Subject to [Section 1.02(a)] hereof, the Company’s reimbursement obligations hereunder shall be due and payable within fifteen (15) days after the occurrence of a Reimbursement Event; provided, however, the Sponsor may, in its sole discretion, waive or defer all or any portion of the Sponsor Expenses.

Amendment to [Section 1.6] of Agreement. [Section 1.6] of the Agreement shall be amended and restated in its entirety to read as follows:

Amendments to [Section 1.1]. [Section 1.1] is hereby amended by:

Subject to [Section 1.6(h)], ​ shall purchase from Corp Group Parent all of the outstanding shares of ​ Colombia owned by Corp Group Parent as of the date of the Amendment, at a price equal to U.S.$3.5367 per share (which is U.S.$330,000,000), adjusted according to the mechanics described in [Schedule 1.2(f)].

-1. No Employee shall participate in the Plan while his or her Service is covered by a collective bargaining agreement between an Employer and the Employee’s collective bargaining representative if # retirement benefits have been the subject of good faith bargaining between the Employer and the representative and # the collective bargaining agreement does not provide for the Employee’s participation in the Plan.

-1. The Employer shall from time to time contribute, with respect to a Plan Year, such amounts as it may determine from time to time. The Employer shall have no obligation to contribute any amount under this Plan except as so determined in its sole discretion. The Employer’s contributions and available forfeitures for a Plan Year shall be credited as of the last day of the year to the Accounts of the Active Participants in the manner set forth in Section 8.1-2.

:1.00, and # after such designation, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary or hold any Indebtedness of or any Lien on any property of the Borrower or the Restricted Subsidiaries that would not then be permitted to be incurred by the Borrower or the Restricted Subsidiaries, as applicable (it being expressly understood and agreed that any such Indebtedness or Lien shall be deemed to have been incurred or granted by the Borrower or the Restricted Subsidiaries, as applicable, on the date of such designation). The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such Investment is a Permitted Investment or is then permitted under [Section 6.04(a)]). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Restricted Subsidiary, as applicable; provided that upon any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to # the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, minus # the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designation. As of the Closing Date, the Subsidiaries listed on [Schedule 5.09] have been designated as Unrestricted Subsidiaries.

Effective as of July 1, 2021, [Section 1.1(e)] of the 2005 Excess Defined Benefit Pension Plan is amended by the addition of a new sentence at the end thereof to provide as follows:

#Section 1 of the Security Agreement (Definitions) is hereby amended by deleting [clauses (o) and (s)])] thereof in their entirety and substituting the following therefor:

[Sections 1.12(b) and (c)])] of the Business Financing Agreement are hereby amended in their entirety as follows: