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

Conditions Precedent to Effectiveness of Amendment. This Amendment shall not become effective and the First Amendment Effective Date shall not occur unless and until each of the following conditions precedent have been satisfied: (a) the Administrative Agent shall have received counterparts of this Amendment executed by the Borrowers, the Consenting Lenders, the Extending Lenders and the Administrative Agent; (b) the Administrative Agent shall have received a favorable written opinion of (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq., in-house counsel to the Borrowers and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrowers, dated the First Amendment Effective Date and addressed to the Administrative Agent and the Lenders, covering such matters relating to the Borrowers, this Amendment, the Amended and Restated Credit Agreement and the transactions contemplated thereby as the Administrative Agent shall reasonably request; (c) the Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Borrower, the authorization of this Amendment, the Amended and Restated Credit Agreement and the transactions contemplated hereby and thereby and any other legal matters relating to the Borrowers, the Loan Documents, this Amendment the Amended and Restated Credit Agreement or the transactions contemplated hereby or thereby, all in form and substance reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received all fees due and payable on or prior to the First Amendment Effective Date required to be paid by the Borrowers in connection with this Amendment and under any commitment letter or fee letter entered into in connection therewith (including, but not limited to, (i) any and all fees due and payable to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., U.S. Bank National Association and ▇▇▇▇▇ Fargo Securities LLC and (ii) fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Administrative Agent); (e) the Administrative Agent and the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, as may be reasonably requested in writing at least seven (7) Business Days prior to the First Amendment Effective Date; (f) on and as of the First Amendment Effective Date, no Default or Event of Default has occurred and is continuing; (g) the representations and warranties of each Borrower set forth in the Credit Agreement are true and correct in all material respects as of the First Amendment Effective Date; and (h) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Company, certifying that the representations and warranties set forth in Section 2 of this Amendment shall be true and correct as of the First Amendment Effective Date.

Conditions Precedent to Effectiveness of Amendment. This Amendment shall not become effective and upon the First Amendment Effective Date shall not occur unless and until date (the "EFFECTIVE DATE") when each of the following conditions precedent have been are satisfied: (a) each of the Administrative Borrower, the Agent and the Required Lenders shall have received counterparts of executed and delivered this Amendment executed by the Borrowers, the Consenting Lenders, the Extending Lenders and the Administrative AgentAmendment; (b) the Administrative Agent Borrower shall have received a favorable written opinion of (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq., in-house counsel paid in full to the Borrowers Agent on or before March 27, 1998 (the "FEE PAYMENT DATE"), for ratable distribution to those Lenders that have executed and delivered this Amendment at or before 5:00 p.m. (iiChicago time) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPon March 26, counsel 1998, an amount equal to .125% of the Borrowersaggregate outstanding Loans (in the case of Term Loans, dated Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans) and Commitments (in the First case of Revolving Loan Commitments and Supplemental Revolving Loan Commitments) of such Lenders as of the Fee Payment Date; PROVIDED, HOWEVER, that no such fee shall be payable pursuant to this clause (b) in the event that this Amendment Effective Date and addressed to is not executed by the Administrative Agent and the Required Lenders, covering such matters relating to the Borrowers, this Amendment, the Amended and Restated Credit Agreement and the transactions contemplated thereby as the Administrative Agent shall reasonably request;; and (c) the Administrative Agent shall have received such documents and certificates as from the Administrative Agent may reasonably request relating Borrower an opinion of Sidley & Austin, counsel to the organization, existence and good standing of each Borrower, the authorization of this Amendment, the Amended and Restated Credit Agreement and the transactions contemplated hereby and thereby and any other legal matters relating to the Borrowers, the Loan Documents, this Amendment the Amended and Restated Credit Agreement or the transactions contemplated hereby or thereby, all in form and substance reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received all fees due and payable on or prior to the First Amendment Effective Date required to be paid by the Borrowers in connection with this Amendment and under any commitment letter or fee letter entered into in connection therewith (including, but not limited to, stating that (i) any the Credit Agreement, as amended by this Amendment, constitutes the legal, valid and all fees due and payable to ▇▇▇▇▇▇▇ Lynchbinding obligation of the Borrower, Pierceenforceable in accordance with its terms, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., U.S. Bank National Association and ▇▇▇▇▇ Fargo Securities LLC and (ii) feesthe execution, charges delivery and disbursements performance of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPthe Credit Agreement, as amended by this Amendment, does not conflict with or result in a breach of, or constitute a default under, any indenture, loan or credit agreement or other agreement or instrument known to such counsel to which the Administrative Agent); (e) the Administrative Agent Borrower or any of its Subsidiaries is a party or by which any of their respective properties are bound, and the Lenders shall have received all documentation such certificates and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including opinions with respect hereto as the USA Patriot Act, as Agent may be reasonably requested in writing at least seven (7) Business Days prior to the First Amendment Effective Date; (f) on and as of the First Amendment Effective Date, no Default or Event of Default has occurred and is continuing; (g) the representations and warranties of each Borrower set forth in the Credit Agreement are true and correct in all material respects as of the First Amendment Effective Date; and (h) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Company, certifying that the representations and warranties set forth in Section 2 of this Amendment shall be true and correct as of the First Amendment Effective Daterequire.

Conditions Precedent to Effectiveness of Amendment. This Amendment shall not become effective as of the date of the consummation of the Merger (the "Effective Date") upon the satisfaction of each condition set forth in this Section 4 and the First Amendment Effective Date shall not occur unless and until each delivery of the following conditions precedent have been satisfieddocuments to Lender on or prior to the date hereof (unless another date shall be specified) and consummation of all of the transactions contemplated by each such document, all in form and substance acceptable to Lender in its sole and absolute discretion: (a) the Administrative Agent Lender shall have received counterparts a duly executed counterpart of this Amendment executed signed by each of the Borrowers, the Consenting Lenders, the Extending Lenders and the Administrative AgentLoan Parties; (b) to the Administrative Agent extent necessary to reflect the Merger, the Lender shall have received a favorable written opinion of (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq., in-house counsel revised Schedules to the Borrowers and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrowers, dated the First Amendment Effective Date and addressed to the Administrative Agent and the Lenders, covering such matters relating to the Borrowers, this Amendment, the Amended and Restated Credit Agreement and the transactions contemplated thereby as the Administrative Agent shall reasonably requestLoan Agreement; (c) the Administrative Agent Lender shall have received such documents and certificates duly executed UCC-1s by Holdings for filing in the appropriate jurisdictions as deemed necessary by the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Borrower, the authorization of this Amendment, the Amended and Restated Credit Agreement and the transactions contemplated hereby and thereby and any other legal matters relating to the Borrowers, the Loan Documents, this Amendment the Amended and Restated Credit Agreement or the transactions contemplated hereby or thereby, all in form and substance reasonably satisfactory to the Administrative AgentLender; (d) the Administrative Agent Lender shall have received all fees due and payable on or prior a certificate of the President of Holdings certifying to the First Amendment Effective Date required fulfillment of all conditions precedent to be paid closing contemplated by the Borrowers in connection with this Amendment and under any commitment letter or fee letter entered into in connection therewith (including, but not limited to, (i) any and all fees due and payable to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., U.S. Bank National Association and ▇▇▇▇▇ Fargo Securities LLC and (ii) fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Administrative Agent)truth and accuracy, in all material respects, as of such date, of the representations and warranties of the Loan Parties contained in the Loan Agreement and each other Related Agreement or Supplemental Documentation to which any Loan Party is a party or by which it is bound; (e) the Administrative Agent and the Lenders Lender shall have received a copy, duly certified by the secretary or an assistant secretary of Holdings of (1) resolutions of the Board of Directors of Holdings authorizing the execution, delivery and performance by Holdings of this Amendment, (2) all documentation documents evidencing any other necessary corporate action with respect to this Amendment, and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations(3) all approvals or consents, including the USA Patriot Actif any, as may be reasonably requested in writing at least seven (7) Business Days prior with respect to the First Amendment Effective Datethis Amendment; (f) on and as of the First Amendment Effective Date, no Default or Event of Default has occurred and is continuing; (g) the representations and warranties of each Borrower set forth in the Credit Agreement are true and correct in all material respects as of the First Amendment Effective Date; and (h) the Administrative Agent Lender shall have received a certificate signed by a Responsible Officer of the Company, secretary of Holdings certifying that the representations and warranties set forth in Section 2 of this Amendment shall be true and correct as names of the First Amendment Effective Date.officers of Holdings authorized to sign this Amendment, and all other documents and certificates to be delivered by Holdings hereunder, together with the true signatures of such officers;

Conditions Precedent to Effectiveness of Amendment. This Amendment shall not become effective and upon the First Amendment Effective Date shall not occur unless and until satisfaction of each of the following conditions (the date on which all such conditions precedent have been satisfied: (a) the satisfied or waived in writing by Administrative Agent shall have received counterparts of this Amendment executed by the Borrowers, the Consenting Lenders, the Extending Lenders and the Administrative Agent;Lenders is called the “Amendment Effective Date”): (b) the 4.1 Administrative Agent shall have received a favorable written opinion copy of (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇this Amendment signed by the Loan Parties, Esq., in-house counsel to the Borrowers and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrowers, dated the First Amendment Effective Date and addressed to the Administrative Agent and the Lenders, covering such matters relating to the Borrowers, this Amendment, the ; 4.2 Administrative Agent has received a fully executed copy of First Amended and Restated Credit Agreement Agreement, dated as of the date of this Amendment, amending and restating in its entirety the transactions contemplated thereby as the Second Lien Loan Agreement; 4.3 Administrative Agent shall reasonably request; has received a copy of (ci) the ratification, acknowledgment and agreeing agreement (Convenio de Ratificación, Reconocimiento y Consentimiento) to the Mexican Security Trust and (ii) the ratification, acknowledgment and agreeing agreement (Convenio de Ratificación, Reconocimiento y Consentimiento) to the Mexican Administration Trust. 4.4 for Ultimate Holdings, Administrative Agent shall have received such documents the following, each in form and certificates as the substance satisfactory to Administrative Agent may reasonably request relating to in its reasonable discretion (a) that Person’s charter (or similar formation document), certified by the organizationappropriate Governmental Authority, existence and (b) good standing certificates in that Person’s state of each Borrowerincorporation (or formation), (c) that Person’s bylaws (or similar governing document), (d) resolutions of its board of directors (or similar governing body) approving and authorizing that Person’s execution, delivery, and performance of the authorization of this Amendment, the Amended and Restated Credit Agreement Loan Documents to which it is party and the transactions contemplated hereby thereby, and thereby (e) signature and incumbency certificates of that Person’s officers and/or managers executing any other legal matters relating to the Borrowers, of the Loan Documents, this Amendment the Amended Documents (which certificates Administrative Agent and Restated Credit Agreement or the transactions contemplated hereby or therebyeach Lender may conclusively rely on until formally advised by a like certificate of any changes in any such certificate), all certified by its secretary or an assistant secretary (or similar officer) as being in form full force and substance reasonably satisfactory to the Administrative Agenteffect without modification; (d) the 4.5 Administrative Agent shall have received all fees due and payable on or prior certified copies of Uniform Commercial Code search reports dated a date reasonably near to the First Amendment Effective Date required to be paid Date, listing all effective financing statements which name Ultimate Holdings under its present name and any previous names as a debtor, together with copies of such financing statements; 4.6 Administrative Agent shall have received evidence of payment by the Borrowers in connection with this Amendment of all accrued and under any commitment letter or fee letter entered into in connection therewith (including, but not limited to, (i) any and all fees due and payable to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., U.S. Bank National Association and ▇▇▇▇▇ Fargo Securities LLC and (ii) unpaid fees, charges costs and disbursements expenses incurred prior to or on the Amendment Effective Date, including all Attorney Costs of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Administrative Agent); (e) the Administrative Agent and the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, as may be reasonably requested in writing at least seven (7) Business Days incurred prior to or on the First Amendment Effective Date; (f) on and as of the First Amendment Effective Date, no Default or Event of Default has occurred and is continuing; (g) the representations and warranties of each Borrower set forth in the Credit Agreement are true and correct in 4.7 all material respects as of the First Amendment Effective Date; and (h) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Company, certifying that the representations and warranties set forth in Section 2 of this Amendment shall be 5 hereof are true and correct correct; 4.8 Administrative Agent has received evidence reasonably satisfactory to it that the Permitted Earn-out Obligations listed on Schedule 11.1(e) to the Credit Agreement in respect of Extend and Entrepids shall have been paid in full with proceeds of the Second Lien Debt on or prior to the Amendment Effective Date; and 4.9 Administrative Agent has received a fully executed copy of Consent to Intercreditor and Subordination Agreement, dated as of the First Amendment Effective Datedate of this Amendment, providing for the Administrative Agent’s consent and acknowledgment with respect to certain provisions in the Second Lien Intercreditor Agreement.

Conditions Precedent to Effectiveness of Amendment. This Amendment The effectiveness of this Amended Agreement is subject to the condition precedent that the Agent shall not become effective and have received on or before the First Amendment Effective Date shall not occur unless the following, in form and until substance satisfactory to the Agent: (a) An executed copy of each of the following documents, each in a form approved by the Agent, and evidence to the effect that all conditions precedent to the effectiveness thereof shall have been satisfied: (ai) this Amended Agreement; (ii) the Administrative Agent shall have received counterparts of this Amendment executed by UK PSA; (iii) the Borrowers, Amended US PSA; (iv) the Consenting Lenders, UK Charge; (v) the Extending Lenders and UK Lockbox Novation Agreement; (vi) the Administrative AgentUK Lockbox Transfer Agreement; (vii) the UK Lockbox Account Agreement; and (viii) the UK Collection Account Agreement. (b) With respect to the Administrative Agent shall have received a favorable written opinion of Borrower: (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇the certificate of formation of the Borrower certified, Esq.as of a recent date, in-house counsel to by the Borrowers and Secretary of State of its state of formation; (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPa good standing certificate, counsel dated no more than twenty (20) days prior to the Borrowers, dated the First Amendment Effective Date Date, from the respective Secretary of State of its state of formation and addressed each state in which the Borrower is required to qualify or represents that it is qualified to do business; (iii) a certificate of the Administrative Agent Secretary or Assistant Secretary of the Borrower certifying as of the Amendment Effective Date: (A) the names and true signatures of the Lendersofficers of the Borrower authorized to sign each Basic Document to which the Borrower is a party, covering such matters relating to (B) a copy of the Borrowers, this Amendment, the Amended Borrower’s Certificate of Formation and Restated Credit Operating Agreement and all amendments thereto (unless unamended since the Original Closing Date and, in the case of the Certificate of Formation, evidence thereof is contained in the good standing certificate referenced in clause (ii) above), and (C) a copy of the resolutions of the board of managers of the Borrower approving the execution, delivery and performance by the Borrower of each Basic Document to which it is a party and of the transactions contemplated thereby as thereby; (iv) an Officer’s Certificate in the Administrative Agent shall reasonably requestform of Exhibit B hereto; and (v) an Officer’s Certificate in the form of Exhibit C hereto; (c) the Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating With respect to the Servicer: (i) the certificate of incorporation of the Servicer certified, as of a recent date, by the Secretary of State of its state of organization, existence and ; (ii) a good standing certificate, dated no more than twenty (20) days prior to the Amendment Effective Date, from the Secretary of State of its state of formation; (iii) a certificate of the Secretary or Assistant Secretary of the Parent certifying as of the Amendment Effective Date: (A) the names and true signatures of the officers authorized on its behalf to sign each BorrowerBasic Document to which it is a party, (B) a copy of the authorization Servicer’s certificate of this Amendmentincorporation and by-laws and all amendments thereto (unless unamended since the Original Closing Date and, in the Amended case of the certificate of incorporation, evidence thereof is contained in the good standing certificate referenced in clause (ii) above) and Restated Credit Agreement (C) a copy of the resolutions of the board of directors of the Servicer approving the execution, delivery and performance by it of the Basic Documents to which it is a party in any capacity hereunder and the transactions contemplated hereby and thereby and any other legal matters relating to thereby; and (iv) an Officer’s Certificate in the Borrowers, the Loan Documents, this Amendment the Amended and Restated Credit Agreement or the transactions contemplated hereby or thereby, all in form and substance reasonably satisfactory to the Administrative Agentof Exhibit D hereto; (d) Certified copies of a search report certified by a party acceptable to the Administrative Agent, dated as of a recent date acceptable to the Agent shall have received and listing all fees effective financing statements and other similar instruments and documents which name the Borrower or either UK Originator as debtor (in each case under its present name and any previous name) together with copies of such financing statements and any copies of search reports required by the terms of the PSAs; (e) Any executed financing statements (form UCC-3) necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower and, in accordance with the terms of the PSAs, any executed financing statements (form UCC-3) necessary to release all security interests and other rights of any Person in the Collateral previously granted by any UK Originator, the Parent or any of their Affiliates, in each case except for any pre-existing security interests granted under this Agreement and the other Basic Documents; (f) Any necessary third party (including any Governmental Authority) consents to the closing of the transactions contemplated by this Agreement and the other Basic Documents on behalf of the Borrower, the Parent and the Originators; (g) Financing statements (form UCC-1), in respect of the UK Receivables and related Collateral in respect of each UK Originator, naming such UK Originator as seller, and the Borrower, as buyer, or other, similar instruments or documents, as may be necessary or, in the opinion of the Agent, desirable, under the UCC of any appropriate jurisdiction or any other applicable law to Perfect the Borrower’s security interest in all the Collateral, as required pursuant to the terms of the PSAs; (h) The favorable opinion of counsel to the Borrower, and the Parent as to such UCC, true sale, non-consolidation, enforceability, corporate and other matters as the Agent may request; (i) The favorable opinion of English counsel to the Borrower, the Parent and the UK Originators as to such true sale, non-consolidation, enforceability, corporate and other matters as the Agent may request; (j) Audited consolidated statements of income and cash flows and consolidated balance sheet of the Parent and its Subsidiaries for the one year period ended on or about October 31, 2018, audited by a nationally recognized accounting firm, setting forth in each case figures for the corresponding period in the preceding fiscal year (if any), to the extent not previously delivered; (k) Evidence, satisfactory to the Agent, that each of the UK Lockbox Accounts has been validly established and transferred to the Borrower; and (l) All fees, costs and expenses due and payable on or prior to before the First Amendment Effective Date required to be paid by the Borrowers in connection with this Amendment and under any commitment letter or fee letter entered into in connection therewith (including, but not limited to, (i) any and all fees due and payable to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., U.S. Bank National Association and ▇▇▇▇▇ Fargo Securities LLC and (ii) fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Administrative Agent); (e) Agent for its own account, or for the Administrative Agent and account of the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot ActLenders, as the case may be reasonably requested be, have been paid in writing at least seven (7) Business Days prior to the First Amendment Effective Date; (f) on and as of the First Amendment Effective Date, no Default or Event of Default has occurred and is continuing; (g) the representations and warranties of each Borrower set forth in the Credit Agreement are true and correct in all material respects as of the First Amendment Effective Date; and (h) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Company, certifying that the representations and warranties set forth in Section 2 of this Amendment shall be true and correct as of the First Amendment Effective Datefull.

Conditions Precedent to Effectiveness of Amendment. This The effectiveness of this Amendment shall not become effective and is subject to the First Amendment Effective Date shall not occur unless and until each satisfaction of all of the following conditions precedent have been satisfiedprecedent: (ai) the Administrative Agent shall have received counterparts of this Amendment executed by the BorrowersThe Agent, the Consenting Lenders, the Extending Lenders and the Administrative Agent; (b) the Administrative Agent shall have received a favorable written opinion of (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq., in-house counsel to the Borrowers and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrowers, dated the First Amendment Effective Date and addressed to the Administrative Agent and the Lenders, covering such matters relating to the Borrowers, this Amendment, the Amended and Restated Credit Agreement and the transactions contemplated thereby as the Administrative Agent shall reasonably request; (c) the Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Borrower, the authorization of this AmendmentManager, the Amended and Restated Credit Agreement and the transactions contemplated hereby and thereby and any other legal matters relating to the BorrowersServicer, the Loan DocumentsSeller, this Amendment the Amended and Restated Credit Agreement or Pledgor, the transactions contemplated hereby or therebyTransition Manager, all in form and substance reasonably satisfactory to the Administrative Paying Agent; (d) , the Administrative Agent shall have received all fees due and payable on or prior to the First Amendment Effective Date required to be paid by the Borrowers in connection with this Amendment and under any commitment letter or fee letter entered into in connection therewith (including, but not limited to, (i) any and all fees due and payable to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., U.S. Bank National Association and ▇▇▇▇▇ Fargo Securities LLC and (ii) fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Administrative Agent); (e) the Administrative Agent Back-Up Servicer and the Lenders shall have received all documentation executed and other information required by bank regulatory authorities under applicable “know your customer” delivered this Amendment, (ii) SMBC, SMBC Funding Agent, MAFC, the Agent, the Borrower and anti-money laundering rules the Servicer shall have executed and regulationsdelivered the SMBC Lender Fee Letter and such SMBC Lender Fee Letter shall have become effective, including the USA Patriot Act, as may be reasonably requested in writing at least seven (7) Business Days prior to the First Amendment Effective Date; (f) on and as of the First Amendment Effective Date, no Default or Event of Default has occurred and is continuing; (giii) the representations Agent, the Atlas Funding Agent, the Borrower and warranties of each Borrower set forth in the Credit Agreement are true Servicer shall have executed and correct in all material respects as of delivered the First Amendment Effective DateAtlas Lender Fee Letter and such Atlas Lender Fee Letter shall have become effective, and (iv) the Parent shall have executed and delivered a reaffirmation and acknowledgment regarding the Parent Guaranty; and (hb) the Administrative (i) The Agent and each Lender party hereto shall have received a certificate signed by a Responsible Officer updated Secretary’s Certificates from each of the CompanyParent, certifying the Borrower, the Manager, the Servicer, the Seller, and the Pledgor that includes (x) authorizing resolutions, (y) updated incumbency certificates and (z) any updated organizational documents for each, and (ii) the representations Agent and warranties set forth in Section 2 each Lender party hereto shall have received (x) a customary legal opinion from counsel to the Borrower and the Servicer addressing authorization and enforceability of this Amendment shall be true Amendment, and correct as the amendments hereby and thereby to the Credit Agreement, and (y) one or more reliance letters for the benefit of SMBC, MAFC and the First Amendment Effective DateSMBC Funding Agent regarding certain prior corporate, bankruptcy and security interest opinion matters.

Conditions Precedent to Effectiveness of Amendment. This The effectiveness of this Amendment shall not become effective and is subject to the First Amendment Effective Date shall not occur unless and until prior fulfillment of each of the following conditions precedent have been satisfiedconditions: (ai) the Administrative Agent shall have received counterparts received, on behalf of the Lenders consenting to the terms and provisions of this Amendment executed Amendment, an amendment fee equal to [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of such Lenders' Revolving A Commitment and outstanding Revolving B Loans and Term Loans, after giving effect to the reduction of the Revolving A Commitment contemplated by the Borrowers, the Consenting Lenders, the Extending Lenders Section 15 hereof and the Administrative Agentprepayments contemplated by Section 17 hereof (such amount to be allocated according to their respective commitment ratios), payable to such Lenders which have executed this Amendment on or before July 9, 2003; (bii) the Administrative Agent shall have received a favorable written opinion received, on behalf of (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq., in-house counsel the Lenders consenting to the Borrowers terms and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrowers, dated the First Amendment Effective Date and addressed to the Administrative Agent and the Lenders, covering such matters relating to the Borrowers, this Amendment, the Amended and Restated Credit Agreement and the transactions contemplated thereby as the Administrative Agent shall reasonably request; (c) the Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Borrower, the authorization provisions of this Amendment, an amendment fee equal to [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of such Lenders' Revolving A Commitment and outstanding Revolving B Loans and Term Loans, after giving effect to the Amended and Restated Credit Agreement reduction of the Revolving A Commitment contemplated by Section 15 hereof and the transactions prepayments contemplated hereby and thereby and any other legal matters relating by Section 17 hereof (such amount to the Borrowersbe allocated according to their respective commitment ratios), the Loan Documents, payable to such Lenders which have executed this Amendment the Amended and Restated Credit Agreement after July 9, 2003 but on or the transactions contemplated hereby or therebybefore July 15, all in form and substance reasonably satisfactory to the Administrative Agent2003; (diii) the Administrative Agent Term Loans and the Revolving B Loan shall have received all fees due and payable on or prior been prepaid in the amount of $400,000,000, such amount to be applied to the First Amendment Effective Date required to be paid by the Borrowers in connection with this Amendment Term A Loans, Term B Loans and under any commitment letter or fee letter entered into in connection therewith (including, but not limited to, (i) any and all fees due and payable to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., U.S. Bank National Association and ▇▇▇▇▇ Fargo Securities LLC and (ii) fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Administrative Agent); (e) the Administrative Agent and the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, as may be reasonably requested in writing at least seven (7) Business Days prior to the First Amendment Effective Date; (f) on and as of the First Amendment Effective Date, no Default or Event of Default has occurred and is continuing; (g) the representations and warranties of each Borrower set forth Revolving B Loans in the Credit Agreement are true and correct in all material respects order of maturity (i.e., to earliest maturities first) as of the First Amendment Effective Datefollows: Term A Loans $150 million Term B Loans $100 million Revolving B Loans $150 million; and (hiv) the Administrative Agent Majority Lenders shall have received a certificate signed by a Responsible Officer of the Company, certifying that the representations executed and warranties set forth in Section 2 of delivered this Amendment shall be true and correct as of the First Amendment Effective DateAmendment.

Conditions Precedent to Effectiveness of Amendment. This Amendment shall not become effective The effectiveness of this Amendment, the obligation of each Term Loan Lender with a Term Loan Commitment with respect to the Supplemental Term Loan (each, a “Supplemental Term Loan Lender”), and the First Amendment Effective Date shall not occur unless obligation of each Revolving Lender (each, a “Supplemental Revolving Lender”, and until together with each Supplemental Term Loan Lender, the “Supplemental Lenders”) with an increase in its existing Revolving Loan Commitment (such increased amount, the “Supplemental Revolving Loan Commitment”) are subject to the satisfaction of the following conditions precedent have been satisfiedprior to or concurrently with the effectiveness of the Amendment: (a) the Administrative Agent shall have received counterparts execution and delivery of this Amendment executed by the Borrowerseach Credit Party, the Consenting Lenders, the Extending Lenders Agent and the Administrative AgentRequired Lenders; (b) the Administrative Agent each representation and warranty contained herein shall have received a favorable written opinion of (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq., in-house counsel to the Borrowers be true and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrowers, dated the First Amendment Effective Date and addressed to the Administrative Agent and the Lenders, covering such matters relating to the Borrowers, this Amendment, the Amended and Restated Credit Agreement and the transactions contemplated thereby as the Administrative Agent shall reasonably requestcorrect in all material respects; (c) the Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing a Secretary’s Certificate of each Borrower, Credit Party certifying the authorization passage and continued effectiveness of resolutions from such Credit Party approving the transactions contemplated by this Amendment, the Amended and Restated Credit Agreement and the transactions contemplated hereby and thereby and any other legal matters relating to incumbency of the Borrowers, the Loan Documents, officers executing this Amendment and the Amended and Restated Credit Agreement or the transactions contemplated hereby or therebydocuments delivered in connection therewith, all in each case in form and substance reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received and be reasonably satisfied with the audited financial statements of Educationcity Ltd. for the fiscal year ending December 31, 2009; (e) the Agent shall have received, for the ratable benefit of the Consenting Lenders, an amendment fee equal to one-quarter of one percent (0.25%) of the sum of the Revolving Loan Commitments (other than Supplemental Revolving Loan Commitments) of such Consenting Lenders and the aggregate principal amount of outstanding Term Loans (other than the Supplemental Term Loans) of such Consenting Lenders; (f) the Borrower shall have paid all other fees and other amounts due and payable on by it under the Credit Agreement, including without limitation reimbursement or prior other payment of reasonable fees, costs and expenses owing to the First Amendment Effective Date required to be paid by the Borrowers in connection with this Amendment and under any commitment letter or fee letter entered into in connection therewith (including, but not limited to, (i) any and all fees due and payable to L▇▇▇▇▇ & W▇▇▇▇▇▇ LynchLLP and all other amounts required to be reimbursed or paid by the Borrower hereunder, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., U.S. Bank National Association under any other Loan Document and ▇▇▇▇▇ Fargo Securities LLC and (ii) fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to as separately agreed between the Administrative Agent); (e) the Administrative Agent and the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, as may be reasonably requested in writing at least seven (7) Business Days prior to the First Amendment Effective Date; (f) on and as of the First Amendment Effective Date, no Default or Event of Default has occurred and is continuingBorrower; (g) the representations and warranties of each Borrower set forth in the Credit Agreement are true and correct in all material respects as consummation of the First Amendment Effective DateEducation City Acquisition; (h) receipt by Agent of the required Notice of Borrowing; and (hi) contemporaneously with the consummation of the Education City Acquisition, (i) the Administrative Agent shall have received execution and delivery by the Borrower of a certificate signed securities pledge amendment with respect to the Equity Interests of Archipelago International Holdings, Inc. (“Archipelago Int’l Holdings”) in the form of Exhibit 1 to the Guaranty and Security Agreement, (ii) the execution and delivery by EducationCity Inc. of a Responsible Officer joinder agreement in the form of Exhibit 2 to the CompanyGuaranty and Security Agreement, certifying that and (iii) the representations execution and warranties set forth delivery by Archipelago Int’l Holdings of a joinder agreement in Section the form of Exhibit 2 of this Amendment shall be true to the Guaranty and correct as of the First Amendment Effective DateSecurity Agreement.

Conditions Precedent to Effectiveness of Amendment. This Amendment shall not become effective and upon the First Amendment Effective Date shall not occur unless and until satisfaction of each of the following conditions (the date on which all such conditions precedent have been satisfied:, the "Amendment No. 3 Effective Date"): (a) the Administrative Agent shall have received counterparts of this Amendment executed by the Borrowers, the Consenting Lenders, the Extending Lenders and the Administrative Agent; (b) the Administrative Agent shall have received a favorable written opinion of (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq., in-house counsel to the Borrowers and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrowers, dated the First Amendment Effective Date and addressed to the Administrative Agent and the Lenders, covering such matters relating to the Borrowers, this Amendment, the Amended and Restated Credit Agreement and the transactions contemplated thereby as the Administrative Agent shall reasonably request; (c) the Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Borrower, the authorization of this Amendment, the Amended and Restated Credit Agreement and the transactions contemplated hereby and thereby and any other legal matters relating to the Borrowers, the Loan Documents, this Amendment the Amended and Restated Credit Agreement or the transactions contemplated hereby or thereby, all in form and substance reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received all fees due and payable on or prior to the First Amendment Effective Date required to be paid by the Borrowers in connection with this Amendment and under any commitment letter or fee letter entered into in connection therewith (including, but not limited to, (i) any and all fees due and payable to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., U.S. Bank National Association and ▇▇▇▇▇ Fargo Securities LLC and (ii) fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Administrative Agent); (e) the The Administrative Agent and the Lenders shall have received a copy of this Amendment signed by the Loan Parties, the Administrative Agent, the Collateral Agent and the Lenders; (b) The Administrative Agent and the Lenders shall have received a fully executed copy of an amendment and restatement of the Guaranty and Collateral Agreement in form and substance satisfactory to the Agents and the Lenders (the "Amended and Restated Guaranty and Collateral Agreement"); (c) The outstanding principal amount of, and interest on, all documentation loans under the Amended and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsRestated Credit Agreement, including the USA Patriot Actdated as of July 18, 2019 among IT Global Holding LLC, 4th Source LLC, Agilethought, LLC, AN Extend, S.A. de C.V., AN Evolutions S. de ▇.▇. de C.V., as may be reasonably requested borrowers, the holding companies party thereto, the guarantors party thereto, the lenders party thereto and Monroe Capital Management Advisors, LLC, as administrative agent, shall have been paid in writing at least seven full with proceeds of the New First Lien Credit Agreement; (7d) Business Days prior The Effective Date (as defined in the New First Lien Credit Agreement) shall have occurred; (e) The Administrative Agent has received evidence of payment by the Borrowers of all accrued and unpaid fees, costs, and expenses to the First extent then due and payable on the Amendment No. 3 Effective Date;Date (including, without limitation, fees under the Agents Fee Letter), together with all Attorney Costs of Administrative Agent and the Lenders, plus all additional amounts of Attorney Costs that constitute Administrative Agent's and Lender’s reasonable estimate of Attorney Costs incurred or to be incurred by Administrative Agent and the Lenders through the closing proceedings (but no such estimate will preclude a final settling of accounts between Borrowers and Administrative Agent and between Borrowers and the Lenders in respect of those Attorney Costs); and (f) on and as of the First Amendment Effective Date, no Default or Event of Default has occurred and is continuing; (g) the representations and warranties of each Borrower set forth in the Credit Agreement are true and correct in all material respects as of the First Amendment Effective Date; and (h) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Company, certifying that the All representations and warranties set forth in Section 2 of this Amendment shall be Article V hereof are true and correct as of the First Amendment Effective Datecorrect.

Conditions Precedent to Effectiveness of Amendment. This Amendment shall not become effective and as of the First Fourth Amendment Effective Date shall not occur unless and until upon satisfaction of each of the following conditions precedent have been satisfiedconditions: (a) Each of Servicer, Borrower, the Administrative Agent Lenders, Agent, and Trustee shall have received counterparts of executed and delivered to the Agent this Amendment executed by and such other documents as the Borrowers, the Consenting Lenders, the Extending Lenders and the Administrative AgentAgent may reasonably request; (b) the Administrative Agent shall have received a favorable written opinion received, in accordance with the terms and conditions of (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇the third amended and restated Agent Fee Letter, Esq., in-house counsel to the Borrowers and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrowers, dated the First Amendment Effective Date and addressed to the Administrative Agent and the Lenders, covering such matters relating to the Borrowers, this Amendment, the Amended and Restated Credit Agreement and the transactions contemplated thereby as the Administrative Agent shall reasonably request; (c) the Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Borrower, the authorization of this Amendment, the Amended and Restated Credit Agreement and the transactions contemplated hereby and thereby and any other legal matters relating to the Borrowers, the Loan Documents, this Amendment the Amended and Restated Credit Agreement or the transactions contemplated hereby or thereby, all in form and substance reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received all fees due and payable on or prior to the First Amendment Effective Date required to be paid by the Borrowers in connection with this Amendment and under any commitment letter or fee letter entered into in connection therewith (including, but not limited to, (i) any and all fees due and payable to ▇▇▇Agent or W▇▇▇▇ LynchFargo, Piercefor its sole and separate account, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporatedas a result of the transactions contemplated by this Amendment, JPMorgan Chase Bankwhich fees Borrower hereby agrees (i) may be designated as Advances under the Loan Agreement, N.A.and (ii) may be charged to the Loan Account as Obligations; (c) New Lender shall have received the closing fee from Borrower as set forth in the Fee Letter between Borrower and New Lender, Citigroup Global Markets Inc.which Borrower hereby agrees (i) may be designated as an Advance under the Loan Agreement, U.S. Bank National Association and ▇(ii) may be charged to the Loan Account as Obligations; (d) Borrower shall have (i) delivered to Agent updated pro forma Projections in accordance with Section 9.12(c) of the Loan Agreement for Servicer, Borrower and Borrower’s Subsidiaries evidencing compliance on a pro forma basis with Sections 6.1(q), 6.1(r), and 6.1(s) of the Loan Agreement, for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the Fourth Amendment Effective Date, and (ii) executed and delivered to New Lender (A) a Revolving Credit Note, in the original principal amount of $30,000,000, made by Borrower and payable to the order of New Lender, and (B) a Fee Letter between Borrower and New Lender, in each case, in form and substance satisfactory to New Lender; (e) Agent shall have received (i) a certificate from an authorized representative of Borrower and Servicer attesting to the resolutions adopted by the Board of Directors of Parent, as (A) sole member of Servicer, and (B) designated manager of Borrower, authorizing the execution, delivery and performance by Borrower and Servicer of this Amendment and the other Loan Documents to be delivered in connection herewith, and (ii) an opinion of counsel to Borrower, Servicer, and Parent, in a form, and substantively, satisfactory to Agent, in its sole discretion; (f) W▇▇▇▇ Fargo Securities LLC shall have received (i) a fully-executed third amended and restated fee letter, and (ii) fees, charges an executed amended and disbursements of ▇restated Revolving Credit Note reflecting the Increase to W▇▇▇▇ Fargo’s Commitment as of the Fourth Amendment Effective Date, in each case, in form and substance satisfactory to W▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Administrative Agent); (e) the Administrative Agent and the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, as may be reasonably requested in writing at least seven (7) Business Days prior to the First Amendment Effective Date; (f) on and as of the First Amendment Effective Date, no Default or Event of Default has occurred and is continuingFargo; (g) Each of the representations parties to the Intercreditor Agreement shall have executed and warranties delivered an amendment thereto, in form and substance satisfactory to Agent in its sole discretion; (h) Parent shall have executed a reaffirmation of each Borrower set forth guaranty in the Credit Agreement are true and correct in all material respects as of the First Amendment Effective Dateform attached hereto; and (hi) All legal matters incident to the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Company, certifying that the representations and warranties set forth in Section 2 of this Amendment transactions contemplated hereby shall be true and correct as of reasonably satisfactory to counsel for the First Amendment Effective DateAgent.

Conditions Precedent to Effectiveness of Amendment. This Amendment shall not become effective and as of the First Third Amendment Effective Date shall not occur unless and until upon satisfaction of each of the following conditions precedent have been satisfiedconditions: (a) Each of Servicer, Borrower, the Administrative Agent Lenders, Agent, and Trustee shall have received counterparts of executed and delivered to the Agent this Amendment executed by and such other documents as the Borrowers, the Consenting Lenders, the Extending Lenders and the Administrative AgentAgent may reasonably request; (b) the Administrative Agent Parent shall have received executed a favorable written opinion reaffirmation of (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq., in-house counsel to guaranty in the Borrowers and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrowers, dated the First Amendment Effective Date and addressed to the Administrative Agent and the Lenders, covering such matters relating to the Borrowers, this Amendment, the Amended and Restated Credit Agreement and the transactions contemplated thereby as the Administrative Agent shall reasonably requestform attached hereto; (c) the Administrative Agent Borrower shall have received such documents executed and certificates as the Administrative delivered to Agent may reasonably request relating to the organizationa second amended and restated Agent Fee Letter, existence and good standing of each Borrower, the authorization of this Amendment, the Amended and Restated Credit Agreement and the transactions contemplated hereby and thereby and any other legal matters relating to the Borrowers, the Loan Documents, this Amendment the Amended and Restated Credit Agreement or the transactions contemplated hereby or thereby, all in form and substance reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received all fees due received, in accordance with the terms and payable on or prior to conditions of the First Amendment Effective Date required to be paid by the Borrowers in connection with this Amendment second amended and under any commitment letter or fee letter entered into in connection therewith (includingrestated Agent Fee Letter, but not limited to, (i) any and all fees due and payable to ▇▇▇▇▇▇▇ LynchAgent, Piercefor its sole and separate account, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporatedas a result of the transactions contemplated by this Amendment, JPMorgan Chase Bankwhich fees Borrower hereby agrees (i) may be designated as Advances under the Loan Agreement, N.A., Citigroup Global Markets Inc., U.S. Bank National Association and ▇▇▇▇▇ Fargo Securities LLC and (ii) fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel may be charged to the Administrative Agent)Loan Account as Obligations; (e) the Administrative Agent and the Lenders Borrower shall have received all documentation delivered to Agent updated pro forma Projections in accordance with Section 9.12(c) of the Loan Agreement for Servicer, Borrower and other information required by bank regulatory authorities under applicable “know your customer” Borrower’s Subsidiaries evidencing compliance on a pro forma basis with Sections 6.1(q), 6.1(r), and anti6.1(s) of the Loan Agreement, for the 4 fiscal quarters (on a quarter-money laundering rules and regulations, including by-quarter basis) immediately following the USA Patriot Act, as may be reasonably requested in writing at least seven (7) Business Days prior to the First Third Amendment Effective Date; (f) on Agent shall have received a certificate from an authorized representative of Borrower and Servicer attesting to the resolutions adopted by the Board of Directors of Parent, as (i) sole member of Servicer, and (ii) designated manager of Borrower, authorizing the First execution, delivery and performance by Borrower and Servicer of this Amendment Effective Date, no Default or Event of Default has occurred and is continuingthe other Loan Documents to be delivered in connection herewith; (g) Citizens shall have received (i) an amended and restated Revolving Credit Note, in form and substance satisfactory to Citizens, reflecting the representations and warranties of each Borrower set forth in the Credit Agreement are true and correct in all material respects Increase to Citizens’ Commitment as of the First Third Amendment Effective Date, (ii) an amended and restated fee letter, in form and substance satisfactory to Citizens, and (iii) in accordance with the terms and conditions of the amended and restated fee letter for Citizens, any and all fees due and payable to Citizens, for its sole and separate account, as a result of the terms and conditions of this Amendment, which fees Borrower hereby agrees (A) may be designated as Advances under the Loan Agreement, and (B) may be charged to the Loan Account as Obligations; and (h) All legal matters incident to the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Company, certifying that the representations and warranties set forth in Section 2 of this Amendment transactions contemplated hereby shall be true and correct as of reasonably satisfactory to counsel for the First Amendment Effective DateAgent.

Conditions Precedent to Effectiveness of Amendment. This Amendment shall not become effective The effectiveness of this Amendment, and the First Amendment Effective Date shall not occur unless waiver of the Existing Defaults set forth in Section 6 above, and until the consent to the Subject Transaction set forth in Section 7 above, are subject to and contingent upon the fulfillment of each and every one of the following conditions precedent have been satisfiedto the satisfaction of Lender: (a) the Administrative Agent Lender shall have received counterparts of (i) this Amendment Amendment, duly executed by the Borrowers, (ii) the Consenting LendersAcknowledgment and Agreement of Guarantors attached hereto, duly executed by each Guarantor, and (iii) the Extending Lenders Acknowledgment and the Administrative AgentAgreement of Creditors attached hereto, duly executed by each Creditor; (b) the Administrative Agent Lender shall have received a favorable written opinion warrant by Parent in favor of (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq., in-house counsel Lender to purchase a number of common shares equal to $135,000 divided by the lower of the 10 day average closing share price prior to the Borrowers and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrowers, dated the First Amendment Effective Date and addressed to the Administrative Agent and the Lenders, covering such matters relating to the Borrowers, date of this Amendment, or the Amended price per share on the day prior to the date of this Amendment, which will have a six (6) month lock-up period from the effective date of the registration statement for the first secondary public offering by the Parent following the Closing Date (the "Lock-Up Period"), and Restated Credit Agreement will be exercisable until the later of (1) seven (7) years from the issue date and (2) six (6) months after the transactions contemplated thereby as expiration of the Administrative Agent Lock-Up Period. The exercise price for such warrant shall reasonably requestbe the lower of the 10 day average closing share price prior to the date of this Amendment, or the price per share on the day prior to the date of this Amendment; (c) the Administrative Agent Lender shall have received such documents (i) a pro-rated Facility Fee in the amount of $1,458.33 for the increase in the Credit Limit, (ii) a pro-rated facility fee in the amount of $1,093.75 for the Term Advance, (iii) a waiver fee in the amount of $2,000, and certificates as (iv) an amendment fee in the Administrative Agent may reasonably request relating to the organization, existence amount of $2,000; which fees shall be fully-earned and good standing of each Borrower, the authorization of this Amendment, the Amended and Restated Credit Agreement and the transactions contemplated hereby and thereby and any other legal matters relating to the Borrowers, the Loan Documents, this Amendment the Amended and Restated Credit Agreement or the transactions contemplated hereby or thereby, all in form and substance reasonably satisfactory to the Administrative Agentnon-refundable; (d) the Administrative Agent After giving effect to this Amendment, no Event of Default or Default shall have received all fees due occurred and payable on or prior to the First Amendment Effective Date required to be paid by the Borrowers in connection with this Amendment and under any commitment letter or fee letter entered into in connection therewith (including, but not limited to, (i) any and all fees due and payable to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., U.S. Bank National Association and ▇▇▇▇▇ Fargo Securities LLC and (ii) fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Administrative Agent);continuing; and (e) the Administrative Agent and the Lenders shall have received After giving effect to this Amendment, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, as may be reasonably requested in writing at least seven (7) Business Days prior to the First Amendment Effective Date; (f) on and as of the First Amendment Effective Date, no Default or Event of Default has occurred and is continuing; (g) the representations and warranties of each Borrower set forth in the Credit Agreement are true and correct in all material respects as of the First Amendment Effective Date; and (h) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Company, certifying that the representations and warranties set forth herein and in Section 2 the Agreement shall be true, complete and accurate in all respects as of this Amendment shall the date hereof (except for representations and warranties which are expressly stated to be true and correct as of the First Amendment Effective Datedate of the Agreement).

Conditions Precedent to Effectiveness of Amendment. This The effectiveness of this Amendment shall not become effective and is subject to the First Amendment Effective Date shall not occur unless and until each fulfillment on or prior to August 11, 2003 of the following conditions precedent have been satisfiedprecedent: (a) receipt by the Administrative Agent shall have received counterparts of this Amendment duly executed by counterpart signature pages of the Borrowers, the Consenting Lenders, the Extending Lenders Borrower and the Administrative AgentRequired Lenders to this Amendment; (b) all of the representations and warranties of the Borrower under Section 14 hereof being true and correct in all material respects; (c) receipt by the Administrative Agent of the Amendment Fee for each of the approving Lenders; (d) repayment of the Term Loans in an aggregate amount of not less than $225,000,000 which repayment shall have received be applied on a favorable written opinion pro rata basis to the Term Loans outstanding and shall be applied to the scheduled repayments thereof under the Loan Agreement in order of maturity; provided, however, that the Borrower shall make an additional repayment of the Term Loans, to be applied on a pro rata basis to the Term Loans outstanding and applied to the scheduled repayments in inverse order of maturity, of (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇sixty percent (60%) of the excess cash proceeds (net of the costs and expenses of issuance, Esq.including, inwithout limitation, underwriting commissions, legal, investment banking, brokerage and accounting and other professional fees, sales commissions, discounts, and disbursements and expenses incurred in connection with such issuance) from the Borrower's issuance of the Senior Unsecured Notes (the "Net Cash Proceeds") in excess of $325,000,000, but less than or equal to $400,000,000, (ii) seventy-house five percent (75%) of the Net Cash Proceeds in excess of $400,000,000, but less than or equal to $500,000,000, and (iii) one hundred percent (100%) of the Net Cash Proceeds in excess of $500,000,000; (e) receipt by the Administrative Agent of a certificate, in form and substance reasonably satisfactory to the Administrative Agent, from an Authorized Signatory of the Borrower certifying that as of the Fourth Amendment Effective Date no Default or Event of Default exists or would exist as a result of this Fourth Amendment or the issuance of the Senior Unsecured Notes; (f) payment by the Borrower of all fees and expenses of counsel to the Borrowers Administrative Agent and FTI Consulting, Inc.; (g) the Senior Unsecured Notes shall have been issued concurrently herewith on terms and conditions satisfactory to the Required Lenders, such terms and conditions including but not limited to the following: (i) there shall be no scheduled repayment of the principal of the Senior Unsecured Notes, including any sinking fund payments or other principal payments (other than usual and customary mandatory repayments for changes of control and, subject to the ability to first repay the Loans from such proceeds, asset sales) until at least January 31, 2010; (ii) ▇▇▇▇▇▇ ▇the final maturity of the Senior Unsecured Notes shall be no earlier than January 31, 2010; (iii) the Senior Unsecured Notes shall be unsecured and shall not be guaranteed by any Subsidiary of the Borrower; and (iv) the Senior Unsecured Notes shall contain no covenants or provisions more restrictive, taken as a whole, on the Borrower and its Subsidiaries than the Loan Agreement, and shall have no financial covenants that are maintenance in nature; (h) receipt by the Administrative Agent of the legal opinions of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ (Illinois) and ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel counsels to the BorrowersBorrower, dated the First Amendment Effective Date and addressed to each Lender and the Administrative Agent and dated as of the Lendersdate hereof, covering such matters relating to the Borrowers, this Amendment, the Amended and Restated Credit Agreement and the transactions contemplated thereby as the Administrative Agent shall reasonably request; (c) the Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Borrower, the authorization of this Amendment, the Amended and Restated Credit Agreement and the transactions contemplated hereby and thereby and any other legal matters relating to the Borrowers, the Loan Documents, this Amendment the Amended and Restated Credit Agreement or the transactions contemplated hereby or thereby, all in form and substance reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received all fees due and payable on or prior to the First Amendment Effective Date required to be paid by the Borrowers in connection with this Amendment and under any commitment letter or fee letter entered into in connection therewith (including, but not limited to, (i) any and all fees due and payable to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., U.S. Bank National Association and ▇▇▇▇▇ Fargo Securities LLC and (ii) fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Administrative Agent); (e) the Administrative Agent and the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, as may be reasonably requested in writing at least seven (7) Business Days prior to the First Amendment Effective Date; (f) on and as of the First Amendment Effective Date, no Default or Event of Default has occurred and is continuing; (g) the representations and warranties of each Borrower set forth in the Credit Agreement are true and correct in all material respects as of the First Amendment Effective Date; and (hi) receipt of any other documents or instruments that the Administrative Agent shall have received a certificate signed Agent, the Lenders signatory hereto or any of them, may reasonably request, certified by a Responsible Officer an officer of the Company, certifying that the representations and warranties set forth in Section 2 of this Amendment shall be true and correct as of the First Amendment Effective DateBorrower if so requested.

Conditions Precedent to Effectiveness of Amendment. This Amendment shall not become effective and (the First “Sixth Amendment Effective Date shall not occur unless and until Date”) upon satisfaction of each of the following conditions precedent have been satisfiedconditions: (a) Each Borrower, the Administrative Loan Party Obligors, the Lenders and Agent shall have received counterparts of executed and delivered to the Agent this Amendment executed by and such other documents as the Borrowers, the Consenting Lenders, the Extending Lenders and the Administrative AgentAgent may reasonably request; (b) the Administrative Agent shall have received a favorable written opinion evidence satisfactory to Agent in its Permitted Discretion that each of (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq., in-house counsel to the Borrowers and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to conditions precedent set forth in Section 4 of the Borrowers, dated the First Amendment Effective Date and addressed to the Administrative Agent and the Lenders, covering such matters relating to the Borrowers, this Amendment, the Amended and Restated Credit Loan Agreement and the transactions contemplated thereby as the Administrative Agent shall reasonably requesthave been satisfied; (c) the Administrative Agent shall have received such documents any and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Borrower, the authorization of this Amendment, the Amended and Restated Credit Agreement and the transactions contemplated hereby and thereby and any other legal matters relating to the Borrowers, the Loan Documents, this Amendment the Amended and Restated Credit Agreement or the transactions contemplated hereby or thereby, all in form and substance reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received all fees due and payable on or prior to Agent as a result of the First Amendment Effective Date required to be paid transactions contemplated by the Borrowers in connection with this Amendment and under any commitment letter or fee letter entered into in connection therewith (including, but not limited to, a $900,000 amendment fee which shall be fully earned on the Sixth Amendment Effective Date, but which shall be payable $300,000 on the Sixth Amendment Effective Date and $600,000 on the S-1 Trigger Date, as defined in the Loan Agreement, and which shall be net settled on each payment date and treated as creating original issue discount on the Loans under Treasury Reg. section 1.1273-2(g)(2) for US federal income tax purposes); (id) any and all fees due and payable to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., U.S. Bank National Association and ▇▇▇▇▇ Fargo Securities LLC and (ii) fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel All legal matters incident to the Administrative transactions contemplated hereby shall be reasonably satisfactory to counsel for the Agent); (e) the Administrative Agent and the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsevidence satisfactory to Agent in its Permitted Discretion that the Berkley Research Group, including the USA Patriot Act, LLC or another advisory group satisfactory to Agent has been engaged as may be reasonably requested in writing at least seven (7) Business Days prior to the First Amendment Effective Datean advisor; (f) on Agent shall have received a final fully executed copy of a consent pursuant to the Third Lien Subordination Agreement reflecting consent of Agent and as Term Agent to the amendment to the Third Lien Loan Documents being executed contemporaneously herewith. In connection therewith, Agent shall receive a final fully executed copy of such amendment to the First Amendment Effective Date, no Default Third Lien Loan Documents and shall approve any fees charged by either the Term Agent or Event of Default has occurred and is continuingThird Lien Agent in connection with either such consent or such amendment; (g) the representations and warranties of each Borrower set forth in the Credit Agreement are true and correct in all material respects as of the First Amendment Effective Date; and (h) the Administrative Agent shall have received a certificate signed by a Responsible Officer final fully executed copy of the CompanyFifth Amendment to Loan and Security Agreement (the “Term Debt Amendment”) with respect to the Term Debt which includes, certifying that among other things, a consent from the representations and warranties set forth in Section 2 of Term Agent to this Amendment shall be true and correct as of pursuant to the First Amendment Effective DateIntercreditor Agreement.

Conditions Precedent to Effectiveness of Amendment. This Amendment Amendment, including the effectiveness of the amendments to the Collateral Trust Agreement and the Security Agreement contained in Section 1 of this Amendment, shall not become effective and on the First date (the “Amendment No. 2 Effective Date shall not occur unless and until each of Date”) on which the following conditions precedent have been satisfiedare satisfied or waived by each applicable party hereto: (a) the Administrative Agent Collateral Trustee shall have received executed counterparts of to this Amendment executed by the Borrowers, the Consenting Lenders, the Extending Lenders and the Administrative Agentfrom each person respectively party thereto; (b) the Administrative Agent Collateral Trustee shall have received from the Parent an executed copy of the Additional Parity Lien Debt Certificate (including the executed copy of the Reaffirmation Agreement to be attached thereto as Exhibit 1) dated as of the date hereof, pursuant to which the Parent will have designated the New Notes as Parity Lien Debt under and in accordance with Section 3.8(b) of the Collateral Trust Agreement; (c) the Collateral Trustee shall have received from the Parent an executed copy of an Officer’s Certificate dated on or about the date hereof, pursuant to which the Parent will have certified that the Indebtedness under the New Notes is permitted to be incurred and secured with a favorable written opinion of Parity Lien equally and ratably with all other Parity Lien Debt; (id) ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq., in-house the Collateral Trustee shall have received from counsel to the Borrowers and Parent an opinion letter addressing such matters as are required under Section 7.1(c) of the Collateral Trust Agreement; (iie) ▇▇▇▇▇▇ the Collateral Trustee shall have received an executed copy of the New Notes Indenture, which shall contain an Additional Secured Debt Designation in accordance with the Collateral Trust Agreement; (f) the Collateral Trustee shall be provided with evidence that the New Notes have been issued by the Issuers under the New Notes Indenture; and (g) the Collateral Trustee shall have received an executed copy of a Collateral Trust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrowers, dated the First Amendment Effective Date and addressed to the Administrative Agent and the Lenders, covering such matters relating to the Borrowers, this Amendment, the Amended and Restated Credit Agreement and the transactions contemplated thereby as the Administrative Agent shall reasonably request; (c) the Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Borrower, the authorization of this Amendment, the Amended and Restated Credit Agreement and the transactions contemplated hereby and thereby and any other legal matters relating to the Borrowers, the Loan Documents, this Amendment the Amended and Restated Credit Agreement or the transactions contemplated hereby or thereby, all in form and substance reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received all fees due and payable on or prior to the First Amendment Effective Date required to be paid executed by the Borrowers in connection with this Amendment and under any commitment letter or fee letter entered into in connection therewith (including, but not limited to, (i) any and all fees due and payable to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., U.S. Bank National Association and ▇▇▇▇▇ Fargo Securities LLC and (ii) fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to New Notes Indenture Trustee as Parity Lien Representative for the Administrative Agent); (e) the Administrative Agent and the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, as may be reasonably requested in writing at least seven (7) Business Days prior to the First Amendment Effective Date; (f) on and as holders of the First Amendment Effective Date, no Default or Event of Default has occurred and is continuing; (g) the representations and warranties of each Borrower set forth in the Credit Agreement are true and correct in all material respects as of the First Amendment Effective Date; and (h) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Company, certifying that the representations and warranties set forth in Section 2 of this Amendment shall be true and correct as of the First Amendment Effective DateNew Notes.

Conditions Precedent to Effectiveness of Amendment. This Amendment shall not become effective when, and the First Amendment Effective Date shall not occur unless and until each of the following conditions precedent have been satisfied: (a) only when, the Administrative Agent shall have received counterparts all of this Amendment executed by the Borrowersfollowing documents, the Consenting Lenders, the Extending Lenders and the Administrative Agent; each document (bunless otherwise indicated) the Administrative Agent shall have received a favorable written opinion of (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq., in-house counsel to the Borrowers and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrowers, being dated the First Amendment Effective Date and addressed to the Administrative Agent and the Lendersdate hereof, covering such matters relating to the Borrowers, this Amendment, the Amended and Restated Credit Agreement and the transactions contemplated thereby as the Administrative Agent shall reasonably request; (c) the Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Borrower, the authorization of this Amendment, the Amended and Restated Credit Agreement and the transactions contemplated hereby and thereby and any other legal matters relating to the Borrowers, the Loan Documents, this Amendment the Amended and Restated Credit Agreement or the transactions contemplated hereby or thereby, all in form and substance reasonably satisfactory to the Administrative Agent: (a) Counterparts of this Amendment duly executed by Borrower, Guarantors and Lenders; (b) A copy of the resolutions approving the Credit Agreement as amended by this Amendment, and authorizing the transactions contemplated herein or therein duly adopted by the Board of Directors of the Borrower, accompanied by a certificate of the duly authorized Secretary of Borrower, that such copy is a true and correct copy of the resolutions duly adopted by the Board of Directors of the Borrower and have not been amended, modified or revoked in any respect and are in full force and effect as of the date hereof; (c) A copy of the resolutions approving the Credit Agreement as amended by this Amendment, and authorizing the transactions contemplated herein or therein duly adopted by the Board of Directors of each Guarantor, accompanied by a certificate of the duly authorized Secretary of Guarantor, that such copy is a true and correct copy of the resolutions duly adopted by the Board of Directors of such Guarantor and have not been amended, modified or revoked in any respect and are in full force and effect as of the date hereof; (d) the Administrative Agent shall have received all fees due Replacement Notes made and payable on or prior to the First Amendment Effective Date required to be paid duly executed by the Borrowers Borrower in connection with this Amendment favor of Bank of Texas NA and under any commitment letter or fee letter entered into in connection therewith (including, but not limited to, (i) any Hibernia National Bank to reflect the new Revolving Loan Commitments of and all fees due and payable to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., U.S. Bank National Association and ▇▇▇▇▇ Fargo Securities LLC and (ii) fees, charges and disbursements the new amounts of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Administrative Agent)Term Loans held by said Lenders; (e) Notes made and duly executed by the Administrative Agent Borrower in favor of First Bank & Trust and RZB Finance LLC to reflect the new Revolving Loan Commitments of and the Lenders shall have received all documentation and other information required new amounts of Term Loans held by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, as may be reasonably requested in writing at least seven (7) Business Days prior to the First Amendment Effective Datesaid Lenders; (f) on and as Payment by Borrower of the First reasonable fees and expenses of counsel to the Administrative Agent connection with the preparation and negotiation of this Amendment Effective Date, no Default or Event of Default has occurred and is continuing;all documents and instruments contemplated hereby; and (g) the representations The legal opinion of counsel to Borrower and warranties of each Borrower set forth Guarantors, in the Credit Agreement are true form and correct in all material respects as of the First Amendment Effective Date; and (h) substance reasonably satisfactory to the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Company, certifying that the representations and warranties set forth in Section 2 of this Amendment shall be true and correct as of the First Amendment Effective Dateits counsel.

Conditions Precedent to Effectiveness of Amendment. This The effectiveness of this Amendment shall not become effective and is subject to the First Amendment Effective Date shall not occur unless and until each satisfaction of all of the following conditions precedent have been satisfiedprecedent: (ai) the Administrative Agent shall have received counterparts of this Amendment executed by the BorrowersThe Agent, the Consenting Lenders, the Extending Lenders and the Administrative Agent; (b) the Administrative Agent shall have received a favorable written opinion of (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq., in-house counsel to the Borrowers and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrowers, dated the First Amendment Effective Date and addressed to the Administrative Agent and the Lenders, covering such matters relating to the Borrowers, this Amendment, the Amended and Restated Credit Agreement and the transactions contemplated thereby as the Administrative Agent shall reasonably request; (c) the Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Borrower, the authorization of this AmendmentManager, the Amended and Restated Credit Agreement and the transactions contemplated hereby and thereby and any other legal matters relating to the BorrowersServicer, the Loan DocumentsSeller, this Amendment the Amended and Restated Credit Agreement or the transactions contemplated hereby or thereby, all in form and substance reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received all fees due and payable on or prior to the First Amendment Effective Date required to be paid by the Borrowers in connection with this Amendment and under any commitment letter or fee letter entered into in connection therewith (including, but not limited to, (i) any and all fees due and payable to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., U.S. Bank National Association and ▇▇▇▇▇ Fargo Securities LLC and (ii) fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Administrative Agent); (e) the Administrative Agent Pledgor and the Lenders shall have received all documentation executed and other information required by bank regulatory authorities under applicable “know your customer” delivered this Amendment, (ii) the Borrower shall have executed and anti-money laundering rules and regulationsdelivered a Loan Note to EWB (which, including for the USA Patriot Actavoidance of doubt, as may be reasonably requested in writing at least seven (7) Business Days prior to delivered via scanned electronic transmission on the First Amendment No. 10 Effective Date, with the original to follow promptly thereafter), (iii) EWB, the Borrower and the Servicer shall have executed and delivered the EWB Lender Fee Letter, (iv) the Agent, the Borrower, the Servicer and the Lenders shall have executed and delivered the Sixth Amended and Restated Lender Fee Letter and (v) the Parent shall have executed and delivered a reaffirmation and acknowledgment regarding the Parent Guaranty; (fi) on and as The Agent shall have received updated Secretary’s Certificates from each of the First Parent, the Borrower, the Manager, the Servicer, the Seller, and the Pledgor that includes (x) authorizing resolutions, (y) updated incumbency certificates and (z) any updated organizational documents for each, and (ii) the Agent shall have received (x) a customary legal opinion from counsel to the Borrower and the Servicer addressing authorization and enforceability of this Amendment Effective Dateand the amendments hereby to each of the Amended Transaction Documents, no Default and (y) one or Event more reliance letters for the benefit of Default has occurred EWB regarding certain prior corporate, bankruptcy and is continuing;security interest opinion matters; and (gc) The Agent shall have received the representations and warranties of each Borrower Upfront Fee set forth in the Sixth Amended and Restated Fee Letter; provided that, notwithstanding anything to the contrary herein or in Section 2.5(H) of the Credit Agreement, each of the Agent, the Borrower, the Servicer, the Lenders and the Funding Agents acknowledge, agree and consent that the amendment fee provided by Section 2.5(H) of the Credit Agreement are true shall not be due and correct payable to the Agent in all material respects as of the First Amendment Effective Date; and (h) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Company, certifying that the representations and warranties set forth in Section 2 of connection with this Amendment shall be true and correct as of the First Amendment Effective DateAmendment.

Conditions Precedent to Effectiveness of Amendment. This Amendment shall not become effective and the First Amendment Effective Date shall not occur unless and until each of the following conditions precedent have been satisfieduntil: (a) the Administrative Agent shall have received receives the following: (i) counterparts of this Amendment executed by the Borrowers, the Consenting Required Lenders, each of the Extending Lenders that shall have a continuing Commitment under the A&R Credit Agreement and the Administrative Agent; (bii) opinions, addressed to it and the Administrative Agent shall have received a favorable written opinion Lenders and dated as of (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇the Second Amendment Effective Date, Esq., in-house of internal and external counsel to the Borrowers and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrowers, dated the First Amendment Effective Date and addressed to the Administrative Agent and the Lenders, covering such matters relating to the Borrowers, this Amendment, the Amended and Restated Credit Agreement, the A&R Credit Agreement and the transactions contemplated thereby as the Administrative Agent shall reasonably request. The Borrowers hereby request such counsel to deliver such opinions; (ciii) the Administrative Agent shall have received such documents and certificates as the Administrative Agent or any Lender may reasonably request relating to the organization, existence and good standing of each Borrowerof the Borrowers, the authorization of this Amendment, the Amended and Restated Credit Agreement and the transactions contemplated hereby and thereby A&R Credit Agreement, and any other legal matters relating to each of the Borrowers, this Amendment, the Loan Documents, this Amendment the Amended and Restated Credit Agreement or and the transactions contemplated hereby or therebyA&R Credit Agreement, all in form and substance reasonably satisfactory to the Administrative Agent; (div) (a) evidence (which the Borrowers shall not be required to deliver) in the form of the most current “Bank List” of banks approved by the NAIC, that each Lender is (x) a NAIC Approved Bank or (y) a Non-NAIC Approved Bank and (b) with respect to each Non-NAIC Approved Bank that is a Continuing Lender (as defined below), copies of agreements entered into by each such Non-NAIC Approved Bank and another Continuing Lender (or another financial institution acceptable to the Administrative Agent, the Several L/C Agent shall have received and the Borrowers) that is a NAIC Approved Bank to act as the Limited Fronting Lender and/or Confirming Bank for such Non-NAIC Approved Bank under the A&R Credit Agreement which are reasonably satisfactory to the Administrative Agent, the Several L/C Agent and the Borrowers; (v) payment of all fees due fees, expenses and payable other amounts required to be paid or reimbursed in connection with this Amendment, the Credit Agreement and the A&R Credit Agreement on or prior to the First Second Amendment Effective Date required to be paid by the Borrowers in connection with this Amendment and under any commitment letter or fee letter entered into in connection therewith (Date, including, but not limited towithout limitation, (iI) any fees and all fees due and payable to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., U.S. Bank National Association and ▇▇▇▇▇ Fargo Securities LLC other amounts set forth in the Fee Letters (as such term is defined in Exhibit A hereto) and (iiII) fees, charges reasonable legal fees and disbursements expenses of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Administrative Agent); (e) , to the Administrative Agent and the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, as may be reasonably requested in writing at least seven (7) extent invoiced two Business Days prior to the First Amendment Effective Date; (f) on and as of the First Second Amendment Effective Date, no Default or Event of Default has occurred incurred by the Administrative Agent in connection with this Amendment, the Credit Agreement and is continuingthe A&R Credit Agreement; (gvi) the representations and warranties of each Borrower set forth in the Credit Agreement are true and correct in all material respects as counterparts of the First Second Amendment Effective DateFee Letter executed by the Borrowers and the other parties thereto; and (hvii) any other documents, instrument, certificates, evidences and legal opinions as the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Company, certifying that may reasonably request in connection herewith. (b) the representations and warranties set forth in Section 2 of this Amendment shall be true and correct as of the First Second Amendment Effective Date. (c) the Administrative Agent and the Arrangers shall be reasonably satisfied with the proposed terms and conditions of (x) the Reorganization Transaction (as such term is defined in Exhibit A hereto, the “Reorganization Transaction”) and the Spin-off Transaction (as such term is defined in Exhibit A hereto, the “Spin-off Transaction”) with respect to Brighthouse Financial, Inc. (“BHF”) and the Subsidiaries of MetLife to be acquired by BHF pursuant to such Reorganization Transaction and the Spin-off Transaction and (y) the other transactions contemplated in connection therewith.

Conditions Precedent to Effectiveness of Amendment. This The effectiveness of this Amendment shall not become effective is subject to and contingent upon the First Amendment Effective Date shall not occur unless fulfillment of each and until each every one of the following conditions precedent have been satisfiedconditions: (a) the Administrative Agent shall have received counterparts of this Amendment Amendment, duly executed by the Borrowers, the Consenting Borrowers and all Lenders, the Extending Lenders and the Administrative Agent; (b) the Administrative Agent shall have received payment of a favorable written opinion fee, for the ratable benefit of (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq., in-house counsel to the Borrowers and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrowers, dated the First Amendment Effective Date and addressed to the Administrative Agent and the Lenders, covering such matters relating equal to the Borrowers, this Amendment, the Amended and Restated Credit Agreement and the transactions contemplated thereby as the Administrative Agent shall reasonably request$30,000; (c) the Administrative Agent shall have received the Term C Notes payable to each Lender in the amount of such Lender’s respective Term Loan C Commitment, duly executed by Borrowers; (d) Lenders shall have reviewed to their satisfaction the Agreement and Plan of Merger and related documents and certificates as agreements in connection with the Administrative ELA Acquisition, and shall have received an executed collateral assignment of Parent’s rights arising under such Agreement and Plan of Merger, in form and substance satisfactory to Agent; (e) Agent may reasonably request shall have received evidence that the closing, consummation and satisfaction of all conditions precedent in connection with the ELA Acquisition have been made in accordance with the terms of the Agreement and Plan of Merger and all applicable laws, rules and regulations, and confirmation that the assets of ELA are free and clear of all claims and rights of third Persons, other than Permitted Liens; (f) Agent shall have received executed settlement and release agreements, with disbursement instructions, relating to the organizationpayoff of (i) GE Capital with respect to its loan secured by the Fullerton Real Estate, existence (ii) Commerce Bank with respect to its loan secured by the Acton Real Estate, and good standing (iii) the sellers (and any debt of each BorrowerELA that is to be paid at closing in accordance with the Stock Purchase Agreement) in connection with the ELA Acquisition, the authorization of this Amendmenttogether with such releases and UCC-3 termination statements with respect to such payoff, the Amended in form and Restated substance satisfactory to Agent; (g) Agent shall have received an Addendum to Revolving Credit Agreement and the transactions contemplated hereby an Addendum to Security Agreement, duly executed by ELA, together with all Schedules thereto, in form and thereby substance satisfactory to Agent and any other legal matters relating Lenders; (h) Agent shall have received an updated draft of Schedule 1 to the BorrowersParent’s Stock Pledge Agreement listing 100% of the membership interest of ELA; (i) Agent shall have received, for the pro rata account of Lenders, all Expenses owing on the Amendment Date; (j) No Material Adverse Effect shall have occurred and be continuing, as determined by Lenders in their reasonable discretion; (k) No Event of Default or Unmatured Event of Default shall have occurred and be continuing; and (l) All of the representations and warranties set forth herein, in the Loan Documents and in the Agreement shall be true, complete and accurate in all respects as of the date hereof (except for representations and warranties which are expressly stated to be true and correct as of an earlier date). (m) With respect to ELA: (i) receipt by Agent of a Certificate of the Corporate Secretary of ELA, dated as of the Amendment Date, certifying (1) the incumbency and signatures of the Responsible Officers of ELA who are executing this Agreement and the Loan Documents on behalf of ELA; (2) the Articles of Organization and Operating Agreement of ELA, and all amendments thereto, as being true and correct and in full force and effect; and (3) the resolutions of the Board of Directors of ELA as being true and correct and in full force and effect, authorizing the execution and delivery of this Agreement and the Loan Documents, this Amendment the Amended and Restated Credit Agreement or authorizing the transactions contemplated hereby hereunder and thereunder, and authorizing the Responsible Officers of ELA to execute the same on behalf of ELA; (ii) receipt by Agent of ELA’s Articles of Organization and all amendments thereto, certified by the Secretary of State of its state of organization and dated a recent date prior to the Amendment Date; (iii) receipt by Agent of a certificate of status and good standing for ELA, dated a recent date prior to the Amendment Date, showing that ELA is in good standing under the laws of the state of its organization; (iv) receipt by Agent of Uniform Commercial Code and other public record searches with respect to ELA, in each case reasonably satisfactory to Agent; and (v) receipt by Agent of copies of insurance binders or therebyinsurance certificates for ELA; (p) With respect to the Saugus Real Estate and Boxborough Real Estate, Agent shall have received duly executed and issued amendments and endorsements, in form and substance satisfactory to Agent, of the existing deed of trust and mortgage and policies of title insurance as may be required by Agent to reflect the Term Loans C. (q) With respect to the Fullerton Real Estate, Agent shall have received duly executed and issued deed of trust, assignment of rents and fixture filing, and a policy of title insurance, together with a Phase II Environmental Site Assessment report respecting such property (including conceptual cost estimates), all in form and substance reasonably satisfactory to the Administrative Agent and as may otherwise be required by Agent;. (dr) With respect to the Administrative Acton Real Estate, Agent shall have received duly executed and issued mortgage, assignment of rents and fixture filing, and a policy of title insurance, together with a Phase II Environmental Site Assessment report respecting such property (including conceptual cost estimates), all fees due in form and payable on or prior substance satisfactory to the First Amendment Effective Date Agent and as may otherwise be required to be paid by the Borrowers Agent. (s) receipt by Agent of such other documents, instruments and agreements as Agent may reasonably request in connection with this Amendment the transactions contemplated hereunder or to perfect or protect the liens and under any commitment letter or fee letter entered into security interests granted to Agent for the ratable benefit of Lenders in connection therewith (including, but not limited to, (i) any and all fees due and payable to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., U.S. Bank National Association and ▇▇▇▇▇ Fargo Securities LLC and (ii) fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Administrative Agent)herewith; (e) the Administrative Agent and the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, as may be reasonably requested in writing at least seven (7) Business Days prior to the First Amendment Effective Date; (f) on and as of the First Amendment Effective Date, no Default or Event of Default has occurred and is continuing; (g) the representations and warranties of each Borrower set forth in the Credit Agreement are true and correct in all material respects as of the First Amendment Effective Date; and (h) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Company, certifying that the representations and warranties set forth in Section 2 of this Amendment shall be true and correct as of the First Amendment Effective Date.

Conditions Precedent to Effectiveness of Amendment. This (a) Except as set forth in clause (b) below, this Amendment shall not be deemed to have become effective and the First Amendment Effective Date shall not occur unless and until on April 17, 2018 upon satisfaction of each of the following conditions precedent have been satisfiedconditions: (ai) the Administrative Debtor, the Agent and the Required Lenders shall have received delivered executed counterparts of this Amendment executed by to the Borrowers, the Consenting Lenders, the Extending Lenders and the Administrative Agent; (bii) the Administrative Agent Debtor shall have received delivered to the Agent a favorable written opinion copy of the New Collateral Agency Agreement and the New Lease Administration Agreement; (iii) the Debtor shall have executed and delivered in accordance with Section 9(d) of the New Collateral Agency Agreement, (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq., in-house counsel a joinder signature page of the Debtor to the Borrowers New Collateral Agency Agreement as a new “Pledgor” thereunder and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPthe Notice of Additional Party in the form attached hereto as Exhibit A, counsel pursuant to the Borrowerswhich, dated the First Amendment Effective Date and addressed to the Administrative Agent and the Lenders, covering such matters relating to the Borrowers, this Amendmentamong other things, the Amended and Restated Credit Debtor shall join the New Collateral Agency Agreement and the transactions contemplated thereby as the Administrative Agent shall reasonably requesta new “Pledgor” thereunder; (civ) the Administrative Agent Debtor shall have received such documents executed and certificates as delivered in accordance with Section 17 of the Administrative Agent may reasonably request relating New Lease Administration Agreement, (i) a joinder signature page of the Debtor to the organizationNew Lease Administration Agreement as a “Tranche II Owner” thereunder and (ii) the Tranche II Owner Notice in the form attached hereto as Exhibit B, existence and good standing of each Borrowerpursuant to which, among other things, the authorization Debtor shall join the New Lease Administration Agreement as Tranche II Owner thereunder, designate the Controlled Account as a “Tranche II Owner Account” (as defined in the New Lease Administration Agreement) and identify the Agent as representative of this Amendment, the Amended and Restated Lenders under the Credit Agreement and the transactions contemplated hereby and thereby and any other legal matters relating to the Borrowers, the Loan Documents, this Amendment the Amended and Restated Credit Agreement or the transactions contemplated hereby or thereby, all in form and substance reasonably satisfactory to the Administrative AgentAgreement; (dv) the Administrative Debtor shall have delivered to the Agent a copy of the lockbox agreement by and between Debtor and Lockbox Bank; and (vi) the Agent shall have received all fees due and payable on or prior amounts owed to the First Amendment Effective Date required it pursuant to be paid by the Borrowers in connection with this Amendment and under any commitment letter or fee letter entered into in connection therewith (including, but not limited to, (i) any and all fees due and payable to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., U.S. Bank National Association and ▇▇▇▇▇ Fargo Securities LLC and (ii) fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Administrative Agent); (e) the Administrative Agent and the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, as may be reasonably requested in writing at least seven (7) Business Days prior to the First Amendment Effective Date; (f) on and as of the First Amendment Effective Date, no Default or Event of Default has occurred and is continuing; (g) the representations and warranties of each Borrower set forth in the Credit Agreement are true and correct in all material respects as of the First Amendment Effective Date; and (h) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Company, certifying that the representations and warranties set forth in Section 2 of this Amendment shall be true and correct as of the First Amendment Effective Date6 hereof.

Conditions Precedent to Effectiveness of Amendment. This Amendment shall not become be fully effective and binding on all the First Amendment Effective Date shall not occur unless parties hereto and until each all holders of the Notes as of the date hereof when all of the following conditions precedent shall have been satisfied:satisfied (the “Effective Date”): (a) upon the Administrative Agent shall have received counterparts execution and delivery of this Amendment executed by the Borrowers, the Consenting Lenders, the Extending Lenders Obligors and the Administrative AgentRequired Holders; (b) the Administrative Agent representations and warranties of the Obligors set forth in Section 6 hereof shall have received a favorable written opinion of (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq., in-house counsel be true and correct on and with respect to the Borrowers date of the execution and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to delivery of this Amendment and as of the Borrowers, dated the First Amendment Effective Date and addressed to the Administrative Agent and the Lenders, covering such matters relating to the Borrowers, this Amendment, the Amended and Restated Credit Agreement and the transactions contemplated thereby as the Administrative Agent shall reasonably request;Date; and (c) the Administrative Agent holders shall have received such documents and certificates as fully executed copies of the Administrative Agent may reasonably request relating to the organizationfollowing, existence and good standing each of each Borrower, the authorization of this Amendment, the Amended and Restated Credit Agreement and the transactions contemplated hereby and thereby and any other legal matters relating to the Borrowers, the Loan Documents, this Amendment the Amended and Restated Credit Agreement or the transactions contemplated hereby or thereby, all which shall be in form and substance reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received all fees due and payable on or prior to the First Amendment Effective Date required to be paid by the Borrowers in connection with this Amendment and under any commitment letter or fee letter entered into in connection therewith (including, but not limited to, Required Holders: (i) any that certain Fourth Amendment to Sixth Amended and all fees due Restated Revolving Credit and payable Term Loan Agreement, dated October 13, 2017, by and among the Obligors and Manufacturers and Traders Trust Company, as Administrative Agent, with respect to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., U.S. the Bank National Association and ▇▇▇▇▇ Fargo Securities LLC and Credit Agreement; (ii) feesthat certain Amendment No. 5 to Note Purchase Agreement (2011), charges dated the date hereof, by and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPamong the Obligors and the holders party thereto, counsel with respect to the Administrative Agent); (e) the Administrative Agent Note Purchase Agreement dated as of August 5, 2011, among LSI, LSLP and the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Actseveral Purchasers identified therein, as may be reasonably requested in writing at least seven amended to date; and (7iii) Business Days prior that certain Amendment No. 1 to Note Purchase Agreement (2016), dated the date hereof, by and among the Obligors and the holders party thereto, with respect to the First Amendment Effective Date; (f) on and Note Purchase Agreement dated as of July 21, 2016, among LSI, LSLP and the First Amendment Effective Date, no Default several Purchasers identified therein. The Obligors will deliver executed or Event of Default has occurred and is continuing; (g) the representations and warranties of each Borrower set forth in the Credit Agreement are true and correct in all material respects as of the First Amendment Effective Date; and (h) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Company, certifying that the representations and warranties set forth in Section 2 copies of this Amendment shall be true to each holder of outstanding Notes promptly following the date on which it is executed and correct as of delivered by all the First Amendment Effective Datenecessary parties hereto.

Conditions Precedent to Effectiveness of Amendment. This In addition to all other conditions and agreements set forth herein, this Amendment shall not become be effective until it is fully executed and the First Amendment Effective Date shall not occur unless delivered and until each all of the following conditions precedent have been satisfiedoccurred: (a) the The Administrative Agent and Lenders shall have received counterparts of this Amendment executed by all required payments and deliveries from the Borrowers, Guarantors and others, pursuant to the Consenting Lenders, Loan Documents through the Extending Lenders and the Administrative AgentEffective Date; (b) The Borrowers shall have paid the Administrative Agent in immediately available funds, a forbearance fee in the amount of $225,000 (the “Forbearance Fee”), to be shared on a pro-rata basis among the Lenders based on their respective Commitment Percentage, which Forbearance Fee shall due upon the full execution of the Amendment on the Execution Date and shall be non-refundable and fully earned when paid. (c) KeyBank shall have received a favorable certified resolutions or written opinion consent resolutions from each of (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq., in-house counsel to the Borrowers and Guarantors (iithrough board of directors, shareholder or member consent and approval, as applicable) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to authorizing the Borrowers, dated the First execution of this Amendment Effective Date and addressed to the Administrative Agent and the Lenders, covering such matters relating to the Borrowers, this Amendment, the Amended and Restated Credit Agreement and the transactions contemplated thereby as hereby, together with applicable good standing certificates or the Administrative Agent shall reasonably request; equivalent, certified copies of organizational documents (c) in each case, if modified from those delivered in connection with the Administrative Agent shall have received such documents Forbearance Agreement), and certificates as of incumbency and ownership (in each case, if modified from those delivered in connection with the Administrative Agent may reasonably request relating to Forbearance Agreement) for each of the organization, existence Borrowers and good standing of each Borrower, the authorization of this Amendment, the Amended and Restated Credit Agreement and the transactions contemplated hereby and thereby and any other legal matters relating to the Borrowers, the Loan Documents, this Amendment the Amended and Restated Credit Agreement or the transactions contemplated hereby or thereby, all in form and substance reasonably satisfactory to the Administrative AgentGuarantors; (d) The Borrowers shall have paid a portion of the legal fees and expenses of the Administrative Agent shall have received incurred in respect of this Amendment in the amount of $5,000, with all fees due remaining unpaid and payable on or prior to the First Amendment Effective Date required incurred amounts to be paid subsequently upon request by the Administrative Agent. The Borrower shall remain liable for all fees, expenses and other obligations due pursuant to the Loan Documents; and (e) The Borrowers in connection with and Guarantors shall have executed and delivered this Amendment and under any commitment letter or fee letter entered into in connection therewith (including, but not limited to, (i) any and all fees due and payable to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., U.S. Bank National Association and ▇▇▇▇▇ Fargo Securities LLC and (ii) fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Administrative Agent); (e) , together with any and all documents necessary to satisfy the Administrative Agent terms and the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, as may be reasonably requested in writing at least seven (7) Business Days prior to the First Amendment Effective Date; (f) on and as conditions of the First Amendment Effective Date, no Default or Event of Default has occurred and is continuing; (g) the representations and warranties of each Borrower set forth in the Credit Agreement are true and correct in all material respects as of the First Amendment Effective Date; and (h) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Company, certifying that the representations and warranties set forth in Section 2 of this Amendment shall be true and correct as of the First Amendment Effective DateAmendment.

Conditions Precedent to Effectiveness of Amendment. This In addition to all other conditions and agreements set forth herein, this Amendment shall not become be effective until it is fully executed and the First Amendment Effective Date shall not occur unless delivered and until each all of the following conditions precedent have been satisfiedoccurred: (a) the The Administrative Agent and Lenders shall have received counterparts of this Amendment executed by all required payments and deliveries from the Borrowers, Guarantors and others, pursuant to the Consenting Lenders, Loan Documents through the Extending Lenders and the Administrative AgentEffective Date; (b) The Borrowers shall have paid the Administrative Agent in immediately available funds, a forbearance fee in the amount of $225,000 (the “Forbearance Fee”), to be shared on a pro-rata basis among the Lenders based on their respective Commitment Percentage, which Forbearance Fee shall due upon the full execution of the Amendment on the Execution Date and shall be non-refundable and fully earned when paid. (c) KeyBank shall have received a favorable certified resolutions or written opinion consent resolutions from each of (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq., in-house counsel to the Borrowers and Guarantors (iithrough board of directors, shareholder or member consent and approval, as applicable) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to authorizing the Borrowers, dated the First execution of this Amendment Effective Date and addressed to the Administrative Agent and the Lenders, covering such matters relating to the Borrowers, this Amendment, the Amended and Restated Credit Agreement and the transactions contemplated thereby as hereby, together with applicable good standing certificates or the Administrative Agent shall reasonably request; equivalent, certified copies of organizational documents (c) in each case, if modified from those delivered in connection with the Administrative Agent shall have received such documents Existing Forbearance Agreement), and certificates as of incumbency and ownership (in each case, if modified from those delivered in connection with the Administrative Agent may reasonably request relating to Existing Forbearance Agreement) for each of the organization, existence Borrowers and good standing of each Borrower, the authorization of this Amendment, the Amended and Restated Credit Agreement and the transactions contemplated hereby and thereby and any other legal matters relating to the Borrowers, the Loan Documents, this Amendment the Amended and Restated Credit Agreement or the transactions contemplated hereby or thereby, all in form and substance reasonably satisfactory to the Administrative AgentGuarantors; (d) The Borrowers shall have paid a portion of the legal fees and expenses of the Administrative Agent shall have received incurred in respect of this Amendment in the amount of $5,000, with all fees due remaining unpaid and payable on or prior to the First Amendment Effective Date required incurred amounts to be paid subsequently upon request by the Administrative Agent. The Borrowers in connection with shall remain liable for all fees, expenses and other obligations due pursuant to the Loan Documents; and (e) The Borrowers and Guarantors shall have executed and delivered this Amendment and under any commitment letter or fee letter entered into in connection therewith (including, but not limited to, (i) any and all fees due and payable to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., U.S. Bank National Association and ▇▇▇▇▇ Fargo Securities LLC and (ii) fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Administrative Agent); (e) , together with any and all documents necessary to satisfy the Administrative Agent terms and the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, as may be reasonably requested in writing at least seven (7) Business Days prior to the First Amendment Effective Date; (f) on and as conditions of the First Amendment Effective Date, no Default or Event of Default has occurred and is continuing; (g) the representations and warranties of each Borrower set forth in the Credit Agreement are true and correct in all material respects as of the First Amendment Effective Date; and (h) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Company, certifying that the representations and warranties set forth in Section 2 of this Amendment shall be true and correct as of the First Amendment Effective DateAmendment.

Conditions Precedent to Effectiveness of Amendment. This Amendment shall become effective upon the date that Borrower, Agent and the Requisite Lenders shall have executed and delivered this Amendment; provided that Sections 2 and 3 hereof shall not become effective and until the First Amendment date (the “Effective Date shall not occur unless and until each of Date”) when the following additional conditions precedent have also been satisfied: (a) The Fourth Amendment to the Administrative Agent Forbearance Agreement shall have received counterparts of this Amendment been duly executed and delivered by the Borrowers, parties thereto and shall have become effective in accordance with the Consenting Lenders, the Extending Lenders terms thereof and the Administrative Agent; (b) the Administrative Agent shall have received a favorable written opinion complete and correct copy of such agreement. (ib) The Borrower shall have made the Expense Payment to the Agent according to the terms of Section 8 hereof. (c) The Agent shall have received four (4) fully-executed copies of a Joinder Agreement to Second Lien Credit Agreement, Subsidiaries Guaranty, Subsidiaries Security Agreement, and Subsidiary Pledge Agreement, duly executed and delivered by ▇▇▇▇▇▇ ▇. ▇▇▇▇Resources, Esq.LLC, in-house counsel to the Borrowers and a Delaware limited liability company (ii) “▇▇▇▇▇▇ ▇▇Resources”), together with all instruments, documents and agreements executed pursuant thereto (including, without limitation, a UCC-1 financing statement filed in favor of Agent as secured party, listing ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPResources, counsel to the Borrowersas debtor), dated the First Amendment Effective Date and addressed to the Administrative Agent and the Lendersin each case, covering such matters relating to the Borrowers, this Amendment, the Amended and Restated Credit Agreement and the transactions contemplated thereby as the Administrative Agent shall reasonably request; (c) the Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Borrower, the authorization of this Amendment, the Amended and Restated Credit Agreement and the transactions contemplated hereby and thereby and any other legal matters relating to the Borrowers, the Loan Documents, this Amendment the Amended and Restated Credit Agreement or the transactions contemplated hereby or thereby, all in form and substance reasonably satisfactory to the Administrative Agent;. (d) the Administrative The Agent shall have received all fees due and payable on or prior four (4) fully-executed copies of the Counterpart to the First Amendment Effective Date required to be paid Intellectual Property Security Agreement, duly executed and delivered by the Borrowers in connection with this Amendment and under any commitment letter or fee letter entered into in connection therewith (including, but not limited to, (i) any and all fees due and payable to ▇▇▇▇▇▇▇ LynchResources, Piercetogether with all instruments, documents and agreements executed pursuant thereto, in form and substance reasonably satisfactory to Agent. (e) The Agent shall have received four (4) fully-executed copies of a Pledge Amendment to Subsidiary Pledge Agreement, duly executed and delivered by ▇▇▇▇▇▇ & ▇▇▇▇▇ IncorporatedServices, JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., U.S. Bank National Association together with all instruments, documents and ▇▇▇▇▇ Fargo Securities LLC agreements executed pursuant thereto, in form and (ii) fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel substance reasonably satisfactory to the Administrative Agent); (e) the Administrative Agent and the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, as may be reasonably requested in writing at least seven (7) Business Days prior to the First Amendment Effective Date;. (f) on and as of the First Amendment Effective Date, no Default or Event of Default has occurred and is continuing; (g) the representations and warranties of each Borrower set forth in the Credit Agreement are true and correct in all material respects as of the First Amendment Effective Date; and (h) the Administrative The Agent shall have received a certificate signed by a Responsible Officer four (4) fully-executed copies of the CompanyFinancial Consultant Side Letter, certifying that duly executed and delivered by Agent, Borrower and the representations and warranties set forth in Section 2 of this Amendment shall be true and correct as of the First Amendment Effective Dateother Credit Parties.

Conditions Precedent to Effectiveness of Amendment. This Amendment The amendment to Section 2.18, the replacement of the terms “Adjusted LIBOR Rate,” “Alternate Rate”, “Alternate Rate Spread” and “LIBOR”, with the terms “Benchmark,” “Benchmark Adjustment” and “Term SOFR”, and all other amendments related to the replacement of LIBOR with SOFR as the benchmark index provided for herein (including the deletion and addition of certain defined terms, as set forth therein) shall not become be effective with respect to each Interest Accrual Period that commences after the date hereof, and all other amendments provided for herein shall be effective as of the First Amendment Effective Date shall not occur unless and until date hereof upon satisfaction of each of the following conditions precedent have conditions: [***] = Certain information has been satisfied:excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. (a) the Administrative Agent shall have received counterparts of this Amendment executed by the Borrowers, the Consenting Lenders, the Extending Lenders and the Administrative Agent; (b) the Administrative Agent shall have received a favorable written opinion of (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq., in-house counsel to the Borrowers and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrowers, dated the First Amendment Effective Date and addressed to the Administrative Agent and the Lenders, covering such matters relating to the Borrowers, this AmendmentThe Agent, the Amended and Restated Credit Agreement and the transactions contemplated thereby as the Administrative Agent shall reasonably request; (c) the Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Borrower, the authorization of this AmendmentManager, the Amended and Restated Credit Agreement and the transactions contemplated hereby and thereby and any other legal matters relating to the BorrowersServicer, the Loan Documents, this Amendment the Amended and Restated Credit Agreement or the transactions contemplated hereby or thereby, all in form and substance reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received all fees due and payable on or prior to the First Amendment Effective Date required to be paid by the Borrowers in connection with this Amendment and under any commitment letter or fee letter entered into in connection therewith (including, but not limited to, (i) any and all fees due and payable to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., U.S. Bank National Association and ▇▇▇▇▇ Fargo Securities LLC and (ii) fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Administrative Agent); (e) the Administrative Agent Seller and the Lenders shall have received all documentation executed and other information required by bank regulatory authorities under applicable “know your customer” delivered this Amendment, (ii) the Agent, the Borrower, the Servicer and anti-money laundering rules the Lenders shall have executed and regulations, including delivered the USA Patriot Act, as may be reasonably requested in writing at least seven Fourth Amended and Restated Lender Fee Letter; and (7iii) Business Days prior to Parent shall have executed and delivered a reaffirmation and acknowledgment regarding the First Amendment Effective Date;Parent Guaranty; and (fb) on The Agent shall have received updated Secretary’s Certificates from each of Borrower, Seller, Servicer and as of the First Amendment Effective DateManager that includes (i) authorizing resolutions, no Default or Event of Default has occurred (ii) updated incumbency certificates and is continuing;(iii) any updated organizational documents for each such entity; and (gc) The Agent shall have received (i) the representations and warranties of each Borrower Upfront Fee set forth in the Amended and Restated Fee Letter and (ii) the amendment fee set forth in Section 2.5(H) of the Credit Agreement are true and correct (without duplication of any other amendment fee paid on or about the effective date hereof). In addition, unless otherwise agreed in all material respects as advance by the Agent, it shall be a condition precedent to the making of an Advance on or after the First Amendment Effective Date; and date that is ten (h10) Business Days after the Administrative date of this Amendment, that the Agent shall have received a certificate signed by a Responsible Officer of customary legal opinions from counsel to the Company, certifying that Borrower and the representations Servicer addressing (i) authorization and warranties set forth in Section 2 enforceability of this Amendment shall be true and correct as the related amendments being adopted on the date hereof, (ii) security interest matters and (iii) confirmation of the First Amendment Effective Datebankruptcy opinion matters (or a new opinion in respect thereof).

Conditions Precedent to Effectiveness of Amendment. This Amendment shall not become effective and (the First “Eighth Amendment Effective Date shall not occur unless and until Date”) upon satisfaction of each of the following conditions precedent have been satisfiedconditions: (a) Each Borrower, the Administrative Loan Party Obligors, the Lenders and Agent shall have received counterparts of executed and delivered to the Agent this Amendment executed by and such other documents as the Borrowers, the Consenting Lenders, the Extending Lenders and the Administrative AgentAgent may reasonably request; (b) the Administrative Agent shall have received a favorable written opinion evidence satisfactory to Agent in its Permitted Discretion that each of (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq., in-house counsel to the Borrowers and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to conditions precedent set forth in Section 4 of the Borrowers, dated the First Amendment Effective Date and addressed to the Administrative Agent and the Lenders, covering such matters relating to the Borrowers, this Amendment, the Amended and Restated Credit Loan Agreement and the transactions contemplated thereby as the Administrative Agent shall reasonably requesthave been satisfied; (c) the Administrative Agent shall have received such documents any and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Borrower, the authorization of this Amendment, the Amended and Restated Credit Agreement and the transactions contemplated hereby and thereby and any other legal matters relating to the Borrowers, the Loan Documents, this Amendment the Amended and Restated Credit Agreement or the transactions contemplated hereby or thereby, all in form and substance reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received all fees due and payable on or prior to Agent as a result of the First Amendment Effective Date required to be paid transactions contemplated by the Borrowers in connection with this Amendment and under any commitment letter or fee letter entered into in connection therewith (including, but not limited to, a $375,000 amendment fee which shall be payable and net settled on the date of this Amendment and treated as creating original issue discount on the Loans under Treasury Reg. section 1.1273- 2(g)(2) for US federal income tax purposes); (d) All legal matters incident to the transactions contemplated hereby shall be reasonably satisfactory to counsel for the Agent; (e) Agent shall have received a final fully executed copy of the Seventh Amendment to Term Loan Agreement; (f) Agent shall have received evidence satisfactory to Agent as of the date hereof that Borrowers have received equity in the aggregate amount of $30,000,000; (g) Agent shall have received a fully executed copy of that certain Consent and Second Amendment to Amended and Restated Intercreditor Agreement, dated as of the date hereof, by and between Agent and Term Agent; (h) Agent shall have received a fully executed copy of the Amended and Restated Revolving Note dated as of the date hereof; (i) Agent shall have received for each Borrower and Loan Party Obligor, such Person’s (A) charter (or similar formation document), certified by the appropriate Governmental Authority; (B) good standing certificates in its state of incorporation (or formation) and in each other state requested by Agent; (C) bylaws (or similar governing document); (D) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; and (E) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that Agent and all fees due and payable to ▇L▇▇▇▇▇▇ Lynchmay conclusively rely on each such certificate until formally advised by a like certificate of any changes therein), Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., U.S. Bank National Association all certified by its secretary or an assistant secretary (or similar officer) as being in full force and ▇▇▇▇▇ Fargo Securities LLC and (ii) fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Administrative Agent)effect without modification; (ej) the Administrative Agent and the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, as may be certified copies of Uniform Commercial Code search reports dated a date reasonably requested in writing at least seven (7) Business Days prior near to the First Amendment Effective Datedate hereof, listing all effective financing statements which name any Borrower and Loan Party Obligor as debtors and such other Uniform Commercial Code termination statements as Agent may reasonably request; (fk) on and as Agent shall have received opinions of the First Amendment Effective Date, no Default or Event of Default has occurred and is continuing; (g) the representations and warranties of counsel for each Borrower set forth in the Credit Agreement are true and correct in all material respects as of the First Amendment Effective DateLoan Party Obligor, including local counsel reasonably requested by Agent; and (hl) the Administrative Agent shall have received a certificate signed each document (including Uniform Commercial Code financing statements) required under law or reasonably requested by a Responsible Officer Agent to be filed, registered or recorded in order to create in favor of Agent, for the benefit of the CompanyLenders, certifying that a perfected Lien on the representations and warranties set forth collateral described therein, in Section 2 of this Amendment shall be true and correct as of the First Amendment Effective Dateproper form for filing, registration or recording.

Conditions Precedent to Effectiveness of Amendment. This The effectiveness of this Amendment shall not become effective is subject to and contingent upon the First Amendment Effective Date shall not occur unless fulfillment of each and until each every one of the following conditions precedent have been satisfiedconditions: (a) the Administrative Agent shall have received counterparts of this Amendment Amendment, duly executed by the Borrowers, the Consenting Borrowers and all Lenders, the Extending Lenders and the Administrative Agent; (b) the Administrative Agent shall have received payment of a favorable written opinion fee, for the ratable benefit of (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq., in-house counsel to the Borrowers and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrowers, dated the First Amendment Effective Date and addressed to the Administrative Agent and the Lenders, covering such matters relating equal to the Borrowers, this Amendment, the Amended and Restated Credit Agreement and the transactions contemplated thereby as the Administrative Agent shall reasonably request$30,000; (c) the Administrative Agent shall have received the Term C Notes payable to each Lender in the amount of such Lender’s respective Term Loan C Commitment, duly executed by Borrowers; (d) Lenders shall have reviewed to their satisfaction the Agreement and Plan of Merger and related documents and certificates agreements in connection with the ELA Acquisition, and shall have received an executed collateral assignment of Parent’s rights arising under such Agreement and Plan of Merger, in form and substance satisfactory to Agent; (e) [will this be true as for closing and funding of Term Loan C?] Agent shall have received evidence that the Administrative closing, consummation and satisfaction of all conditions precedent in connection with the ELA Acquisition have been made in accordance with the terms of the Agreement and Plan of Merger and all applicable laws, rules and regulations, and confirmation that the assets of ELA are free and clear of all claims and rights of third Persons, other than Permitted Liens; (f) Agent may reasonably request shall have received executed settlement and release agreements, with disbursement instructions, relating to the organizationpayoff of (i) GE Capital with respect to its loan secured by the Fullerton Real Estate, existence (ii) Commerce Bank with respect to its loan secured by the Acton Real Estate, and good standing (iii) the sellers (and any debt of each BorrowerELA that is to be paid at closing in accordance with the Stock Purchase Agreement) in connection with the ELA Acquisition, the authorization of this Amendmenttogether with such releases and UCC-3 termination statements with respect to such payoff, the Amended in form and Restated substance satisfactory to Agent; (g) Agent shall have received an Addendum to Revolving Credit Agreement and the transactions contemplated hereby an Addendum to Security Agreement, duly executed by ELA, together with all Schedules thereto, in form and thereby substance satisfactory to Agent and any other legal matters relating Lenders; (h) Agent shall have received an updated draft of Schedule 1 to the BorrowersParent’s Stock Pledge Agreement listing 100% of the membership interest of ELA; (i) Agent shall have received, for the pro rata account of Lenders, all Expenses owing on the Amendment Date; (j) No Material Adverse Effect shall have occurred and be continuing, as determined by Lenders in their reasonable discretion; (k) No Event of Default or Unmatured Event of Default shall have occurred and be continuing; and (l) All of the representations and warranties set forth herein, in the Loan Documents and in the Agreement shall be true, complete and accurate in all respects as of the date hereof (except for representations and warranties which are expressly stated to be true and correct as of an earlier date). (m) With respect to ELA: (i) receipt by Agent of a Certificate of the Corporate Secretary of ELA, dated as of the Amendment Date, certifying (1) the incumbency and signatures of the Responsible Officers of ELA who are executing this Agreement and the Loan Documents on behalf of ELA; (2) the Articles of Organization and Operating Agreement of ELA, and all amendments thereto, as being true and correct and in full force and effect; and (3) the resolutions of the Board of Directors of ELA as being true and correct and in full force and effect, authorizing the execution and delivery of this Agreement and the Loan Documents, this Amendment the Amended and Restated Credit Agreement or authorizing the transactions contemplated hereby hereunder and thereunder, and authorizing the Responsible Officers of ELA to execute the same on behalf of ELA; (ii) receipt by Agent of ELA’s Articles of Organization and all amendments thereto, certified by the Secretary of State of its state of organization and dated a recent date prior to the Amendment Date; (iii) receipt by Agent of a certificate of status and good standing for ELA, dated a recent date prior to the Amendment Date, showing that ELA is in good standing under the laws of the state of its organization; (iv) receipt by Agent of Uniform Commercial Code and other public record searches with respect to ELA, in each case reasonably satisfactory to Agent; and (v) receipt by Agent of copies of insurance binders or therebyinsurance certificates for ELA; (p) With respect to the Saugus Real Estate and Boxborough Real Estate, Agent shall have received duly executed and issued amendments and endorsements, in form and substance satisfactory to Agent, of the existing deed of trust and mortgage and policies of title insurance as may be required by Agent to reflect the Term Loans C. (q) With respect to the Fullerton Real Estate, Agent shall have received duly executed and issued deed of trust, assignment of rents and fixture filing, and a policy of title insurance, together with a Phase II Environmental Site Assessment report respecting such property (including conceptual cost estimates), all in form and substance reasonably satisfactory to the Administrative Agent and as may otherwise be required by Agent;. (dr) With respect to the Administrative Acton Real Estate, Agent shall have received duly executed and issued mortgage, assignment of rents and fixture filing, and a policy of title insurance, together with a Phase II Environmental Site Assessment report respecting such property (including conceptual cost estimates), all fees due in form and payable on or prior substance satisfactory to the First Amendment Effective Date Agent and as may otherwise be required to be paid by the Borrowers Agent. (s) receipt by Agent of such other documents, instruments and agreements as Agent may reasonably request in connection with this Amendment the transactions contemplated hereunder or to perfect or protect the liens and under any commitment letter or fee letter entered into security interests granted to Agent for the ratable benefit of Lenders in connection therewith (including, but not limited to, (i) any and all fees due and payable to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., U.S. Bank National Association and ▇▇▇▇▇ Fargo Securities LLC and (ii) fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Administrative Agent)herewith; (e) the Administrative Agent and the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, as may be reasonably requested in writing at least seven (7) Business Days prior to the First Amendment Effective Date; (f) on and as of the First Amendment Effective Date, no Default or Event of Default has occurred and is continuing; (g) the representations and warranties of each Borrower set forth in the Credit Agreement are true and correct in all material respects as of the First Amendment Effective Date; and (h) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Company, certifying that the representations and warranties set forth in Section 2 of this Amendment shall be true and correct as of the First Amendment Effective Date.

Conditions Precedent to Effectiveness of Amendment. This Amendment shall not become effective when, and only when, the First Amendment Effective Date Administrative Agent shall not occur unless and until each of the following conditions precedent have been satisfiedreceived: (a) the Administrative Agent shall have received counterparts of this Amendment duly executed by the BorrowersBorrower, the Consenting Guarantor, Administrative Agent and Lenders, the Extending Lenders and the Administrative Agent; (b) the Administrative Agent shall have received a favorable written opinion of an officer’s certificate from Borrower with appropriate certifications and attachments, including (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇resolutions of the board of directors (or other governing body) of the Borrower certified by the Secretary (or other custodian of records) of the Borrower which authorize the execution, Esq.delivery, in-house counsel to and performance by the Borrowers and Borrower of this Amendment; (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel a certification that the Organizational Documents of the Borrower certified by the Secretary of State of the State of Maryland attached to the BorrowersSecretary’s Certificate of the Borrower dated as of March 11, dated 2014 have not been amended since the First Amendment Effective Date date of such certificate and addressed remain in full force and effect, (iii) a certification that the Operating Documents of the Borrower attached to the Administrative Agent Secretary’s Certificate of the Borrower dated as of March 11, 2014 have not been amended since the date of such certificate and remain in full force and effect; and (iv) an incumbency certificate of authorized signors of the Lenders, covering such matters relating to the Borrowers, this Amendment, the Amended and Restated Credit Agreement and the transactions contemplated thereby as the Administrative Agent shall reasonably requestBorrower; (c) an officer’s certificate from Guarantor with appropriate certifications and attachments, including (i) resolutions of the Administrative Agent shall have received such documents board of directors (or other governing body) of the Guarantor certified by the Secretary (or other custodian of records) of the Guarantor which authorize the execution, delivery, and certificates as performance by the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Borrower, the authorization Guarantor of this Amendment, ; (ii) a certification that the Amended and Restated Credit Agreement and Organizational Documents of the transactions contemplated hereby and thereby and any other legal matters relating Guarantor certified by the Secretary of State of the State of Delaware attached as an exhibit to the BorrowersSecretary’s Certificate of the Borrower dated as of April 15, 2014 have not been amended since the Loan Documentsdate of such certificate and remain in full force and effect, this Amendment (iii) a certification that the Amended and Restated Credit Agreement or Operating Documents of the transactions contemplated hereby or thereby, all in form and substance reasonably satisfactory Guarantor attached to the Administrative AgentSecretary’s Certificate of the Borrower dated as of April 15, 2014 have not been amended since the date of such First Amendment to Loan Documents – Page 20 850755.00002 certificate and remain in full force and effect; and (iv) an incumbency certificate of authorized signors of the Guarantor; (d) the Administrative Agent shall have received all fees and other amounts due and payable on or prior payable, including, to the First Amendment Effective Date extent invoiced, reimbursement or payment of all legal fees and expenses of Administrative Agent’s counsel, and all out-of-pocket expenses required to be reimbursed or paid by Borrower hereunder; and (e) such other documents or items as the Borrowers Administrative Agent, the Lenders or their counsel may reasonably request in connection with this Amendment and under any commitment letter or fee letter entered into in connection therewith (including, but not limited to, (i) any and all fees due and payable to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., U.S. Bank National Association and ▇▇▇▇▇ Fargo Securities LLC and (ii) fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Administrative Agent); (e) the Administrative Agent and the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, as may be reasonably requested in writing at least seven (7) Business Days prior to the First Amendment Effective Date; (f) on and as of the First Amendment Effective Date, no Default or Event of Default has occurred and is continuing; (g) the representations and warranties of each Borrower set forth in the Credit Agreement are true and correct in all material respects as of the First Amendment Effective Date; and (h) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Company, certifying that the representations and warranties set forth in Section 2 of this Amendment shall be true and correct as of the First Amendment Effective DateAmendment.

Conditions Precedent to Effectiveness of Amendment. This Amendment Amendment, including the effectiveness of the amendments to the Collateral Trust Agreement contained in Section 1 of this Amendment, shall not become effective and the First provisions set forth in Section 1 of this Amendment shall become operative on the date (the “Amendment No. 1 Effective Date shall not occur unless and until each of Date”) on which the following conditions precedent have been satisfiedare satisfied or waived by each applicable party hereto: (a) the Administrative Agent Collateral Trustee shall have received executed counterparts of to this Amendment executed by the Borrowers, the Consenting Lenders, the Extending Lenders and the Administrative AgentSecurity Agreement Amendment from each person respectively party thereto; (b) the Administrative Agent Collateral Trustee shall have received a favorable written opinion from the Parent an executed copy of the Additional Parity Lien Debt Certificate (iincluding the executed copy of the Reaffirmation Agreement to be attached thereto as Exhibit 1) ▇▇▇▇▇▇ ▇. ▇▇▇▇dated on or about the date hereof, Esq., in-house counsel pursuant to which the Borrowers Parent will have designated the New Notes as Parity Lien Debt under and (iiin accordance with Section 3.8(b) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to of the Borrowers, dated the First Amendment Effective Date and addressed to the Administrative Agent and the Lenders, covering such matters relating to the Borrowers, this Amendment, the Amended and Restated Credit Agreement and the transactions contemplated thereby as the Administrative Agent shall reasonably requestCollateral Trust Agreement; (c) the Administrative Agent Collateral Trustee shall have received such documents from the Parent an executed copy of an Officer’s Certificate dated on or about the date hereof, pursuant to which the Parent will have certified that the Indebtedness under the New Notes is permitted to be incurred and certificates as the Administrative Agent may reasonably request relating to the organization, existence secured with a Parity Lien equally and good standing of each Borrower, the authorization of this Amendment, the Amended and Restated Credit Agreement and the transactions contemplated hereby and thereby and any ratably with all other legal matters relating to the Borrowers, the Loan Documents, this Amendment the Amended and Restated Credit Agreement or the transactions contemplated hereby or thereby, all in form and substance reasonably satisfactory to the Administrative AgentParity Lien Debt; (d) the Administrative Agent Collateral Trustee shall have received all fees due and payable on or prior to the First Amendment Effective Date required to be paid by the Borrowers in connection with this Amendment and under any commitment letter or fee letter entered into in connection therewith (including, but not limited to, (i) any and all fees due and payable to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., U.S. Bank National Association and ▇▇▇▇▇ Fargo Securities LLC and (ii) fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, from counsel to the Administrative Agent)Parent an opinion letter addressing such matters as are required under Section 7.1(c) of the Collateral Trust Agreement; (e) the Administrative Agent and the Lenders Collateral Trustee shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsan executed copy of the New Notes Indenture, including which shall contain an Additional Secured Debt Designation in accordance with the USA Patriot Act, as may be reasonably requested in writing at least seven (7) Business Days prior to the First Amendment Effective DateCollateral Trust Agreement; (f) on the Collateral Trustee shall have received evidence satisfactory to it that the New Notes have been issued by the Issuers under the New Notes Indenture and as of the First Amendment Effective Date, no Default or Event of Default has occurred transactions contemplated by the New Notes Indenture and is continuing;the Offering Memorandum have been consummated in accordance with their terms; and (g) the representations and warranties of each Borrower set forth in the Credit Agreement are true and correct in all material respects as of the First Amendment Effective Date; and (h) the Administrative Agent Collateral Trustee shall have received an executed copy of a certificate signed Collateral Trust Joinder, executed by a Responsible Officer the New Notes Indenture Trustee as Parity Lien Representative for the holders of the Company, certifying that the representations and warranties set forth in Section 2 of this Amendment shall be true and correct as of the First Amendment Effective DateNew Notes.