125% of each such Multi-Currency Lender's Multi-Currency Percentage of the Aggregate Multi-Currency Commitment as of the Effective Date. (c) Prior to and after giving effect to this Amendment, each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the date hereof, (iii) the Amendment Number Eight as if made on and as of such date, except to the Pricing Side Letter extent such representations and warranties expressly relate to the Mortgage Loan Participation Purchase an earlier date, in which case such representations and Sale Agreement, dated warranties shall be true and correct in all material respects as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties thereto;such earlier date. (d) No Default or Event of Default shall have occurred and be continuing on the first installment of the Renewal Fee (as defined in the Amendment No. 2); and (e) any other documents reasonably requested by Purchaser on or date hereof prior to the date hereofor after giving effect to this Amendment.

Conditions to Effectiveness of this Amendment. This Amendment shall become effective on the day first date (such date, the “Effective Sixth Amendment Closing Date”) when Seller shall have paid or delivered, as applicable, to Purchaser all of the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaserwhen: (a) this Amendment shall have been executed and delivered by the Borrower, each Subsidiary Guarantor, each 2025 Refinancing Revolving Lender party hereto, each of the L/C Issuers and the Administrative Agent; (b) the Administrative Agent shall have received all fees and other amounts due and payable to any Person on or prior to the Sixth Amendment Closing Date, including (i) those fees payable for the account of each 2025 Refinancing Revolving Lender as agreed in writing on or prior to the date hereof and (ii) to the extent invoiced prior to the Sixth Amendment Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses of the Administrative Agent (including the reasonable and documented legal fees and expenses of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Administrative Agent), in each case, to the extent required to be reimbursed or paid by the Borrower under any Loan Document; (c) at the time of and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on such date; (d) each of the representations and warranties made by any Loan Party set forth in Article V of the Credit Agreement or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects); (e) the Administrative Agent shall have received, at least three (3) Business Days prior to the Sixth Amendment Closing Date, all documentation and other information related to the Borrower or any Guarantor required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation including, without limitation, the Patriot Act, in each case to the extent requested by the Administrative Agent from the Borrower in writing at least five (5) Business Days prior to the Sixth Amendment Closing Date, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), a certificate regarding beneficial ownership as required by the Beneficial Ownership Regulation with respect to the Borrower; (f) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower stating that (i) the conditions set forth in clauses (c) and (d) of this Section 2 have been satisfied and (ii) designating the 2025 Refinancing Revolving Commitments as Refinancing Revolving Credit Commitments; (g) the Administrative Agent shall have received such certificates, copies of Organization Documents of the Loan Parties, resolutions or other action and incumbency certificates of Responsible Officers of each Loan Party, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Sixth Amendment Closing Date (or, where applicable, a certification that there have been no changes to such certificates or Organization Documents of each Loan Party delivered to the Administrative Agent on the Fifth Amendment Closing Date); (h) the Administrative Agent shall have received a favorable written opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel for the Borrower addressed to the Administrative Agent and the Lenders party hereto in a form reasonably satisfactory to the Administrative Agent; and (i) the accrued and unpaid Commitment Fees pursuant to Section 2.09(a) of the Credit Agreement, Letter of Credit fees pursuant to Section 2.03(g) and expenses owed to Purchaser in accordance with the Facility Documentsinterest, in each case, in immediately available funds, and without deduction, set-off or counterclaim; (b) a copy of this Amendment duly executed by each respect of the parties hereto; (c) a (i) copy of the Amendment Number Two Existing Revolving Commitments shall have been paid to the Second Amended and Restated Pricing Side Letter to Administrative Agent in Dollars for the Master Repurchase Agreement, dated as account of the date hereof (the “Amendment No. 2”), (ii) the Amendment Number Three to the Second Amended and Restated Master Repurchase Agreement, dated as of the date hereof, (iii) the Amendment Number Eight to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties thereto; (d) the first installment of the Renewal Fee (as defined in the Amendment No. 2); and (e) any other documents reasonably requested by Purchaser on or prior to the date hereofapplicable Existing Revolving Lender.

Conditions to Effectiveness of this Amendment. This Amendment shall become effective on the day date on which the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “First Amendment Effective Date”) when Seller shall have paid or delivered, as applicable, to Purchaser all of the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaser:): (a) all accrued The Administrative Agent shall have received a counterpart of this Amendment, executed and unpaid fees delivered by a duly authorized officer of the Parent Borrower and expenses owed to Purchaser in accordance with the Facility Documents, in each case, in immediately available funds, and without deduction, set-off or counterclaim;Lender. (b) The Loan Parties shall have executed and delivered to the Administrative Agent a copy of this Amendment duly executed by each of guarantee and collateral acknowledgment in the parties hereto;form attached hereto as Exhibit D with respect to the guarantees and Liens created under the Loan Documents. (c) a The Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable and documented out-of-pocket fees and expenses of legal counsel), on or before the First Amendment Effective Date. (d) The Administrative Agent shall have received the legal opinion of ▇▇▇▇▇ Lovells LLP, counsel to each of the Parent Borrower and the New Borrower (as defined below). Such legal opinion shall cover such matters incidental to the transactions contemplated by this Amendment as the Administrative Agent may reasonably require. (e) The Administrative Agent shall have received (i) copy a certificate of the Amendment Number Two to the Second Amended and Restated Pricing Side Letter to the Master Repurchase Agreementeach Borrower, dated as of the date hereof (the “Amendment No. 2”), (ii) the Amendment Number Three to the Second Amended and Restated Master Repurchase Agreement, dated as of the date hereof, (iii) substantially in the Amendment Number Eight form of Exhibit C to the Pricing Side Letter Credit Agreement, with appropriate insertions and attachments, including the certificate of incorporation of each Borrower certified by the relevant authority of the jurisdiction of organization of each Borrower or a certification that such documents have not been amended since such documents were previously delivered to the Mortgage Administrative Agent and (ii) a long-form good standing certificate for each Borrower from the applicable jurisdiction of organization. (f) Immediately prior to and after giving effect to this Amendment (i) no Default or Event of Default shall have occurred and be continuing and (ii) each of the representations and warranties made by any Loan Participation Purchase Party in or pursuant to the Loan Documents shall be true and Sale Agreement, dated correct in all material respects on and as of such date as if made on and as of such date (except that any representations and warranties which expressly relate to an earlier date shall be true and correct in all material respects as of such earlier date). (g) The Administrative Agent shall have received a certificate signed by a duly authorized officer of the Parent Borrower certifying that the conditions specified in clause (f) of this Section 3 have been satisfied as of the date hereofFirst Amendment Effective Date. (h) The Administrative agent shall have received (a) a Notice of Designation designating Colony Capital Investment Holdco, LLC (the “New Borrower”) as a Subsidiary Borrower, (ivb) a Subsidiary Borrower Joinder Agreement signed by a duly authorized officer of the Amendment Number Three New Borrower and (c) a certificate signed by a duly authorized officer of the New Borrower certifying that the conditions specified in Section 3 of the Subsidiary Borrower Joinder Agreement have been satisfied. (i) The Lenders shall have received, to the Pricing Side Letter extent requested by the Administrative Agent in writing at least ten (10) days prior to the Loan Closing Date, all documentation and Security Agreementother information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, dated as of including the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereofUSA PATRIOT Act, in each case duly executed by each of the parties thereto; at least five (d5) the first installment of the Renewal Fee (as defined in the Amendment No. 2); and (e) any other documents reasonably requested by Purchaser on or days prior to the date hereofClosing Date.

Conditions to Effectiveness of this Amendment. This The effectiveness of this Amendment shall become effective on is subject to satisfaction (or waiver by the day (Required Lenders and the “Effective Date”Administrative Agent) when Seller shall have paid or delivered, as applicable, to Purchaser all of the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaserconditions precedent: (a) all accrued receipt of duly executed counterparts of this Amendment from (i) the Borrower and unpaid fees each Guarantor, (ii) Lenders constituting the Required Lenders and expenses owed to Purchaser in accordance with (iii) the Facility Documents, in each case, in immediately available funds, and without deduction, set-off or counterclaimAdministrative Agent; (b) receipt of an Officer’s Certificate, signed by a copy of this Amendment duly executed by each Financial Officer of the parties heretoLead Borrower, certifying that at the time of and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred or be continuing; (c) receipt of a (i) copy of the Amendment Number Two certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the Second Amended and Restated Pricing Side Letter to good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority; (d) an Officer’s Certificate of the Master Repurchase Agreement, Secretary or Assistant Secretary of each Loan Party dated as of the date hereof and certifying (A) that attached thereto is a true and complete copy of the “Amendment No. 2”)by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the date hereof, (iiB) that attached thereto is a true and complete copy of resolutions duly adopted by the Amendment Number Three Governing Board of such Loan Party authorizing the execution, delivery and performance of this Amendment, 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 organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certified copy furnished pursuant to clause (c) above, and (D) as to the Second Amended incumbency and Restated Master Repurchase specimen signature of each officer executing this Amendment on behalf of such Loan Party; and (e) substantially concurrently with entering into this Amendment, Holdings and C1H shall have executed and delivered the Term Loan Agreement, dated as of the date hereof, by and among Holdings, C1H, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch as administrative agent and collateral agent (iii“CS”); (f) the Amendment Number Eight Holdings and each Borrower shall have executed and delivered an acknowledgment to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Intercreditor Agreement, dated as of the date hereof, (iv) by and among the Amendment Number Three to the Pricing Side Letter to the Loan Administrative Agent and Security Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties thereto; (d) the first installment of the Renewal Fee (as defined in the Amendment No. 2)CS; and (eg) the Borrower shall have paid to the Administrative Agent, to the extent invoiced no later than the Business Day immediately preceding the Amendment Effective Date, all costs and expenses due and payable (whether pursuant to the Loan Documents or any other documents reasonably requested by Purchaser agreement relating to this Amendment) on or prior to the date hereofAmendment Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out of pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document.

Conditions to Effectiveness of this Amendment. This Amendment shall become be effective as of May 31, 2007 or such earlier date specified by the US Agent to Borrowers and Lenders (and evidenced by the date set forth on the day first page of this Amendment) but only if on such effective date: (i) such Amendment has been signed by, and when counterparts hereof shall have been delivered to the “Effective Date”US Agent or its counsel (by hand delivery, mail or telecopy) when Seller by the Parent, the Borrowers and the Lenders; (ii) each Guarantor shall have delivered to the US Agent or its counsel executed counterparts of the Consent; (iii) Borrowers shall have paid or delivered, as applicable, to Purchaser all the US Agent for the pro-rata benefit of the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable Lenders an amendment fee equal to Purchaser: (a) all accrued and unpaid fees and expenses owed to Purchaser in accordance with the Facility Documents, in each case, in immediately available funds, and without deduction, set-off or counterclaim$90,000; (biv) a copy of this Amendment duly executed by each of the parties hereto; (c) a (i) copy of the Amendment Number Two Borrowers shall have delivered to the Second Amended US Agent or its counsel a certificate certifying that the charters, bylaws (or other similar organizational documents) and Restated Pricing Side Letter resolutions authorizing the execution, delivery and performance by the Credit Parties of their obligations under the Credit Agreement and the other Loan Documents, each in the form delivered to the Master Repurchase AgreementAgents on the Closing Date, dated are in full force and effect and have not been amended, rescinded or otherwise modified as of the date hereof of this Amendment (other than an amendment to Parent’s bylaws to increase the “number of members of the board of directors from five to nine); the resolutions adopted with respect to this Amendment No. 2”), (iior that no other resolutions have been adopted) the Amendment Number Three and that no further authorization or consent is required to be obtained with respect to the Second Amended execution, delivery and Restated Master Repurchase Agreementperformance of this Amendment, dated the Consent and the Credit Agreement as of the date hereof, (iii) the Amendment Number Eight to the Pricing Side Letter to the Mortgage Loan Participation Purchase amended hereby; and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, an incumbency certificate for each Credit Party; and (v) the Amendment Number Six US Borrower on behalf of itself and the other Credit Parties and the UK Borrower on behalf of itself shall have delivered to the US Agent or its counsel a certificate certifying that the representations and warranties contained herein and in the Loan Documents are true and Security Agreement, dated correct in all material respects as of such date (except to the date hereofextent that such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects as of such earlier date), and no Default or Event of Default has occurred and will be continuing (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties thereto; (d) the first installment of the Renewal Fee (as defined in the Amendment No. 2after giving effect to this Amendment); and (e) any other documents reasonably requested by Purchaser on or prior to the date hereof.

Conditions to Effectiveness of this Amendment. This The amendments to the Agreements provided for in this Amendment shall not become effective until, and shall become effective on on, the day date (the “"Effective Date”") when Seller shall have paid or deliveredwhen, as applicable, to Purchaser all each and every one of the following feesconditions shall have been satisfied: (a) counterparts of this Amendment shall have been duly executed and delivered by the Company and the holders of 100% in aggregate principal amount of Notes at the time outstanding (as provided in Section 12(a) of the Agreements); (b) the representations and warranties of the Company set forth in paragraph 5 of this Amendment shall be true and correct and no Default or Event of Default shall have occurred and be continuing; and the Noteholders shall have received an Officers' Certificate of the Company to the foregoing effect; and (c) the Noteholders shall have received the favorable opinion of counsel to the Company, expensesdated the Effective Date, documents and instruments, each of which opinion shall be in form and substance acceptable satisfactory to Purchaser: the Noteholders, and shall be to the effects that (ai) the execution and delivery by the Company of this Amendment and the performance by the Company of this Amendment and of the Agreements and the Notes as amended hereby (A) have been duly authorized by all accrued requisite corporate action on the part of the Company (no action on the part of the shareholders of the Company being required therefor), (B) after giving effect to the simultaneous amendment of the 1994 Agreements, do not require the consent or approval of (1) any Governmental Body, or (2) except as set forth in paragraph 5 above, to its knowledge, any other Person, (C) do not and unpaid fees will not, except as set forth in paragraph 5 above, (1) violate (x) any provision of any applicable law, statute, rule or regulation or of the articles of incorporation or by-laws of the Company, (y) any Order known to such counsel of any court, administrative body or arbitrator binding upon the Company or any of its properties or (z) any provision of any material loan or credit agreement, indenture, mortgage or other agreement or instrument known to such counsel to which the Company is a party or by which it or any of its properties are or may be bound or (2) result in any breach of or constitute (alone or with notice or lapse of time or both) a default under any such material loan or credit agreement, indenture, mortgage or other agreement or instrument known to such counsel, and expenses owed to Purchaser (ii) this Amendment, and the Agreements and the Notes as amended hereby, constitute the legal, valid and binding obligations and agreements of the Company, enforceable against the Company in accordance with the Facility Documentstheir respective terms, in each caseexcept as enforcement may be limited by applicable bankruptcy, in immediately available fundsinsolvency, and without deductionreorganization, set-off moratorium or counterclaim; (b) a copy of this Amendment duly executed by each of the parties hereto; (c) a (i) copy of the Amendment Number Two similar laws or equitable principles relating to the Second Amended and Restated Pricing Side Letter to the Master Repurchase Agreement, dated as of the date hereof (the “Amendment No. 2”), (ii) the Amendment Number Three to the Second Amended and Restated Master Repurchase Agreement, dated as of the date hereof, (iii) the Amendment Number Eight to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties thereto; (d) the first installment of the Renewal Fee (as defined in the Amendment No. 2); and (e) any other documents reasonably requested by Purchaser on or prior to the date hereoflimiting creditors' rights generally.

Conditions to Effectiveness of this Amendment. This Amendment shall become effective on the day (the “Effective Date”) when Seller shall have paid or delivered, as applicable, to Purchaser all of the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaser: (a) all accrued and unpaid fees and expenses owed to Purchaser in accordance with the Facility Documents, in each case, in immediately available funds, and without deduction, set-off or counterclaim; (b) a copy Notwithstanding any other provision of this Amendment duly executed by each and without affecting in any manner the rights of the parties hereto; (c) a Lenders hereunder, it is understood and agreed that this Amendment shall not become effective, and the Broker/Dealer shall have no rights under this Amendment, until the Administrative Agent shall have received (i) copy such fees as the Broker/Dealer has previously agreed to pay the Administrative Agent, any of its affiliates or the Amendment Number Two to the Second Amended and Restated Pricing Side Letter to the Master Repurchase Agreement, dated as of the date hereof (the “Amendment No. 2”)Lenders in connection with this Amendment, (ii) reimbursement or payment of its costs and expenses incurred in connection with this Amendment or the Amendment Number Three Credit Agreement (including reasonable fees, charges and disbursements of King & Spalding LLP, counsel to the Second Amended and Restated Master Repurchase Agreement, dated as of the date hereof, (iiiAdministrative Agent) the Amendment Number Eight to the Pricing Side Letter extent invoiced prior to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (viiii) each of the Second Amended following documents: (a) executed counterparts to this Amendment from the Broker/Dealer and Restated Acknowledgment the Lenders; (b) amended and restated (if applicable) Revolving Notes in the form attached hereto as Exhibit A executed by the Broker/Dealer in favor of each Lender; (c) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Broker/Dealer as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which the Broker/Dealer is a party or is to be a party; (d) certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of the Broker/Dealer and each guarantor of the Obligations; (e) a written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Weil, Gotshal & ▇▇▇▇▇▇ LLP, New York counsel and/or in-house counsel to the Broker/Dealer covering such other matters relating to the Broker/Dealer, this Amendment or the transactions contemplated hereby as the Administrative Agent shall reasonably request; (f) executed counterparts to an amendment and reaffirmation of that certain Guaranty Agreement, dated as of March 3, 2014, among Parent, Trinity Acquisition PLC, certain other subsidiaries of the date hereofParent party thereto as guarantors and the Administrative Agent, in each case duly executed by each the form of Exhibit B attached hereto and made a part hereof (the parties thereto; (d) the first installment of the Renewal Fee (as defined in the Amendment No. 2“Guaranty Amendment”); and (eg) any other documents reasonably requested by Purchaser on evidence that all governmental and third-party consents and approvals to this Amendment have been obtained (all of which shall be final, with no waiting period to expire or prior to the date hereofongoing governmental inquiry or investigation).

Conditions to Effectiveness of this Amendment. This Amendment shall become be effective on as of the day date hereof when and if (such date being the “Effective Amendment Date”) when Seller shall have paid or delivered, as applicable, to Purchaser all of the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaserconditions are satisfied: (a) The Administrative Agent shall have received the following, each dated as of the Amendment Date, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Amendment, duly executed by the Borrower and Bank of America, N.A., in its capacity as the Administrative Agent, Lender, and LC Issuing Bank; (ii) certified copies of the resolutions of the Board of Directors of the Borrower approving this Amendment and the Amended Credit Agreement, and of all accrued documents evidencing other necessary corporate action with respect to this Amendment and unpaid fees the Amended Credit Agreement; (iii) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and expenses owed true signatures of the officers of the Borrower authorized to Purchaser in accordance with sign this Amendment and the Facility Documentsother documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the charter and the bylaws of the Borrower, in each casecase in effect on such 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, in immediately available fundsdelivery, and without deductionperformance of this Amendment and the Amended Credit Agreement; (iv) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request; (v) a favorable opinion of special New York counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request; and (vi) such other certifications, set-off opinions, financial or counterclaim;other information, approvals and documents as the Administrative Agent or any Lender or LC Issuing Bank may reasonably request, all in form and substance satisfactory to the Administrative Agent or such other Lender or LC Issuing Bank (as the case may be). (b) a copy Each of the representations and warranties in Section 3 of this Amendment duly executed by each of the parties hereto; (c) a (i) copy of the Amendment Number Two to the Second Amended shall be true and Restated Pricing Side Letter to the Master Repurchase Agreement, dated as of the date hereof (the “Amendment No. 2”), (ii) the Amendment Number Three to the Second Amended and Restated Master Repurchase Agreement, dated as of the date hereof, (iii) the Amendment Number Eight to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties thereto; (d) the first installment of the Renewal Fee (as defined in the Amendment No. 2); and (e) any other documents reasonably requested by Purchaser on or prior to the date hereofcorrect.

Conditions to Effectiveness of this Amendment. This Amendment shall --------------------------------------------- become effective on when the day (the “Effective Date”) when Seller Agent shall have paid or deliveredreceived at least eight (8) counterparts of this Amendment, as applicableduly executed by the Company and each Bank and acknowledged by NCFC, to Purchaser all of provided the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaserconditions are satisfied: (a) all accrued Before and unpaid fees after giving effect to this Amendment, the representations and expenses owed to Purchaser warranties of the Company in accordance with Section 3 of the Facility Documents, in each case, in immediately available fundsCredit Agreement and Section 5 of the Pledge and Security Agreement, and without deductionof NCFC in Section 15 of the Guaranty, set-off or counterclaim;shall be true and correct as though made on the date hereof, except for changes that are permitted by the terms of the Credit Agreement. (b) a copy Before and after giving effect to this Amendment, no Event of this Amendment duly executed by each Default and no Unmatured Event of Default shall have occurred and be continuing under the parties hereto;Credit Agreement. (c) a (i) copy No material adverse change in the business, assets, financial condition or prospects of the Amendment Number Two Company or NCFC shall have occurred since the Effective Date. (d) The following shall have been delivered to the Second Amended Agent, each duly executed or certified, as the case may be, and Restated Pricing Side Letter to the Master Repurchase Agreement, dated as of the date hereof of delivery thereof: (i) an amendment to the “Amendment No. 2”)Guaranty, in the form of Exhibit C hereto, duly executed by the Guarantor; (ii) certified copies of resolutions of the Amendment Number Three Board of Directors of the Company authorizing or ratifying the execution, delivery and performance of this Amendment, the Working Capital Security Agreement, the New Note(s) and the amendment to the Second Amended and Restated Master Repurchase Agreement, dated as of the date hereof, Guaranty described in clause (i) above; (iii) a certified copy of any amendment or restatement of the Amendment Number Eight Articles of Incorporation or the By-laws of the Company made or entered following the date of the most recent certified copies thereof furnished to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, Banks; (iv) certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment, the Amendment Number Three to the Pricing Side Letter to the Loan and Working Capital Security Agreement, dated as of the date hereof, New Note(s) and the amendment to the Guaranty described in clause (i) above; (v) the Amendment Number Six a favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇, General Counsel to NCFC and senior legal counsel to the Loan Company, addressed to the Banks, as to the matters and Security Agreement, dated as of to the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties thereto; (d) the first installment of the Renewal Fee (as defined in the Amendment No. 2)effect set forth on Exhibit B hereto; and (evi) any such other documents documents, instruments, opinions and approvals as the Agent may reasonably requested by Purchaser on or prior to the date hereofrequest.

Conditions to Effectiveness of this Amendment. This Amendment shall become effective as of the date on which the day following conditions precedent have been satisfied (the “Effective Date”) when Seller shall have paid or delivered, as applicable, to Purchaser all of the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaser:): (a) all accrued the Administrative Agent shall have received counterparts of this Amendment duly executed and unpaid fees and expenses owed to Purchaser in accordance with delivered by each of the Facility DocumentsBorrowers, in each casethe Guarantor, in immediately available fundsthe Administrative Agent, the Required Lenders, and without deduction, set-off or counterclaimeach Extending Lender; (b) the Administrative Agent shall have received a copy certificate of a Responsible Officer or the Secretary or Assistant Secretary of (i) each Loan Party (or the general partner thereof) dated the Effective Date certifying that (A) attached thereto are the resolutions and consent of such Loan Party’s (or general partner thereof’s) Board of Directors (or similar governing body) approving and authorizing the execution, delivery and performance of this Amendment duly and the extension of the Scheduled Maturity Date of each Extending Lender effected pursuant to Section 2, (B) there have been no amendments or other modifications to the Constituent Documents of such Loan Party since the Amendment No. 3 Effective Date (or, solely with respect to Gulf South, the Amendment No. 4 Effective Date) or attaching thereto true, correct, and complete copies of any such amendments or modifications or the amended or otherwise modified Constituent Documents of such Loan Party, and (C) attached thereto are the names and true signatures of each officer of such Loan Party (or general partner thereof) that has been authorized to execute and deliver any Loan Document or other document required under the Credit Agreement to be executed and delivered by or on behalf of such Loan Party and (ii) each of BGL and the parties heretoGeneral Partner dated the Effective Date certifying that there have been no amendments or other modifications to the Constituent Documents of such Person since the Amendment No. 3 Effective Date or attaching thereto true, correct, and complete copies of any such amendments or modifications or the amended or otherwise modified Constituent Documents of such Person; (c) a (i) copy of all governmental and third party approvals necessary in connection with this Amendment and the Amendment Number Two to the Second Amended and Restated Pricing Side Letter to the Master Repurchase Agreement, dated as of the date hereof (the “Amendment No. 2”), (ii) the Amendment Number Three to the Second Amended and Restated Master Repurchase Agreement, dated as of the date hereof, (iii) the Amendment Number Eight to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to transactions contemplated by the Loan Documents shall have been obtained and Security Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan be in full force and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties theretoeffect; (d) the first installment Borrowers shall have paid all other fees and expenses (including reasonable fees of counsel) which are then due and payable to the Administrative Agent or the Lenders, including all fees due and payable under that certain Fee Letter dated as of June 30, 2023, among the Borrowers, ▇▇▇▇▇ Fargo Securities, LLC, and ▇▇▇▇▇ Fargo Bank, N.A.; (e) the Administrative Agent shall have received a certificate of good standing, dated as of a recent date, from the Secretary of State of the Renewal Fee (as defined in State of Delaware with respect to each Loan Party, BGL, and the Amendment No. 2)General Partner; and (ef) any other documents reasonably requested the representations and warranties made by Purchaser each Loan Party in Section 5 shall be true and correct on or prior to the date hereof.

Conditions to Effectiveness of this Amendment. This Notwithstanding any other provision of this Amendment and without affecting in any manner the rights of the Lenders hereunder, it is understood and agreed that this Amendment shall not become effective on effective, and the day (the “Effective Date”) when Seller Borrower shall have paid no rights under this Amendment, until the Administrative Agent shall have received (i) such fees as the Borrower has previously agreed to pay the Administrative Agent or deliveredany of its affiliates in connection with this Amendment, as applicable(ii) reimbursement or payment of the costs and expenses of the Administrative Agent incurred in connection with this Amendment or the Credit Agreement (including reasonable fees, charges and disbursements of King & Spalding LLP, counsel to Purchaser all the Administrative Agent), and (iii) each of the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaserdocuments: (a) all accrued executed counterparts to this Amendment from the Borrower, each of the Subsidiary Loan Parties and unpaid fees and expenses owed to Purchaser in accordance with Lenders constituting at least the Facility Documents, in each case, in immediately available funds, and without deduction, set-off or counterclaimRequired Lenders; (b) a copy of this executed counterparts to the Amendment duly executed by to the Guaranty Agreement from the Borrower, each of the parties heretoSubsidiary Loan Parties and the Administrative Agent in the form of Schedule I; (c) a (i) copy certificate of the Amendment Number Two to Secretary or Assistant Secretary of each Loan Party, attaching and certifying copies of resolutions of its board of directors, authorizing the Second Amended execution, delivery and Restated Pricing Side Letter to the Master Repurchase Agreement, dated as performance of the date hereof (Amendment, certifying the “Amendment No. 2”)name, (ii) title and true signature of each officer of such Loan Party executing the Amendment Number Three to and confirming that the Second Amended articles of incorporation and Restated Master Repurchase Agreement, dated as of bylaws have not changed since the date hereof, (iii) the Amendment Number Eight to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties theretoClosing Date; (d) a favorable written opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, General Counsel to the first installment Loan Parties, addressed to the Administrative Agent, the Issuing Bank and each of the Renewal Fee (as defined in Lenders, and covering such matters relating to the Loan Parties, the Amendment No. 2and the transactions contemplated herein as the Administrative Agent shall reasonably request; (e) certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of each Loan Party (other than those identified in Section 5 below); and (ef) certified copies of all consents, approvals, authorizations, registrations and filings and orders, if any, required to be made or obtained under any other documents reasonably requested Requirement of Law, or by Purchaser on any material Contractual Obligation of each Loan Party, in connection with the execution, delivery, performance, validity and enforceability of this Amendment or prior to any of the date hereoftransactions contemplated hereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any Governmental Authority related thereto shall be ongoing.

Conditions to Effectiveness of this Amendment. This Amendment shall --------------------------------------------- become effective on when the day (the “Effective Date”) when Seller Agent shall have paid or deliveredreceived at least eight (8) counterparts of this Amendment, as applicableduly executed by the Company and each Lender and acknowledged by NCFC, to Purchaser all of provided the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaserconditions are satisfied: (a) all accrued Before and unpaid fees after giving effect to this Amendment, the representations and expenses owed to Purchaser warranties of the Company in accordance with Section 3 of the Facility Documents, in each case, in immediately available fundsCredit Agreement and Section 5 of the Pledge and Security Agreement, and without deductionof NCFC in Section 15 of the Guaranty, set-off or counterclaim;shall be true and correct as though made on the date hereof, except for changes that are permitted by the terms of the Credit Agreement. (b) a copy Before and after giving effect to this Amendment, no Event of this Amendment duly executed by each Default and no Unmatured Event of Default shall have occurred and be continuing under the parties hereto;Credit Agreement. (c) a (i) copy No material adverse change in the business, assets, financial condition or prospects of the Amendment Number Two Company or NCFC shall have occurred since the Effective Date. (d) The following shall have been delivered to the Second Amended Agent, each duly executed or certified, as the case may be, and Restated Pricing Side Letter to the Master Repurchase Agreement, dated as of the date hereof of delivery thereof: (i) a new Working Capital Note payable to each Lender holding a Working Capital Commitment, in the amount of such Lender's respective Working Capital Commitment Amount after giving effect to any increase thereof (the “Amendment No. 2”"New Note"), duly executed by the Company; (ii) the Amendment Number Three to the Second Amended and Restated Master Repurchase Agreement, dated as certified copies of resolutions of the date hereofBoard of Directors of the Company authorizing or ratifying the execution, delivery and performance of this Amendment and the New Note; (iii) a certified copy of any amendment or restatement of the Amendment Number Eight Articles of Incorporation or the By-laws of the Company made or entered following the date of the most recent certified copies thereof furnished to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, Lenders; (iv) certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment and the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, New Note; (v) the Amendment Number Six a favorable opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, General Counsel to NCFC and senior legal counsel to the Loan Company, addressed to the Banks, as to the matters and Security Agreement, dated as of to the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties thereto; (d) the first installment of the Renewal Fee (as defined in the Amendment No. 2)effect set forth on Exhibit B hereto; and (evi) any such other documents documents, instruments, opinions and approvals as the Agent may reasonably requested by Purchaser on or prior to the date hereofrequest.

Conditions to Effectiveness of this Amendment. This Amendment shall become effective on as of the day date (the “Effective Date”) when Seller shall have paid or delivered, as applicable, to Purchaser all each of the following fees, expenses, documents and instrumentsconditions precedent shall have been satisfied: Exhibit 10.2 BWP 10-Q 06/30/2009 Exhibit 10.2 ----- (a) The Administrative Agent shall have received on or prior to the Effective Date each of the following, each of which shall be dated the Effective Date unless otherwise indicated or agreed to by the Administrative Agent and in form and substance acceptable satisfactory to Purchaserthe Administrative Agent: (ai) all accrued and unpaid fees and expenses owed to Purchaser in accordance with the Facility Documents, in each case, in immediately available funds, and without deduction, set-off or counterclaim; (b) a copy counterparts of this Amendment duly executed and delivered by each of the parties heretoBorrowers, the MLP, the Administrative Agent, the Issuer, the Swingline Lender and each Lender under the Credit Agreement; (cii) a written commitments duly executed by existing Lenders (ior their Affiliates or Approved Funds) copy or Eligible Assignees in an aggregate amount equal to $300,000,000 and, in the case of the Amendment Number Two each such Eligible Assignee that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Second Amended Administrative Agent and Restated Pricing Side Letter to duly executed by the Master Repurchase AgreementParent Borrower, dated as of the date hereof (the “Amendment No. 2”), (ii) the Amendment Number Three to the Second Amended Administrative Agent and Restated Master Repurchase Agreement, dated as of the date hereof, such Eligible Assignee; (iii) the Amendment Number Eight a favorable opinion of (A) V▇▇▇▇▇ & E▇▇▇▇▇ LLP, counsel to the Pricing Side Letter Loan Parties, and (B) in-house counsel to the Mortgage Loan Participation Purchase Parties, each addressed to the Administrative Agent, the Lenders and Sale Agreement, dated the Issuers and addressing such matters as of the date hereof, Administrative Agent may reasonably request; (iv) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party that has been authorized to execute and deliver this Amendment Number Three and the other documents required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the resolutions of such Loan Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Amendment and the other documents required hereunder to be executed and delivered by or on behalf of such Loan Party and (C) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) and the by-laws (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) and the by-laws (or equivalent Constituent Document) previously delivered to the Pricing Side Letter to Administrative Agent on the Loan and Security AgreementEffective Date (or if there has been such a change, dated as of the date hereof, attaching a certified copy thereof); (v) a certificate of the Amendment Number Six chief financial officer of each Borrower in his capacity as such (and not in his individual capacity), in form and substance satisfactory to the Loan and Security AgreementAdministrative Agent, dated as attesting to the solvency of the date hereof, Borrowers and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of MLP after giving effect to the date hereof, in each case duly executed by each of the parties thereto; (d) the first installment of the Renewal Fee (as defined in the Amendment No. 2)Revolving Credit Commitment Increase contemplated hereby; and (evi) any other documents reasonably requested by Purchaser on or prior a certificate of a Responsible Officer of the Borrowers to the date hereof.effect that the conditions set forth in Section 4.2(b) (

Conditions to Effectiveness of this Amendment. This Amendment shall become effective on the day date on which the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “First Amendment Effective Date”) when Seller shall have paid or delivered, as applicable, to Purchaser all of the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaser:): (a) all accrued The Administrative Agent shall have received a counterpart of this Amendment, executed and unpaid fees delivered by a duly authorized officer of the Parent Borrower and expenses owed to Purchaser in accordance with each Lender party hereto (who, for the Facility Documentsavoidance of doubt, in each case, in immediately available funds, and without deduction, set-off or counterclaim;constitute Required Lenders). (b) a copy The Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable and documented out- of-pocket fees and expenses of this legal counsel), on or before the First Amendment duly executed by each of the parties hereto;Effective Date. (c) a The Administrative Agent shall have received (i) copy a certificate of the Amendment Number Two to the Second Amended and Restated Pricing Side Letter to the Master Repurchase AgreementParent Borrower, dated as of the date hereof (the “Amendment No. 2”), (ii) the Amendment Number Three to the Second Amended and Restated Master Repurchase Agreement, dated as of the date hereof, (iii) substantially in the Amendment Number Eight form of Exhibit C to the Pricing Side Letter Credit Agreement, with appropriate insertions and attachments, including the certificate of incorporation of the Parent Borrower certified by the relevant authority of the jurisdiction of organization of the Parent Borrower or a certification that such documents have not been amended since such documents were previously delivered to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, Administrative Agent and (viii) a long-form good standing certificate for the Second Amended and Restated Acknowledgment Agreement, dated as Parent Borrower from the applicable jurisdiction of the date hereof, in each case duly executed by each of the parties thereto;organization. 509265-2090-14997-Active.27751355.4 (d) the first installment Immediately prior to and after giving effect to this Amendment (i) no Default or Event of Default shall have occurred and be continuing and (ii) each of the Renewal Fee representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except that any representations and warranties which expressly relate to an earlier date shall be true and correct in all material respects as defined in the Amendment No. 2of such earlier date); and. (e) any other documents reasonably requested The Administrative Agent shall have received a certificate signed by Purchaser on or prior to a duly authorized officer of the date hereofParent Borrower certifying that the conditions specified in clause (d) of this Section 3 have been satisfied as of the First Amendment Effective Date.

Conditions to Effectiveness of this Amendment. This Amendment shall become effective upon the first date on the day (the “Effective Date”) when Seller shall have paid or delivered, as applicable, to Purchaser all which each of the following feesconditions precedent shall have been satisfied (or waived) (such date, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaser:the “Fifth Amendment Closing Date”): (a) this Amendment shall have been executed and delivered by the Borrower, each Subsidiary Guarantor, each 2023 Incremental Term Lender and the Administrative Agent; (b) the Administrative Agent or other applicable Person shall have received all accrued fees and unpaid other amounts due and payable to any Person on or prior to the Fifth Amendment Closing Date, including, to the extent invoiced three (3) days prior to the Fifth Amendment Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses of the Administrative Agent (including the reasonable and documented legal fees and expenses owed of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to Purchaser in accordance with the Facility DocumentsAdministrative Agent), in each case, in immediately available funds, and without deduction, set-off to the extent required to be reimbursed or counterclaim; (b) a copy of this Amendment duly executed paid by each of the parties heretoBorrower under any Loan Document; (c) a at the time of and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on such date; (id) copy each of the Amendment Number Two representations and warranties made by any Loan Party set forth in Article V of the Credit Agreement or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to the Second Amended “materiality” or “Material Adverse Effect” shall be true and Restated Pricing Side Letter to the Master Repurchase Agreement, dated correct in all respects) on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (the except that any representation and warranty that is qualified as to “Amendment No. 2”materiality” or “Material Adverse Effect” shall be true and correct in all respects), ; (iie) the Amendment Number Three Administrative Agent and the 2023 Incremental Term Lenders shall have received, at least three business days prior to the Second Amended Fifth Amendment Closing Date, all documentation and Restated Master Repurchase Agreement, dated as of the date hereof, (iii) the Amendment Number Eight other information related to the Pricing Side Letter to Borrower or any Guarantor required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation including, without limitation, the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereofPatriot Act, in each case duly executed to the extent requested by each of the parties theretoAdministrative Agent or the 2023 Incremental Term Lenders from the Borrower in writing at least five business days prior to the Fifth Amendment Closing Date, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), a certificate regarding beneficial ownership as required by the Beneficial Ownership Regulation with respect to the Borrower; (f) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower stating that the conditions set forth in clauses (c) and (d) of this Section 3 have been satisfied; (g) the first installment Administrative Agent shall have received such certificates, copies of Organization Documents of the Renewal Fee (Loan Parties, resolutions or other action and incumbency certificates of Responsible Officers of each Loan Party, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as defined a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Fifth Amendment No. 2)Closing Date; and (eh) any other documents reasonably requested by Purchaser on or prior the Administrative Agent shall have received a favorable written opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇, special counsel for the Borrower addressed to the date hereofAdministrative Agent and the Lenders party hereto in a form reasonably satisfactory to the Administrative Agent.

Conditions to Effectiveness of this Amendment. This Amendment shall --------------------------------------------- become effective on when the day (the “Effective Date”) when Seller Agent shall have paid or deliveredreceived at least four (4) counterparts of this Amendment, as applicableduly executed by the Company and each Lender and acknowledged by NCFC, to Purchaser all of provided the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaserconditions are satisfied: (a) all accrued Before and unpaid fees after giving effect to this Amendment, the representations and expenses owed to Purchaser warranties of the Company in accordance with Section 3 of the Facility DocumentsCredit Agreement and Section 5 of the Pledge and Security Agreement shall be true and correct as though made on the date hereof, in each case, in immediately available funds, and without deduction, set-off or counterclaim;except for changes that are permitted by the terms of the Credit Agreement. (b) a copy Before and after giving effect to this Amendment, no Event of this Amendment duly executed by each Default and no Unmatured Event of the parties hereto;Default shall have occurred and be continuing. (c) a (i) copy No material adverse change in the business, assets, financial condition or prospects of the Amendment Number Two Company shall have occurred since the Effective Date. (d) The following shall have been delivered to the Second Amended Agent, each duly executed or certified, as the case may be, and Restated Pricing Side Letter to the Master Repurchase Agreement, dated as of the date hereof of delivery thereof: (i) executed copies of new Warehousing Promissory Notes in favor of BNY and First Chicago (the “Amendment No. 2”new Warehousing Promissory Notes herein referred to collectively as "New Bank Notes" and individually as a "New Bank Note"), ; (ii) the Amendment Number Three to the Second Amended and Restated Master Repurchase Agreement, dated as certified copies of resolutions of the date hereofBoard of Directors of the Company authorizing or ratifying the execution, delivery and performance of this Amendment and the New Bank Notes; (iii) a certified copy of any amendment or restatement of the Amendment Number Eight Articles of Incorporation or the By-laws of the Company made or entered following the date of the most recent certified copies thereof furnished to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, Lenders; (iv) certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment and the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, New Bank Notes; (v) the Amendment Number Six a favorable opinion of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, counsel to the Loan Company and Security AgreementNCFC, dated addressed to the Lenders, as of to the date hereof, matters and (vi) to the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties thereto; (d) the first installment of the Renewal Fee (as defined in the Amendment No. 2)effect set forth on Exhibit I hereto; and (evi) any such other documents documents, instruments, opinions and approvals as the Agent may reasonably requested by Purchaser on or prior to the date hereofrequest.

Conditions to Effectiveness of this Amendment. This Notwithstanding any other provision of this Amendment and without affecting in any manner the rights of the Lenders hereunder, it is understood and agreed that this Amendment shall not become effective on effective, and the day (the “Effective Date”) when Seller Borrower shall have paid or deliveredno rights under this Amendment, as applicable, to Purchaser all of until the following fees, expenses, documents and instruments, each of which Administrative Agent shall be in form and substance acceptable to Purchaserhave received: (a) all accrued and unpaid fees and expenses owed a counterpart of this Amendment signed by or on behalf of each party hereto or written evidence satisfactory to Purchaser in accordance with the Facility Documents, in each case, in immediately available funds, and without deduction, set-off Administrative Agent (which may include telecopy or counterclaimother electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) a copy of this that certain First Amendment duly executed by each of the parties hereto; (c) a (i) copy of the Amendment Number Two to the Second Third Amended and Restated Pricing Side Letter to the Master Repurchase Agreement, dated as of the date hereof (the “Amendment No. 2”), (ii) the Amendment Number Three to the Second Amended and Restated Master Repurchase Revolving Credit Agreement, dated as of the date hereof, (iii) the Amendment Number Eight to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed and delivered by each of the parties thereto; (c) a certificate of the Secretary or Assistant Secretary of the General Partner in the form of Exhibit 3.1(b)(iv) to the Credit Agreement, attaching and certifying copies of (i) the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of the Borrower and the General Partner, (ii) the bylaws, the partnership agreement, or comparable organizational documents and authorizations of the Borrower and the General Partner and (iii) resolutions of the board of directors or comparable governing body of the General Partner and the General Partner on behalf of the Borrower, authorizing the execution, delivery and performance of the Loan Documents by the Borrower; (d) certificates of good standing or existence, as may be available from the first installment Secretary of State of the Renewal Fee jurisdiction of organization of the Borrower and the General Partner, and copies of online verification statements of good standing or existence for each other jurisdiction where the Borrower is required to be qualified to do business as a foreign corporation; (e) a certificate signed by a Responsible Officer, certifying the name, title and true signature of each officer of the General Partner executing the Loan Documents on behalf of the Borrower to which the Borrower is a party; (f) favorable written opinion(s) of in-house counsel to the Borrower, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Borrower and the General Partner, this Amendment and the Credit Agreement (as defined amended by this Amendment) and the transactions contemplated therein as the Administrative Agent shall reasonably request; (g) a certificate in the Amendment No. 2form reasonably satisfactory to the Administrative Agent, dated the date hereof and signed by a Responsible Officer, certifying that, (i) no Default or Event of Default exists, (ii) no default or event of default exists in respect of any Material Indebtedness, (iii) after giving effect to this Amendment, the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects (other than representations and warranties expressly stated to be made as of an earlier date), (iv) since November 10, 2016, there has been no change which has had or could reasonably be expected to have a Material Adverse Effect; and (eh) any other documents reasonably requested by Purchaser on payment of fees as set forth in that certain Fee Letter, dated August 28, 2017 among SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc., SunTrust Bank and the Borrower and reimbursement or prior payment of the Administrative Agent’s costs and expenses incurred in connection with this Amendment or the Credit Agreement (including reasonable fees, charges and disbursements of King & Spalding LLP, counsel to the date hereofAdministrative Agent).

Conditions to Effectiveness of this Amendment. This Amendment shall become effective on the day as of May 31, 2018 (the “Amendment No. 1 Effective Date”) when Seller when: i. this Amendment shall have paid been executed and delivered by the Borrowers, the Subsidiary Loan Parties, each New Revolving Lender, each Refinancing Term Lender and the Administrative Agents; ii. the Administrative Agents shall have received a certificate of a Responsible Officer of each Loan Party dated the date hereof certifying (w) that attached thereto is a true and complete copy of the Organizational Documents of such Loan Party and, to the extent applicable, certified as of a recent date by the appropriate governmental official, (x) that attached thereto is a good standing certificate (to the extent such concept is known in the relevant jurisdiction) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or deliveredformation dated a recent date prior to the Amendment No. 1 Effective Date, (y) that attached is a true and complete copy of the resolutions duly adopted by the board of directors or similar governing body of each Loan Party, or duly constituted committee thereof (including, with regard to the U.K. Borrower, shareholder resolutions), authorizing the execution, delivery and performance of this Amendment, all documents executed in connection therewith, the borrowings thereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on such date and (z) as to the incumbency and specimen signature of each Responsible Officer executing this Amendment and any document executed in connection therewith and countersigned by another officer as to the incumbency and specimen signature of the Responsible Officer executing such certificate which shall also include a certification that (A) borrowing or guaranteeing or securing, as appropriate, the aggregate Commitments under the Credit Agreement and any other Loan Document would not cause any borrowing, guarantee, security or similar limit binding on a Loan Party to be exceeded, as applicable and (B) each copy document relating to it specified in this Section 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date earlier than the Amendment No. 1 Effective Date; iii. the applicable Administrative Agent shall have received notices of borrowing of Refinancing Term Loans and New Revolving Loans, if applicable, and notices of prepayment relating to Purchaser all of the following fees, expenses, documents and instruments, each of which Refinanced Term Loans; iv. the applicable Administrative Agent shall be have received a promissory note in form and substance reasonably acceptable to Purchaser: (a) all accrued and unpaid fees and expenses owed to Purchaser in accordance with the Facility Documents, in each case, in immediately available funds, and without deduction, set-off or counterclaim; (b) a copy of this Amendment duly applicable Administrative Agent executed by the applicable Borrower in favor of each of the parties hereto; Lender that requests such a promissory note at least three (c3) a (i) copy Business Days in advance of the Amendment Number Two to No. 1 Effective Date; v. the Second Amended representations and Restated Pricing Side Letter to warranties set forth in Article 3 of the Master Repurchase Agreement, dated Credit Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the date hereof (the “Amendment No. 2”), (ii) the Amendment Number Three both before and after giving effect to the Second Amended transactions contemplated by this Amendment) with the same effect as though made on and Restated Master Repurchase Agreement, dated as of the date hereof, (iii) the Amendment Number Eight except to the Pricing Side Letter extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; vi. the Mortgage Loan Participation Purchase representations and Sale Agreement, dated warranties in Section 4 of this Amendment shall be true and correct in all material respects as of the date hereof; vii. each New Revolving Lender, Refinancing Term Lender and the Administrative Agents shall have received at least two (2) Business Days prior to the date hereof all documentation and other information about the Borrowers and the Subsidiary Loan Parties required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act that has been requested in writing at least five (5) Business Days prior to the date hereof; viii. the applicable Administrative Agents shall have received, on behalf of themselves and the applicable Lenders, a favorable written opinion from each of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, LLP, New York and Illinois counsel for the Loan Parties and ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ London LLP, U.K. counsel for the Tranche A Term Loan Administrative Agent and Revolving Facility Administrative Agent, in each case, (ivA) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, (vB) addressed to the applicable Administrative Agents and the applicable Lenders and (C) in form and substance reasonably satisfactory to the applicable Administrative Agents and covering such other matters relating to this Amendment as the applicable Administrative Agents shall reasonably request; ix. no Default or Event of Default shall exist on the date hereof before or after giving effect to the Refinancing Term Loans and any New Revolving Loans and the use of proceeds thereof; x. all fees and expenses required to be paid by (or on behalf of) the Amendment Number Six Borrowers to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties thereto; (d) the first installment of the Renewal Fee (as defined in Administrative Agent pursuant to any written agreement with any Borrower entered into on or before the Amendment No. 1 Effective Date and invoiced at least two (2)) Business Days prior to the Amendment No. 1 Effective Date shall have been paid in full in cash; xi. the Tranche A Term Loan Administrative Agent and Revolving Facility Administrative Agent shall have received a Parent Guaranty executed by the U.S. Borrower, the Tranche A Term Loan Administrative Agent and Revolving Facility Administrative Agent, in form and substance reasonably acceptable to the Tranche A Term Loan Administrative Agent and Revolving Facility Administrative Agent; and xii. at least two (e2) any other documents reasonably requested by Purchaser on or days prior to the date hereof, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower. The Borrowing of the Refinancing Term Loans and any New Revolving Loans shall be deemed to constitute a representation and warranty by the applicable Borrower on the Amendment No. 1 Effective Date as to the matters specified in paragraphs (e) and (i) above.

Conditions to Effectiveness of this Amendment. This Amendment shall become effective on the day (the “Effective Date”) when Seller shall have paid or delivered, as applicable, to Purchaser all of the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaser: (a) all accrued and unpaid fees and expenses owed to Purchaser in accordance with the Facility Documents, in each case, in immediately available funds, and without deduction, set-off or counterclaim; (b) a copy Notwithstanding any other provision of this Amendment duly executed by each and without affecting in any manner the rights of the parties hereto; (c) a Lenders hereunder, it is understood and agreed that this Amendment shall not become effective, and the Borrowers shall have no rights under this Amendment, until the Administrative Agent shall have received (i) copy reimbursement or payment of its costs and expenses incurred in connection with this Amendment or the Amendment Number Two Credit Agreement (including reasonable fees, charges and disbursements of King & Spalding LLP, counsel to the Second Amended and Restated Pricing Side Letter to the Master Repurchase Agreement, dated as of the date hereof (the “Amendment No. 2”Administrative Agent), (ii) executed counterparts to this Amendment from the Amendment Number Three to the Second Amended and Restated Master Repurchase AgreementBorrowers, dated as each of the date hereofGuarantors and the Lenders, and (iii) a certificate signed by an Authorized Signatory of each Credit Party, including a certificate of incumbency with respect to each Authorized Signatory of such Credit Party, together with appropriate attachments which shall include, without limitation, the Amendment Number Eight to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as following: (A) a copy of the date hereofcertificate of incorporation of such Credit Party certified to be true, complete and correct by the Secretary of State of the State of such Credit Party’s incorporation or certification that such certificate of incorporation delivered in connection with the First Amendment has not been modified or amended in any manner, (ivB) the Amendment Number Three to the Pricing Side Letter to the Loan a true, complete and Security Agreement, dated as correct copy of the date hereof, (v) by-laws of such Credit Party or certification that such by-laws delivered in connection with the First Amendment Number Six to the Loan and Security Agreement, dated as of the date hereofhas not been modified or amended in any manner, and (viC) the Second Amended a true, complete and Restated Acknowledgment Agreement, dated as correct copy of the date hereofresolutions of such Credit Party authorizing the execution, in each case duly executed delivery and performance by each such Credit Party of this Amendment, the parties thereto; (d) other Loan Documents and the first installment of the Renewal Fee (as defined in the Amendment No. 2); and (e) any other documents reasonably requested by Purchaser on or prior to the date hereoftransactions contemplated herein.

Conditions to Effectiveness of this Amendment. This Amendment shall become effective on the day date on which the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Fifth Amendment Effective Date”) when Seller shall have paid or delivered, as applicable, to Purchaser all of the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaser:): (a) The Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer of the Parent Borrower and each Lender party hereto (who, for the avoidance of doubt, constitute Required Lenders). (b) The Administrative Agent shall have received) all accrued expenses for which invoices have been presented (including the reasonable and unpaid documented out-of-pocket fees and expenses owed to Purchaser in accordance with the Facility Documentsof legal counsel), in each case, in immediately available funds, and without deduction, set-off on or counterclaim; (b) a copy of this before the Fifth Amendment duly executed by each of the parties hereto;Effective Date. (c) a After giving effect to this Amendment (i) copy no Default or Event of the Amendment Number Two to the Second Amended Default shall have occurred and Restated Pricing Side Letter to the Master Repurchase Agreement, dated as of the date hereof (the “Amendment No. 2”), be continuing and (ii) the Amendment Number Three to the Second Amended and Restated Master Repurchase Agreement, dated as each of the date hereof, (iii) the Amendment Number Eight to the Pricing Side Letter to the Mortgage representations and warranties made by any Loan Participation Purchase and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter Party in or pursuant to the Loan Documents shall be true and Security Agreementcorrect in all material respects (or, dated if such representations and warranties are qualified by materiality, in all respects) on and as of the such date hereof, (v) the Amendment Number Six to the Loan as if made on and Security Agreement, dated as of the such date hereof(except that any representations and warranties which expressly relate to an earlier date shall be true and correct in all material respects (or, if such representations and (viwarranties are qualified by materiality, in all respects) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties thereto;such earlier date). (d) the first installment The Administrative Agent shall have received a certificate signed by a duly authorized officer of the Renewal Fee Parent Borrower certifying that the conditions specified in clause (c) of this Section 3 have been satisfied as defined in of the Fifth Amendment No. 2); and (e) any other documents reasonably requested by Purchaser on or prior to the date hereofEffective Date.

Conditions to Effectiveness of this Amendment. This Notwithstanding any other provision of this Amendment and without affecting in any manner the rights of the holders of the Notes hereunder, it is understood and agreed that this Amendment, including, without limitation, the amendments set forth in Section 1 of this Amendment, shall not become effective, and the Company shall have no rights under this Amendment, until the Noteholders shall have received executed counterparts to this Amendment from the Company, each of the Guarantors and the Noteholders. Without limiting the foregoing, the amendments set forth in Section 2 of this Amendment shall not become effective on until the day (the “Effective Date”) when Seller Noteholders shall have paid received (i) reimbursement or deliveredpayment of their costs and expenses incurred in connection with this Amendment or the Note Agreement (including reasonable fees, as applicablecharges and disbursements of King & Spalding LLP, counsel to Purchaser all the Noteholders), and (ii) each of the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaserdocuments: (a) all accrued and unpaid fees and expenses owed A duly executed copy of an amendment to Purchaser in accordance with the Facility DocumentsCredit Agreement, in each case, in immediately available funds, form and without deduction, set-off or counterclaimsubstance satisfactory to the Noteholders and their counsel; (b) a A copy of this Amendment duly executed each Permitted Senior Unsecured Note Document and the Permitted Senior Unsecured Note Disclosure Document, in each case certified as being complete and correct by each a Responsible Officer of the parties heretoCompany; (c) Evidence that, immediately after giving effect on a (i) copy Pro Forma Basis to the incurrence of the Indebtedness evidenced by the Permitted Senior Unsecured Notes on the Fourth Amendment Number Two Effective Date (after giving effect to the Second Amended and Restated Pricing Side Letter prepayment described in Section 2(v) of the Credit Agreement amendment referred to in clause (a) above), the Master Repurchase Company shall have a Leverage Ratio of no greater than 3.75 to 1.00 as of the most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to paragraph 5A of the Note Agreement; (d) An officer’s certificate, dated as of the date hereof Fourth Amendment Effective Date, signed by the Secretary and a Responsible Officer of each Credit Party (the “Amendment No. 2”)together with certifications as to incumbency and signatures of such officers) with appropriate insertions and deletions, certifying that: (iiA) the Amendment Number Three to the Second Amended and Restated Master Repurchase Agreement, dated as attached thereto are copies of resolutions adopted by of the date hereof, board of directors (iiior equivalent thereof) the Amendment Number Eight to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereofCompany, approving the execution, delivery and performance of this Amendment and the other documents to be executed in connection herewith; (ivB) there have been no changes in the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as articles of incorporation of the date hereof, (v) Company from those delivered in connection with the Amendment Number Six to the Loan and Security Agreement, dated as closing of the date hereofCredit Agreement; (C) no consents, approvals, authorizations, registrations, filings or orders are required to be made or obtained under any Requirement of Law or Material Contract of any Credit Party in connection with the execution, delivery, performance, validity and enforceability of this Amendment and the Permitted Senior Unsecured Note Documents or any of the transactions contemplated hereby or thereby, except those which have been made or obtained and are in full force and effect (with all applicable waiting periods, if any, having expired); and (viD) the Second Amended no Default or Event of Default exists immediately before giving effect to amendments provided for herein and Restated Acknowledgment Agreement, dated as no Default or Event of the date hereof, in each case duly executed by each of the parties theretoDefault will result immediately after giving effect to amendments provided for herein; (de) A written opinion of ▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ PLC, counsel to the first installment Company and the other Credit Parties, addressed to the holders of the Renewal Fee Notes and covering such matters relating to the Credit Parties, this Amendment, the replacement Notes, the Permitted Senior Unsecured Note Documents executed in connection herewith (which may include a reliance letter with respect to the opinions delivered in connection with the offering of the Permitted Senior Unsecured Notes), and the transactions contemplated herein and therein as defined the holders of the Notes shall reasonably request, all in form and substance satisfactory to the Amendment No. 2)holders of the Notes and their counsel; and (ef) Such other documents, instruments, agreements, certifications and opinions as any other documents Noteholder may reasonably requested by Purchaser on or prior to the date hereofrequest.

Conditions to Effectiveness of this Amendment. This Notwithstanding any other provision of this Amendment and without affecting in any manner the rights of the Lenders hereunder, it is understood and agreed that this Amendment shall not become effective on effective, and the day (the “Effective Date”) when Seller Borrower shall have paid or deliveredno rights under this Amendment, as applicable, until the Administrative Agent shall have received: (i) executed counterparts to Purchaser all of this Amendment from the following fees, expenses, documents and instrumentsBorrower, each of the Guarantors and the Lenders; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, authorizing the execution, delivery and performance of this Amendment to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing this Amendment; (iii) certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation of such Loan Party and with respect to the Borrower the States of Texas, Ohio, North Carolina and Virginia where the Borrower is required to be qualified to do business as a foreign corporation; (iv) a favorable written opinion of Ki▇▇▇▇▇▇▇▇ ▇o▇▇▇▇▇▇, LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Amendment, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall be reasonably request; (v) executed amendments to the Loan Facility Agreement and the RIMCO Loan Facility Agreement, in form and substance acceptable satisfactory to Purchaser: (a) all accrued and unpaid fees and expenses owed to Purchaser in accordance with the Facility Documents, in each case, in immediately available funds, and without deduction, set-off or counterclaimAdministrative Agent; (bvi) a copy certified copies of this Amendment duly executed all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the parties hereto; (c) a (i) copy Transaction Documents or any of the Amendment Number Two to the Second Amended and Restated Pricing Side Letter to the Master Repurchase Agreement, dated as of the date hereof (the “Amendment No. 2”), (ii) the Amendment Number Three to the Second Amended and Restated Master Repurchase Agreement, dated as of the date hereof, (iii) the Amendment Number Eight to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereoftransactions contemplated thereby, and (vi) the Second Amended such consents, approvals, authorizations, registrations, filings and Restated Acknowledgment Agreement, dated as of the date hereof, orders shall be in each case duly executed by each of the parties thereto; (d) the first installment of the Renewal Fee (as defined in the Amendment No. 2)full force and effect and all applicable waiting periods shall have expired; and (e) any other documents reasonably requested by Purchaser on or prior to the date hereof.

Conditions to Effectiveness of this Amendment. This Amendment and the amendments contained herein shall become effective on the day date (the “Fourth Effective Date”) when Seller each of the conditions set forth below shall have paid or delivered, as applicable, been fulfilled to Purchaser all the satisfaction of the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to PurchaserAdministrative Agent: (a) The Administrative Agent shall have received counterparts of this Amendment, duly executed and delivered on behalf of the Borrower and the other Loan Parties thereto, as well as allonges to the Revolving Credit Notes or amendments and restatements thereof, and the Supplement and Joinder, duly executed by the parties thereto. (b) No event shall have occurred and be continuing that constitutes an Event of Default, or that would constitute an Event of Default but for the requirement that notice be given or that a period of time elapse, or both. (c) All representations and warranties of the Borrower contained in the Credit Agreement, and all accrued representations and unpaid fees warranties of each other Loan Party in each Loan Document to which it is a party, shall be true and expenses owed correct in all material respects at the Fourth Amendment Effective Date as if made on and as of such Fourth Amendment Effective Date, except that (a) any representation or warranty relating to Purchaser any financial statements shall be deemed to be applicable to the financial statements most recently delivered to the Administrative Agent in accordance with the Facility Documents, in each case, in immediately available funds, provisions of the Loan Documents and without deduction, set-off or counterclaim; (b) a copy of this Amendment duly executed by each of the parties hereto; (c) a (i) copy of the Amendment Number Two other representation or warranty expressly stated to the Second Amended and Restated Pricing Side Letter to the Master Repurchase Agreement, dated be made as of the date hereof (the “Amendment No. 2”), (ii) the Amendment Number Three Closing Date shall not be deemed to the Second Amended and Restated Master Repurchase Agreement, dated have been made as of any date other than the date hereof, (iii) the Amendment Number Eight to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties thereto;Closing Date. (d) The Borrower shall have delivered to the first installment Administrative Agent (1) certified copies of evidence of all corporate and company actions taken by the Borrower and the other Loan Parties to authorize the execution and delivery of this Amendment and the Supplement and Joinder and the other Loan Documents related thereto, (2) certified copies of any amendments to the articles or certificate of incorporation, formation or organization, bylaws, partnership certificate or operating agreement of the Renewal Fee Borrower and each other Loan Party since the date of the Credit Agreement, (3) a certificate of incumbency for the officers or other authorized agents, members or partners of the Borrower and each other Loan Party executing this Amendment and the Supplement and Joinder and the other Loan Documents related thereto, (4) all documents, certificates, resolutions and other items required by Section 2.24 of the Credit Agreement with respect to the Borrower’s request to increase the Aggregate Revolving Commitments and (5) such additional supporting documents as defined in the Amendment No. 2); andAdministrative Agent or counsel for the Administrative Agent reasonably may request. (e) any other The Borrower shall have paid the fees and expenses required to be paid by Section 10 of this Amendment and by the provisions of the Supplement and Joinder. (f) All documents reasonably requested by Purchaser on or prior delivered pursuant to this Amendment must be of form and substance satisfactory to the date hereofAdministrative Agent and its counsel, and all legal matters incident to this Amendment must be satisfactory to the Administrative Agent’s counsel.

Conditions to Effectiveness of this Amendment. This Article I of this Amendment shall become effective on when, and only when, the day following conditions have been satisfied as reasonably determined by Lender in its sole discretion (the “Third Amendment Effective Date”): (a) when Seller Lender shall have paid received a duly authorized and executed copy of this Amendment from each of the Borrowers and the Guarantors. (b) The Lender shall have received the Second Add-On Term Note duly executed and delivered by an authorized officer of the Borrowers in favor of the Lender. (c) Lender shall have received the consent of the Revolving Loan Agent, on behalf of the lenders under the Revolving Loan Agreement, evidencing their consent and approval of the transactions contemplated by this Amendment including, without limitation, amending the Intercreditor Agreement to reflect the same. (d) Lender shall have received a copy of the resolutions of the board of directors (or deliveredequivalent authority) of each Loan Party authorizing the execution, delivery and performance of this Amendment and the other Amendment Documents to which it is a party as certified by the Secretary or an Assistant Secretary of each Loan Party as of the Third Amendment Effective Date; and, such certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate. (e) Lender shall have received good standing certificates or certificates of status or certificates of compliance, as applicable, for each Loan Party dated as of a recent date prior to Purchaser all the Third Amendment Effective Date, issued by the Secretary of State or other appropriate official of each such Loan Party’s jurisdiction of incorporation or formation. (f) The representations and warranties set forth in Section 2.1 of this Amendment shall be true and correct. (g) Borrowers shall have paid the Amendment Fee and, upon funding of the following feesSecond Add-On Term Loan, expenses, documents and instruments, each of which shall be in form and substance acceptable the Second Add-On Funding Fee to Purchaser: (a) all accrued and unpaid fees and expenses owed to Purchaser in accordance with the Facility Documents, in each case, Lender in immediately available funds, and without deduction, set-off or counterclaim;. (bh) a copy of Borrowers shall have paid all reasonable out-of-pocket fees, costs and expenses incurred by Lender in connection with this Amendment duly executed by and each Other Document (including, without limitation, reasonable legal fees and expenses of the parties hereto; (c) a (i) copy of the Amendment Number Two counsel to the Second Amended and Restated Pricing Side Letter to the Master Repurchase Agreement, dated as of the date hereof (the “Amendment No. 2”Lender), (ii) the Amendment Number Three to the Second Amended and Restated Master Repurchase Agreement, dated as of the date hereof, (iii) the Amendment Number Eight to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties thereto; (d) the first installment of the Renewal Fee (as defined in the Amendment No. 2); and (e) any other documents reasonably requested by Purchaser on or prior to the date hereof.

Conditions to Effectiveness of this Amendment. This Amendment shall become be effective on as of the day date first above written (the “Effective Date”) when Seller ), provided the Agent shall have paid or deliveredreceived at least nine (9) counterparts of this Amendment, a new Committed Warehouse Promissory Note in favor of the Agent and each Lender, each duly executed by the Borrower and, as applicableto this Amendment, to Purchaser all of the undersigned Lenders, and the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaserconditions are satisfied: (a) all accrued Before and unpaid fees after giving effect to this Amendment, the representations and expenses owed warranties of the Borrower in Section 5 of the Loan Agreement and Section 5 of the Security Agreement shall be true and correct as though made on the date hereof, except to Purchaser in accordance with the Facility Documents, in each case, in immediately available funds, extent such representations and without deduction, set-off or counterclaim;warranties by their terms are made as of a specific date and except for changes that are permitted by the terms of the Loan Agreement. (b) a copy Before and after giving effect to this Amendment, no Event of this Amendment duly executed by each of the parties hereto;Default and no Default shall have occurred and be continuing. (c) a (i) copy No material adverse change in the business, assets, financial condition or prospects of the Amendment Number Two to Borrower shall have occurred since June 30, 2006. (d) The Agent shall have received the Second Amended following, each duly executed or certified, as the case may be, and Restated Pricing Side Letter to the Master Repurchase Agreement, dated as of the date hereof of delivery thereof: (i) a copy of resolutions of the “Amendment No. 2”)Board of Directors of the Borrower, certified by its respective Secretary or Assistant Secretary, authorizing or ratifying the execution, delivery and performance of this Amendment; (ii) a certified copy of any amendment or restatement of the Amendment Number Three Articles of Incorporation or the Bylaws of the Borrower made or entered following the date of the most recent certified copies thereof furnished to the Second Amended and Restated Master Repurchase Agreement, dated as of the date hereof, (iii) the Amendment Number Eight to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties thereto; (d) the first installment of the Renewal Fee (as defined in the Amendment No. 2)Lenders; and (eiii) any such other documents documents, instruments and approvals as the Agent may reasonably requested by Purchaser on or prior to the date hereofrequest.

Conditions to Effectiveness of this Amendment. This Amendment shall become effective on the day first date (such date, the “Effective Fourth Amendment Closing Date”) when Seller shall have paid or delivered, as applicable, to Purchaser all of the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaserwhen: (a) all accrued this Amendment shall have been executed and unpaid fees delivered by the Borrower, each Subsidiary Guarantor, each 2023 Term B Lender party hereto, each other Lender party hereto and expenses owed to Purchaser in accordance with the Facility Documents, in each case, in immediately available funds, and without deduction, set-off or counterclaimAdministrative Agent; (b) a copy of this the Administrative Agent shall have received all fees and other amounts due and payable to any Person on or prior to the Fourth Amendment duly executed by each of the parties hereto; (c) a Closing Date, including (i) copy those fees payable for the account of the Amendment Number Two to the Second Amended and Restated Pricing Side Letter to the Master Repurchase Agreement, dated each 2023 Term B Lender as of the date hereof (the “Amendment No. 2”), (ii) the Amendment Number Three to the Second Amended and Restated Master Repurchase Agreement, dated as of the date hereof, (iii) the Amendment Number Eight to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, agreed in each case duly executed by each of the parties thereto; (d) the first installment of the Renewal Fee (as defined in the Amendment No. 2); and (e) any other documents reasonably requested by Purchaser writing on or prior to the date hereof.hereof and (ii) to the extent invoiced prior to the Fourth Amendment Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses of the Administrative Agent and 2023 Term B Lenders (including the reasonable and documented legal fees and expenses of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to Deutsche Bank Securities Inc. and the Administrative Agent), in each case, to the extent required to be reimbursed or paid by the Borrower under any Loan Document; (c) at the time of and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on such date; (d) each of the representations and warranties made by any Loan Party set forth in Article V of the Credit Agreement or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects); (e) the Administrative Agent shall have received, at least three business days prior to the Fourth Amendment Closing Date, all documentation and other information related to the Borrower or any Guarantor required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation including, without limitation, the Patriot Act, in each case to the extent requested by the Administrative Agent from the Borrower in writing at least five business days prior to the Fourth Amendment Closing Date, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), a certificate regarding beneficial ownership as required by the Beneficial Ownership Regulation with respect to the Borrower; (f) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower stating that the conditions set forth in clauses (c) and (d) of this Section 2 have been satisfied; (g) the Administrative Agent shall have received such certificates, copies of Organization Documents of the Loan Parties, resolutions or other action and incumbency certificates of Responsible Officers of each Loan Party, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Fourth Amendment Closing Date (or, where applicable, a certification that there have been no changes to such certificates, Organization Documents or other action and incumbency certificates of each Loan Party delivered to the Administrative Agent on the Third Amendment Effective Date); and (h) the Administrative Agent shall have received a favorable written opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel for the Borrower addressed to the Administrative Agent and the Lenders party hereto in a form reasonably satisfactory to the Administrative Agent; and

Conditions to Effectiveness of this Amendment. This Amendment shall become effective on the day first date (such date, the “Effective Fifth Amendment Closing Date”) when Seller shall have paid or delivered, as applicable, to Purchaser all of the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaserwhen: (a) all accrued this Amendment shall have been executed and unpaid fees delivered by the Borrower, each Subsidiary Guarantor, each 2024 Term B Lender party hereto, each other Lender party hereto and expenses owed to Purchaser in accordance with the Facility Documents, in each case, in immediately available funds, and without deduction, set-off or counterclaimAdministrative Agent; (b) a copy of this the Administrative Agent shall have received all fees and other amounts due and payable to any Person on or prior to the Fifth Amendment duly executed by each of the parties hereto; (c) a Closing Date, including (i) copy those fees payable for the account of the Amendment Number Two to the Second Amended and Restated Pricing Side Letter to the Master Repurchase Agreement, dated each 2024 Term B Lender as of the date hereof (the “Amendment No. 2”), (ii) the Amendment Number Three to the Second Amended and Restated Master Repurchase Agreement, dated as of the date hereof, (iii) the Amendment Number Eight to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, agreed in each case duly executed by each of the parties thereto; (d) the first installment of the Renewal Fee (as defined in the Amendment No. 2); and (e) any other documents reasonably requested by Purchaser writing on or prior to the date hereof.hereof and (ii) to the extent invoiced prior to the Fifth Amendment Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses of the Administrative Agent and 2024 Term B Lenders (including the reasonable and documented legal fees and expenses of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to ▇▇▇▇▇ Fargo and the Administrative Agent), in each case, to the extent required to be reimbursed or paid by the Borrower under any Loan Document; (c) at the time of and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on such date; (d) each of the representations and warranties made by any Loan Party set forth in Article V of the Credit Agreement or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects); (e) the Administrative Agent shall have received, at least three business days prior to the Fifth Amendment Closing Date, all documentation and other information related to the Borrower or any Guarantor required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation including, without limitation, the Patriot Act, in each case to the extent requested by the Administrative Agent from the Borrower in writing at least five business days prior to the Fifth Amendment Closing Date, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), a certificate regarding beneficial ownership as required by the Beneficial Ownership Regulation with respect to the Borrower; (f) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower stating that the conditions set forth in clauses (c) and (d) of this Section 2 have been satisfied; (g) the Administrative Agent shall have received such certificates, copies of Organization Documents of the Loan Parties, resolutions or other action and incumbency certificates of Responsible Officers of each Loan Party, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Fifth Amendment Closing Date (or, where applicable, a certification that there have been no changes to such certificates, Organization Documents or other action and incumbency certificates of each Loan Party delivered to the Administrative Agent on the Fourth Amendment Effective Date); and (h) the Administrative Agent shall have received a favorable written opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel for the Borrower addressed to the Administrative Agent and the Lenders party hereto in a form reasonably satisfactory to the Administrative Agent; and

Conditions to Effectiveness of this Amendment. This Notwithstanding any other provision of this Amendment and without affecting in any manner the rights of the Lenders hereunder, it is understood and agreed that this Amendment shall not become effective on effective, and the day (the “Effective Date”) when Seller Borrower shall have paid no rights under this Amendment, until the Administrative Agent shall have received (i) reimbursement or deliveredpayment of its costs and expenses incurred in connection with this Amendment or otherwise outstanding in connection with the Credit Agreement (including reasonable fees and disbursements of King & Spalding LLP, counsel to the Administrative Agent), (ii) an amendment fee for each Lender executing this Amendment in the amount of 0.10% of such Lender's Revolving Commitment and Term Loan (prior to the allocation of any increase to Revolving Commitments arising hereunder), (iii) such other fees as applicable, the Borrower has previously agreed to Purchaser all pay the Administrative Agent or any of its affiliates in connection with this Amendment and (iv) each of the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaserdocuments: (a) all accrued executed counterparts to this Amendment from the Borrower, each of the Guarantors and unpaid fees and expenses owed to Purchaser in accordance with the Facility Documents, in each case, in immediately available funds, and without deduction, set-off or counterclaimLenders; (b) a copy certificate of the Secretary or Assistant Secretary of each Loan Party, attaching and certifying copies of its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents and its bylaws, partnership agreement or limited liability company agreement, or comparable organizational documents (or certifying that the foregoing documents were previously delivered to the Administrative Agent on the Closing Date, have not been amended or modified in any manner and are in full force and effect) and resolutions of its board of directors and holders of its Series A Preferred Stock, authorizing the execution, delivery and performance of this Amendment duly executed by (and the Credit Agreement, as amended hereby) and certifying the name, title and true signature of each officer of the parties heretosuch Loan Party executing this Amendment; (c) a (i) copy certificates of good standing or existence, as may be avail-able from the Secretary of State of the Amendment Number Two jurisdiction of organization of such Loan Party; and (d) a favorable written opinion of counsel to the Second Amended and Restated Pricing Side Letter Loan Parties, as to such matters as the Master Repurchase AgreementAdministrative Agent may request, dated as of the date hereof (the “Amendment No. 2”), (ii) the Amendment Number Three and in form and substance reasonably satisfactory to the Second Amended and Restated Master Repurchase Agreement, dated as of the date hereof, (iii) the Amendment Number Eight to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties thereto; (d) the first installment of the Renewal Fee (as defined in the Amendment No. 2); and (e) any other documents reasonably requested by Purchaser on or prior to the date hereofAdministrative Agent.

Conditions to Effectiveness of this Amendment. This Notwithstanding any other provision of this Amendment and without affecting in any manner the rights of the Lenders hereunder, it is understood and agreed that this Amendment shall not become effective on effective, and the day (the “Effective Date”) when Seller Borrower shall have paid or deliveredno rights under this Amendment, as applicable, to Purchaser all of until the following fees, expenses, documents and instruments, each of which Administrative Agent shall be in form and substance acceptable to Purchaserhave received the following: (a) all accrued executed counterparts to this Amendment from Ethyl, New Borrower, each of the Guarantors and unpaid fees and expenses owed to Purchaser in accordance with the Facility Documents, in each case, in immediately available funds, and without deduction, set-off or counterclaimLenders; (b) a copy of this Amendment The Ethyl Guaranty duly executed by each of the parties heretoEthyl; (c) a (i) copy of the Amendment Number Two A Joinder Agreement to the Second Amended and Restated Pricing Side Letter to the Master Repurchase Agreement, dated as of the date hereof (the “Amendment No. 2”), (ii) the Amendment Number Three to the Second Amended and Restated Master Repurchase Agreement, dated as of the date hereof, (iii) the Amendment Number Eight to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case Agreement duly executed by each of the parties theretoNew Borrower; (d) the first installment Copies of the Renewal Fee Organizational Documents of each of Ethyl and New Borrower, certified by the Secretary of State (or foreign equivalent) of its jurisdiction of organization or, if such document is of a type that may not be so certified, certified by the secretary or similar officer of the applicable Loan Party, together with a good standing certificate from the Secretary of State of its jurisdiction of organization and each other state in which such Person is qualified to do business and, to the extent generally available, a certificate or other evidence of good standing as defined in to payment of any applicable franchise or similar taxes from the Amendment No. 2); and (e) any other documents reasonably requested by Purchaser on or appropriate taxing authority of each of such jurisdictions, each dated a recent date prior to the date hereof; (e) Resolutions of the Governing Body of New Borrower and Ethyl approving and authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to which it is a party, certified by the secretary or similar officer of such Person as being in full force and effect without modification or amendment; (f) Signature and incumbency certificates of the officers of such Person executing the Loan Documents to which it is a party; (g) A duly executed Officer’s Certificate of New Borrower together with appropriate attachments, in each case demonstrating that, after giving effect to the consummation of the transactions contemplated hereby, New Borrower and the Guarantors on a consolidated basis will be Solvent; (h) Evidence that New Borrower shall have assumed all rights, obligations and liabilities of Ethyl with respect to the Senior Notes and the Senior Notes Indenture, and New Borrower shall have delivered to Administrative Agent complete, correct and conformed copies of the Senior Note Documents and all assumption documents related thereto, all in form and substance reasonably satisfactory to Administrative Agent, together with an Officer’s Certificate of New Borrower certifying to the foregoing. In addition, all opinions by counsel to New Borrower or any of its Subsidiaries (and, if requested by Administrative Agent, any certificates and letters) delivered in connection with the assumption of the Senior Note Documents shall be addressed to Administrative Agent and Lenders or accompanied by a written authorization from each Person delivering such an opinion stating that Administrative Agent and Lenders may rely on such opinion as though it were addressed to them; (i) originally executed copies of one or more favorable written opinions of (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, general counsel for Loan Parties and (ii) Hunton & ▇▇▇▇▇▇▇▇ LLP, special counsel for Loan Parties, in each case in form and substance reasonably satisfactory to Administrative Agent and its counsel, relating to the enforceability of this Amendment and such other matters as Administrative Agent acting on behalf of Lenders may reasonably request; and (j) Such other documents as Administrative Agent may reasonably request.

Conditions to Effectiveness of this Amendment. This Amendment --------------------------------------------- shall become effective on when the day (the “Effective Date”) when Seller Banks shall have paid or deliveredreceived at least four (4) counterparts of this Amendment, as applicableduly executed by the Company and the Banks and acknowledged by New Century Financial Corporation ("NCFC"), to Purchaser all of provided the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaserconditions are satisfied: (a) all accrued Before and unpaid fees after giving effect to this Amendment, the representations and expenses owed to Purchaser warranties of the Company in accordance with Section 3 of the Facility DocumentsCredit Agreement and Section 5 of the Pledge and Security Agreement shall be true and correct as though made on the date hereof, in each case, in immediately available funds, and without deduction, set-off or counterclaim;except for changes that are permitted by the terms of the Credit Agreement. (b) a copy Before and after giving effect to this Amendment, no Event of this Amendment duly executed by each Default and no Unmatured Event of Default shall have occurred and be continuing under the parties hereto;Credit Agreement. (c) a (i) copy No material adverse change in the business, assets, financial condition or prospects of the Amendment Number Two Company shall have occurred since the Effective Date. (d) The following shall have been delivered to the Second Amended Agent, each duly executed or certified, as the case may be, and Restated Pricing Side Letter to the Master Repurchase Agreement, dated as of the date hereof of delivery thereof: (i) a restated Warehousing Note payable to GFB in the “Amendment No. 2”)principal amount of GFB's Warehousing Commitment Amount, as increased by this Amendment, in the form of Exhibit F hereto, duly executed by the Company; (ii) the Amendment Number Three to the Second Amended and Restated Master Repurchase Agreement, dated as certified copies of resolutions of the date hereofBoard of Directors of the Company authorizing or ratifying the execution, delivery and performance of this Amendment; (iii) a certified copy of any amendment or restatement of the Amendment Number Eight Articles of Incorporation or the By-laws of the Company made or entered following the date of the most recent certified copies thereof furnished to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, Banks; (iv) the Amendment Number Three certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, this Amendment; (v) the Amendment Number Six a favorable opinion of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, counsel to the Loan Company and Security AgreementNCFC, dated addressed to the Banks, as of to the date hereof, matters and (vi) to the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties thereto; (d) the first installment of the Renewal Fee (as defined in the Amendment No. 2)effect set forth on Exhibit H hereto; and (evi) any such other documents documents, instruments, opinions and approvals as the Banks may reasonably requested by Purchaser on or prior to the date hereofrequest.

Conditions to Effectiveness of this Amendment. This Amendment shall become effective on as of the day date (the “Effective Date”) when Seller shall have paid or delivered, as applicable, to Purchaser all each of the following fees, expenses, documents and instruments, each of which conditions precedent shall be in form and substance acceptable to Purchaserhave been satisfied: (a) all accrued The Administrative Agent shall have received on or prior to the Effective Date each of the following, each dated the Effective Date unless otherwise indicated or agreed to by the Administrative Agent and unpaid fees in form and expenses owed substance satisfactory to Purchaser in accordance with the Facility Documents, in each case, in immediately available funds, and without deduction, set-off or counterclaim;Administrative Agent: (bi) a copy counterparts of this Amendment duly executed and delivered by each of the parties heretoBorrowers, the MLP, the Administrative Agent, the Issuer, the Swingline Lender, each Lender participating in the Revolving Credit Commitment Increase and the Required Lenders under the Credit Agreement; (ii) written commitments duly executed by existing Lenders (or their Affiliates or Approved Funds) or Eligible Assignees in an aggregate amount equal to $300,000,000 and, in the case of each such Eligible Assignee that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agent and duly executed by the Parent Borrower, the Administrative Agent and such Eligible Assignee; (iii) a favorable opinion of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, and (B) in-house counsel to the Loan Parties, each addressed to the Administrative Agent, the Lenders and the Issuers and addressing such matters as the Administrative Agent may reasonably request; (iv) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party that has been authorized to execute and deliver this Amendment and the other documents required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the resolutions of such Loan Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Amendment and the other documents required hereunder to be executed and delivered by or on behalf of such Loan Party and (C) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) and the by-laws (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) and the by-laws (or equivalent Constituent Document) previously delivered to the Administrative Agent on the Amendment No. 1 Effective Date (or if there has been such a change, attaching a certified copy thereof); (v) a certificate of the chief financial officer of each Borrower in his capacity as such (and not in his individual capacity), in form and substance satisfactory to the Administrative Agent, attesting to the solvency of the Borrowers and the MLP after giving effect to the Revolving Credit Commitment Increase contemplated hereby; and (vi) a certificate of a Responsible Officer of the Borrowers to the effect that the conditions set forth in Section 4.2(b) (Conditions Precedent to Each Extension of Credit) of the Credit Agreement have been satisfied both before and after giving effect to this Amendment. (b) The Administrative Agent shall have received a certificate as to the good standing of each Loan Party, certified as of a recent date by the Secretary of State of the State of Delaware. (c) a (i) copy of the Amendment Number Two There shall have been paid to the Second Amended Administrative Agent, for the account of itself and Restated Pricing Side Letter to the Master Repurchase AgreementLenders, dated as applicable, all fees and expenses (including reasonable fees and expenses of the date hereof (the “Amendment No. 2”), (iicounsel) the Amendment Number Three to the Second Amended due and Restated Master Repurchase Agreement, dated as of the date hereof, (iii) the Amendment Number Eight to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties thereto; (d) the first installment of the Renewal Fee (as defined in the Amendment No. 2); and (e) any other documents reasonably requested by Purchaser payable on or prior to before the date hereofEffective Date.

Conditions to Effectiveness of this Amendment. This Amendment and the amendments contained herein shall become effective on the day date (the “Third Amendment Effective Date”) when Seller each of the conditions set forth below shall have paid or delivered, as applicable, been fulfilled to Purchaser all the satisfaction of the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to PurchaserAdministrative Agent: (a) The Administrative Agent shall have received counterparts of this Amendment, duly executed and delivered on behalf of the Borrower, the other Loan Parties, the Administrative Agent and the Lenders party hereto. (b) No event shall have occurred and be continuing that constitutes an Event of Default, or that would constitute an Event of Default but for the requirement that notice be given or that a period of time elapse, or both. (c) All representations and warranties of the Borrower contained in the Credit Agreement, and all accrued representations and unpaid fees warranties of each other Loan Party in each Loan Document to which it is a party, shall be true and expenses owed correct in all material respects (or, if qualified by materiality, in all respects) at the Third Amendment Effective Date as if made on and as of such Third Amendment Effective Date, except that (a) any representation or warranty relating to Purchaser any financial statements shall be deemed to be applicable to the financial statements most recently delivered to the Administrative Agent in accordance with the Facility Documents, in each case, in immediately available funds, provisions of the Loan Documents and without deduction, set-off or counterclaim; (b) a copy of this Amendment duly executed by each of the parties hereto; (c) a (i) copy of the Amendment Number Two other representation or warranty expressly stated to the Second Amended and Restated Pricing Side Letter to the Master Repurchase Agreement, dated be made as of the date hereof (the “Amendment No. 2”), (ii) the Amendment Number Three Closing Date shall not be deemed to the Second Amended and Restated Master Repurchase Agreement, dated have been repeated as of any date other than the date hereof, (iii) the Amendment Number Eight to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties thereto;Closing Date. (d) The Borrower shall have delivered to the first installment Administrative Agent (1) certified copies of evidence of all corporate and company actions taken by the Borrower and the other Loan Parties to authorize the execution and delivery of this Amendment, (2) certified copies of any amendments to the articles or certificate of incorporation, formation or organization, bylaws, partnership certificate or operating agreement of the Renewal Fee Borrower and each other Loan Party since the date of the Credit Agreement or, as applicable, the joinder of a Loan Party to the Loan Documents, (3) a certificate of incumbency for the officers or other authorized agents, members or partners of the Borrower and each other Loan Party executing this Amendment and the other Loan Documents related hereto and (4) such additional supporting documents as defined in the Amendment No. 2); andAdministrative Agent or counsel for the Administrative Agent reasonably may request. (e) any other Intentionally deleted. (f) Intentionally deleted. (g) All documents reasonably requested by Purchaser on or prior delivered pursuant to this Amendment must be of form and substance satisfactory to the date hereofAdministrative Agent and its counsel, and all legal matters incident to this Amendment must be satisfactory to the Administrative Agent’s counsel. (h) Payment by the Borrower in immediately available funds of the fees and expenses required to be paid by Section 11 of this Amendment. (i) Intentionally deleted.

Conditions to Effectiveness of this Amendment. This Amendment shall become effective on the day date on which the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Third Amendment Effective Date”) when Seller shall have paid or delivered, as applicable, to Purchaser all of the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaser:): (a) all accrued The Administrative Agent shall have received a counterpart of this Amendment, executed and unpaid fees delivered by a duly authorized officer of the Parent Borrower and expenses owed to Purchaser in accordance with each Lender party hereto (who, for the Facility Documentsavoidance of doubt, in each case, in immediately available funds, and without deduction, set-off or counterclaim;constitute Required Lenders). (b) a copy The Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable and documented out-of-pocket fees and expenses of this legal counsel), on or before the Third Amendment duly executed by each of the parties hereto;Effective Date. (c) a After giving effect to this Amendment (i) copy no Default or Event of the Amendment Number Two to the Second Amended Default shall have occurred and Restated Pricing Side Letter to the Master Repurchase Agreement, dated as of the date hereof (the “Amendment No. 2”), be continuing and (ii) the Amendment Number Three to the Second Amended and Restated Master Repurchase Agreement, dated as each of the date hereof, (iii) the Amendment Number Eight to the Pricing Side Letter to the Mortgage representations and warranties made by any Loan Participation Purchase and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter Party in or pursuant to the Loan Documents shall be true and Security Agreementcorrect in all material respects (or, dated if such representations and warranties are qualified by materiality, in all respects) on and as of the such date hereof, (v) the Amendment Number Six to the Loan as if made on and Security Agreement, dated as of the such date hereof(except that any representations and warranties which 509265-1790-13482-Active.29871277.5 expressly relate to an earlier date shall be true and correct in all material respects (or, if such representations and (viwarranties are qualified by materiality, in all respects) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties thereto;such earlier date). (d) the first installment The Administrative Agent shall have received a certificate signed by a duly authorized officer of the Renewal Fee Parent Borrower certifying that the conditions specified in clause (c) of this Section 3 have been satisfied as defined in of the Third Amendment No. 2); and (e) any other documents reasonably requested by Purchaser on or prior to the date hereofEffective Date.

Conditions to Effectiveness of this Amendment. This Amendment shall become be effective as of May [ ], 2007 or such earlier date specified by the US Agent to Borrowers and Lenders (and evidenced by the date set forth on the day first page of this Amendment) but only if on such effective date: (i) such Amendment has been signed by, and when counterparts hereof shall have been delivered to the “Effective Date”US Agent or its counsel (by hand delivery, mail or telecopy) when Seller by the Parent, the Borrowers and the Lenders; (ii) each Guarantor shall have delivered to the US Agent or its counsel executed counterparts of the Consent; (iii) Borrowers shall have paid or delivered, as applicable, to Purchaser all the US Agent for the pro-rata benefit of the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable Lenders an amendment fee equal to Purchaser: (a) all accrued and unpaid fees and expenses owed to Purchaser in accordance with the Facility Documents, in each case, in immediately available funds, and without deduction, set-off or counterclaim$90,000; (biv) a copy of this Amendment duly executed by each of the parties hereto; (c) a (i) copy of the Amendment Number Two Borrowers shall have delivered to the Second Amended US Agent or its counsel a certificate certifying that the charters, bylaws (or other similar organizational documents) and Restated Pricing Side Letter resolutions authorizing the execution, delivery and performance by the Credit Parties of their obligations under the Credit Agreement and the other Loan Documents, each in the form delivered to the Master Repurchase AgreementAgents on the Closing Date, dated are in full force and effect and have not been amended, rescinded or otherwise modified as of the date hereof of this Amendment (other than an amendment to Parent’s bylaws to increase the “number of members of the board of directors from five to nine); the resolutions adopted with respect to this Amendment No. 2”), (iior that no other resolutions have been adopted) the Amendment Number Three and that no further authorization or consent is required to be obtained with respect to the Second Amended execution, delivery and Restated Master Repurchase Agreementperformance of this Amendment, dated the Consent and the Credit Agreement as of the date hereof, (iii) the Amendment Number Eight to the Pricing Side Letter to the Mortgage Loan Participation Purchase amended hereby; and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, an incumbency certificate for each Credit Party; and (v) the Amendment Number Six US Borrower on behalf of itself and the other Credit Parties and the UK Borrower on behalf of itself shall have delivered to the US Agent or its counsel a certificate certifying that the representations and warranties contained herein and in the Loan Documents are true and Security Agreement, dated correct in all material respects as of such date (except to the date hereofextent that such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects as of such earlier date), and no Default or Event of Default has occurred and will be continuing (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties thereto; (d) the first installment of the Renewal Fee (as defined in the Amendment No. 2after giving effect to this Amendment); and (e) any other documents reasonably requested by Purchaser on or prior to the date hereof.

Conditions to Effectiveness of this Amendment. This Amendment shall become effective on the day date (such date, if any, the “Amendment No. 2 Effective Date”) when Seller shall have paid or delivered, as applicable, to Purchaser all of that the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaserconditions have been satisfied: (a) all accrued The Administrative Agent shall have received executed signature pages hereto from each Loan Party, CI Cerveza, the Administrative Agent and unpaid fees and expenses owed each Lender listed on Schedule 2.01 to Purchaser in accordance with the Facility Documents, in each case, in immediately available funds, and without deduction, set-off or counterclaimAnnex A; (b) The Administrative Agent shall have received all fees required to be paid, including all expenses required to be paid or reimbursed under the Third Amended and Restated Credit Agreement for which invoices have been presented a copy reasonable period of this time prior to the Amendment duly executed No. 2 Effective Date, on or before the Amendment No. 2 Effective Date and each Borrower shall have paid to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated such fees as have been separately agreed in writing by each of the parties heretosuch parties; (c) a (i) copy The representations and warranties of the Amendment Number Two to Borrowers set forth in Article III of the Second Third Amended and Restated Pricing Side Letter Credit Agreement (as set forth as Annex A hereto) shall be true and correct in all material respects (except to the Master Repurchase Agreementextent that any representation and warranty that is qualified by materiality shall be true and correct in all respects), dated except where any representation and warranty is expressly made as of the date hereof (the “Amendment No. 2”)a specific earlier date, (ii) the Amendment Number Three to the Second Amended such representation and Restated Master Repurchase Agreement, dated warranty shall be true in all material respects as of the date hereof, (iii) the Amendment Number Eight to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties theretoany such earlier date; (d) The Administrative Agent shall have received Notes executed by the first installment applicable Borrower in favor of each Lender requesting a Note at least five Business Days prior to the Amendment No. 2 Effective Date; (e) The Administrative Agent shall have received a certificate in a form reasonably satisfactory to the Administrative Agent signed by a Responsible Officer of the Renewal Fee Company certifying that the conditions specified in Sections 4.02(a) and (b) of the Third Amended and Restated Credit Agreement (as defined set forth as Annex A hereto) have been satisfied; (f) The Administrative Agent shall have received the executed legal opinions of (i) ▇▇▇▇▇ Peabody LLP, U.S. counsel to the Borrowers and (ii) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ counsel to the European Borrower, each in form reasonably satisfactory to the Administrative Agent; (g) The Administrative Agent shall have received such customary closing documents and certificates as the Administrative Agent or its counsel may reasonably request in form and substance reasonably satisfactory to the Administrative Agent and its counsel; and (h) The Administrative Agent shall have received an upfront fee for the account of each Lender listed on Schedule 2.01to the Third Amended and Restated Credit Agreement equal to the sum of (i) 0.10% of the aggregate amount of such Lender’s Commitments listed on Schedule 2.01 to the Third Amended and Restated Credit Agreement up to the aggregate amount of such Lender’s Revolving Commitments and Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date and (ii) 0.20% of the aggregate amount of such Lender’s Commitments listed on Schedule 2.01 to the Third Amended and Restated Credit Agreement that are in excess of the aggregate amount of such Lender’s Revolving Commitments and Term Loans outstanding immediately prior to the Amendment No. 2); and (e) any other documents reasonably requested by Purchaser on or prior to the date hereof.

Conditions to Effectiveness of this Amendment. This Subject to the final paragraph of this Section 4, this Amendment shall become effective on as of the day date the following conditions precedent have been satisfied (the “Amendment Effective Date”) when Seller shall have paid or delivered, as applicable, to Purchaser all of the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaser:): (a) all accrued the Administrative Agent shall have received: (i) this Amendment, duly executed and unpaid fees delivered by the Borrower and expenses owed to Purchaser in accordance with the Facility DocumentsAdministrative Agent, (ii) the Affirmation of Guarantors, in the form attached hereto as Annex A, duly executed and delivered by each caseof the Guarantors and (iii) Lender Consents, in immediately available fundsthe form attached hereto as Annex B (the “Lender Consents”), and without deduction, set-off or counterclaimduly executed by Lenders constituting the Requisite Lenders; (b) a copy of this Amendment duly executed by each the Administrative Agent shall have received all fees and accrued expenses of the parties heretoAdministrative Agent required to be paid by the Borrower; (c) a (i) copy each of the Amendment Number Two representations and warranties made by any Loan Party in or pursuant to the Second Amended Loan Documents shall be true and Restated Pricing Side Letter to the Master Repurchase Agreement, dated as of the date hereof (the “Amendment No. 2”), (ii) the Amendment Number Three to the Second Amended correct in all material respects on and Restated Master Repurchase Agreement, dated as of the date hereof, (iii) the Amendment Number Eight as if made on and as of such date, except to the Pricing Side Letter extent such representations and warranties expressly relate to the Mortgage Loan Participation Purchase an earlier date, in which case such representations and Sale Agreement, dated warranties shall be true and correct in all material respects as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties theretosuch earlier date; (d) no Default or Event of Default shall have occurred and be continuing on the first installment of the Renewal Fee (as defined in the Amendment No. 2)date hereof; and (e) any other documents reasonably requested by Purchaser on or the Borrower shall have paid to the Administrative Agent (i) for the account of each Lender party hereto, the consent fee referred to in Section 6 hereof and (ii) in accordance with Section 11.3 of the Credit Agreement, all outstanding costs and expenses of the Administrative Agent, including the reasonable fees and out-of-pocket expenses of Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for the Administrative Agent, incurred prior to or otherwise in connection with this Amendment and each other Loan Document. Notwithstanding anything in this Amendment to the date hereofcontrary, the amendments described in Section 3 (other than the amendment in Section 3(i)) shall not be effective until the ▇▇▇▇▇ Merger Effective Date shall have occurred, if at all, in accordance with the terms of the ▇▇▇▇▇ Merger Agreement; provided, that if the ▇▇▇▇▇ Merger Effective Date does not occur or the ▇▇▇▇▇ Merger Agreement is terminated, such amendments (other than the amendment in Section 3(i)) shall be disregarded and of no further force and effect.

Conditions to Effectiveness of this Amendment. This Amendment shall become effective on the day first date (such date, the “Effective Second Amendment Closing Date”) when Seller shall have paid or delivered, as applicable, to Purchaser all of the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaserwhen: (a) this Amendment shall have been executed and delivered by the Borrower, each Subsidiary Guarantor, each 2021 Refinancing Revolving Lender party hereto, Lenders collectively constituting the Required Lenders as of such date, each of the L/C Issuers and the Administrative Agent; (b) the Administrative Agent shall have received all fees and other amounts due and payable to any Person on or prior to the Second Amendment Closing Date, including (i) those fees payable for the account of each consenting Term Lender and Revolving Credit Lender as agreed in writing on or prior to the date hereof and (ii) to the extent invoiced prior to the Second Amendment Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses of the Administrative Agent (including the reasonable and documented legal fees and expenses of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Administrative Agent), in each case, to the extent required to be reimbursed or paid by the Borrower under any Loan Document; (c) at the time of and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on such date; (d) each of the representations and warranties made by any Loan Party set forth in Article V of the Credit Agreement or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects); (e) the Administrative Agent shall have received, at least three business days prior to the Second Amendment Closing Date, all documentation and other information related to the Borrower or any Guarantor required by regulatory authorizes under applicable “know your customer” and anti-money laundering rules and regulation including, without limitation, the Patriot Act, in each case to the extent requested by the Existing Agent from the Borrower in writing at least five business days prior to the Second Amendment Closing Date, including, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), a certificate regarding beneficial ownership as required by the Beneficial Ownership Regulation with respect to the Borrower; (f) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower stating that the conditions set forth in clauses (c) and (d) of this Section 2 have been satisfied and designating the 2021 Refinancing Revolving Commitments as Refinancing Revolving Credit Commitments; (g) the Administrative Agent shall have received such certificates, copies of Organization Documents of the Loan Parties, resolutions or other action and incumbency certificates of Responsible Officers of each Loan Party, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Second Amendment Closing Date; (h) the Administrative Agent shall have received a favorable written opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel for the Borrower addressed to the Administrative Agent and the Lenders party hereto in a form reasonably satisfactory to the Administrative Agent; and (i) the accrued and unpaid Commitment Fees pursuant to Section 2.09(a) of the Credit Agreement, Letter of Credit fees pursuant to Section 2.03(g) and expenses owed to Purchaser in accordance with the Facility Documentsinterest, in each case, in immediately available funds, and without deduction, set-off or counterclaim; (b) a copy of this Amendment duly executed by each respect of the parties hereto; (c) a (i) copy of the Amendment Number Two Existing Revolving Commitments shall have been paid to the Second Amended and Restated Pricing Side Letter to Administrative Agent in Dollars for the Master Repurchase Agreement, dated as account of the date hereof (the “Amendment No. 2”), (ii) the Amendment Number Three to the Second Amended and Restated Master Repurchase Agreement, dated as of the date hereof, (iii) the Amendment Number Eight to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties thereto; (d) the first installment of the Renewal Fee (as defined in the Amendment No. 2); and (e) any other documents reasonably requested by Purchaser on or prior to the date hereofapplicable Existing Revolving Lender.

Conditions to Effectiveness of this Amendment. This Amendment shall become effective on when the day (the “Effective Date”) when Seller Agent shall have paid or deliveredreceived at least eight (8) counterparts of this Amendment, as applicable, to Purchaser duly executed by the Borrower and all of the Lenders, provided the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaserconditions are satisfied: (a) all accrued Before and unpaid fees after giving effect to this Amendment, the representations and expenses owed to Purchaser warranties of the Borrower in accordance with Article IV of the Facility DocumentsCredit Agreement and Section 5 of the Pledge and Security Agreement shall be true and correct as though made on the date hereof, in each case, in immediately available funds, and without deduction, set-off or counterclaim;except for changes that are permitted by the terms of the Credit Agreement. (b) a copy Before and after giving effect to this Amendment, no Event of this Amendment duly executed by each of the parties hereto;Default and no Default shall have occurred and be continuing. (c) a (i) copy No material adverse change in the business, assets, financial condition or prospects of the Amendment Number Two to Borrower shall have occurred since May 31, 1999. (d) The Agent shall have received the Second Amended following, each duly executed or certified, as the case may be, and Restated Pricing Side Letter to the Master Repurchase Agreement, dated as of the date hereof of delivery thereof:: (i) a new Note payable to each Lender holding a Commitment from and after the “Effective Date, in the amount of such Lender's respective Commitment Amount after giving effect to the increase thereof pursuant to this Amendment No. 2”(each, a "New Note"), duly executed by the Company; (ii) the Amendment Number Three to the Second Amended and Restated Master Repurchase Agreement, dated as copy of resolutions of the date hereofBoard of Directors of the Borrower, certified by its respective Secretary or Assistant Secretary, authorizing or ratifying the execution, delivery and performance of this Amendment; (iii) a certified copy of any amendment or restatement of the Amendment Number Eight Articles of Incorporation or the By-laws of the Borrower made or entered following the date of the most recent certified copies thereof furnished to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, Lenders; (iv) the Amendment Number Three certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, this Amendment; (v) a certificate of good standing for the Amendment Number Six Borrower in the jurisdiction of its incorporation, certified by the appropriate governmental official as of a date not more than 10 days prior to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties thereto; (d) the first installment of the Renewal Fee (as defined in the Amendment No. 2)Effective Date; and (vi) such other documents, instruments, opinions and approvals as the Agent may reasonably request. (e) any other documents reasonably requested The Agent shall have received the amendment fee required by Purchaser on or prior to the date hereof.Section 10.02

Conditions to Effectiveness of this Amendment. This Notwithstanding any other provision of this Amendment and without affecting in any manner the rights of the holders of the Notes hereunder, it is understood and agreed that this Amendment shall not become effective on effective, and the day (the “Effective Date”) when Seller Company shall have paid or deliveredno rights under this Amendment, as applicableuntil the Noteholders shall have received (i) an amendment fee in the amount of $75,000, to Purchaser all be allocated pro rata among the Noteholders, (ii) such other fees as the Company has previously agreed to pay the Noteholders or any of its affiliates in connection with this Amendment, (iii) reimbursement or payment of its costs and expenses incurred in connection with this Amendment or the Note Agreement (including reasonable fees, charges and disbursements of King & Spalding LLP, counsel to the Noteholders), and (iv) each of the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaserdocuments: (a) all accrued Executed counterparts to this Amendment from the Company, each of the Guarantors and unpaid fees and expenses owed to Purchaser in accordance with the Facility Documents, in each case, in immediately available funds, and without deduction, set-off or counterclaimNoteholders; (b) a copy Certified copies of resolutions of the board of directors (or equivalent thereof) of the Company and each other Credit Party, approving the execution, delivery and performance of this Amendment duly and the other documents to be executed by each of the parties heretoin connection herewith; (c) a (i) copy A favorable opinion of the Amendment Number Two ▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ PLC, counsel to the Second Amended Company and Restated Pricing Side Letter the other Credit Parties, addressed to the Master Repurchase Agreement, dated as of Noteholders and covering such matters relating to this Amendment and the date hereof (the “Amendment No. 2”), (ii) the Amendment Number Three transactions contemplated hereby in form and substance satisfactory to the Second Amended Noteholders and Restated Master Repurchase Agreement, dated as of the date hereof, (iii) the Amendment Number Eight to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties theretotheir counsel; (d) A duly executed copy of an amendment to the first installment of Credit Agreement, in form and substance satisfactory to the Renewal Fee Noteholders and their counsel; (e) Such other documents, instruments, agreements, certifications and opinions as defined in the Amendment No. 2)any Noteholder may reasonably request; and (ef) any other documents reasonably requested by Purchaser A certificate of the chief financial officer of the Company demonstrating compliance on or prior a Pro Forma Basis with the financial covenants contained in Paragraph 6A of the Note Agreement after the NSC Acquisition is completed, in form and substance satisfactory to the date hereofRequired Holders.

Conditions to Effectiveness of this Amendment. This Amendment shall become be effective as of January 2, 2007 or such earlier date specified by the US Agent to Borrowers and Lenders (and evidenced by the date set forth on the day first page of this Amendment) but only if on such effective date: (i) such Amendment has been signed by, and when counterparts hereof shall have been delivered to the “Effective Date”US Agent or its counsel (by hand delivery, mail or telecopy) when Seller by the Parent, the Borrowers and the Lenders; (ii) each Guarantor shall have delivered to the US Agent or its counsel executed counterparts of the Consent; (iii) Borrowers shall have paid or delivered, as applicable, to Purchaser all of the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable US Agent for the Lenders an amendment fee equal to Purchaser: (a) all accrued and unpaid fees and expenses owed to Purchaser in accordance with the Facility Documents, in each case, in immediately available funds, and without deduction, set-off or counterclaim$30,000; (biv) a copy of this Amendment duly executed by each of the parties hereto; (c) a (i) copy of the Amendment Number Two Borrowers shall have delivered to the Second Amended US Agent or its counsel a certificate certifying that the charters, bylaws (or other similar organizational documents) and Restated Pricing Side Letter resolutions authorizing the execution, delivery and performance by the Credit Parties of their obligations under the Credit Agreement and the other Loan Documents, each in the form delivered to the Master Repurchase AgreementAgents on the Closing Date, dated are in full force and effect and have not been amended, rescinded or otherwise modified as of the date hereof of this Amendment (other than an amendment to Parent’s bylaws to reduce the “number of members of the board of directors from six to five); the resolutions adopted with respect to this Amendment No. 2”), (iior that no other resolutions have been adopted) the Amendment Number Three and that no further authorization or consent is required to be obtained with respect to the Second Amended execution, delivery and Restated Master Repurchase Agreementperformance of this Amendment, dated the Consent and the Credit Agreement as of the date hereof, (iii) the Amendment Number Eight to the Pricing Side Letter to the Mortgage Loan Participation Purchase amended hereby; and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, an incumbency certificate for each Credit Party; and (v) the Amendment Number Six US Borrower on behalf of itself and the other Credit Parties and the UK Borrower on behalf of itself shall have delivered to the US Agent or its counsel a certificate certifying that the representations and warranties contained herein and in the Loan Documents are true and Security Agreement, dated correct in all material respects as of such date (except to the date hereofextent that such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects as of such earlier date), and no Default or Event of Default has occurred and will be continuing (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties thereto; (d) the first installment of the Renewal Fee (as defined in the Amendment No. 2after giving effect to this Amendment); and (e) any other documents reasonably requested by Purchaser on or prior to the date hereof.

Conditions to Effectiveness of this Amendment. This The Waivers set forth in Section 3 and the Amendments described in Section 4 of this Amendment shall become effective as of the first date on which each of the day following conditions precedent are satisfied (the “Effective Date”) when Seller shall have paid or delivered, as applicable, to Purchaser all of the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaser:): (a) all accrued and unpaid fees and expenses owed to Purchaser in accordance with the Facility Documents, in each case, in immediately available funds, and without deduction, set-off or counterclaim;Administrative Agent shall have received: (bi) a copy counterparts of this Amendment duly executed and delivered by each of Holdings, the parties heretoBorrower, the Guarantors, the Administrative Agent, and each Lender; and (ii) resolutions or written consents of the Board of Directors or equivalent governing body of each Loan Party authorizing entry into this Amendment and performance by such Loan Party of its obligations thereunder, duly certified by the Secretary of each Loan Party (or its general partner or managing member, as applicable) or any other officer of such Loan Party (or its general partner or managing member, as applicable), in a form reasonably acceptable to the Administrative Agent; (ciii) counterparts of a perfection certificate, duly executed and delivered by each of Holdings, the Borrower and each Guarantor, in the form attached hereto as Exhibit B; (iv) a (i) copy certificate of Delta Petroleum Corporation certifying the complete and accurate calculation of the Amendment Number Two to the Second Amended and Restated Pricing Side Letter to the Master Repurchase Agreement, dated as aggregate outstanding principal amount of the date hereof (the “Amendment No. 2”)Delta Account Receivable, (ii) the Amendment Number Three to the Second Amended and Restated Master Repurchase Agreement, dated as of the date hereof, (iii) the Amendment Number Eight as set forth on Exhibit C hereto, in a form reasonably acceptable to the Pricing Side Letter Administrative Agent; and (v) a certificate of each Loan Party certifying that other than the defaults described in Section 2 hereof, no Default or Event of Default has occurred and is continuing on the Effective Date prior to or after giving effect to this Amendment, in a form reasonably acceptable to the Mortgage Loan Participation Purchase Administrative Agent. (b) each of the representations and Sale Agreement, dated warranties set forth below in Section 7 of this Amendment shall be true and correct in all material respects on and as of the date hereof, (iv) Effective Date with the Amendment Number Three to the Pricing Side Letter to the Loan same effect as though made on and Security Agreement, dated as of the date hereof, Effective Date; (vc) Borrower shall have paid the Amendment Number Six Administrative Agent for the account of each Lender a fee equal to the Loan and Security Agreement, dated as 0.50% of the date hereof, and (vi) Loans outstanding under the Second Amended and Restated Acknowledgment Agreement, dated Credit Agreement as of at the date hereof, in each case duly executed by each of the parties theretoEffective Date; (d) there shall have been paid to the first installment Administrative Agent, for the account of the Renewal Fee (Agents and the Lenders, as defined applicable, free and clear of any recoupment or set-off, in immediately available funds all fees and expenses due and payable to the Amendment No. 2); and (e) any other documents reasonably requested by Purchaser Agents or the Lenders in an amount not to exceed $50,000 for the period on or prior to the date hereofEffective Date to the account listed on Exhibit E hereto; (e) Borrower shall have filed with the clerk of United States Bankruptcy Court for the Southern District of New York (the “Court”) a “Withdrawal of Claim” in respect of Claim 25652 previously filed with the Court; (f) no Default or Event of Default shall have occurred and be continuing on the Effective Date after giving effect to this Amendment; and (g) Borrower shall have repaid the Loans in an amount of not less than $7,633,663.

Conditions to Effectiveness of this Amendment. This Amendment shall become effective on the day (the “Effective Date”) when Seller shall have paid or delivered, as applicable, to Purchaser all of the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaser: (a) all accrued and unpaid fees and expenses owed to Purchaser in accordance with the Facility Documents, in each case, in immediately available funds, and without deduction, set-off or counterclaim; (b) a copy of this Amendment duly executed by each of the parties hereto; (c) a copy of (i) copy of the Amendment Number Two Eleven to the Second Amended and Restated Master Repurchase Agreement, dated as of the date hereof, (ii) the Amendment Number Six to the Second Amended and Restated Pricing Side Letter to the Master Repurchase Agreement, dated as of the date hereof (the “Amendment No. 26”), (ii) the Amendment Number Three to the Second Amended and Restated Master Repurchase Agreement, dated as of the date hereof, (iii) the Amendment Number Eight to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter Fourteen to the Loan and Security Agreement, dated as of the date hereofhereof (iv) the Second Amended and Restated Loan and Security Agreement Pricing Side Letter, dated as of the date hereof and (v) the Amendment Number Six Ten to the Mortgage Loan Participation Purchase and Security AgreementSale Agreement Pricing Side Letter, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties thereto; (d) the first installment of the Renewal Fee (as defined in the Amendment No. 26); and (e) any other documents reasonably requested by Purchaser on or prior to the date hereof.

Conditions to Effectiveness of this Amendment. This Upon satisfaction of each and every one of the following conditions, the amendments set forth in Section 1.3 of this Amendment shall become effective on the day (the “Effective Date”) when Seller shall have paid or delivered, as applicable, to Purchaser all of the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaserdate first written above: (a) all accrued executed counterparts of this Amendment, duly executed by the Company and unpaid fees and expenses owed the Required Holders, shall have been delivered to Purchaser in accordance with the Facility Documents, in each case, in immediately available funds, and without deduction, set-off Noteholder or counterclaimits special counsel; (b) a copy of this Amendment duly executed by each the representations and warranties of the parties heretoCompany set forth in Section 2 shall be true and correct on and with respect to the date hereof and each Noteholder shall have received an Officer’s Certificate to such effect; (c) a (i) copy except to the extent the Notes have been prepaid in full in accordance with Section 1.1 with the proceeds of the Amendment Number Two High Yield Notes, the Bank Credit Agreement shall have been amended in a manner such that the terms of the Note Agreement, after giving effect to this Amendment, shall be no less favorable to the Second Amended and Restated Pricing Side Letter to Noteholders than the Master Repurchase terms of the Bank Credit Agreement, dated as of the date hereof (the “Amendment No. 2”), (ii) the Amendment Number Three to the Second Amended and Restated Master Repurchase Agreement, dated as of the date hereof, (iii) the Amendment Number Eight to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties theretoso amended; (d) on the first installment date of the Renewal Fee (as defined execution of this Amendment, each Noteholder shall have received, by payment in immediately available funds to the account of such holder set forth in the Purchaser Schedule to the Note Agreement or to such other account as such Noteholder shall have heretofore provided to the Company, the amount set forth opposite such holder’s name in Schedule 1 hereto; (e) on the date of the execution of this Amendment, the Company shall have paid the fees and expenses of S▇▇▇▇▇ ▇▇▇▇▇▇ LLP, special counsel to the Noteholders, in connection with the negotiation, preparation, approval, execution and delivery of this Amendment No. 2)to the extent invoiced by noon (New York time) on such date; and (ef) any other documents reasonably requested by Purchaser on If the Notes have not been prepaid in full in accordance with Section 1.1 with the proceeds of the High Yield Notes, the Issuer shall have consummated the sale of the Property known as Embassy Suites La Jolla and (1) such Asset Sale shall have resulted in Net Proceeds equal to or prior to greater than $130,000,000 and (2) the date hereofNet Proceeds from such Asset Sale shall have been, or contemporaneously herewith shall be, paid and applied in accordance Section 9.14. of the Note Agreement.

Conditions to Effectiveness of this Amendment. This Notwithstanding any other provision of this Amendment and without affecting in any manner the rights of the holders of the Notes hereunder, it is understood and agreed that this Amendment shall not become effective on effective, and the day (the “Effective Date”) when Seller Company shall have paid no rights under this Amendment, until the Noteholders shall have received (i) an amendment fee equal to five (5) basis points of the aggregate principal amount of the Notes payable to the Noteholders on a ratable basis in accordance with the wire instructions set forth in Schedule B of the Note Agreement, (ii) reimbursement or deliveredpayment of its costs and expenses incurred in connection with this Amendment or the Note Agreement (including reasonable fees, as applicablecharges and disbursements of King & Spalding LLP, counsel to Purchaser all the Noteholders), (iii) each of the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaserdocuments: (a) all accrued executed counterparts to this Amendment from the Company, each of the Guarantors and unpaid fees and expenses owed to Purchaser in accordance with the Facility Documents, in each case, in immediately available funds, and without deduction, set-off or counterclaimNoteholders; (b) a duly executed copy of this Amendment duly executed by each of the parties hereto;amended Credit Agreement, in form and substance satisfactory to the Noteholders; and (c) a duly executed certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to (i) copy of the Amendment Number Two resolutions attached thereto and other corporate proceedings relating to the Second Amended authorization, execution and Restated Pricing Side Letter to the Master Repurchase Agreement, dated as delivery of the date hereof (the “Amendment No. 2”)this Amendment, (ii) the Amendment Number Three Company’s organizational documents as then in effect (or certifying that there have been no changes or modifications thereof to the Second Amended and Restated Master Repurchase Agreement, dated as documents delivered pursuant to Section 4.3(b) of the date hereof, Note Agreement) and (iii) a good standing certificate (or analogous documentation if applicable) for the Amendment Number Eight Company from the Secretary of State (or analogous governmental entity) of the jurisdiction of its organization, to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, extent generally available in each case duly executed by each of the parties thereto; (d) the first installment of the Renewal Fee (as defined in the Amendment No. 2); and (e) any other documents reasonably requested by Purchaser on or prior to the date hereofsuch jurisdiction.

Conditions to Effectiveness of this Amendment. This Amendment shall become effective on the day as of August 9, 2019 (the “Amendment No. 2 Effective Date”) when Seller when: i. this Amendment shall have paid been executed and delivered by the Borrowers, the Subsidiary Loan Parties (solely for purposes of Section 5 hereof), each New Revolving Lender, each New Term Lender and the Administrative Agents; ii. the Administrative Agents shall have received a certificate of a Responsible Officer of each Loan Party dated the date hereof certifying (w) that attached thereto is a true and complete copy of the Organizational Documents of such Loan Party and, to the extent applicable, certified as of a recent date by the appropriate governmental official, (x) that attached thereto is a good standing certificate (to the extent such concept is known in the relevant jurisdiction) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or deliveredformation dated a recent date prior to the Amendment No. 2 Effective Date, (y) that attached thereto is a true and complete copy of the resolutions duly adopted by the board of directors or similar governing body of such Loan Party, or duly constituted committee thereof (including, with regard to the U.K. Borrower, shareholder resolutions), authorizing the execution, delivery and performance of this Amendment, all documents executed in connection therewith, the borrowings thereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on such date and (z) as to the incumbency and specimen signature of each Responsible Officer executing this Amendment and any document executed in connection therewith and countersigned by another officer as to the incumbency and specimen signature of the Responsible Officer executing such certificate which, with respect to the U.K. Borrower, shall also include a certification that (A) borrowing or guaranteeing or securing, as appropriate, the aggregate Commitments under the Credit Agreement and any other Loan Document would not cause any borrowing, guarantee, security or similar limit binding on such Loan Party to be exceeded, as applicable and (B) each copy document relating to it specified in this Section 2(b) is correct, complete and in full force and effect and has not been amended or superseded as at a date earlier than the Amendment No. 2 Effective Date; (i) the applicable Administrative Agent shall have received notices of borrowing of New Term Loans and New Revolving Loans, if applicable, and notices of prepayment relating to Purchaser all the Refinanced Tranche A Term Loans and the Tranche B Term Loans and (ii) the prepayment of the following feesaggregate outstanding principal amount of the Refinanced Tranche A Term Loans and the Tranche B Term Loans shall have been consummated or, expensessubstantially concurrently with the incurrence of the New Term Loans, documents and instruments, each of which shall be consummated together with all accrued and unpaid interest on, and fees related to, the Refinanced Tranche A Term Loans, the Tranche B Term Loans and the Refinanced Revolving Loans (if any); iv. the applicable Administrative Agent shall have received a promissory note in form and substance reasonably acceptable to Purchaser: (a) all accrued and unpaid fees and expenses owed to Purchaser in accordance with the Facility Documents, in each case, in immediately available funds, and without deduction, set-off or counterclaim; (b) a copy of this Amendment duly applicable Administrative Agent executed by the applicable Borrower in favor of each of the parties hereto; Lender that requests such a promissory note at least three (c3) a (i) copy Business Days in advance of the Amendment Number Two to No. 2 Effective Date; v. the Second Amended representations and Restated Pricing Side Letter to warranties set forth in Article III of the Master Repurchase Agreement, dated Credit Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the date hereof (the “Amendment No. 2”), (ii) the Amendment Number Three both before and after giving effect to the Second Amended transactions contemplated by this Amendment) with the same effect as though made on and Restated Master Repurchase Agreement, dated as of the date hereof, (iii) the Amendment Number Eight except to the Pricing Side Letter extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; vi. the Mortgage Loan Participation Purchase representations and Sale Agreement, dated warranties in Section 4 of this Amendment shall be true and correct in all material respects as of the date hereof; vii. each New Revolving Lender, New Term Lender and the Administrative Agents shall have received at least two (2) Business Days prior to the date hereof all documentation and other information about the Borrowers and the Subsidiary Loan Parties required under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, that has been requested in writing at least five (5) Business Days prior to the date hereof; viii. the applicable Administrative Agents shall have received, on behalf of themselves and the applicable Lenders, a favorable written opinion from each of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York and Illinois counsel for the Loan Parties and ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ London LLP, U.K. counsel for the Tranche A Term Loan Administrative Agent and Revolving Facility Administrative Agent, in each case, (ivA) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, (vB) addressed to the applicable Administrative Agents and the applicable Lenders and (C) in form and substance reasonably satisfactory to the applicable Administrative Agents and covering such other matters relating to this Amendment as the applicable Administrative Agents shall reasonably request; ix. no Default or Event of Default shall exist on the date hereof before or after giving effect to the New Term Loans and any New Revolving Loans and the use of proceeds thereof; x. all fees and expenses required to be paid by (or on behalf of) the Amendment Number Six Borrowers to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties thereto; (d) the first installment of the Renewal Fee (as defined in Administrative Agents pursuant to any written agreement with any Borrower entered into on or before the Amendment No. 2 Effective Date and invoiced at least two (2) Business Days prior to the Amendment No. 2 Effective Date shall have been paid in full in cash or arrangements shall have been made for the payment thereof substantially concurrently with the incurrence of the New Term Loans and the New Revolving Loans (if any); and xi. at least two (e2) any other documents reasonably requested by Purchaser on or days prior to the date hereof, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered a Beneficial Ownership Certification in relation to such Borrower. The Borrowing of the New Term Loans and any New Revolving Loans shall be deemed to constitute a representation and warranty by the applicable Borrower on the Amendment No. 2 Effective Date as to the matters specified in paragraphs (e) and (i) above.

Conditions to Effectiveness of this Amendment. This The amendments to the Agreements provided for in this Amendment shall not become effective until, and shall become effective on on, the day date (the “"Effective Date”") when Seller shall have paid or deliveredwhen, as applicable, to Purchaser all each and every one of the following feesconditions shall have been satisfied: (a) counterparts of this Amendment shall have been duly executed and delivered by the Company and the holders of 100% in aggregate principal amount of Notes at the time outstanding (as provided in Section 12(a) of the Agreements); (b) the representations and warranties of the Company set forth in paragraph 4 of this Amendment shall be true and correct and no Default or Event of Default shall have occurred and be continuing; and the Noteholders shall have received an Officers' Certificate of the Company to the foregoing effect; and (c) the Noteholders shall have received the favorable opinion of counsel to the Company, expensesdated the Effective Date, documents and instruments, each of which opinion shall be in form and substance acceptable satisfactory to Purchaser: the Noteholders, and shall be to the effects that (ai) the execution and delivery by the Company of this Amendment and the performance by the Company of this Amendment and of the Agreements and the Notes as amended hereby (A) have been duly authorized by all accrued requisite corporate action on the part of the Company (no action on the part of the shareholders of the Company being required therefor), (B) after giving effect to the simultaneous amendment of the 1996 Agreements, do not require the consent or approval of (1) any Governmental Body, or (2) except as set forth in paragraph 4 above, to its knowledge, any other Person, (C) do not and unpaid fees will not, except as set forth in paragraph 4 above, (1) violate (x) any provision of any applicable law, statute, rule or regulation or of the articles of incorporation or by-laws of the Company, (y) any Order known to such counsel of any court, administrative body or arbitrator binding upon the Company or any of its properties or (z) any provision of any material loan or credit agreement, indenture, mortgage or other agreement or instrument known to such counsel to which the Company is a party or by which it or any of its properties are or may be bound or (2) result in any breach of or constitute (alone or with notice or lapse of time or both) a default under any such material loan or credit agreement, indenture, mortgage or other agreement or instrument known to such counsel, and expenses owed to Purchaser (ii) this Amendment, and the Agreements and the Notes as amended hereby, constitute the legal, valid and binding obligations and agreements of the Company, enforceable against the Company in accordance with the Facility Documentstheir respective terms, in each caseexcept as enforcement may be limited by applicable bankruptcy, in immediately available fundsinsolvency, and without deductionreorganization, set-off moratorium or counterclaim; (b) a copy of this Amendment duly executed by each of the parties hereto; (c) a (i) copy of the Amendment Number Two similar laws or equitable principles relating to the Second Amended and Restated Pricing Side Letter to the Master Repurchase Agreement, dated as of the date hereof (the “Amendment No. 2”), (ii) the Amendment Number Three to the Second Amended and Restated Master Repurchase Agreement, dated as of the date hereof, (iii) the Amendment Number Eight to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties thereto; (d) the first installment of the Renewal Fee (as defined in the Amendment No. 2); and (e) any other documents reasonably requested by Purchaser on or prior to the date hereoflimiting creditors' rights generally.

Conditions to Effectiveness of this Amendment. This Amendment shall become effective on the day date on which the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Sixth Amendment Effective Date”) when Seller shall have paid or delivered, as applicable, to Purchaser all of the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaser:): (a) The Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer of the Parent Borrower and each Lender party hereto (who, for the avoidance of doubt, constitute Required Lenders). (b) The Administrative Agent shall have received) all accrued expenses for which invoices have been presented (including the reasonable and unpaid documented out-of-pocket fees and expenses owed to Purchaser in accordance with the Facility Documentsof legal counsel), in each case, in immediately available funds, and without deduction, set-off on or counterclaim; (b) a copy of this before the Sixth Amendment duly executed by each of the parties hereto;Effective Date. (c) a After giving effect to this Amendment (i) copy no Default or Event of the Amendment Number Two to the Second Amended Default shall have occurred and Restated Pricing Side Letter to the Master Repurchase Agreement, dated as of the date hereof (the “Amendment No. 2”), be continuing and (ii) the Amendment Number Three to the Second Amended and Restated Master Repurchase Agreement, dated as each of the date hereof, (iii) the Amendment Number Eight to the Pricing Side Letter to the Mortgage representations and warranties made by any Loan Participation Purchase and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter Party in or pursuant to the Loan Documents shall be true and Security Agreementcorrect in all material respects (or, dated if such representations and warranties are qualified by materiality, in all respects) on and as of the such date hereof, (v) the Amendment Number Six to the Loan as if made on and Security Agreement, dated as of the such date hereof(except that any representations and warranties which expressly relate to an earlier date shall be true and correct in all material respects (or, if such representations and (viwarranties are qualified by materiality, in all respects) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties thereto;such earlier date). (d) the first installment The Administrative Agent shall have received a certificate signed by a duly authorized officer of the Renewal Fee Parent Borrower certifying that the conditions specified in clause (c) of this Section 3 have been satisfied as defined in of the Sixth Amendment No. 2); and (e) any other documents reasonably requested by Purchaser on or prior to the date hereofEffective Date.

Conditions to Effectiveness of this Amendment. This Amendment and the amendments contained herein shall become effective on the day date (the “"Fourth Amendment Effective Date”") when Seller each of the conditions set forth below shall have paid or delivered, as applicable, been fulfilled to Purchaser all the satisfaction of the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to PurchaserAdministrative Agent: (a) The Administrative Agent shall have received counterparts of this Amendment, duly executed and delivered on behalf of the Borrower, the other Loan Parties, the Administrative Agent and the Lenders party hereto. (b) No event shall have occurred and be continuing that constitutes an Event of Default, or that would constitute an Event of Default but for the requirement that notice be given or that a period of time elapse, or both. (c) All representations and warranties of the Borrower contained in the Credit Agreement, and all accrued representations and unpaid fees warranties of each other Loan Party in each Loan Document to which it is a party, shall be true and expenses owed correct in all material respects (or, if qualified by materiality, in all respects) at the Fourth Amendment Effective Date as if made on and as of such Fourth Amendment Effective Date, except that (a) any representation or warranty relating to Purchaser any financial statements shall be deemed to be applicable to the financial statements most recently delivered to the Administrative Agent in accordance with the Facility Documents, in each case, in immediately available funds, provisions of the Loan Documents and without deduction, set-off or counterclaim; (b) a copy of this Amendment duly executed by each of the parties hereto; (c) a (i) copy of the Amendment Number Two other representation or warranty expressly stated to the Second Amended and Restated Pricing Side Letter to the Master Repurchase Agreement, dated be made as of the date hereof (the “Amendment No. 2”), (ii) the Amendment Number Three Closing Date shall not be deemed to the Second Amended and Restated Master Repurchase Agreement, dated have been repeated as of any date other than the date hereof, (iii) the Amendment Number Eight to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties thereto;Closing Date. (d) The Borrower shall have delivered to the first installment Administrative Agent (1) certified copies of evidence of all corporate and company actions taken by the Borrower and the other Loan Parties to authorize the execution and delivery of this Amendment, (2) certified copies of any amendments to the articles or certificate of incorporation, formation or organization, bylaws, partnership certificate or operating agreement of the Renewal Fee Borrower and each other Loan Party since the date of the Credit Agreement or, as applicable, the joinder of a Loan Party to the Loan Documents, (3) a certificate of incumbency for the officers or other authorized agents, members or partners of the Borrower and each other Loan Party executing this Amendment and the other Loan Documents related hereto and (4) such additional supporting documents as defined in the Amendment No. 2); andAdministrative Agent or counsel for the Administrative Agent reasonably may request. (e) any other Intentionally deleted. (f) Intentionally deleted. (g) All documents reasonably requested by Purchaser on or prior delivered pursuant to this Amendment must be of form and substance satisfactory to the date hereofAdministrative Agent and its counsel, and all legal matters incident to this Amendment must be satisfactory to the Administrative Agent's counsel. (h) Payment by the Borrower in immediately available funds of the fees agreed to in the fee letter entered into in connection with this Amendment and the fees and expenses required to be paid by Section 11 of this Amendment. (i) Intentionally deleted.

Conditions to Effectiveness of this Amendment. This Amendment shall become effective on the day (the “Effective Date”) when Seller shall have paid or delivered, as applicable, to Purchaser all of the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaser: (a) all accrued and unpaid fees and expenses owed to Purchaser in accordance with the Facility Documents, in each case, in immediately available funds, and without deduction, set-off or counterclaim; (b) a copy Notwithstanding any other provision of this Amendment duly executed by each and without affecting in any manner the rights of the parties hereto;Lenders hereunder, it is understood and agreed that this Amendment, the increase in the Commitments and the other terms contemplated hereby shall not become effective, and the Borrower shall have no rights under this Amendment, until: (ca) a The Administrative Agent shall have received (i) copy of the Amendment Number Two to fees set forth in the Second Amended and Restated Pricing Side Letter to the Master Repurchase Agreement, dated Fee Letters (as of the date hereof (the “Amendment No. 2”defined above), (ii) such fees as the Amendment Number Three Borrower has previously agreed to pay the Second Amended Administrative Agent or any of its affiliates in connection with this Amendment, and Restated Master Repurchase Agreement, dated as of the date hereof, (iii) reimbursement or payment of its costs and expenses incurred in connection with this Amendment or the Amendment Number Eight Credit Agreement (including reasonable fees, charges and disbursements of King & Spalding LLP, counsel to the Pricing Side Letter Administrative Agent); b) To the extent requested by any Lender in writing not less than five (5) Business Days prior to the Mortgage Loan Participation Purchase and Sale AgreementFirst Amendment Date, dated as of the date hereofany such Lender shall have received, not later than two (iv2) the Amendment Number Three calendar days prior to the Pricing Side Letter First Amendment Date, all documentation and other information with respect to the Loan Borrower that such Lender reasonably believes is required by regulatory authorities under applicable “know-your-customer” and Security Agreementanti-money laundering rules and regulations, dated as of including, without limitation, the date hereof, (vPatriot Act; and c) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by The Administrative Agent shall have received each of the parties theretofollowing: i. executed counterparts to this Amendment from the Borrower and the Lenders; (d) the first installment ii. a certificate of the Renewal Fee (as defined Secretary or Assistant Secretary of the Borrower in the form of Exhibit 3.1(b)(iii), attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, authorizing the execution, delivery and performance of the Amendment Noand certifying the name, title and true signature of each officer of the Borrower executing the Amendment; iii. 2)certified copies of the articles or certificate of incorporation of the Borrower, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdictions of organization of the Borrower and each other jurisdiction in which the failure to so qualify and be in good standing would have or would reasonably be expected to have a Material Adverse Effect; iv. a favorable written opinion of inside or outside counsel to the Borrower, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Borrower, the Amendment and the transactions contemplated herein as the Administrative Agent or the Required Lenders shall reasonably request; and (e) v. certified copies of all consents, approvals, authorizations, registrations and filings and orders, if any, required or advisable to be made or obtained under any other documents reasonably requested Requirement of Law, or by Purchaser on any Contractual Obligation of Borrower, in connection with the execution, delivery, performance, validity and enforceability of this Amendment or prior to any of the date hereoftransactions contemplated hereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by an governmental authority regarding the Commitments or any transaction being financed with the proceeds hereof shall be ongoing.

Conditions to Effectiveness of this Amendment. This Amendment and the amendments contained herein shall become effective on the day date (the “"Fourth Amendment Effective Date”") when Seller each of the conditions set forth below shall have paid or delivered, as applicable, been fulfilled to Purchaser all the satisfaction of the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to PurchaserAdministrative Agent: (a) The Administrative Agent shall have received counterparts of this Amendment, duly executed and delivered on behalf of the Borrower, the other Loan Parties, the Administrative Agent and the Lenders party hereto. (b) No event shall have occurred and be continuing that constitutes an Event of Default, or that would constitute an Event of Default but for the requirement that notice be given or that a period of time elapse, or both. (c) All representations and warranties of the Borrower contained in the Credit Agreement, and all accrued representations and unpaid fees warranties of each other Loan Party in each Loan Document to which it is a party, shall be true and expenses owed correct in all material respects (or, if qualified by materiality, in all respects) at the Fourth Amendment Effective Date as if made on and as of such Fourth Amendment Effective Date, except that (a) any representation or warranty relating to Purchaser any financial statements shall be deemed to be applicable to the financial statements most recently delivered to the Administrative Agent in accordance with the Facility Documents, in each case, in immediately available funds, provisions of the Loan Documents and without deduction, set-off or counterclaim; (b) a copy of this Amendment duly executed by each of the parties hereto; (c) a (i) copy of the Amendment Number Two other representation or warranty expressly stated to the Second Amended and Restated Pricing Side Letter to the Master Repurchase Agreement, dated be made as of the date hereof (the “Amendment No. 2”), (ii) the Amendment Number Three Closing Date shall not be deemed to the Second Amended and Restated Master Repurchase Agreement, dated have been repeated as of any date other than the date hereof, (iii) the Amendment Number Eight to the Pricing Side Letter to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof, (iv) the Amendment Number Three to the Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof, (v) the Amendment Number Six to the Loan and Security Agreement, dated as of the date hereof, and (vi) the Second Amended and Restated Acknowledgment Agreement, dated as of the date hereof, in each case duly executed by each of the parties thereto;Closing Date. (d) The Borrower shall have delivered to the first installment Administrative Agent (1) certified copies of evidence of all corporate and company actions taken by the Borrower and the other Loan Parties to authorize the execution and delivery of this Amendment, (2) certified copies of any amendments to the articles or certificate of incorporation, formation or organization, bylaws, partnership certificate or operating agreement of the Renewal Fee Borrower and each other Loan Party since the date of the Credit Agreement or, as applicable, the joinder of a Loan Party to the Loan Documents, (3) a certificate of incumbency for the officers or other authorized agents, members or partners of the Borrower and each other Loan Party executing this Amendment and the other Loan Documents related hereto and (4) such additional supporting documents as defined in the Amendment No. 2); andAdministrative Agent or counsel for the Administrative Agent reasonably may request. (e) any other Intentionally deleted. (f) Intentionally deleted. (g) All documents reasonably requested by Purchaser on or prior delivered pursuant to this Amendment must be of form and substance satisfactory to the date hereofAdministrative Agent and its counsel, and all legal matters incident to this Amendment must be satisfactory to the Administrative Agent's counsel. (h) Payment by the Borrower in immediately available funds of the fees agreed to in the fee letter entered into in connection with this Amendment and the fees and expenses required to be paid by Section 11 of this Amendment.