Common use of Conditions Clause in Contracts

Conditions. With respect to any Incremental Term Loan Commitments, such Incremental Term Loan Commitment shall become effective, as of such Term Loan Increase Effective Date; provided that: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Term Joinder); (ii) 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 such date as if made on and as of such date (except to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.

Conditions. With respect to any The Incremental Term Loan Commitments, such Incremental Term Loan Revolving Commitment shall become effective, effective as of such Term Loan Revolving Commitment Increase Effective Date; provided that: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Term Revolving Joinder); (ii) 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 such date as if made on and as of such date (except to (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, 8.7 with the consent of only the Incremental Lenders providing such Incremental Term FacilityRevolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Term Loan Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Term Revolving Joinder); provided that, if the primary purpose of such Incremental Term Facility Revolving Commitment is to finance a Limited Condition Acquisition, Acquisition permitted under Section 8.7, with the consent of only the Incremental Revolving Lenders providing such Incremental Term FacilityRevolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Term Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.

Conditions. With 8.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) This Agreement and the transactions contemplated hereby shall have been approved in the manner required by the Declaration of Trust and Bylaws and Agreement of Limited Partnership of AIP and RELP, respectively, and by applicable law or by applicable regulations of any stock exchange or other regulatory body by the holders of the AIP Common Shares and RELP Interests entitled to vote thereon. (b) Neither of the parties hereto shall be subject to any order or injunction of a court of competent jurisdiction which prohibits the consummation of the transactions contemplated by this Agreement. In the event any such order or injunction shall have been issued, each party agrees to use its reasonable efforts to have any such injunction lifted. (c) The Form S-4 shall have become effective and all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement shall have been obtained and no stop order with respect to any Incremental Term Loan Commitmentsof the foregoing shall be in effect. (d) AIP shall have obtained the approval for the listing of the AIP Common Shares issuable in the Merger on the NYSE, subject to official notice of issuance. (e) All consents, authorizations, orders and approvals of (or filings or registrations with) any governmental commission, board, other regulatory body or third parties required in connection with the execution, delivery and performance of this Agreement shall have been obtained or made, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such Incremental Term Loan Commitment consent, authorization, order, approval, filing or registration would not have a material adverse effect on the business, results of operations or financial condition of AIP and RELP (and their respective Subsidiaries), taken as a whole, following the Effective Time. 27 8.2 Conditions to Obligations of RELP to Effect the Merger. The obligation of RELP to effect the Merger shall become effectivebe subject to the fulfillment at or prior to the Closing Date of the following conditions, as of such Term Loan Increase Effective Date; provided thatunless waived by RELP: (ia) AIP shall have performed its agreements contained in this Agreement required to be performed on or prior to the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Term Joinder); (ii) Each of Closing Date and the representations and warranties made by any Loan Party of AIP contained in or pursuant to the Loan Documents this Agreement shall be true and correct in all material respects on and as of such date the Closing Date as if made on the Closing Date, and RELP shall have received a certificate of the President or an Executive or Senior Vice President of AIP, dated the Closing Date, certifying to such effect. (b) RELP shall have received the opinion of Liddell, Sapp ▇▇ another recognized law firm selected by AIP and approved by RELP, dated the Closing Date, to the effect that the Merger will be treated for Federal income tax purposes as a reorganization within the meaning of such date (except Section 368(a)(1)(A) of the Code, and that RELP and AIP will each be a party to (Athat reorganization within the meaning of Section 368(b) of the extent made as of a specific dateCode. In rendering its opinion, in which case such representation and warranty said counsel shall be true entitled to rely as to any factual matter upon certificates given by executive officers of RELP and correct in all material respects on AIP and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if entitled to assume that the primary purpose covenants of such Incremental Term Facility is AIP pursuant to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing 7.15 shall be limited fully complied with. (c) From the date of the Agreement through the Effective Time, there shall not have occurred any change in the financial condition, business or operations of AIP and its Subsidiaries, taken as a whole, that would have or would be reasonably likely to have an AIP Material Adverse Effect other than any such change that affects both RELP and AIP in a substantially similar manner. (d) The opinion of Houl▇▇▇▇ ▇▇▇ressed to RELP that the Purchase Price is fair, from a financial point of view, to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries);partners of RELP shall not have been withdrawn or materially modified. (iiie) no Default or Event of Default RELP shall have occurred received the opinion of Liddell, Sapp ▇▇ another recognized law firm selected by AIP and be continuing or would result from approved by RELP, dated the borrowings Closing Date, as to such customary matters as RELP may reasonably request, such opinion to be made on the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is reasonably satisfactory to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionRELP.

Conditions. With respect GMAC shall be permitted to any Incremental Term Loan Commitmentsdesignate, such Incremental Term Loan Commitment and the Purchaser shall become effectivebe permitted to accept the designation of, as Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of such Term Loan Increase Effective each of the following conditions on or prior to the related Addition Date; provided that: (i) GMAC shall represent that as of the condition set forth in Section 6.2(c) shall be satisfied (except related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as otherwise set forth in an Eligible Receivable and conveyed to the applicable Increase Term Joinder)Purchaser on such Addition Date is an Eligible Receivable; (ii) Each GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the representations and warranties made by any Loan Party in or list required to be delivered 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 to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries7.02(d); (iii) no Default or Event of Default GMAC shall have occurred agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be continuing or would result from true and correct as of the borrowings Addition Date; (vi) GMAC shall have delivered to be made on the Term Loan Increase Effective Date (except as otherwise Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under conditions set forth in Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time 2.7(b) of the execution of the relevant definitive acquisition agreementTrust Sale and Servicing Agreement shall have been satisfied; and (ivviii) GMAC shall have delivered to the Borrower shall deliver or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by Purchaser an Opinion of Counsel of GMAC substantially in the Administrative Agent in connection with any such transaction.form of Exhibit D.

Conditions. With respect Subject to the provisions of the immediately following sentence, the Holder’s obligations under Section 1 of this Agreement and the Company’s acceptance of any Incremental Term Loan Commitments, such Incremental Term Loan Commitment shall become effective, as Notes exchanged by the Holder and issuance of such Term Loan Increase Effective Date; provided that: (i) New Notes in the condition set forth in Section 6.2(c) Private Placement shall be satisfied (except as otherwise subject to consummation of the exchange offer contemplated by the Exchange and Tender Offer and the Private Placement consistent with the terms and subject to the conditions set forth in the applicable Increase Term Joinder); (ii) Each Sheet and the Private Placement Term Sheet, as applicable, and this Agreement and on terms and conditions reasonably acceptable to the Holder and the Company; provided that any amendment, modification or waiver of any terms or conditions of the representations Exchange and warranties made by Tender Offer, the Private Placement or any Loan Party in or pursuant other Transaction Document shall be reasonably acceptable to the Loan Documents shall be true Company and correct in all material respects on and as of such date as if made on and as of such date (except to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted Holder. The Holder’s obligations under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 1 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made Private Placement are contingent on the Term Loan Increase Effective Date (except approval of the Company’s senior lenders under that certain Revolving Credit and Security Agreement dated as otherwise set forth in of September 16, 2011 among the applicable Increase Term Joinder); provided thatCompany, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facilityeach other borrower thereunder, the foregoing shall at lenders party thereto and PNC Bank National Association, as agent for the Borrower’s election instead be tested at lenders (the time “Credit Agreement” and the “Credit Agreement Consent”). The Company and the Holder acknowledge and agree that notwithstanding any provision of the execution Term Sheet, the Private Placement Term Sheet or this Agreement to the contrary, the Holder’s exchange of the relevant definitive acquisition agreement; and Holder’s Notes for New Notes and the Company’s acceptance thereof (ivthe “Holder’s Notes Exchange Obligation”) is not contingent on the Borrower shall deliver or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested consummation of the tender offer contemplated by the Administrative Agent in connection with any such transactionExchange and Tender Offer or the consummation of the Private Placement.

Conditions. With respect Notwithstanding anything to the contrary set forth herein, a Holder will not be required to comply with Section 3.2 above in connection with any Incremental Term Loan Commitmentsproposed Sale of the Company (the “Proposed Sale”), such Incremental Term Loan Commitment shall become effective, as of such Term Loan Increase Effective Date; provided thatunless: (ia) such Holder is not liable for the condition set forth breach of any representation, warranty or covenant made by any other Person in Section 6.2(c) shall be satisfied connection with the Proposed Sale, other than the Company (except as otherwise set forth in to the applicable Increase Term Joinder)extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants provided by all stockholders; (iib) 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 such date as if made on and as of such date (except to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing liability shall be limited to such Holder’s applicable share (determined based on the Specified Representations (other than Section 5.19 respective proceeds payable to each Holder in connection with such Proposed Sale in accordance with the provisions of the Restated Certificate) of a negotiated aggregate indemnification amount that applies equally to all Holders but that in no event exceeds the amount of consideration otherwise payable to such Holder in connection with such Proposed Sale, except with respect to claims related to fraud by such Holder, the target in liability for which need not be limited as to such Permitted Acquisition and its subsidiaries)Holder; (iiic) no Default or Event upon the consummation of Default the Proposed Sale, unless waived pursuant to the terms of the Restated Certificate and as may be required by law, the aggregate consideration receivable by all holders of the Series A Preferred Stock and Common Stock shall have occurred be allocated among the holders of Series A Preferred Stock and be continuing or would result from the borrowings to be made Common Stock on the Term Loan Increase Effective Date basis of the relative liquidation preferences to which the holders of the Series A Preferred Stock and the holders of Common Stock are entitled in a Deemed Liquidation Event (except as otherwise set forth assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the applicable Increase Term JoinderCompany’s Restated Certificate in effect immediately prior to the Proposed Sale; provided, however, that, notwithstanding the foregoing provisions of this Section 3.3(b); provided that, if the primary purpose consideration to be paid in exchange for the Shares held by the Holder, as applicable, pursuant to this Section 3.3(b) includes any securities and due receipt thereof by any Holder would require under applicable law (x) the registration or qualification of such Incremental Term Facility is securities or of any person as a broker or dealer or agent with respect to finance such securities; or (y) the provision to any Holder of any information other than such information as a Limited Condition Acquisition, permitted prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term FacilitySecurities Act, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or Company may cause to be delivered a duly executed Increase Term Joinder and paid to any customary legal opinions or other documents reasonably requested such Holder in lieu thereof, against surrender of the Shares held by the Administrative Agent Holder, as applicable, which would have otherwise been sold by such Holder, an amount in connection with any cash equal to the fair value (as determined in good faith by the Board) of the securities which such transaction.Holder would otherwise receive as of the date of the issuance of such securities in exchange for the Shares held by the Holder, as applicable;

Conditions. With respect The transfer of the Farmout Interest and the Operatorship is subject to any Incremental Term Loan Commitments, such Incremental Term Loan Commitment shall become effective, as of such Term Loan Increase Effective Date; provided thatthe following conditions: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in Parties having obtained the applicable Increase Term Joinder)Consent; (ii) Each the Parties having obtained the written consent of the representations and warranties made by any Loan Party in or pursuant Competition Authority of Kenya to the Loan Documents shall be true transfer of the Farmout Interest and correct in all material respects on and as of such date as if made on and as of such date (except to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)Operatorship; (iii) no Default or Event of Default shall have occurred the EIA Project Report having been approved by NEMA and be continuing or would result from the borrowings to be made on the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided that, if the primary purpose written evidence of such Incremental Term Facility is approval having been received by ERHC and provided to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; andCEPSA; (iv) the Borrower shall deliver Farmor having provided the Farmee with a full and complete copy of the Deed of Novation; and (v) the Farmor having obtained from the Government and provided to the Farmee either: (a) a letter addressed to ERHC from the Government providing that the Contract is in full force and effect and that there has been no breach of applicable Kenyan Laws/Regulations resulting from the Contract having been in the name of a non-Kenyan registered entity prior to the Contract Transfer or, alternatively, if such breach of applicable Kenyan Laws/Regulations is outstanding that (1) the breach can be remedied or cause (2) that the Government will waive any further rights of enforcement with regard to be delivered such breach; or (b) a duly executed Increase Term Joinder Certificate of Compliance from the Government confirming that as of the date of the Agreement the Farmor has complied with all applicable Kenyan Laws/Regulations with regard to the Contract and that there is no outstanding breach thereof, provided that any customary legal opinions or other documents reasonably requested such document obtained by the Administrative Agent in connection Farmor shall be reasonably satisfactory to CEPSA, with any CEPSA acting reasonably at all times, with each of the above being a “Condition” and together being the “Conditions”. Subject to such transactionterms, conditions, and obligations herein as are contingent upon the fulfillment of the Conditions, this Agreement and all the obligations of the Parties hereunder shall be effective as from the Effective Date, including but not limited to (a) the Farmor’s obligation to proceed with the transfer of the Farmout Interest and the Operatorship and (b) the Farmee’s obligation to pay the Past Costs and Attributable Costs as provided herein.

Conditions. With respect In addition to being subject to the satisfaction of the conditions contained in Section 5.2 hereof, the obligation of the Issuing Bank to issue any Incremental Term Loan Commitments, such Incremental Term Loan Commitment shall become effective, as Facility Letter of such Term Loan Increase Effective Date; provided thatCredit is subject to the satisfaction in full of the following conditions: (ia) the condition set forth Borrower shall have delivered to the Issuing Bank at such times and in Section 6.2(c) shall such manner as the Issuing Bank may reasonably prescribe such documents and materials as may be satisfied (except as otherwise set forth in reasonably required pursuant to the applicable Increase Term Joinder); (ii) Each terms of the representations proposed Facility Letter of Credit (it being understood that if any inconsistency exists between such documents and warranties made by any the Loan Party in or pursuant to Documents, the terms of the Loan Documents shall be true control) and correct in all material respects on and as the proposed Facility Letter of such date as if made on and as of such date (except to (A) the extent made as of a specific date, in which case such representation and warranty Credit shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited reasonably satisfactory to the Specified Representations (other than Section 5.19 with respect Issuing Bank as to the target in such Permitted Acquisition form and its subsidiaries)content; (iiib) as of the date of issuance, no order, judgment or decree of any court, arbitrator or governmental authority shall purport by its terms to enjoin or restrain the Issuing Bank from issuing the requested Facility Letter of Credit and no law, rule or regulation applicable to the Issuing Bank and no request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over the Issuing Bank shall prohibit or request that the Issuing Bank refrain from the issuance of Letters of Credit generally or the issuance of the requested Facility Letter of Credit in particular, provided, in such event, the Borrower shall have the right to select an alternate Issuing Bank which shall be one of the Lenders; (c) there shall not exist any Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementUnmatured Default; and (ivd) the Borrower shall deliver or cause have paid those portions of the Facility Letter of Credit Fee referred to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by in Section 3.8 hereof that are due on the Administrative Agent in connection with any such transactionIssuance Date.

Conditions. With respect In addition to being subject to the satisfaction of the conditions contained in Sections 5.1 and 5.2, the obligation of an Issuing Bank to issue any Incremental Term Loan Commitments, such Incremental Term Loan Commitment shall become effective, as Letter of such Term Loan Increase Effective Date; provided thatCredit is subject to the satisfaction in full of the following conditions: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Term Joinder); (ii) 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 such date as if made on and as of such date (except to (A) the extent made as of a specific date, in which case such representation and warranty applicable Borrower shall be true and correct in all material respects on and as of such specific date and have delivered to the applicable Issuing Bank (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided thatand, if the primary purpose Issuing Bank is a Lender other than ▇▇▇▇▇ Fargo, with a copy to the Administrative Agent) at such times and in such manner as such Issuing Bank may reasonably prescribe, a request for issuance of such Incremental Term Facility is Letter of Credit in substantially the form of Exhibit C hereto (each such request a “Request For Letter of Credit”), duly executed applications for such Letter of Credit, and such other documents, instructions and agreements as may be required pursuant to finance a Limited Condition Acquisition permitted under Section 8.7the terms thereof (all such applications, with documents, instructions, and agreements being referred to herein as the consent “L/C Documents”), and the proposed Letter of only the Incremental Lenders providing such Incremental Term Facility, the foregoing Credit shall be limited reasonably satisfactory to such Issuing Bank as to form and content; it being agreed that any Letter of Credit application submitted by the Specified Representations (other than Company through any Issuing Bank’s approved internet portal or approved electronic intake system shall be deemed to meet all of the requirements of this Section 5.19 3.4(A) with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Term Loan Increase Effective Date (except as otherwise set forth in further action being required by the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (ivB) as of the Borrower date of issuance no order, judgment or decree of any court, arbitrator or Governmental Authority shall deliver purport by its terms to enjoin or cause restrain the applicable Issuing Bank from issuing such Letter of Credit and no law, rule or regulation applicable to be delivered such Issuing Bank and no request or directive (whether or not having the force of law) from a duly executed Increase Term Joinder Governmental Authority with jurisdiction over such Issuing Bank shall prohibit or request that such Issuing Bank refrain from the issuance of Letters of Credit generally or the issuance of that Letter of Credit. (C) In the event of any conflict between the terms of this Agreement and the terms of any customary legal opinions or other documents reasonably requested by application for a Letter of Credit, the Administrative Agent in connection with any such transactionterms of this Agreement shall control.

Conditions. With respect to any Such Incremental Term Loan Commitments, such Commitments and Incremental Term Revolving Loan Commitment Commitments shall become effective, as of such Term Loan Increase Effective Date; provided that: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Term Joinder); (ii) 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 such date as if made on and as of such date (except to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of funding; provided, that, with respect to any Incremental Facilities incurred in connection with a Limited Condition Transaction, the execution foregoing condition shall not be required to be satisfied and instead no Event of Default under Section 8.01(a), (b), (d) (solely with respect to the failure to comply with Section 6.08), (g) or (h) shall have occurred and be continuing on the LCT Test Date; (ii) the proceeds of the relevant definitive acquisition agreement; andIncremental Term Loans and/or Incremental Revolving Loans shall be used in accordance with Section 3.11 and Section 5.08; (iviii) the Borrower shall deliver or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions amendments to the Loan Documents or other documents reasonably requested by the Administrative Agent or any Incremental Term Loan Lender or Incremental Revolving Loan Lender in connection with any such transaction; (iv) any such Incremental Term Loans shall be in an aggregate amount of at least $500,000 and integral multiples of $100,000 above such amount (except, in each case, such minimum amount and integral multiples amount shall not apply when the Borrower uses all of the Incremental Term Loan Commitments available at such time); (v) any Incremental Facilities shall be secured on a pari passu basis with the Term Loans, shall not be secured by a Lien on any assets of the Borrower or any Guarantor not constituting Collateral and shall not be guaranteed by any person other than the Guarantors; (vi) subject to customary “SunGard” limitations (to the extent agreed to by the Lenders providing the applicable Incremental Facility and to the extent the proceeds of the applicable Incremental Facility are being used to finance a Limited Condition Transaction), each of the representations and warranties made by any Credit Party set forth in Article III hereof 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 of such credit extension (or, subject to Section 1.06, on the LCT Test Date) with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties 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) as of such earlier date; and (vii) solely with respect to any Incremental Facility incurred in reliance on clause (ii) of the definition of Maximum Incremental Facilities Amount (and for the avoidance of doubt, not including any Incremental Facility incurred in reliance on the Fixed Incremental Amount), Holdings and its Subsidiaries shall be, on a Pro Forma Basis, in compliance with Section 6.08; provided that if the Borrower has made an LCT Election with respect to such Limited Condition Transaction, compliance with Section 6.08 shall be determined instead on a Pro Forma Basis on the LCT Test Date as if the Limited Condition Transaction had occurred on such date.

Conditions. With respect to any Incremental Term Loan Commitments, such Incremental Term Loan Commitment The increased or new Commitments shall become effective, as of such Term Loan Increase Effective Date; provided that: (i) the condition set forth in The Administrative Agent shall have received a Borrowing Request as required by Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Term Joinder)2.03; (ii) Each each of the representations and warranties made by the Borrower set forth in Article III hereof or in any other Loan Party in or pursuant to the Loan Documents Document shall be true and correct in all material respects on and as of such date as if made on and as of such date Increase Effective Date (except to (A) the extent made as of a specific such representations and warranties expressly relate to an earlier date, in which case such representation and warranty they shall be true and correct in all material respects on and as of such specific date and (B) earlier date, and, to the extent such representations and warranties are qualified by materiality as to materiality, Material Adverse Effect or similar language, such representations shall be true and correct in all respects); provided provided, that, if in the primary purpose case of such Incremental Term Facility is Loans incurred to finance a Limited Condition Acquisition make an acquisition or other investment permitted under Section 8.7to be made hereunder, with such representations and warranties to be made on the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing Increase Effective Date shall be limited to the Specified Representations and the “acquisition agreement representations” (other than Section 5.19 with respect to the target in or similar representations) conformed as appropriate for such Permitted Acquisition and its subsidiaries)transaction; (iii) no Default (or, in the case of Incremental Term Loans incurred to make an acquisition or other investment permitted hereunder no Event of Default described in Section 7.01(a), (b), (h) or (i)) shall have occurred and be continuing or would result from the borrowings to be made on the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementDate; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.

Conditions. With 8.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) This Agreement and the transactions contemplated hereby shall have been approved in the manner required by the Declaration of Trust and Bylaws and Agreement of Limited Partnership of AIP and RELP, respectively, and by applicable law or by applicable regulations of any stock exchange or other regulatory body by the holders of the AIP Common Shares and RELP Interests entitled to vote thereon. (b) Neither of the parties hereto shall be subject to any order or injunction of a court of competent jurisdiction which prohibits the consummation of the transactions contemplated by this Agreement. In the event any such order or injunction shall have been issued, each party agrees to use its reasonable efforts to have any such injunction lifted. (c) The Form S-4 shall have become effective and all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement shall have been obtained and no stop order with respect to any Incremental Term Loan Commitments, such Incremental Term Loan Commitment shall become effective, as of such Term Loan Increase Effective Date; provided that: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Term Joinder); (ii) 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 such date as if made on and as of such date (except to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries);effect. (iiid) no Default or Event of Default AIP shall have occurred and be continuing or would result from obtained the borrowings to be made approval for the listing of the AIP Common Shares issuable in the Merger on the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided thatNYSE, if the primary purpose subject to official notice of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; andissuance. (ive) the Borrower shall deliver All consents, authorizations, orders and approvals of (or cause to be delivered a duly executed Increase Term Joinder and filings or registrations with) any customary legal opinions governmental commission, board, other regulatory body or other documents reasonably requested by the Administrative Agent third parties required in connection with the execution, delivery and performance of this Agreement shall have been obtained or made, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such transactionconsent, authorization, order, approval, filing or registration would not have a material adverse effect on the business, results of operations or financial condition of AIP and RELP (and their respective Subsidiaries), taken as a whole, following the Effective Time.

Conditions. With respect No Incremental Facility shall become effective under this Section 2.1.2 unless, after giving effect to such Incremental Facility, the Loans to be made thereunder, and the application of the proceeds therefrom (but without giving effect to any Incremental Term Loan Commitments, such Incremental Term Loan Commitment shall become effective, as netting of such Term Loan Increase Effective Date; provided that:the proceeds thereof): (i) after giving pro forma effect to such Incremental Facility and the condition set forth in Section 6.2(c) shall be satisfied use of proceeds thereof (except as otherwise set forth and assuming, in the applicable Increase Term Joindercase of an Incremental Facility, that the entire amount of such increase is funded) on the effective date thereof and other pro forma adjustments (including any related acquisitions, dispositions, incurrence and repayment of indebtedness and other transactions to be agreed); , (ii1) Each no Default or Event of Default shall exist at the time of incurrence of such Incremental Facility, (2) the representations and warranties made by any the Loan Party Parties in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of (or in all respects if such date as if made on and as of representation or warranty contains any materiality qualifier, including references to “material,” “Material Adverse Effect” or dollar thresholds) after giving effect to such date Incremental Facility (except to (A) the extent unless such representation or warranty is expressly made as of a specific an earlier date, in which case such representation and or warranty shall be true and correct in all material respects on and (or in all respects if such representation or warranty contains any materiality qualifier, including references to “material,” “Material Adverse Effect” or dollar thresholds) as of such specific date earlier date) and (B3) representations and warranties qualified by materiality shall be true and correct the Borrowers are in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, compliance with the consent financial covenants set forth in Section 11.12 as of only the last day of the most recently ended twelve fiscal month period for which financial statements have been delivered; (ii) the aggregate amount of all Incremental Facilities shall not exceed the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)Cap; (iii) no Default or Event the proceeds of Default any Incremental Facility shall have occurred and be continuing or would result from used solely for Permitted Acquisitions as expressly permitted by the borrowings to existing Lenders; (iv) each Incremental Facility shall be made on the same terms as those applicable to the existing Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementLoans; and (ivv) the Borrower shall deliver or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionshall have received a certificate of a Responsible Officer of the Borrower certifying as to the foregoing.

Conditions. Investor’s obligation to fund, or cause to be funded, the Commitment pursuant to this letter agreement is subject to the satisfaction of the following conditions, as applicable: (a) With respect to any Incremental Term Loan CommitmentsSection 1(a) above, such Incremental Term Loan Commitment shall become effective, as of such Term Loan Increase Effective Date; provided that: either (i) the condition satisfaction, or express written waiver by Parent and Merger Sub, at Closing, of all conditions precedent to the obligations of Parent and Merger Sub to accept for payment, and pay for, those Shares validly tendered pursuant to the Offer, and not validly withdrawn, set forth in Section 6.2(cAnnex I to the Merger Agreement, or (ii) a Final Order shall be satisfied (except as otherwise have been obtained awarding specific performance or other equitable remedy to specifically enforce Parent’s and Merger Sub’s obligations to accept for payment, and pay for, those Shares validly tendered pursuant to the Offer, and not validly withdrawn, or to consummate the Closing on the terms and conditions set forth in the applicable Increase Term JoinderMerger Agreement (the “Closing Specific Performance Remedy”);; provided that (1) Investor and/or its permitted assignees will not have any obligation under any circumstances to contribute to, purchase equity or debt securities of or otherwise provide funds to Parent or Merger Sub pursuant to Section 1(a) above in any amount in excess of the Commitment, (2) the equity contributed by Investor and/or its permitted assignees to Parent or Merger Sub pursuant to this Section 2(a) may only be used by Parent or Merger Sub to satisfy the obligations described in Section 1(a), and not for any other purpose and (3) funding of the Commitment with respect to Section 1(a) above will occur substantially contemporaneously with the Offer Acceptance Time. In the event that the Transaction Consideration is reduced in accordance with the terms of the Merger Agreement and therefore Parent and Merger Sub do not require Investor to fund all of the equity financing with respect to which Investor has made its Commitment in order to consummate the Transactions contemplated by the Merger Agreement, then the amount required to be funded by Investor under this letter agreement pursuant to Section 1(a) will be correspondingly reduced. In the event that Parent and Merger Sub do not require the total aggregate amount of the Commitment in order to consummate the Transactions, the amount to be funded under this letter agreement will be reduced, without limitation, by the amount (if any) of the debt financing proceeds funded at the Closing to fund a portion of the Transaction Consideration and to pay related expenses and other amounts payable by Parent or Merger Sub at the Closing. (b) With respect to Section 1(b) above, a Final Order shall be obtained awarding the Company damages arising out of, caused by or resulting from a Willful Breach by Parent or Merger Sub of their obligations under the Merger Agreement, in each case, in the aggregate, up to the Willful Breach Cap Amount and subject to the terms and conditions of the Merger Agreement; provided that (i) Investor and/or its permitted assignees will not have any obligation under any circumstances to contribute to, purchase equity or debt securities of or otherwise provide funds to Parent or Merger Sub pursuant to Section 1(b) above in any amount in excess of the Willful Breach Cap Amount, (ii) Each the equity contributed by Investor and/or its permitted assignees to Parent or Merger Sub pursuant to this Section 2(b) may only be used by Parent or Merger Sub to satisfy the obligations described in Section 1(b), and not for any other purpose and (iii) funding of the representations and warranties made amount payable for damages arising out of, caused by any Loan Party in or resulting from a Willful Breach pursuant to Section 1(b) above, which such amount shall not exceed the Loan Documents shall be true and correct in all material respects on and as Willful Breach Cap Amount, will occur within two Business Days of receipt of such date as if made on Final Order. (c) With respect to Section 1(c) above, the valid termination of the Merger Agreement by Parent or the Company pursuant to and as in accordance with Section 8.1(c) of such date the Merger Agreement; provided that (except 1) Investor and/or its permitted assignees will not have any obligation under any circumstances to contribute to, purchase equity or debt securities of or otherwise provide funds to Parent or Merger Sub pursuant to Section 1(c) above in any amount in excess of the Parent Termination Fee, and (A2) the extent made as of a specific dateequity contributed by Investor and/or its permitted assignees to Parent or Merger Sub pursuant to this Section 2(c) may only be used by Parent or Merger Sub to satisfy the obligations described in Section 1(c), in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date not for any other purpose and (B3) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose funding of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 Parent Termination Fee with respect to the target in such Permitted Acquisition and its subsidiaries); (iiiSection 1(c) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made above will occur on the Term Loan Increase Effective Date (except as otherwise set forth in day the applicable Increase Term Joinder); provided that, if the primary purpose of Merger Agreement termination occurs and substantially contemporaneously with such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactiontermination.

Conditions. With respect 5.1 The provision of funding by the City pursuant to sections 2.3, 2.4 and 2.7 is subject to the following conditions precedent, each of which is for the exclusive benefit of the City, and may be waived in full or in part by the City by written notice to the Proponent: (a) the Proponent is the registered owner in fee simple of the lands described in Schedule “L”; (b) any Incremental Term Loan CommitmentsContribution Agreement referred to in section 3.4 remaining in force and the Proponent being in good standing thereunder; (c) there being no Claim for Lien under the Construction Lien Act registered against the Project; (d) there being in existence no unregistered lien or statutory claim having priority against the Project; (e) the Proponent's title to the Project being free from any encumbrances other than the Permitted Encumbrances; (f) the Proponent being in good standing under all of the Permitted Encumbrances; (g) there being no work orders issued against the Project by any governmental entity, such Incremental Term Loan Commitment shall become effective, as of such Term Loan Increase Effective Dateagency or official; (h) the Proponent having provided the City with the security documents required by section 7 and in accordance with the said section; provided that:and (i) all funds provided by means of a Contribution by Others due on or before a disbursement date hereunder having been fully advanced to the condition set forth Proponent on or before such disbursement date and having been secured by by-law, agreement or otherwise and attached as Schedule "C". 5.2 If any of the conditions contained in Section 6.2(c) section 5.1 have not been fulfilled on the date for the disbursement of the Loan by the City pursuant to sections 2.3 or 2.4 and are not waived by the City pursuant to section 5.1, the City shall be satisfied under no obligation to make any advance of the Loan to the Proponent and the City shall thereupon have the right to terminate this Agreement and, in that event, neither party to this Agreement shall have any rights or obligations hereunder, save and except that the City may, notwithstanding such termination, bring an action against the Proponent for all losses, costs and expenses, including, without limitation, reasonable legal fees incurred by the City in connection with this Agreement where the non- performance or non-fulfillment of a condition is a result of a breach of a covenant by the Proponent. 5.3 The provision of Funds by the City pursuant to section 2.6 is subject to the following conditions precedent, each of which is for the exclusive benefit of the City, and may be waived in full or in part by the City by written notice to the Proponent: (except as otherwise set forth a) any Contribution Agreement referred to in section 3.4 remaining in force and the applicable Increase Term Joinder)Proponent being in good standing thereunder; (iib) Each of there being no Claim for Lien under the representations and warranties made by any Loan Party in or pursuant to Construction Lien Act registered against 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 to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)Project; (iiic) there being in existence no Default unregistered lien or Event statutory claim having priority against the Project; (d) the Proponent’s title to the Project being free from any registered encumbrances other than the Permitted Encumbrances; (e) the Proponent being in good standing under all of Default shall have occurred the Permitted Encumbrances; (f) there being no work orders issued against the Project by any governmental entity, agency or official; (g) the City has approved the information reports required in section 8.1 (c) ; (h) the City has approved the Proponent's Targeting Plan and be continuing or would result from has advised the borrowings to be made City, on an annual basis, that the Term Loan Increase Effective Date (except as otherwise set forth Proponent is in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, compliance with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionTargeting Plan.

Conditions. With respect to any The Incremental Term Loan Commitments, such Incremental Term Loan Commitment Commitments shall become effective, effective as of such Term Loan the Increase Effective Date; provided that: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Term Joinder); (ii) 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 such date as if made on and as of such date (except to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Term Loan Increase Effective Date or, solely with respect to an Incremental Term Loan Commitment the proceeds of which are intended to and shall be used to finance substantially contemporaneously a Permitted Acquisition or any other Acquisition permitted by Section 7.03 which is subject to customary “Funds Certain Provisions”, unless the Persons holding not less than a majority of the commitments to provide such Incremental Term Loan waive the absence of a Default or Event of Default as a condition to funding thereof, on the date on which the related acquisition agreement is executed and becomes effective (any such date, an “Permitted Acquisition Agreement Signing Date”); (ii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except, if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty shall be true and correct in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct as otherwise set forth of such earlier date, and except that for purposes of this Section 2.16(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01; provided, that with respect to Incremental Commitments the proceeds of which are intended to and shall be used to finance substantially contemporaneously a Permitted Acquisition or any other Acquisition permitted by Section 7.03 which is subject to customary “Funds Certain Provisions”, (i) the representation and warranty in the second sentence of Section 5.07 shall be deemed to expressly relate to the applicable Increase Permitted Acquisition Signing Date and (ii) in the case of such Incremental Commitments that are Incremental Term Joinder); provided thatLoan Commitments, if the primary purpose bring-down of such representations and warranties may be modified to reflect customary “Funds Certain Provisions” as agreed to by Administrative Agent and the holders of such Incremental Term Facility is to finance Loan Commitments; (iii) on a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing Pro Forma Basis (assuming that such Incremental Term FacilityCommitment is fully drawn and giving effect to any Acquisition being consummated with advances under such Incremental Commitments), the foregoing Borrower shall at the Borrower’s election instead be tested at the time in compliance with each of the execution covenants set forth in Section 7.11; (iv) the Borrower shall make any breakage payments in connection with any adjustment of the relevant definitive acquisition agreementRevolving Loans pursuant to Section 2.16(d); and (ivv) the Borrower shall deliver or cause to be delivered a duly executed Increase Term Joinder customary officer’s certificates and any customary legal opinions or other documents to the extent reasonably requested by the Administrative Agent in connection with any such transactionAgent.

Conditions. With respect to any Incremental Term Loan Commitments, such Incremental Term Loan The Investor’s Commitment shall become effective, as of such Term Loan Increase Effective Date; provided that: be subject to (ia) the condition execution and delivery of the Transaction Agreement by all parties thereto, (b) the satisfaction or waiver by Parent and Merger Sub of each of the conditions to Parent’s and Merger Sub’s obligations to effect the Closing set forth in Section 6.2(c) shall Article 7 of the Transaction Agreement (in each case, other than any conditions that by their nature are to be satisfied at the Closing, but subject to the prior or substantially concurrent satisfaction or waiver of such conditions), (except as otherwise set forth c) the substantially contemporaneous, or prior, funding of the Debt Financing (or, if applicable any Alternative Financing) in accordance with the terms of the applicable Increase Term Joinder); (ii) Each Commitment Letter at the Closing if each of the representations Commitment and warranties made the Other Investors’ Commitments is funded and (d) the substantially simultaneous consummation of the Closing in accordance with the terms of the Transaction Agreement. If the amount required to be paid by any Loan Party in or Parent pursuant to the Loan Documents shall be true Transaction Agreement is less than the aggregate sum of the Investor’s Commitment as funded and correct in all material respects on the Other Investors’ Commitments as funded, solely to the extent Parent does not require the full amount of the Commitment and as of such date as if made on and as of such date the Other Investors’ Commitments to fund (except to (Aa) the extent made as Merger Consideration required to be paid by Parent at the Closing pursuant to Article 3 of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date the Transaction Agreement and (Bb) representations pay the Transaction Expenses, the Investor’s Commitment hereunder and warranties qualified by materiality shall the Other Investors’ Commitments will each be true accordingly reduced with such reduction allocated to the Investor’s Commitment and correct in all respects)the Other Investors’ Commitments on a pro rata basis; provided that, if that (x) it will thereafter be possible for Parent to satisfy payments (and without breaching the primary purpose terms of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, the Debt Commitment Letter or causing the failure of any of the conditions set forth therein) with the consent Investor and the Other Investors contributing less than the full amount of only the Incremental Lenders providing Commitment and the Other Investors’ Commitments, respectively and (y) such Incremental Term Facility, amounts referred to in the foregoing shall be limited to the Specified Representations clauses (other than Section 5.19 with respect to the target in such Permitted Acquisition a) and its subsidiaries); (iiib) no Default or Event of Default shall have occurred are actually funded at Closing and be continuing or would result from the borrowings to be made on the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionnot returned.

Conditions. With respect The above stated indemnity is subject to the following conditions; provided, however that any Incremental Term Loan Commitments, failure to satisfy such Incremental Term Loan Commitment conditions shall become effective, as of such Term Loan Increase Effective Date; provided thatexcuse iSecureTrac from its indemnification obligation hereunder only to the extent (if any) that it is prejudiced thereby: (ia) DISTRIBUTOR must promptly notify iSecureTrac in writing of any claim of infringement covered by such indemnity upon obtaining actual knowledge thereof and provide iSecureTrac, at its reasonable request and at iSecureTrac's expense, with the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Term Joinder)reasonable assistance, information and cooperation necessary to defend against any such claim or litigation; (b) DISTRIBUTOR must grant iSecureTrac sole authority to defend or settle such claim with counsel reasonably satisfactory to DISTRIBUTOR, except that the iSecureTrac shall not settle any such claim without first obtaining DISTRIBUTOR's prior written consent, unless: (i) such settlement contains no finding or admission of fault or violation of law on the part of DISTRIBUTOR, (ii) Each of the representations sole relief provided in such settlement is monetary damages that are paid in full by iSecureTrac, and warranties made by (iii) if iSecureTrac fails to retain counsel or otherwise defend 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 to (A) the extent made as of a specific dateclaim, DISTRIBUTOR may, in which case DISTRIBUTOR's sole discretion and without prior notice to or approval from iSecureTrac, defend or settle such representation claim at iSecureTrac's sole cost and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)expense; (iiic) no Default Any costs paid by iSecureTrac for such claim pursuant to its indemnity hereunder that are incurred or Event of Default recovered in such litigation or negotiation shall have occurred and be continuing or would result from the borrowings accrue to be made on the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementiSecureTrac's account; and (ivd) If a preliminary injunction or final judgment is entered against DISTRIBUTOR's use, resale, distribution, or operation of any Product because of any alleged infringement, then in addition to the Borrower indemnity provided herein, iSecureTrac, at its own expense and option shall deliver (i) modify or cause replace the Product so that it becomes non-infringing while providing equivalent performance, functionality, and compatibility; or (ii) procure for DISTRIBUTOR the right to be delivered continue to use and resell Products; or (iii) in the event iSecureTrac has been unable to achieve such procurement or modifications despite its best efforts, to refund to DISTRIBUTOR the Price DISTRIBUTOR paid for such Product or Products less a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionstraight line depreciation for actual use computed based on a five (5) year useful life.

Conditions. With respect No Incremental Facility shall become effective under this Section 2.1(e) unless, after giving effect to any Incremental Term Loan Commitments, such Incremental Term Loan Commitment shall become effectiveFacility, as the Loans to be made thereunder (and assuming, in the case of an Incremental Facility, that the entire amount of such Term Loan Increase Incremental Facility is funded), and the application of the proceeds therefrom: (A) no Default or Event of Default shall exist on the Incremental Effective Date; provided that: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Term Joinder); (ii) Each of the representations and warranties made by any Loan Party in or pursuant provided, that 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 to (A) extent the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose proceeds of such Incremental Term Facility is are being used to finance the a Limited Condition Acquisition permitted under Section 8.7Acquisition, with the consent of only the Incremental Lenders providing such Incremental Term Facility, Facility may agree to fund such Incremental Facility if (i) as of the foregoing shall be limited to date of signing the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Limited Condition Acquisition and its subsidiaries); (iii) Agreement no Default or Event of Default shall have occurred and be continuing and (ii) as of the date of funding of such Incremental Facility no Default or would result from Event of Default under Section 8.1(a), Section 8.1(f) or Section 8.1(g) shall have occurred and is continuing at such time of funding; (B) no commitment of any Lender shall be increased without the borrowings to be made on consent of such Lender, and any Person providing an Incremental Term Loan Commitment that is not a Lender shall satisfy the requirements under Section 10.9(b) of a permitted assignee of the Term Loan Increase Effective Date Loans; (except as otherwise set forth in the applicable Increase Term Joinder); provided that, if the primary purpose C) proceeds of such Incremental Term Facility is to finance a Limited Condition AcquisitionLoan will be used for working capital and other general corporate purposes of Borrower and its Subsidiaries (including for Consolidated Capital Expenditures, Permitted Acquisitions, other permitted under Section 8.7Investments, with Restricted Payments, repayments of Subordinated Indebtedness and any other use not prohibited by the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementLoan Documents); (D) [Reserved]; and (ivE) Agent shall have received a certificate of a Responsible Officer of the Borrower shall deliver or cause certifying as to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionforegoing.

Conditions. With The effectiveness of the consents contained in Section 1 hereof, the obligation of Administrative Agent to deliver the Partnership Release pursuant to Section 2 hereof and the effectiveness of the amendments to the Credit Agreement contained in Section 3 hereof are subject to the prior or concurrent satisfaction of each of the following conditions: (a) Pubco shall have completed an initial public offering of common stock pursuant to an effective registration statement under the Securities Act of 1933 (as amended) on a firm commitment basis in which the aggregate Net Proceeds received by Pubco are not less than $100,000,000 (the “IPO”). (b) The Restructure shall have been completed substantially in accordance with the Steps Plan (other than any components thereof expressly designated as “optional” on the Steps Plan). (c) The Administrative Agent shall have received copies of all of the material agreements, instruments and undertakings to which any of the Loan Parties are bound or by which any such Person or any of its Property is bound or affected relating to, or arising out of, the Restructure (and expressly including all modifications, amendments and supplements to the Senior Notes Documents entered into in connection with the Restructure) (the “Restructure Documents”), each of which shall be certified by the Borrower Representative as true, correct and complete. (d) Holdings (for this purpose as defined in the Credit Agreement after giving effect to the amendments in Section 3 hereof) shall have entered into a Loan Party Joinder Agreement and Collateral Documents, and executed and delivered, or caused to be executed and delivered, to the Applicable Agents such documents, agreements and instruments (including opinions of counsel), and taken or caused to be taken all such further actions which would be required pursuant to Section 5.14(a) and (b) of the Credit Agreement if Holdings were a newly acquired or organized Subsidiary of a Loan Party, and pursuant to which Holdings will become a party to the Credit Agreement and the other Loan Documents as a Loan Party and provide security over is property and assets of the type that constitutes Collateral granted by the other Loan Parties. (e) The Partnership shall have been released in full from all of its obligations and liabilities under the Senior Notes Documents. (f) The Administrative Agent shall have received, each in form and substance reasonably satisfactory to the Administrative Agent, an amendment or joinder to the Senior Notes Intercreditor Agreement duly executed and delivered by Holdings (for this purpose as defined in the Credit Agreement after giving effect to the amendments in Section 3 hereof) (and an acknowledgment from the parties thereto), in each case as deemed reasonably necessary by the Administrative Agent. (g) The Administrative Agent shall have received an updated perfection certificate with respect to any Incremental Term Loan CommitmentsHoldings (for this purpose as defined in the Credit Agreement after giving effect to the amendments in Section 3 hereof) after giving effect to the Restructure. (h) The Administrative Agent shall have received, such Incremental Term Loan Commitment shall become effectiveeach in form and substance reasonably satisfactory to the Administrative Agent, as Schedules 3.15A and 3.15B pursuant to Section 3.16 of such Term Loan Increase Effective Date; provided that:this Amendment. (i) Each Lender shall have received such information as it shall have reasonably requested with respect to Holdings (for this purpose as defined in the condition set forth Credit Agreement after giving effect to the amendments in Section 6.2(c3 hereof) shall be satisfied and each direct or indirect parent company of Holdings (except for this purpose as otherwise set forth defined in the Credit Agreement after giving effect to the amendments in Section 3 hereof) in order to comply with “know your customer” requirements under applicable Increase Term Joinder);law and such Lender’s internal policies. (iij) Each representation and warranty of the representations Loan Parties in the Credit Agreement and warranties made by any Loan Party in or pursuant to the other Loan Documents shall be true and correct in all material respects on after giving effect to the Restructure and as of such date as if made on and as of such date (the amendments to the Credit Agreement contained in Section 3 hereof except to (A) the extent made as of a specific such representations and warranties expressly relate to an earlier date, in which case such representation and warranty shall be they were true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries);earlier date. (iiik) no No Default or Event of Default shall have occurred which is continuing before and be continuing or would result after giving effect to the Restructure and the amendments to the Credit Agreement contained in Section 3 hereof. (l) Administrative Agent shall have received a certificate from the borrowings Borrower Representative in form and substance satisfactory to be made on the Term Loan Increase Effective Date (except as otherwise Administrative Agent certifying to the satisfaction of each condition set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under this Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction6.1.

Conditions. With respect to any Incremental Term Loan Commitments, such Incremental Term Loan Each Commitment Increase shall become effective, effective on the proposed effective date set forth in the Borrowers’ request for a Commitment Increase or such later date as of such Term Loan the Administrative Agent and the Borrowers agree (the “Increase Effective Date; provided that”), which in any event shall be on or after the date on which the Administrative Agent shall have received: (i) the condition set forth an Additional Lender Supplement for each Additional Lender participating in Section 6.2(c) shall be satisfied (except as otherwise set forth such Commitment Increase and an Increasing Lender Supplement for each Increasing Lender participating in the applicable Increase Term Joinder)such Commitment Increase, in each case duly executed by all parties thereto; (ii) Each such documents and opinions consistent with those delivered on the Effective Date as to the organizational power and authority of the Borrowers to request Letters of Credit hereunder after giving effect to such Commitment Increase as the Administrative Agent may reasonably request; (iii) such evidence of appropriate corporate or other organizational authorization on the part of the Borrowers, Parent and the other Obligors with respect to such Commitment Increase as the Administrative Agent may reasonably request; (iv) if requested by the Administrative Agent, an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers and the Obligors reasonably satisfactory to the Administrative Agent, covering such matters relating to such Commitment Increase as the Administrative Agent may reasonably request; (v) a certificate of a Responsible Officer of Parent, dated such Increase Effective Date, certifying that (A) the representations and warranties made by any set forth in Article VI and in the other Loan Party Documents are true and correct in or pursuant all material respects (except to the Loan Documents extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all material respects on respects) as of, and as of if such date as if representations and warranties were made on on, such Increase Effective Date (unless such representation and as of such date (except warranty expressly relates to (A) the extent made as of a specific an earlier date, in which case such representation and warranty shall continue to be true and correct in all material respects on and as of such specific date and (B) representations and warranties except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects); provided that, if the primary purpose ) as of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations earlier date) and (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iiiB) no Default or Event of Default shall have has occurred and be is continuing or would result from the borrowings to be made on the Term Loan such Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementDate; and (ivvi) other customary closing certificates and documentation (similar to the Borrower shall deliver or cause documentation required to be delivered a duly executed on the Effective Date under Section 5.01, to the extent applicable) relating to such Commitment Increase Term Joinder and any customary legal opinions or other documents reasonably requested by as the Administrative Agent in connection with any such transactionmay reasonably request.

Conditions. With respect The above stated indemnity is subject to the following conditions; provided, however that any Incremental Term Loan Commitments, failure to satisfy such Incremental Term Loan Commitment conditions shall become effective, as of such Term Loan Increase Effective Date; provided thatexcuse iSecureTrac from its indemnification obligation hereunder only to the extent (if any) that it is prejudiced thereby: (ia) DISTRIBUTOR must promptly notify iSecureTrac in writing of any claim of infringement covered by such indemnity upon obtaining actual knowledge thereof and provide iSecureTrac, at its reasonable request and at iSecureTrac's expense, with the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Term Joinder)reasonable assistance, information and cooperation necessary to defend against any such claim or litigation; (b) DISTRIBUTOR must grant iSecureTrac sole authority to defend or settle such claim with counsel reasonably satisfactory to DISTRIBUTOR, except that the iSecureTrac shall not settle any such claim without first obtaining DISTRIBUTOR's prior written consent, unless: (i) such settlement contains no finding or admission of fault or violation of law on the part of DISTRIBUTOR, (ii) Each of the representations sole relief provided in such settlement is monetary damages that are paid in full by iSecureTrac, and warranties made by (iii) if iSecureTrac fails to retain counsel or otherwise defend 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 to (A) the extent made as of a specific dateclaim, DISTRIBUTOR may, in which case DISTRIBUTOR's sole discretion and without prior notice to or approval from iSecureTrac, defend or settle such representation claim at iSecureTrac's sole cost and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)expense; (iiic) no Default Any costs paid by iSecureTrac for such claim pursuant to its indemnity hereunder that are incurred or Event of Default recovered in such litigation or negotiation shall have occurred and be continuing or would result from the borrowings accrue to be made on the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementiSecureTrac's account; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.

Conditions. With respect No Incremental Facility shall become effective under this Section 2.01(d) unless, immediately after giving effect to any Incremental Term Loan Commitments, such Incremental Term Loan Commitment shall become effectiveFacility, as the Loans to be made thereunder (and assuming that the cash proceeds of such Term Loan Increase Effective DateIncremental Facility are not netted), and the application of the proceeds therefrom, (A) no Event of Default shall exist; provided that: that in the case of Incremental Facilities being used to finance a Limited Condition Acquisition, compliance with this clause (i) the condition set forth in Section 6.2(cA) shall be satisfied determined as of the LCA Test Date and no Specified Event of Default (except as otherwise set forth in other than a Specified Event of Default pursuant to Section 11.01(c)) shall exist at the applicable Increase Term Joinder)time of consummation of such Limited Condition Acquisition; (iiB) Each of the [reserved]; (C) all representations and warranties made by any Loan each Credit Party contained herein or in or pursuant to the Loan other Credit Documents shall be true and correct in all material respects respects, in each case, with the same effect as though such representations and warranties had been made on and as of the date of such date Credit Extension (except where such representations and warranties expressly relate to 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); provided, that any representation or warranty that, by its terms, is qualified as to “materiality”, “Material Adverse Effect” or similar language or subject to dollar thresholds, shall be true and correct in all respects in accordance with its terms on such respective dates; provided further that, if made on the proceeds of such Incremental Term Loan are being used to finance a Limited Condition Acquisition, then the condition in this clause (B) shall instead be that no Lender shall be obligated to fund the Incremental Term Loan with respect thereto unless the representations and warranties contained in the agreement relating to the Limited Condition Acquisition as are material to the interests of the Agent and the Lenders shall be true and correct, but only to the extent that a Credit Party, or an Affiliate of a Credit Party, has the right to terminate its obligations under such agreement (or the right not to consummate the Limited Condition Acquisition under such agreement) as a result of the failure of such representations and warranties to be true and correct as of such date (except to (A) the extent made as of a specific relating to an earlier date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiariesearlier date); (iiiD) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided that, if the primary purpose proceeds of such Incremental Term Facility is to finance a Limited Condition Acquisitionshall be used for Investments permitted by this Agreement, general working capital, general corporate purposes, capital expenditures and Permitted Acquisitions, permitted under Section 8.7Restricted Payments and any other transaction permitted by this Agreement, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (ivE) the Borrower shall deliver or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any shall have received a certificate of an Authorized Officer of the Borrower at least three (3) Business Days prior to the proposed date of such transactionincurrence certifying as to the foregoing.

Conditions. With respect to any No Incremental Term Loan Commitments, such Incremental Term Loan Commitment Commitments shall become effective, effective as of such Term Loan the Increase Effective Date; provided that:Date unless (but subject to Section 1.09 in each case): (i) each of the condition conditions set forth in Section 6.2(c) 4.02 shall be satisfied (except as otherwise set forth in the applicable Increase Term Joinder)satisfied; (ii) 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 such date as if made on and as of such date (except to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Term Loan Increase Effective Date Date; (iii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as otherwise set forth of such earlier date, and except that for purposes of this Section 2.15(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the applicable Increase Term Joindermost recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01; provided that, if in the primary purpose case of such an Incremental Term Facility is Commitment being used to finance consummate a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead election, to the extent acceptable to the Lenders providing the relevant Incremental Commitment, the only representations and warranties that will be tested at required to be true and correct will be the time Specified Representations (conformed as necessary for such acquisition) and such of the execution representations made by or on behalf of the relevant definitive applicable target, its affiliates, its subsidiaries or their respective businesses in the acquisition agreement governing such Limited Condition Acquisition as are material to the interests of the Lenders, but only to the extent that a Loan Party has the right to terminate its obligations under such acquisition agreement or to decline to consummate such Limited Condition Acquisition as a result of a breach of such representations in the acquisition agreement; (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrower shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrower shall make any breakage payments in connection with any adjustment of Revolving Credit Loans pursuant to Section 2.15(d); and (ivvi) as a condition precedent to each Incremental Commitment, the Borrower shall deliver or cause to be delivered a duly executed Increase Term Joinder officer’s certificates, Organization Documents and any customary legal opinions or other documents of the type delivered on the Closing Date to the extent reasonably requested by by, and in form and substance reasonably satisfactory to, the Administrative Agent Agent, and if such Incremental Commitment is being provided in connection with any a Limited Conditionality Acquisition, such transactioncertificate shall provide that the above requirements were satisfied in accordance with Section 1.09.

Conditions. With respect 5.1 Companies agree to any Incremental Term Loan Commitmentsfurnish Bank prior to the initial borrowing under this Agreement, in form and substance to be satisfactory to Bank, with (i) certified copies of resolutions of the Board of Directors of Holding and each Company evidencing approval of the borrowings and transactions contemplated hereunder; (ii) a certificate of good standing from the state of Companies’ organization and from the state(s) in which is required to be qualified to do business; (iii) an opinion of Companies’ and Holding’s legal counsel; and (iv) such Incremental Term Loan Commitment shall become effectiveother documents and instruments as Bank may reasonably require. 5.2 As security for all indebtedness of Companies to Bank hereunder, as of such Term Loan Increase Effective Date; provided thatCompanies agree to furnish, execute and deliver to Bank, or cause to be furnished, executed and delivered to Bank, prior to or simultaneously with the initial borrowing hereunder, in form to be satisfactory to Bank and supported by appropriate resolution in certified form authorizing same, the following: (ia) The Security Agreements; (b) The Mortgages; (c) The Guaranties; (d) The Assignment; (e) Financing Statements required or requested by Bank to perfect all security interests to be conferred upon Bank under this Agreement and to accord Bank a perfected first priority security position under the condition set forth in Section 6.2(c) shall be satisfied Uniform Commercial Code (except as otherwise set forth in subject only to the applicable Increase Term Joinderencumbrances permitted hereunder); (iif) Each Subject to the Post-Closing Letter, dated as of the representations date hereof, from Bank to Companies (the “Post-Closing Letter”) which shall with respect to items (a) – (e) above set forth the extent of Companies’ obligations with respect to certain collateral matters, such other documents or agreements of security and warranties made by appropriate assurances of validity and perfected first priority of lien or security interest as Bank may reasonably request at any Loan Party in or pursuant time. 5.3 As a condition to the Loan initial Advance: (a) Bank shall have received copies of the executed Transaction Documents in effect on the date hereof, certified by a Responsible Officer as being true, correct and complete. The Transaction Documents shall be true in form and correct in all material respects on substance reasonably satisfactory to Bank and as each of such date as if made on the Transaction Documents shall have been duly authorized, executed and as delivered by each of such date (except to (A) the extent made as of a specific date, in which case such representation parties thereto and warranty shall be true in full force and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)effect; (iiib) no Default or Event of Default Bank shall have occurred received a certification from Companies that no term or provision of the Transaction Documents shall have been modified, and be continuing that no condition to consummation of the Transaction shall have been waived, in either case in a manner that, taken as a whole, is materially detrimental to Companies or would result from Bank by any of the borrowings to be made on the Term Loan Increase Effective Date (parties thereto, except as otherwise set forth disclosed in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is writing to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementBank; and (ivc) Bank shall have received satisfactory evidence that the Borrower shall deliver or cause Transaction has been consummated substantially in accordance with the terms of the Transaction Documents, and that each of the Persons party thereto is in material compliance therewith, to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionextent applicable.

Conditions. With respect to any Incremental Term Loan Commitments, such Incremental Term Loan Commitment The increased or new Commitments shall become effective, as of such Term Loan Increase Incremental Effective Date; provided that: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Term Joinder); (ii) Each of the representations and warranties under Article III shall be true in all material respects with the same effect as though made by any Loan Party in or pursuant on and as of such date, except to the Loan Documents extent such representations and warranties expressly relate to an earlier date (in which case they shall be true and correct in all material respects on and (or in all respects, as applicable) as of such date as if made on and as of such date (except to (A) the extent made as of a specific earlier date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such solely with respect to Incremental Term Facility is Revolving Loans that are used to effect or finance a Limited Condition Permitted Acquisition or Investments permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facilitythis Agreement, the foregoing Borrowers shall be limited to have the Specified Representations option of making any representations and warranties under Article III (other than Section 5.19 with respect any customary “specified representations”) and determinations as to the target in availability of any “basket-carveouts” under Article VII effective as of the date of entering the definitive agreement for such Permitted Acquisition and its subsidiaries)or such Investment in accordance with the Limited Condition Transaction provisions set forth in Section 1.09; (iiiii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Term Loan Increase Incremental Effective Date Date; (except as otherwise set forth iii) the Borrowers shall make any payments required pursuant to Section 2.13 in the applicable Increase Term Joinderconnection with any adjustment of Revolving Loans pursuant to Section 2.20(d); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and; (iv) the Borrower Borrowers shall deliver or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other customary documents reasonably requested by the Administrative Agent in connection with any such transaction; (v) if not already permitted by the Intercreditor Agreement and to the extent necessary, the Intercreditor Agreement shall have been amended, in a manner reasonably satisfactory to the Administrative Agent, to reflect an increase in the maximum principal amount of the aggregate commitments, loans or letters of credit included in the Revolving Loan Debt (as such term is defined in the Intercreditor Agreement) under Section 10.4(b)(i) of the Intercreditor Agreement in an amount equal to the amount of the increased or new Commitments; and (vi) if the Administrative Agent determines in its reasonable discretion upon the advice of counsel that the same is required by, or advisable under, applicable Requirements of Law, the Borrowers and Guarantors shall enter into any security documents, amendments, confirmations, reaffirmations or other agreements to maintain the Collateral Agent’s fully perfected First Priority Lien on the Collateral, subject to the terms of the Intercreditor Agreement (so long as any Term Loans are outstanding), the terms of any Permitted Securitization Intercreditor Agreement (so long as any Permitted Securitization is outstanding) or the terms of any Permitted Secured Indebtedness Intercreditor Agreement (so long as any Permitted Secured Indebtedness is outstanding).

Conditions. With respect 4.1 Completion shall be subject to any Incremental Term Loan Commitmentsthe following conditions being satisfied (or waived in accordance with Clause 4.10): (a) the Purchaser having received, such Incremental Term Loan Commitment shall become effectiveby the date and time provided in Clause 4.2, as of such Term Loan Increase Effective Date; provided thatconfirmation from the CMA that either: (i) the acquisition of the Shares pursuant to this Agreement does not constitute a relevant merger situation within the meaning of Part 3 of the Enterprise ▇▇▇ ▇▇▇▇; or (ii) that there will not be a Phase 2 CMA Reference of the Transaction (“Merger Control Approval”), which such confirmation may be subject to conditions (including conditions which would require of the Purchaser Group to offer remedies or make divestitures), other than where the Purchaser is obliged, as a condition set forth in Section 6.2(cof obtaining such Merger Control Approval, to offer any remedies or divestitures that would give rise to a Divestiture Material Adverse Effect, (the “Merger Control Condition”); (b) shall be satisfied the Pre-Sale Property Extraction having occurred prior to Completion (except as otherwise set forth in the applicable Increase Term Joinder“Property Extraction Condition”); (c) no Material Adverse Effect having occurred during the period from the date of this Agreement to the Completion Date and which is subsisting on the Completion Date; and (d) no breach of: (i) the Warranties having occurred; (ii) Each of the representations and warranties made Completion Warranties having occurred, as if the Completion Warranties were given immediately prior to Completion by any Loan Party in or pursuant reference to the Loan Documents shall be true facts and correct in all material respects on and as of such date as if made on and as of such date circumstances subsisting at that time (except to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if solely for the primary purpose purposes of such Incremental Term Facility is to finance determining whether a Limited Condition Acquisition permitted under Section 8.7, with breach of the consent Completion Warranties has occurred for the purposes of only the Incremental Lenders providing such Incremental Term Facilitythis sub-clause 4.1(d)(ii) only, the foregoing contents of the Completion Disclosure Letter shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiariesdisregarded);; or (iii) no Default the obligations of the Vendors under Clause 5.1 and Schedule 3 of this Agreement having occurred prior to Completion, where such breach (or Event of Default shall have occurred and be continuing such breaches in aggregate) results in, or would result from the borrowings to be made in, a Material Adverse Effect on the Term Loan Increase Effective Date business of the Group as a whole, together, the “Conditions”. 4.2 The Purchaser shall use all reasonable endeavours, at its own cost, to procure that the Merger Control Condition is satisfied as soon as practicable and in any event no later than: (except a) 6.00 pm on 27 April 2015; or (b) such later time and date as otherwise set forth may be agreed in writing by the Vendors and the Purchaser, and shall not, and shall procure that none of its respective Affiliates or Representatives shall, take any action that could reasonably be expected to adversely affect the satisfaction of such Condition. 4.3 As soon as possible after the date of this Agreement, and in any event within 5 Business Days of the date of this Agreement, the Purchaser shall provide the CMA Notification to the CMA. 4.4 In order to satisfy the Merger Control Condition, the parties shall (i) reasonably cooperate in all respects with each other in the applicable Increase Term Joinder); provided that, if the primary purpose preparation of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver any submission or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions response required or other documents reasonably requested by the Administrative Agent CMA in connection with the CMA Notification and/or the Merger Control Condition, (ii) supply to any Authority as promptly as practicable any additional information requested pursuant to any applicable Laws and take all other procedural actions required in order to satisfy the Merger Control Condition, (iii) promptly provide each other with copies of any material written communication received from or sent to the CMA (or written summaries of any material non-written communication) in connection with any proceeding, investigation or inquiry commenced in order to satisfy the Merger Control Condition and (iv) give each other and their respective advisers the opportunity to participate in all meetings and discussions with any Authority in connection with the Merger Control Condition to the extent permitted by the Authority and subject to all applicable Laws including competition laws. 4.5 The Purchaser acknowledges and agrees that it shall use all reasonable endeavours to satisfy the Merger Control Condition and, accordingly, if the Purchaser is required by any competent merger control authority to offer any remedies or divestitures as a condition to obtaining the Merger Control Condition, the Purchaser agrees that it shall offer as a remedy to dispose of the Product(s) which overlaps with any product of the Purchaser Group (the “Relevant Product”) but provided always that the Purchaser shall not be obliged to offer any remedies to the competent merger control authority as a condition of obtaining the Merger Control Approval that would give rise to a Divestiture Material Adverse Effect. 4.6 The Vendors shall procure (i) completion of the Pre-Sale Property Extraction prior to Completion. 4.7 If at any time the Vendors or the Purchaser become aware of any event, circumstance or condition that would be reasonably likely to prevent a Condition being satisfied it shall forthwith inform the other parties. 4.8 Each party shall notify the others promptly upon it becoming aware that any of the Conditions have been satisfied (or waived in accordance with Clause 4.10). 4.9 If the Condition at Clause 4.1(a) is not satisfied (or waived in accordance with Clause 4.10) by the Long-Stop Date, this Agreement shall cease to have effect immediately except for the provisions of Clauses 1, 4.9, 10, 13, 17 and 19 to 27 (in each case inclusive) and any rights or liabilities that have accrued prior to that time. 4.10 The Purchaser may, to such transactionextent as it thinks fit and is legally entitled to do so, waive any of the Conditions (other than the Property Extraction Condition) in whole or in part, by written notice to the Vendors.

Conditions. With respect The obligations of the Parties to any Incremental Term Loan Commitmentscomplete the Arrangement are subject to the fulfillment of each of the following conditions precedent on or before the Effective Time, such Incremental Term Loan Commitment shall become effective, as each of such Term Loan Increase Effective Date; provided thatwhich may only be waived with the mutual consent of the Parties: (ia) the condition set forth Arrangement Resolution shall have been approved and adopted by the TMX Group Shareholders at the TMX Group Meeting in Section 6.2(c) shall be satisfied (except as otherwise set forth in accordance with the applicable Increase Term Joinder)Interim Order; (iib) Each the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to TMX Group and LSEG, acting reasonably, on appeal or otherwise; (c) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the representations Arrangement; (d) the LSEG Shareholder Approval shall have been obtained; (e) the Regulatory Approvals shall have been obtained in accordance with Section 5.5(d) and warranties made by there shall not, at the time when all other conditions precedent set out in Article 6 have been satisfied or waived in accordance with Article 6, be any Loan Party in or pursuant outstanding Regulatory Intervention; (f) LSEG shall have delivered evidence 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 to TMX Group, acting reasonably, that (A) the extent made LSEG Shares issuable pursuant to the Arrangement shall as soon as practicable following the Effective Time be admitted to the Official List of a specific date, in which case such representation the UK Listing Authority and warranty shall be true and correct in all material respects to trading on and as of such specific date LSE and (B) representations the LSEG Shares issuable upon exchange of the Exchangeable Shares and warranties qualified by materiality exercise of the Replacement Options shall be true and correct have been conditionally approved for listing on TSX, subject only in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited each case to the Specified Representations (other than Section 5.19 with respect to satisfaction of the target in such Permitted Acquisition and its subsidiaries)customary listing conditions of LSE or TSX, as the case may be; (iiig) no Default or Event of Default LSEG shall have occurred and delivered evidence to TMX Group, acting reasonably, that the LSEG Shares issuable pursuant to the Exchangeable Shares or Replacement Options shall as soon as practicable following the Effective Time be continuing or would result from admitted to the borrowings to be made on the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time Official List of the execution UK Listing Authority and to trading on LSE, subject only in each case to the satisfaction of the relevant definitive acquisition agreementcustomary listing conditions of LSE; and (ivh) the Borrower shall deliver or cause LSEG Shares and the Exchangeable Shares to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested issued pursuant to the Arrangement have been allotted by the Administrative Agent LSEG Board and the board of directors of Exchangeco, respectively, conditional only on completion of the Arrangement and that such LSEG Shares and Exchangeable Shares shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof; provided, however, that TMX Group shall not be entitled to the benefit of the condition in connection with any this Section 6.1(h), and shall be deemed to have waived such transactioncondition, in the event that TMX Group fails to advise the Court prior to the hearing in respect of the Final Order that LSEG intends to rely on the exemption from registration afforded by Section 3(a)(10) of the U.S. Securities Act based on the Court’s approval of the Arrangement.

Conditions. With respect to any Incremental Term Loan Commitments, such The Incremental Term Loan Commitment shall become effective, as of such Term Loan Increase Effective Date; provided provided, that: , subject to Section 1.6 in the case of an Incremental Term Facility incurred in connection with a Limited Condition Acquisition: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Term Joinder); (ii) Each 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 such date Term Loan Increase Effective Date as if made on and as of such date (except to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respectsdate); provided that, if the primary purpose (ii) no Event of such Incremental Term Facility is Default shall exist immediately prior to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing or after giving effect to such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); ; (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction; (iv) no Lender will be required to participate in any Incremental Term Facility without its consent; (v) the Borrower shall be in compliance with the covenants in Section 8.1, calculated on a pro forma basis, including the application of the proceeds of such Incremental Term Loan Commitment (without “netting” the cash proceeds of the applicable Incremental Facility) (and determined on the basis of the financial statements for the most recently ended fiscal quarter), and assuming a full drawing under all Incremental Revolving Facilities constituting revolving commitments incurred at such time; and (vi) the all-in-yield applicable to any Incremental Term Loan will be determined by the Borrower and the lenders providing such Incremental Term Loan.

Conditions. With respect to any The availability of Incremental Term Loan Commitments, such Incremental Term Loan Commitment shall become effective, as of such Term Loan Increase Effective Date; provided thatLoans will be subject solely to the following conditions: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Term Joinder); (ii) 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 such date as if made on and as of such date (except to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iiia) no Default or Event of Default shall have occurred and be continuing on the date such Incremental Term Loans are incurred or would result from exist immediately after giving effect thereto; (b) the borrowings to representations and warranties in the Loan Documents will be made on the Term Loan Increase Effective Date true and correct in all material respects (except as otherwise set forth for representations and warranties that are already qualified by materiality, which representations and warranties will be accurate in all respects) immediately prior to, and immediately after giving effect to, the applicable Increase Term Joinder); provided that, if the primary purpose incurrence of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only Loans; and (c) such other conditions (if any) as may be required by the Incremental Lenders providing such Incremental Term FacilityLoans, unless such other conditions are waived by such Incremental Lenders; provided that if the proceeds of such Incremental Term Loans will be used to finance, in whole or in part, the foregoing shall at acquisition of all or substantially all the Borrower’s election instead be tested at the time assets of, or a majority of the execution Equity Interests in, or the merger, consolidation or amalgamation with, a Person or division or line of business of a Person, (i) the relevant definitive acquisition agreementcondition in the foregoing clause (a) may be waived (or not required) by the Incremental Lenders providing such Incremental Term Loans; and (ivii) the Borrower shall deliver condition in the foregoing clause (b) may be limited to the accuracy in all material respects of (A) the Specified Representations and (B) any representations and warranties made with respect to such Person, division or cause line of business in the agreement governing such acquisition, merger, consolidation or amalgamation to be delivered a duly executed Increase Term Joinder the extent the breach of such representations and any customary legal opinions or other documents reasonably requested by warranties is material to the Administrative Agent in connection with interests of the Lenders; provided that the failure of any such transactionrepresentation or warranty will not result in a failure of the conditions set forth in the foregoing clause (b) unless such breach results in a failure of a condition precedent of the obligations of the Borrower or a Restricted Subsidiary to consummate such acquisition, merger, consolidation or amalgamation or permits the Borrower or a Restricted Subsidiary to terminate such agreement (after giving effect to any applicable notice and cure provisions).

Conditions. With respect to any Incremental The institution of the Add-On Term Loan Commitments, such Incremental Term Loan Commitment shall become effective, as of such Term Loan Increase Effective Date; provided thatbe subject to the following conditions: (iI) each of the condition conditions set forth in Section 6.2(c) 5.02 shall be satisfied (except as otherwise set forth or waived in accordance with the applicable Increase Term Joinder)terms hereof; (ii) 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 such date as if made on and as of such date (except to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iiiII) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be Add-On Term Loan made on the Add-On Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided thatDate, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; andany; (ivIII) the Borrower shall deliver deliver, or cause to be delivered a duly executed Increase Term Joinder and delivered, any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction; (IV) any Person providing any portion of the Add-On Term Loan that is not an existing Lender must be an Eligible Assignee; (V) any institution of the Add-On Term Loan shall be in a minimum principal amount of Fifty Million Dollars ($50,000,000), and in integral multiples of Ten Million Dollars ($10,000,000) in excess thereof; (VI) other than with respect to any Add-On Term Loan the proceeds of which shall be used to finance a Permitted Acquisition or any other Investment permitted under Section 8.04, a Responsible Officer of the Borrower shall deliver to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that the Borrower would be in compliance with all applicable Financial Covenants in effect at such time on a Pro Forma Basis, recomputed as of the last day of the last ended Test Period; and (VII) the Applicable Rate, fees and scheduled principal amortization payments under each Add-On Term Loan shall be as set forth in the Add-On Term Loan Lender Joinder Agreement.

Conditions. With The obligations of the Underwriters hereunder shall be subject, in their discretion, to the condition that all representations and warranties and other statements of the Company and the Selling Noteholder herein are, at and as of the Time of Delivery, true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions: (a) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 6(a) hereof; the final term sheet contemplated by Section 6(a) hereof, and any other material required to be filed by the Company pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the applicable time period prescribed for such filings by Rule 433; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; no stop order suspending or preventing the use of the Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction; (b) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Underwriters, shall have furnished to you such written opinion or opinions (a form of each such opinion is attached as ▇▇▇▇▇ ▇▇(b) hereto), dated the Time of Delivery, in form and substance satisfactory to you, with respect to any Incremental Term Loan Commitmentsthe matters covered in paragraphs (i), (ii), (iii), (iv), (vi) and (xii)) of subsection (c) below as well as such Incremental Term Loan Commitment other related matters as you may reasonably request, and such counsel shall become effectivehave received such papers and information as they may reasonably request to enable them to pass upon such matters; (c) King & Spalding LLP, as counsel for the Company, shall have furnished to you their written opinion (a draft of such Term Loan Increase Effective Date; provided opinion is attached as ▇▇▇▇▇ ▇▇(c) hereto), dated the Time of Delivery, in form and substance satisfactory to you, to the effect that: (i) The Company has been duly incorporated and is validly existing and in good standing under the condition set forth in Section 6.2(c) shall be satisfied (except laws of the state of Delaware; the Company has the corporate power to own and lease its properties and conduct its business as otherwise set forth described in the applicable Increase Term Joinder)Pricing Prospectus; (ii) Each All of the representations outstanding shares of Common Stock have been duly authorized and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true are validly issued, fully paid and correct in all material respects on and as of such date as if made on and as of such date (except to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)nonassessable; (iii) no Default This Agreement has been duly authorized, executed and delivered by the Company; (iv) The issuance, execution and delivery of the Securities have been duly authorized by the Company; the Securities, when executed and delivered by the Company and duly authenticated in accordance with the terms of the Indenture and delivered to and paid for by Sprint Nextel in accordance with the terms of the Separation and Distribution Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or Event similar laws affecting the rights of Default shall creditors generally and to the effect of general principles of equity, and will be entitled to the benefits of the Indenture; and the Securities and the Indenture conform in all material respects to the descriptions thereof in the Prospectus; (v) To the best of such counsel’s knowledge based solely on inquiries of representatives of the Company who have occurred responsibility for litigation and be continuing or would result from the borrowings to be made on the Term Loan Increase Effective Date (except governmental proceedings, and other than as otherwise set forth in the applicable Increase Term Joinder)Pricing Prospectus, such counsel does not know of any litigation or any governmental proceedings instituted or threatened against the Company or its consolidated subsidiaries that would be required to be disclosed in the Pricing Prospectus and is not so disclosed; (vi) The Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and to the effect of general principles of equity; and the Indenture has been duly qualified under the Trust Indenture Act; (vii) The issuance of the Securities by the Company and the execution, delivery and performance of this Agreement and the Indenture by the Company and the consummation of the transactions contemplated by this Agreement and the Indenture (a) will not breach or result in a default under or result in the creation or imposition of any lien upon any property of the Company or any Subsidiary pursuant to any agreement or instrument filed as an exhibit to the Registration Statement, (b) will not result in a violation of the provisions of the certificate of incorporation or by-laws of the Company and (c) will not result in a violation of any federal or New York statute or the Delaware General Corporation Law or any rule or regulation that has been issued pursuant to any federal or New York statute or the Delaware General Corporation Law or any order known to such counsel by any court or governmental agency or body having jurisdiction over the Company or any Subsidiary or any of their respective properties, except that it is understood that no opinion is given in this paragraph (vi) with respect to any state securities law or any rule or regulation issued pursuant to any state securities law; (viii) No consent, approval, authorization, order, registration or qualification of or with any federal or New York governmental agency or body or any Delaware governmental agency or body acting pursuant to the Delaware General Corporation Law is required for the issuance and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except (1) such as have been obtained and (2) such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters; (ix) The statements set forth in the Prospectus under the caption “Description of the Notes” and “Agreements with Sprint Nextel,” insofar as such statements summarize the legal matters, agreements or documents described therein, are accurate in all material respects; (x) The statements set forth in the Prospectus under the caption “Material United States Federal Income Tax Considerations,” insofar as they purport to constitute summaries of matters of U.S. federal income tax law and regulations or legal conclusions with respect thereto, are accurate summaries of the matters set forth therein in all material respects; (xi) The Company is not and, after giving effect to the offering and sale of the Securities and the Spin-Off, will not be an “investment company”, as such term is defined in the Investment Company Act; (xii) The Registration Statement, as of its effective date, and the Prospectus, as of its date, complied as to form in all material respects with the requirements of the Act and the Trust Indenture Act and the rules and regulations thereunder, except that such counsel expresses no opinion with respect to the financial statements and notes thereto, the financial statement schedules and notes thereto and the other financial data included therein or omitted therefrom or the Statement of Eligibility on Form T-1; and although they are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Disclosure Package or the Prospectus, except to the extent set forth in paragraphs (ix) and (x) above, on the basis of the information that was developed in the course of the performance of the services provided by such counsel, nothing has come to such counsel’s attention that causes them to believe that: (i) the Registration Statement, as of its effective date and as of the date of this Agreement, contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the Pricing Disclosure Package, as of the Applicable Time, contained an untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) the Prospectus, as of its date and as of the Time of Delivery, contained or contains an untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that, if with respect to clauses (i), (ii) and (iii) above, such counsel expresses no belief with respect to the primary purpose financial statements and notes thereto, the financial statement schedules and notes thereto and the other financial data included therein or omitted therefrom or the Statement of Eligibility on Form T-1; and such counsel does not know of any documents that are required to be filed as exhibits to the Registration Statement and are not so filed or of any documents that are required to be summarized in the Prospectus which are not so summarized; (d) ▇▇▇▇▇ Day, counsel for the Selling Noteholder shall have furnished to you their written opinion (a draft of such Incremental Term Facility opinion is attached as ▇▇▇▇▇ ▇▇(d) hereto), dated the Time of Delivery, in form and substance satisfactory to finance a Limited Condition Acquisitionyou, permitted under Section 8.7to the effect that: (i) This Agreement has been authorized by all necessary corporate action of, and executed and delivered by, the Selling Noteholder; (ii) The Exchange Agreement has been authorized by all necessary corporate action of, and executed and delivered by, the Selling Noteholder; (iii) The (i) execution, delivery and performance of (A) this Agreement by the Selling Noteholder and (B) the Exchange Agreement by the Selling Noteholder, (ii) sale of the Securities by the Selling Noteholder and (iii) compliance with the consent terms and provisions thereof by the Selling Noteholder will not violate any law or regulation known to such counsel to be generally applicable to transactions of only this type, or any order or decree of any court, arbitrator or governmental agency that is binding upon the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time Selling Noteholder or its property or violate or result in a default under any of the execution terms and provisions of the relevant definitive acquisition certificate of incorporation or bylaws of the Selling Noteholder or any agreement to which the Selling Noteholder is a party or bound (the opinion being limited (i) to those orders, decrees and agreements identified on exhibits to the opinion, and (ii) in that counsel expresses no opinion with respect to any violation (a) not readily ascertainable from the face of any such order, decree or agreement; and, (b) arising under or based upon any cross default provision insofar as it relates to a default under an agreement not identified on the exhibits to the opinion, or (c) arising as a result of any violation of any agreement or covenant by failure to comply with any financial or numerical requirement requiring computation); (iv) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required in connection with the Borrower execution, delivery or performance of this Agreement or the Exchange Agreement by the Selling Noteholder, or in connection with the sale of the Securities by the Selling Noteholder to the Underwriters, except as may be required under (1) state securities or Blue Sky laws or (2) the Act, the Exchange Act or the Trust Indenture Act; (v) Upon payment by the Underwriters for the Securities to be sold by the Selling Noteholder as provided in this Agreement, delivery (within the meaning of Section 8-301 of the Uniform Commercial Code, as in effect in the State of New York on the date hereof) ( the “UCC”)) of such Securities, as directed by the Underwriters, to, and receipt by, Cede & Co. (“Cede”) or such other nominee in the State of New York as may be designated by The Depository Trust Company (“DTC”), continuing registration of such Securities in accordance with the Company’s certificate of incorporation, bylaws and applicable law on the Company’s registry in the name of Cede or such other nominee and DTC’s indicating by book entry that the Securities have been credited to the Underwriters’ “securities accounts” (as defined in Section 8-501(a) of the UCC) maintained by DTC for the Underwriters in accordance with Section 8-501 of the UCC, (A) DTC will be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the UCC, (B) the Underwriters will acquire a “security entitlement” (as defined in Section 8-102 of the UCC) in respect of such Securities under Section 8-501 of the UCC and (C) no action based on any “adverse claim” (as defined in Section 8-102 of the UCC) to such Securities may be asserted against the Underwriters with respect to such security entitlement within the meaning of section 8-502 of the UCC. (e) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special Delaware counsel for the Selling Noteholder shall deliver have furnished to you their written opinion (a draft of which is attached as ▇▇▇▇▇ ▇▇(e) hereto), dated the Time of Delivery, in form and substance satisfactory to you, to the effect that the Exchange Agreement constitutes a valid and binding obligation of the Selling Noteholder, enforceable against the Selling Noteholder in accordance with its terms; (f) On the date of the Prospectus at a time prior to the execution of this Agreement, at 9:30 a.m. New York City time on the effective date of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also at the Time of Delivery, KPMG LLP shall have furnished to you a letter or cause letters, dated the respective dates of delivery thereof, in form and substance satisfactory to you, to the effect set forth in Annex I hereto (the executed copy of the letter delivered prior to the execution of this Agreement is attached as Annex I(a) hereto and a draft of the form of bring-down letter to be delivered a duly executed Increase Term Joinder on the effective date of any post-effective amendment to the Registration Statement and as of the Time of Delivery is attached as ▇▇▇▇▇ ▇(b) hereto); (i) Neither the Company nor any customary legal opinions of its Subsidiaries shall have sustained since the date of the latest audited financial statements included in the Pricing Disclosure Package any loss or interference with its business from fire, explosion, flood or other documents reasonably requested calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Administrative Agent Pricing Disclosure Package, and (ii) since the respective dates as of which information is given in connection with the Pricing Disclosure Package there shall not have been any change in the capital stock (other than (i) issuances of capital stock upon exercise of options and settlement of restricted stock units and (ii) grants of stock options, restricted stock, restricted stock units and other equity-based awards and equity-based compensation) or change in long-term debt of the Company or any of its Subsidiaries or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its Subsidiaries, otherwise than as set forth or contemplated in the Pricing Disclosure Package, the effect of which, in any such transaction.case described in clause (i) or (ii), is in your judgment so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package; (h) On or after the Applicable Time (i) no downgrading shall have occurred in the rating accorded the Co

Conditions. With respect The issuance, amendment or extension of any Facility Letter of Credit is subject to any Incremental Term Loan Commitments, such Incremental Term Loan Commitment shall become effective, as the satisfaction in full of such Term Loan Increase Effective the following conditions on the Issuance Date; provided that: (i) the condition set forth Borrower shall have delivered to the Issuer at such times and in Section 6.2(c) such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be satisfied (except as otherwise set forth reasonably satisfactory to such Issuer in form and content, provided, however, in the applicable Increase Term Joinder)event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) Each as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties made by any Loan Party contained in or pursuant to the Loan Documents shall be true and Article IV of this Agreement are correct in all material respects on and as of such date Issuance Date as if though made on and as of such date (Issuance Date except to (A) the extent made as of a specific that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation and or warranty shall be true and is correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects)earlier date; provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries);and (iiib) no No Default or Event of Default shall have has occurred and be is continuing or would result from the borrowings to be made on the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided thatissuance, if the primary purpose amendment or extension of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent Letter of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; andCredit; (iv) the Borrower Issuer and the Agent shall deliver have received such other approvals, opinions, or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents as either may reasonably requested by the Administrative Agent in connection with any such transactionrequest.

Conditions. With respect to any Incremental Term Loan Commitments, such Any Incremental Term Loan Commitment or Incremental Revolving Commitment, as applicable, shall become effective, effective as of such Term Loan Increase its Incremental Facility Effective Date; provided that: (i) the condition set forth in Section 6.2(c5.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Incremental Term Joinder or Incremental Revolving Joinder, as applicable); (ii) Each 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 (unless qualified by materiality, in which case they shall be true and correct in all respects) on and as of such date as if made on and as of such date (except to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties unless qualified by materiality materiality, in which case they shall be true and correct in all respects) on and as of such specific date); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Permitted Acquisition or an Investment permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility7.7, the foregoing shall be limited to the Specified Representations (other than Section 5.19 4.19 with respect to the target in such Permitted Acquisition and its subsidiariesSubsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Term Loan Increase Incremental Facility Effective Date (except as otherwise set forth in the applicable Increase Incremental Term Joinder or Incremental Revolving Joinder, as applicable); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, Permitted Acquisition or an Investment permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility7.7, the foregoing shall at the Borrower’s election instead be tested at the time limited to no Specified Event of the execution of the relevant definitive acquisition agreementDefault; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.

Conditions. With respect The following conditions shall be met by Tenant for ---------- any alterations to any Incremental Term Loan Commitments, such Incremental Term Loan Commitment shall become effective, as of such Term Loan Increase Effective Date; provided that:the Premises permitted under Paragraphs 10(a) and 10(b): (i) Before the condition set forth in Section 6.2(c) commencement of any such work, plans and specifications therefor or a detailed itemization including costs thereof shall be satisfied (except as otherwise set forth in furnished to Landlord for its review and approval. Landlord's approval of Tenant's plans shall create no responsibility or liability on the applicable Increase Term Joinder);part of Landlord for their completeness, design, sufficiency or compliance with all laws, rates, and regulations of governmental agencies or authorities. (ii) Each If the cost of such work will exceed FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00), then Tenant shall deposit in Landlord's name, in an escrow account at the Bank or other financial institution designated by Landlord, the anticipated cost of such work, as certified by Tenant's contractor, who shall be approved by Landlord, or, in the alternative, shall provide Landlord with other reasonable assurances that such work will be performed and paid for in a lien-free fashion, such as demonstrating to Landlord the strength of Tenant's financial condition or by demonstrating to Landlord that a lender has committed to loan Tenant construction funds for the proposed alterations. Such proceeds shall be disbursed periodically by Landlord upon certification of Tenant's contractor that such amounts are the amounts paid or payable for such work. Tenant shall, at the time of establishment of such escrow account and from time to time thereafter until said work shall have been completed and paid for, furnish Landlord with adequate evidence that at all times the undisbursed portion of the representations escrowed funds, together with any funds made available by Tenant, is sufficient to pay for the work in its entirety. Tenant shall obtain, and warranties made by any Loan Party in or pursuant make available to Landlord, receipted bills and, upon completion of the Loan Documents shall be true work, full and correct in all material respects on and as final waivers of such date as if made on and as of such date (except to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries);lien. (iii) no Default Before the commencement of any such work, Tenant shall obtain any required approvals from all governmental departments or Event authorities having or claiming jurisdiction of Default or over the Premises, and from any public utility companies having an interest therein. In any such work, Tenant shall have occurred comply with all applicable laws, ordinances, requirements, orders, directions, rules and be continuing regulations of the federal, state, county and municipal governments and of all other governmental authorities having or would result from claiming jurisdiction of or over the borrowings to be made on Premises and of all their respective departments, bureaus and offices, and with the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided thatrequirements and regulations, if the primary purpose any, of such Incremental Term Facility is to finance a Limited Condition Acquisitionpublic utilities, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution insurance underwriting board or insurance inspection bureau having or claiming jurisdiction, or any other body exercising similar functions, and of all insurance companies then writing policies covering the relevant definitive acquisition agreement; andPremises or any part thereof. (iv) Tenant represents and warrants to Landlord that all such construction work will be performed in a good and workmanlike manner and in accordance with the Borrower terms, provisions and conditions of this Lease and all governmental requirements. (v) Landlord shall deliver or cause have the right to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with inspect any such transactionconstruction work at all times during normal working hours and to maintain at the Premises for that purpose (at its own expense) such inspector(s) as it may deem necessary so long as such inspections do not interfere with Tenant's work (but Landlord shall not thereby assume any responsibility for the proper performance of the work in accordance with the terms of this Lease, nor any liability arising from the improper performance thereof). (vi) All such work shall be performed at Tenant's cost and expense and free of any expense to Landlord and free of any liens on Landlord's fee simple interest on or Tenant's leasehold interest in the Premises. (vii) Upon substantial completion of any such work Tenant shall procure a certificate of occupancy, if applicable, from the appropriate governmental authorities verifying the substantial completion thereof. (viii) Tenant shall, indemnify and save and hold Landlord harmless from and against and reimburse Landlord for any and all loss, damage, cost and expense (including, without limitation, reasonable attorneys' fees) incurred by or asserted against Landlord which are occasioned by or result, directly or indirectly, from any construction or renovation activities conducted upon the Premises; whether or not the same is caused by or the fault of Tenant or any contractor, subcontractor, laborer, supplier, materialman or any other third party.

Conditions. With respect 4.01. The obligation of Seller under this Agreement to consummate the transactions contemplated hereby shall be subject to the satisfaction of all the following conditions, any Incremental Term Loan Commitments, such Incremental Term Loan Commitment shall become effective, as one or more of such Term Loan Increase Effective Date; provided thatwhich may be waived in writing by Seller: (ia) Seller shall have received payment of the condition Purchase Price in accordance with Section 2.02 of this Agreement. (b) The representations and warranties of Purchaser set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Term Joinder); (ii) Each 3.02 of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents this Agreement shall be true and correct in all material respects on respects. (c) Purchaser shall have delivered all of the documents and other items described in Section 5.01. (d) Lender's Consent shall have been obtained. Purchaser acknowledges that obtaining Lender's Consent will require Purchaser's cooperation. In connection therewith, Purchaser shall, at its sole cost and expense (except, with respect to clause (iv) of this Section, as otherwise provided in Section 2.04 hereof), and shall cause its affiliates and employees to promptly, (i) provide such information, (ii) execute and deliver such certificates, instruments and agreements, (iii) deliver acceptable legal opinions, addressed to Lender and the Rating Agencies (as defined in the Indenture), including, without limitation, a substantive non-consolidation opinion, and (iv) take such other actions as are required by the Indenture and any other loan documents in connection with the transaction contemplated by this Agreement and such other actions as may be reasonably requested by Seller, Lender and/or the Ratings Agencies (including any of such date the foregoing actions as if made on may be requested by Seller as may be necessary to satisfy the requirements in the Indenture). 4.02. The obligation of Purchaser under this Agreement to consummate the transactions contemplated hereby shall be subject to the satisfaction of all of the following conditions, any one or more of which may be waived in writing by Purchaser: (a) Seller shall have delivered all of the documents and as other items described in Section 5.02. (b) The representations and warranties of such date (except to (A) the extent made as of a specific date, Seller set forth in which case such representation and warranty Section 3.01 above shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if except for any matters that are Lessee's responsibility under the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries);Net Lease. (iiic) no Default or Event of Default Lender's Consent shall have occurred and be continuing or would result from the borrowings to be made on the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested been obtained by the Administrative Agent in connection with any such transactionSeller.

Conditions. With respect to any Incremental Term Loan Commitments, such Incremental Term Loan Commitment This Agreement shall become effectiveeffective on the 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, as of such Term Loan Increase the “Amendment Effective Date; provided that:”): (ia) The Administrative Agent shall have received a counterpart of this Agreement, executed and delivered by the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in Credit Parties, the applicable Increase Term Joinder);Administrative Agent, the Required Lenders and the Issuing Lenders. (iib) All fees required to be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent and the Lenders on or prior to the Amendment Effective Date shall have been paid. (c) Each of the representations and warranties made by any Loan Party the Credit Parties in or pursuant to the Loan Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “Material Adverse Effect” shall be true and correct in all respects) on and as of such date the Amendment Effective Date as if made on and as of such date (except for such representations and warranties expressly stated to (A) the extent be made as of a specific date, an earlier date (in which case such representation representations and warranty warranties shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respectsearlier date); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries);. (iiid) no No Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made exist on the Term Loan Increase Amendment Effective Date Date. (except e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company and dated as otherwise of the Amendment Effective Date, certifying that each condition set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time Sections 3(c) and (d) hereof have been satisfied on and as of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionAmendment Effective Date.

Conditions. With respect to any Such Incremental Term Loan Commitments, such Incremental Term Loan Commitment Commitments shall become effective, effective as of such Term Loan Increase Effective Date; provided that: (i) subject to Section 1.06, no Event of Default (or, in the condition set forth in case of an Incremental Facility the proceeds of which will be used for a Permitted Acquisition, other Investment or Limited Condition Transaction, no Event of Default under Section 6.2(c8.01(a), (b), (g) (solely with respect to the Borrowers) or (h) (solely with respect to the Borrowers)) shall have occurred and be satisfied continuing at the time of funding or immediately after giving effect thereto; provided that any Limited Condition Transaction remains subject to the terms of Section 1.06 hereof and the lenders providing such Incremental Facility may waive or not require any of the conditions of this clause (i) (except as otherwise set forth in the applicable Increase Term Joinderthat no Event of Default under Section 8.01(a), (b), (g) or (h) may be so waived); (ii) Each the proceeds of the Incremental Term Loans may be used for working capital needs and other general corporate purposes (including Capital Expenditures, acquisitions and other Investments, working capital and/or purchase price adjustments, Dividends, prepayments of Indebtedness (including Restricted Debt Payments) and related fees and expenses) and for any other purpose not prohibited by the Loan Documents; (iii) [reserved]; (iv) any such Incremental Term Loans shall be in an aggregate amount of at least $5,000,000 and integral multiples above such amount of $1,000,000, or in each case as the Borrower Agent and the Administrative Agent shall otherwise reasonably agree (except, in each case, such minimum amount shall not apply when the Borrowers use all of the Incremental Term Loan Commitments available at such time or to the extent the Administrative Agent approves a lower amount); (v) any Incremental Facilities may be (A) secured by the Collateral on a senior basis to the Term Loans, (B) secured by the Collateral on a pari passu basis with the Term Loans, (C) secured by the Collateral on a junior basis to the Term Loans or (D) unsecured and, in the case of clauses (A), (C) and (D), shall be established as a separate facility from the then existing Term Loans; provided that if any such separate facility is secured, a Senior Representative validly acting on behalf of the holders of such Incremental Facility shall have become party to the Intercreditor Agreement and, (x) if secured on a pari passu basis with the Secured Obligations, a Pari Intercreditor Agreement and (y) if secured on a junior basis to the Secured Obligations, an Other Intercreditor Agreement (provided that, in each case, so long as such Senior Representative is joined to the Intercreditor Agreement and/or such Pari Intercreditor Agreement or Other Intercreditor Agreement, as applicable, by way of a joinder agreement in substantially the form of the applicable form of joinder agreement attached thereto without any material changes therefrom or to the Intercreditor Agreement and/or such Pari Intercreditor Agreement or Other Intercreditor Agreement, as applicable, in connection with such joinder, or such intercreditor agreement or joinder is Otherwise Acceptable, no acknowledgement or countersignature by the Administrative Agent or Collateral Agent shall be required to comply with the requirements of this Section 2.20(b)(v)). No Incremental Facility shall (x) be secured by a Lien on any assets of the Borrower or any Guarantor not constituting Collateral, (y) be incurred by any entity other than a Borrower or a Guarantor and (z) be guaranteed by any Person (in the case of any borrowing under any private equity fund facility of a direct or indirect equityholder of Holdings, any Subsidiary) unless such Person (in the case of any borrowing under any private equity fund facility of a direct or indirect parent of Holdings, such Subsidiary) is a Borrower or a Guarantor that shall have previously or substantially concurrently Guaranteed or become a Borrower with respect to the Obligations; and (vi) solely if and to the extent required by the lenders providing the applicable Incremental Facility, subject to (A) customary “SunGard” limitations (to the extent the proceeds of the applicable Incremental Facility are being used to finance a Permitted Acquisition, other Investment or Limited Condition Transaction (and such limitations shall, for the avoidance of doubt, include a limitation to customary specified representations)) or (B) in the case of any “certain funds” Limited Condition Transaction in any non-U.S. jurisdiction, conditionality as is customary or required in such jurisdiction, each of the representations and warranties made by any Credit Party set forth in Article III hereof or in any other Loan Party in or pursuant to the Loan Documents Document shall be true and correct in all material respects (except that any such 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 of such date credit extension (or, if incurred in connection with a Limited Condition Transaction, the LCT Test Date) with the same effect as if though made on and as of such date (date, except to (A) the extent made as of a specific such representations and warranties expressly relate to an earlier date, in which case such representation representations and warranty warranties shall be true and correct in all material respects on (except that any representation and warranty that is qualified as of such specific date and (B) representations and warranties qualified by materiality to “materiality” or “Material Adverse Effect” shall be true and correct in all respects); provided that, if the primary purpose ) as of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionearlier date.

Conditions. With No Lender shall have any obligation to make any Revolving Advance to a Borrower (other than any Revolving Advances under Section 2A.4 hereof) and no Issuing Lender shall issue, or cause the issuance of, a Letter of Credit unless, in each instance, (x) with respect to any Incremental Term Loan Commitmentsa Revolving Advance (other than a Revolving Advance under Section 2.1(c) and 2A.4 hereof), such Incremental Term Loan Commitment shall become effective, as Borrower delivers to the Agent a Borrower's Certificate dated the date of such Term Loan Increase Effective Date; provided that:Revolving Advance and (y) the following conditions precedent are fulfilled to the satisfaction of the Agent (or waived in writing by the Majority Lenders): (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Term Joinder); (ii) Each of the all representations and warranties made by each of the Credit Parties contained herein or otherwise made in any Loan Party in Document (including, without limitation, each Borrower's Certificate), officer's certificate or pursuant any agreement, instrument, certificate, document or other writing delivered to the Loan Documents Agent or any Lender in connection herewith or therewith, shall be true and correct in all material respects on with the same effect as though such representations and as of such date as if warranties had been made on and as of the date of such date borrowing or issuance of a Letter of Credit (except to (A) the extent made unless any such representation or warranty speaks as of a specific particular date, in which case such representation and warranty it shall be true and correct in all material respects on and deemed repeated as of such specific date); (ii) on the date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance borrowing or issuance of a Limited Condition Acquisition permitted under Section 8.7, with the consent Letter of only the Incremental Lenders providing such Incremental Term Facility, the foregoing Credit there shall be limited to the Specified Representations exist no Default or Event of Default (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiarieseither immediately before or after giving effect thereto); (iii) no Default or Event if the Company shall be requesting a Letter of Default Credit, the Agent on behalf of the Issuing Bank shall have occurred (to the extent requested by any such Issuing Bank) received a duly executed and be continuing delivered Letter of Credit Agreement with respect thereto; (iv) such Borrower shall have complied with all procedures and given all certificates, notices and other documents required hereunder for such advance or would result from the borrowings to be made on the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementissuance; and (ivv) the Borrower Agent shall deliver have received such other approvals of governmental authorities or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents as the Agent may have reasonably requested by the Administrative Agent in connection with any such transactionrequested.

Conditions. With respect The effectiveness of Article 2 of this Amendment is subject to any Incremental Term Loan Commitments, such Incremental Term Loan Commitment shall become effective, as the satisfaction of such Term Loan Increase Effective Date; provided thatthe following conditions precedent: (a) The Administrative Agent (or its counsel) shall have received (i) from each party hereto a counterpart of this Amendment signed on behalf of such party (which, subject to Section 9.06(b) of the condition set forth Credit Agreement, may include any Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page) and (ii) duly executed copies of any other Loan Documents and such other certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request at least two Business Days prior to the Amendment Effective Date in Section 6.2(c) shall be satisfied (except as otherwise set forth connection with the transactions contemplated by this Amendment, the Credit Agreement and the other Loan Documents, all in form and substance satisfactory to the applicable Increase Term Joinder)Administrative Agent; (iib) Each The Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Amendment Effective Date; (c) Immediately after giving effect to this Amendment, the representations and warranties made by any of the Loan Party Parties set forth in or pursuant to the Loan Documents shall be true and correct in all material respects on and with the same effect as of such date as if though made on and as of such date the Amendment Effective Date (except to (A) the extent it being understood and agreed that any representation or warranty which by its terms is made as of a specific date, in which case such representation and warranty specified date shall be required to be true and correct in all material respects on and only as of such specific date specified date, and (B) representations and warranties qualified by that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iiid) Immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing continuing; (e) No event shall have occurred and no condition shall exist which has or would result from the borrowings could be reasonably expected to be made on the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance have a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementMaterial Adverse Effect; and (ivf) The Administrative Agent and its counsel shall have completed all legal due diligence, the Borrower results of which shall deliver or cause be reasonably satisfactory to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionits sole discretion.

Conditions. With respect SECTION 8.1 Conditions to Each Party's Obligation to Effect the Merger. Unless waived by the parties, the respective obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) this Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote of the stockholders of the Company under applicable law and applicable listing requirements; (b) the shares of Parent Common Stock issuable in the Merger shall have been authorized for listing on Nasdaq upon official notice of issuance; (c) the waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (d) the Registration Statement shall have become effective in accordance with the provisions of the Securities Act, and no stop order suspending such effectiveness shall have been issued and remain in effect and no proceeding for that purpose shall have been instituted by the SEC or any Incremental Term Loan Commitmentsstate regulatory authorities; (e) no preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the Merger shall have been issued and remain in effect (each party agreeing to use its reasonable efforts to have any such injunction, such Incremental Term Loan Commitment order or decree lifted); (f) no action shall become effectivehave been taken, and no statute, rule or regulation shall have been enacted, by any state or federal government or governmental agency in the United States which would prevent the consummation of the Merger or make the consummation of the Merger illegal; (g) all governmental waivers, consents, orders and approvals legally required for the consummation of the Merger and the transactions contemplated hereby, and all consents from lenders required to consummate the Merger, shall have been obtained and be in effect at the Effective Time; (h) Coopers & ▇▇▇▇▇▇▇ L.L.P., certified public accountants for Parent, shall have delivered a letter, dated the Closing Date, addressed to Parent, in form and substance reasonably satisfactory to Parent, stating that the Merger will qualify as of such Term Loan Increase Effective Datea pooling-of-interests transaction under APB 16; provided that:and (i) all required material consents and approvals of lenders who have advanced $5,000,000 or more to Parent or the condition set forth Company and lessors of material leases shall have been obtained and be in Section 6.2(c) effect at the Effective Time; provided, however, that the failure to obtain such consents or approvals shall -------- ------- not be due to the default or delay of the party responsible for obtaining such consents and approvals. SECTION 8.2 Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the obligation of the Company to effect the Merger shall be satisfied (except as otherwise set forth in subject to the applicable Increase Term Joinder);fulfillment at or prior to the Closing Date of the following additional conditions: (iia) Each of Parent and Subsidiary shall have performed in all material respects their agreements contained in this Agreement required to be performed on or prior to the Closing Date and the representations and warranties made by any Loan Party of Parent and Subsidiary contained in or pursuant to the Loan Documents this Agreement shall be true and correct in all material respects on and as of such the date as if made and on and as of the Closing Date as if made at and as of such date date, and the Company shall have received a certificate of the Chairman of the Board and Chief Executive Officer, the President or a Vice President of Parent and of the President and Chief Executive Officer or a Vice President of Subsidiary to that effect; (b) the Company shall have received an opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Company, in form and substance reasonably satisfactory to the Company, effective as of the Closing Date and based on representations of the Company and Parent, to the effect that (i) the Merger of Subsidiary with and into the Company pursuant to the Merger Agreement and applicable state law will be treated for United States federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code; (ii) Parent, Subsidiary and Company will each be a party to the reorganization within the meaning of Section 368(b) of the Code; and (iii) the stockholders of the Company will not recognize gain or loss as a result of the Merger, except to the extent such stockholders receive cash in lieu of fractional shares, and such opinion shall not have been withdrawn or modified in any material respect, substantially in the form of Exhibit 8.2(b); -------------- (Ac) the extent made Company shall have received an opinion or opinions from ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Ingersoll, special counsel to Parent and Subsidiary, dated the Closing Date, reasonably satisfactory to the Company substantially in the form set forth in Exhibit 8.2(c) attached hereto; -------------- (d) the Company shall have received "comfort" letters in customary form from Coopers & ▇▇▇▇▇▇▇ L.L.P., certified public accountants for Parent and Subsidiary, dated the date of the Proxy Statement, the effective date of the Registration Statement and the Closing Date (or such other date reasonably acceptable to the Company) with respect to certain financial statements and other financial information included in the Registration Statement and any subsequent changes in specified balance sheet and income statement items, including total assets, working capital, total stockholders' equity, total revenues and the total and per share amounts of net income related to Parent; (e) since the date hereof, there shall have been no changes that have, and no event or events shall have occurred which have resulted in or have, a Parent Material Adverse Effect; (f) all governmental waivers, consents, orders, and approvals legally required for the consummation of the Merger and the transactions contemplated hereby shall have been obtained and be in effect at the Closing Date, and no governmental authority shall have promulgated any statute, rule or regulation which, when taken together with all such promulgations, would materially impair the value to Parent of the Merger; (g) the Company shall have received from ▇▇▇▇▇▇▇▇▇ & Company, Inc. (or other nationally recognized investment banking firm reasonably acceptable to Parent) an opinion, dated as of the date on which the Proxy Statement and Prospectus is first distributed to the stockholders of the Company, to the effect that the consideration to be received by the stockholders of the Company in the Merger is fair, from a specific datefinancial point of view, to the holders of Company Common Stock, and such opinion shall not have been withdrawn; (h) Deloitte & Touche LLP, independent public accountants for the Company, shall have delivered a letter, dated the Closing Date, addressed to the Company, in form and substance reasonably satisfactory to the Company, stating that the Company has not taken any action that would affect the ability to account for the Merger as a pooling-of-interests transaction under APB 16; and (i) The parent shall have entered into an employment agreement with ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("▇▇. ▇▇▇▇▇▇"), a form of which case such representation is attached hereto as Exhibit ------- 8.2(i). ------ SECTION 8.3 Conditions to Obligations of Parent and warranty Subsidiary to Effect the Merger. Unless waived by Parent and Subsidiary, the obligations of Parent and Subsidiary to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of the additional following conditions: (a) the Company shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Closing Date and the representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects on and as of such specific the date made and (B) representations on and warranties qualified by materiality shall be true as of the Closing Date as if made at and correct in all respects); provided that, if the primary purpose as of such Incremental Term Facility is date, and Parent shall have received a Certificate of the President and Chief Executive Officer or of a Vice President of the Company, in form and substance reasonably satisfactory to finance a Limited Condition Acquisition permitted under Section 8.7Parent to that effect; (b) Parent shall have received an opinion from ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, with special counsel to the consent Company, effective as of only the Incremental Lenders providing such Incremental Term FacilityClosing Date, substantially in the form set forth in Exhibit 8.3(b) attached hereto; -------------- (c) Parent shall have received "comfort" letters in customary form and substance reasonably satisfactory to Parent from Deloitte & Touche LLP, certified public accountants for the Company, dated the date of the Proxy Statement, the foregoing shall be limited effective date of the Registration Statement and the Closing Date (or such other date reasonably acceptable to the Specified Representations (other than Section 5.19 Parent) with respect to certain financial statements and other financial information included in the target Registration Statement and any subsequent changes in such Permitted Acquisition specified balance sheet and its subsidiaries)income statement items, including total assets, working capital, total stockholders' equity, total revenues and the total and per share amounts of net income related to the Company; (iiid) the Affiliate Agreements required to be delivered to Parent pursuant to Section 7.4 shall have been furnished as required by Section 7.4; (e) since the date hereof, there shall have been no Default changes that have, and no event or Event of Default events shall have occurred which have resulted in or have, a Company Material Adverse Effect; (f) all governmental waivers, consents, orders and approvals legally required for the consummation of the Merger and the transactions contemplated hereby shall have been obtained and be continuing or would result from the borrowings to be made on the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall effect at the Borrower’s election instead be tested at Closing Date, and no governmental authority shall have promulgated any statute, rule or regulation which, when taken together with all such promulgations, would materially impair the time value to Parent of the execution Merger; (g) Parent shall have received from ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. (or other nationally recognized investment banking firm reasonably acceptable to the Parent) an opinion reasonably acceptable to the Parent, dated as of the relevant definitive acquisition agreementdate on which the Proxy Statement and Prospectus is first distributed to the shareholders of Parent, to the effect that the Exchange Ratio is fair, from a financial point of view, to Parent's stockholders, and such opinion shall not have been withdrawn; (h) the Company shall have delivered to Parent its audited consolidated financial statements for the year ended December 31, 1996, together with an unqualified opinion from Deloitte & Touche LLP regarding such financial statements, which financial statements shall reflect earnings which are not materially less than the average of the published projections of the securities analysts' which regularly follow the Company and which financial statements shall reflect all normal, recurring adjustments necessary to fairly present the Company's results from operations or financial condition; and (ivi) the Borrower Coopers & ▇▇▇▇▇▇▇ L.L.P., public accountants for Parent and Subsidiary, shall deliver or cause to be have delivered a duly executed Increase Term Joinder letter, dated the Closing Date, addressed to Parent, in form and any customary legal opinions or other documents substance reasonably requested by satisfactory to Parent stating that the Administrative Agent in connection with any such transactionMerger will qualify as a pooling-of-interests transaction under APB 16.

Conditions. With respect to any The Incremental Term Loan Commitments, such Incremental Term Loan Commitment Commitments shall become effective, effective as of such Term Loan the Increase Effective Date; provided that: (i) (x) to the condition set forth extent that such Incremental Commitments are incurred in Section 6.2(cconnection with a Permitted Acquisition, no Event of Default under §14.1(a), (b), (g) and (h) shall have occurred and be satisfied continuing or (except as otherwise set forth in the applicable Increase Term Joinder); (iiy) 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 such date as if made on and as of such date (except to (A) the extent made as of a specific dateotherwise, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Term Loan Increase Effective Date Date; (ii) (x) to the extent that such Incremental Commitments are incurred in connection with a Permitted Acquisition, the Specified Representations are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, or (y) otherwise, the representations and warranties contained in §8 and the other Loan Documents are true and correct in all material respects on and as otherwise of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this clause (y), the representations and warranties contained in §8.4.1 shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of §9.4; (iii) to the extent that such Incremental Commitments are not incurred in connection with a Permitted Acquisition, on a pro forma basis (assuming, in the case of Incremental Revolving Loan Commitments, that such Incremental Revolving Loan Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time §11 as of the execution end of the relevant definitive acquisition agreementlatest fiscal quarter for which internal financial statements are available; and (iv) the Borrower Borrowers shall deliver or cause to be delivered a duly executed Increase Term Joinder and make any customary legal opinions or other documents reasonably requested by the Administrative Agent breakage payments in connection with any such transactionadjustment of Revolving Loans pursuant to §6.9.

Conditions. With respect 3.1 The Parties undertake to any Incremental Term Loan Commitmentsenter into the Promised Agreement subject to the fulfillment of the following conditions (“Conditions”): (a) obtainment of the Antimonopoly Approval (hereinafter, the „Condition 1”); (b) effective and final release of the guarantees issued by the Target Companies, as listed in items 2, 3 and 4 of the Schedule No. 15 hereto (hereinafter the “TC Guarantees”) (hereinafter, the “Condition 2”). 3.2 The Seller shall provide, or procure that the Target Companies shall provide, such Incremental Term Loan Commitment shall become effective, as reasonable assistance (including the provision of such Term Loan Increase Effective Date; provided thatinformation and other documents reasonably necessary to support the applications to the Relevant Antimonopoly Office) as the Buyer may reasonably require in respect of the Condition 1. 3.3 Subject to the provisions of item (f) below: (a) The Buyer undertakes to use its best endeavors to obtain as promptly as practicable the Antimonopoly Approval, and shall take all actions as may be requested by the Relevant Antimonopoly Office to obtain such approval, including, without limitation, providing such information and other documents reasonably necessary to support the relevant application to and addressing any queries raised by the Relevant Antimonopoly Office. (b) The Buyer shall promptly submit (which shall in no event be later than 14 (fourteen) Business Days after the date of this Agreement) all filings and notifications with the Relevant Antimonopoly Office in order to obtain the Antimonopoly Approval. (c) The Parties shall cooperate with the reasonable requests of each other in seeking to obtain as promptly as practicable the Antimonopoly Approval. No Party shall take any action that they are aware or should reasonably be aware would have the effect of delaying, impairing or impeding the receipt of the Antimonopoly Approval. (d) Subject to applicable laws relating to the sharing of information, the Buyer shall: (i) promptly notify the condition set forth Seller of any communication the Buyer receives from the Relevant Antimonopoly Office in Section 6.2(c) shall be satisfied (except as otherwise set forth relation to this Agreement and permit the Seller to review in advance any proposed communication by the applicable Increase Term Joinder);Buyer to the Antimonopoly Office; and (ii) Each provide the Seller with copies of all correspondence, filings or communications between the representations Buyer or any of its representatives, on the one hand, and warranties made by any Loan Party the Relevant Antimonopoly Office or members of its staff, on the other hand. (e) The Seller and the Buyer shall coordinate and cooperate fully with each other in or pursuant to exchanging such information and providing such assistance as the Loan Documents shall be true and correct other may reasonably request in all material respects on and as of such date as if made on and as of such date (except to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, connection with the consent of only the Incremental Lenders providing such Incremental Term Facilityforegoing, provided that the foregoing shall not require any Party to disclose any information that in the reasonable judgment of the Buyer or the Seller, as the case may be, would result in the disclosure of any trade secrets of third parties or the breach of any of their respective confidentiality obligations. (f) No Party shall be limited required to comply with any provision of this Section 3.3 to the Specified Representations (extent that such compliance would be prohibited by applicable law. 3.4 The Parties shall keep each other than Section 5.19 fully informed and up to date with respect to their progress towards satisfaction of the target in such Permitted Acquisition Conditions and its subsidiaries); upon becoming aware of satisfaction of any of the Conditions shall notify the other Party thereof not later than within 1 (iiione) no Default or Event of Default shall have occurred and be continuing or would result Business Day from the borrowings to be made on the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of date such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time Party becomes aware of the execution satisfaction of the relevant definitive acquisition agreement; and (iv) Condition. In particular, the Borrower Buyer shall deliver or cause to the Seller, together with the relevant notification, a copy of the Antimonopoly Approval. Immediately after fulfillment of the Condition 2 all the pertinent documents confirming fulfillment of the Condition 2 shall be delivered a duly executed Increase Term Joinder placed in the VDR (as defined below). 3.5 The Condition 2 is stipulated for the benefit of the Buyer and the Buyer is entitled to waive that Condition 2 at any customary legal opinions or other documents reasonably requested by time. The foregoing waiver shall have the Administrative Agent in connection with any such transactionsame effect as fulfillment of Condition 2.

Conditions. With respect to any Incremental Term Loan Commitments, such The Incremental Term Loan Commitment shall become effective, as of such Incremental Term Loan Increase Effective Date; provided provided, that, subject to Section 1.6 in the case of an Incremental Term Facility incurred in connection with a Limited Conditionality Transaction: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Term Joinder); (ii) Each 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 such date Incremental Term Loan Effective Date as if made on and as of such date (except to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and date); (Bii) representations and warranties qualified by materiality no Event of Default shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is exist immediately prior to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing or after giving effect to such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction; (iv) no Lender will be required to participate in any Incremental Term Facility without its consent; (v) the Borrower shall be in compliance with the covenants in Section 8.1, calculated on a pro forma basis, including the application of the proceeds of such Incremental Term Loan Commitment (without “netting” the cash proceeds of the applicable Incremental Facility) (and determined on the basis of the financial statements for the most recently ended fiscal quarter), and assuming a full drawing under all Incremental Revolving Facilities constituting revolving commitments incurred at such time; and (vi) the all in yield applicable to any Incremental Term Loan will be determined by the Borrower and the Lenders providing such Incremental Term Loans.

Conditions. With respect No Incremental Facility shall become effective under this Section 2.17 unless, after giving effect to any Incremental Term Loan Commitments, such Incremental Facility, the Term Loan Commitment shall become effectiveLoans to be made thereunder, as and the application of such Term Loan Increase Effective Date; provided thatthe proceeds therefrom: (i) no Default or Event of Default shall exist at the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Term Joinder)time of funding; (ii) Each calculated on a pro forma basis immediately after giving effect to such Incremental Facility (A) the Loan Parties shall be in compliance with the Financial Covenant set forth in Section 6.07 as of the last day of the Fiscal Month most recently ended and (B) Holdings shall have demonstrated projected pro forma compliance with the Financial Covenant set forth in Section 6.07 for the immediately succeeding twelve (12) full Fiscal Month period ending after the funding of the Incremental Facility and the use of proceeds therefrom; (iii) the representations and warranties made by any Loan Party contained in or pursuant to Article IV and the other Loan Documents shall be are true and correct in all material respects on and as of such date as if made on and as of such date (except to (A) the extent made as of a specific date, in which case that such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties is qualified by materiality or a Material Adverse Effect standard in which case it shall be true and correct in all respects); provided that, if ) on and as of the primary purpose effective date of such Incremental Term Facility is funding, except to finance a Limited Condition Acquisition permitted under Section 8.7the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct (in compliance with the consent foregoing standard) as of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)earlier date; (iiiiv) no Default or Event of Default Administrative Agent shall have occurred and be continuing or would result from received a certificate of an Authorized Officer of Borrower Representative certifying as to the borrowings to be made on foregoing; (v) the proceeds of each Incremental Term Loan Increase Effective Date (except as otherwise shall be used for the purposes set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement2.04; and (ivvi) Administrative Agent shall have received, to the Borrower extent Administrative Agent shall deliver have required or cause to be delivered a duly executed Increase Term Joinder and any requested, customary legal opinions or other documents reasonably requested by from Borrowers’ counsel, customary evidence of authorization with respect to any of the officers executing the Incremental Facility and related documentation on behalf of the Borrowers, Organizational Documents and good standing certificates from Borrowers in their jurisdictions of organization and a solvency, secretary certificate and officer’s certificate from Borrowers, in each case, in form and substance satisfactory to Administrative Agent in connection with any such transactionits reasonable discretion.

Conditions. With respect The making of the initial disbursement of the Loan is subject to any Incremental Term Loan Commitments, such Incremental Term Loan Commitment shall become effective, as the completion of such Term Loan Increase Effective Date; provided that: the following conditions precedent in a manner satisfactory to Lender: (i) all filings have been completed that are necessary or advisable to perfect the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth security interest of Lender in the applicable Increase Term Joinder); Collateral, including without limitation UCC filings and intellectual property filings, (ii) Each the Loan Documents and all other documents relating to this Agreement have been executed and delivered, (iii) Lender has confirmed that there has been no Material Adverse Change since the June 30, 2015 financial statements provided to Lender prior to the date hereof, (iv) UCC and other searches deemed necessary by Lender have been completed, (v) payoff letters, with sufficient evidence of release of liens, in respect of existing indebtedness not permitted by the terms of this Agreement shall have been delivered, (vi) no Default or Event of Default has occurred and is continuing, and (vii) all other matters relating to the Loan requested by Lender. The making of each additional disbursement of the Loan is subject to the satisfaction of the following conditions precedent on the relevant disbursement date: (i) the representations and warranties made by any Loan Party Borrower contained in or pursuant to this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of such date date, with the same effect as if made on and as of such date (except provided, however, that those representations and warranties expressly referring to (A) the extent made as of a specific date, in which case such representation and warranty another date shall be true true, correct and correct complete in all material respects on and as of such specific date other date), and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iiiii) no Default or Event of Default shall have occurred and be continuing exist or would shall result from the borrowings requested disbursement. Each request by Borrower for a disbursement of any portion of the Loan shall constitute a representation and warranty by Borrower hereunder, as of the date of each such disbursement, that the conditions in Section 1.2 are satisfied both before and after giving effect to such disbursement. Notwithstanding anything to the contrary in this Section 1.2 or otherwise in this Agreement, perfection of security interests in Borrower’s assets outside of the United States shall not be made on the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder)required; provided that, if that the primary purpose aggregate book value of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing assets shall not exceed $250,000 at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactiontime.

Conditions. With respect to any The Incremental Term Loan Commitments, such Incremental Term Loan Commitment Commitments shall become effective, effective as of such Term Loan Increase Effective Date; provided thatthe first date that the following conditions precedent have been satisfied: (i) the condition all conditions set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in 4.4 with respect to the applicable Increase Term Joinder)Incremental Projects shall have been met; (ii) Each of since the representations Closing Date, no event or circumstance which has had a Material Adverse Effect shall have occurred 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 to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)continuing; (iii) no Default or Event of Default shall have occurred and be continuing as of the Incremental Satisfaction Date or would result from exist immediately after giving effect to the borrowings to be made on the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; andSatisfaction Date; (iv) all representations and warranties contained in this Agreement and the other Loan Documents (in each case with respect to each date of a Loan for a Project and as of each Inclusion Date with respect to an Incremental Project such representation or warranty as to any Project or any Project Company shall relate only to such Project or Project Company) shall be true and correct in all material respects on and as of the Incremental Satisfaction Date (unless such representation and warranty is qualified by materiality, in which event such representation and warranty shall be true and correct in all respects) on and as of the Incremental Satisfaction Date with the same force and effect as if made on and as of such date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (unless such representation and warranty is qualified by materiality, in which event such representation and warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances permitted under the Loan Documents; (v) the Borrower shall deliver or cause to be delivered a duly executed Increase Term Joinder officer’s certificates and any customary legal opinions or other documents with respect to the Increase Joinder to the extent reasonably requested by by, and in form and substance reasonably satisfactory to, the Required Lenders; (vi) The Administrative Agent shall have received, at least ten (10) Business Days prior to the requested Incremental Satisfaction Date: (a) All documentation and other information regarding the Pledgors and the Obligors requested in connection with applicable “know your customer” rules and regulations, Anti-Money Laundering Laws, including the Patriot Act; and (b) Beneficial Ownership Certifications with respect to each Pledgor and each applicable Obligor. (vii) the Borrower has delivered a notice meeting the requirements set forth in this Section 2.3.1(b) at least forty-five (45) days prior to the Incremental Satisfaction Date; and (viii) no later than ten (10) Business Days before the Inclusion Date, the Borrower shall have delivered to the Administrative Agent (for delivery to each Lender and LC Issuer) (A) a final update to the most recently updated Base Case Projections, which Base Case Projections update shall be satisfactory to the Administrative Agent and the Required Lenders (in connection consultation with any such transactionthe Independent Engineer) and (B) a certificate of an Authorized Officer of the Borrower stating that the Base Case Projections were prepared in good faith based upon assumptions which the Borrower considers to be reasonable at the time made and at the time made available to the Administrative Agent, the Lenders and LC Issuers and as of the Incremental Satisfaction Date.

Conditions. With respect (a) Subject to any Incremental Term Loan CommitmentsSection 4.4, such Incremental Term Loan Commitment shall become effectivethe following are conditions to the consummation of the Distribution (which, as of such Term Loan Increase Effective Date; provided that:to the extent permitted by applicable Law, may be waived, in whole or in part, by NCR in its sole discretion): (i) The Registration Statement shall have been declared effective by the condition set forth in Section 6.2(c) SEC and shall be satisfied (except as otherwise set forth subject to no further comment, no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no Proceedings for that purpose will be pending before or threatened by the applicable Increase Term Joinder)SEC; (ii) Each of the representations and warranties made by any Loan Party in or pursuant The ATMCo Common Stock to be delivered to the Loan Documents NCR stockholders in the Distribution shall be true and correct in all material respects have been accepted for listing on and as the NYSE, subject to official notice of such date as if made on and as of such date (except to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)distribution; (iii) no Default or Event of Default NCR shall have occurred obtained an opinion from each of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, tax counsel to NCR, and Ernst & Young, LLP, tax advisor to NCR, in form and substance satisfactory to NCR (in its sole discretion), substantially to the effect that, among other things, the Distribution, together with certain related transactions, will qualify as a transaction that is generally tax-free for U.S. federal income tax purposes under Sections 368(a)(1)(D), 361 and 355 of the Code; (iv) An independent appraisal firm acceptable to NCR shall have delivered one (1) or more opinions to the NCR Board confirming that, immediately following the Distribution (A) each of NCR and ATMCo will be continuing or would result from the borrowings able to be made on the Term Loan Increase Effective Date (except pay its indebtedness as otherwise set forth its indebtedness becomes due in the applicable Increase Term Joinder); provided thatordinary course of business and (B) the fair value of each of NCR’s and ATMCo’s respective assets will be greater than the sum of, as applicable, NCR’s or ATMCo’s respective stated liabilities and certain identified contingent liabilities (plus, with regard to NCR, the amount, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisitionany, permitted under Section 8.7that would be needed, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested if NCR was dissolved at the time of Distribution, to satisfy the preferential rights upon dissolution of the holders of shares of Series A Convertible Preferred Stock of NCR, $0.01 par value per share), and such opinions shall be acceptable to the NCR Board in form and substance in the NCR Board’s sole discretion and such opinions shall not have been withdrawn or rescinded; (v) Each of NCR and ATMCo shall have received any necessary permits, registrations and consents under the securities or “blue sky” Laws of states or other political subdivisions of the United States (and any comparable Laws under any foreign jurisdiction) in connection with the Distribution and all such permits and authorizations shall be in effect; (vi) No order, injunction or decree issued by any court or arbitral authority of competent jurisdiction shall have been entered and shall continue to be in effect and no other Law or other legal restraint or prohibition shall have been adopted or be effective preventing the consummation of the Separation, Distribution or any of the related transactions contemplated herein; (vii) The portion of the Internal Reorganization Plan to be effectuated prior to the Distribution shall have been effectuated, including the execution of all such instruments, assignments, documents and other agreements necessary to effect such portion of the relevant definitive acquisition Internal Reorganization Plan; (viii) The NCR Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); (ix) Any material Governmental Approvals and Consents from Governmental Authorities, in each case, necessary to effect the transactions contemplated by the Internal Reorganization Plan or the Distribution shall have been obtained and be in full force and effect; (x) The financing for the ATMCo Financing Arrangements shall be available on terms acceptable to NCR and ATMCo shall have completed the ATMCo Financing Arrangements and received the proceeds in respect thereof and ATMCo shall have (A) issued to NCR the Debt-for-Debt Indebtedness, (B) completed the Debt Proceeds Distribution and (C) and completed the NCR Intercompany Loan Repayment; (xi) The Information Statement or notice of internet availability of the Information Statement shall have been mailed to the holders of record of NCR Common Stock as of the close of business on the Record Date; (xii) Each Ancillary Agreement shall have been executed by each party to such agreement; and (ivxiii) No event or development shall have occurred or exist that, in the Borrower judgment of the NCR Board, in its sole discretion, makes it inadvisable to effect the Separation, the Distribution or the other related transactions (including with respect to the incurrence of Indebtedness necessary to complete the Separation and Distribution). (b) The conditions set forth in this Section 4.5 are for the sole benefit of NCR and shall deliver not give rise to or cause create any duty on the part of NCR or the NCR Board to be delivered a duly executed Increase Term Joinder and any customary legal opinions waive or other documents reasonably requested by the Administrative Agent in connection with not waive any such transactioncondition. Any determination made by NCR prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.5 shall be conclusive and binding on the Parties hereto.

Conditions. With respect The effectiveness of this Agreement and the obligation of any Bank hereunder is subject to the satisfaction of the following conditions as of the Effective Date or at the time of any Incremental Term Loan Commitments, such Incremental Term Loan Commitment shall become effectiveBorrowing, as of such Term Loan Increase Effective Date; provided thatapplicable: (ia) the condition set forth in Section 6.2(c) fact that the Effective Date shall be satisfied (except as otherwise set forth in the applicable Increase Term Joinder)have occurred prior to August 31, 2001; (iib) Each of receipt by 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 such date as if made on and as of such date (except to (A) the extent made as Agent of a specific dateNotice of Borrowing as required by Section 2.02 or 2.03, in which as the case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)may be; (iiic) the fact that the Borrower is in compliance with Section 7.12(a) of the 1972 Indenture and Section 7.11 of the 1994 Indenture, as each Indenture is in effect as of the date hereof; (d) the fact that the aggregate outstanding principal amount of the Loans will not exceed the aggregate amount of the Commitments; (e) the fact that no Default or Event of Default shall have occurred and be continuing or would result from continuing; (f) the borrowings to be made on fact that the Term Loan Increase Effective Date representations and warranties of the Borrower (except as otherwise in the case of a Borrowing, other than the representation set forth in Section 4.02(b)) contained in this Agreement shall be true (it being understood and agreed that the applicable Increase Term Joinder); provided that, if representation and warranty set forth in Section 4.13 shall be true and correct as to all information furnished prior to the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time making of the execution of the relevant definitive acquisition agreementrespective Loan); and (ivg) the Borrower fact that (i) there shall deliver be no collateral securing Bonds issued pursuant to either Indenture of a type other than the types of collateral permitted to secure Bonds issued pursuant to such Indenture as of the date hereof and (ii) the Allowable Amount of Eligible Collateral then pledged under either Indenture shall not exceed 150% of the aggregate principal amount of Bonds then Outstanding under such Indenture and no collateral shall secure Bonds other than the Eligible Collateral under such Indenture, the Allowable Amount of which is included within the prior computation or cause collateral previously so pledged which ceases to be delivered such Eligible Collateral not as a duly executed Increase Term Joinder result of any acts or omissions to act of the Borrower (other than the declaration of an "event of default" as defined in a Mortgage which results in the exercise of any right or remedy described in such Mortgage); each defined term used in this clause (g) shall have the meaning assigned thereto in the applicable Indenture. Each Borrowing hereunder shall be deemed to be a representation and any customary legal opinions or other documents reasonably requested warranty by the Administrative Agent Borrower on the date of such Borrowing as to the facts specified in connection with any such transactionclauses (c), (d), (e), (f) and (g) of this Section.

Conditions. With respect Notwithstanding anything to the contrary herein, the obligation of the Company to consummate any Incremental Term Loan Commitmentsconversion under this Section 7 shall be subject to the satisfaction, such Incremental Term Loan Commitment shall become effectiveor waiver by the Company, as of such Term Loan Increase Effective Date; provided thateach of the following conditions: (i) all approvals or authorizations of, filings and registrations with, and notifications to, all Governmental Authorities, if any, required to consummate such conversion (including the condition set forth in Section 6.2(cissuance and delivery of the Lazard Ltd Stock) shall be satisfied (except as otherwise set forth in the applicable Increase Term Joinder)full force and effect and all waiting periods required by law shall have expired or been terminated, and no Burdensome Condition shall have been imposed by any Governmental Authority in connection therewith; (ii) Each all approvals of shareholders of Lazard Ltd required by law or regulation (including, for the avoidance of doubt, the rules and regulations of the representations New York Stock Exchange, Inc.) to consummate such conversion (including the issuance and warranties made by any Loan Party in or pursuant to delivery of the Loan Documents Lazard Ltd Stock) 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 to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects)have been obtained; provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries);and (iii) no Default statute, rule, regulation, judgment, decree, injunction or Event other order (whether temporary, preliminary or permanent) of Default any Governmental Authority that, in each case, prohibits consummation of such conversion (including the issuance and delivery of the Lazard Ltd Stock) shall have occurred been enacted, issued, promulgated, enforced or entered. With respect to each of the foregoing conditions, the Company and be continuing or would result from the borrowings Holder hereby undertake to use commercially reasonable efforts to cause, and to assist the other in causing, each such condition to be made on the Term Loan Increase Effective Date (except satisfied as otherwise set forth in the applicable Increase Term Joinder); provided that, if the primary purpose promptly as practicable after written notice of such Incremental Term Facility is conversion shall have been given by the Holder in accordance with Section 7(c)(iii), and, to finance a Limited Condition Acquisitionthe extent reasonable, permitted under Section 8.7, with the consent of only the Incremental Lenders providing to take such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time other actions as are necessary or advisable to consummate such conversion as of the execution of desired Conversion Date or as promptly as practicable thereafter. Notwithstanding anything herein to the relevant definitive acquisition agreement; and (iv) the Borrower contrary, nothing in this Note shall deliver or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.deemed to

Conditions. With respect to any Any Incremental Term Loan Commitments, such Incremental Term Loan Commitment Commitments shall become effective, effective as of such Term Loan the applicable Increase Effective Date; provided that: (i) the condition set forth in Section 6.2(c) no Lender shall be satisfied (except as otherwise set forth required to participate in the applicable Increase Term Joinder)any such new incremental facility; (ii) Each of the all representations and warranties made by any Loan Party contained in or pursuant to this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of such date Increase Effective Date (both before and after giving effect thereto and, in the case of each Borrowing of Term Loans pursuant to Incremental Commitments, the application of proceeds therefrom) with the same effect as if made on and as of such date (except to (A) the extent made as of a specific datesuch representations and warranties expressly relate to an earlier date and in such case, in which case such representation representations and warranty warranties shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties date; provided that any representation or warranty that is qualified by materiality materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects); provided that, if as though made on and as of the primary purpose applicable date, before and after giving effect to such Borrowing of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)Loans; (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings Borrowings to be made on the Term Loan such Increase Effective Date (except Date; provided, for the avoidance of doubt, that no Default or Event of Default in respect of Section 6.03 shall have occurred and be continuing nor result from the making of such Borrowing on and as otherwise set forth in of the applicable Increase Term Joinder); provided thatEffective Date, if the primary purpose of such Incremental Term Facility is without giving effect to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementany Collateral Coverage Ratio Cure Period; and (iv) after giving pro forma effect to the Borrower shall deliver or cause Borrowings to be delivered a duly executed made on the Increase Term Joinder Effective Date, (A) the Collateral Coverage Ratio shall not be less than 2.00 to 1.00 and any customary legal opinions or other documents reasonably requested by (B) the Administrative Agent in connection with any such transactionaggregate outstanding amount of all Priority Lien Debt is no greater than $5,000,000,000.

Conditions. With No Incremental Facility shall become effective under this Section 1.1(e) unless, immediately after giving pro forma effect to such Incremental Facility, the Loans to be made thereunder (and assuming, in the case of an Incremental Revolving Loan Commitment, that the entire amount of such Incremental Revolving Loan Commitment is funded), the application of the proceeds therefrom and any acquisition or investment consummated in connection therewith: (A) no Event of Default shall exist at the time of funding or, solely with respect to any an Incremental Term Loan Commitmentsthe proceeds of which are intended to and shall be used to finance substantially contemporaneously a Permitted Acquisition which is subject to customary “Funds Certain Provisions”, unless the Persons holding not less than a majority of the commitments to provide such Incremental Term Loan Commitment shall become effective, as of such Term Loan Increase Effective Date; provided that: (i) waive the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Term Joinder); (ii) 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 such date as if made on and as of such date (except to (A) the extent made as absence of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings as a condition to be made funding thereof, on the Term Loan Increase Effective Date date on which the related acquisition agreement is executed and becomes effective (except any such date, an “Acquisition Agreement Signing Date”); (B) as otherwise of the last day of the most recent month for which financial statements have been delivered pursuant to Section 4.1(c), (1) (a) unless constituting Incremental Equivalent Debt, the Senior Leverage Ratio (on a Net Basis), recomputed on a pro forma basis, shall not exceed 5.25:1.00 (b) to the extent constituting Incremental Equivalent Debt, the Leverage Ratio (on a Net Basis), recomputed on a pro forma basis, shall not exceed 6.50:1.00 and (2) the Credit Parties are in compliance on a pro forma basis with the covenants set forth in the applicable Increase Term Joinder); provided that, if the primary purpose Article VI; (C) proceeds of such Incremental Term Facility is Loans shall be used solely to (1) finance or refinance the purchase price of a Limited Condition AcquisitionPermitted Acquisition that is, in each case, consummated substantially concurrently with the incurrence thereof or within 30 days prior to the date of incurrence, (2) make other Investments permitted under Section 8.75.4, (3) finance working capital requirements and general corporate purposes of the Borrower and its Subsidiaries in accordance with the consent terms of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementthis Agreement and (4) make Restricted Payments permitted under Section 5.11; and (ivD) the Applicable Agent shall have received a certificate of a Responsible Officer of the Borrower shall deliver or cause certifying as to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionforegoing.

Conditions. With respect to any Incremental Term Loan Commitments, such Incremental Term Loan Commitment shall become effective, as of such Term Loan Increase Effective Date; provided that: Subleases and assignments by Tenant are also subject to: (i) the condition terms of this Lease; (ii) the current Lease Term (i.e., the term of the sublease or assignment shall not extend beyond the then-current Lease Term), and subtenants and assignees (except for an assignee that is an Affiliate and that receives an assignment of all of Tenant’s rights under this Lease for the entire Premises) shall not have the right to exercise any of the Lease Term renewal/extension rights provided for in this Lease; (iii) Tenant shall not be released of, and shall remain liable for, all Lease obligations; (iv) consent to one sublease or assignment shall not waive the consent requirement for future assignments or subleases; (v) subtenants and assignees shall not have the signage rights set forth in Section 6.2(c7.2(b) shall be satisfied (, Section 7.2(c) and Section 7.2(d) herein, except as otherwise expressly set forth in the applicable Increase Term Joinder); such sections; and (iivi) Each fifty (50%) percent of the representations consideration (the “Excess Consideration”) received by Tenant from an assignment or sublease that exceeds the total of (a) the amount Tenant must pay Landlord, which amount is to be prorated where only a part of the Premises is subleased or assigned, and warranties made (b) the actual reasonable costs incurred by any Loan Party Tenant in procuring said assignment or pursuant sublease, which amount is to be prorated over the Loan Documents term of such assignment or sublease, shall be true and correct in all material respects on and as paid to Landlord, within ten (10) days of such date as if made on and as receipt of such date (except same from time to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7time, with a detailed statement showing the consent total consideration paid to Tenant by the subtenant or assignee and the actual reasonable costs incurred in procuring such assignment or sublease. Tenant shall provide Landlord with reasonable documentation of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Term Loan Increase Effective Date (except as otherwise set forth information contained in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactiondetailed statement.

Conditions. With (a) Notwithstanding anything in this Agreement to the contrary, Buyer's obligation to purchase any one specific Property shall be subject to and contingent upon the satisfaction or written waiver by Buyer of the following conditions precedent, as applicable, with respect to any Incremental Term Loan Commitments, such Incremental Term Loan Commitment shall become effective, as of such Term Loan Increase Effective Date; provided thatProperty: (i) The willingness, upon the sole condition set forth in Section 6.2(c) of the payment of any regularly scheduled premium, of the Title Company to issue a CLTA or standard overage owner's policy or policies of title insurance, with respect to each Property, except the Properties commonly known as Ladera and ▇▇▇▇▇▇▇▇▇ Plaza for which no title insurance shall be satisfied obtained, insuring Buyer (except or Buyer's permitted assignee or nominee) that the fee title or leasehold title of Seller or Seller's Subsidiaries, as otherwise set forth applicable, in the applicable Increase Term JoinderReal Property is vested of record in Buyer (or Buyer's permitted assignee or nominee) on the Closing Date subject only to the printed conditions and exceptions of such policies and the Permitted Exceptions applicable to such Real Property (excluding the exceptions referred to in Section 2.5(a)(iii) [other than matters shown by new surveys acquired after the Effective Date by Buyer or matters imposed by the Title Company based on its inspection of the Properties] and excluding Contracts referred to in clause (vii) of such Section other than recorded Contracts) (the "Buyer's Title Policies"); provided that, if and to the extent that the Title Company requires, as a condition of the deletion the exception referred to in Section 2.5(a)(iii) up-dated or more current surveys, Buyer shall cause such surveys to be obtained before the Closing Date and Buyer shall bear the cost of such surveys. (ii) Seller's performance or tender of performance of all material obligations under this Agreement with respect to the applicable Property, including Seller's covenants under Section 4.2 with respect to such Property; (iii) On or before the Closing Date, with respect to those Properties subject to the Assumed Indebtedness, Seller and Buyer shall have obtained as to such Properties (x) the written approval of Buyer's purchase of the Properties subject to the Assumed Indebtedness from each Lender, (y) a written acknowledgement from such Lender that no default exists in the payment of principal or interest or monetary payments of the Assumed Indebtedness and, to such Lender's knowledge, no other material default exists and (z) a release of Seller and Seller's Subsidiaries from all obligations of borrower under the applicable Loan Documents (each a "Lender's Consent").; (iv) On or before the Closing Date, with respect to those Properties subject to a Ground Lease which requires consent of the ground lessor to the purchase of the leasehold interest, Seller and Buyer shall have obtained the written consent of such ground lessor to Buyer's purchase of the leasehold interest in such Properties (each a "Ground Lessor's Consent") and Seller and Buyer shall use their commercially reasonable efforts to obtain each such Ground Lessor's Consent; (v) On or before the Effective Date, this Agreement and the transaction contemplated herein shall have been approved by the Board of Directors of Seller; (vi) On or before the Closing Date, Seller and Buyer shall have obtained the waiver or deemed waiver from those parties identified on Exhibit S having a right of first refusal for the Properties identified on Exhibit S (the "ROFR Party"). If, during the Contract Period, any ROFR Party shall have properly and timely exercised its right of first refusal and purchased the applicable Property or Properties, then the Purchase Price for the Properties shall be reduced by the amount of the Purchase Price allocated for the Property or Properties for which the applicable ROFR Party exercised its option, that portion of the Deposit allocated to such affected Property or Properties shall be returned to Buyer and the term "Deposit" shall be deemed reduced by the amount of the Deposit returned to Buyer; (vii) As of the Closing Date, there shall not have been bankruptcy filings during the Contract Period (either voluntary or involuntary) for any Property involving tenants whose aggregate annual rent as stated in the respective leases of such tenants aggregates more than ten percent (10%) of the aggregate annual rent from all tenants for such Property (provided, however, that if bankruptcy filings have occurred with respect to leases in which the annual rent exceeds ten percent (10%) of the annual rent with respect to all leases for such Property, then this condition precedent shall not apply if Seller agrees that the Purchase Price for any affected Property or Properties shall be reduced by an amount equal to 10 times the aggregate annual rent in excess of such ten percent (10%) amount payable under the leases affected by such bankruptcy filings); (iiviii) Each All of the Seller's representations and warranties made by any Loan Party as set forth in or pursuant Article 4 are true and correct in all material respects as of October 12, 2001 as to the Loan Documents all Properties (except as to Ontario Village Property for which Seller's representations and warranties shall be true and correct in all material respects on and as of the Closing Date for the Ontario Village Property), but in each case as modified by additional information provided by Seller to Buyer; (ix) There shall have occurred no damage, destruction or Taking which would entitle Buyer to terminate this Agreement as to any Properties pursuant to the provisions of Section 7.1; (x) Seller shall cause the existing environmental insurance policy issued by AIG Environmental covering the Properties (and other properties owned by Seller and Seller's Subsidiaries) to be assigned to Buyer as to the Properties with an allocation of coverage limits under such date as if made on and as policy to the Properties in the amount of such date (except $8,500,000 to (A) the extent made the terms of the policy permit such assignment; provided that such assignment shall prohibit Buyer from making claims under such policy for any release or other matter first arising after the Closing for such Property; and (xi) On or before the Closing, Buyer shall have obtained, at its sole cost and expense, certifications that no Uniform Commercial Code financing statements evidencing the existence of any security interest encumbering the Personal Property or the equity interest of Seller or Seller's Subsidiaries in the limited liability companies that are the fee owners of the Properties commonly known as ▇▇▇▇▇▇▇▇▇ Plaza and Ladera Center and no fixture filings are on file in either the central filing records for Uniform Commercial Code filings of a specific date, any state in which case such representation and warranty any Property is located or in the Uniform Commercial Code records of any county in which any Property is located (b) Notwithstanding anything in this Agreement to the contrary, Seller's obligation to sell any one specific Property shall be true subject to and correct in all material respects on and contingent upon the satisfaction or written waiver by Seller of the following conditions precedent, as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided thatapplicable, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to such Property: (i) Buyer shall tender to Seller payment of the target in such Permitted Acquisition Purchase Price for the Property or Properties which are the subject of a Closing, as adjusted pursuant to the provisions of this Agreement; and (ii) On or before the Closing Date, Seller and its subsidiaries)Buyer shall have obtained the Lender's Consents, if applicable for the Property or Properties which are the subject of a Closing, upon terms reasonably acceptable to Seller and Buyer; (iii) no Default On or Event of Default before the Closing Date, Seller and Buyer shall have occurred and be continuing or would result from obtained the borrowings to be made on the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided thatGround Lessor's Consents, if applicable for the primary purpose Property or Properties which are the subject of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementClosing; and (iv) Seller's obligation to sell the Borrower shall deliver Properties identified on Exhibit S is subject to the provisions of Section 3.1(a)(vi) to the extent any ROFR Party exercises its option to purchase the Property or cause Properties subject to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent right of first refusal as described in connection with any such transaction.Exhibit S.

Conditions. With respect to any Incremental Term Loan Commitments, such Incremental Term Loan Commitment This Agreement shall become effective, effective as of such Term Loan Increase the first date (the “First Amendment Effective Date; provided that”) when each of the following conditions shall have been satisfied: (a) the Administrative Agent (or its counsel) shall have received (x) from each Loan Party, the Majority Lenders for the Term B Facility (determined before giving effect to the replacement of any Non-Consenting Lenders) and each Lender holding Term B Loans (after giving effect to the replacement of any Non-Consenting Lenders) (i) a consent to this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the condition Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a consent to this Agreement and (y) from the Administrative Agent, an executed counterpart to this Agreement; (b) the representations and warranties set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Term Joinder); (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents 4 above 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 to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)correct; (iiic) no Default or Event any fees and reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of Default ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) owing by the Borrower to the Administrative Agent and the First Amendment Arranger and invoiced prior to the date hereof shall have occurred and be continuing or would result from the borrowings been paid in full (subject to be made on the Term Loan Increase Effective Date (except as otherwise set forth any agreed-upon limits contained in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, any letter agreement with the consent of only the Incremental Lenders providing Administrative Agent or its affiliates or such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementFirst Amendment Arranger or their respective affiliates entered into in connection with this Agreement); and (ivd) (i) all Obligations of the Borrower owing to any Non-Consenting Lender being replaced pursuant to Section 3 shall be paid in full to such Non-Consenting Lender concurrently with the assignment described in Section 3 (including any amount payable pursuant to Section 2.11(a)) and (ii) the Borrower Replacement Lender shall deliver or cause pay to be delivered a duly executed Increase each such Non-Consenting Lender an amount equal to the principal amount of the Term Joinder B Loans held by such Non-Consenting Lender plus accrued and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionunpaid interest thereon.

Conditions. With respect to any Incremental Term Loan Commitments, such Incremental Term Loan Commitment The increased or new Commitments shall become effective, as of such Term Loan Increase Effective Date; provided that: (i) each of the condition conditions set forth in Section 6.2(c) 4.02 shall be satisfied (except as otherwise set forth in the applicable Increase Term Joinder)satisfied; (ii) 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 such date as if made on and as of such date (except to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Term Loan Increase Effective Date; (iii) after giving pro forma effect to the borrowings to be made on the Increase Effective Date (except and to any change in Consolidated EBITDA and any increase in Indebtedness resulting from the consummation of any Permitted Acquisition or other Investment or application of funds made with the proceeds of such borrowings, the Borrowers shall, as otherwise of such date, be in compliance with the covenant set forth in Section 6.10, to the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; andextent applicable; (iv) the Borrower Borrowers shall make any payments required pursuant to Section 2.12 or Section 2.13 in connection with any adjustment of Revolving Loans pursuant to Section 2.23(d); (v) the Borrowers shall deliver or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction; (vi) any such increase, and the incurrence of Indebtedness pursuant thereto, shall be permitted by the Intercreditor Agreement and any applicable Holdings Intercreditor Agreement; (vii) if any Loan Party or any of its Subsidiaries owns or will 198 1254948.01A-CHISR02A1306028.06-NYCSR02A - MSW acquire any Margin Stock, Borrowers shall deliver to each Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender and each Issuing Bank), duly executed and delivered by the Borrowers, together with such other documentation as each Agent shall reasonably request, in order to enable each Agent, the Lenders, and the Issuing Banks to comply with any of the requirements under Regulation T, Regulation U or Regulation X; and (viii) any such increase shall be permitted under the Senior Note Documents and any other then existing Indebtedness of the Loan Parties and their Subsidiaries and any such increase shall not give rise to the obligation of any Loan Party or any of its Subsidiaries under the terms of the Senior Note Documents or such other Indebtedness to grant any Lien to secure such Senior Note Documents or other existing Indebtedness (other than any obligation to provide or confirm the security granted under the Term Loan Documents in accordance with the Intercreditor Agreement).

Conditions. With respect The Company's obligations to any Incremental Term Loan Commitments, such Incremental Term Loan Commitment shall become effective, as of such Term Loan Increase Effective Date; provided thateach Rights Holders under this Article VIII will be conditioned on compliance with the following: (ia) Such Rights Holder and its Affiliates will cooperate with the condition set forth Company in Section 6.2(cconnection with the preparation of the applicable Registration Statement, and for so long as the Company is obligated to keep such Registration Statement effective, such Rights Holder and its Affiliates will provide to the Company, in writing and in a timely manner, for use in such Registration Statement (and expressly identified in writing as such), all information regarding themselves and their respective Affiliates and such other information as may be required by applicable law to enable the Company to prepare such Registration Statement and the related prospectus covering the applicable Registrable Securities owned by such Rights Holder and to maintain the accuracy, completeness and effectiveness thereof; (b) shall During such time as such Rights Holder and its Affiliates may be satisfied engaged in a distribution of the Registrable Securities, such Rights Holder and its Affiliates will comply with all applicable laws, including Regulation M promulgated under the Exchange Act, and, to the extent required by such laws, will, among other things: (except as otherwise set forth A) not engage in any stabilization activity in connection with the securities of the Company in contravention of such rules; (B) distribute the Registrable Securities acquired by it solely in the manner described in the applicable Increase Term Joinder)Registration Statement; and (C) if required by applicable law, rules or regulations, cause to be furnished to each agent or broker-dealer to or through whom such Registrable Securities may be offered, or to the offeree if an offer is made directly by such Rights Holder or any of its Affiliates, such copies of the applicable prospectus (as amended and supplemented to such date) and documents incorporated by reference therein as may be required by such agent, broker-dealer or offeree; provided that the Company shall provide such Rights Holder with an adequate number of copies thereof; (iic) Each of Such Rights Holder and its Affiliates will permit the representations Company and warranties made by its representatives and agents to examine such documents and records, and will supply in a timely manner any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and information as of such date as if made on and as of such date (except to (A) the extent made as of a specific datethey may reasonably request, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, connection with the consent offering or other distribution of only the Incremental Lenders providing Registrable Securities by such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementRights Holder; and (ivd) On notice from the Borrower shall deliver Company of the happening of any of the events specified in Section 8.4(c), or cause to be delivered a duly executed Increase Term Joinder that requires the suspension by such Rights Holder or its Affiliates of the distribution of any of the Registrable Securities owned by such Rights Holder, then such Rights Holder and any customary legal opinions its Affiliates will immediately cease offering or other documents reasonably requested distributing the Registrable Securities owned by such Rights Holder until the Administrative Agent offering and distribution of the Registrable Securities owned by such Rights Holder may recommence in connection accordance with any such transactionthe terms hereof and applicable law.

Conditions. With respect The respective obligations of the Parties to consummate the transactions contemplated hereby, and in particular the Arrangement, are subject to the satisfaction, on or before the Effective Time or such other time specified, of the following conditions, any Incremental Term Loan Commitments, such Incremental Term Loan Commitment shall become effective, as of which may be waived by the mutual consent of such Term Loan Increase Effective Date; provided thatParties without prejudice to their right to rely on any other of such conditions: (ia) the condition Interim Order shall have been obtained on terms consistent with the Arrangement and in form and substance satisfactory to each of the Parties, acting reasonably, and such order shall not have been set forth aside or modified in a manner unacceptable to either of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement Resolution shall have been passed by the Company Shareholders at the Company Shareholders’ Meeting in accordance with the Interim Order; (c) the Final Order shall have been obtained on terms consistent with the Arrangement and in form and substance satisfactory to each of the Parties, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to either of the Parties, acting reasonably, on appeal or otherwise; (d) each of the AUC Approval and the BCUC Approval shall have been made, given, obtained or occurred, as the case may be, and each such approval shall be in full force and effect, shall not have been modified or invalidated in any manner and shall be acceptable to the Purchaser, subject to the Purchaser’s obligations under Section 6.2(c5.4; (e) all Regulatory Approvals (other than the Key Regulatory Approvals) required to be obtained, shall have been made, given, obtained or occurred, as the case may be, on terms and conditions acceptable to the Parties, each acting reasonably, and such Regulatory Approvals shall be in full force and effect, and all applicable domestic and foreign statutory and regulatory waiting periods necessary to complete the Arrangement shall have expired or have been terminated and no unresolved material objection or opposition shall have been filed, initiated or made, except where the failure or failures to obtain such Regulatory Approvals, or for the applicable waiting periods to have expired or terminated, would not be reasonably expected to have a Material Adverse Effect; (f) no Law (whether temporary, preliminary or permanent), regulation, policy, judgment, decision, order, ruling or directive (whether or not having the force of Law) shall be satisfied (except as otherwise set forth in effect or shall have been enacted, promulgated, amended or applied by any Governmental Entity, which prevents, prohibits or makes the applicable Increase Term Joinder); (ii) Each consummation of the representations and warranties made by any Loan Party in Arrangement illegal or pursuant to otherwise prohibits or enjoins 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 to (A) Purchaser or the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if Company from consummating the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementArrangement; and (ivg) no act, action, suit, proceeding, objection, opposition, order or injunction shall have been taken, entered, threatened or promulgated by any Governmental Entity, whether or not having the Borrower shall deliver force of Law, which prevents, prohibits or cause makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins Purchaser or the Company from consummating the Arrangement or that would be reasonably expected to be delivered have a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionMaterial Adverse Effect.

Conditions. With respect to any Incremental Term Loan Commitments, such Any Incremental Term Loan Commitment or Incremental Revolving Commitment, as applicable, shall become effective, effective as of such Term Loan Increase its Incremental Facility Effective Date; provided that: (i) the condition set forth Borrower shall have delivered to the Administrative Agent, the notice of borrowing for such extension of credit in Section 6.2(c) shall be satisfied accordance with this Agreement (except as otherwise set forth in the applicable Increase Incremental Term Joinder or Incremental Revolving Joinder, as applicable); (ii) Each each of the representations and warranties made by any Loan Credit Party in or pursuant to the Loan Credit Documents shall be true and correct in all material respects (unless qualified by materiality, in which case they shall be true and correct in all respects) on and as of such date as if made on and as of such date (except to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties unless qualified by materiality materiality, in which case they shall be true and correct in all respects) on and as of such specific date); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Permitted Acquisition or an Investment permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility6.6, the foregoing shall be limited to the Specified Representations (other than Section 5.19 4.21 with respect to the target in such Permitted Acquisition and its subsidiariesRestricted Subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Term Loan Increase Incremental Facility Effective Date (except as otherwise set forth in the applicable Increase Incremental Term Joinder or Incremental Revolving Joinder, as applicable); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, Permitted Acquisition or an Investment permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility6.6, the foregoing shall at the Borrower’s election instead be tested at the time limited to no Event of the execution of the relevant definitive acquisition agreement; andDefault under 8.1(a), 8.1(f) or 8.1(g); (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction; and (v) after giving effect to any such Incremental Revolving Commitment, the aggregate amount of Incremental Revolving Commitments hereunder shall not exceed $100,000,000.

Conditions. With respect (a) The obligation of each Lender to make its Commitment available and to contribute to any Incremental Term Loan Commitments, Advance shall be subject to the condition that the Effective Agreement Date shall have occurred and that the Agent or its duly authorised representative shall have received no later than the Effective Agreement Date the documents and evidence specified in part B of schedule 3 to be supplied by such Incremental Term Loan Commitment date in form and substance satisfactory to the Agent. (b) The obligation of each Lender to contribute to any Advance other than any Advance referred to in clause 10.1(a) above shall become effective, as be subject to the condition that the Agent or its duly authorised representative shall have received no later than 7 (seven) Banking Days before the day on which the Drawdown Notice in respect of such Term Loan Increase Effective Date; provided thatAdvance is given the documents and evidence specified in part A of schedule 3 in form and substance satisfactory to the Agent, unless the aforementioned documents and evidence have already been received under clause 10.1(a) above. 10.2 The obligation of each Lender to contribute to any Advance is subject to the further conditions that at the time of the giving of a Drawdown Notice for and at the time of the making of such Advance: (ia) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Term Joinder); (ii) Each of the representations and warranties made by any Loan Party set out in or pursuant clause 8.1 (and so that the representation and warranty in clause 8.1(f) shall for this purpose refer to the Loan Documents shall be then latest audited financial statements delivered to the Agent under clause 9.1) are true and correct in all material respects on and as of each such date time as if each was made on and as of such date (except to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in facts and circumstances existing at such Permitted Acquisition and its subsidiaries);time; and (iiib) no Default or Event of Default shall have occurred and be continuing unremedied and unwaived in accordance with the terms of this Agreement or would result from the borrowings to making of such Advance. 10.3 The conditions specified in this clause 10 are inserted solely for the benefit of the Lenders and may be made waived on their behalf in whole or in part and with or without conditions by the Agent acting on the Term Loan Increase Effective Date (except as otherwise set forth instructions of the Lenders in respect of the applicable Increase Term Joinder); provided that, if first or any other Advance without prejudicing the primary purpose right of the Agent acting on such instructions to require fulfilment of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent conditions in whole or in part in respect of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionAdvance.

Conditions. With respect to any The Incremental Term Loan Commitments, such Incremental Term Loan Commitment Commitments shall become effective, effective as of such Term Loan Increase the Incremental Effective Date; provided that: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Term Joinderproviso in this clause (i); (ii) 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 such date as if made on and as of such date (except to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Term Loan Increase Incremental Effective Date Date; provided that, in the event that any tranche of Incremental Loans is used to finance an Acquisition permitted under Section 7.03(b) that is not conditioned on receipt of financing and to the extent the arranger of such tranche and each lender participating in such tranche of Incremental Loans agree, the foregoing clause (i) shall be subject to customary limitations on conditionality; (ii) except as otherwise set forth in the applicable Increase Term Joinderproviso in this clause (ii), the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, if any such representation or warranty is by its terms qualified by concepts of materiality or reference to Material Adverse Effect, such representation or warranty shall be true and correct in all respects) on and as of the Incremental Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.14 shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b) of Section 6.01; provided that, if in the primary purpose event that any tranche of such Incremental Term Facility Loans is used to finance a Limited Condition Acquisition, an Acquisition permitted under Section 8.7, with 7.03(b) that is not conditioned on receipt of financing and to the consent extent the arranger of only the such tranche and each lender participating in such tranche of Incremental Lenders providing such Incremental Term FacilityLoans agree, the foregoing clause (i) shall at the Borrower’s election instead be tested at the time subject to customary limitations on conditionality; (iii) as of the execution of Incremental Effective Date, immediately after giving pro forma effect to such Incremental Commitment (and assuming that such Incremental Commitment is fully funded), the relevant definitive acquisition agreementBorrower and its Subsidiaries shall be in compliance with the Pro Forma Leverage Test; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Term Joinder authorizing resolutions, officer’s certificates and any customary legal opinions or other documents of the type delivered on the Closing Date to the extent reasonably requested by by, and in form and substance reasonably satisfactory to, the Administrative Agent in connection with any such transactionAgent.

Conditions. With respect The obligation of the Banks to any Incremental Term Loan Commitments, such Incremental Term Loan Commitment shall become effective, make the Credit Extensions is subject to the following conditions precedent: III.1 General Conditions to Closing and to all Disbursements. At the time of the execution and delivery of this Agreement by all parties who are designated as signatories on the signature pages of such Term Loan Increase Effective Date; provided thatthis Agreement (the "Closing") and at each subsequent Credit Extension: (iA) the condition set forth in Section 6.2(c) No Event of Default shall have occurred and be satisfied (except as otherwise set forth in the applicable Increase Term Joinder)continuing, and no Unmatured Event of Default shall have occurred; (iiB) Each of the The representations and warranties made by any Loan Party contained in or pursuant to the Loan Documents Article IV of this Agreement shall be true and correct in all material respects on as though such representations and as of such date as if warranties had been made on and as of such date (except to (A) the extent made as of a specific date, in except such as are expressly limited to a prior date, which case such representation and warranty shall be have been true and correct in all material respects on and as of such specific date prior date; (C) The Administrative Agent and the Banks shall have been, and shall continue to be, satisfied, in their good faith discretion, that the Borrower (Bor either of them) representations holds Marketable Title to the Borrowing Base Oil and warranties qualified by materiality shall be true Gas Properties, and correct that such ownership includes record title to an undivided net revenue interest in all respectsthe production from each such Borrowing Base Oil and Gas Property that is not less than, as well as an undivided working interest in each Borrowing Base Oil and Gas Property that is not greater than (unless there is a corresponding increase in the net revenue interest attributed to such party therein); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited net revenue interest therein and the working interest therein, respectively, attributed to the Specified Representations Borrower on Exhibit "A," subject to the limitations and qualifications on such exhibit (other than Section 5.19 or attributed to Borrower in any Security Instrument applicable to any Oil and Gas Property that is added to the Borrowing Base Oil and Gas Properties in connection with any subsequent funding after the Closing); (D) No Material Adverse Change shall have occurred since the date of the latest audited Financial Statements provided to the Administrative Agent; (E) All of the Security Instruments previously delivered with respect to the target in such Permitted Acquisition Borrowing Base Oil and its subsidiaries); (iii) no Default or Event of Default Gas Properties shall have occurred remained in full force and be continuing or would result from the borrowings to be made on the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementeffect; and (ivF) the Borrower All legal matters incidental thereto shall deliver or cause be reasonably satisfactory to be delivered a duly executed Increase Term Joinder and any customary each Bank's designated legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactioncounsel.

Conditions. With respect Notwithstanding anything to the contrary set forth herein, a Shareholder will not be required to comply with Section 5.1 in connection with any Incremental Term Loan Commitmentsproposed Change of Control Transaction (the “Proposed Sale”), such Incremental Term Loan Commitment shall become effective, as of such Term Loan Increase Effective Date; provided thatunless: (a) any representations and warranties to be made by such Shareholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such Shares, including, but not limited to, representations and warranties that (i) the condition set forth Shareholder holds all right, title and interest in Section 6.2(cand to the Shares such Shareholder purports to hold, free and clear of all liens and encumbrances, (ii) shall the obligations of the Shareholder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be satisfied entered into by the Shareholder have been duly executed by the Shareholder and delivered to the acquirer and are enforceable (subject to customary limitations) against the Shareholder in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into by the Shareholder in connection with the transaction, nor the performance of the Shareholder’s obligations thereunder, will cause a breach or violation of the terms of the Shareholder’s constating documents (if applicable), any agreement to which the Shareholder is a party, or any law or judgment, order or decree of any court or governmental agency that applies to the Shareholder; (b) the Shareholder is not liable for the breach of any representation, warranty or covenant made by any other person (except for an Affiliate or Eligible Transferee of such Shareholder) in connection with the Proposed Sale, other than the Corporation (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Corporation as otherwise set forth in the applicable Increase Term Joinderwell as breach by any Shareholder of any of identical representations, warranties and covenants provided by all Shareholders); (iic) 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 such date as if made on and as of such date (except to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing liability shall be limited to such Shareholder’s applicable share (determined based on the Specified Representations (other than Section 5.19 respective proceeds payable to each Shareholder in connection with such Proposed Sale) of a negotiated aggregate indemnification amount that applies equally to all Shareholders but that in no event exceeds the amount of consideration otherwise payable to such Shareholder in connection with such Proposed Sale, except with respect to the target in claims related to fraud by such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term FacilityShareholder, the foregoing shall at the Borrower’s election instead liability for which need not be tested at the time of the execution of the relevant definitive acquisition agreementlimited as to such Shareholder; and (ivd) upon the Borrower shall deliver or cause consummation of the Proposed Sale, each Shareholder will receive the same form of consideration for their Shares and same amount of consideration per Share as is received by other Shareholders in respect of their Shares, and if any Shareholder is given a choice as to the form of consideration to be delivered received as a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by result of the Administrative Agent in connection with any such transactionProposed Sale, all Shareholders will be given the same option.

Conditions. With respect As a condition precedent to any Incremental Term Loan Commitmentsthe effectiveness of this Amendment and to Administrative Agent's obligations hereunder, such Incremental Term Loan Commitment each of the following conditions precedent shall become effective, have been satisfied (as determined by Administrative Agent in its sole and absolute discretion) as of such Term Loan Increase Effective Date; provided thatthe date of this Amendment: (ia) All parties shall have executed and delivered this Amendment. (b) Administrative Agent shall have received consents or resolutions, with a certificate of incumbency, from each of Borrower and Guarantors authorizing the condition execution and delivery of this Amendment, and any other documents or instruments required or requested by Administrative Agent. (c) Administrative Agent shall have received such other documents or instruments as are required under this Amendment or as may otherwise be reasonably requested by Administrative Agent. (d) Administrative Agent shall have been reimbursed by Borrower in the full amount of Administrative Agent's and each Lender's costs and expenses incurred in connection with this Amendment and the transactions, documents and instruments contemplated hereby, including, without limitation, reasonable attorneys' fees and expenses. (e) The representations and warranties set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Term Joinder); (ii) Each this Amendment and all of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be continue to remain true and correct in all material respects on and as of such date as if made on and as of such date (except to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries);. (iiif) no Default or As of the date hereof, there shall not have been an Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Term part of Borrower or Guarantors under any of the Loan Increase Effective Date (except Documents. The parties agree that this Amendment will not be binding upon or enforceable against Administrative Agent or Lenders until such time as otherwise each of the conditions precedent set forth above have been satisfied in Administrative Agent's sole and absolute determination, and then only after Borrower and Guarantors have has fully complied with all of the other terms and conditions set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionthis Amendment.

Conditions. With respect to any Such Incremental Term Loan Commitments, such Commitments and Incremental Term Revolving Loan Commitment Commitments shall become effective, effective as of such Term Loan Increase Effective Date; provided that: (i) the condition set forth in subject to Section 6.2(c) shall be satisfied 1.06, and (except as otherwise set forth solely in the applicable Increase Term Joindercase of any Incremental Facility (other than any Revolving Commitment Increase) incurred in connection with a Limited Condition Transaction) unless (other than in the case of an Event of Default under Section 8.01(a); , (iib), (g) Each of or (h)) waived by the representations and warranties made by any Loan Party lenders 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 to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose respect of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, no Event of Default (or, in the foregoing shall be limited to the Specified Representations case of an Incremental Facility (other than Section 5.19 with respect to a Revolving Commitment Increase) the target in such proceeds of which will be used for a Permitted Acquisition and its subsidiaries); (iii) or similar Investment, no Default or Event of Default under Section 8.01(a), (b), (g) or (h)) shall have occurred and be continuing or would result from the borrowings to be made on the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of funding or immediately after giving effect thereto; provided that any Limited Condition Transaction remains subject to the execution terms of Section 1.06 hereof; (ii) the proceeds of the relevant definitive acquisition agreement; andIncremental Term Loans and/or Incremental Revolving Loans may be used for working capital needs and other general corporate purposes (including Capital Expenditures, acquisitions and other Investments, working capital and/or purchase price adjustments, Dividends, prepayments of Indebtedness (including Restricted Debt Payments) and related fees and expenses) and for any other purpose not prohibited by the Loan Documents; (iviii) the Borrower shall deliver or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions amendments to the Loan Documents or other documents reasonably requested by the Administrative Agent or any Incremental Term Loan Lender or Incremental Revolving Loan Lender in connection with any such transaction; (iv) any such Incremental Term Loans shall be in an aggregate amount of at least $5,000,000 and integral multiples of $1,000,000 above such amount (except, in each case, such minimum amount and integral multiples amount shall not apply when the Borrower uses all of the Incremental Term Loan Commitments available at such time); (v) any Incremental Facilities may be (A) secured on a pari passu basis with the Term Loans, (B) secured on a junior basis to the Term Loans, or (C) unsecured and, in the case of clauses (B) and (C), shall be established as a separate facility from the then existing Term Loans or Revolving Loans, as applicable; provided that any such separate facility (x) subject to the proviso contained in Section 2.20(c)(ii) does not mature (and does not require any mandatory redemptions, sinking funds or similar payments or offers to purchase (excluding customary asset sale and change of control provisions and similar provisions and, if applicable, AHYDO catch-up payments)) on or prior to the date that is 91 days after the Latest Maturity Date of, or have a shorter Weighted Average Life to Maturity than, any existing Term Loans or Revolving Loans, as applicable, and (y) to the extent secured, shall be subject to intercreditor terms reasonably agreed among the agent under such facility, the Borrower and the Administrative Agent. No Incremental Facility shall be secured by a Lien on any assets of the Borrower or any Guarantor not constituting Collateral or incurred or guaranteed by any person other than the Borrower or the Guarantors; and (vi) subject (other than in the case of any Revolving Commitment Increase) to customary “SunGard” limitations (to the extent agreed to by the lenders providing the applicable Incremental Facility and to the extent the proceeds of the applicable Incremental Facility are being used to finance a Permitted Acquisition or other Investment), each of the representations and warranties made by any Credit Party set forth in Article III hereof 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 of such credit extension (or, if incurred in connection with a Limited Condition Transaction, the LCT Test Date) with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties 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) as of such earlier date.

Conditions. With respect to any No Incremental Term Loan Commitments, such Incremental Term Loan Commitment Commitments shall become effective, effective as of such Term Loan the Increase Effective Date; provided that:Date unless (but subject to Section 1.09 in each case): (i) each of the condition conditions set forth in Section 6.2(c) 4.02 shall be satisfied (except as otherwise set forth in the applicable Increase Term Joinder)satisfied; (ii) 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 such date as if made on and as of such date (except to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Term Loan Increase Effective Date Date; (iii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as otherwise set forth of such earlier date, and except that for purposes of this Section 2.15(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the applicable Increase Term Joindermost recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01; provided that, if in the primary purpose case of such an Incremental Term Facility is Commitment being used to finance consummate a Limited Condition Conditionality Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead election, to the extent acceptable to the Lenders providing the relevant Incremental Commitment, the only representations and warranties that will be tested at required to be true and correct will be the time Specified Representations (conformed as necessary for such acquisition) and such of the execution representations made by or on behalf of the relevant definitive applicable target, its affiliates, its subsidiaries or their respective businesses in the acquisition agreement governing such Limited Conditionality Acquisition as are material to the interests of the Lenders, but only to the extent that a Loan Party has the right to terminate its obligations under such acquisition agreement or to decline to consummate such Limited Conditionality Acquisition as a result of a breach of such representations in the acquisition agreement; (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrower shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrower shall make any breakage payments in connection with any adjustment of Revolving Credit Loans pursuant to Section 2.15(d); and (ivvi) as a condition precedent to each Incremental Commitment, the Borrower shall deliver or cause to be delivered a duly executed Increase Term Joinder officer’s certificates, Organization Documents and any customary legal opinions or other documents of the type delivered on the Closing Date to the extent reasonably requested by by, and in form and substance reasonably satisfactory to, the Administrative Agent Agent, and if such Incremental Commitment is being provided in connection with a Limited Conditionality Acquisition, such certificate shall provide that the above requirements were satisfied in accordance with Section 1.09; and (vii) (x) upon the reasonable request of any Lender, the Borrower shall have provided to such transactionLender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, and (y) any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party.

Conditions. With respect to any Such Incremental Term Loan Commitments, such Commitments and Incremental Term Revolving Loan Commitment Commitments shall become effective, effective as of such Term Loan Increase Effective Date; provided that: (i) subject to Section 1.06, and (solely in the condition set forth case of any Incremental Facility (other than any Incremental Revolving Loan Commitment) incurred in connection with a Limited Condition Transaction) unless (other than in the case of an Event of Default under Section 6.2(c8.01(a), (b), (g) or (h)) waived by the lenders in respect of such Incremental Facility, no Event of Default (or, in the case of an Incremental Facility (other than an Incremental Revolving Loan Commitment) the proceeds of which will be used for a Permitted Acquisition or similar Investment, no Event of Default under Section 8.01(a), (b), (g) or (h)) shall have occurred and be satisfied (except as otherwise set forth in continuing at the applicable Increase Term Joinder)time of funding or immediately after giving effect thereto; provided that any Limited Condition Transaction remains subject to the terms of Section 1.06 hereof; (ii) Each the proceeds of the Incremental Term Loans and/or Incremental Revolving Loans may be used for working capital needs and other general corporate purposes (including Capital Expenditures, acquisitions and other Investments, working capital and/or purchase price adjustments, Dividends, Restricted Debt Payments and related fees and expenses) and for any other purpose not prohibited by the Loan Documents; (iii) the Borrowers shall deliver or cause to be delivered any customary amendments to the Loan Documents or other documents reasonably requested by the Administrative Agent or any Incremental Term Loan Lender or Incremental Revolving Loan Lender in connection with any such transaction; (iv) any such Incremental Term Loans shall be in an aggregate amount of at least $5,000,000 and integral multiples of $1,000,000 above such amount (except, in each case, such minimum amount and integral multiples amount shall not apply when the Borrowers use all of the Incremental Term Loan Commitments available at such time); (v) any Incremental Facilities may be (A) secured on a pari passu basis with the Term Loans, (B) secured on a junior basis to the Term Loans, or (C) unsecured and, in the case of clauses (B) and (C), shall be established as a separate facility from the then existing Term Loans or Revolving Loans, as applicable; provided that any such separate facility (x) does not mature (and does not require any mandatory redemptions, sinking funds or similar payments or offers to purchase (excluding customary asset sale and change of control provisions and similar provisions and, if applicable, AHYDO catch- up payments)) on or prior to the date that is 91 days after the Latest Maturity Date of, or have a shorter Weighted Average Life to Maturity than, any existing Term Loans or Revolving Loans, as applicable, and (y) to the extent secured, shall be subject to intercreditor terms reasonably agreed among the agent under such facility, the Borrowers and the Administrative Agent. No Incremental Facility shall be secured by a Lien on any assets of the Borrowers or any Guarantor not constituting Collateral or guaranteed by any person other than the Guarantors; and (vi) subject (other than in the case of any Incremental Revolving Loan Commitment) to customary “SunGard” limitations (to the extent agreed to by the lenders providing the applicable Incremental Facility and to the extent the proceeds of the applicable Incremental Facility are being used to finance a Permitted Acquisition or other Investment), each of the representations and warranties made by any Credit Party set forth in Article III hereof or in any other Loan Party in or pursuant to the Loan Documents 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 of such date credit extension with the same effect as if though made on and as of such date (date, except to (A) the extent made as of a specific such representations and warranties expressly relate to an earlier date, in which case such representation representations and warranty warranties shall be true and correct in all material respects on (except that any representation and warranty that is qualified as of such specific date and (B) representations and warranties qualified by materiality to “materiality” or “Material Adverse Effect” shall be true and correct in all respects); provided that, if the primary purpose ) as of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionearlier date.

Conditions. With respect (a) The obligation of the Purchasers to any Incremental Term Loan Commitments, such Incremental Term Loan Commitment shall become effective, each purchase of the Debt is subject to the following conditions being satisfied on or before each Closing Date (as of such Term Loan Increase Effective Date; provided that:defined in the definitive Purchase Agreements): (i) the condition set forth Purchase Agreements described in Section 6.2(c) paragraph 13 shall be satisfied (except as otherwise set forth in the applicable Increase Term Joinder)execution form; (ii) Each of the representations Purchasers and warranties made by any Loan Party AIP shall have received at each closing customary closing certificates, schedules, opinions and other closing documents in or pursuant form and substance satisfactory to the Loan Documents shall be true MSAM and correct in all material respects on and as of such date as if made on and as of such date (except to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)AIP; (iii) no Default or Event of Default Since December 31, 1996, there shall have occurred and be continuing been no material adverse change or would result from the borrowings to be made on the Term Loan Increase Effective Date (except as otherwise set forth any development involving a material adverse change in the applicable Increase Term Joinder); provided thatcondition (financial or otherwise) of AIP and its subsidiaries, if taken a whole, or in the primary purpose earnings, business, prospects or operations of such Incremental Term Facility is to finance AIP and its subsidiaries, taken as a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementwhole; and (iv) MSAM shall have completed its due diligence investigation of AIP and its subsidiaries, which investigation shall be in scope, and with results reasonably satisfactory to MSAM, and MSAM shall have been given access to the Borrower management, records, books of account, contracts and properties of AIP and its subsidiaries and shall deliver have received such financial, business and other information regarding AIP and its subsidiaries as it shall have reasonably requested. (b) MSAM covenants that it shall complete its environmental, lease and engineering due diligence on or before May 5, 1997. Upon completion of such due diligence, MSAM shall give written notice to AIP of completion of the due diligence and shall state whether anything they discovered while conducting such due diligence shall cause it to terminate its obligation to acquire the Debt under Paragraph 14(a)(iv) above. (c) Notwithstanding anything contained in this agreement to the contrary, at no time will the Purchasers be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested required to acquire Debt to the extent that such purchase would result in the Purchasers owning, in the aggregate, in excess of 37.8% of AIP's Common Shares outstanding immediately after such purchase, assuming solely the conversion of the Debt owned by the Administrative Agent in connection with any such transactionPurchasers and not on a fully-diluted basis.

Conditions. With respect to any Incremental Term Loan Commitments, such Incremental Term Loan Commitment This Amendment shall become effective, effective as of such Term Loan Increase the date (the “First Amendment Effective Date; provided that:”) upon which each of the following conditions is satisfied (or waived by the Investor): (ia) The Company and the condition Investor shall have duly executed and delivered this Amendment. (b) The Company, the applicable Subsidiaries of the Company, the Lenders and Oaktree shall have duly executed and delivered the Oaktree Second Amendment, in form and substance satisfactory to the Investor. (c) The Investor shall have received payment in cash from the Company of an amendment fee in the amount of $100,000, which amendment fee shall be payable in immediately available funds, fully earned when paid and shall not be refundable for any reason whatsoever. (d) The Company shall have paid all reasonable and documented out-of-pocket expenses incurred by the Investor in connection with the transactions contemplated by this Amendment, including but not limited to reasonable and documented out-of-pocket fees, charges and disbursements of outside counsel to the Investor incurred prior to or on the First Amendment Effective Date. (e) Immediately before and immediately after giving effect to this Amendment and the Oaktree Second Amendment and the consummation of the transactions contemplated hereby and thereby, no Event of Default shall have occurred and be continuing. (f) The representations and warranties set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Term Joinder); (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents 3 shall be true and correct in all material respects on and as of such date as the First Amendment Effective Date (or, if made on and as of such date (except to (A) the extent made as of a specific date, in which case as of such date); provided, that to the extent that any such representation and or warranty is qualified by the term “material” or “Material Adverse Effect,” such representation or warranty (as so written, including the term “material” or “Material Adverse Effect”) shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Term Loan Increase First Amendment Effective Date (except or such other date, as otherwise set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionapplicable.

Conditions. With respect A sale and leaseback transaction under Clause 20.1 (Permitted Sale and Leaseback) shall require the approval of an Instructing Group unless in relation to any Incremental Term Loan Commitmentssuch transaction: (a) each of the representations made in Clause 16 (Representations and Warranties) is true and will continue to be true, such Incremental Term Loan Commitment shall become effectivein each case, as in all respects, following the completion of such Term Loan Increase Effective Date; transaction, provided thatthat any such representation which expressly relates to a given date or period shall be required to be true solely in respect of that date or period; (b) no Default has occurred and is continuing or will result from the completion of such transaction; (c) the structure of such transaction reflects the description contained in Part I of Schedule 6 (Permitted Sale and Leaseback) as further supplemented by the Leaseback Disclosures; (d) on (or where applicable, prior to, if the same will not materially prejudice the interests of the Lenders) the completion of such transaction: (i) pursuant to and in accordance with Clause 21.2 (Novation of Leaseback Borrower), the condition set forth Original Borrower will be released from and the Leaseback Borrower will assume its rights and obligations in Section 6.2(c) shall be satisfied (except as otherwise set forth in respect of each of the applicable Increase Term Joinder)Tranche A Obligations; (ii) Each to the extent applicable (but without prejudice to Clause 24.10 (Limitation upon Permitted Sale and Leaseback)), pursuant to and in accordance with Clause 19.12(b) (Disposal of Assets and Collateral Vessel Substitution), the relevant Subsidiary Guarantors will be released from (and the relevant Substitute Vessel Owners will assume) liability as Guarantors in respect 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 such date as if made on and as of such date (except to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)Tranche A Obligations; (iii) no Default to the extent necessary, the relevant Obligors shall (and the Parent Guarantor shall procure that each other Obligor shall) provide such additional or Event alternative security in favour of Default shall the Security Trustee and such other documents (in each case, in a form and substance satisfactory to it) as will be required to ensure inter alia that on (and if applicable, prior to) completion of such transaction, the Lenders have occurred the benefit of a security package substantially the same as that which the Obligors purported to provide pursuant to the Security Documents prior to such completion, including (to the extent applicable in the relevant jurisdiction where the ownership of a Collateral Vessel is to be transferred by a Subsidiary Guarantor for the purposes of such transaction), but not limited to, a vessel mortgage and be continuing or would result deed of covenant in respect of such Collateral Vessel from the borrowings to be made on the Term Loan Increase Effective Date relevant Substitute Vessel Owner (except as otherwise set forth in the applicable Increase Term Joindereach of which complies with Clause 19.23(a) (Collateral Vessel Provisions); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement); and (iv) the Administrative Agent has received a legal opinion (in form and substance satisfactory to it) relating to the Leaseback Borrower shall deliver in respect of each of (x) the relevant local law applicable to (aa) the jurisdiction of incorporation or cause establishment of the Leaseback Borrower and (bb) such transaction (y) the tax structure and treatment of the Leaseback Group and (z) the Finance Documents (including, without limitation, the Novation Deed, any Accession Notice and any Security Document) entered into by the Obligors for the purposes of the completion of the Permitted Sale and Leaseback in accordance with this Agreement; and (e) the interest rate applicable to the first Interest Period of the Tranche A Advance will not have to be delivered a duly executed Increase Term Joinder determined under Clause 10 (Market Disruption and Alternative Interest Rates), provided that (x) it shall be the sole responsibility of the Parent Guarantor to demonstrate that the conditions in this Clause 20.2 have been met in relation to the Permitted Sale and Leaseback (y) any customary legal opinions or other documents reasonably requested determination by the Administrative Agent under this Clause 20.2 shall be made solely on the basis of the relevant evidence made available to it at the applicable time by any person and (z) without prejudice to Clause 25.9(a) (Exclusion of Liability), the Administrative Agent shall be entitled to rely on the prima facie accuracy, completeness and efficacy of any such evidence, without incurring any liability to any person in connection with any such transactionthe same.

Conditions. With respect to any Incremental Term Loan Commitments, such Incremental Term Loan Commitment The increased or new Commitments shall become effective, effective as of such Term Loan the Increase Effective Date; provided that: (i) the condition representations and warranties of each Loan Party set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth Article V and in the applicable Increase Term Joinder); (ii) Each of the representations and warranties made by any each other Loan Party in or pursuant to the Loan Documents Document shall be true and correct in all material respects on and as of such date the Increase Effective Date with the same effect as if though made on and as of such date (date, except to (A) the extent made as of a specific 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; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; provided, further, that, with respect to any Increase Amendment incurred for purposes of financing a Limited Condition Transaction, only the Specified Representations (and not any other representations or warranties in Article V or any of the other Loan Documents or otherwise) shall be required to be true and correct in all material respects on and as of the Increase Effective Date, except to the extent such specific date and (B) representations and warranties qualified by materiality expressly relate to an earlier date, in which case they shall be true and correct in all respects)material respects as of such earlier date; provided that, if the primary purpose of such Incremental Term Facility that any representation and warranty that is qualified as to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing “materiality,” “Material Adverse Effect” or similar language shall be limited true and correct (after giving effect to the Specified Representations (other than Section 5.19 with respect to the target any qualification therein) in all respects on such Permitted Acquisition and its subsidiaries)respective dates; (iiiii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings Borrowing to be made (x) in the case of any Increase Amendment incurred for purposes of financing a Limited Condition Transaction, on the Term Loan date of the execution and delivery of the applicable definitive purchase agreement in connection with such Limited Condition Transaction and (y) in the case of any other Increase Amendment, on the date of the Increase Effective Date Date; (except as otherwise set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of iii) after giving effect to such Incremental Term Facility is Loan Commitments, Incremental Revolving Commitments and Incremental Loans and the application of the proceeds thereof, and assuming that all Incremental Revolving Commitments are borrowed in full, the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants contained in Section 7.15 (with respect to finance Section 7.15(a) only, for the Test Period then most recently ended for which financial statements have been or are required to have been delivered pursuant to Section 6.01(a) or (b), as the case may be); provided, that, with respect to any Increase Amendment incurred for purposes of financing a Limited Condition AcquisitionTransaction, permitted under Section 8.7, the Borrower shall be in compliance on a Pro Forma Basis with the consent financial covenants contained in Section 7.15 as of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time date of the execution and delivery of the relevant applicable definitive acquisition agreement; andpurchase agreement in connection with such Limited Condition Transaction (with respect to Section 7.15(a) only, for the Test Period then most recently ended for which financial statements have been or are required to have been delivered pursuant to Section 6.01(a) or (b), as the case may be); (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents certificate of a Responsible Officer certifying compliance with the foregoing conditions; and (v) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (A) customary legal opinions, board resolutions and officers’ certificates (including solvency certificates) consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in connection with any law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (B) reaffirmation agreements and/or such transactionamendments to the Guaranty and the Collateral Documents as may be reasonably requested by the Administrative Agent.

Conditions. With respect As a condition to any Incremental Term Loan Commitmentsparticipation in a Demand Registration Statement, each such Incremental Term Loan Commitment shall become effective, as of Other Holder and/or each such Term Loan Increase Effective Date; Third Party Holder must agree to sell the Other Shares on the same basis provided that: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Term Joinder); underwriting arrangements approved by the Initiating Holders (iiincluding without limitation the standard indemnification provisions contained therein) Each and to timely complete and execute all customary questionnaires, powers of the representations attorney, indemnifications, holdback agreements, underwriting agreements 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 to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested required under the terms of such underwriting arrangements or required by the Administrative Agent Commission or by any state securities regulatory body; provided, however, that no Holder shall be required to make any representation or warranty in connection with any such transactionOffering other than representations and warranties as to (i) such Holder's ownership of his or its Registrable Securities to be sold or transferred free and clear of all liens and encumbrances, (ii) such Holder's power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws and other applicable laws and governmental rules and regulations, if any, as may be reasonably requested; provided further, that the obligation of such Holders to provide indemnification pursuant to such underwriting agreement shall be several, not joint and several, among all such Persons selling Shares, and the liability of each such Holder will be in proportion to, and such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to the Offering. If any Person requesting inclusion in a Demand Registration Statement does not agree to the conditions set forth in this subsection, such Person will be excluded from the Offering by written notice from the Company, the underwriter or the Initiating Holders, and the securities so excluded will be withdrawn from registration.

Conditions. With respect (a) If the Company’s liability under any of the Reinsured Contracts is changed because of changes in the terms and conditions of the Reinsured Contracts (including to any Incremental Term Loan Commitmentscontract riders or endorsements thereto) that are based on the terms of the Reinsured Contracts or, such Incremental Term Loan Commitment subject to Section 2.2(b), required due to changes in Applicable Law, the Reinsurer will share in the change proportionately to the Reinsurer’s Quota Share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. Subject to this section, the Company shall become effective, as not change terms or conditions of such Term Loan Increase Effective Date; provided that:any Reinsured Contracts in any material respect without the consent of the Reinsurer. (ib) If the condition set forth in Section 6.2(cCompany believes a modification to a Reinsured Contract is required under Applicable Law, the Company will, prior to effecting any such modification, provide to the Reinsurer (x) a memorandum prepared by the Company’s internal counsel summarizing the view that such modification is required under Applicable Law, and (y) if the Reinsurer disagrees with the Company’s view, (A) both Parties shall be satisfied (except as otherwise set forth mutually select a neutral outside counsel with a national reputation in the applicable Increase Term Joindersubject matter area to provide a memorandum as to whether such modification is required under Applicable Law (or, if the Parties cannot mutually agree on such outside counsel, ▇▇▇▇ Reinsurance and Insurance Arbitration Society - US (“▇▇▇▇▇-US”); (ii) 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 select such date as if made on and as of such date (except to (Aoutside counsel) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations if such outside counsel, taking into account the situation and warranties qualified by materiality circumstances, determines that the modification is required, the position set forth in such memorandum of outside counsel shall be true final and correct in all respects); provided thatbinding on the Parties. Notwithstanding the foregoing, if at any time an applicable Governmental Authority informs either Party in writing or informs both Parties orally that the primary purpose of such Incremental Term Facility modification is to finance a Limited Condition Acquisition permitted required under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term FacilityApplicable Law, the foregoing Company shall be limited permitted to make such modification. (c) The Reinsurer’s liability under this Agreement shall commence on the Specified Representations (other than Section 5.19 Effective Time, and all reinsurance with respect to which the target Reinsurer shall be liable by virtue of this Agreement shall be subject in all respects to the terms of the Reinsured Contracts to the extent paid by the Company. Claims notifications, claim papers and proofs will be furnished to the Reinsurer as soon as reasonably practicable following any written request for such Permitted Acquisition and its subsidiaries);items made by the Reinsurer. (iiid) no Default In the event of an exchange, replacement or Event conversion of Default shall have occurred and be continuing or would result from the borrowings to be made on the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facilityany Reinsured Contract, the foregoing shall at new contract issued by the Borrower’s election instead Company resulting from such exchange, replacement or conversion will be tested at reinsured by the time Reinsurer hereunder if such exchange, replacement or conversion is pursuant to the terms of the execution original contract. No other exchanges, replacements or conversions will be reinsured by the Reinsurer hereunder. The Company shall not, directly or indirectly, solicit, assist or target, or allow any of its Affiliates to, directly or indirectly, solicit, assist or target holders of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent Reinsured Contracts in connection with any program of internal replacement. The term “program of internal replacement” shall mean any program instituted, promoted, sponsored, encouraged or supported by the Company or any of its Affiliates that is offered to a class of policyholders and in which any group of Reinsured Contracts is targeted for intended exchange for other policies that are written by the Company or any Affiliate of the Company; provided, however, that the actions and recommendations of the agents, general agents or brokers of the Company or its Affiliates, acting independently and not at the direction of the Company and its Affiliates, regardless of the effects thereof on the Reinsured Contracts, shall not constitute a program of internal replacement, and any cooperation or action the Company or its Affiliates need to provide in connection with the independent action of such transactiondistribution partners of the Company or its Affiliates shall not be deemed to constitute their assistance or support of such action.

Conditions. With respect to any Such Incremental Term Loan Commitments, such Incremental Term Loan Commitment Commitments shall become effective, as of such Term Loan Increase Effective Date; provided that: (i) each of the condition conditions set forth in Section 6.2(c) 4.03 shall be satisfied (except as otherwise set forth in the applicable Increase Term Joinder)satisfied; (ii) 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 such date as if made on and as of such date (except to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iii) the aggregate amount of all Incremental Term Loans permitted to be made pursuant to such Incremental Term Loan Commitments shall not exceed the sum of (A) $300,000,000 (or the Dollar Equivalent thereof in other Alternative Currencies) plus (B) an additional unlimited amount so long as, after giving effect to the borrowings to be made on the Increase Effective Date and to the consummation of any Permitted Acquisition or other Investment or application of funds made with the proceeds of such borrowings, on a Pro Forma Basis, the Senior Secured Net Leverage Ratio at such date is not greater than 3.00 to 1.0 (except as otherwise set forth provided that in calculating the Senior Secured Net Leverage Ratio, the proceeds of Incremental Term Loans shall be excluded from Unrestricted Cash) (it being understood that the Designated Company may elect to utilize amounts under either clause (A) or (B) (to the extent compliant therewith), and may use clause (B) (to the extent compliant therewith) prior to utilization of amounts under clause (A) in the applicable Increase Term Joindercase of a concurrent use); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and; (iv) the Borrower Loan Parties shall deliver or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction; and (v) immediately after giving effect to all Incremental Term Loans permitted to be made pursuant to such Incremental Term Loan Commitments, the Designated Company shall be in compliance, on a Pro Forma Basis, with the Financial Performance Covenant (provided that in calculating the Senior Secured Net Leverage Ratio, the proceeds of Incremental Term Loans shall be excluded from Unrestricted Cash), and the Designated Company shall have delivered to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance; 1160381.015-CHISR02A - MSW provided, further that if the proceeds of any Incremental Term Loans are being used to finance an Acquisition that is not conditioned on the obtaining of any financing, then, except to the extent otherwise required by the Lenders or Additional Lenders making such Incremental Term Loans, (x) the representations and warranties referred to in Section 4.03(c) shall be limited to those contained in Sections 3.01, 3.02, 3.03(b), 3.03(c), 3.10, 3.11, 3.12, 3.16, 3.20, 3.22 and 3.24, and 3.28 and (y) the Defaults referred to in Section 4.03(b) and Section 2.23(b)(ii) shall be limited to Significant Events of Default.

Conditions. With respect The effectiveness of Article 2 of this Amendment is subject to any Incremental Term Loan Commitments, such Incremental Term Loan Commitment shall become effective, as the satisfaction of such Term Loan Increase Effective Date; provided thatthe following conditions precedent: (a) The Administrative Agent (or its counsel, ▇▇▇▇▇▇▇▇ PC) shall have received (i) from each party hereto either (A) a counterpart of this Amendment signed on behalf of such party or (B) written evidence satisfactory to the condition Administrative Agent (which may include fax or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment and (ii) duly executed copies of the other Loan Documents and such other certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Amendment. (b) The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses required to be reimbursed for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the First Amendment Effective Date. (c) The Administrative Agent shall have received such other documents as the Administrative Agent, the Issuing Bank or their respective counsel may have reasonably requested. (d) The representations and warranties of the Loan Parties set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in this Amendment and the applicable Increase Term Joinder); (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the other Loan Documents shall be true and correct in all material respects on and with the same effect as of such date as if though made on and as of such date the First Amendment Effective Date (except to (A) the extent it being understood and agreed that any representation or warranty which by its terms is made as of a specific date, in which case such representation and warranty specified date shall be required to be true and correct in all material respects on and only as of such specific date specified date, and (B) representations and warranties qualified by that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries);. (iiie) no Default or Event of No Default shall have occurred and be continuing or would result from the borrowings to be made on the Term Loan Increase Effective Date continuing. (except as otherwise set forth f) All proceedings taken in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, connection with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing transactions contemplated by this Amendment and all documentation and other legal matters incident thereto shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause satisfactory to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionand its legal counsel, ▇▇▇▇▇▇▇▇ PC.

Conditions. With respect to any The Incremental Term Loan Commitments, such Incremental Term Loan Commitment Commitments shall become effective, effective as of such Term Loan the Increase Effective Date; provided that: (i) each of the condition conditions set forth in Section 6.2(c) 4.02 shall be satisfied (except as otherwise set forth in the applicable Increase Term Joinder)satisfied; (ii) 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 such date as if made on and as of such date (except to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Term Loan Increase Effective Date and any Permitted Acquisitions consummated in connection therewith; (iii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as otherwise set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisitionearlier date, permitted under and except that for purposes of this Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility2.15(a), the foregoing representations and warranties contained in Section 5.15 shall at be deemed to refer to the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; andmost recent financial statements furnished pursuant to Section 6.01; (iv) on a Pro Forma Basis (assuming, in the Borrower case of Incremental Revolving Credit Commitments, that such Incremental Revolving Credit Commitments are fully drawn but without netting the cash proceeds of such Indebtedness), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.14 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall make any breakage payments in connection with any adjustment of Revolving Credit Loans pursuant to Section 3.05; (vi) the Company shall deliver or cause to be delivered officer’s certificates and legal opinions, in each jurisdiction where a duly executed Increase Term Joinder and any customary legal opinions or other documents Borrower is incorporated, of the type delivered on the Closing Date to the extent reasonably requested by by, and in form and substance reasonably satisfactory to, the Administrative Agent Agent; and (vii) (A) upon the reasonable request of any Lender made at least ten days prior to the Increase Effective Date, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least ten days prior to the Increase Effective Date and (B) at least five days prior to the Increase Effective Date, any Credit Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such transaction.Credit Party; and (viii) the proceeds of any loans made using the Incremental Revolving Credit Commitment or any Incremental Term Loans shall be used for working capital or general corporate purposes of the Borrower and its Subsidiaries (including Permitted Acquisitions);

Conditions. With 11.1 Without limiting anything contained in Section 4 (Payment of City Funding) of this Agreement, the obligation of the City to advance the City Funding under this Agreement shall, unless waived in writing by the City or not required for a particular advance, be subject to the following conditions: (a) there not being any current Event of Default that has not been cured; (b) there not being any liens, notices of non-compliance or other like title registrations relating to violations or non-compliance on title to the Project Lands, and there not being any work orders or violations issued against the Project Lands by any applicable Governmental Authority; (c) the Recipient having paid all realty taxes for the Project Lands; (d) the Recipient having provided proof of insurance in accordance with Section 9 for the Project; (e) with respect to any Incremental Term Loan Commitmentsadvance #1 outlined in the Advance Schedule, such Incremental Term Loan Commitment shall become effective, as of such Term Loan Increase Effective Date; provided thatthe following additional conditions must be satisfied: (i) the condition set forth Recipient providing the City with an up to date and comprehensive development schedule including the construction start date and the estimated Project Completion Date; and (ii) the Recipient providing the City with copies of its article of incorporation and a certified board resolution authorizing the execution of this Agreement; (f) with respect to any advance of City Funding, except for advance #1 outlined in Section 6.2(c) shall be satisfied (except the Advance Schedule, the Recipient having provided proof of achievement of the applicable milestone as otherwise set forth in the applicable Increase Term Joinder)Advance Schedule, as acceptable to the City; (iig) Each the Commissioner has not become aware that the Recipient is in default of the representations and warranties made by any Loan Party in or pursuant other material agreements relating to the Loan Documents shall be true Project, including financing agreements and correct in all material respects on and as of such date as if made on and as of such date (except to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, agreements with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementCity; and (ivh) until Project Completion, nothing shall have occurred which, the Borrower Commissioner has become aware of and determines, acting reasonably, will cause a Material Change to the Project. 11.2 The making of an advance or advances prior to the fulfilment of one or more of the conditions set forth herein shall deliver not constitute a waiver by the City of any such condition, and the City reserves the right to require the fulfillment of the applicable foregoing conditions prior to the making of any subsequent advance. 11.3 All conditions to the obligation of the City to make any advance are solely for the benefit of the City, its successors and assigns, any and all of which may be freely waived in whole or cause in part by the City at any time the City deems it advisable to do so, and no other person shall have standing to require satisfaction of any condition and no other person shall be deemed to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with beneficiary of any such transactioncondition.

Conditions. With respect Notwithstanding anything to the contrary contained in this Support Agreement and without limitation to any Incremental Term Loan Commitmentsother rights of the Consenting Creditors hereunder, such Incremental Term Loan Commitment the Recapitalization and the obligations of the Consenting Creditors under this Support Agreement shall become effective, as be specifically and expressly subject to each and all of such Term Loan Increase the following conditions prior to or at the time on which the Recapitalization is implemented on the Effective Date; , each of which may only be waived by the Initial Consenting Creditors, in their sole discretion, and each of which conditions does not give to the Consenting Creditors the right to terminate this Support Agreement except as specifically provided thatunder Section 10: (a) the Interim Order and following the Meetings, the Final Order shall have been obtained; (b) there shall not be any amendment, modification, supplement or restatement of the Plan, the New Senior Note Indenture Description, the New Subordinated Debenture Indenture Description and the Warrant Indenture, except for any Authorized Amendments or in accordance with Section 13(q); (c) each of the Companies shall be in compliance in all material respects with all of, and shall not be in default in the performance or observance of any of, its material terms, covenants and agreements set forth in this Support Agreement; (i) the condition set forth in Section 6.2(c) process for determining the composition of the New Board shall be satisfied (except proceeding in accordance with the Governance Memorandum attached as otherwise set forth in the applicable Increase Term Joinder); Schedule E, (ii) Each the composition of the representations and warranties made New Board determined in accordance with such process shall have been announced by any Loan Party in or pursuant YMI prior 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 to (A) the extent made as of a specific dateMeetings, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries);and (iii) no Default or Event of Default the Plan shall have occurred been amended accordingly; (e) all securities of New YMI in connection with the Recapitalization, when issued and delivered, shall be continuing or would result duly authorized, validly issued and fully paid and non- assessable and the issuance thereof shall be exempt from the borrowings prospectus and registration requirements of applicable Canadian Securities Laws and from the registration requirements of United States federal and state securities Laws and shall not be subject to resale restrictions pursuant thereto except for control block restrictions under Canadian Securities Laws and except for restrictions relating to securities held by Persons who are affiliates (as defined in Rule 144 under the United States Securities Act of 1933, as amended) of New YMI; (f) the New YMI Common Shares, the Warrants, the New Subordinated Debentures and the New YMI Common Shares to be made on the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided thatissued upon exercise, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time conversion or exchange of the execution Warrants and the New Subordinated Debentures shall have been approved for listing by the Toronto Stock Exchange or the TSX Venture Exchange, subject to customary post-closing conditions; (g) all material filings under applicable Canadian Securities Laws that are required for the implementation of the relevant definitive acquisition agreementRecapitalization shall have been made; (h) there shall not have occurred, after the date hereof, a Material Adverse Change; and (ivi) there shall not be in effect any ruling by any Governmental Entity or court of competent jurisdiction, enjoining the Borrower consummation of a material portion of this Support Agreement or the Plan; it being understood however that notwithstanding anything to the contrary in this Support Agreement if any of the foregoing is not complied with and such non- compliance does not materially adversely affect the absolute or relative (in relation to other holders of the YMI Securities) value of the Debtholders' Consideration or would reasonably be expected to result in a Material Adverse Change, then the Consenting Creditors shall deliver or cause not be entitled to be delivered raise such non-compliance as a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection basis for not complying with any such transactiontheir obligations under this Support Agreement.

Conditions. With respect to any Incremental Term Loan Commitments, such Incremental Term Loan Commitment The increased or new Commitments shall become effective, as of such Term Loan Facilities Increase Effective Date; provided that: (i) each of the condition conditions set forth in Section 6.2(c) 3.2 shall be satisfied (except as otherwise set forth in the applicable Increase Term Joinder)satisfied; (ii) 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 such date as if made on and as of such date (except to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the Borrowings to be made on the Facilities Increase Date; (iii) on a Pro Forma Basis after giving pro forma effect to the borrowings to be made on the Term Loan Facilities Increase Effective Date and the use of proceeds thereof (except including any change in Consolidated EBITDA and any increase in Indebtedness resulting from the consummation of any Permitted Acquisition concurrently with such borrowings) as otherwise of the date of the most recent Financial Statements delivered pursuant to Section 6.1(a) or (b), Ultimate Parent Co-Borrower shall be in compliance with each of the covenants set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; andArticle V; (iv) the A Revolving Borrower shall make any payments required pursuant to Section 2.14(d) in connection with any adjustment of Revolving Loans pursuant to clause (d) below; (v) The applicable Borrowers shall deliver or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction, and the Administrative Agent shall be reasonably satisfied with the terms and documentation of the Facilities Increase; and (vi) there shall have been paid to the Administrative Agent, for the account of the Administrative Agent and the Lenders (including any Person becoming a Lender as part of such Facilities Increase on such Facilities Increase Date), as applicable, all reasonable and documented fees and expenses (including reasonable and documented fees and expenses of counsel) due and payable on or before the Facilities Increase Date (including all such fees described in the Fee Letters).

Conditions. With respect to any Incremental Term Loan Commitments, such Incremental Term Loan Commitment This Amendment shall become effective, as of such Term Loan Increase effective on the date (the "Effective Date; provided that") when each of the following has been fulfilled to the satisfaction of the Lender: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Term Joinder); (iia) Each of the parties hereto shall have executed and delivered a counterpart of this Amendment and the Lender shall have received an amendment fee of $224,000 from the Borrower. (b) There shall exist no Default or Event of Default under the Credit Agreement and all representations and warranties made by any Loan Party in or pursuant to the Loan Documents contained therein shall be true and correct in all material respects on and as of such date the Effective Date with the same effect as if made on and as of such date (date, except to (A) the extent made as of that such representation is stated to relate to a specific date, specified earlier date in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and earlier date. (Bc) representations and warranties qualified by materiality The Lender shall be true and correct in all respects); provided that, if have received a copy of the primary purpose resolutions of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent Board of only Directors of the Incremental Lenders providing such Incremental Term FacilityBorrower, the foregoing Parent and the Guarantor Parents authorizing the execution, delivery and performance by them of this Amendment and an incumbency certificate, in each case certified by its Secretary or an Assistant Secretary. (d) The Lender shall be limited have received legal opinions from counsel to the Specified Representations Parent, the Guarantor Parents and the Borrower (other than Section 5.19 x) covering the matters contained in paragraphs (1) through (5) of Exhibit D to the Credit Agreement with respect to this Amendment and (y) stating that no further action is necessary to maintain the target perfection of the security interest in the Security Documents granted by such Permitted Acquisition Credit Party to secure the obligations of such Credit Party, as amended by this Amendment and its subsidiaries);(2) otherwise in form and substance satisfactory to the Lender. (iiie) no Default or Event of Default shall have occurred All proceedings and be continuing or would result from the borrowings to be made on the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided thatall documents, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Term Joinder instruments and any customary other legal opinions or other documents reasonably requested by the Administrative Agent matters in connection with any this Amendment shall be satisfactory in form and substance to the Lender and its Counsel and the Lender shall have received such transactionother documents, certificates, instruments and opinions relating to the transactions contemplated hereby as it shall reasonably request, in each case, in form and substance satisfactory to it. (f) All fees and expenses of the Lender (including fees and expenses of its counsel) incurred in connection with this Amendment shall have been paid.

Conditions. With respect to any Each Incremental Term Loan Commitments, such Incremental Term Loan Commitment Facility shall become effective, as of such Term Loan Increase Effective Date; provided provided, that: (i) subject to the condition last proviso of this Section 2.22(b), each of the conditions set forth in Section 6.2(c) 4.02 shall be satisfied (except as otherwise set forth in the applicable Increase Term Joinder)satisfied; (ii) Each of the representations and warranties made by any Loan Party in or pursuant subject to the Loan Documents shall be true and correct in all material respects on and as last proviso of this Section 2.22(b), after giving effect to the incurrence of such date as if made Incremental Facility (and assuming for such purposes that any undrawn capacity under such Incremental Facility has been fully drawn) and to any change in Consolidated EBITDA and any increase in Indebtedness resulting from the consummation of any Permitted Acquisition concurrently with such Incremental Facility on and as of such date (except to a Pro Forma Basis, (A) Borrower shall be in compliance with each of the extent made covenants set forth in Section 6.09 as of a specific datethe most recent fiscal quarter for which Borrower was required to deliver financial statements pursuant to Section 5.01(a) or (b) (or, in which case with respect to any such representation and warranty shall calculation to be true and correct in all material respects on and made prior to the delivery of the first financial statements pursuant to Section 5.01(b) after the Closing Date, as of such specific date June 30, 2021 and with reference to the Interim Financial Statements), and (B) representations and warranties qualified by materiality the First-Lien Leverage Ratio shall not be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other greater than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)2.25:1.00; (iii) no Default or Event Borrower shall make any payments required pursuant to Section 2.13 in connection with any adjustment of Default shall have occurred and be continuing or would result from the borrowings Revolving Loans pursuant to be made on the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term JoinderSection 2.22(d); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionIncremental Facility; provided, further, that, to the extent the proceeds of any Incremental Facility are used to finance all or a portion of the purchase price of a Permitted Acquisition whose consummation is not conditioned on the availability of, or on obtaining, third party financing (any such Permitted Acquisition, a “Limited Condition Acquisition”), and Borrower has obtained commitments from lenders to fund such Incremental Facility (such commitments for such Incremental Facility, the “Incremental Financing Commitments”), then (1) if and to the extent the lenders providing the Incremental Financing Commitments for such Incremental Facility so agree, (x) the condition set forth in Section 4.02(c) shall be limited such that the only representations and warranties the accuracy of which shall be a condition to the availability of such Incremental Facility shall be (I) the Specified Representations, and (II) such representations and warranties under the definitive documentation for such Limited Condition Acquisition as entitle the applicable Loan Party and/or the applicable Subsidiary to terminate its obligations under such definitive documentation or decline to consummate such Limited Condition Acquisition, in each case, without paying any penalty or compensation to any party or incurring liability for breach if such representations and warranties fail to be true and correct, and (y) the condition set forth in Section 4.02(b) shall mean (I) no Default shall have occurred and be continuing at the time of execution of the definitive documentation for such Limited Condition Acquisition, and (II) no Specified Event of Default shall have occurred and be continuing at the time of the funding of such Incremental Facility in connection with the consummation of such Limited Condition Acquisition, and (2) for purposes of determining whether the conditions set forth in clause (b)(ii) above have been satisfied in connection with such Limited Condition Acquisition, upon an LCA Election, the date of determination of whether any such condition has been satisfied shall be deemed to be the LCA Test Date, and if, for such Limited Condition Acquisition, such condition would have been satisfied on the relevant LCA Test Date, such condition shall be deemed to have been satisfied.

Conditions. With respect to The effectiveness of any Incremental Term Loan CommitmentsAmendment shall be subject to the satisfaction on the date thereof (each, such an “Incremental Term Loan Commitment shall become effective, as Facility Closing Date”) of such Term Loan Increase Effective Date; provided thateach of the following conditions: (i) both at the condition set forth in Section 6.2(ctime of any such request for an Incremental Facility and on the Incremental Facility Closing Date, no Event of Default shall exist and at the time that any such Incremental Loan is made (and after giving effect thereto) no Potential Event of Default or Event of Default (or, to the extent such Incremental Facility is used to finance a Permitted Acquisition, no Potential Event of Default or Event of Default under subsection 8.1, 8.6, 8.7 or 8.9) shall be satisfied (except as otherwise set forth in the applicable Increase Term Joinder)exist; (ii) Each after giving effect thereto and to all such Incremental Facilities under this subsection 2.10 on a pro forma basis in accordance with subsection 1.2B and the use of proceeds therefrom (assuming for purposes of this calculation that (a) all Incremental Term Loans are “senior secured” and (b) the cash proceeds of any such Incremental Term Loans shall not be netted), (I) Holdings shall be in Pro Forma Compliance and (II) Holdings’ Consolidated Senior Secured Net Leverage Ratio shall not exceed 3.00:1.00; (iii) the representations and warranties made by any contained herein and in the other Loan Party in or pursuant Documents (or, to the Loan Documents extent such Incremental Facility is used to finance a Permitted Acquisition or other acquisition approved by the Requisite Lenders, only the Specified Representations) shall be true and correct in all material respects on and as of such date that Funding Date to the same extent as if though made on and as of such date (that date, except to (A) the extent made as of a specific such representations and warranties specifically relate to an earlier date, in which case such representation representations and warranty warranties shall be have been true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects)earlier date; provided that, if the primary purpose of such Incremental Term Facility a representation and warranty is qualified as to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facilitymateriality, the foregoing materiality qualifier set forth above shall be limited disregarded with respect to such representation and warranty, for purposes of this condition; (iv) to the Specified Representations extent reasonably request by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under subsection 4.1 (other than Section 5.19 with respect changes to such legal opinions resulting from a Change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the target in such Permitted Acquisition and its subsidiariesAdministrative Agent); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (ivv) such other conditions as the Borrower parties to such Incremental Amendment shall deliver or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionagree.

Conditions. With respect Any transfer of the Lease described in Subsection (a) is further subject to any Incremental Term Loan Commitmentsthe satisfaction of the following conditions precedent, such Incremental Term Loan Commitment shall become effective, each of which is hereby agreed to be reasonable as of such Term Loan Increase Effective Date; provided thatthe date hereof: (i) any proposed transferee, by instrument in writing, for itself and its successors and assigns, and expressly for the condition set forth in Section 6.2(c) shall benefit of Agency, must expressly assume all of the obligations of Tenant under this Lease, and any other agreements or documents entered into by and between Agency and Tenant relating to the Premises or the Project Area, and must agree to be satisfied (except as otherwise set forth subject to all of the conditions and restrictions to which Tenant is subject. It is the intent of this Lease, to the fullest extent permitted by Law and equity and excepting only in the applicable Increase Term Joinder)manner and to the extent specifically provided otherwise in this Lease, that no transfer of this Lease, or any interest therein, however consummated or occurring, and whether voluntary or involuntary, may operate, legally or practically, to deprive or limit Agency of or with respect to any rights or remedies or controls provided in or resulting from this Lease with respect to the Premises and the construction of the Improvements that Agency would have had, had there been no such transfer or change; (ii) Each all instruments and other legal documents involved in effecting the transfer shall have been submitted to Agency for review, including the agreement of the representations sale, transfer, or equivalent, and warranties made by any Loan Party Agency shall have approved such documents which approval may be withheld or delayed in or pursuant to the Loan Documents shall be true Agency’s sole and correct in all material respects on and as of such date as if made on and as of such date (except to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)absolute discretion; (iii) Tenant shall have complied with the provisions of Subsection (d) of this Section 15.1; (iv) there shall be no Default or Event of Default shall have occurred and be continuing or would result from Unmatured Event of Default on the borrowings part of Tenant under this Lease or any of the other documents or obligations to be assigned to the proposed transferee, or if not cured, Tenant or the proposed transferee have made on the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is provisions to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time cure of the execution Event of Default, which provisions are satisfactory to Agency in its sole discretion; (v) the proposed transferee (A) has demonstrated to Agency’s reasonable satisfaction that it is capable, financially and otherwise, of performing each of Tenant’s obligations under this Lease and any other documents to be assigned, and (B) is subject to the jurisdiction of the relevant definitive acquisition agreementcourts of the State of California; (vi) the proposed transfer is not in connection with any security, bond or certificates of participation financing as determined by Agency in its sole discretion; and (ivvii) Tenant deposits sufficient funds to reimburse Agency for its reasonable legal expenses to review the Borrower shall deliver or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionproposed assignment.

Conditions. With respect to any The Incremental Term Loan Commitments, such Incremental Term Loan Commitment Commitments shall become effective, effective as of such Term Loan the Increase Effective Date; provided that: (i) each of the condition conditions set forth in Section 6.2(c) 4.02 shall be satisfied (except as otherwise set forth in the applicable Increase Term Joinder)satisfied; (ii) 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 such date as if made on and as of such date (except to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Term Loan Increase Effective Date Date; (iii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as otherwise set forth of such earlier date, and except that for purposes of this Section 2.18(a), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the applicable Increase Term Joindermost recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided that, if in the primary purpose case of such an Incremental Term Facility is Commitment being used to finance consummate a Limited Condition Acquisition, permitted under Section 8.7at the Borrowers’ election, with to the consent of only extent acceptable to the Incremental Lenders providing such the relevant Incremental Term FacilityCommitments, the foregoing shall at only representations and warranties that will be required to be true and correct will be the Borrower’s election instead be tested at the time customary specified representations as agreed to by such Lenders and such of the execution representation, made by or on behalf of the relevant definitive applicable Target in the acquisition agreement governing such Limited Condition Acquisition as are material to the interest of the Lenders, but only to the extent that a Loan Party has the right to terminate its obligations under such acquisition agreement or to decline to consummate such Limited Condition Acquisition as a result of a breach of such representation in the acquisition agreement; and. (iv) if required by the Borrower Lenders, the Borrowers shall deliver or cause make any breakage payments in connection with any adjustment of Revolving Loans pursuant to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents Section 3.05; (v) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received customary legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements substantially consistent with those delivered on the Closing Date under Section 4.01 or otherwise reasonably satisfactory to the Administrative Agent; and (vi) (A) upon the reasonable request of any Incremental Lender (as defined below) made at least three (3) days prior to the Increase Effective Date, the Borrowers shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three (3) days prior to the Increase Effective Date and (B) at least ten (10) days prior to the Increase Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such transactionLoan Party.

Conditions. With respect to any Incremental Term Loan Commitments, such Incremental Term Loan Commitment shall become effective, as of such Term Loan Increase Effective Date; provided that: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth Notwithstanding anything express or implied in the applicable Increase Term Joinder); (ii) Each foregoing provisions of the representations and warranties made by any Loan Party this Section 6.2 or elsewhere in or pursuant this Agreement 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 to contrary, (A) the extent made as of a specific date, in which case such representation Finished Product that Fovea is required to Manufacture and warranty supply to Dyax pursuant to this Section 6.2 shall be true and correct in all material respects on and the same as the Finished Product Manufactured by Fovea to meet the requirements of such specific date and Fovea and/or its Related Parties for Finished Product at the relevant stage of Development or Commercialization, (B) representations Fovea’s obligations to Manufacture and warranties qualified by materiality shall be true and correct in all respects); provided supply units of Finished Product pursuant to this Section 6.2 is subject to the condition precedent that, if Dyax is supplying API Bulk Drug Substance to Fovea, Dyax shall have filled all orders for API Bulk Drug Substance placed under the primary purpose Dyax Supply Agreement or Section 6.1 hereof to allow Manufacture and supply of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent units of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited Finished Product (after giving effect to the Specified Representations (other than provisions set forth above in Section 5.19 6.1(a) and Exhibit E, as relevant, with respect to the target shortages of API Bulk Drug Substance), and (C) Fovea shall not be deemed or treated as being in such Permitted Acquisition and breach of any of its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings obligations under this Section 6.2 to be made on the Term Loan Increase Effective Date (except as otherwise set forth use Diligent Efforts to Manufacture and/or supply Finished Product in the applicable Increase Term Joinder); provided that, if the primary purpose case of such Incremental Term Facility is any failure or inability of Fovea to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver Manufacture and/or supply or cause to be delivered Manufactured and/or supplied Finished Product pursuant to this Section 6.2 if (i) such failure or inability is due to a duly executed Increase Term Joinder shortage of Finished Product and any customary legal opinions or other documents reasonably requested the available supply of Finished Product, if any, is allocated by Fovea between the Administrative Agent Parties on a pro-rata basis based on good faith forecasts of the respective requirements of the Parties and their Related Parties, which, in connection the case of the requirements of Dyax and its Related Parties, shall have been provided by Dyax to Fovea in writing [*****] and (ii) Fovea uses Diligent Efforts to resolve all failure to Manufacture and/or supply issues as promptly as possible in consultation with any such transactionDyax.

Conditions. With respect to any No Incremental Term Loan Commitments, such Incremental Term Loan Commitment Commitments shall become effective, effective as of such Term Loan Increase the Incremental Effective Date; provided thatDate unless: (i) each of the condition conditions set forth in Section 6.2(c) 4.02 shall be satisfied (except as otherwise set forth in the applicable Increase Term Joinder)satisfied; (ii) Each except as set forth in Section 1.10 in the case of the representations and warranties made by any Loan Party Incremental Commitments 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 to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance connection with a Limited Condition Acquisition permitted under Section 8.7Conditionality Acquisition, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Term Loan Increase Incremental Effective Date Date; (iii) except as otherwise set forth in Section 1.10 in the applicable Increase Term Joinder); provided thatcase of Incremental Commitments in connection with a Limited Conditionality Acquisition, if the primary purpose representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Incremental Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01; (iv) except as set forth in Section 1.10 in the case of Incremental Term Facility is to finance Commitments in connection with a Limited Condition Conditionality Acquisition, permitted under Section 8.7on a Pro Forma Basis (assuming, in the case of Incremental Revolving Credit Commitments, that such Incremental Revolving Credit Commitments are fully drawn), the Borrower shall be in compliance with the consent financial covenants set forth in Section 7.12 as of only the Incremental Lenders providing such Incremental Term Facilityend of the latest fiscal quarter for which internal financial statements are available; (v) to the extent required by Section 3.05, the foregoing Borrower shall at the Borrower’s election instead be tested at the time make any breakage payments in connection with any adjustment of the execution of the relevant definitive acquisition agreementRevolving Credit Loans pursuant to Section 2.14(d); and (ivvi) as a condition precedent to each Incremental Commitment, the Borrower shall deliver or cause to be delivered a duly executed Increase Term Joinder officer’s certificates, Organization Documents and any customary legal opinions or other documents of the type delivered on the Closing Date, in each case, to the extent reasonably requested by by, and in form and substance reasonably satisfactory to, the Administrative Agent and the Lenders providing such Incremental Commitment if such Incremental Commitment is being provided in connection with a Limited Conditionality Acquisition, such certificate shall provide that the above requirements were satisfied in accordance with Section 1.10; and (vii) (x) upon the reasonable request of any Lender providing the relevant Incremental Commitment, the Borrower shall have provided to such transactionLender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, and (y) any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party.

Conditions. With respect to any Incremental Term Loan Commitments, such Incremental Term Loan Commitment The increased or new Commitments shall become effective, as of such Term Loan Facilities Increase Effective Date; provided PROVIDED that: (i) each of the condition conditions set forth in Section 6.2(c) SECTION 3.2 shall be satisfied (except as otherwise set forth in the applicable Increase Term Joinder)satisfied; (ii) 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 such date as if made on and as of such date (except to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the Borrowings to be made on the Facilities Increase Date; (iii) on a Pro Forma Basis after giving PRO FORMA effect to the borrowings to be made on the Term Loan Facilities Increase Effective Date and the use of proceeds thereof (except including any change in Consolidated EBITDA and any increase in Indebtedness resulting from the consummation of any Permitted Acquisition concurrently with such borrowings) as otherwise of the date of the most recent Financial Statements delivered pursuant to Section 6.1(A) or (B), Borrower shall be in compliance with each of the covenants set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; andARTICLE V; (iv) the Borrower shall make any payments required pursuant to SECTION 2.14(D) in connection with any adjustment of Revolving Loans pursuant to clause (d) below; (v) Borrower and Co-Borrower shall deliver or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction, and the Administrative Agent shall be reasonably satisfied with the terms and documentation of the Facilities Increase; and (vi) there shall have been paid to the Administrative Agent, for the account of the Administrative Agent and the Lenders (including any Person becoming a Lender as part of such Facilities Increase on such Facilities Increase Date), as applicable, all reasonable and documented fees and expenses (including reasonable and documented fees and expenses of counsel) due and payable on or before the Facilities Increase Date (including all such fees described in the Fee Letters).

Conditions. With respect to any Such Incremental Term Loan Commitments, such Commitments and Incremental Term Revolving Loan Commitment Commitments shall become effective, effective as of such Term Loan Increase Effective Date; provided that: (i) the condition set forth in subject to Section 6.2(c) shall be satisfied 1.06, and (except as otherwise set forth solely in the applicable Increase Term Joindercase of any Incremental Facility (other than any Revolving Commitment Increase) incurred in connection with a Limited Condition Transaction) unless (other than in the case of an Event of Default under Section 8.01(a); , (iib), (g) Each of or (h)) waived by the representations and warranties made by any Loan Party lenders 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 to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose respect of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, no Event of Default (or, in the foregoing shall be limited to the Specified Representations case of an Incremental Facility (other than Section 5.19 with respect to a Revolving Commitment Increase) the target in such proceeds of which will be used for a Permitted Acquisition and its subsidiaries); (iii) or other Investment or Limited Condition Transaction, no Default or Event of Default under Section 8.01(a), (b), (g) or (h)) shall have occurred and be continuing or would result from the borrowings to be made on the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of funding or immediately after giving effect thereto; provided that any Limited Condition Transaction remains subject to the execution terms of Section 1.06 hereof; (ii) the proceeds of the relevant definitive acquisition agreement; andIncremental Term Loans and/or Incremental Revolving Loans may be used for working capital needs and other general corporate purposes (including Capital Expenditures, acquisitions and other Investments, working capital and/or purchase price adjustments, Dividends, prepayments of Indebtedness (including Restricted Debt Payments) and related fees and expenses) and for any other purpose not prohibited by the Loan Documents; (iviii) the Borrower shall deliver or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions amendments to the Loan Documents or other documents reasonably requested by the Administrative Agent or any Incremental Term Loan Lender or Incremental Revolving Loan Lender in connection with any such transaction; (iv) any such Incremental Term Loans shall be in an aggregate amount of at least $5,000,000 and integral multiples of $1,000,000 above such amount (except, in each case, such minimum amount and integral multiples amount shall not apply when the Borrower uses all of the Incremental Term Loan Commitments available at such time); (v) any Incremental Facilities may be (A) secured on a pari passu basis with the Term Loans, (B) secured on a junior basis to the Term Loans, (C) unsecured or (D) secured on non-Collateral and, in the case of clauses (B) (C), and (D) shall be established as a separate facility from the then existing Term Loans or Revolving Loans, as applicable; provided that with respect to any such separate facility to the extent secured by Collateral and in an aggregate amount in excess of the greater of $8,250,000 and 27.5% of Consolidated EBITDA, (x) if secured by the Collateral, a Senior Representative validly acting on behalf of the holders of such Incremental Facility shall have become party to an Other Intercreditor Agreement and/or the First Lien/Second Lien Intercreditor Agreement, as applicable (provided, that, in each case, no acknowledgement or counter signature by the Administrative Agent or Collateral Agent shall be required to comply with the requirements of this Section 2.20(b)(v)) or (y) if payment subordinated, shall be subject to a subordination agreement on terms that are reasonably acceptable to the Administrative Agent and the Borrower (provided, that, in each case, no acknowledgement or countersignature by the Administrative Agent or Collateral Agent shall be required to comply with the requirements of this Section 2.20(b)(v)); provided, further, that no Incremental Facility shall (x) have a borrower other than the Borrower or (y) be guaranteed by any Person unless such Person is a Guarantor which shall have previously or substantially concurrently Guaranteed the Obligations; and (vi) solely if and to the extent required by the lenders providing the applicable Incremental Facility, subject to customary “SunGard” limitations (to the extent agreed to by the lenders providing the applicable Incremental Facility and to the extent the proceeds of the applicable Incremental Facility are being used to finance a Permitted Acquisition or other Investment or in connection with any Limited Condition Transaction (and such limitations shall include a limitation to the Specified Representations)), each of the representations and warranties made by any Credit Party set forth in Article III hereof 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 of such credit extension (or, if incurred in connection with a Limited Condition Transaction, the LCT Test Date) with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties 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) as of such earlier date.

Conditions. With respect 5.1 Companies agree to any Incremental Term Loan Commitmentsfurnish Bank prior to the initial borrowing under this Agreement, in form and substance to be satisfactory to Bank, with (i) certified copies of resolutions of the Board of Directors of Holding and each Company evidencing approval of the borrowings and transactions contemplated hereunder; (ii) a certificate of good standing from the state of Companies’ organization and from the state(s) in which is required to be qualified to do business; (iii) an opinion of Companies’ and Holding’s legal counsel; and (iv) such Incremental Term Loan Commitment shall become effectiveother documents and instruments as Bank may reasonably require. 5.2 As security for all indebtedness of Companies to Bank hereunder, as of such Term Loan Increase Effective Date; provided thatCompanies agree to furnish, execute and deliver to Bank, or cause to be furnished, executed and delivered to Bank, prior to or simultaneously with the initial borrowing hereunder, in form to be satisfactory to Bank and supported by appropriate resolution in certified form authorizing same, the following: (a) The Security Agreements; (b) The Mortgages; (c) The Guaranties; (d) The Assignment; (i) The Collateral L/Cs; (e) The Support Letters; (f) Financing Statements required or requested by Bank to perfect all security interests to be conferred upon Bank under this Agreement and to accord Bank a perfected first priority security position under the condition set forth in Section 6.2(c) shall be satisfied Uniform Commercial Code (except as otherwise set forth in subject only to the applicable Increase Term Joinderencumbrances permitted hereunder); (iig) Each Subject to the Post-Closing Letter, dated as of the representations and warranties made by any Loan Party in or pursuant date hereof, from Bank to Companies (the Loan Documents “Post-Closing Letter”) which 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 to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to items (a) – (e) above set forth the target extent of Companies’ obligations with respect to certain collateral matters, such other documents or agreements of security and appropriate assurances of validity and perfected first priority of lien or security interest as Bank may reasonably request at any time. To the extent that a Company has heretofore given a security interest to Bank with respect to certain of the foregoing and such documents and agreements comply with the requirements of this Agreement, it is hereby agreed that such documents and agreements shall satisfy the requirements of this Section 5.2 and remain in full force and effect for the purposes of this Agreement, but Bank may, if it reasonably deems it necessary or desirable for the purposes of creating or perfecting the security interests contemplated above, require execution of a new agreement or agreements or amendments to such Permitted Acquisition and its subsidiaries);agreements on substantially identical terms. (iii) no Default or Event of Default 5.3 As a condition to the initial Advance, Bank shall have occurred and be continuing or would result received evidence of receipt by Company of $3,560,000 from the borrowings to be made on the Term Loan Increase Effective Date Support Parties (except as otherwise set forth “2010 Funded Support Payment”) in the applicable Increase Term Joinder); provided thatform of cash equity contributions representing a prefunding of a portion of their respective obligations under the Support Letters for the period January 1, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition2010 through September 30, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction2010.

Conditions. 3.1 This Memorandum shall not be deemed in any respect to constitute an admission by any party that any allegation or contention in this proceeding is true or false. 3.2 The making of this Memorandum shall not be deemed to foreclose any party from making any contention in any future proceeding or investigation, except as to those issues and proceedings that are stated in this Memorandum as being specifically resolved by approval of this Memorandum. 3.3 The Settling Parties agree to not file direct or rebuttal testimony with the Department, issue information requests to each other, or seek evidentiary hearings, relating to the terms of this Memorandum. This provision is not intended to foreclose opportunities for the Department to issue information requests or schedule evidentiary hearings regarding the Memorandum, at its discretion. If the Department schedules such evidentiary hearings, all Settling Parties, expressly including DOER, shall have the right to present witnesses at such hearings and all Settling Parties shall have the right to file comments, at any time, in support of this Memorandum. 3.4 This Memorandum is the product of settlement negotiations. The Settling Parties agree that the content of those negotiations (including any workpapers or documents produced in connection with the negotiations) are confidential to the extent allowable by law, that all offers of settlement of are without prejudice to the position of any party or participant presenting such offer or participating in such discussion, and, except to enforce rights related to this Memorandum or defend against claims made under this Memorandum, that they will not use the content of those negotiations in any manner in these or other proceedings involving one or more of the parties to this Memorandum, or otherwise. 3.5 The provisions of this Memorandum are not severable. This Memorandum is also contingent upon the provision of accurate and truthful information by the Program Administrators during the settlement negotiation process. 3.6 The parties to this Memorandum understand and agree that the obligations of the Program Administrators set forth herein are contingent on approval of the Memorandum by the Department. Accordingly, the Program Administrators shall not be obligated or required to begin implementing the terms of this Memorandum unless and until the Department fully approves the Memorandum. 3.7 If the Department does not approve the Memorandum, this filing shall be deemed to be withdrawn and shall not constitute a part of the record in any proceeding or used for any other purpose. 3.8 With respect to any Incremental Term Loan Commitments, such Incremental Term Loan Commitment shall become effective, as of such Term Loan Increase Effective Date; provided that: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise Program Administrator specific information set forth in the applicable Increase Term Joinder);updated D.P.U. 08-50 tables in Attachment A, and the PI Supplement in Attachment B, each Program Administrator is sponsoring and responsible for only its own specific data. 3.9 The Settling Parties incorporate by reference into this Memorandum the following documents: (ii) 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 such date as if made on and as of such date (except to (A1) the extent made as October 29, 2010 initial filings by the Program Administrators, (2) supplemental information filed by the Program Administrators in dockets D.P.U. 10-140 through D.P.U. 10-150, inclusive; (3) Program Administrator responses to discovery in the above-referenced dockets, (4) the Consultant Report; (5) the Resolutions adopted by the EEAC on December 14, 2010 and April 12, 2011 [to be confirmed]. As applicable, all of a specific date, in which case such representation these materials are updated and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified superseded by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition this Memorandum and its subsidiaries); (iii) no Default or Event attachments. The signatories listed below represent that they are authorized on behalf of Default shall have occurred and be continuing or would result from the borrowings their principals to be made on the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided thatenter into this Memorandum. Respectfully Submitted, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition AcquisitionBy its attorney, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.By its attorney,

Conditions. With respect No Incremental Facility shall become effective under this subsection 1.1(e) unless, after giving effect to any Incremental Term Loan Commitments, such Incremental Term Loan Commitment shall become effectiveFacility, as the Loans to be made thereunder, and the application of such Term Loan Increase Effective Date; provided that: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Term Joinder)proceeds therefrom; (ii) 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 such date as if made on and as of such date (except to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested exist at the time of funding or, solely with respect to an Incremental Term Loan the execution proceeds of which are intended to and shall be used to finance substantially contemporaneously a Permitted Acquisition or any other acquisition permitted by Section 5.4 which financing is subject to customary “Funds Certain Provisions”, unless the Persons holding not less than a majority of the relevant definitive commitments to provide CH\1898062.5 such Incremental Term Loan waive the absence of a Default or Event of Default as a condition to funding thereof, on the date on which the related acquisition agreementagreement is executed and becomes effective (any such date, an “Acquisition Agreement Signing Date”); (B) as of the last day of the most recent Fiscal Quarter or Fiscal Year (whichever is the most recent) for which financial statements were required to have been delivered pursuant to subsection 4.1(a) or subsection 4.1(b), as applicable, the Senior Leverage Ratio recomputed on a pro forma basis shall not exceed the maximum Senior Leverage Ratio permitted under Section 6.3 at such time; (C) proceeds of such Incremental Facility shall be used solely to finance or refinance the purchase price (and related fees and expenses) of a Permitted Acquisition or any other acquisition permitted by Section 5.4 consummated substantially concurrently with the incurrence thereof or within ninety (90) days prior to the date of incurrence; (D) Agent shall have received a certificate of a Responsible Officer of the Borrower certifying as to the foregoing; and (ivE) the Borrower Agent shall deliver or cause to be delivered a duly executed Increase Term Joinder and any customary have received such other legal opinions or other documents opinions, secretary certificates, good standing certificates and/or authorizing resolutions as are reasonably requested by the Administrative Agent in connection with any such transactionAgent.

Conditions. With respect If the Piggyback Registration Statement relates to any Incremental Term Loan Commitments, such Incremental Term Loan Commitment shall become effectivean underwritten Offering, as of a condition to participation in such Term Loan Increase Effective Date; Piggyback Registration Statement, each Holder must agree to sell such Holder's Registrable Securities on the same basis provided that: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Term Joinder); underwriting arrangements approved by the Company (iiincluding without limitation the standard indemnification provisions contained therein) Each and to timely complete and execute all customary questionnaires, powers of the representations attorney, indemnities, holdback agreements, underwriting agreements 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 to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested required under the terms of such underwriting arrangements or required by the Administrative Agent Commission or by any state securities regulatory body; provided, however, that no Holder shall be required to make any representation or warranty in connection with any such transactionOffering other than representations and warranties as to (i) such Holder's ownership of his or its Registrable Securities to be sold or transferred free and clear of all liens and encumbrances, (ii) such Holder's power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws and other applicable laws and governmental rules and regulations, if any, as may be reasonably requested; provided further, that the obligation of such Holders to provide indemnification pursuant to such underwriting agreement shall be several, not joint and several, among all such Persons selling Shares, and the liability of each such Holder will be in proportion to, and such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to the Offering. If any Person requesting inclusion in a registration statement does not agree to the conditions set forth in this subsection, such Person will be excluded from the Offering by written notice from the Company or the underwriter, and the securities so excluded will be withdrawn from registration.

Conditions. With respect to any Any Incremental Term Loan Commitments, such Incremental Term Loan Commitment Commitments shall become effective, effective as of such Term Loan the applicable Increase Effective Date; provided that: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Term Joinder); (ii) Each of the all representations and warranties made by any Loan Party contained in or pursuant to this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of such date Increase Effective Date (both before and after giving effect thereto and, in the case of each Borrowing of Term Loans pursuant to Incremental Commitments, the application of proceeds therefrom) with the same effect as if made on and as of such date (except to (A) the extent made as of a specific datesuch representations and warranties expressly relate to an earlier date and in such case, in which case such representation representations and warranty warranties shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties date; provided that any representation or warranty that is qualified by materiality materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects); provided that, if as though made on and as of the primary purpose applicable date, before and after giving effect to such Borrowing of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)Loans; (iiiii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings Borrowings to be made on the Term Loan such Increase Effective Date (except Date; provided, for the avoidance of doubt, that no Default or Event of Default in respect of Section 6.03 shall have occurred and be continuing nor result from the making of such Borrowing on and as otherwise set forth in of the applicable Increase Term Joinder); provided thatEffective Date, if without giving effect to any Asset Coverage Ratio Cure Period; (iii) after giving effect to the primary purpose incurrence of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term FacilityCommitments, the foregoing Aggregate Exposure with respect to all Lenders shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementnot exceed $4,000,000,000; and (iv) the Borrower shall deliver or cause to be delivered a have duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by delivered to the Administrative Agent a Mortgage Supplement to the Long Form Mortgage and/or other Collateral Documents granting first #10384414v15 priority Liens and security interests in any additional Pool Assets required to maintain compliance with Section 6.03 (subject to Liens permitted under Section 6.01(a)) in favor of the Administrative Agent, for the benefit of the Lenders, and shall have caused any such Mortgage Supplement to be filed with the FAA in order to perfect the Liens on such additional Pool Assets in the form of Aircraft, and evidence of such filing will be provided to the Administrative Agent promptly after being made available by the FAA and no later than 5 business days after the applicable Increase Effective Date (or such longer period that is reasonably acceptable to the Administrative Agent) the Borrower shall register the International Interest in connection with any such transactionthe applicable Short Form Mortgage with the International Registry.

Conditions. With respect Section 8.1 Conditions to Each Party's Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following conditions, unless waived by each party: (a) no action shall have been taken, and no statute, rule or regulation shall have been enacted, by any Incremental Term Loan Commitmentsstate or federal government or governmental agency in the United States which would prevent the consummation of the Merger or make the consummation of the Merger illegal; (b) no preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the Merger shall have been issued and remain in effect (each party agreeing to use its reasonable efforts to have any such injunction, such Incremental Term Loan Commitment order or decree lifted); (c) all waivers, consents, orders and approvals legally required for the consummation of the Merger and the transactions contemplated hereby, and all material consents from lenders and other parties required to consummate the Merger, shall become effectivehave been obtained and be in effect at the Effective Time; (d) the parties shall be reasonably satisfied that the issuance of the Parent Common Stock in connection with the Merger (i) will be exempt from registration under the Securities Act by reason of the registration exemption provided by Rule 506 of Regulation D promulgated under the Securities Act, unless the Fairness Ruling shall have been granted, and (ii) will be exempt from registration and qualification under any applicable state securities laws; (e) the shareholder approval contemplated by Section 7.4 shall have been obtained; and (f) the parties shall be reasonably satisfied that the Merger shall qualify as a tax-free reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder. Section 8.2 Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following additional conditions: (a) Parent and Merger Subsidiary shall have performed in all material respects their agreements contained in this Agreement required to be performed on or prior to the Closing Date and the representations and warranties of Parent and Merger Subsidiary contained in this Agreement shall be true and correct in all respects on and as of the date made and on and as of the Closing Date as if made at and as of such Term Loan Increase date (except for representations and warranties, if any, made as of a specified date, which need be true and correct as of such specified date only), and the Company shall have received a certificate of the President and Chief Executive Officer of Parent and of the President and Chief Executive Officer of Merger Subsidiary to that effect; (b) Parent and Merger Subsidiary each shall have delivered to the Board of Directors of the Company (a) copies of their respect Certificate of Incorporation and by-laws, certified by their respective Secretary, (b) resolutions of their respective Boards of Directors approving the execution and delivery of this Agreement and the performance by them of their obligations hereunder; and (c) a certificate of good standing of each of them issued by the appropriate governmental authority of their respective jurisdiction of incorporation showing that each is in good standing in such jurisdiction, dated within five (5) business days prior to the Closing Date; (c) the Company shall have received an opinion of legal counsel to ProCare in the form of Exhibit B hereto; (d) ▇▇▇▇ Capital Partners shall have rendered a written opinion to the Company to the effect that the terms of the Merger are fair from a financial point of view to the Company and its shareholders and shall not have withdrawn or materially modified such opinion; (e) Parent shall have timely filed with the SEC and mailed to its shareholders the documentation required by Rule 14f-1 under the Exchange Act by reason of the change in Parent's Board of Directors contemplated by Section 2.5; (f) Parent shall have prepared and timely filed with the SEC all reports and other filings required by the Exchange Act, including, without limitation, its Annual Report on Form 10-KSB for its most recently completed fiscal year; (g) the Board of Directors of Parent shall have taken such action as shall be necessary for the Board of Directors of Parent immediately after the Effective Date; provided that:Time to consist of persons designated by the Company; (h) the officers of Parent shall have resigned effective as of the Effective Time; (i) holders of no less than ninety-nine percent (99%) of the condition set forth in Section 6.2(c) outstanding shares of capital stock of the Company shall be satisfied (except as otherwise set forth in have approved the applicable Increase Term Joinder)Merger; (iij) Each holders of no less than ninety-nine percent (99%) of the outstanding shares of capital stock of the Company shall have agreed that any capital stock of Parent which they acquire in connection with the Merger or thereafter shall be subject to such lock-up restrictions as may be determined by the Company in its sole and absolute discretion; and (k) ▇▇▇▇▇▇ shall have entered into the Escrow Agreement. Section 8.3 Conditions to Obligations of Parent and Merger Subsidiary to Effect the Merger. Unless waived by Parent and Merger Subsidiary, the obligations of Parent and Merger Subsidiary to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of the additional following conditions: (a) the Company shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Closing Date and the representations and warranties made by any Loan Party of the Company contained in or pursuant to the Loan Documents this Agreement shall be true and correct in all material respects on and as of such the date made and on and as of the Closing Date as if made on at and as of such date (except to (A) the extent for representations and warranties, if any, made as of a specific specified date, in which case such representation and warranty shall need be true and correct in all material respects on and only as of such specific date the specified date), and Parent shall have received a Certificate of the President and Chief Executive Officer of the Company to that effect; (b) the Company shall have delivered to Parent (a) copies of the Company's Certificate of Incorporation and by-laws, certified by the Company's Secretary, (b) resolutions of the Company's Board of Directors approving the execution and delivery of this Agreement and the performance of the Company's obligations hereunder; and (Bc) representations and warranties qualified a certificate of good standing of the Company issued by materiality shall be true and correct the appropriate governmental authority of the Company's jurisdiction of incorporation showing that the Company is in all respects); provided thatgood standing in such jurisdiction, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited dated within five (5) business days prior to the Specified Representations Closing Date; (other than Section 5.19 with respect c) the Company shall have delivered to Parent the target in sum of $75,000 (it being agreed by ▇▇▇▇▇▇ and Parent that Parent shall use such Permitted Acquisition and its subsidiariesfunds to discharge all current liabilities of Parent); (iiid) the cumulative net capital paid to the Company since its inception shall be no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementless than $11,500,000; and (ive) Parent shall have received an opinion of legal counsel to the Borrower shall deliver or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by Company in the Administrative Agent in connection with any such transactionform of Exhibit C hereto.

Conditions. With respect No Incremental Facility shall become effective under this Section 2.01(c) unless, immediately after giving pro forma effect to any Incremental Term Loan Commitments, such Incremental Term Loan Commitment shall become effectiveFacility, as the Loans to be made thereunder (and assuming, in the case of an Incremental Revolving Credit Commitment, that the entire amount of such Term Loan Increase Effective Date; provided thatIncremental Revolving Credit Commitment is funded and that the cash proceeds of such Incremental Facility are not netted), and the application of the proceeds therefrom: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Term Joinder); (ii) 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 such date as if made on and as of such date (except to (A) the extent made as no Event of a specific dateDefault shall exist; provided, that in which case such representation and warranty shall be true and correct in all material respects on and as respect of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7Acquisition, with at the consent of only the Incremental Lenders providing such Incremental Term FacilityBorrower’s election, the foregoing shall condition may be limited satisfied to the Specified Representations extent that (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii1) no Default or Event of Default shall have occurred and be continuing or would result from as of the borrowings date that the definitive agreements for such Limited Condition Acquisition are entered into and (2) no Specified Event of Default shall have occurred and be continuing immediately prior and after giving effect to be made on such Limited Condition Acquisition, (B) [reserved], (C) the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided that, if the primary purpose proceeds of such Incremental Term Facility is to finance a Limited Condition Acquisitionshall be used for general corporate purposes, including, without limitation, for Investments permitted by this Agreement, general working capital, Consolidated Capital Expenditures, Permitted Acquisitions, IP Acquisitions and Restricted Payments permitted under Section 8.7this Agreement, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (ivD) the Borrower shall deliver or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower on or prior to the proposed date of such incurrence certifying as to the foregoing and attaching financial statements and reasonably detailed supporting calculations, in connection form reasonably satisfactory to the Administrative Agent, to evidence compliance with any such transactionthis Section 2.01(c).

Conditions. With respect to any Incremental Term Loan CommitmentsCommitments made after the Closing Date, such Incremental Term Loan Commitment shall become effective, as of such Term Loan Increase Effective Date; provided that: (i) each of the condition conditions set forth in Section 6.2(c) and 6.2(d) shall be satisfied (except as otherwise set forth in the applicable Increase Term Joinder); (ii) 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 such date as if made on and as of such date (except to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respectsdate); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Permitted Acquisition or an Investment permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, Permitted Acquisition or an Investment permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, then the foregoing shall at the Borrower’s election instead be tested at the time limited to no Specified Event of the execution of the relevant definitive acquisition agreement; andDefault; (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.

Conditions. With respect NovaCal shall, unless otherwise agreed by the Parties, only have the right to any Incremental Term Loan Commitments, grant such Incremental Term Loan Commitment shall become effective, as appointments pursuant to this Section 5.4.2 if all of such Term Loan Increase Effective Date; provided thatthe following conditions are satisfied: (i) the condition set forth in Section 6.2(c) Any such appointment of a Co-Marketing Partner shall be satisfied (except as otherwise set forth in pursuant to a written agreement that is consistent with the terms hereof, and NovaCal shall be responsible for the compliance of such Co-Marketing Partner with the applicable Increase Term Joinder)terms of such agreement and of this Agreement; (ii) Each of Co-Marketing Partner will have the representations right to Commercialize Licensed Products under its own and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true NovaCal’s trademarks and correct in all material respects on logos but not Alcon’s trademarks and as of such date as if made on and as of such date (except to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)logos; (iii) no Default or Event of Default Each such Co-Marketing Partner shall have occurred the right to (A) use or cross-reference Alcon’s Regulatory Filings for such Licensed Products in such territory and (B) launch such Licensed Products simultaneously with or after Alcon’s launch of such Licensed Products in such territory; (iv) Alcon shall supply such Co-Marketing Partners’ requirements of formulated and packaged (but not labeled) Licensed Product in accordance with Section 6.1.3; (v) Each such Co-Marketing Partner (or NovaCal on its behalf) shall reimburse Alcon for Alcon’s development expenses applicable to such Underserved Market and pay Alcon a royalty for so long as royalties are due to NovaCal for such Licensed Product under Section 8.4.5 and on terms and conditions substantially identical to those in Sections 8.4.6 – 8.10 (mutatis mutandis), and such royalty rate shall be continuing or would result from the borrowings [***]of such Co-Marketing Partners’ Net Sales of Licensed Product. (vi) NovaCal’s co-marketing agreement with such Co-Marketing Partner will (A) not allow such Co-Marketing Partner to be made on the Term Loan Increase Effective Date (perform Development with respect to any Licensed Product, except as otherwise set forth overseen by the Coordination Committee and approved by Alcon (which approval shall not be unreasonably withheld, conditioned or delayed); and (B) ensure consistency and coordination of its marketing efforts and messages with respect to Licensed Products with that of Alcon (or its allowed designee) in the applicable Increase Term Joinder); provided thatterritory; (vii) The Co-Promotion Partner shall be subject to approval by Alcon, with such approval not to be unreasonably conditioned or delayed and may only be withheld if the primary purpose Alcon reasonably believes that NovaCal’s appointment of such Incremental Term Facility Third Party is likely to finance put Alcon at a Limited Condition Acquisition, permitted under Section 8.7, material commercial disadvantage with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time respect to other potential Co-Promotion Partners and provides NovaCal with reasonable written explanation of the execution basis for such belief within thirty (30) days of the relevant definitive acquisition agreementNovaCal notifying Alcon that it is contemplating such Third Party as a Co-Promotion Partner under this Section 5.4.2; and (ivviii) the Borrower NovaCal shall deliver or cause notify Alcon in advance of NovaCal’s intent to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with appoint any such transactionCo-Marketing Partner and afford Alcon [***] to agree in writing to commit sufficient sales and marketing resources within the applicable territory so that it would no longer qualify as an Underserved Market.

Conditions. With respect 5.1 The obligations of each of the Constituent Funds to any Incremental Term Loan Commitmentsconsummate the Merger shall be subject to the following conditions: (a) The representations and warranties of the other Fund contained herein shall be true as of and at the Effective Date of the Merger and with the same effect as though made at such date and such other Constituent Fund shall have performed all obligations required by this Agreement to be performed by it prior to the Effective Date; (b) Such authority and orders from the Securities and Exchange Commission (the "Commission") and state securities commissions as may be necessary to permit the parties to carry out the transactions contemplated by this Agreement shall have been received; (c) A post-effective amendment to the Registration Statement of Third Avenue Maryland on Form N-1A under the Securities Act of 1933, relating to the shares of the Initial Series of Third Avenue Delaware issuable hereunder, shall have been filed by Third Avenue Delaware with the Commission and such Incremental Term Loan Commitment Registration Statement shall have become effective, and no stop-order suspending the effectiveness of the Registration Statement shall have been issued, and no proceeding for that purpose shall have been initiated or threatened by the Commission (other than any such stop-order, proceeding or threatened proceeding which shall have been withdrawn or terminated); (d) The Commission shall not have issued an unfavorable advisory report under Section 25(b) of the Investment Company Act of 1940 nor instituted any proceeding seeking to enjoin consummation of the reorganization under Section 25(c) of the Investment Company Act of 1940. (e) Third Avenue Maryland has mailed to each shareholder of record of Third Avenue Maryland entitled to vote at the meeting of shareholders at which action on this Agreement is to be considered, a Proxy Statement which complies in all material respects with the applicable provisions of the Federal securities laws and the rules and regulations thereunder. (f) Each party shall have received an opinion of Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇, New York, New York, to the effect that the Merger contemplated by this Agreement qualifies as a "reorganization" under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended, and as such: (1) no gain or loss will be recognized by either Constituent Fund or to the shareholders thereof; (2) the basis of the shares of beneficial interest of the Initial Series of Third Avenue Delaware received by Third Avenue Maryland shareholders will be the same as the basis of the shares of Third Avenue Maryland surrendered in exchange therefor; and (3) the holding period of the shares of beneficial interest of the Initial Series of Third Avenue Delaware received by Third Avenue Maryland shareholders will include the holding period of Third Avenue Maryland stock surrendered in exchange therefor, provided that Third Avenue Maryland stock was held as a capital asset on the date of the exchange. (g) Each party shall have received an opinion from Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ or Miles & Stockbridge in form and substance satisfactory to it, relating to its authority to engage in the transactions contemplated hereby and to the effect (i) that this Agreement and the merger contemplated thereby and the execution thereof have been duly authorized and approved by all requisite action of Third Avenue Maryland and Third Avenue Delaware, respectively, and this Agreement has been duly executed and delivered by Third Avenue Maryland and Third Avenue Delaware, respectively, and is a legal, valid and binding agreement of each such Term Loan Increase Effective Dateparty in accordance with its terms; (ii) the shares of beneficial interest of the Initial Series of Third Avenue Delaware to be issued pursuant to the terms of this Agreement, have been duly authorized and, when issued and delivered as provided that:in this Agreement, will have been validly issued and fully paid and will be nonassessable; (iii) Third Avenue Maryland is duly organized, validly existing and in good standing under the laws of the State of Maryland and Third Avenue Delaware is duly organized and validly existing under the laws of the State of Delaware. (h) The shares of beneficial interest of the Initial Shares of Third Avenue Delaware shall have been duly qualified for offering to the public in those states of the United States and jurisdictions in which they are presently qualified, so as to permit the transfers contemplated by this Agreement to be consummated. (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Term Joinder); (ii) Each The holders of at least a majority 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 outstanding shares of such date as if made on and as common stock of such date (except to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default Third Avenue Maryland shall have occurred and be continuing or would result from the borrowings to be made on the Term Loan Increase Effective Date (except as otherwise set forth voted in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time favor of the execution adoption of this Agreement and the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver Merger at an annual or cause to be delivered a duly executed Increase Term Joinder and special meeting or any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.adjournment thereof. ARTICLE VI -

Conditions. With respect to any Such Incremental Term Loan Commitments, such Incremental Term Loan Commitment Commitments shall become effective, as of such Term Loan Increase Effective Date; provided that: (i) each of the condition conditions set forth in Section 6.2(c) 4.03 shall be satisfied (except as otherwise set forth in the applicable Increase Term Joinder)satisfied; (ii) 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 such date as if made on and as of such date (except to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iii) the aggregate amount of all Incremental Term Loans permitted to be made pursuant to such Incremental Term Loan Commitments shall not exceed the sum of (A) $300,000,000 (or the Dollar Equivalent thereof in other Alternative Currencies) plus (B) an additional unlimited amount so long as, after giving effect to the borrowings to be made on the Increase Effective Date and to the consummation of any Permitted Acquisition or other Investment or application of funds made with the proceeds of such borrowings, on a Pro Forma Basis, the Senior Secured Net Leverage Ratio at such date is not greater than 3.00 to 1.0 (except as otherwise set forth provided that in calculating the Senior Secured Net Leverage Ratio, the proceeds of Incremental Term Loans shall be excluded from Unrestricted Cash) (it being understood that the Designated Company may elect to utilize amounts under either clause (A) or (B) (to the extent compliant therewith), and may use clause (B) (to the extent compliant therewith) prior to utilization of amounts under clause (A) in the applicable Increase Term Joindercase of a concurrent use); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and; (iv) the Borrower Loan Parties shall deliver or cause to be delivered a duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.; and (v) immediately after giving effect to all Incremental Term Loans permitted to be made pursuant to such Incremental Term Loan Commitments, the Designated Company shall be in compliance, on a Pro Forma Basis, with the Financial Performance Covenant (provided that in calculating the Senior Secured Net Leverage Ratio, the proceeds of Incremental Term Loans shall be excluded from Unrestricted Cash), and the Designated Company shall have delivered to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance;

Conditions. With respect The obligations of XS and Purchaser to any Incremental Term Loan Commitmentscomplete the Arrangement shall be subject to the satisfaction of the following mutual conditions prior to the Effective Time, such Incremental Term Loan Commitment shall become effective, as which may be waived only with the consent of such Term Loan Increase Effective Date; provided thateach of the Parties in their sole discretion: (ia) the condition Interim Order shall have been granted in form and substance satisfactory to Purchaser and XS, each acting reasonably, and shall not have been set forth aside or modified in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Term Joinder)a manner unacceptable to Purchaser or XS, each acting reasonably, on appeal or otherwise; (iib) Each the Arrangement Resolution shall have been passed by the XS Securityholders in accordance with the Interim Order and the applicable provisions of the representations BCBCA and warranties made MI 61-101; (c) the Final Order shall have been granted in form and substance satisfactory to Purchaser and XS, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Purchaser and XS, each acting reasonably, on appeal or otherwise; (d) there shall not be in force any Laws, ruling, order or decree, and there shall not have been any action taken under any Laws or by any Loan Party Governmental Entity or other regulatory authority, that makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the consummation of the Arrangement in accordance with the terms hereof or pursuant results or could reasonably be expected to result in a judgment, order, decree or assessment of damages, directly or indirectly, relating to the Loan Documents shall Arrangement that would, or would reasonably be true and correct in all material respects expected to, prevent the prompt completion of the Arrangement, or has, or could reasonably be expected to have, a Material Adverse Effect on and as of such date as if made on and as of such date XS; (except to e) (A) the extent made as of a specific dateall consents, waivers, permits, exemptions, orders and approvals of, and any registrations and filings with, any Governmental Entity, in connection with, or required to permit, the completion of the Arrangement including the Laws of any jurisdiction which case such representation Purchaser and warranty shall XS reasonably determine to be true and correct in all material respects on and as of such specific date applicable, and (B) representations all third Person and warranties qualified by materiality other consents, waivers, permits, exemptions, orders, approvals, agreements and amendments and modifications to agreements, indentures or arrangements, shall be true have been obtained or received on terms that are reasonably satisfactory to Purchaser and correct in all respects); provided thatXS, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)each acting reasonably; (iiif) no Default there shall not have been any Legal Action commenced by any Person (including any Governmental Entity) in any jurisdiction seeking to prohibit or Event of Default shall have occurred and be continuing or would result from restrict the borrowings to be made on the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementArrangement; and (ivg) the Borrower Employment Agreements shall deliver be executed and not amended, revoked or cause to be delivered a duly executed Increase Term Joinder terminated without the prior written consent of Purchaser and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionXS.