Common use of Conditions to Effectiveness Clause in Contracts

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arranger. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party thereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, of each Loan Party, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (v) certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vi) a favorable written opinion of ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLC, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Lenders shall reasonably request; (vii) a certificate in the form of Exhibit 3.1(b)(vii), dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viii) a certificate dated the Closing Date and signed by a Responsible Officer certifying (A) that since March 31, 2007 there has been no event or condition which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations or filings required to be made or obtained by each Loan Party in connection with the Loans and any transaction being financed with the proceeds of the Loans; (x) duly executed payoff letters, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreement.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.29.2). (a) The Administrative Agent and the Joint Lead Arrangers shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Credit Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arrangerthe Joint Lead Arrangers. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy or .pdf transmission of a signed an executed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lenderevidence that (A) the Borrower has delivered notice of its termination of commitments under the Existing Credit Agreements to the Administrative Agent three Business Days prior to the Closing Date, duly executed Notes payable to such Lender(B) all amounts outstanding under the Existing Credit Agreements have been paid (including, without limitation, principal, interest and fees), or will be repaid substantially concurrently with the closing of this Agreement, and (C) the “commitments” of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this Agreement; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan Partythe Borrower in the form of Exhibit 3.1(b)(iii), attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Credit Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party the Borrower executing the Loan Documents to which it is a partyCredit Documents; (viv) certified copies of the articles or certificate of incorporation or other charter documents of each Loan Partythe Borrower, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction jurisdictions of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporationthe Borrower; (viv) a favorable written opinion of ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLC, inside or outside counsel to the Loan PartiesBorrower, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan PartiesBorrower, the Loan Credit Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viivi) a certificate in the form of Exhibit 3.1(b)(vii3.1(b)(vi), dated the Closing Date and signed by a Responsible Financial Officer, confirming compliance with certifying that (A) no Default or Event of Default exists, (B) all representations and warranties of the conditions Borrower set forth in paragraphs the Credit Documents are true and correct in all material respects and (aC) since September 30, 2020, there shall have been no material adverse change in the business, condition (financial or otherwise), operations, liabilities (b) and (c) of Section 3.2 andcontingent or otherwise), further, demonstrating compliance with Sections 6.1 and 6.2 as properties or prospects of the most recent fiscal quarter endedBorrower and its subsidiaries taken as a whole; (viiivii) if a certificate dated Borrowing will be made on the Closing Date and signed by a Responsible Officer certifying (A) that since March 31, 2007 there has been no event or condition which has had or could reasonably be expected to have, either individually or in the aggregateDate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations or filings required to be made or obtained by each Loan Party in connection with the Loans and any transaction being financed with the proceeds of the Loans; (x) duly executed payoff letters, in form Notice of Borrowing and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof; (viii) [Reserved.]; (ix) copies of (A) the quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the fiscal quarter ending on December 31, 2020 and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the fiscal year ending September 30, 2020 (it being agreed that this clause (ix) is satisfied by the Borrower’s filings with the Securities and Exchange Commission prior to the date hereof); and (x) such other documents, certificates or information as the Joint Lead Arrangers may reasonably request, all in form and substance reasonably satisfactory to the Joint Lead Arrangers. (c) To the extent requested by the Administrative Agent in writing not less than five (5) Business Days prior to the Closing Date, the Administrative Agent shall have received, not later than two (2) calendar days prior to the Closing Date, all documentation and other information with respect to the Borrower that the Administrative Agent reasonably believes is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act (as defined below). (d) At least five (5) days prior to the Closing Date, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to the Borrower.

Conditions to Effectiveness. The obligations This Amendment shall become effective as of the Lenders (including the Swingline Lender) initially to make Loans Effective Date when and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). (a) The if Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arranger. (b) The Administrative Agent (or its counsel) shall have has received the following: (ia) a counterpart of this Agreement signed Amendment, duly executed by or on behalf of Borrower, each party thereto or written evidence satisfactory to the Guarantor and Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementAgent; (iib) if requested by any LenderAdministrative Agent, duly executed Notes payable a certificate of a Responsible Officer, certifying the names and true signatures of the officers of Borrower authorized to such Lenderexecute and deliver this Amendment; (iiii) if requested by Administrative Agent, for Borrower and each Guarantor that is not a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretarypartnership, or manager or member, as applicable, of each Loan Party, attaching and certifying copies of its bylaws and of the resolutions of its boards the Board of directorsManagers or Board of Directors of Borrower or such Guarantor, or partnership agreement or limited liability company operating agreement, or comparable organizational documents approving and authorizations, authorizing the execution, delivery and performance by Borrower or such Guarantor of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (v) certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vi) a favorable written opinion of ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLC, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents this Amendment and the transactions contemplated therein as the Administrative Agent or the Lenders shall reasonably request; (vii) a certificate in the form of Exhibit 3.1(b)(vii)hereby, dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viii) a certificate dated the Closing Date and signed certified by a Responsible Officer certifying (A) that since March 31, 2007 there has been no event of Borrower or condition which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, such Guarantor; and (Bii) as to the absence for each Guarantor that is a partnership, evidence of any action, suit, investigation or proceeding pending or, to the knowledge approval and authorization of the Borrowerexecution, threatened in any court delivery and performance by such Guarantor of this Amendment and the transactions contemplated hereby, accompanied by a certificate from the general partner or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effectother appropriate managing partner; (ixd) certified copies of all consents, approvals, authorizations, registrations or filings required to be made or obtained if requested by each Loan Party in connection with the Loans and any transaction being financed with the proceeds of the Loans; (x) duly executed payoff letters, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers a Responsible Officer (or general partner or other appropriate managing partner, as applicable) of each Loan PartyGuarantor, describing in reasonable detail certifying the types names and amounts true signatures of insurance (property the officers of such Guarantor authorized to execute and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicabledeliver this Amendment; and (xive) a duly executed funds disbursement agreementsuch other assurances, certificates, Loan Documents, other documents, consents and opinions as Administrative Agent may reasonably require.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the each Issuing Bank initially to issue any Letter Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).10.2 or otherwise permitted to be satisfied after the Closing Date pursuant to Section 5.23): (a) The Administrative Agent shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the Closing Date, including including, without limitation, reimbursement or payment of all reasonable and documented out-of-pocket expenses of the Administrative Agent, the Lead Arrangers and their Affiliates (including reasonable and documented fees, charges and disbursements of one primary counsel to the Administrative Agent, one local counsel in each applicable jurisdiction and any special regulatory counsel) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securitiesthe Lead Arrangers, LLCin each case, as Arrangerto the extent that a detailed invoice is delivered to the Borrower at least two (2) Business Days prior to the Closing Date. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan PartyParty in the form of Exhibit 3.1(b)(ii), attaching and certifying copies of its bylaws and (A) such Loan Party’s articles or certificate of incorporation, formation, organization or limited partnership, or other registered organizational documents, certified as of a recent date by the Secretary of State of the jurisdiction of organization of such Loan Party; (B) such Loan Party’s bylaws, limited liability company agreement or partnership agreement, as applicable; (C) the resolutions of its boards such Loan Party’s board of directors, managers, members, general partner or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizationsother equivalent governing body, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the nameparty, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vD) certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available applicable, from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party which owns a Borrowing Base Asset is required to be qualified to do business as a foreign corporationcompany, in each case as of a recent date, and (E) a certificate of incumbency containing the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which such Loan Party is a party; (viiii) a favorable written opinion opinions of (A) ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ LLP, counsel to the Loan Parties; and (B) DLA Piper LLP, a Maryland counsel to the Loan Parties, and (C) Albright, Stoddard, ▇▇▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLC▇▇, Nevada counsel to the Loan Parties, each addressed to the Administrative Agent Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viiiv) a certificate in the form of Exhibit 3.1(b)(vii3.1(b)(iv), dated the Closing Date and signed by a Responsible Officer, confirming compliance with certifying that after giving effect to the conditions transactions contemplated hereby, (A) no Default or Event of Default has occurred and is continuing on the Closing Date, (B) all representations and warranties of each Loan Party set forth in paragraphs the Loan Documents are true and correct in all material respects (aother than those representations and warranties that are expressly qualified by Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects), (bC) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viii) a certificate dated the Closing Date and signed by a Responsible Officer certifying (A) that since March 31, 2007 2015, there has been no event or condition change which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse EffectEffect and (D) the condition set forth in clauses (b)(vi) and (b)(vii) below has been satisfied; (ixv) certified copies of all material consents, approvals, authorizations, registrations or and filings and orders required to be made or obtained under any Requirement of Law, or by any Material Indebtedness of any Loan Party, in each Loan Party case, as of the Closing Date, in connection with the Loans execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby shall have been obtained and shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (vi) copies of (A) pro forma consolidated financial statements for the REIT Guarantor and its Subsidiaries for the fiscal year ended December 31, 2014, including in each case the related statements of income, shareholders’ equity and cash flows, in form and substance reasonably satisfactory to the Lead Arrangers; and (B) financial projections on a quarterly basis for the Fiscal Year ending December 31, 2015 and annually thereafter through December 31, 2018; (vii) a duly completed and executed Compliance Certificate, including calculations of the Loansfinancial covenants set forth in Article VI hereof as of March 31, 2015, calculated on a pro forma basis after giving effect to the transactions contemplated hereby as if the same had occurred as of the first day of the four (4) Fiscal Quarter period ending on March 31, 2015 (and setting forth in reasonable detail such calculations); (viii) a certificate, dated the Closing Date and signed by the chief financial officer of the REIT Guarantor and the Borrower confirming that after giving effect to the execution and delivery of the Loan Documents and the consummation of the transactions contemplated hereby, each of (A) the REIT Guarantor, (B) the Borrower and (C) the Loan Parties and their Subsidiaries, on a consolidated basis, are Solvent; (ix) copies of UCC, tax and judgment lien search reports in all necessary jurisdictions of the Loan Parties, as requested by the Administrative Agent, indicating that there are no existing Liens with respect to the Loan Parties other than Permitted Encumbrances, Liens set forth on Schedule 7.2 and Liens to be released on the Closing Date; (x) copies of a duly executed payoff lettersletter, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness the administrative agent under the Borrower’s $100,000,000 Revolving Existing Credit Agreement dated December 10, 2004Agreement, together with evidence (a) UCC-3 or other appropriate termination statements, mortgage discharges and terminations, in each case in form and substance satisfactory to the Administrative Agent as Agent, releasing all liens of the lenders under the Existing Credit Agreement upon any of the personal property of the Borrower and its Subsidiaries granted pursuant to the termination Existing Credit Agreement and related financing documents, (b) cancellations and releases, in form and substance satisfactory to the Administrative Agent, releasing all liens of the Commitments thereunderlenders under the Existing Credit Agreement upon any of the Real Estate of the Borrower and its Subsidiaries granted pursuant to the Existing Credit Agreement and related financing documents, and (c) any other releases, terminations or other documents reasonably required by the payment in full Administrative Agent to evidence the payoff of all obligations owing thereunder Indebtedness owed to the lenders issued or incurred pursuant to the Existing Credit Agreement and the release of any and all liens and security interests securing such obligationsrelated financing documents; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2)[Reserved]; (xii) a certificate each of insurance issued the Borrowing Base Asset Deliverables with respect to each Real Property Asset listed on behalf Part I of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under all liability insurance;Schedule 4.18; and (xiii) duly executed Notices a Borrowing Base Certificate, dated as of Borrowingthe Closing Date and signed by a Responsible Officer of the Borrower or the REIT Guarantor, if applicablesubstantially in the form of Exhibit B; and (xiv) at least three (3) days prior to the Closing Date, all documentation and other information with respect to the Borrower and each other Loan Party that the Administrative Agent or any Lender reasonably determines is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation the Patriot Act, to the extent reasonably requested by the Administrative Agent at least ten (10) days before the Closing Date. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a duly executed funds disbursement agreementLender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America SecuritiesSunTrust Capital Markets, LLCInc., as Arranger. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Revolving Credit Notes and Term A Notes payable to such Lender, and a duly executed Swingline Note payable to the Swingline Lender; (iii) a the duly executed Subsidiary Guarantee Guaranty Agreement and Indemnity and Contribution Agreement; (iv) copies of duly executed payoff letters or similar agreements, in form and substance satisfactory to Administrative Agent, executed by each of the Existing Lenders (other than SunTrust Bank) and the Existing Noteholders, together with (a) UCC-3 or other appropriate termination statements, in form and substance satisfactory to Administrative Agent, releasing all liens of the Existing Lenders and the Existing Noteholders upon any of the personal property of any Loan Party, or satisfactory authorizations to file terminations statements, (b) cancellations and releases, in form and substance satisfactory to the Administrative Agent, releasing all Liens of the Existing Lenders and the Existing Noteholders upon any of the Real Estate, Trademarks, Copyrights and other intellectual property of any Loan Party, and (c) any other releases, terminations or other documents reasonably required by the Administrative Agent to evidence the payoff of the Existing Lender Obligations and the Existing Noteholder Obligations; (v) the duly executed Security Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized or executed (as appropriate) by the Borrower and the Subsidiary Loan Parties, (B) copies of favorable UCC, tax, judgment and lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Loan Parties requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, (C) a Perfection Certificate duly completed and executed by the Borrower with respect to the Borrower and its Subsidiaries prior to the giving effect to the Acquisition, (D) a Perfection Certificate duly completed and executed by Frontstep with respect to Frontstep and its Subsidiaries, (E) duly executed landlord waivers and/or warehouseman or bailee agreements as requested by the Administrative Agent and (F) a certified copy of all domestic material leases of Real Estate; (vi) the duly executed Domestic Pledge Agreement, together with (A) original stock certificates evidencing the issued and outstanding shares of Capital Stock of the Loan Parties pledged to the Administrative Agent pursuant thereto, (B) stock powers or other appropriate instruments of transfer executed in blank with respect to such stock certificates, and (C) executed originals of promissory notes evidencing all Indebtedness owed by the Borrower or any of its Subsidiaries to any Loan Party, in form and substance satisfactory to the Administrative Agent, endorsed in blank; (vii) duly executed originals of Trademark Security Agreements and Copyright Security Agreements, each dated the Closing Date and signed by each Loan Party which owns Trademarks and Copyrights, as applicable, all in form and substance reasonably satisfactory to the Administrative Agent, together with all instruments, documents and agreements executed pursuant thereto; (viii) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan Party, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vix) certified copies of the articles or certificate of incorporation incorporation, certificate of organization or limited partnership, or other charter registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vix) a favorable written opinion of ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLC, opinions from counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Lenders shall reasonably request; (viixi) a certificate in the form of Exhibit 3.1(b)(vii)certificate, dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 3.2; (xii) a duly executed Notice of Borrowing; (xiii) a duly executed funds disbursement agreement; (xiv) a duly executed Borrowing Base Certificate dated as of the most recent fiscal quarter endedClosing Date, which shall show that after giving effect to the Revolving Loans to be made on the Closing Date, Excess Availability is at least $5,000,000; (viiixv) a certificate dated certified copy of the Closing Date Foothill Warrant and signed all other warrants issued by a Responsible Officer certifying (A) that since March 31the Borrower or any of its Subsidiaries, 2007 there has been no event or condition which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, form and (B) as substance satisfactory to the absence of any actionAdministrative Agent, suit, investigation with no put or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effectredemption rights; (ixxvi) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or filings required advisable to be made or obtained under any Requirement of Law, or by each Loan Party in connection with the Loans and any transaction being financed with the proceeds of the Loans; (x) duly executed payoff letters, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization Contractual Obligation of each Loan Party, together in connection with copies the execution, delivery, performance, validity and enforceability of the Related Transaction Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect, all financing statements on file in such jurisdictions (with all attachments) applicable waiting periods shall have expired and evidence that no Liens exist on investigation or inquiry by any assets or properties of Governmental Authority regarding any such Loan Party (other than Liens permitted by Section 7.2)Related Transaction shall be ongoing; (xiixvii) copies of (A) the internally prepared quarterly financial statements of Borrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter ending on December 31, 2002, and (B) the audited consolidated financial statements for Borrower and its Subsidiaries for the Fiscal Year ending September 30, 2002; (xviii) copies of (A) the internally prepared quarterly financial statements of Frontstep and its Subsidiaries on a consolidated basis for the Fiscal Quarter ending on December 31, 2002, and (B) the audited consolidated financial statements for Frontstep and its subsidiaries for the Fiscal Year ending June 30, 2002; (xix) a certificate certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Transaction Documents, together with (A) the Projections, (B) a Pro Forma Balance Sheet for Borrower as of September 30, 2002; (xx) certificates of insurance issued on behalf of insurers of each the Loan PartyParties, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such the Loan PartyParties, in compliance with the requirements of Section 5.8, naming the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowinginsured, if applicabletogether with loss payable endorsements in favor of, and in form and substance satisfactory to, the Administrative Agent; and (xivxxi) a duly satisfactory field audit of all Accounts, in form and substance reasonably satisfactory to the Administrative Agent and completed by auditors and appraisers selected by the Administrative Agent. (c) The Administrative Agent shall have received fully executed funds disbursement agreementcopies of the principal Acquisition Documents and any other Acquisition Documents requested by the Administrative Agent, certified as true, correct and complete by an authorized officer of Borrower, together with evidence that (i) the aggregate amount paid in cash, plus all Indebtedness (other than trade payables) assumed, in connection with the Acquisition is less than or equal to $21,500,000, (ii) the certificate of merger with respect to merging Frontstep and the Acquisition Sub has been filed with the Ohio Secretary of State, and (iii) upon the funding of the Term A Loan and the initial Revolving Loan, the Acquisition shall immediately be consummated in accordance with the terms of the Acquisition Documents.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially Noteholders to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit purchase Notes hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).): (a) The Administrative Agent and the Noteholders shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the Closing Date, including including, without limitation, reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Noteholders and their Affiliates (including reasonable fees, charges and disbursements of one firm of outside counsel for the Administrative Agent and one firm of outside counsel for the Required Noteholders, and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) to the Administrative Agent) required to be reimbursed or paid by the Borrower Issuer hereunder, under any other Loan Note Document and under any agreement with the Administrative Agent. The Administrative Agent or Banc shall have received a fully executed copy of America Securities, LLC, as Arrangerthe Agent Fee Letter. (b) The Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received the following, each to be in form and substance satisfactory to the Required Noteholders: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan PartyNote Party in the form of Exhibit 3.1(b)(ii), attaching and certifying copies of its bylaws and of the resolutions of its boards of directorsbylaws, or partnership agreement or limited liability company operating agreement, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Note Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Note Party executing the Loan Note Documents to which it is a party; (viii) certified copies of the articles or certificate of incorporation incorporation, certificate of organization or limited partnership, or other charter registered organizational documents of each Loan Note Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporationNote Party; (viiv) a favorable written opinion opinions of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and Squire ▇▇▇▇▇▇ ▇▇▇▇▇ PLLCLLP, counsel to the Loan Note Parties, addressed to the Administrative Agent and each of the LendersNoteholders, and covering such matters relating to the Loan Note Parties, the Loan Note Documents and the transactions contemplated therein as the Required Noteholders shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent or and the Lenders shall reasonably requestNoteholders); (viiv) a certificate in the form of Exhibit 3.1(b)(vii3.1(b)(v), dated the Closing Date and signed by a Responsible Officer, confirming compliance with certifying that immediately after giving effect to the conditions purchase of the Notes, (A) no Default or Event of Default exists, (B) all representations and warranties of each Note Party set forth in paragraphs the Note Documents are true and correct in all material respects (aother than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respects), (bC) since the date of the financial statements of the Issuer described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect and (cD) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as immediately after giving pro forma effect to the purchase of the most recent fiscal quarter endedNotes and the consummation of the Closing Date Transactions, the Surplus and Liquidity Amount is not less than $125,000,000; (vi) a duly executed Notice of Issuance shall have been delivered in accordance with Section 2.2, together with a flow of funds setting forth the sources and uses of the proceeds hereof; (vii) copies of all consents, approvals, authorizations, registrations and filings and orders required to be made or obtained under any Requirement of Law, or by any Material Agreement of any Note Party, in connection with the execution, delivery, performance, validity and enforceability of the Note Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any use of the proceeds thereof shall be ongoing; (viii) copies of (A) the Historical Financial Statements and (B) financial projections on a certificate monthly basis through the Fiscal Month ending September 30, 2022; (ix) a duly completed and executed Compliance Certificate, including calculations of the financial covenants set forth in Article VI hereof for the last 12 Fiscal Months ended September 30, 2019, calculated on a pro forma basis as if the Closing Date Transactions had occurred as of the first day of the relevant period for testing compliance (and setting forth in reasonable detail such calculations); (x) evidence that the issuance of the Closing Date Warrants shall have been or, substantially concurrently with the purchase of the Notes under this Agreement shall be, issued on terms and conditions reasonably acceptable to the Required Noteholders; (xi) a certificate, dated the Closing Date and signed by a Responsible Officer certifying (A) of the Issuer, confirming that since March 31the Note Parties and their Subsidiaries, 2007 there has been no event or condition which has had or could reasonably be expected to havetaken as a whole, either individually or in the aggregate, a Material Adverse Effect, and (B) as are Solvent immediately after giving effect to the absence of any action, suit, investigation or proceeding pending or, to the knowledge purchase of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations or filings required to be made or obtained by each Loan Party in connection with Notes and the Loans and any transaction being financed with the proceeds consummation of the Loans; (x) duly executed payoff letters, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2)Closing Date Transactions; (xii) the Guaranty and Security Agreement, duly executed by the Issuer and each of the Subsidiary Note Parties, together with (A) UCC financing statements and other applicable documents under the laws of all necessary jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as reasonably requested by the Required Noteholders in order to perfect such Liens, duly authorized by the Note Parties, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary jurisdictions and under all legal and trade names of the Note Parties, as reasonably requested by the Required Noteholders, indicating that there are no prior Liens on any of the Collateral other than Liens permitted under Section 7.2 and Liens to be released on the Closing Date, (C) a certificate Perfection Certificate, duly completed and executed by the Issuer, (D) duly executed Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements (if applicable), (E) subject to the Intercreditor Agreement and/or any applicable Market Intercreditor Agreement, original certificates evidencing all issued and outstanding shares of insurance issued Capital Stock of all Note Parties that constitute “certificated securities” under the UCC and (F) subject to the Intercreditor Agreement and/or any applicable Market Intercreditor Agreement, stock or membership interest powers or other appropriate instruments of transfer executed in blank with respect to such “certificated securities”; (xiii) copies of all Material Agreements listed on behalf Schedule 3.1(b)(xiii); (xiv) property and liability certificates of insurers of each Loan Partyinsurance, in form and detail acceptable to the Required Noteholders, describing in reasonable detail the types and amounts of insurance (property and liability) liability insurance maintained by such Loan Partyany of the Note Parties, in each case naming the Administrative Agent as lender loss payee or additional insured under all liability insuranceinsured, as the case may be; (xiiixv) a duly executed Notices of Borrowing, if applicableCollateral Assignment; (xvi) a duly executed Intercreditor Agreement; and (xivxvii) delivery of such other documents, certificates, information or legal opinions as the Administrative Agent or any Noteholder shall have reasonably requested prior to the Closing Date. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Noteholder that has signed this Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a duly executed funds disbursement agreementNoteholder unless the Administrative Agent shall have received notice from such Noteholder prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations amendment and restatement of the Lenders (including the Swingline Lender) initially to make Loans Existing Credit Agreement as provided herein and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder other amendments contained in this Agreement shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).): (a) The Administrative Agent shall have received payment of all fees and other amounts due and payable on or prior to the Closing Fifth Restatement Date, including reimbursement or payment of all reasonable out-of-pocket expenses of the Administrative Agent and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. as a Lead Arranger (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America SecuritiesSunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC, Inc. as a Lead Arranger. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of the Borrower, the Administrative Agent and each party thereto Lender hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lenderthe Subsidiary Guarantee Agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed Notes payable to such Lenderand delivered by each Domestic Subsidiary of the Borrower, excluding those Domestic Subsidiaries set forth on Schedule 3.1(b); (iii) a the Assignment and Security Agreement, duly executed and delivery by the Borrower and each Subsidiary Guarantee Agreement Loan Party, in form and Indemnity substance reasonably satisfactory to the Administrative Agent, together with (A) UCC financing statements and Contribution other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Assignment and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances and Liens to be released on the Fifth Restatement Date, (C) a Perfection Certificate, duly completed and executed by the Borrower, (D) duly executed Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements, if applicable and requested by the Administrative Agent; (iv) the Pledge Agreement, duly executed and delivery by the Borrower and certain of its Domestic Subsidiaries, in form and substance reasonably satisfactory to the Administrative Agent, together with (A) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (or, if the pledge of all of the voting Capital Stock of any Foreign Subsidiary would result in materially adverse tax consequences, limited to 65% of the issued and outstanding voting Capital Stock of such Foreign Subsidiary and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary, as applicable) and (B) stock or membership interest powers or other appropriate instruments of transfer executed in blank; (v) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, an authorized officer of each Loan Party, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party the Borrower executing the Loan Documents to which it is a party; (vvi) certified copies of the articles certificate of incorporation or other charter organizational documents of each the Loan PartyParties, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such each Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporationParty; (vivii) a favorable written opinion of Bass, ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLCPLC, counsel to the Loan Parties, and such other written opinions as may be reasonably requested by the Administrative Agent, addressed to the Administrative Agent and each for the benefit of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viiviii) a certificate in the form of Exhibit 3.1(b)(vii)certificate, dated the Closing Fifth Restatement Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs subsections (a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viii) a certificate dated the Closing Date and signed by a Responsible Officer certifying (A) that since March 31, 2007 there has been no event or condition which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect3.2; (ix) certified copies of all consents, approvals, authorizations, registrations or filings required to be made or obtained by each Loan Party in connection with the Loans and any transaction being financed with the proceeds consolidated audited financial statements of the LoansBorrower and its subsidiaries for the fiscal years ended December 31, 2009, December 31, 2010 and December 31, 2011, including balance sheets, income statements and cash flow statements prepared by Ernst & Young, LLP in conformity with GAAP, and the consolidated financial statements of the Borrower and its subsidiaries for the fiscal quarter ending March 31, 2012, and financial projections in reasonable detail prepared on an annual basis for the Fiscal Years 2012 through 2017; (x) duly executed payoff letterscertificates of insurance, in form and substance satisfactory detail reasonably acceptable to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such any of the Loan PartyParties, in each case naming the Administrative Agent as loss payee or additional insured under all liability insuranceinsured, as the case may be; (xiiixi) a duly executed Notices Notice of Borrowing for any initial Revolving Borrowing, if applicable; and; (xivxii) a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof; (xiii) a duly completed and executed Compliance Certificate, including calculations of the financial covenants set forth in Article VI hereof as of March 31, 2012, calculated on a pro forma basis as if the Term Loans and any initial Revolving Borrowing had been funded as of the first day of the relevant period for testing compliance (and setting forth in reasonable detail such calculations); (xiv) certified copies of all consents, approvals, authorizations, registrations and filings and orders required to be made or obtained under any Requirement of Law, or by any contractual obligation of any Loan Party in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (xv) with respect to the headquarters location, a copy of the underlying lease, as applicable, and a Collateral Access Agreement from the landlord of such leased property, which Collateral Access Agreement shall be reasonably satisfactory in form and substance to the Administrative Agent; provided, that such Collateral Access Agreement shall not be required if the Borrower is unable to deliver such Collateral Access Agreement after using its commercially reasonable efforts to do so; and (xvi) a CUSIP number for the Commitments. Without limiting the generality of the provisions of this Section 3.1, for purposes of determining compliance with the conditions specified in this Section 3.1, each Lender that executes this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Fifth Restatement Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make initial Loans hereunder and the obligation of the Issuing Bank initially to issue any initial Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).): (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLCBAS, as Lead Arranger. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, the duly executed Notes payable to such Lender; (iii) a the duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Guaranty Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan Party, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (v) certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization formation of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporationParty; (vi) a favorable written opinion of Hunton & ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLC, LLP, counsel to the Loan Parties, and Scarlett May, General Counsel of the Borrower (in the form of Exhibit 3.1(b)(vi)), addressed to the Administrative Agent and each of the CHAR1\935816v6 Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (vii) a certificate in the form of Exhibit 3.1(b)(vii)certificate, dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a), ) and (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended3.2; (viii) a certificate dated the Closing Date and signed by a Responsible Officer certifying (A) that since March 31duly executed Notices of Borrowing, 2007 there has been no event or condition which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effectif applicable; (ix) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or filings required advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party Party, in connection with the Loans execution, delivery, performance, validity and any transaction being financed with the proceeds enforceability of the LoansLoan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired; (x) duly executed payoff letters, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to that the termination of Existing Credit Agreement has been terminated and all interest, fees and principal accrued thereunder through the Commitments thereunder, the payment Closing Date will be paid in full of all obligations owing thereunder and from the release of any and all liens and security interests securing such obligations;initial Revolving Loans under this Agreement; and (xi) UCC, judgment all other documents and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming information as the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices reasonably requests. Without limiting the generality of Borrowingthe provisions of Section 9.4, if applicable; and (xiv) for purposes of determining compliance with the conditions specified in this Section 3.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a duly executed funds disbursement agreementLender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations This Agreement shall become effective as of the Lenders Closing Date upon satisfaction or waiver (including the Swingline Lenderin accordance with Section 10.2) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).it being acknowledged and agreed that upon execution and delivery of this Agreement by the Administrative Agent, the Lenders party hereto on the Closing Date and the Issuing Bank, such conditions shall be deemed satisfied): (a) The Administrative Agent shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the Closing Date, including including, without limitation, reimbursement or payment of all reasonable and documented out-of-pocket expenses of the Administrative Agent, the Lead Arrangers and their Affiliates (including reasonable and documented fees, charges and disbursements of one primary counsel to the Administrative Agent, one local counsel in each applicable jurisdiction and any special regulatory counsel) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securitiesthe Lead Arrangers, LLCin each case, as Arrangerto the extent that a detailed invoice is delivered to the Borrower at least two (2) Business Days prior to the Closing Date. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form reasonably satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan Party, or in the case of the Borrower, the Secretary or Assistant Secretary of the GP LLC or the REIT Guarantor, in the form of Exhibit 3.1(b)(ii), (A) attaching and certifying copies of its bylaws (x) such Loan Party’s articles or certificate of incorporation, formation, organization or limited partnership, or other registered organizational documents (collectively, the “Charters”), certified as of a recent date by the Secretary of State of the jurisdiction of organization of such Loan Party, or certifying that Charters and of Governing Documents previously delivered to the Administrative Agent in connection with the Existing Credit Agreement on February 8, 2019 or December 16, 2022, as applicable, remain in full force and effect, and (y) such Loan Party’s bylaws, limited liability company agreement or partnership agreement, as applicable (collectively, the “Governing Documents”); and (B) attaching and certifying (x) the resolutions of its boards such Loan Party’s board of directors, managers, members, general partner or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizationsother equivalent governing body, authorizing the execution, delivery and performance of the Loan Documents to which it is a party party, (y) certificates of good standing or existence, as applicable, from the Secretary of State or other applicable governmental authority of the jurisdiction of incorporation or organization of such Loan Party, and certifying (z) a certificate of incumbency containing the name, title and true signature of each officer of such Loan Party (or, in the case of the Borrower, of the sole member of the general partner of such Loan Party) executing the Loan Documents to which it such Loan Party is a party; (viii) certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vi) a favorable written opinion opinions of (A) O’Melveny & ▇▇▇▇▇ LLP, counsel to the Loan Parties; and (B) DLA Piper LLC, Maryland counsel to the Loan Parties, and (C) Albright, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLC▇▇, Nevada counsel to the Loan Parties, each addressed to the Administrative Agent Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viiiv) a certificate in the form of Exhibit 3.1(b)(vii3.1(b)(iv), dated the Closing Date and signed by a Responsible Officer, confirming compliance with certifying that after giving effect to the conditions transactions contemplated hereby, (A) no Default or Event of Default has occurred and is continuing on the Closing Date, (B) all representations and warranties of each Loan Party set forth in paragraphs the Loan Documents are true and correct in all material respects, unless such representation or warranty expressly relates to an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date (aother than those representations and warranties that are expressly qualified by Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects), (bC) and (c) of Section 3.2 andsince September 30, further2024, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viii) a certificate dated the Closing Date and signed by a Responsible Officer certifying (A) that since March 31, 2007 there has been no event or condition change which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse EffectEffect and (D) the condition set forth in clauses (b)(vi) and (b)(vii) below has been satisfied; (ixv) certified copies of all material consents, approvals, authorizations, registrations or and filings and orders required to be made or obtained under any Requirement of Law, or by any Material Indebtedness of any Loan Party, in each Loan Party case, as of the Closing Date, in connection with the Loans execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby shall have been obtained and shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (vi) copies of financial projections for the REIT Guarantor and its Subsidiaries on a quarterly basis for the Fiscal Quarter ending March 31, 2025 and annually thereafter through December 31, 2029; (vii) a duly completed and executed Compliance Certificate, including calculations of the Loansfinancial covenants set forth in Article VI hereof as of September 30, 2024, calculated on a pro forma basis after giving effect to the transactions contemplated hereby as if the same had occurred as of the first day of the four (4) Fiscal Quarter period ending on September 30, 2024 (and setting forth in reasonable detail such calculations); (viii) a certificate, dated the Closing Date and signed by the chief financial officer of the REIT Guarantor a confirming that after giving effect to the execution and delivery of the Loan Documents and the consummation of the transactions contemplated hereby, the REIT Guarantor and its Subsidiaries, on a consolidated basis, are Solvent; (ix) copies of UCC, tax and judgment lien search reports in all necessary jurisdictions of the Loan Parties, as requested by the Administrative Agent, indicating that there are no existing Liens with respect to the Loan Parties other than Permitted Encumbrances, other Liens permitted under Section 7.2 and Liens to be released on the Closing Date; (x) duly executed payoff letters, in form and substance satisfactory at least three (3) days prior to the Administrative AgentClosing Date, executed by all documentation and other information with respect to the Borrower and each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to other Loan Party that the Administrative Agent as or any Lender reasonably determines is required by regulatory authorities under applicable “know your customer”, and anti-money laundering rules and regulations, including, without limitation the Patriot Act, to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted extent reasonably requested by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under all liability insurance; at least ten (xiii10) duly executed Notices days before the Closing Date. At least three (3) days prior to the Closing Date, the Borrower shall deliver to each Lender who has requested at least five (5) days prior to the Closing Date a Beneficial Ownership Certification in relation to the Borrower. Without limiting the generality of Borrowingthe provisions of this Section, if applicable; and (xiv) for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a duly executed funds disbursement agreementLender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations obligation of the Lenders (including the Swingline Lender) initially Lender to make Loans and the obligation of the Issuing Bank initially to and/or issue any Letter Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). (a) The Administrative Agent Lender shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative AgentLender) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as ArrangerLender. (b) The Administrative Agent Lender (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party thereto or written evidence satisfactory to the Administrative Agent Lender (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, a duly executed Notes Revolving Credit Note payable to such the Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan PartyParty in the form of Exhibit 3.1(b)(iv), attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (v) certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available existence from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vi) a favorable written opinion of ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLC, counsel to the Loan Parties, addressed to the Administrative Agent and each of the LendersLender, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Lenders Lender shall reasonably request; (vii) a certificate in the form of Exhibit 3.1(b)(vii), dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended3.2; (viii) a certificate dated the Closing Date duly executed Notice of Revolving Borrowing, Letter of Credit Notices and signed by a Responsible Officer certifying (A) that since March 31Letter of Credit Documents, 2007 there has been no event or condition which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effectif applicable; (ix) a duly executed Closing Statement and Disbursement Agreement; (x) certified copies of all consents, approvals, authorizations, registrations or filings filings, if any, required to be made or obtained by each Loan Party in connection with the Loans and any transaction being financed with the proceeds of the Loans; (x) duly executed payoff letters, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations;; and (xi) UCCall other documents deemed reasonably necessary by the Lender. (c) Upon the effectiveness of this Agreement, judgment and tax lien searches (i) the Lender shall make an advance under the Revolving Loan in the jurisdiction principal amount of $__________, the proceeds of which will be used to repay certain revolving loans outstanding under the Original Credit Agreement advanced for the benefit of the chief executive office Borrower and jurisdiction its Subsidiaries, and (ii) the Letters of incorporation or organization Credit issued and outstanding under the Original Credit Agreement and listed on Exhibit 3.1(c) hereto shall automatically, without further action on the part of each Loan PartyBorrower, together with copies be deemed to constitute outstanding letters of all financing statements on file in such jurisdictions (with all attachments) credit issued and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2);outstanding under this Agreement. (xiid) Nothing has come to the attention of the Lender regarding (i) pending or threatened litigation involving the Borrower or any Subsidiary or (ii) compliance by the Borrower and each Subsidiary with environmental, OSHA and other public health, safety or welfare laws and regulations, employee benefit plans or insurance coverages that would be reasonably likely to have a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreementMaterial Adverse Effect.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make the initial Loans and the obligation of the Issuing Bank initially to issue any Letter initial Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). (a) The Administrative Agent shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arrangerthe Arrangers (including the Fee Letter). (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Lenders: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such Lenderany Lender requesting a Note, if so requested; (iii) a the Guaranty Agreement duly executed by each Subsidiary Guarantee required to execute the Guaranty Agreement in connection with the Existing Credit Agreement or otherwise required pursuant to Section 5.10; (iv) the Pledge and Indemnity Security Agreement duly executed by each of the Loan Parties and Contribution the Intellectual Property Security Agreements duly executed by the applicable Loan Parties having rights in intellectual property subject to such agreements; (v) an amendment to, or an amendment and restatement of, the Prudential Senior Secured Note Agreement duly executed by each party thereto; (vi) the Intercreditor Agreement; (ivvii) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan PartyParty in the form of Exhibit 3.1(b)(vii), (a) attaching and certifying copies of (w) its bylaws and of the resolutions of its boards of directorsbylaws, or partnership agreement or limited liability company operating agreement, or comparable organizational documents documents, as applicable, and authorizations(x) resolutions of its board of directors, board of members or general partner, as applicable, authorizing the execution, delivery and performance of the Loan Documents to which it is a party party, (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents, as applicable, and (z) evidence of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign entity and (b) certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vviii) certified copies a certificate of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State Chief Financial Officer of the jurisdiction of incorporation or organization Borrower that, after giving effect to the Credit Extensions made on the Closing Date, neither the Borrower nor its Subsidiaries will be “insolvent,” within the meaning of such Loan Party and each other jurisdiction where term as defined in § 101 of Title 11 of the United States Code, or be unable to pay its debts generally as such Loan Party is required debts become due, or have an unreasonably small capital to be qualified to do engage in any business as a foreign corporationor transaction, whether current or contemplated; (viix) a favorable written opinion of (x) Pillsbury ▇▇▇▇▇▇▇▇ & ▇▇▇▇ ▇▇▇▇▇▇▇ PLLCLLC, counsel to the Loan Parties, and (y) Polsinelli ▇▇▇▇▇▇▇▇ PC, special Kansas counsel to Midland Credit Management, Inc., each addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viix) a certificate in the form of Exhibit 3.1(b)(vii3.1(b)(x), dated the Closing Date and signed by a Responsible Officer: (a) certifying that, confirming compliance with after giving effect to the conditions funding of any initial Loan or initial issuance of a Letter of Credit (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in paragraphs (a), (b) the Loan Documents are true and correct and (cz) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as since the date of the most recent fiscal quarter ended; (viii) a certificate dated financial statements of the Closing Date and signed by a Responsible Officer certifying (A) that since March 31Borrower described in Section 4.4, 2007 there has shall have been no event or condition change which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ixb) certifying that no litigation, investigation or proceeding of or before any arbitrators or Governmental Authorities is pending against or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries that (y) purports to enjoin or restrain any Lender from making a Credit Extension hereunder or (z) could reasonably be expected to have a Material Adverse Effect; (c) attaching certified copies of all consents, approvals, authorizations, registrations and filings and orders required or filings required advisable to be made or obtained under any Requirement of Law, or by any contractual obligation of each Loan Party Party, in connection with the Loans execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any Governmental Authority regarding this Agreement or any transaction being financed with the proceeds hereof shall be ongoing; and (d) attaching certified copies of all agreements, indentures or notes governing the Loansterms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound. (xi) a duly executed Notice of Borrowing; (xxii) duly executed payoff lettersthe results of a Lien search (including a search as to judgments, pending litigation, tax and intellectual property matters), in form and substance reasonably satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness made against the Loan Parties under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of such Loan Party, 2004, together with indicating among other things that the assets of each such Loan Party are free and clear of any Lien (except for Permitted Liens); (xiii) evidence reasonably satisfactory to the Administrative Agent as that at least sixty percent (60%) of all cash collections and other Receivables acquired by any Loan Party have, prior to the termination Closing Date, been deposited in collection accounts maintained with one or more of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligationsLenders; (xixiv) UCC, judgment (a) copies of audited consolidated financial statements for the Borrower and tax lien searches in its Subsidiaries for the jurisdiction three fiscal years most recently ended for which financial statements are available and interim unaudited financial statements for each quarterly period ended since the last audited financial statements for which financial statements are available and (b) projections prepared by management of the chief executive office Borrower of balance sheets and jurisdiction income statements of incorporation or organization the Borrower and its Subsidiaries, which will be quarterly for the first year after the Closing Date, and balance sheets, income statements and cash flow statements of each Loan Partythe Borrower and its Subsidiaries, together with copies annually thereafter for the term of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2)this Agreement; (xiixv) a certificate duly completed and executed Compliance Certificate of the Borrower including pro forma calculations establishing compliance with the financial covenants set forth in ARTICLE VI hereof as of the most recently completed fiscal quarter of the Borrower for which financial statements are available; (xvi) all information the Administrative Agent and each Lender may request with respect to the Borrower and its Subsidiaries in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) and any other “know your customer” or similar laws or regulations; and (xvii) certificates of insurance issued on behalf of insurers of each the Loan PartyParties, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such the Loan PartyParties, naming the Administrative Collateral Agent as additional insured under all on liability insurance;policies and lender loss payee endorsements for property and casualty policies. (xiiic) The Collateral Agent shall have received (i) the certificates, if any, evidencing the capital stock or other equity interests pledged pursuant to the Pledge and Security Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof, subject to Section 5.12 and (ii) each instrument pledged to the Collateral Agent pursuant to the Pledge and Security Agreement endorsed in blank (or accompanied by an executed transfer form in blank reasonably satisfactory to the Collateral Agent) by the pledgor thereof. (d) Each document (including, without limitation, any Uniform Commercial Code financing statement) required by the Collateral Documents or under law or reasonably requested by the Collateral Agent to be executed, filed, registered or recorded in order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than Permitted Liens), shall have been duly executed Notices of Borrowingand delivered and/or be in proper form for filing, if applicable; and (xiv) a duly executed funds disbursement agreementregistration or recordation.

Conditions to Effectiveness. The amendment and restatement of the Existing Credit Agreement as provided herein, and the obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence of the Closing Date. (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America SecuritiesSunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLCInc., as Arranger. (b) The Administrative Agent shall have completed and be satisfied with all due diligence with respect to the Borrower and its Subsidiaries, including but not limited to review of the Investment Objectives, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiaries; (c) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable originals of each Control Agreement with respect to such Lenderall Collateral Accounts, Clearing Accounts, deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Administrative Agent or its affiliates (other than the Approved Brokerage Accounts); (iii) a the duly executed Security Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantee Agreement Guarantors requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and Indemnity (C) a Perfection Certificate duly completed and Contribution Agreementexecuted by the Borrower; (iv) [reserved]; (v) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan PartyParty in the form of Exhibit 3.1(c)(v), attaching and certifying copies of its bylaws and of the resolutions of its boards board of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vvi) certified copies of the articles or certificate of incorporation incorporation, certificate of organization or limited partnership, or other charter registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vivii) a favorable written opinion of Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLC, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viiviii) a certificate in the form of Exhibit 3.1(b)(vii3.1(c)(viii), dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in paragraphs (a), (b) the Loan Documents are true and correct and (cz) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as since the date of the most recent fiscal quarter ended; (viii) a certificate dated financial statements of the Closing Date and signed by a Responsible Officer certifying (A) that since March 31Borrower described in Section 4.4, 2007 there has shall have been no event or condition change which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ix) a duly executed Notice of Borrowing; (x) a duly executed Federal Reserve Form U-1, executed by the Borrower and the Administrative Agent on behalf of each Lender; (xi) a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof; (xii) a duly completed and executed certificate of the type described in Section 5.1(c) including calculations of the financial covenants set forth in Article VI hereof as of February 28, 2010; (xiii) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or filings required advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party Party, in connection with the Loans execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds of the Loansthereof shall be ongoing; (xxiv) copies of the audited consolidated financial statements for Borrower and its Subsidiaries for the Fiscal Year ending November 30, 2009; (xv) a duly completed and executed payoff lettersBorrowing Base Certificate as of two days prior to the Closing Date; (xvi) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party is a party or by which any of its assets are bound; (xvii) certificates of insurance, in form and substance satisfactory detail acceptable to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by such the Loan PartyParties, in each case naming the Administrative Agent as additional insured under all liability insuranceand loss payee, as appropriate; (xiiixviii) duly executed Notices the Administrative Agent shall have reviewed and be satisfied with the Borrower’s compliance with underwriting policies for the Fiscal Quarter ended November 30, 2009 and prior to the Closing Date and shall have completed a satisfactory review of Borrowingthird party valuation reports prepared on behalf of the Borrower for the Fiscal Quarter ended November 30, if applicable2009; and (xivxix) the Administrative Agent shall have reviewed and approved, in its reasonable discretion, the valuations for all Private MLP Common and Preferred Units. Without limiting the generality of the provisions of Section 3.1, for purposes of determining compliance with the conditions specified in this Section 3.1, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a duly executed funds disbursement agreementLender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make the initial Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). (a) The Administrative Agent shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative AgentAgent to the extent received on or prior to the Closing Date) required to be reimbursed or paid by the Borrower Borrowers hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arrangerthe Arranger (including the Fee Letter). (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance reasonably satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Revolving Credit Notes payable to such each Lender; (iii) a the Subsidiary Guaranty Agreement duly executed by each Subsidiary Guarantee Agreement and Indemnity and Contribution AgreementLoan Party; (iv) copies of duly executed payoff letters, in form and substance satisfactory to Administrative Agent, executed by the Existing Lender, together with (a) UCC-3 or other appropriate termination statements, in form and substance reasonably satisfactory to the Administrative Agent, releasing all liens of the Existing Lender upon any of the personal property of the Borrowers and their Subsidiaries, (b) cancellations and releases, in form and substance reasonably satisfactory to the Administrative Agent, releasing all liens of the Existing Lender upon any of the real property of the Borrowers and their Subsidiaries, and (c) any other releases, terminations or other documents reasonably required by the Administrative Agent to evidence the payoff of Indebtedness owed to the Existing Lender; (v) the Pledge Agreement and the Security Agreement, each duly executed by the Loan Parties party thereto; (vi) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan PartyParty substantially in the form of Exhibit 3.1(b)(vi), attaching and certifying copies of its bylaws and of the resolutions of its boards board of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vvii) certified copies of the articles or certificate of incorporation incorporation, certificate of organization or limited partnership, or other charter registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of (x) the jurisdiction of incorporation or organization of such Loan Party and (y) each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporationentity and where the failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (viviii) a favorable written opinion addressed to the Administrative Agent and each other Lender of (x) Weil, Gotshal & ▇▇▇▇▇▇ & LLP, as special counsel to the Loan Parties, and (y) ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ PLLCLLP, as special Georgia counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viiix) a certificate substantially in the form of Exhibit 3.1(b)(vii3.1(b)(ix), dated as of the Closing Date and signed by a Responsible Officer, confirming compliance with certifying that, after giving effect to the conditions funding of any initial Loan (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in paragraphs the Loan Documents are true and correct in all material respects (a)except where such representations and warranties that are qualified by materiality, (bin which such case such representations and warranties shall be true and correct without qualification) and (cz) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as since the date of the most recent fiscal quarter ended; (viii) a certificate dated financial statements of the Closing Date and signed by a Responsible Officer certifying (A) that since March 31Borrowers described in Section 4.4, 2007 there has shall have been no event or condition change which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ixx) a duly executed Notice of Borrowing; (xi) (a) copies of the audited consolidated financial statements for Borrowers and their Subsidiaries for the Fiscal Year ending December 31, 2009; (b) copies of the audited financial statements for the Unrestricted Subsidiary for the Fiscal Year ending December 31, 2009; and (c) the budget, income and expense projections of the Borrowers and their Subsidiaries prepared on a quarterly basis for the Fiscal Year ending December 31, 2010; (xii) UCC, tax, judgment and bankruptcy lien search results with respect to each Loan Party from all appropriate jurisdictions and filing offices; (xiii) certified copies of all consentsagreements, approvalsindentures or notes governing the terms of any Material Indebtedness and all other Material Agreements to which any Loan Party or any Restricted Subsidiary or any of its assets are bound; notwithstanding the foregoing, authorizations, registrations or filings required the Borrowers shall also cause to be made or obtained by each Loan Party in connection with delivered all agreements, documents and instruments relating to the Loans and any transaction being financed with the proceeds financing of the LoansUnrestricted Subsidiary; provided, that the term “Material Indebtedness” as used in this clause (xiii) only, shall refer to Material Indebtedness that individually, and not in the aggregate, exceeds $5,000,000; (xxiv) duly A Trademark Security Agreement executed payoff lettersby Fortegra and LOTSolutions, Inc., in form and substance reasonably satisfactory to the Administrative Agent, executed by each lender holding Indebtedness ; (xv) the Borrowers shall use their commercially reasonable efforts to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory deliver to the Administrative Agent as either (x) a leasehold mortgage on behalf of the Lenders on the Florida Headquarters, which shall be acknowledged by the owner of such headquarters building, and, if reasonably requested by the Administrative Agent, a local counsel opinion, or (y) a landlord waiver and agreement with respect to the termination of the Commitments thereunderFlorida Headquarters, related to, among other things, the payment in full of all obligations owing thereunder Collateral located at the Florida Headquarters and the release of any and all liens and security interests securing Lender’s access rights to such obligationsCollateral; (xixvi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate certificates of insurance issued on behalf of insurers of each the Borrowers and all other Loan PartyParties, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such the Borrowers and all other Loan PartyParties, naming the Administrative Agent as additional insured under all on liability insurance;policies and lender loss payee endorsements for property and casualty policies. Without limiting the generality of the provisions of this Section 3.1, for purposes of determining compliance with the conditions specified in this Section 3.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. (xiiic) duly executed Notices of BorrowingThe Administrative Agent shall have received (i) the certificates, if applicable; andany, representing the shares of Capital Stock pledged pursuant to the Pledge Agreement and the Security Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note pledged to the Administrative Agent pursuant to the Security Agreement endorsed in blank (or accompanied by an executed transfer form in blank reasonably satisfactory to the Administrative Agent) by the pledgor thereof. (xivd) All consents, approvals and authorizations required to be obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any Governmental Authority regarding this Agreement or any transaction being financed with the proceeds hereof shall be ongoing; certified copies of all such consents, approvals and authorizations, if reasonably requested by the Administrative Agent, shall have been delivered to the Administrative Agent. (e) All actions necessary to establish to the Administrative Agent’s satisfaction that the Liens granted pursuant to the Security Documents will be first priority perfected Liens on the Collateral (subject only to Permitted Liens) shall have been taken; provided, that the Borrowers will not be required to perfect a duly executed funds disbursement agreementLien in Collateral to the extent that the burden or cost of perfecting such a Lien would outweigh the benefit of the security afforded thereby as determined by the Borrowers and the Administrative Agent and provided, further, that with respect to any Collateral the Lien in which may not be perfected by filing of a UCC financing statement, if the perfection of the security interest in such Collateral may not be accomplished prior to the Closing Date after use of commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent under Section 3.1 so long as the Borrowers agree to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required by the Administrative Agent to perfect such security interests, and the Borrowers further agree to take or cause to be taken any other actions set forth on Schedule 3.1, within the time frames set forth on Schedule 3.1, and the failure to deliver such documents or instruments or to take or cause to be taken such other actions within such time frame shall be an immediate and automatic Event of Default. (f) The Indebtedness under the Subordinated Debenture Purchase Agreement shall have been either (i) paid in full with the proceeds of Indebtedness permitted by this Agreement (other than the proceeds of Loans); provided that the maturity of such Indebtedness shall not be earlier than 180 days after the third anniversary of the Closing Date, or (ii) the maturity date of such Indebtedness shall have been otherwise extended to no earlier than 180 days after the third anniversary of the Closing Date.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter Letters of Credit hereunder shall not become effective until on the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).): (a) The Thethe Administrative Agent shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the Closing Date (or as otherwise provided for in the Fee Letter) to the extent invoiced at least two Business Days prior to the Closing Date, including including, without limitation, reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Joint Lead Arrangers and their Affiliates (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, hereunder or under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arranger.Document. ; (b) The Thethe Administrative Agent (or its counsel) shall have received the following, each to be in form and substance reasonably satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan PartyParty in the form of Exhibit 3.1(b)(ii), attaching and certifying copies of its bylaws bylaws, partnership agreement or limited liability company agreement, and of the resolutions of its boards board of directors, directors or partnership agreement or limited liability company operating agreementother equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (viii) certified copies of the articles or certificate of incorporation incorporation, certificate of organization or limited partnership, or other charter documents registered organizational document of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (viiv) a favorable written opinion opinions of (x) ▇▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLCL.L.P., counsel to the Loan Parties, (y) ▇▇▇▇▇▇▇▇, Leach, Herlong, ▇▇▇▇▇▇ & ▇▇▇▇▇, P.C., Alabama counsel to the Loan Parties, and (z) counsel in each state in which any Mortgaged Property for which an amendment will not be executed pursuant to clause (xii) below is located, in each case addressed to the Administrative Agent Agent, the Issuing Bank and each of the Lenders, Lenders and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viiv) a certificate in the form of Exhibit 3.1(b)(vii3.1(b)(v), dated the Closing Date and signed by a Responsible Officer, confirming compliance with certifying, among other things, that after giving effect to the conditions funding of the initial Borrowing (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in paragraphs the Loan Documents are true and correct in all material respects (a)other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, (bin which case such representations and warranties are true and correct in all respects) except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty was true and correct on and as of such earlier date and (cz) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viii) a certificate dated the Closing Date and signed by a Responsible Officer certifying (A) that since March December 31, 2007 2012, there has shall have been no event or condition change which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ixvi) certified a duly executed Notice of Borrowing for the initial Borrowing; (vii) a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof; (viii) copies of all consents, approvals, authorizations, registrations registrations, filings and orders required or filings required advisable to be made or obtained under any Requirement of Law, or by each any Contractual Obligation of any Loan Party Party, in connection with the Loans execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any Governmental Authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (ix) a certificate, dated the Closing Date and signed by a Responsible Officer, confirming that the MLP and its Subsidiaries, on a consolidated basis, are Solvent both immediately before and immediately after giving effect to the funding of the Loansinitial Borrowing and the consummation of the transactions contemplated by the Loan Documents to occur on the Closing Date; (x) the Guaranty and Security Agreement, duly executed payoff letters, in form by the Borrower and substance satisfactory to each of the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004Guarantors, together with evidence satisfactory (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent as in order to the termination perfect such Liens, duly authorized by such Loan Parties, (B) copies of the Commitments thereunderfavorable UCC, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCCtax, judgment and tax fixture lien searches search reports in the jurisdiction all necessary or appropriate jurisdictions and under all legal and trade names of such Loan Parties, indicating that there are no prior Liens on any of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (Collateral other than Liens permitted by Section 7.2)7.2 and Liens released on the Original Closing Date and (C) a perfection certificate, duly completed and executed by the Borrower; (xi) the Master Reaffirmation Agreement, duly executed by the Borrower and each of the Guarantors; (xii) a certificate of insurance issued on behalf of insurers of if requested by the Administrative Agent, amendments to the Mortgages covering all Mortgaged Property, duly executed by each applicable Loan Party, together with (A) endorsements to the title insurance policies with respect to such Mortgages in form and substance, and in such amounts, reasonably acceptable to the Administrative Agent; (B) evidence that counterparts of such amendments are in form for recording in the recording office of all applicable political subdivisions and places to the extent necessary or desirable, in the judgment of the Administrative Agent, to maintain a valid and enforceable first priority Lien (subject to Permitted Encumbrances) on such Real Estate in favor of the Administrative Agent for the benefit of the Secured Parties (or in favor of such other trustee as may be required or desired under local law) together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof and evidence of payment by the Borrower of all title policy premiums, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of such amendments and issuance of such endorsements referred to above; and (C) an opinion of counsel in each state in which any Mortgaged Property for which an amendment will be executed pursuant to this clause (xii) is located in form and substance and from counsel reasonably satisfactory to the Administrative Agent; (xiii) certificates of insurance describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such any of the Loan PartyParties, in each case naming the Administrative Agent as loss payee or additional insured under all liability insuranceinsured, as the case may be, together with lender’s loss payable endorsements; (xiiixiv) duly executed Notices (A) (i) the audited consolidated and consolidating balance sheet of BorrowingArc Terminals LP and its Subsidiaries as of December 31, if applicable2010, December 31, 2011 and December 31, 2012, and the related audited consolidated and consolidating statements of income, shareholders’ equity and cash flows for the Fiscal Year then ended, prepared by PricewaterhouseCoopers LLP, (ii) the audited consolidated and consolidating balance sheet of Arc Terminals Mobile Holdings LLC and its Subsidiaries as of December 31, 2010, December 31, 2011 and December 31, 2012, and the related audited consolidated and consolidating statements of income, shareholders’ equity and cash flows for the Fiscal Year then ended, prepared by PricewaterhouseCoopers LLP, and (iii) the audited balance sheet of Gulf LNG as of December 31, 2011 and December 31, 2012, and the related audited statements of income, shareholders’ equity and cash flows for the Fiscal Year then ended, prepared by PricewaterhouseCoopers LLP; (B) (i) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of March 31, 2013 and June 30, 2013, and the related unaudited consolidated statements of income and cash flows for the Fiscal Quarter and year-to-date period then ended, certified by a Responsible Officer, and (ii) the unaudited balance sheet of Gulf LNG as of March 31, 2013 and June 30, 2013, and the related unaudited statements of income and cash flows for the Fiscal Quarter and year-to-date period then ended, as provided to the Borrower by Gulf LNG; and (C) financial projections of the MLP and its Restricted Subsidiaries on a quarterly basis for the Fiscal Years ending December 31, 2013 and December 31, 2014 and annually thereafter through December 31, 2018; and (xivxv) documentation and information with respect to the Loan Parties required by regulatory authorities under applicable “know your customer” and anti-money laundering laws.; and (c) Thethe MLP IPO shall have occurred and resulted in net proceeds of at least $75,000,000. Without limiting the generality of the provisions of this Section, 3.1, for purposes of determining compliance with the conditions specified in this Section, 3.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required hereunder to be consented to, approved by or acceptable or satisfactory to a duly executed funds disbursement agreementLender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations effectiveness of the Lenders (including the Swingline Lender) initially this Agreement is subject to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each satisfaction of the following conditions is satisfied (or waived in accordance with Section 10.2).precedent: (a) The Administrative Agent Agent’s receipt of the following, each of which shall have received all fees be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and other amounts due each in form and payable substance satisfactory to Administrative Agent: (i) executed counterparts of this Agreement, Parent Guaranty, the Subsidiary Guaranty and the applicable Pledge Agreements; (ii) Revolving Notes and Term Notes executed by Borrower in favor of each Lender who has requested a Note on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel date that is two Business Days prior to the Administrative Agent) required to be reimbursed or paid Effective Date and the Swingline Note executed by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arranger. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party thereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such LenderBorrower; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a duly executed Subsidiary Guarantee Responsible Officer in connection with this Agreement and Indemnity and Contribution Agreementthe other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would not have a Material Adverse Effect; (v) a favorable opinion of legal counsel to the Loan Parties and local counsel to the Loan Parties in the jurisdictions in which the Property Owners of the Initial Borrowing Base Properties are organized, in each case, addressed to Administrative Agent and each Lender, addressing such matters with respect to the Loan Parties as Administrative Agent may reasonably request; (vi) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, a Responsible Officer of each Loan Party, Party either (A) attaching and certifying copies of its bylaws all consents, licenses and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (v) certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vi) a favorable written opinion of ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLC, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Partiesconsents, the Loan Documents licenses and the transactions contemplated therein as the Administrative Agent approvals shall be in full force and effect, or the Lenders shall reasonably request(B) stating that no such consents, licenses or approvals are so required; (vii) a certificate in the form of Exhibit 3.1(b)(vii), dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viii) a certificate dated the Closing Date and signed by a Responsible Officer of Borrower certifying (A) that since March 31the conditions specified in Sections 5.02(a) and (b) have been satisfied, 2007 and (B) that there has been no event or condition which circumstance since the date of the Pro Forma Financial Statements that has had or could be reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, ; (viii) a duly completed Borrowing Base Report and (B) Compliance Certificate as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Effective Date, signed by a Responsible Officer of Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consentsto the extent requested by the Administrative Agent with respect to any Initial Borrowing Base Property, approvals, authorizations, registrations or filings required the Property Information with respect to such Initial Borrowing Base Property (which Property Information may be made or obtained by each Loan Party in connection with the Loans and any transaction being financed with the proceeds of the Loansavailable through an electronic database); (x) duly executed payoff letters, in form and substance satisfactory evidence that all insurance required to be maintained pursuant to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment Loan Documents has been obtained and is in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligationseffect; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no all indebtedness, liabilities or obligations owing by the Loan Parties under the Existing Revolving Credit Agreement shall have been paid in full and all guarantees in respect of, and Liens exist on any assets securing, such indebtedness, liabilities or properties of any such Loan Party (other than Liens permitted by Section 7.2);obligations have been released; and (xii) a certificate such other certificates, documents, consents or opinions as Administrative Agent shall reasonably request as further described in the list of insurance issued closing documents attached hereto as Exhibit F. (b) Any fees required to be paid on behalf or before the Effective Date shall have been paid. (c) Unless waived by Administrative Agent, Borrower shall have paid all fees, charges and disbursements of insurers of each Loan Partycounsel to Administrative Agent (directly to such counsel if requested by Administrative Agent) to the extent invoiced at least two days prior to the Effective Date, describing in reasonable detail the types and plus such additional amounts of insurance such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (property provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower and liability) maintained Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement or an Assignment and Assumption shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by such Loan Party, naming the or acceptable or satisfactory to a Lender unless Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreementshall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the each Issuing Bank initially to issue any Letter Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).10.2 or otherwise permitted to be satisfied after the Closing Date pursuant to Section 5.16): (a) The Administrative Agent shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the Closing Date, including including, without limitation, reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Lead Arrangers and their Affiliates (including reasonable fees, charges and disbursements of one primary counsel to the Administrative Agent, one local counsel in each applicable jurisdiction and any special regulatory counsel) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arrangerthe Lead Arrangers. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy or email transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan PartyParty in the form of Exhibit 3.1(b)(ii), attaching and certifying copies of its bylaws and (A) such Loan Party’s articles or certificate of incorporation, formation, organization or limited partnership, or other registered organizational documents, which shall, if a recently certified copy thereof has been received by the Loan Parties from such Secretary of State prior to the Closing Date, be certified as of a recent date by the Secretary of State of the jurisdiction of organization of such Loan Party, (B) such Loan Party’s bylaws, limited liability company agreement or partnership agreement, as applicable, (C) the resolutions of its boards such Loan Party’s board of directors, managers, members, general partner or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizationsother equivalent governing body, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the nameparty, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vD) certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available applicable, from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where the failure of such Loan Party is required to be qualified to do business as a foreign corporationcompany would have a Material Adverse Effect, in each case as of a recent date, and (E) a certificate of incumbency containing the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which such Loan Party is a party; (viiii) a favorable written opinion opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLCLLP, counsel to the Loan Parties, and ▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., Nevada counsel to the Loan Parties, in each case, addressed to the Administrative Agent Agent, each Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viiiv) a certificate in the form of Exhibit 3.1(b)(vii3.1(b)(iv), dated the Closing Date and signed by a Responsible Officer, confirming compliance with certifying that after giving effect to the conditions Related Transactions, (A) no Default or Event of Default has occurred and is continuing on the Closing Date, (B) all representations and warranties of each Loan Party set forth in paragraphs the Loan Documents are true and correct in all material respects (aother than those representations and warranties that are expressly qualified by Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects), (bC) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viii) a certificate dated the Closing Date and signed by a Responsible Officer certifying (A) that since March December 31, 2007 2018, there has been no event or condition change which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse EffectEffect and (D) the conditions set forth in clause (b)(vii) and (xiii) below have been satisfied; (ixv) certified copies a duly executed Notice of Borrowing for each Borrowing on the Closing Date; (vi) a report setting forth the sources and uses of the proceeds hereof; (vii) all consents, approvals, authorizations, registrations or and filings and orders required to be made or obtained under any Requirement of Law, or by each any Contractual Obligation of any Loan Party Party, in connection with the Loans execution, delivery, performance, validity and enforceability of the Loan Documents, the other Related Transaction Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (viii) copies of (A) the quarterly financial statements of the LoansBorrower and its Subsidiaries on a combined basis for the Fiscal Quarter ended March 31, 2019 and the Fiscal Quarter ended June 30, 2019, including, in each case, the related statements of income and cash flows, (B) the audited combined financial statements for the Borrower and its Subsidiaries for the Fiscal Year ended December 31, 2018, including in each case the related statements of income, shareholders’ equity and cash flows, (C) a pro forma balance sheet and related pro forma statements of income and cash flows of the Borrower and its Subsidiaries (for the avoidance of doubt, excluding Ensign and its Subsidiaries) as of and for (x) the twelve-month period ending on December 31, 2018 and (y) the twelve-month period ending on the last day of each Fiscal Quarter ending after December 31, 2018 and at least 60 days prior to the Closing Date, in each case, prepared so as to give effect to the Related Transactions as if the Related Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements) and (D) financial projections of the Borrower and its Subsidiaries (for the avoidance of doubt, excluding Ensign and its Subsidiaries) on an annual basis through December 31, 2024; (ix) a duly completed and executed Compliance Certificate, including calculations of the financial covenants set forth in Article VI hereof as of June 30, 2019, calculated on a pro forma basis as if the initial Borrowing(s) had been funded and the Pennant Transaction and the other Related Transactions had occurred, in each case, as of the first day of the relevant period for testing compliance (and setting forth in reasonable detail such calculations); (x) a certificate, dated the Closing Date and signed by the chief financial officer of the Borrower, confirming that the Borrower is, and the Borrower and its Subsidiaries, on a consolidated basis, are, Solvent before and after giving effect to the funding of the initial Borrowing(s) and the consummation of the Pennant Transaction and the other Related Transactions contemplated to occur on the Closing Date; (xi) the Guaranty and Security Agreement, duly executed payoff lettersby the Borrower and each of its Domestic Subsidiaries (other than the Excluded Subsidiaries), together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax and judgment lien search reports in all necessary or appropriate jurisdictions, as requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances and other Liens permitted under Section 7.2 and Liens to be released on the Closing Date, (C) a Perfection Certificate, duly completed and executed by the Borrower, (D) duly executed Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements, (E) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries (other than the Excluded Subsidiaries) owned directly by any Loan Party; provided that, in the case of Capital Stock of any Foreign Subsidiary that is a CFC and Capital Stock of any Pass-Through Foreign Holdco, such original certificates shall be limited to 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary or such Pass-Through Foreign Holdco, as applicable, (F) stock or membership interest powers or other appropriate instruments of transfer executed in blank and (G) a master intercompany promissory note duly executed by the Borrower and its Subsidiaries; (xii) certificates of insurance, in form and substance satisfactory detail acceptable to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such any of the Loan PartyParties, in each case naming the Administrative Agent as loss payee or additional insured under all liability insuranceinsured, as the case may be, together with endorsements in form and substance reasonably satisfactory to the Administrative Agent; (xiii) duly executed Notices evidence that (A) Ensign has declared the dividend or distribution constituting the Pennant Transaction and (B) the Pennant Transaction has been consummated or will be consummated substantially concurrently with the effectiveness of Borrowingthis Agreement on the Closing Date, in each case, in form and substance satisfactory to the Administrative Agent; (xiv) at least three (3) days prior to the Closing Date, (A) all documentation and other information with respect to the Borrower and each other Loan Party that the Administrative Agent or any Lender reasonably determines is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act and the Beneficial Ownership Regulation, to the extent reasonably requested by the Administrative Agent at least ten (10) days before the Closing Date, and (B) if applicablethe Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower; and (xivxv) an executed payoff or release letter, executed by the administrative agent under the Ensign Credit Agreement, together with (a) UCC-3 or other appropriate termination statements releasing all Liens of the administrative agent and lenders under the Ensign Credit Agreement and related loan documents upon any of the personal property of the Borrower and its Subsidiaries granted pursuant thereto and (b) any other releases, terminations or other documents reasonably required by the Administrative Agent to evidence the release of the Borrower and its Subsidiaries from their respective obligations under the Ensign Credit Agreement and related loan documents, in each case of the foregoing, in form and substance reasonably satisfactory to the Administrative Agent (such documents, and the release of the Borrower and its Subsidiaries pursuant thereto, the “Closing Date Release”). Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a duly executed funds disbursement agreementLender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder This Agreement shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).): (a) The Administrative Agent shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the Closing Date, including including, without limitation, reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Arranger and their Affiliates (including reasonable fees, charges and disbursements of one firm of outside counsel for the Administrative Agent, and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arrangerthe Arranger (including the Fee Letters). (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan PartyParty in the form of Exhibit 3.1(b)(ii), attaching and certifying copies of (x) its bylaws and of the resolutions of its boards of directorsbylaws, or partnership agreement or limited liability company operating agreementagreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Loan Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and (z) the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (viii) certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such each Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporationParty; (viiv) a favorable written opinion opinions of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and Squire ▇▇▇▇▇▇ ▇▇▇▇▇ PLLCLLP, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Lenders shall reasonably requestrequest (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent and the Lenders); (viiv) a certificate in the form of Exhibit 3.1(b)(vii3.1(b)(v), dated the Closing Date and signed by a Responsible Officer, confirming compliance with certifying that immediately after giving effect to consummation of the conditions transactions contemplated to occur on the Closing Date, including consummation of the transactions contemplated hereby and under the Note Purchase Agreement, (A) no Default or Event of Default exists or will result therefrom, (B) all representations and warranties of each Loan Party set forth in paragraphs the Loan Documents are true and correct in all material respects (aother than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respects), (bC) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as since the date of the most recent fiscal quarter ended; (viii) a certificate dated financial statements of the Closing Date and signed by a Responsible Officer certifying (A) that since March 31Borrower described in Section 4.4, 2007 there has shall have been no event or condition change which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse EffectEffect and (D) (x) the Liquidity of the Borrower and the Guarantors shall be no less than $250,000,000 and (y) the Statutory Surplus of RIC is not less than $100,000,000; (ixvi) [reserved]; (vii) certified copies of all consents, approvals, authorizations, registrations or and filings and orders required to be made or obtained under any Requirement of Law, or by each any Material Agreement of any Loan Party Party, in connection with the Loans execution, delivery, performance, validity and any transaction being financed with the proceeds enforceability of the LoansLoan Documents or any of the transactions contemplated hereby or thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any Governmental Authority regarding the Term Loans shall be ongoing; (viii) [reserved]; (ix) a duly completed and executed Compliance Certificate, including calculations of the financial covenants set forth in Article VI hereof as of September 30, 2019, calculated on a pro forma basis as if the NPA Financing had been consummated as of the first day of the relevant period for testing compliance (and setting forth in reasonable detail such calculations); (x) evidence that (a) the Note Purchase Agreement shall have been executed and delivered by the parties thereto on terms and conditions acceptable to the Administrative Agent and (b) the NPA Notes shall have been issued by the Borrower in accordance with the terms of the Note Purchase Agreement; (xi) the Reaffirmation Agreement, duly executed payoff lettersby the Loan Parties and in form and substance reasonably satisfactory to the Administrative Agent; (xii) the Intercreditor Agreement, in form and substance satisfactory to the Administrative Agent, duly executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under all liability insuranceparties thereto; (xiii) duly executed Notices of Borrowing, if applicable; and[reserved]; (xiv) a duly executed funds disbursement agreementcertificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming that the Loan Parties and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation of the transactions contemplated to occur on the Closing Date; (xv) copies of all Material Agreements listed on Schedule 3.1(b)(xv) that were not been provided in connection with the Existing Credit Agreement; (xvi) the Escrow Agreements together with evidence that the Borrower shall have remitted $24,937,500.00 to the Escrow Agent in connection therewith; and (xvii) delivery of such other documents, certificates, information or legal opinions as the Administrative Agent or any Lender shall have reasonably requested prior to the Closing Date. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations amendment and restatement of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Existing Credit hereunder Agreement shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).): (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Effective Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arrangerthe Arrangers. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy facsimile or form of electronic attachment (e.g., “.pdf” or “.tif”) transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, a duly executed Notes payable Subsidiary Guarantee Agreement by the Domestic Subsidiaries identified as Guarantors on Schedule 4.14 and (B) a duly executed Borrower Guarantee Agreement (with respect to such Lenderthe Hedging Obligations and Treasury Management Obligations of the Subsidiaries of the Borrower); (iii) a duly executed Subsidiary Guarantee copy of the Intercreditor Agreement in form and Indemnity and Contribution Agreementsubstance reasonably satisfactory to the Administrative Agent; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan Party, substantially in the form attached hereto as Exhibit 3.1(b)(iv), attaching and certifying copies of its bylaws or operating agreement, as applicable, and of the resolutions of its boards board of directors, directors (or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizationsequivalent governing body), authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (v) certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporationParty; (vi) a favorable written opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ PLLC& ▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (vii) a certificate certificate, dated the Effective Date substantially in the form of attached hereto as Exhibit 3.1(b)(vii), dated the Closing Date ) and signed by a Responsible Officer, (A) confirming compliance with the conditions set forth in paragraphs (aSections 3.2(a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viii) a certificate dated the Closing Date and signed by a Responsible Officer certifying (A) that since March 31, 2007 there has been no event or condition which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect), and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority certifying that could reasonably be expected to have a Material Adverse Effect; (ixx) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or filings required advisable to be made or obtained under any applicable laws, or by any contractual obligation of each Loan Party Party, in connection with the Loans execution, delivery, performance, validity and enforceability of the Transaction Documents or any of the transactions contemplated thereby shall be in full force and effect and all applicable waiting periods shall have expired and (y) no known investigation or inquiry by any Governmental Authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (viii) a duly executed Notice of Borrowing; (ix) a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the Loansproceeds hereof; (x) duly executed payoff letterscertified copies of amendments to the Note Agreements and any material documents related thereto, each in form and substance reasonably satisfactory to the Administrative Agent; (xi) a solvency certificate, dated as of the Effective Date and signed by the chief financial officer of Borrower, confirming that the Borrower is Solvent, and the Borrower and its Subsidiaries on a consolidated basis, are Solvent before and after giving effect to the funding of the Term Loan A and any Revolving Loans and any other extensions of credit on the Effective Date and the consummation of the other transactions contemplated herein; (xii) (A) audited financial statements of the Borrower and its Subsidiaries for the period ending December 31, 2016 and (B) financial projections for the Borrower and its Subsidiaries for the next five (5) Fiscal Years; (xiii) all documentation and other information with respect to the Loan Parties that the Administrative Agent or such Lender reasonably believes is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act; and (xiv) such other documents, certificates, information or legal opinions as the Administrative Agent or the Lenders may reasonably request, all in form and substance satisfactory to the Administrative AgentAgent and the Lenders. For purposes of determining compliance with the conditions specified in this Section 3.1, executed by each lender holding Indebtedness Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be refinanced at closingsatisfied with, including but not limited each document or other matter required thereunder to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent as shall have received notice from such Lender prior to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreementproposed Effective Date specifying its objection thereto.

Conditions to Effectiveness. The effectiveness of this Amendment and the obligations of the Lenders (including the Swingline Lender) initially hereunder are subject to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).conditions, unless the Required Lenders waive such conditions: (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid receipt by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc from each of America Securities, LLC, as Arranger.the parties hereto of a duly executed counterpart of this Amendment signed by such party; (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed receipt by or on behalf of each party thereto or written evidence satisfactory to the Administrative Agent (of all documents which the Administrative Agent may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable reasonably request relating to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, existence of each Loan Party, attaching the authority for and certifying copies the validity of its bylaws this Amendment and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the other Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (v) certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vi) a favorable written opinion of ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLC, counsel to the Loan Parties, addressed to the Administrative Agent and each of the LendersDocuments, and covering such any other matters relating to the Loan Partiesrelevant hereto, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Lenders shall reasonably request; (vii) a certificate in the form of Exhibit 3.1(b)(vii), dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viii) a certificate dated the Closing Date and signed by a Responsible Officer certifying (A) that since March 31, 2007 there has been no event or condition which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations or filings required to be made or obtained by each Loan Party in connection with the Loans and any transaction being financed with the proceeds of the Loans; (x) duly executed payoff letters, in form and substance satisfactory to the Administrative Agent, executed including without limitation an Officer’s Certificate, signed by each lender holding Indebtedness the Secretary, an Assistant Secretary, a member, manager, partner, trustee or other authorized representative of the respective Loan Party, certifying as to the names, true signatures and incumbency of the officer or officers of the respective Loan Party authorized to execute and deliver this Amendment and other Loan Documents, and certifying whether or not any changes to the entity’s Organizational Documents has taken place since May 1, 2009, and certified copies of, if applicable, a certificate of the Secretary of State of such Loan Party’s state of organization as to the good standing or existence of such Loan Party; and a copy of the Organizational Action taken by the board of directors of the Loan Party or the members, managers, trustees, partners or other applicable Persons authorizing the Loan Party’s execution, delivery and performance of this Amendment; (c) the fact that the representations and warranties of the Borrower and the Guarantors contained in Section 5 of this Amendment shall be refinanced at closing, including but not limited to Indebtedness under true on and as of the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together date hereof; and (d) All other documents and legal matters in connection with evidence the transactions contemplated by this Amendment shall be reasonably satisfactory in form and substance to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreementits counsel.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America SecuritiesSunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLCInc., as Arranger. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such Lendereach Lender requesting a note; (iii) a the Subsidiary Guaranty Agreement duly executed by each Subsidiary Guarantee Agreement and Indemnity and Contribution AgreementLoan Party; (iv) the Security Agreement duly executed by the Borrower and each Subsidiary Loan Party; (v) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan PartyParty in form and substance acceptable to the Administrative Agent, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vvi) certified copies of the articles or certificate of incorporation incorporation, certificate of organization or limited partnership, or other charter registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each such other jurisdiction jurisdictions where such Loan Party is required to be qualified to do business as a foreign corporationcorporation as may be required by the Administrative Agent; (vivii) a Reserved; (viii) favorable written opinion opinions of ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLCLLP, counsel to the Loan Parties, and of local counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viiix) a certificate certificate, in form and substance acceptable to the form of Exhibit 3.1(b)(vii)Administrative Agent, dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in paragraphs (a), (b) the Loan Documents are true and correct and (cz) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as since the date of the most recent fiscal quarter ended; (viii) a certificate dated financial statements of the Closing Date and signed by a Responsible Officer certifying (A) that since March 31Borrower described in Section 4.4, 2007 there has shall have been no event or condition change which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ixx) a duly executed Notice of Borrowing; (xi) a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds of the Loans to be disbursed on the Closing Date; (xii) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or filings required advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party Party, in connection with the Loans execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Credit Facility or any transaction being financed with the proceeds of the Loansthereof shall be ongoing; (xxiii) Reserved; (xiv) a Perfection Certificate (as defined in the Security Agreement) with respect to the Loan Parties dated the Closing Date and duly executed payoff lettersby a Responsible Officer of the Borrower, and the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, and in the case of the Perfection Certificate, in which the chief executive office of each such Person is located and in the other jurisdictions in which such Persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Administrative Agent that the Liens indicated in any such financing statement (or similar document) would be permitted by Section 7.2 or have been or will be contemporaneously released or terminated; (xv) copies of (A) the internally prepared quarterly financial statements of Borrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter ending on June 30, 2007, and (B) the audited consolidated financial statements for Borrower and its Subsidiaries for the Fiscal Years ending March 31, 2005, March 31, 2006 and March 31, 2007; (xvi) a duly completed and executed Compliance Certificate of the including pro forma calculations of the financial covenants set forth in Article 6 hereof as of June 30, 2007; (xvii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound; and (xviii) a copy of, or a certificate as to coverage under, the insurance policies required by the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Administrative Agent as additional insured, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness . (c) The Administrative Agent shall have received (i) the certificates representing the shares of Capital Stock pledged pursuant to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004Security Agreement, together with evidence an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note pledged to the Administrative Agent pursuant to Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank satisfactory to the Administrative Agent) by the pledgor thereof. (d) Each document (including, without limitation, any Uniform Commercial Code financing statement) required by the Security Documents or under law or reasonably requested by the Administrative Agent as to the termination be filed, registered or recorded in order to create in favor of the Commitments thereunderAdministrative Agent, for the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction benefit of the chief executive office Lenders, a perfected Lien on the Collateral described therein, prior and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file superior in such jurisdictions (with all attachments) and evidence that no Liens exist on right to any assets or properties of any such Loan Party other Person (other than with respect to Liens expressly permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing shall be in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Partyproper form for filing, naming the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreementregistration or recordation.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially Banks to issue any Letter Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).): (a) The Administrative Agent shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the Closing Date, including including, without limitation, all fees payable pursuant to the Fee Letter and reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, Truist Securities, Inc. and their Affiliates (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arrangerthe Arrangers. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan PartyParty in the form of Exhibit 3.1(b)(ii), attaching and certifying copies of its bylaws and of the resolutions of its boards of directorsbylaws, or partnership agreement or limited liability company operating agreement, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (viii) certified copies of the articles or certificate of incorporation (subject to Section 5.17), certificate of organization or limited partnership, or other charter registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party (and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporationcorporation solely to the extent that the failure to be so qualified as a foreign corporation in such other jurisdiction could result in a Material Adverse Effect); (viiv) a favorable written opinion of ▇▇▇▇▇ & (A) ▇▇▇ ▇▇▇ ▇▇▇ PLLCLaw Offices, counsel to the Loan Parties, addressed to the Administrative Agent Agent, each Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Lenders shall reasonably requestrequest (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Banks and the Lenders) and (B) ▇▇▇▇▇ ▇▇▇▇ LLP, addressed to the Administrative Agent, each Issuing Bank and each of the Lenders, and covering certain matters relating to the Investment Company Act of 1940; (viiv) a certificate in the form of Exhibit 3.1(b)(vii3.1(b)(v), dated the Closing Date and signed by a Responsible Officer, confirming compliance with certifying that after giving effect to the conditions funding of the initial Revolving Borrowing, (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in paragraphs (a), (b) the Loan Documents are true and correct and (cz) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as since the date of the most recent fiscal quarter ended; (viii) a certificate dated financial statements of the Closing Date and signed by a Responsible Officer certifying (A) that since March 31Borrower described in Section 4.4, 2007 there has shall have been no event or condition change which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ixvi) a duly executed Notice of Borrowing for the initial Revolving Borrowing, together with a report setting forth the sources and uses of the proceeds thereof; (vii) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or filings required advisable to be made or obtained under any Requirement of Law, or by each any Contractual Obligation of any Loan Party in connection with the Loans execution, delivery, performance, validity and enforceability of the Loan Documents and (to the extent applicable) APC 2019 Transaction Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (viii) copies of the LoansHistorical Financial Statements; (ix) financial projections of the Borrower and its Subsidiaries (to be made on a pro forma basis after giving effect to the consummation of the Related Transactions) for the Fiscal Year ending December 31, 2022 and for each Fiscal Year ending thereafter through the Fiscal Year ending December 31, 2025; (x) [reserved]; (xi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming that each Loan Party is Solvent before and after giving effect to the funding of the initial Revolving Borrowing and the consummation of the transactions contemplated to occur on the Closing Date; (xii) (A) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties and their Subsidiaries and the Material Associated Practices, as requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances and Liens to be released on the Closing Date and (B) a Perfection Certificate, duly completed and executed by the Borrower; (xiii) a counterpart of the Reaffirmation Agreement and Master Amendment dated the Closing Date, duly executed payoff lettersby each Loan Party (the “Reaffirmation Agreement”); (xiv) at least five (5) days prior to the date of this Agreement, all documentation and other information required by bank regulatory authorities or reasonably requested by the Administrative Agent or any Lender under or in respect of applicable “know your customer” and anti-money laundering legal requirements including the Patriot Act and, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to Borrower; (xv) certified copies of all Material Agreements (including, for the avoidance of doubt, the Associated Practice Documents); and (xvi) subject to Section 5.17, certificates of insurance, in form and substance satisfactory detail acceptable to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such any of the Loan PartyParties, in each case naming the Administrative Agent as loss payee or additional insured under all liability insurance; (xiii) duly executed Notices insured, as the case may be, together with a lender’s loss payable endorsement in form and substance satisfactory to the Administrative Agent. Without limiting the generality of Borrowingthe provisions of this Section, if applicable; and (xiv) for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a duly executed funds disbursement agreementLender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower Borrowers hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as ArrangerAgent. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Revolving Credit and Term Notes payable to such LenderLenders; (iii) a the Subsidiary Guaranty Agreement duly executed by each Subsidiary Guarantee Agreement Loan Party, such that, as of the Closing Date, the Loan Parties (i) include all Material Domestic Subsidiaries and Indemnity and Contribution Agreement(ii) meet the Aggregate Subsidiary Threshold; (iv) the Equity Pledge Agreement, duly executed by each Borrower and each Subsidiary Loan Party, granting a Lien on (a) 100% of the Capital Stock owned by the respective pledgor in such Domestic Subsidiaries and (b) 65% (in the aggregate) of the Capital Stock owned by the respective pledgor in such Foreign Subsidiaries, in each case necessary to, as of the Closing Date, (i) include a pledge of 100% of the Capital Stock of each Material Domestic Subsidiary (other than the Capital Stock of any Domestic Subsidiary owned directly by a Foreign Subsidiary on the Closing Date) and 65% of the Capital Stock of each first tier Material Foreign Subsidiary and (ii) meet the Aggregate Equity Pledge Threshold; (v) the Security Agreement, duly executed by each Borrower and each Subsidiary Loan Party, granting certain Liens; (vi) each of the other applicable Loan Documents, in each case duly executed by the applicable Loan Parties; (vii) a payoff letter, duly executed by each of Ableco and ▇▇▇▇▇ Fargo in form and substance reasonably satisfactory to the Administrative Agent; (viii) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan PartyParty in the form of Exhibit 3.1(b)(viii), attaching and certifying copies of its bylaws and of the resolutions of its boards board of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vix) certified copies of the articles or certificate of incorporation incorporation, certificate of organization or limited partnership, or other charter registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vix) a favorable written opinion of ▇▇▇▇▇ & ▇▇▇▇ ▇▇▇▇▇▇▇ PLLCLLP, counsel to the Loan Parties, addressed to the Administrative Agent Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viixi) a certificate certificates in the form of Exhibit 3.1(b)(vii3.1(b)(xi), dated the Closing Date and signed by a Responsible OfficerOfficer of each Borrower, confirming compliance with certifying that after giving effect to the conditions funding of the Term Loan and any initial Revolving Loan, (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in paragraphs (a), (b) the Loan Documents are true and correct and (cz) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as since the date of the most recent fiscal quarter ended; (viii) a certificate dated financial statements of the Closing Date and signed by a Responsible Officer certifying (A) that since March 31Borrowers described in Section 4.4, 2007 there has shall have been no event or condition change which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could would reasonably be expected to have a Material Adverse Effect; (ixxii) a duly executed Notice of Term Loan Borrowing and Notice of Revolving Borrowing; (xiii) a duly executed Funds Disbursement Letter; (xiv) certified copies of all material consents, approvals, authorizations, registrations and filings and orders required or filings required advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party Party, in connection with the Loans execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds of the Loansthereof shall be ongoing; (xxv) a duly completed and executed payoff lettersBorrowing Base Certificate dated as of the Closing Date reflecting Excess Availability of not less than $5,000,000 as of the Closing Date (after giving effect to any Revolving Borrowings to be made on the Closing Date), in form and substance satisfactory measured pursuant to the Administrative AgentEligible Accounts Receivable of the Borrowers certified by Borrowers’ Agent in such Borrowing Base Certificate as existing as of December 31, executed by each lender holding Indebtedness to be refinanced at closing2009, and including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to such supporting information and calculations as the Administrative Agent as deems to the termination of the Commitments thereunder, the payment be satisfactory in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligationsits sole discretion; (xixvi) UCCcertificates, judgment dated the Closing Date and tax lien searches signed by a Responsible Officer of each Borrower, confirming that (i) each Borrower and (ii) the Loan Parties on a consolidated basis, are, in each case, Solvent before and after giving effect to the jurisdiction funding of the chief executive office initial Borrowings and jurisdiction the consummation of incorporation or organization of each Loan Party, together with the transactions contemplated to occur on the Closing Date; (xvii) copies of all financing statements the agreements listed on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2Schedule 3.1(b)(xvii); (xiixviii) a certificate certificates of insurance issued on behalf of insurers of each Loan Partythe Borrowers and all Guarantors, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Partythe Borrowers and all Guarantors, naming the Administrative Agent as loss payee and additional insured under all liability insuranceinsured; (xiiixix) satisfactory third party field audit of Borrowers; (xx) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office and State of organization of each Borrower and each Guarantor and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral for the benefit of the Credit Providers, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Encumbrances; (xxi) duly authorized UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral for the benefit of the Credit Providers; (xxii) searches of ownership of, and Liens on, Intellectual Property of each Borrower and each Guarantor in the appropriate governmental offices; (xxiii) all instruments, stock certificates and chattel paper in the possession of any Borrower or any Subsidiary, together with allonges, assignments or stock powers as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral for the benefit of the Credit Providers; (xxiv) such duly executed Notices consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral, including, without limitation, such Acknowledgment Agreements from lessors of Borrowingreal property, if applicablewarehousemen and other third parties as the Administrative Agent may require; (xxv) revised financial projections of Borrowers and their Subsidiaries, specifically including any contemplated Permitted Acquisitions that might be consummated prior to January 31, 2010; (xxvi) reports detailing the quarterly revenue for the top three customers of Borrowers for the Fiscal Quarters 9/30/07 through 6/30/09; (xxvii) completion by the Administrative Agent of diligence on the top three customers of the Borrowers; (xxviii) financial and legal diligence and copies of any existing draft or final transaction documents relating to any Permitted Acquisition that might be consummated prior to January 31, 2010; (xxix) the unaudited consolidated balance sheet of PRGX and its Subsidiaries as of September 30, 2009, and the related unaudited consolidated statements of income and cash flows for the Fiscal Quarter and year-to-date period then ending, certified by a Responsible Officer of Borrowers’ Agent; and (xivxxx) balance sheets of each individual Loan Party and other diligence reasonably requested by the Administrative Agent in order to complete its Solvency analysis of each Loan Party. Without limiting the generality of the provisions of Section 3.1, for purposes of determining compliance with the conditions specified in this Section 3.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a duly executed funds disbursement agreementLender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially Banks to issue any Letter Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.211.2). (a) The Administrative Agent shall have received payment of all fees fees, expenses for which invoices have been presented and other amounts due and payable on or prior to the Closing Date, including including, without limitation, reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Syndication Agent and their Affiliates (including reasonable documented fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower Borrowers hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America SecuritiesSunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLCInc., as Joint Lead Arranger. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission or e-mail of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan PartyBorrower in the form of Exhibit 3.1(b)(ii), attaching and certifying copies of its bylaws Organizational Documents, and of the resolutions of its boards board of directors, directors or partnership agreement or limited liability company operating agreementother equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party Borrower executing the Loan Documents to which it is a party; (viii) certified copies of the articles or certificate of incorporation incorporation, certificate of organization or limited partnership, or other charter documents registered Organizational Documents of each Loan PartyBorrower, together with certificates of good standing or existenceexistence or the equivalent thereof, as may be available from the Secretary of State of the jurisdiction of incorporation organization (or organization other equivalent Governmental Authority) of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporationBorrower; (viiv) a favorable customary written opinion opinions of ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLC, counsel to the Loan PartiesBorrowers, addressed to the Administrative Agent Agent, the Issuing Banks and each of the Lenders, and covering such matters relating to the Loan PartiesBorrowers, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viiv) a certificate in the form of Exhibit 3.1(b)(vii3.1(b)(v), dated the Closing Date and signed by a Responsible Officer, confirming compliance with certifying that after giving effect to the conditions funding of any initial Loans, (x) no Default or Event of Default exists, (y) all representations and warranties of each Borrower set forth in paragraphs (a), (b) the Loan Documents are true and correct and (cz) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as since the date of the most recent fiscal quarter ended; (viii) a certificate dated financial statements of the Closing Date and signed by a Responsible Officer certifying (A) that since March 31Borrowers described in Section 4.4, 2007 there has shall have been no event or condition change which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could would reasonably be expected to have a Material Adverse Effect; (ixvi) a duly executed Notice of Borrowing; (vii) a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof; (viii) certified copies of all consents, approvals, authorizations, registrations registrations, filings and orders, and evidence of the payment of any filing fees or filings other similar expenses, in each case required to be made or obtained under any Requirement of Law, or by each Loan Party any Contractual Obligation of any Borrower or any Lender, in connection with the Loans execution, delivery, performance, validity and any transaction being financed with the proceeds enforceability of the LoansLoan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments shall be ongoing, or a certificate, dated the Closing Date and signed by a Responsible Officer, certifying that no such consents, approvals, authorizations, registrations, filings, orders or fee payments are required; (xix) copies of a duly executed payoff lettersletter, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness the administrative agent under the Borrower’s $100,000,000 Revolving Existing Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicableAgreement; and (xivx) all documentation and other information about the Borrowers required by the Lenders under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Agreement shall be deemed to have consented to, approved of, or accepted or been satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a duly executed funds disbursement agreementLender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations obligation of the Lenders (including the Swingline Lender) initially Lender to make Loans and the obligation of the Issuing Bank initially to and/or issue any Letter Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). (a) The Administrative Agent Lender shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative AgentLender) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as ArrangerLender. (b) The Administrative Agent Lender (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party thereto or written evidence satisfactory to the Administrative Agent Lender (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, a duly executed Notes Revolving Credit Note payable to such the Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan PartyParty in the form of Exhibit 3.1(b)(iv), attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (v) certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available existence from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vi) a favorable written opinion of ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLC, counsel to the Loan Parties, addressed to the Administrative Agent and each of the LendersLender, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Lenders Lender shall reasonably request; (vii) a certificate in the form of Exhibit 3.1(b)(vii), dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended3.2; (viii) a certificate dated the Closing Date duly executed Notice of Revolving Borrowing, Letter of Credit Notices and signed by a Responsible Officer certifying (A) that since March 31Letter of Credit Documents, 2007 there has been no event or condition which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effectif applicable; (ix) a duly executed Closing Statement and Disbursement Agreement; (x) certified copies of all consents, approvals, authorizations, registrations or filings filings, if any, required to be made or obtained by each Loan Party in connection with the Loans and any transaction being financed with the proceeds of the Loans; (x) duly executed payoff letters, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations;; and (xi) UCCall other documents deemed reasonably necessary by the Lender. (c) Upon the effectiveness of this Agreement, judgment and tax lien searches the Lender shall make an advance under the Revolving Loan in the jurisdiction principal amount of $__________, the proceeds of which will be used to repay certain revolving loans outstanding under the Original Credit Agreement advanced for the benefit of the chief executive office Borrower and jurisdiction its Subsidiaries, and the Letters of incorporation or organization Credit issued and outstanding under the Original Credit Agreement and listed on Exhibit 3.1(c) hereto shall automatically, without further action on the part of each Loan PartyBorrower, together with copies be deemed to constitute outstanding letters of all financing statements on file in such jurisdictions (with all attachments) credit issued and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2);outstanding under this Agreement. (xiid) Nothing has come to the attention of the Lender regarding (i) pending or threatened litigation involving the Borrower or any Subsidiary or (ii) compliance by the Borrower and each Subsidiary with environmental, OSHA and other public health, safety or welfare laws and regulations, employee benefit plans or insurance coverages that would be reasonably likely to have a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreementMaterial Adverse Effect.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America SecuritiesSunTrust Capital Markets, LLCInc., as Lead Arranger. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Revolving Credit Notes payable to such Lender and the Swingline Note payable to the Swingline Lender; (iii) a copies of duly executed Subsidiary Guarantee Agreement payoff letters, in form and Indemnity substance satisfactory to Administrative Agent, executed by each of the Existing Lenders or the agent thereof, together with (a) UCC-3 or other appropriate termination statements, in form and Contribution Agreementsubstance satisfactory to Administrative Agent, releasing all liens of the Existing Lenders upon any of the personal property of the Borrower, (b) cancellations and releases, in form and substance satisfactory to the Administrative Agent, releasing all liens of the Existing Lenders upon any of the real property of the Borrower, and (c) any other releases, terminations or other documents reasonably required by the Administrative Agent to evidence the payoff of Indebtedness owed to the Existing Lenders; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secre­tary of each Loan Partythe Borrower, attaching and certifying copies of its bylaws and of the resolutions of its boards board of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (v) certified copies of the articles or certificate of incorporation or other charter documents of each Loan Partythe Borrower, together with certificates of good standing or existence, as may be available avail­able from the Secretary of State of the its jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party the Borrower is required to be qualified to do business as a foreign corporation; (vi) a favorable written opinion of ▇▇▇▇▇ & ▇▇▇▇ ▇▇▇▇▇ PLLC▇▇, counsel to the Loan PartiesBorrower, addressed to the Administrative Agent and each of the LendersLend­ers, and covering such matters relating to the Loan PartiesBorrower, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (vii) a certificate in the form of Exhibit 3.1(b)(vii)certificate, dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended3.2; (viii) a certificate dated the Closing Date and signed by a Responsible Officer certifying (A) that since March 31, 2007 there has been no event or condition which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence duly executed Notice of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse EffectBorrowing; (ix) a duly executed funds disbursement agreement; (x) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or filings required advisable to be made or obtained under any Requirement of Law, or by each Loan Party any Contractual Obligation of the Borrower or any of its Subsidiaries, in connection with the Loans execution, delivery, performance, validity and any transaction being financed with the proceeds enforceability of the Loans; (x) duly executed payoff letters, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination Loan Documents or any of the Commitments thereundertransactions contemplated thereby, the payment and such consents, approvals, authorizations, registrations, filings and orders shall be in full of all obligations owing thereunder force and the release of any effect and all liens and security interests securing such obligations;applicable waiting periods shall have expired; and (xi) UCC, judgment copies of (A) the internally prepared quarterly financial statements of Borrower and tax lien searches in the jurisdiction its Subsidiaries on a consolidated basis and of the chief executive office Borrower only for the Fiscal Quarter ending on June 30, 2003, (B) the audited consolidated financial statements for Borrower and jurisdiction of incorporation or organization of its Subsidiaries for the Fiscal Years ending December 31, 2000, December 31, 2001 and December 31, 2002, (C) Quarterly Statements for each Loan PartyMaterial Insurance Subsidiary for the calendar quarter ending on June 30, together with copies of all financing statements on file in such jurisdictions 2003 and (with all attachmentsD) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2)Annual Statements for each Material Insurance Subsidiary for the calendar ending December 31, 2002; (xii) a duly completed and executed certificate of the type described in Section 5.1(c) including calculations of the financial covenants set forth in Article VI hereof as of June 30, 2003; and (xiii) certificates of insurance issued on behalf of insurers of each Loan Partythe Borrower and its Subsidiaries, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under Borrower and all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreementguarantors.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Swing Line Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).12.3): (a) The Administrative Agent shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Arranger and their Affiliates (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower Borrowers hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc the Arranger and, in the case of America Securitiesexpenses, LLC, as Arrangerinvoiced at least one (1) Business Day prior to the Closing Date. (b) The the Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement and the other Loan Documents signed by or on behalf of each party hereto or thereto or written evidence satisfactory to the Administrative Agent (which may include telecopy electronic transmission of a such signed signature page of this Agreementpage) that such party has signed a counterpart of this AgreementAgreement and the other Loan Documents to which such party is a party; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, Secretary (or such other officer or manager or member, as applicable, of such Loan Party acceptable to the Administrative Agent) of each Loan Party, Party attaching and certifying (A) copies of its bylaws and of the resolutions of its boards of directorsbylaws, or partnership agreement or limited liability company operating agreement, (B) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, and (C) copies of resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (viii) certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (viiv) a favorable written opinion opinions of ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLC, counsel (including local counsel) to the Loan Parties, Parties addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Lenders shall reasonably request; (v) a certificate dated as of the Closing Date and signed by a Responsible Officer of the Loan Parties, certifying that (A) after giving effect to the funding of Loans on the Closing Date, including any initial Floor Plan Borrowing, and the other Related Transactions occurring on the Closing Date, no Default or Event of Default exists and all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties are true and correct in all respects) except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such date (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties are true and correct in all respects), (B) since the date of the financial statements described in Section 6.4(a), there has been no change which has had or could reasonably be expected to have a (1) Material Adverse Effect or (2) to the knowledge of the Loan Parties a material adverse effect on the assets being acquired in the Closing Date Initial Acquisitions and the businesses related thereto, and (C) the condition specified in Section 5.1(d) is satisfied as of the Closing Date; (vi) if required by the Administrative Agent, a duly executed Notice of Floor Plan Borrowing for any initial Floor Plan Borrowing; (vii) a duly executed funds disbursement agreement or direction letter, together with a report setting forth the sources and uses of the proceeds hereof; (viii) (A) copies of all consents, approvals, authorizations, registrations, filings and orders required to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents, the consummation of the other Related Transactions on the Closing Date or any of the other transactions contemplated by the Loan Documents, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof (including the Related Transactions) shall be ongoing, (B) copies of all consents, approvals and authorizations from manufacturers and franchises to evidence approval of the Loans and Credit Agreement (if applicable) and the Closing Date Initial Acquisitions, and in each case such consents, approvals and authorizations shall be in full force and effect, and the Administrative Agent shall have received a certificate dated as of the Closing Date and signed by a Responsible Officer of the Loan Parties as to the matters in this clause (viii); (ix) copies of such financial statements of, and other financial information relating to, the Loan Parties and their Subsidiaries, the Initial Acquisition targets and the businesses related thereto as the Administrative Agent requires; (x) a duly completed and executed Compliance Certificate, including calculations of the financial covenants set forth in Article VIII hereof (based on the financial statements of the Loan Parties and their Subsidiaries, and of the businesses being acquired in the form Initial Acquisitions, as of Exhibit 3.1(b)(viiDecember 31, 2020), calculated on a pro forma basis giving effect to the funding of Loans and the consummation of the other Related Transactions (and setting forth in reasonable detail such calculations); (xi) a certificate, dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) Officer of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as each of the most recent fiscal quarter ended; (viii) a certificate dated Loan Parties, certifying that, both before and after giving effect to the funding of Loans on the Closing Date and signed by the consummation of the other Related Transactions, each Loan Party is Solvent individually and the Loan Parties are Solvent on a Responsible Officer certifying consolidated basis; (A) that since March 31UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Collateral Documents, 2007 there has been no event as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment and intellectual property lien search reports in all necessary or condition which has had or could reasonably be expected to have, either individually or appropriate jurisdictions and under all legal and trade names of the Loan Parties (and of the sellers in the aggregateInitial Acquisitions), a Material Adverse Effectin each case to the extent required by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances and Liens to be released on the Closing Date, and (C) all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Collateral Documents or any other pledge agreement, together with duly executed in blank, undated stock powers attached thereto (unless, with respect to the pledged Equity Interests of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of organization of such Person); (xiii) Real Estate Documents with respect to all Real Estate owned (or being acquired) by the Loan Parties as of the Closing Date, together with (A) copies of leases of each location leased by any Loan Party as of the Closing Date and (B) as a duly executed Landlord Waiver, in form and substance reasonably satisfactory to the absence Administrative Agent, from the landlord of any actioneach location leased (or being leased or to be leased) by a Loan Party as identified in Schedule 6.23 (other than the leased property located at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, suitCape Coral, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse EffectFlorida 33990); (ixxiv) certified in each case to the extent required by the Administrative Agent, copies of all consents, approvals, authorizations, registrations or filings required to be made or obtained by each Loan Party in connection with the Loans and any transaction being financed with the proceeds of the Loans; (x) duly executed payoff letters, in form and substance satisfactory to the Administrative Agent, executed by each lender holding of the lenders (or the administrative agent thereof) of any existing Indebtedness of the Loan Parties or of the sellers in the Closing Date Initial Acquisitions necessary to be refinanced at closing, including but not limited to Indebtedness under terminate any Liens on the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004assets being acquired in the Closing Date Initial Acquisitions, together with evidence (A) UCC-3 or other appropriate termination statements, in form and substance satisfactory to the Administrative Agent as to the termination Agent, releasing all liens of such lenders or agent upon any of the Commitments thereunder, personal property of the payment in full of all obligations owing thereunder Loan Parties and their Subsidiaries and the release assets being acquired in the Closing Date Initial Acquisitions, (B) cancellations and releases releasing all Liens of such lenders or agent upon any of the real property of the Loan Parties and all liens their Subsidiaries and security interests securing such obligationsthe real property being acquired in the Closing Date Initial Acquisitions, and (C) any other releases, terminations or other documents reasonably required by the Administrative Agent to evidence the payoff of Indebtedness owed to any existing lenders; (xixv) UCCcertificates of insurance, judgment in form and tax lien searches in detail acceptable to the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan PartyAdministrative Agent, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such any of the Loan PartyParties, together with endorsements naming the Administrative Agent as additional insured under all on the Loan Parties’ liability insuranceinsurance policies and lender’s loss payee and/or mortgagee on the Loan Parties’ property insurance and casualty insurance policies, in form and substance reasonably acceptable to the Administrative Agent; (xiiixvi) duly executed Notices of Borrowingall documentation and other information that the Administrative Agent or any Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, and, with respect to any Borrower that is a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification with respect to such Borrower to the extent requested by any Lender; (xvii) to the extent required by the Administrative Agent, if applicableany of the Loans being borrowed on the Closing Date are Eurodollar Loans, a funding indemnity letter received by the Administrative Agent not less than three (3) Business Days prior to the date hereof (or such later date as the Administrative Agent approves in its discretion); and (xivxviii) with respect to each automobile dealership owned or operated by a Loan Party as of the Closing Date (including all of the automobile dealerships being acquired in the Closing Date Initial Acquisitions), either (A) a copy of a Franchise Agreement, if available, certified by a Responsible Officer of the Borrowers to be true and complete and in full force and effect, or (B) evidence of the conditional consent of the applicable manufacturer to the acquisition and operation of such dealership by a Loan Party pursuant to the applicable Closing Date Initial Acquisition. (c) Substantially simultaneously with the funding of the initial Loans on the Closing Date, the Borrower shall have deposited (or shall cause to be deposited) not less than $11,700,000 in the aggregate into deposit accounts (or such other restricted accounts or products in the Administrative Agent’s sole discretion) of the Loan Parties at Truist Bank, as depositary, from which the Administrative Agent has received (or shall receive within five (5) Business Days of the Closing Date) one or more duly executed restricted account control agreements (blocking access by the Loan Parties to such accounts and the funds disbursement agreementtherein) in form and substance reasonably satisfactory to the Administrative Agent (collectively, the “Restricted Accounts”), which amount shall be used to prepay the Initial Term Loan pursuant to the terms of Section 3.5(e). (d) The Closing Date Initial Acquisitions shall have been (or shall be) consummated substantially simultaneously with the funding of the initial Loans on the Closing Date in material compliance with the Initial Acquisition Agreements related thereto, without giving effect to any amendment, waiver, modification, supplement or consent of or to any such Initial Acquisition Agreement (or any exhibit or schedule thereto) without the prior written consent of the Administrative Agent. The Administrative Agent shall have received copies of the Initial Acquisition Agreements and all other material Initial Acquisition Documents (in each case including all exhibits, schedules, annexes and amendments thereto), each in form and substance reasonably satisfactory to the Administrative Agent and the Arranger, each certified by a Responsible Officer of the Loan Parties to be true and complete and in full force and effect. Without limiting the generality of the provisions of this Section 5.1, for purposes of determining compliance with the conditions specified in this Section 5.1, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including upfront fees for the Lenders and reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arrangerthe Joint Lead Arrangers. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) duly executed Revolving Credit Notes payable to each Lender and the Swingline Note payable to the Swingline Lender, in each case, only if requested by any Lender, duly executed Notes payable such Lender at least one (1) Business Day prior to such Lenderthe Closing Date; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement;[Reserved]. (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan Partythe General Partner in the form of Exhibit 3.1(b)(iv), attaching and certifying copies of its bylaws and of (x) the resolutions of its boards of directorsbylaws, or the partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizationsauthorizations of the Borrower and the General Partner and (y) resolutions of the board of directors or comparable governing body of the General Partner and the General Partner on behalf of the Borrower, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying by the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a partyBorrower; (v) certified copies of the articles or certificate of incorporation incorporation, certificate of organization or limited partnership, or other charter registered organizational documents of each Loan Partythe Borrower and the General Partner, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party the Borrower and the General Partner, and each other jurisdiction where such Loan Party the Borrower is required to be qualified to do business as a foreign corporation; (vi) a certificate signed by a Responsible Officer, certifying the name, title and true signature of each officer of the General Partner executing the Loan Documents on behalf of the Borrower to which the Borrower is a party; (vii) a favorable written legal opinion of ▇▇▇▇▇ & from ▇▇▇ ▇▇▇▇▇ PLLC▇▇, in-house counsel to on behalf of the Loan PartiesBorrower, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan PartiesBorrower and the General Partner, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Lenders shall reasonably request; (viiviii) a certificate in the form of Exhibit 3.1(b)(vii3.1(b)(viii), dated the Closing Date and signed by a Responsible Officer, confirming compliance certifying that (v) all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law or by any Contractual Obligation of the Borrower, in connection with the conditions execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby have been obtained , and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing, (w) no Default or Event of Default exists, (x) no default or event of default exists in respect of any Material Indebtedness, (y) all representations and warranties of the Borrower set forth in paragraphs the Loan Documents are true and correct in all material respects (a)other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, (bin which case such representations and warranties shall be true and correct in all respects) and (cz) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as since the date of the most recent fiscal quarter ended; (viii) a certificate dated financial statements of the Closing Date and signed by a Responsible Officer certifying (A) that since March 31Borrower described in Section 4.4, 2007 there has shall have been no event or condition change which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect;; and (ix) certified copies of all consentsa certificate, approvals, authorizations, registrations or filings required to be made or obtained dated the Closing Date and signed by each Loan Party in connection with the Loans and any transaction being financed with the proceeds chief financial officer of the Loans; (x) duly executed payoff lettersGeneral Partner, in form confirming that the Borrower is Solvent before and substance satisfactory after giving effect to the Administrative Agent, executed by each lender holding Indebtedness transactions contemplated to be refinanced at closing, including but not limited to Indebtedness under occur on the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreementClosing Date.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as ArrangerAgent. (b) The Administrative Agent (or its counsel) shall have received the followingfollowing in form and substance reasonably acceptable to Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party thereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Guaranty Agreement and Indemnity and Contribution AgreementAgreement duly executed by each Subsidiary which is not a Foreign Subsidiary; (iv) a duly executed Security Agreement from Borrower granting Administrative Agent a first priority security interest in the Collateral; (v) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan Party, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vvi) certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vivii) a favorable written opinion of ▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇ PLLC▇▇▇, P.A. counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as in the Administrative Agent or the Lenders shall reasonably requestform set forth in Exhibit 3.1(viii); (viiviii) a certificate in the form of Exhibit 3.1(b)(vii)certificate, dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viii) a certificate dated the Closing Date and signed by a Responsible Officer certifying (A) that since March 31, 2007 there has been no event or condition which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect3.2; (ix) certified copies of all consentsagreements, approvalsindentures or notes governing the terms of any Material Indebtedness and all other material agreements, authorizations, registrations or filings required documents and instruments to be made or obtained by each which any Loan Party in connection with the Loans and or any transaction being financed with the proceeds of the Loansits assets are bound; (x) duly executed payoff letterseach document (including, without limitation, any Uniform Commercial Code financing statement) required by the Security Agreement or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in form and substance satisfactory order to create in favor of the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under for the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination benefit of the Commitments thereunderLenders, a perfected Lien on the payment Collateral described therein, prior and superior in full of all obligations owing thereunder and the release of right to any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party other Person (other than with respect to Liens expressly permitted by Section 7.2);, shall be in proper form for filing, registration or recordation. (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under all liability insurance; (xiiixi) duly executed Notices of Borrowing, if applicable; and (xivxii) a duly executed funds disbursement agreement.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America SecuritiesSunTrust Capital Markets, LLCInc., as Arranger. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Revolving Credit and/or Competitive Bid Notes payable to such Lender and the Swingline Note payable to the Swingline Lender; (iii) a the duly executed Subsidiary Guarantee Guaranty Agreement and Indemnity and Contribution Agreement, executed by each Material Subsidiary and acknowledged by the Borrower; provided, however, that for any Subsidiary that becomes a Material Subsidiary after the Closing Date, this obligation shall be only as provided in Section 5.10; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan Party, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (v) certified copies of the articles or certificate of incorporation incorporation, certificate of organization or limited partnership, or other charter registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporationcorporation and a failure to be so qualified would have a Material Adverse Effect; (vi) a favorable written opinion of ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLC, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (vii) a certificate in the form of Exhibit 3.1(b)(vii)certificate, dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended3.2; (viii) a certificate dated the Closing Date and signed by a Responsible Officer certifying (A) that since March 31, 2007 there has been no event or condition which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence duly executed Notice of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse EffectRevolving Borrowing; (ix) a duly executed funds disbursement agreement; (x) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or filings required advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party Party, in connection with the Loans execution, delivery, performance, validity and any transaction being financed with the proceeds enforceability of the Loans; (x) duly executed payoff letters, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination Loan Documents or any of the Commitments thereundertransactions contemplated thereby, the payment and such consents, approvals, authorizations, registrations, filings and orders shall be in full of all obligations owing thereunder force and the release of any effect and all liens and security interests securing such obligationsapplicable waiting periods shall have expired; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing (A) the internally prepared quarterly financial statements of Borrower and its Subsidiaries on file in such jurisdictions a consolidated basis for the Fiscal Quarter ended on April 30, 2004, and (with all attachmentsB) the audited consolidated financial statements for Borrower and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2);its Subsidiaries for the Fiscal Years ended 2002, 2003 and 2004; and (xii) a certificate certificates of insurance issued on behalf of insurers of each Loan Partythe Borrower and all guarantors, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under Borrower and all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreementguarantors.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially Banks to issue any Letter Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).): (a) The Administrative Agent shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the Closing Date, including including, without limitation, reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Arrangers and their Affiliates (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arrangerthe Arrangers. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement and each other Loan Document signed by or on behalf of each party thereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementAgreement or such Loan Document; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan Party, attaching and certifying copies of its bylaws and of the resolutions of its boards of directorsbylaws, or partnership agreement or limited liability company operating agreementagreement (or a certificate from the Secretary or Assistant Secretary of each Subsidiary Guarantor certifying that such have documents not been amended since last delivered under the Existing Credit Agreement and remain in full force and effect), and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (viii) certified copies of the articles or certificate of incorporation incorporation, certificate of organization or limited partnership, or other charter registered organizational documents of each Loan PartyParty (or a certificate from the Secretary or Assistant Secretary of each Subsidiary Guarantor certifying that such certificates have not been amended since last delivered under the Existing Credit Agreement and remain in full force and effect), together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporationParty; (viiv) a favorable written opinion of ▇▇▇▇▇ & ▇▇▇ , ▇▇▇▇▇▇▇ PLLC& ▇▇▇▇▇▇, LLP, counsel to the Loan Parties, addressed to the Administrative Agent Agent, each Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Lenders shall reasonably requestrequest (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Banks and the Lenders); (vii) a certificate in the form of Exhibit 3.1(b)(vii), dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viiiv) a certificate dated the Closing Date and signed by a Responsible Officer Officer, certifying that after giving effect to the funding of any initial Revolving Borrowing, (Ax) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) as of such date, with the same effect as if made at and as of that date, except to the extent that such representations and warranties related solely to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date) and (z) since March 31the date of the financial statements of the Borrower described in Section 4.4, 2007 there has shall have been no event or condition change which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ixvi) a duly executed Notice of Borrowing for any initial Revolving Borrowing; (vii) a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof; (viii) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or filings required advisable to be made or obtained under any Requirement of Law, or by each any Contractual Obligation of any Loan Party Party, in connection with the Loans execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (ix) copies of (A) the internally prepared quarterly financial statements of the LoansBorrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter ended September 30, 2021, and (B) the audited consolidated and unaudited consolidating financial statements for the Borrower and its Subsidiaries for the Fiscal Year ended December 31, 2020; (x) a duly completed and executed payoff letters, in form Compliance Certificate and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closingPool Certificate, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination calculations of the Commitments thereunderfinancial covenants set forth in Article VI as of September 30, 2021, calculated on a pro forma basis as if the payment initial Revolving Borrowing had been funded as of the first day of the relevant period for testing compliance (and setting forth in full of all obligations owing thereunder and the release of any and all liens and security interests securing reasonable detail such obligationscalculations); (xi) UCCa certificate, judgment dated the Closing Date and tax lien searches in the jurisdiction of signed by the chief executive office and jurisdiction of incorporation or organization financial officer of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence confirming that no Liens exist on any assets or properties of any such each Loan Party (other than Liens permitted by Section 7.2)is Solvent before and after giving effect to the funding of the initial Revolving Borrowing and the consummation of the transactions contemplated to occur on the Closing Date; (xii) a certificate copies of insurance issued on behalf favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of insurers of each the Loan PartyParties, describing in reasonable detail the types and amounts of insurance (property and liability) maintained as requested by such Loan Party, naming the Administrative Agent as additional insured under all liability insuranceAgent, indicating that there are no prior Liens on any of the PoolUnencumbered Properties other than Permitted Encumbrances or the direct and indirect Equity Interests in each PoolUnencumbered Property Owner other than Permitted Encumbrances set forth in clause (i) of such definition; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreement.

Conditions to Effectiveness. The obligations of the --------------------------- Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).. ------------ (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLCSunTrust Equitable Securities Corporation, as Arranger. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party thereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Guaranty Agreement and Indemnity and Contribution Agreement; (iv) copies of duly executed payoff letters, in form and substance satisfactory to Administrative Agent, executed by each of the Existing Lenders; (v) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan Party, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vvi) certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vivii) a favorable written opinion of ▇. ▇▇▇▇ & ▇▇▇▇ ▇▇▇▇▇ PLLC, counsel to Vice President, General Counsel and Secretary of the Loan PartiesBorrower, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viiviii) a certificate in the form of Exhibit 3.1(b)(vii)certificate, dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viii) a certificate dated the Closing Date and signed by a Responsible Officer certifying (A) that since March 31, 2007 there has been no event or condition which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; 3.2; ----------- (ix) certified copies of all consents, approvals, authorizations, registrations or filings required to be made or obtained by each Loan Party in connection with the Loans and any transaction being financed with the proceeds of the Loans; (x) a duly executed payoff letters, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices Notice of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreement.;

Conditions to Effectiveness. The obligations of the Lenders (including Purchasers to purchase the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder Notes shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).): (a) The Administrative Collateral Agent and the Purchasers shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the Closing Date, including to the extent invoiced in reasonable detail at least one (1) Business Day prior to the Closing Date, including, without limitation, reimbursement or payment of all out-of-pocket reasonable and documented (in summary form) costs and expenses of the Collateral Agent (including reasonable feesincluding, charges but not limited to, attorneys’ fees and disbursements of counsel to costs), the Administrative Agent) Purchasers and their Affiliates, in each case, required to be reimbursed or paid by the Borrower Issuer hereunder, under any other Loan Document Note Document, the Fee Letters, the Commitment Letter and under any other agreement with the Administrative Collateral Agent or Banc of America Securities, LLC, as Arrangerthe any Purchaser. (b) The Administrative Collateral Agent and the Purchasers (or its counseltheir respective counsels) shall have received the following, each to be in form and substance reasonably satisfactory to the Collateral Agent and the Purchasers: (i) a counterpart of this Agreement signed by or on behalf of each party thereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreementhereto; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, Secretary (or manager or member, as applicable, other comparable Responsible Officer) of each Loan PartyNote Party in substantially the form of Exhibit 3.1(b)(ii), attaching and certifying copies of its bylaws and of the resolutions of its boards of directorsbylaws, or partnership agreement or limited liability company operating agreement, and of the resolutions of its Governing Body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Note Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Note Party executing the Loan Note Documents to which it is a party; (viii) certified copies of the articles or certificate of incorporation incorporation, certificate of organization or limited partnership, or other charter registered organizational documents of each Loan Note Party, together with certificates of good standing or existence, as may be available from the Secretary of State of (A) the jurisdiction of incorporation or organization of such Loan Note Party and (B) each other jurisdiction where such Loan Note Party is required to be qualified to do business as a foreign corporationcorporation where the failure to be so qualified would reasonably be expected to have a Material Adverse Effect; (viiv) a favorable written opinion of ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLCDechert LLP, counsel to the Loan Note Parties, and, if reasonably requested by the Required Purchasers, customary local counsel opinions with respect to certain Note Parties each addressed to the Administrative Collateral Agent and each of the LendersPurchasers, and covering such matters relating to the Loan Note Parties, the Loan Note Documents and the transactions contemplated therein as the Administrative Collateral Agent or the Lenders Required Purchasers shall reasonably request; (viiv) a certificate in substantially the form of Exhibit 3.1(b)(vii3.1(b)(v), dated the Closing Date and signed by a Responsible Officer, confirming compliance certifying that after giving effect to the purchase of the Notes, (x) since December 31, 2016, no event, act, condition or occurrence of whatever nature (including any adverse determination in any litigation, arbitration, or governmental investigation or proceeding), whether singularly or in conjunction with any other event or events, act or acts, condition or conditions, occurrence or occurrences whether or not related, that has resulted in a Material Adverse Effect has occurred, (y) at the conditions time of and immediately after giving effect to the purchase and sale of the Notes hereunder, the representations and warranties set forth in paragraphs this Agreement and the other Note Documents shall be true and correct in all material respects (aother than those representations and warranties (i) that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects or (ii) that expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (b) and (cz) at the time of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as immediately after giving effect to the purchase and sale of the most recent fiscal quarter endedNotes hereunder, no Default or Event of Default shall exist; (vi) a report setting forth the sources and uses of the proceeds of the Notes; (vii) the ABDC Intercreditor Agreement, duly executed and delivered by the parties thereto; (viii) a certificate dated the Closing Date and signed by a Responsible Officer certifying (A) that since March 31, 2007 there has been no event or condition which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all material consents, approvals, authorizations, registrations or registrations, filings and orders required to be made or obtained under any Requirement of Law, or by each Loan Party any material Contractual Obligation of any Note Party, in connection with the Loans execution, delivery, performance, validity and any transaction being financed with the proceeds enforceability of the LoansNote Documents or any of the transactions contemplated thereby, if any, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired,; (ix) copies of (A) the financial statements described in Section 4.4(a) and (B) the Issuer and its Subsidiaries’ statement of profit and loss for May 2017; (x) the Guaranty and Security Agreement, duly executed payoff lettersby the Issuer and each of its Domestic Subsidiaries (but excluding any Specified Strategic Joint Venture (in each case, in form and substance satisfactory if formed prior to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004Closing Date)), together with evidence satisfactory (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the Administrative Agent perfection of the Liens granted under the Guaranty and Security Agreement, as reasonably requested by the Collateral Agent, acting at the direction of the Required Purchasers, or the Required Purchasers in order to perfect such Liens, duly authorized by the Note Parties, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Note Parties, as reasonably requested by the Collateral Agent, acting at the direction of the Required Purchasers, or the Required Purchasers, indicating that there are no prior Liens on any of the Collateral other than Specified Permitted Liens and Liens to be released on the Closing Date, (C) an Information and Collateral Disclosure Certificate, duly completed and executed by the Note Parties, (D) as necessary, duly executed Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements, and (E) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Note Party (or, in the case of any Foreign Subsidiary directly owned by a Note Party, not more than 65% of the issued and outstanding voting Capital Stock of such Foreign Subsidiary), in each case, to the termination extent certificated prior to the Closing Date, and related stock or membership interest powers or other appropriate instruments of the Commitments thereunder, the payment transfer executed in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligationsblank; (xi) UCCa summary, judgment which may include a flow chart and tax lien searches summary of the Note Parties’ and their Subsidiaries’ cash management system, setting forth in reasonable detail the principal bank accounts of the Note Parties and their Subsidiaries where any cash balances and proceeds of receivables are collected, aggregated and/or maintained in the jurisdiction ordinary course of the chief executive office and jurisdiction of incorporation or organization of each Loan Partybusiness, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2)Excluded Accounts; (xii) subject to Section 5.16 and the Issuer’s use of commercially reasonable efforts, with respect to the chief executive office of the Issuer and each additional leased property where books or records are stored or located, a certificate copy of the underlying lease, as applicable, and a Collateral Access Agreement from the landlord of such leased property; provided that if such Note Party is unable to deliver any such Collateral Access Agreement after using its commercially reasonable efforts to do so, the Required Purchasers shall waive the foregoing requirement in their reasonable discretion; (xiii) copies of duly executed payoff letters with respect to any existing Indebtedness in respect of the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement) and the Existing Priming Credit Agreement and the other Loan Documents (as defined in the Existing Priming Credit Agreement), together with (A) UCC-3 or other appropriate termination statements releasing all liens of the existing lenders upon any of the personal property of the Issuer and its Subsidiaries and authorizations to file such UCC-3s, (B) cancellations and releases releasing all liens of the existing lenders upon any real property owned by the Issuer and its Subsidiaries, and (C) any other releases, terminations or other documents reasonably required by the Required Purchasers to evidence the payoff of such Indebtedness; (xiv) the First Lien/Second Lien Intercreditor Agreement, duly executed and delivered by the parties thereto; (xv) (A) certificates of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Partyany of the Note Parties, in each case naming the Administrative Collateral Agent as loss payee or additional insured under all liability insuranceinsured, as the case may be, and (B) subject to Section 5.16, a lender’s loss payable endorsement (in the case of each of the foregoing clauses (A) and (B), other than with respect to any director and officer indemnification policies, workers’ compensation policies and any policies that provide coverage for property that does not constitute Collateral); (xiiixvi) duly executed Notices of Borrowing, if applicabledocumentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering laws at least five (5) Business Days prior to the Closing Date to the extent that such documentation and information was requested by the Collateral Agent or any Purchaser at least ten (10) days prior to the Closing Date; and (xivxvii) a certificate, dated the Closing Date and signed by a Responsible Officer of the Issuer on behalf of each Note Party, confirming that after giving effect to the execution and delivery of the Note Documents, the incurrence on the Closing Date of the Notes (and the use of proceeds thereof on the Closing Date), and the other transactions contemplated herein to occur on the Closing Date, the Issuer and its Subsidiaries on a consolidated basis are Solvent. (c) The Note Parties shall have used commercially reasonable efforts to deliver Account Control Agreements and Government Receivables Account Agreements, duly executed funds disbursement agreementby each Permitted Third Party Bank and the applicable Note Party to the Collateral Agent and the Purchasers; provided that, if such Account Control Agreements and Government Receivables Account Agreements are not delivered by the Closing Date, the applicable Note Party shall deliver such Account Control Agreements and Government Receivables Account Agreements within ninety (90) days following the Closing Date. (d) There shall be no Indebtedness for borrowed money of the Issuer or any of its Subsidiaries to any Person, other than the Notes, the First Lien Notes, the Senior Notes and other Indebtedness reasonably satisfactory to the Purchasers. (e) There shall not be any pending or threatened in writing litigation, investigation or other proceedings or inquiry (private or governmental) seeking to enjoin the transactions contemplated by this Agreement and the other Note Documents. (f) The Issuer shall have received the cash proceeds of the purchase of the First Lien Notes. (i) The Issuer shall have complied in all material respects with and be in compliance in all material respects with all of the of terms and conditions of the Commitment Letter and the Ares Closing Payment Letter and (b) the representations and warranties of the Issuer set forth under the heading “Evaluation Material” in the Commitment Letter shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by materiality, in which case such representations and warranties shall be true and correct in all respects) as of the Closing Date. (h) The Issuer shall have sold to each Purchaser (or its designee) Warrants (as defined in the Warrant Purchase Agreement, the “Warrants”) to purchase the percentage of the Fully Diluted (as defined in the Warrant Purchase Agreement) Common Stock (as defined in the Warrant Purchase Agreement) set forth next to such Purchaser’s (or its designee’s) signature page to that certain Warrant Purchase Agreement, dated as of the Closing Date (the “Warrant Purchase Agreement”), among the Issuer and each Purchaser (or its designee), and shall have complied with all conditions, covenants and agreements in the Warrant Purchase Agreement. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Purchaser that has signed this Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Purchaser unless the Issuer shall have received notice from such Purchaser prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.29.2). (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Credit Document and under any agreement with the Administrative Agent or Banc of America SecuritiesSunTrust R▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLCInc., as Arranger. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed an executed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such Lender[Reserved]; (iii) a duly executed Subsidiary Guarantee evidence satisfactory to Administrative Agent that the Existing Credit Agreement has been terminated and Indemnity and Contribution Agreementall amounts owing to the Lenders thereunder have been paid in full; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan Partythe Borrower in the form of Exhibit 3.1(b)(iv), attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Credit Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party the Borrower executing the Loan Documents to which it is a partyCredit Documents; (v) certified copies of the articles or certificate of incorporation or other charter documents of each Loan Partythe Borrower, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction jurisdictions of incorporation or organization of such Loan Party the Borrower and each other jurisdiction where such Loan Party is required in which the failure to so qualify and be qualified in good standing would have or would reasonably be expected to do business as have a foreign corporationMaterial Adverse Effect; (vi) a favorable written opinion of ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLC, inside or outside counsel to the Loan PartiesBorrower, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan PartiesBorrower, the Loan Credit Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (vii) a certificate in the form of Exhibit 3.1(b)(vii), dated the Closing Date and signed by a Responsible Financial Officer, confirming compliance with certifying that (A) no Default or Event of Default exists, (B) all representations and warranties of the conditions Borrower set forth in paragraphs (a)the Credit Documents are true and correct in all material respects, (bC) and (c) of Section 3.2 andsince September 30, further2009, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viii) a certificate dated the Closing Date and signed by a Responsible Officer certifying (A) that since March 31, 2007 there has shall have been no event or condition which change that has had or could be reasonably be expected to have, either individually or in the aggregate, have a Material Adverse Effect, and (BD) as to the absence of any actionthere are no actions, suitsuits, investigation investigations or proceeding legal, equitable, arbitration or administrative proceedings pending or, to the knowledge of the Borrower, threatened in against the Borrower, any court of its Subsidiaries or before any arbitrator of its properties which would have or governmental authority that could be reasonably be expected to have a Material Adverse Effect and (E) except as would not result or be reasonably expected to result in a Material Adverse Effect: (a) each of the properties of the Borrower and its Subsidiaries and all operations at such properties are in compliance in all material respects with all applicable Environmental Laws, (b) there is no violation of any Environmental Law with respect to the properties or the businesses operated by the Borrower or its Subsidiaries, and (c) there are no conditions relating to the businesses or properties that would reasonably be expected to give rise to a material liability under any applicable Environmental Laws; (viii) if a Borrowing will be made on the Closing Date, a duly executed Notice of Borrowing and a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof; (ix) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or filings required advisable to be made or obtained under any Requirement of Law, or by each Loan Party any Contractual Obligation of Borrower, in connection with the Loans execution, delivery, performance, validity and enforceability of the Credit Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds of the Loans;thereof shall be ongoing; and (x) duly executed payoff letters, in form and substance satisfactory to copies of (A) the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination internally prepared quarterly financial statements of the Commitments thereunderBorrower and its subsidiaries on a consolidated basis for the Fiscal Quarter ending on June 30, 2010, and (B) the payment in full of all obligations owing thereunder audited consolidated financial statements for the Borrower and its subsidiaries for the release of any fiscal years ending September 30, 2007, 2008, and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreement2009.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLCSunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as Arranger. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party thereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) evidence of the payment and termination of the Prior Credit Facility, in form and substance satisfactory to Administrative Agent; (v) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan Party, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vvi) certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vivii) a favorable written opinion of ▇. ▇▇▇▇ & ▇▇▇▇ ▇▇▇▇▇ PLLC, counsel to Vice President, General Counsel and Secretary of the Loan PartiesBorrower, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viiviii) a certificate in the form of Exhibit 3.1(b)(vii)certificate, dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viii) including a certificate dated the Closing Date and signed by a Responsible Officer certifying (A) representation that since March 31, 2007 there has been no event or condition has occurred since the last audited financial statements which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to would have a Material Adverse Effect; (ix) a duly executed Notice of Borrowing, if applicable; (x) a duly executed funds disbursement agreement; (xi) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or filings required advisable to be made or obtained under any Requirement of Law, or by each Loan Party in connection with the Loans and any transaction being financed with the proceeds of the Loans; (x) duly executed payoff letters, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization contractual obligation of each Loan Party, together in connection with copies the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2);applicable waiting periods shall have expired; and (xii) a certificate copies of the consolidated financial statements of the Borrower and its subsidiaries for the fiscal years ended 2002, 2003, and 2004, including balance sheets, income and cash flow statements audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, and the consolidated financial statements of Borrower and its subsidiaries for the fiscal quarter ending June 30, 2005, and such other financial information as the Administrative Agent may reasonably request; and (xiii) certificates of insurance issued on behalf of insurers of each Loan Partythe Borrower and all guarantors, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Partythe Borrower and all guarantors, naming the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowingand loss payee, if applicable; and (xiv) a duly executed funds disbursement agreementas appropriate.

Conditions to Effectiveness. The obligations effectiveness of this Agreement and the Lenders (including the Swingline Lender) initially willingness of each Lender to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.28.2). (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including (i) reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America SecuritiesSunTrust R▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLCInc., as Arranger and (ii) the upfront fees payable to the Lenders in accordance with the fee letter between the Borrower and the Arranger. (b) The Administrative Agent (or its counsel) shall have received the following, each in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Subordinated Term Notes payable to such Lendereach Lender in respect of the Term Loans; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan Partythe Borrower in the form of Exhibit 3.1(b)(iii), attaching and certifying copies of its bylaws and of the resolutions of its boards board of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party the Borrower executing the Loan Documents to which it is Documents; (a) a partycopy of the charter of the Borrower, certified by the appropriate Governmental Authority and (b) a certificate of corporate existence for the Borrower issued by the Illinois Department of Financial and Professional Regulation; (v) certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vi) a favorable written opinion of V▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLCPrice P.C., counsel to the Loan PartiesBorrower, addressed to the Administrative Agent and each of the LendersLend­ers, and covering such matters relating to the Loan PartiesBorrower, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viivi) a certificate in the form of Exhibit 3.1(b)(vii3.1(b)(vi), dated the Closing Date and signed by a Responsible Officer, confirming compliance with certifying that (w) no Event of Default exists, (x) all representations and warranties of the conditions Borrower set forth in paragraphs (a)the Loan Documents are true and correct, (b) and (cy) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viii) a certificate dated the Closing Date and signed by a Responsible Officer certifying (A) that since March December 31, 2007 2007, there has shall have been no change, event or condition other circumstance which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ixvii) certified copies of all consents, approvals, authorizations, registrations or and filings and orders required to be made or obtained by each Loan Party under any applicable laws in connection with the Loans execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any Governmental Authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (viii) the results of a recent UCC, tax, judgment and lien searches in respect of the LoansBorrower, and such searches shall reveal no liens of record ; (ix) a duly executed copy of the Call Report of the Borrower most recently available as of the Closing Date, (x) duly executed payoff letters, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness evidence that all Loans will be deemed to be refinanced at closing, including but not limited to Indebtedness under Tier 2 Capital by the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations;applicable Governmental Authorities; and (xi) UCCsuch other documents, judgment agreements and tax lien searches in instruments as the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued Administrative Agent on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreementLenders may reasonably request.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent, the Arrangers and the Lenders) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent Agent, the Arrangers or Banc of America Securities, LLC, as Arrangerthe Initial Lenders. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes Term Loan Note payable to such Lender; (iii) a the duly executed Subsidiary Guarantee Guaranty Agreement and the Indemnity and Contribution Agreement, with each duly executed by each Subsidiary Loan Party and acknowledged by the Borrower; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan Party, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a partyparty and attaching copies of each Note Purchase Agreement and certifying that such Note Purchase Agreements are true and correct copies thereof as in effect on the date hereof; (v) certified copies of the articles or certificate of incorporation incorporation, certificate of organization or limited partnership, or other charter registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporationcorporation and a failure to be so qualified would have a Material Adverse Effect; (vi) a favorable written opinion of ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLC, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (vii) copies of each legal opinion delivered to the Borrower by counsel to the Acquired Business, accompanied by reliance letters in favor of the Administrative Agent, the Arrangers and the Lenders; (viii) a certificate in the form of Exhibit 3.1(b)(vii)certificate, dated the Closing Date and signed by a Responsible Officer, (A) confirming compliance by the Borrower with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viii) a certificate dated the Closing Date and signed by a Responsible Officer certifying (A) that since March 31, 2007 there has been no event or condition which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, Fee Letter and Commitment Letter among the parties hereto in respect of Term Loan Commitments (B) as certifing that all conditions precedent to the absence Acquisition, other than the funding of any actionthe Term Loans, suithave been satisfied and (C) attaching a true and correct copy of the Existing Credit Agreement, investigation as amended, supplemented or proceeding pending orotherwise modified, on or prior to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effectdate hereof; (ix) certified copies a solvency certificate from the chief financial officer of the Borrower which shall certify as to the solvency of the Borrower and its Subsidiaries after giving effect to the Acquisition and the other transactions contemplated by this Agreement, all in form and substance satisfactory to the Lenders; (x) a duly executed Notice of Borrowing; (xi) satisfactory evidence that (x) all material (as reasonably determined by the Arrangers) governmental and other third party consents, approvals, authorizations, registrations or and filings required and orders necessary or, in the discretion of the Arrangers, reasonably advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party in connection with the Loans Acquisition, the financing contemplated hereby and any transaction being financed with the proceeds continuing operations of the Loans; (x) duly executed payoff letters, in form Borrower and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to its Subsidiaries shall have been made or obtained and be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder force and the release of any effect, and all liens applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the Acquisition or the financing thereof, and security interests securing such obligations; (xiy) UCC, judgment and tax lien searches no consent decree regarding the Term Loans or the Acquisition shall be in effect on the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2)Closing Date; (xii) copies of (A) the internally prepared quarterly financial statements of Borrower and its Subsidiaries on a certificate consolidated basis for the Fiscal Quarter ending on October 31, 2003, (B) the audited consolidated financial statements for Borrower and its Subsidiaries for the Fiscal Years ended 2001, 2002 and 2003, (C) the internally prepared quarterly financial statements of Target and its Subsidiaries on a consolidated basis for the Fiscal Quarter ending on September 30, 2003, (D) the audited consolidated financial statements for Target and its Subsidiaries for the Fiscal Years ended 2000, 2001 and 2002 and (E) the Borrower’s most recent quarterly report filed with the Securities and Exchange Commission on Form 10-Q for the Fiscal Quarter ending on October 31, 2003; and (xiii) certificates of insurance issued on behalf of insurers of each Loan Partythe Borrower and all guarantors, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Borrower and all guarantors. (c) The sources and uses of funds for the Acquisition shall be satisfactory to the Administrative Agent as additional insured under and the Arrangers (provided, that the aggregate purchase price shall not exceed $370 million (including fees and expenses not exceeding $10 million in the aggregate)). The Arrangers shall be satisfied that the structure, terms and conditions of the proposed Acquisition are substantially similar to the structure, terms and conditions in the sale and purchase agreement for the Acquisition delivered to the Administrative Agent and the Arrangers prior to the Closing Date; the Administrative Agent shall have received certified copies of all liability insurance;documents (including all schedules and exhibits thereto) relating to the Acquisition, which documentation shall be in form and substance satisfactory to the Lenders. The Arrangers shall have received satisfactory evidence that all conditions precedent to the Acquisition, other than the funding of the Term Loans, have been satisfied. (xiiid) duly executed Notices No Default or Event of BorrowingDefault shall have occurred or be continuing (after giving pro forma effect for the Acquisition and the financing thereof) under the Credit Agreement. No default or event of default shall have occurred or be continuing (after giving pro forma effect for the Acquisition and the financing thereof) under any other material indebtedness or other agreement of the Borrower, if applicable; andits Subsidiaries or the Acquired Business. (xive) The Lenders shall be satisfied that no event, development or circumstance shall have occurred since January 31, 2003 (the date of the most recent audited financial statements delivered to the Lenders as of the date hereof) that has caused or could reasonably be expected to cause a duly executed funds disbursement agreementMaterial Adverse Effect.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Effective Date, including upfront fees for the Lenders and reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as the Lead Arranger. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to each Lender only if requested by such LenderLender at least one (1) Business Day prior to the Closing Date; (iii) a duly executed Subsidiary Guarantee Agreement delivery of lien searches in form and Indemnity and Contribution Agreementsubstance reasonably satisfactory to the Administrative Agent; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan Partythe General Partner in the form of Exhibit 3.1(b)(iv), attaching and certifying copies of its bylaws and of (x) the resolutions of its boards of directorsbylaws, or the partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizationsauthorizations of the Borrower and the General Partner and (y) resolutions of the board of directors or comparable governing body of the General Partner and the General Partner on behalf of the Borrower, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying by the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a partyBorrower; (v) certified copies of the articles or certificate of incorporation incorporation, certificate of organization or limited partnership, or other charter registered organizational documents of each Loan Partythe Borrower and the General Partner, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party the Borrower and the General Partner, and each other jurisdiction where such Loan Party the Borrower is required to be qualified to do business as a foreign corporation; (vi) a certificate signed by a Responsible Officer, certifying the name, title and true signature of each officer of the General Partner executing the Loan Documents on behalf of the Borrower to which the Borrower is a party; (vii) a favorable written opinion of ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLC, counsel to the Loan PartiesBorrower, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan PartiesBorrower and the General Partner, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Lenders shall reasonably request; (viiviii) a certificate in the form of Exhibit 3.1(b)(vii3.1(b)(viii), dated the Closing Date and signed by a Responsible Officer, confirming compliance certifying that (A) all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law or by any Contractual Obligation of the Borrower, in connection with the conditions execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby have been obtained , and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing, (B) no Default or Event of Default exists, (C) no default or event of default exists in respect of any Material Indebtedness, (D) all representations and warranties of the Borrower set forth in paragraphs the Loan Documents are true and correct in all material respects (aother than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects), (bE) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as since the date of the most recent fiscal quarter ended; (viii) a certificate dated financial statements of the Closing Date and signed by a Responsible Officer certifying (A) that since March 31Borrower described in Section 4.4, 2007 there has shall have been no event or condition change which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse EffectEffect and (F) the Closing Date Acquisition has occurred; (ix) certified copies of all consents, approvals, authorizations, registrations or filings required to be made or obtained by each Loan Party in connection with the Loans and any transaction being financed with the proceeds of the Loans; (x) duly executed payoff letters, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof; (x) a certificate, dated the Closing Date and signed by the chief financial officer of the General Partner, confirming that the Borrower is Solvent before and after giving effect to the transactions contemplated to occur on the Closing Date; and (xi) to the extent requested by the Administrative Agent, the Administrative Agent shall have received, a reasonable time prior to the Closing Date, all documentation and other information with respect to the Borrower and the General Partner that the Administrative Agent reasonably believes is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).): (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower Borrowers hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLCSunTrust R▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as Lead Arranger. (b) Contemporaneously with the effectiveness of this Agreement, the Note Purchase Agreement shall have become effective and the Borrowers shall have received the proceeds of the Private Placement Indebtedness pursuant to, and in accordance with, the terms and conditions of the Note Purchase Agreement, and the Administrative Agent (or its counsel) shall have received true and correct copies of each of the documents constituting the Private Placement Loan Documents as in effect on the Closing Date, certified as true and correct by a Responsible Officer of C▇▇▇▇▇▇▇. (c) The Administrative Agent (or its counsel) shall have received the following: (i) on or prior to the Closing Date, a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lenderon or prior to the Funding Date, duly executed Notes payable to such each Lender, as applicable; (iii) on or prior to the Funding Date, a duly executed Subsidiary Guarantee Guaranty Agreement and Indemnity and Contribution Agreementfrom each Subsidiary Loan Party; (iv) on or prior to the Funding Date, a Pledge Agreement duly executed by C▇▇▇▇▇▇▇ covering all of the capital stock of International, together with delivery of the original stock certificates evidencing such shares, undated stock powers executed in blank, and such documents shall be accompanied by such other documents as the Administrative Agent may reasonably request (including without limitation, certificates of incorporation, incumbency certificates of such entities, articles of incorporation, bylaws, other organizational documents, membership operating agreements, opinion letters (including legal opinions of foreign counsel to the relevant Consolidated Parties) and appropriate resolutions of the governing body of any such Foreign Subsidiary); (v) on or prior to the Funding Date, duly executed Payoff Letters, executed by each of the Existing Lenders; (vi) on or prior to the Closing Date, a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Borrower and/or each Subsidiary Loan PartyParty (or other similar officer for entities other than corporations), attaching and certifying copies of its bylaws bylaws, partnership or operating agreement, as the case may be, and of the resolutions of its boards of directors, Board of Managers or partnership agreement or limited liability company operating agreementresolutions, or comparable organizational documents and authorizationsas the case may be, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Borrower or Subsidiary Loan Party executing the Loan Documents to which it is a party; (vvii) on or prior to the Closing Date, certified copies of the certificate or articles of incorporation or other charter documents of formation or organization of each Borrower and each Subsidiary Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization formation of such each Borrower and each Subsidiary Loan Party and (x) each other jurisdiction where such Loan Party is required the ownership of property or the conduct of its business requires the Borrowers to be qualified to do business as a (provided that any such foreign corporation; (vi) a favorable written opinion of good standing certificates for C▇▇▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLC, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Lenders shall reasonably request; (vii) a certificate in the form of Exhibit 3.1(b)(vii), dated which are not delivered by the Closing Date may be delivered after such date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viii) a certificate dated the Closing Date and signed by a Responsible Officer certifying (A) that since March 31, 2007 there has been no event or condition which has had or could reasonably shall be expected subject to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations or filings required to be made or obtained by each Loan Party in connection with the Loans and any transaction being financed with the proceeds of the Loans; (x) duly executed payoff letters, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreement.51

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the each Issuing Bank initially to issue any Letter Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).): (a) The Administrative Agent shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Arranger and their Affiliates (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as the Arranger. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party thereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreementhereto; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan Party, (A) attaching and certifying (1) certified copies of its bylaws and articles or certificate of the resolutions incorporation, certificate of organization or limited partnership, or other registered organizational documents, (2) copies of its boards of directorsbylaws, or partnership agreement or limited liability company operating agreementagreement or comparable organizational documents, (3) the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and (4) certificates of good standing or existence, as may be available from the Secretary of State of its jurisdiction of organization and each other jurisdiction where it is required to be qualified to do business as a foreign corporation and (B) certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (v) certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (viiii) a favorable written opinion of ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLCDLA Piper LLP (US), counsel to the Loan Parties, addressed to the Administrative Agent Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank and the Lenders shall reasonably requestand any other Person who becomes a Lender pursuant to Section 2.23 or 2.27); (vii) a certificate in the form of Exhibit 3.1(b)(vii), dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viiiiv) a certificate dated the Closing Date and signed by a Responsible Officer Officer, certifying (A) that since March 31, 2007 there has been no event or condition which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as after giving effect to the absence funding of any actionRevolving Borrowing to be made on the Closing Date, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened conditions set forth in any court or before any arbitrator or governmental authority that could reasonably be expected to Sections 3.2(a) and 3.2(b) have a Material Adverse Effectbeen satisfied; (ixv) a duly executed Notice of Borrowing for any Revolving Borrowing to be made on the Closing Date, together with a report setting forth the sources and uses of the Loans made on the Closing Date; (vi) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or filings required advisable to be made or obtained under any Requirement of Law, or by each any Contractual Obligation of any Loan Party Party, in connection with the Loans execution, delivery, performance, validity and enforceability of the Loan Documents or any of the LEGAL02/42400466v16 transactions contemplated hereby or thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any Governmental Authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (vii) copies of (A) the internally prepared quarterly financial statements of the LoansBorrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter ended December 31, 2022, (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the Fiscal Years ended December 31, 2021 and December 31, 2022 and (C) financial projections on an annual basis for the Fiscal Years ending December 31, 2023, December 31, 2024, December 31, 2025, December 31, 2026 and December 31, 2027; (viii) a duly completed and executed Compliance Certificate, including calculations of the financial covenants set forth in Article VI as of December 31, 2022, calculated on a pro forma basis (x) as if any Revolving Borrowing to be made on the Closing Date had been funded as of the first day of the relevant period for testing compliance (and setting forth in reasonable detail such calculations) and (y) after giving effect to the initial public offering that occurred on January 12, 2023; (ix) a certificate, dated the Closing Date and signed by the chief financial officer of the Borrower, confirming that the Borrower and its Subsidiaries (on a consolidated basis) are, and the Loan Parties (on a consolidated basis) are, Solvent before and after giving effect to the funding of any Revolving Borrowing to be made on the Closing Date and the consummation of the transactions contemplated to occur on the Closing Date; (x) the Guaranty Agreement, duly executed by each Loan Party; (xi) copies of UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties as requested by the Administrative Agent; (xii) a duly executed payoff lettersletter, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness in connection with the Existing Credit Agreement, with confirmation to be refinanced at closing, including but not limited the Administrative Agent to Indebtedness under its satisfaction that the Borrower’s $100,000,000 Revolving Existing Credit Agreement dated December 10shall have been terminated, 2004all commitments of the lenders thereunder to fund additional advances shall have been terminated, and all amounts outstanding thereunder, together with all accrued and unpaid interest, fees and other amounts shall have been paid in full on the Closing Date, together with any releases, terminations or other documents reasonably required by the Administrative Agent to evidence the payoff of Indebtedness owed pursuant to the Existing Credit Agreement; (xiii) a copy of the complete currently effective investment policy of each Loan Party and each Insurance Subsidiary (which investment policy shall be reasonably satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2Lenders); (xiixiv) at least five (5) days prior to the Closing Date, all documentation and other information required by bank regulatory authorities or reasonably requested by the Administrative Agent or any Lender under or in respect of applicable “know your customer” and anti-money laundering Legal Requirements including the Patriot Act and, if Borrower qualifies as a certificate “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to Borrower; and (xv) certificates of insurance issued on behalf of insurers of each Loan Partyinsurance, in form and detail acceptable to the Administrative Agent, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such any of the Loan PartyParties. Without limiting the generality of the provisions of this Section, naming for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Agreement shall be deemed LEGAL02/42400466v16 to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreementshall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America SecuritiesSunTrust Capital Markets, LLCInc., as Arranger. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Revolving Notes payable to such Lender and the Swingline Note payable to the Swingline Lender; (iii) a the Subsidiary Guaranty Agreement duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreementby each Domestic Restricted Subsidiary; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan PartyParty in the form of Exhibit 3.1(b)(iv), attaching and certifying copies of its bylaws and of the resolutions of its boards board of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (v) certified copies of the articles or certificate of incorporation incorporation, certificate of organization or limited partnership, or other charter registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vi) a favorable written opinion of (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, general counsel to the Loan Parties and (ii) Hunton & ▇▇▇ ▇▇▇▇▇▇ PLLCLLP, special counsel to the Loan Parties, each addressed to the Administrative Agent and each of the Lenders, and Lenders covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (vii) Intentionally Omitted (viii) a certificate in the form of Exhibit 3.1(b)(vii3.1(b)(viii), dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in paragraphs (a), (b) the Loan Documents are true and correct and (cz) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as since the date of the most recent fiscal quarter ended; (viii) a certificate dated financial statements of the Closing Date and signed by a Responsible Officer certifying (A) that since March 31Borrower described in Section 4.4, 2007 there has shall have been no event or condition change which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or filings required advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party Party, in connection with the Loans execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds of the Loansthereof shall be ongoing; (x) copies of (A) the internally prepared quarterly financial statements of Borrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter ending on September 30, 2006, and (B) the audited consolidated financial statements for Borrower and its Subsidiaries for the Fiscal Years ended 2003, 2004 and 2005; (xi) duly executed payoff lettersSecurity Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly executed by the Borrower and the Subsidiary Loan Parties, (B) copies of favorable UCC search reports in all necessary or appropriate jurisdictions and under all legal names of the Borrower and the Subsidiary Loan Parties requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Liens in favor of the Administrative Agent and Permitted Encumbrances and (C) a Perfection Certificate duly completed and executed by the Borrower; (xii) duly executed Control Account Agreements with each bank (other than SunTrust Bank) that maintains deposit accounts and Blocked Accounts with average deposits in excess of $2,000,000 in the aggregate and each securities intermediary that maintains investment accounts, on behalf of any Loan Party on the Closing Date; (xiii) the duly executed Pledge Agreements or assignments and amendments (in form and substance satisfactory to Administrative Agent) to Pledge Agreements executed in connection with the Existing Credit Agreement, together with (A) original stock certificates evidencing the issued and outstanding shares of capital stock pledged to the Administrative Agent to the Pledge Agreement, (B) stock powers or other appropriate instruments of transfer executed in blank and (C) all pledged notes; and (xiv) certificates of insurance, in form and detail acceptable to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by such the Loan PartyParties, in each case naming the Administrative Agent as loss payee (with respect to the Pasadena and Sauget plants, the Richmond, Virginia headquarters and the Borrower’s and its Domestic Restricted Subsidiaries’ research and development facilities) or additional insured under all liability insurance; (xiii) duly executed Notices of Borrowinginsured, if applicable; and (xiv) as the case may be, together with a duly executed funds disbursement agreementlender’s loss payable endorsement in form and substance satisfactory to the Administrative Agent.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the each Issuing Bank initially to issue any Letter Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).10.2 or otherwise permitted to be satisfied after the Closing Date pursuant to Section 5.16): (a) The Administrative Agent shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the Closing Date, including including, without limitation, reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Lead Arrangers and their Affiliates (including reasonable fees, charges and disbursements of one primary counsel to the Administrative Agent, one local counsel in each applicable jurisdiction and any special regulatory counsel) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arrangerthe Lead Arrangers. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy or email transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan PartyParty in the form of Exhibit 3.1(b)(ii), attaching and certifying copies of its bylaws (A) such Loan Party’s articles or certificate of incorporation, formation, organization or limited partnership, or other registered organizational documents, which shall, if a recently certified copy thereof has been received by the Loan Parties from such Secretary of State prior to the Closing Date, be certified as of a recent date by the Secretary of State of the jurisdiction of organization of such Loan Party, or certifying that there have been no changes to such Loan Party’s articles or certificate of incorporation, formation, organization or limited partnership, or other registered organizational documents, as applicable, certified by the Secretary of State of the jurisdiction of organization of such Loan US-DOCS\107476819.12 Party and delivered to the Administrative Agent on the Original Closing Date, the First Amendment and Restatement Date, the Second Amendment and Restatement Date or the date of such Loan Party’s joinder as a Loan Party, as applicable, (B) such Loan Party’s bylaws, limited liability company agreement or partnership agreement, as applicable, or certifying that there have been no changes to such Loan Party’s bylaws, limited liability company agreement or partnership agreement, as applicable, delivered to the Administrative Agent on the Original Closing Date, the First Amendment and Restatement Date, the Second Amendment and Restatement Date or the date of such Loan Party’s joinder as a Loan Party, as applicable, (C) the resolutions of its boards such Loan Party’s board of directors, managers, members, general partner or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizationsother equivalent governing body, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the nameparty, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vD) certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available applicable, from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where the failure of such Loan Party is required to be qualified to do business as a foreign corporationcompany would have a Material Adverse Effect, in each case as of a recent date, and (E) a certificate of incumbency containing the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which such Loan Party is a party; (viiii) a favorable written opinion opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLCLLP, counsel to the Loan Parties, and ▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., Nevada counsel to the Loan Parties, in each case, addressed to the Administrative Agent Agent, each Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viiiv) a certificate in the form of Exhibit 3.1(b)(vii3.1(b)(iv), dated the Closing Date and signed by a Responsible Officer, confirming compliance with certifying that after giving effect to the conditions Related Transactions, (A) no Default or Event of Default has occurred and is continuing on the Closing Date, (B) all representations and warranties of each Loan Party set forth in paragraphs the Loan Documents are true and correct in all material respects (aother than those representations and warranties that are expressly qualified by Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects), (bC) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as since the date of the most recent fiscal quarter ended; (viii) a certificate dated financial statements of the Closing Date and signed by a Responsible Officer certifying (A) that since March 31Borrower described in Section 4.4(i), 2007 there has been no event or condition change which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse EffectEffect and (D) the conditions set forth in clause (b)(vii) and (xiii) below have been satisfied; (ixv) certified copies a duly executed Notice of Borrowing for each Borrowing on the Closing Date; (vi) a report setting forth the sources and uses of the proceeds hereof; (vii) all consents, approvals, authorizations, registrations or and filings and orders required to be made or obtained under any Requirement of Law, or by each any Contractual Obligation of any Loan Party Party, in connection with the Loans execution, delivery, performance, validity and enforceability of the Loan Documents, the other Related Transaction Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (viii) copies of (A) the quarterly financial statements of the LoansBorrower and its Subsidiaries (and the Pennant Subsidiaries) on a consolidated basis for the Fiscal Quarter ended March 31, 2019 and the Fiscal Quarter ended June 30, 2019, including, in each case, the related statements of income and cash flows, (B) the audited consolidated financial statements for the Borrower and its Subsidiaries (and the Pennant Subsidiaries) for the Fiscal Year ended December 31, 2018, including in each case the related statements of income, shareholders’ equity and cash flows, (C) a pro forma balance sheet and related pro forma statements of income and cash flows of the Borrower and its Subsidiaries (for the avoidance of doubt, excluding the Pennant Subsidiaries) as of and for (x) the twelve-month period ending on December 31, 2018 and (y) the twelve-month period ending on the last day of each Fiscal Quarter ending after December 31, 2018 and at least 60 days prior to the Closing Date, in each case, prepared so as to give effect to the Related Transactions as if the Related Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning US-DOCS\107476819.12 of such period (in the case of such other financial statements) and (D) financial projections of the Borrower and its Subsidiaries (for the avoidance of doubt, excluding the Pennant Subsidiaries) on an annual basis through December 31, 2024; (ix) a duly completed and executed Compliance Certificate, including calculations of the financial covenants set forth in Article VI hereof as of June 30, 2019, calculated on a pro forma basis as if the initial Borrowing(s) had been funded and the Pennant Transaction and the other Related Transactions had occurred, in each case, as of the first day of the relevant period for testing compliance (and setting forth in reasonable detail such calculations); (x) a certificate, dated the Closing Date and signed by the chief financial officer of the Borrower, confirming that the Borrower is, and the Borrower and its Subsidiaries, on a consolidated basis, are, Solvent before and after giving effect to the funding of the initial Borrowing(s) and the consummation of the Pennant Transaction and the other Related Transactions contemplated to occur on the Closing Date; (xi) the Guaranty and Security Agreement, duly executed payoff lettersby the Borrower and each of its Domestic Subsidiaries (other than the Excluded Subsidiaries), together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax and judgment lien search reports in all necessary or appropriate jurisdictions, as requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances and other Liens permitted under Section 7.2 and Liens to be released on the Closing Date, (C) a Perfection Certificate, duly completed and executed by the Borrower, (D) duly executed Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements, (E) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries (other than the Excluded Subsidiaries) owned directly by any Loan Party; provided that, in the case of Capital Stock of any Foreign Subsidiary that is a CFC and Capital Stock of any Pass-Through Foreign Holdco, such original certificates shall be limited to 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary or such Pass-Through Foreign Holdco, as applicable, (F) stock or membership interest powers or other appropriate instruments of transfer executed in blank and (G) a master intercompany promissory note duly executed by the Borrower and its Subsidiaries; (i) certificates of insurance, in form and substance satisfactory detail acceptable to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such any of the Loan PartyParties, in each case naming the Administrative Agent as loss payee or additional insured under all liability insuranceinsured, as the case may be, together with endorsements in form and substance reasonably satisfactory to the Administrative Agent; (xiiiii) duly executed Notices evidence that (A) the Borrower has declared the dividend or distribution constituting the Pennant Transaction and (B) the Pennant Transaction has been consummated or will be consummated substantially concurrently with the effectiveness of Borrowingthis Agreement on the Closing Date, in each case, in form and substance satisfactory to the Administrative Agent; (iii) at least three (3) days prior to the Closing Date, (A) all documentation and other information with respect to the Borrower and each other Loan Party that the Administrative Agent or any Lender reasonably determines is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act and the Beneficial Ownership Regulation, to the extent reasonably requested by the Administrative Agent at least ten (10) days before the Closing Date, and (B) if applicablethe Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower; and (xiviv) the Closing Date Refinancing shall have occurred or shall occur substantially concurrently with the effectiveness of this Agreement. US-DOCS\107476819.12 Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a duly executed funds disbursement agreementLender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arrangerthe Lead Arrangers. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such Lendereach Lender requesting a note; (iii) a the Subsidiary Guaranty Agreement duly executed by each Subsidiary Guarantee Agreement and Indemnity and Contribution Agreementthat is a Domestic Subsidiary; (iv) the Security Agreement duly executed by the Borrower and each Subsidiary that is a Domestic Subsidiary; (v) the Pledge Agreement duly executed by the Borrower and each Subsidiary that is a Domestic Subsidiary; (vi) copies of duly executed payoff letters, in form and substance satisfactory to Administrative Agent, executed by each holder of existing Indebtedness or the agent thereof; together with (a) the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons and in which the chief executive office of each such Person is located and in the other jurisdictions in which such Persons maintain property, together with copies of the financing statements (or similar documents) disclosed by such search, (b) UCC-3 or other appropriate termination statements, in form and substance satisfactory to Administrative Agent, releasing all liens of such holders or agent upon any of the personal property of the Borrower and its Subsidiaries, (c) cancellations and releases, in form and substance satisfactory to the Administrative Agent, releasing all liens of such holders or agent upon any of the real property of the Borrower and its Subsidiaries, and (d) any other releases, terminations or other documents reasonably required by the Administrative Agent to evidence the payoff of such Indebtedness; (vii) a certificate of the Secretary or Assistant Secretary, any authorized officer or manager or member, as applicable, of each Loan PartyParty in form and substance acceptable to the Administrative Agent, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vviii) certified copies of the articles or certificate of incorporation incorporation, certificate of organization or limited partnership, or other charter registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporationParty; (viix) a Reserved; (x) favorable written opinion opinions of ▇▇▇▇▇ & ▇▇▇▇ ▇▇▇▇▇▇▇ PLLCLLP, counsel to the Loan Parties, and general counsel to the Borrower, each addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viixi) a certificate certificate, in form and substance acceptable to the form of Exhibit 3.1(b)(vii)Administrative Agent, dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in paragraphs (a), (b) the Loan Documents are true and correct and (cz) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as since the date of the most recent fiscal quarter ended; (viii) a certificate dated financial statements of the Closing Date and signed by a Responsible Officer certifying (A) that since March 31Borrower described in Section 4.4, 2007 there has shall have been no event or condition change which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ixxii) a duly executed Notice of Borrowing; (xiii) a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds of the Loans to be disbursed on the Closing Date; (xiv) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or filings required advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any Governmental Authority regarding the Loans and or any transaction being financed with the proceeds of the Loansthereof shall be ongoing; (x) duly executed payoff letters, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreement.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America SecuritiesSunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Capital Markets, LLCInc., as Lead Arranger. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party thereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, a duly executed Notes Note payable to such each Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; Table of Contents (iv) the duly executed Pledge Agreement(s), if any, together with any and all certificates representing the Capital Stock pledged thereby, instruments of transfer and stock powers endorsed in blank, and Uniform Commercial Code financing statements in appropriate form with respect thereto; (ivv) evidence that the Borrower’s Existing Credit Agreement has been terminated, and all interest, fees and principal accrued thereunder through the Closing Date will be paid in full from the initial Revolving Loan; (vi) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan Party, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vvii) certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (viviii) a the favorable written opinion opinions of (A) ▇▇▇▇▇ & ▇▇▇▇ ▇▇▇▇▇▇, general counsel of the Loan Parties and (B) ▇▇▇▇▇▇ PLLC& Bird LLP, special counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and each covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viiix) a certificate in the form of Exhibit 3.1(b)(vii)certificate, dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended3.2; (viiix) a certificate dated the Closing Date and signed by a Responsible Officer certifying (A) that since March 31duly executed Notices of Borrowing, 2007 there has been no event or condition which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effectif applicable; (ixxi) a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof; (xii) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or filings required advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party Party, in connection with the Loans execution, delivery, performance, validity and any transaction being financed with the proceeds enforceability of the Loans;Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired; and (xxiii) duly executed payoff letterscertificates of insurance, in form and substance satisfactory detail acceptable to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) covering any of the tangible insurable property maintained by such the Loan Party, naming the Administrative Agent as additional insured under all liability insuranceParties; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreement.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).): (a) The Administrative Agent shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the Closing Date, including including, without limitation, reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Arrangers and their Affiliates (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arrangerthe Arrangers. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement and each other Loan Document signed by or on behalf of each party thereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementAgreement or such Loan Document; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan Party, attaching and certifying copies of its bylaws and of the resolutions of its boards of directorsbylaws, or partnership agreement or limited liability company operating agreementagreement (or a certificate from the Secretary or Assistant Secretary of each Subsidiary Guarantor certifying that such have documents not been amended since last delivered under the Existing Term Loan Agreement and remain in full force and effect), and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (viii) certified copies of the articles or certificate of incorporation incorporation, certificate of organization or limited partnership, or other charter registered organizational documents of each Loan PartyParty (or a certificate from the Secretary or Assistant Secretary of each Subsidiary Guarantor certifying that such certificates have not been amended since last delivered under the Existing Term Loan Agreement and remain in full force and effect), together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporationParty; (viiv) a favorable written opinion of ▇▇▇▇▇ & ▇▇▇ , ▇▇▇▇▇▇▇ PLLC& ▇▇▇▇▇▇, LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Lenders shall reasonably requestrequest (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent and the Lenders); (vii) a certificate in the form of Exhibit 3.1(b)(vii), dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viiiv) a certificate dated the Closing Date and signed by a Responsible Officer Officer, certifying that after giving effect to the funding of the Term Loans on the Closing Date, (Ax) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) as of such date, with the same effect as if made at and as of that date, except to the extent that such representations and warranties related solely to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date) and (z) since March 31the date of the financial statements of the Borrower described in Section 4.4, 2007 there has shall have been no event or condition change which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ixvi) [Intentionally Omitted]; (vii) a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof; (viii) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or filings required advisable to be made or obtained under any Requirement of Law, or by each any Contractual Obligation of any Loan Party Party, in connection with the Loans execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (ix) copies of the Loansaudited consolidated and unaudited consolidating financial statements for the Borrower and its Subsidiaries for the Fiscal Year ended December 31, 2023; (x) a duly completed and executed payoff letters, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closingCompliance Certificate, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination calculations of the Commitments thereunderfinancial covenants set forth in Article VI as of December 31, 2023, calculated on a pro forma basis as if the payment Term Loans had been funded as of the first day of the relevant period for testing compliance (and setting forth in full of all obligations owing thereunder and the release of any and all liens and security interests securing reasonable detail such obligationscalculations); (xi) UCCa certificate, judgment dated the Closing Date and tax lien searches in the jurisdiction of signed by the chief executive office and jurisdiction of incorporation or organization financial officer of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence confirming that no Liens exist on any assets or properties of any such each Loan Party (other than Liens permitted by Section 7.2)is Solvent before and after giving effect to the funding of the Term Loans and the consummation of the transactions contemplated to occur on the Closing Date; (xii) a certificate copies of insurance issued on behalf favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of insurers of each the Loan PartyParties, describing in reasonable detail to the types and amounts of insurance (property and liability) maintained extent requested by such Loan Party, naming the Administrative Agent as additional insured under all liability insuranceAgent, indicating that there are no prior Liens on any of the Unencumbered Properties other than Permitted Encumbrances or the direct and indirect Equity Interests in each Unencumbered Property Owner other than Permitted Encumbrances set forth in clause (i) of such definition; (xiii) duly executed Notices Subsidiary Guarantor Organizational Deliverables with respect to all Guarantors that are not “Guarantors” under the Existing Term Loan Agreement as of Borrowing, if applicablethe Closing Date; (xiv) reasonably satisfactory evidence that all obligations owed to Exiting Lenders under the Existing Term Loan Agreement shall have been paid in full; (xv) [Intentionally Omitted]; and (xivxvi) at least five (5) days prior to the date of this Agreement, all documentation and other information required by bank regulatory authorities or reasonably requested by the Administrative Agent or any Lender under or in respect of applicable “know your customer” and anti-money laundering Legal Requirements including the Patriot Act and, if Borrower qualifies as a duly executed funds disbursement agreement“legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to Borrower. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative AgentAgent actually incurred) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. and Banc of America Securities, Securities LLC, as ArrangerJoint Lead Arrangers. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Revolving Credit Notes payable to such Lender and the Swingline Note payable to the Swingline Lender; (iii) a the Subsidiary Guaranty Agreement duly executed by each Material Subsidiary Guarantee Agreement and Indemnity and Contribution Agreementthat is not a Foreign Subsidiary; (iv) copies of duly executed payoff letters, in form and substance satisfactory to Administrative Agent, executed by each of the Existing Lenders (other than Wachovia Bank, N. A.) or the agent thereof, together with all releases, terminations or other documents reasonably required by the Administrative Agent to evidence the payoff of Indebtedness owed to the Existing Lenders; (v) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secre­tary of each Loan PartyParty in the form of Exhibit 3.1(b)(v), attaching and certifying copies of its bylaws Charter Documents and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents directors and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vvi) certified copies of the articles of incorporation or other charter documents of each Loan PartyCharter Documents, together with certificates of good standing or existence, as may be available avail­able from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporationParty; (vivii) a favorable written opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PLLCLLP, counsel to the Loan Parties, addressed to the Administrative Agent and each of the LendersLend­ers, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viiviii) a certificate in the form of Exhibit 3.1(b)(vii3.1(b)(viii), dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in paragraphs (a), (b) the Loan Documents are true and correct and (cz) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as since the date of the most recent fiscal quarter ended; (viii) a certificate dated financial statements of the Closing Date and signed by a Responsible Officer certifying (A) that since March 31Borrower described in Section 4.4, 2007 there has shall have been no event or condition change which has had or could reasonably be expected to have a Material Adverse Effect; (ix) a duly executed Notice of Revolving Borrowing; (x) a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof; (xi) certified copies of all consents, approvals, authorizations, registrations and filings and orders required to be made or obtained under any Requirement of Law, or any Charter Document or by any material Contractual Obligation of each Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any Governmental Authority regarding this Agreement or any transaction being financed with the proceeds hereof shall be ongoing; (xii) copies of the audited consolidated financial statements for Borrower and its Subsidiaries for the Fiscal Years ending 2004, 2005, 2006 and 2007 including balance sheets, statements of income, stockholders’ equity and cash flows, all in reasonable detail and reported on by independent public accountants of nationally recognized standing and in accordance with GAAP; (xiii) a duly completed and executed certificate of the type described in Section 5.1(c) including calculations of the financial covenants set forth in Article VI hereof as of December 31, 2007; (xiv) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness (and for purposes of this clause (xiv) only, Material Indebtedness shall be determined on an individual and not an aggregate basis) and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound; (xv) certificates of insurance issued on behalf of insurers of the Borrower and all Guarantors, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by the Borrower and all Guarantors; and (xvi) the absence of any litigation, investigation or proceeding of or before any arbitra­tors or Governmental Authorities pending against or, to the knowledge of the Borrower, threatened in writing against the Borrower or any of its Subsidiaries that could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations or filings required to be made or obtained by each Loan Party in connection with the Loans and any transaction being financed with the proceeds of the Loans; (x) duly executed payoff letters, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreement.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter Letters of Credit hereunder shall not become effective until on the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).): (a) The Administrative Agent shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the Closing Date (or as otherwise provided for in the Fee Letter) to the extent invoiced at least two Business days prior to the Closing Date, including including, without limitation, reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Lead Arranger and their Affiliates (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, hereunder or under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as ArrangerDocument. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance reasonably satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan PartyParty in the form of Exhibit 3.1(b)(ii), attaching and certifying copies of its bylaws bylaws, partnership agreement or limited liability company agreement, and of the resolutions of its boards board of directors, directors or partnership agreement or limited liability company operating agreementother equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (viii) certified copies of the articles or certificate of incorporation incorporation, certificate of organization or limited partnership, or other charter documents registered organizational document of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (viiv) a favorable written opinion opinions of (x) ▇▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLCL.L.P., counsel to the Loan Parties, (y) ▇▇▇▇▇▇▇▇, Leach, Herlong, ▇▇▇▇▇▇ & ▇▇▇▇▇, P.C., Alabama counsel to the Loan Parties, and (z) counsel in each state in which any Mortgaged Property for which an amendment will not be executed pursuant to clause (xii) below is located, in each case addressed to the Administrative Agent Agent, the Issuing Bank and each of the Lenders, Lenders and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viiv) a certificate in the form of Exhibit 3.1(b)(vii3.1(b)(v), dated the Closing Date and signed by a Responsible Officer, confirming compliance with certifying, among other things, that after giving effect to the conditions funding of the initial Borrowing (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in paragraphs the Loan Documents are true and correct in all material respects (a)other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, (bin which case such representations and warranties are true and correct in all respects) except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty was true and correct on and as of such earlier date and (cz) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viii) a certificate dated the Closing Date and signed by a Responsible Officer certifying (A) that since March December 31, 2007 2012, there has shall have been no event or condition change which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ixvi) certified a duly executed Notice of Borrowing for the initial Borrowing; (vii) a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof; (viii) copies of all consents, approvals, authorizations, registrations registrations, filings and orders required or filings required advisable to be made or obtained under any Requirement of Law, or by each any Contractual Obligation of any Loan Party Party, in connection with the Loans execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any Governmental Authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (ix) a certificate, dated the Closing Date and signed by a Responsible Officer, confirming that the MLP and its Subsidiaries, on a consolidated basis, are Solvent both immediately before and immediately after giving effect to the funding of the Loansinitial Borrowing and the consummation of the transactions contemplated by the Loan Documents to occur on the Closing Date; (x) the Guaranty and Security Agreement, duly executed payoff letters, in form by the Borrower and substance satisfactory to each of the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004Guarantors, together with evidence satisfactory (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent as in order to the termination perfect such Liens, duly authorized by such Loan Parties, (B) copies of the Commitments thereunderfavorable UCC, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCCtax, judgment and tax fixture lien searches search reports in the jurisdiction all necessary or appropriate jurisdictions and under all legal and trade names of such Loan Parties, indicating that there are no prior Liens on any of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (Collateral other than Liens permitted by Section 7.2)7.2 and Liens released on the Original Closing Date and (C) a perfection certificate, duly completed and executed by the Borrower;1 1 To be updated after review of the perfection certificate to include any other Collateral Documents that will be required. (xi) the Master Reaffirmation Agreement, duly executed by the Borrower and each of the Guarantors; (xii) a certificate of insurance issued on behalf of insurers of if requested by the Administrative Agent, amendments to the Mortgages covering all Mortgaged Property, duly executed by each applicable Loan Party, together with (A) endorsements to the title insurance policies with respect to such Mortgages in form and substance, and in such amounts, reasonably acceptable to the Administrative Agent; (B) evidence that counterparts of such amendments are in form for recording in the recording office of all applicable political subdivisions and places to the extent necessary or desirable, in the judgment of the Administrative Agent, to maintain a valid and enforceable first priority Lien (subject to Permitted Encumbrances) on such Real Estate in favor of the Administrative Agent for the benefit of the Secured Parties (or in favor of such other trustee as may be required or desired under local law) together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof and evidence of payment by the Borrower of all title policy premiums, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of such amendments and issuance of such endorsements referred to above; and (C) an opinion of counsel in each state in which any Mortgaged Property for which an amendment will be executed pursuant to this clause (xii) is located in form and substance and form counsel reasonably satisfactory to the Administrative Agent;2 (xiii) certificates of insurance describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such any of the Loan PartyParties, in each case naming the Administrative Agent as loss payee or additional insured under all liability insurance; (xiii) duly executed Notices of Borrowinginsured, if applicableas the case may be, together with lender’s loss payable endorsements; and (xiv) (A) (i) the audited consolidated and consolidating balance sheet of Arc Terminals LP and its Subsidiaries as of December 31, 2010, December 31, 2011 and December 31, 2012, and the related audited consolidated and consolidating statements of income, shareholders’ equity and cash flows for the Fiscal Year then ended, prepared by PricewaterhouseCoopers LLP, (ii) the audited consolidated and consolidating balance sheet of Arc Terminals Mobile Holdings LLC and its Subsidiaries as of December 31, 2010, December 31, 2011 and December 31, 2012, and the related audited consolidated and consolidating statements of income, shareholders’ equity and cash flows for the Fiscal Year then ended, prepared by PricewaterhouseCoopers LLP, and (iii) the audited balance sheet of Gulf LNG as of December 31, 2011 and December 31, 2012, and the related audited statements of income, shareholders’ equity and cash flows for the Fiscal Year then ended, prepared by PricewaterhouseCoopers LLP; (B) (i) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of March 31, 2013 and June 30, 2013, and the related unaudited consolidated statements of income and cash flows for the Fiscal Quarter and year-to-date period then ended, certified by a duly executed funds disbursement agreementResponsible Officer, and (ii) the unaudited balance sheet of Gulf LNG as of March 31, 2013 and June 30, 2013, and the related unaudited statements of income and cash flows for the Fiscal Quarter and year-to-date period then ended, as provided to the Borrower by Gulf LNG; and (C) financial projections of the MLP and its Restricted Subsidiaries on a quarterly basis for the Fiscal Years ending December 31, 2013 and December 31, 2014 and annually thereafter through December 31, 2018. 2 To be moved to post-closing if necessary. (c) The MLP IPO shall have occurred and resulted in net proceeds of at least $75,000,000. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required hereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America SecuritiesSunTrust Capital Markets, LLCInc., as Arranger. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such Lendereach Lender requesting a note; (iii) a the Subsidiary Guaranty Agreement duly executed by each Subsidiary Guarantee Agreement and Indemnity and Contribution AgreementLoan Party; (iv) the Security Agreement duly executed by the Borrower and each Subsidiary Loan Party; (v) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan PartyParty in form and substance acceptable to the Administrative Agent, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vvi) certified copies of the articles or certificate of incorporation incorporation, certificate of organization or limited partnership, or other charter registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each such other jurisdiction jurisdictions where such Loan Party is required to be qualified to do business as a foreign corporationcorporation as may be required by the Administrative Agent; (vivii) evidence that the Borrower has received a long term debt rating of not less than B from S&P or not less than B2 from Moody’s, and that the rating assigned by S&P is not lower than B- and the rating assigned by ▇▇▇▇▇’▇ is not lower than B3; (viii) favorable written opinion opinions of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇▇ PLLCLLP, counsel to the Loan Parties, and of Alabama counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viiix) a certificate certificate, in form and substance acceptable to the form of Exhibit 3.1(b)(vii)Administrative Agent, dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in paragraphs (a), (b) the Loan Documents are true and correct and (cz) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as since the date of the most recent fiscal quarter ended; (viii) a certificate dated financial statements of the Closing Date and signed by a Responsible Officer certifying (A) that since March 31Borrower described in Section 4.4, 2007 there has shall have been no event or condition change which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ixx) a duly executed Notice of Borrowing; (xi) a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds of the Loans to be disbursed on the Closing Date; (xii) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or filings required advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party Party, in connection with the Loans execution, delivery, performance, validity and enforceability of the Loan Documents, the ▇▇▇▇▇▇ Merger Agreement or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Credit Facility or any transaction being financed with the proceeds of the Loansthereof shall be ongoing; (xxiii) a reasonably satisfactory solvency analysis certified by the chief financial officer of the Borrower which shall document the solvency of the Borrower and its Subsidiaries considered as a whole after giving effect to the transactions contemplated hereby. (xiv) a Perfection Certificate (as defined in the Security Agreement) with respect to the Loan Parties dated the Closing Date and duly executed payoff lettersby a Responsible Officer of the Borrower, and the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, and in the case of the Perfection Certificate, in which the chief executive office of each such Person is located and in the other jurisdictions in which such Persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Administrative Agent that the Liens indicated in any such financing statement (or similar document) would be permitted by Section 7.2 or have been or will be contemporaneously released or terminated; (xv) copies of (A) the internally prepared monthly financial statements of Borrower and its Subsidiaries on a consolidated basis for the month ending on November 30, 2005, and (B) the audited consolidated financial statements for Borrower and its Subsidiaries for the Fiscal Year ending March 31, 2005; (xvi) a duly completed and executed Compliance Certificate of the including pro forma calculations of the financial covenants set forth in Article 6 hereof as of December 31, 2005; (xvii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound; and (xviii) a copy of, or a certificate as to coverage under, the insurance policies required by the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Adminsitrative Agent as additional insured, in form and substance satisfactory to the Administrative. (c) The Administrative Agent, executed by each lender holding Indebtedness Agent shall have received (i) the certificates representing the shares of Capital Stock pledged pursuant to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004Security Agreement, together with evidence an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note pledged to the Administrative Agent pursuant to Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank satisfactory to the Administrative Agent) by the pledgor thereof. (d) Each document (including, without limitation, any Uniform Commercial Code financing statement) required by the Security Documents or under law or reasonably requested by the Administrative Agent as to the termination be filed, registered or recorded in order to create in favor of the Commitments thereunderAdministrative Agent, for the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction benefit of the chief executive office Lenders, a perfected Lien on the Collateral described therein, prior and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file superior in such jurisdictions (with all attachments) and evidence that no Liens exist on right to any assets or properties of any such Loan Party other Person (other than with respect to Liens expressly permitted by Section 7.2);, shall be in proper form for filing, registration or recordation. (xiie) a certificate The ▇▇▇▇▇▇ Acquisition shall have been consummated in accordance with the terms of insurance issued on behalf the ▇▇▇▇▇▇ Merger Agreement, with no amendment or waivers materially adverse to the Lenders having been made without the consent of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of BorrowingAgent, if applicable; and (xiv) a duly executed funds disbursement agreementsuch consent not to be unreasonably withheld or delayed.

Conditions to Effectiveness. The obligations effectiveness of the Lenders (including the Swingline Lender) initially foregoing amendments is subject to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). (a) The Administrative Agent the receipt by each holder of Notes of a copy of an amendment to the Bank Credit Agreement, in the form of Exhibit A attached hereto (the "Bank Amendment"), duly executed and delivered by the requisite number of lenders under the Bank Credit Agreement to render the Bank Amendment effective and Bank of America, as agent thereunder (collectively, the "Bank Group"), which shall have received all fees and other amounts due and payable on or become effective prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement concurrent with the Administrative Agent or Banc effectiveness of America Securitiesthe amendments under this letter agreement, LLC, as Arranger. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart receipt by each holder of this Agreement signed by or on behalf Notes of each party thereto or written evidence satisfactory an amendment fee, in immediately available funds, in an amount equal to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate 0.25% of the Secretary or Assistant Secretaryaggregate outstanding principal amount of Notes held by such Person at the time such fee is received, or manager or member, as applicable, of each Loan Party, attaching and certifying copies of its bylaws and of (c) the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (v) certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vi) a favorable written opinion of receipt by ▇▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLC, counsel to the Loan Parties, addressed to the Administrative Agent Godward LLP of its legal fees and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Lenders shall reasonably request; (vii) a certificate in the form of Exhibit 3.1(b)(vii), dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viii) a certificate dated the Closing Date and signed by a Responsible Officer certifying (A) that since March 31, 2007 there has been no event or condition which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations or filings required to be made or obtained by each Loan Party costs in connection with the Loans preparation, negotiation, execution and any transaction being financed delivery of this amendment letter, (d) the receipt by each holder of Notes of (1) joinders sufficient to add Scheduled Airlines Traffic Offices, Inc. as a Guarantor under the Multiparty Guaranty and as a party to the Intercreditor Agreement and (2) the certificates, legal opinion and other documents required to be delivered with respect to Scheduled Airlines Traffic Offices, Inc. and Mutual Travel, Inc. pursuant to the proceeds terms of Section 9.7 of the Loans; Note Purchase Agreements, (xe) duly executed payoff lettersthe receipt by each holder of Notes of evidence that all amendments to any UCC financing statement necessary to reflect any changes in the debtor's name, and all other instruments and documents necessary or desirable to maintain the perfected status of the security interests created under the Collateral Documents, have been delivered to the Collateral Agent and (f) the receipt by each holder of Notes of all certificates of merger and similar corporate documents and all documents effecting any change of the legal name of any of the Company or any Subsidiary, in form and substance satisfactory each case related to the Administrative AgentRestructuring (as defined below). Navigant International, executed by each lender holding Indebtedness to be refinanced at closingInc. February 11, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreement.2002 Page Four

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).): (a) The Administrative Agent shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the Closing DateDate for which invoices have been presented, including including, without limitation, reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Left Lead Arranger and their respective Affiliates (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as the Left Lead Arranger. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance reasonably satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party thereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreementhereto; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan Party, attaching and certifying copies of its bylaws and of the resolutions of its boards of directorsbylaws, or partnership agreement or limited liability company operating agreement, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (viii) subject to Section 5.16, certified copies of the articles or certificate of incorporation incorporation, certificate of organization or limited partnership, or other charter registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporationcorporation where the failure to be so qualified would reasonably be expected to have a Material Adverse Effect; (viiv) a favorable written opinion of Sheppard, Mullin, ▇▇▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLCLLP, counsel to the Loan Parties, and, if reasonably requested by the Administrative Agent, customary local counsel opinions with respect to the Loan Parties, addressed to the Administrative Agent Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (vii) a certificate in the form of Exhibit 3.1(b)(vii), dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viiiv) a certificate dated the Closing Date and signed by a Responsible Officer Officer, certifying that after giving effect to the funding of the initial Revolving Borrowing, (A) that since March 31, 2007 there has been no event Default or condition which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, Event of Default exists and (B) as to all representations and warranties of each Loan Party set forth in the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse EffectLoan Documents are true and correct; (ixvi) a duly executed Notice of Borrowing for any initial Revolving Borrowing, together with, if applicable, a report setting forth the sources and uses of the proceeds thereof; (vii) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or filings required advisable to be made or obtained under any Requirement of Law, or by each any Contractual Obligation of any Loan Party in connection with the Loans execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (viii) copies of (A) the internally prepared financial statements of Parent and its Subsidiaries on a consolidated basis for the Fiscal Quarter ended June 30, 2015, and (B) the audited consolidated financial statements for Parent and its Subsidiaries for the Fiscal Years ended December 31, 2012, December 31, 2013, and December 31, 2014; (ix) a certificate, dated the Closing Date and signed by the chief financial officer of Parent, confirming that Parent and its Subsidiaries on a consolidated basis are Solvent before and after giving effect to the funding of the Loansinitial Revolving Borrowing and the consummation of the transactions contemplated to occur on the Closing Date; (x) the Guaranty and Security Agreement duly executed payoff lettersby each party thereto, together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Collateral Documents, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, and judgment lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties as requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances and Liens to be released on the Closing Date, (C) an Information and Collateral Disclosure Certificate, duly completed and executed by the Loan Parties, (D) duly executed Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements, (E) subject to Section 5.16, original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries, owned directly by any Loan Party (or, if the pledge of all of the voting Capital Stock of any Foreign Subsidiary would result in materially adverse tax consequences, limited to 66% of the issued and outstanding voting Capital Stock of such Foreign Subsidiary and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary, as applicable) and (F) stock or membership interest powers or other appropriate instruments of transfer executed in blank; (xi) subject to Section 5.16, Account Control Agreements, duly executed by each Permitted Third Party Bank and the applicable Loan Party; (xii) subject to Section 5.16, a Collateral Access Agreement from the landlord of the Borrower’s headquarters location at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇; provided, that if the Borrower is unable to deliver such Collateral Access Agreement after using its commercially reasonable efforts to do so, the Administrative Agent shall waive the foregoing requirement; (xiii) certificates of insurance, in form and substance satisfactory detail reasonably acceptable to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such any of the Loan PartyParties, in each case naming the Administrative Agent as loss payee or additional insured, as the case may be, together with a lender’s loss payable endorsement and additional insured under all liability insuranceendorsement in form and substance reasonably satisfactory to the Administrative Agent; (xiiixiv) duly executed Notices of Borrowingdocumentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, if applicableincluding the Patriot Act, at least five (5) Business Days prior to the Closing Date to the extent that such documentation and information was requested by Administrative Agent at least ten (10) Business Days prior to the Closing Date; and (xivxv) all certificates and other documentation required by Section 2.20 to be delivered by each Lender as of the Closing Date; (c) The Lenders shall have completed, to their satisfaction, all business, financial, collateral, regulatory and legal due diligence with respect to the Loan Parties and the Subsidiaries. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a duly executed funds disbursement agreementLender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).): (a) The Administrative Agent shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the Closing Date, including including, without limitation, reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Joint Lead Arrangers and their Affiliates (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arrangerthe Joint Lead Arrangers. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan PartyParty in the form of Exhibit 3.1(b)(ii), (A) attaching and certifying copies of (1) its bylaws bylaws, partnership agreement, limited liability company agreement or comparable organizational document, and of the resolutions of its boards board of directors, directors or partnership agreement or limited liability company operating agreementother equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and (B) certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (viii) certified copies of the articles or certificate of incorporation incorporation, certificate of organization or limited partnership, or other charter registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (viiv) a favorable written opinion of (x) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, U.S. counsel to the Parent and the Loan Parties, and (y) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ PLLC& Co., Israeli counsel to the Loan PartiesParent, in each case, addressed to the Administrative Agent Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the applicable Loan Parties, the Parent, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viiv) a certificate in the form of Exhibit 3.1(b)(vii3.1(b)(v), dated the Closing Date and signed by a Responsible OfficerOfficer of the Borrower, confirming compliance with certifying that after giving effect to the conditions funding of the Term Loans, the issuance of the initial Letters of Credit and any initial Revolving Borrowing, (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in paragraphs (a), (b) the Loan Documents are true and correct and (cz) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as since the date of the most recent fiscal quarter ended; (viii) a certificate dated financial statements of the Closing Date and signed by a Responsible Officer certifying (A) that since March 31Borrower described in Section 4.4, 2007 there has shall have been no event or condition change which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ixvi) a duly executed Notice of Borrowing for any initial Borrowing; (vii) a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof and the Equity Contribution; (viii) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or filings required advisable to be made or obtained under any Requirement of Law, or by each any Contractual Obligation of any Loan Party Party, the Seller or the Target, in connection with the Loans execution, delivery, performance, validity and enforceability of the Loan Documents and the Related Transaction Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (ix) a promissory note duly executed by the Borrower in favor of each Lender in the Loansprincipal amount of each such Lender’s Term Loan Commitment; (x) copies of (A) the unaudited consolidated and consolidating balance sheet of the Target and its Subsidiaries as of September 30, 2015 and the related unaudited consolidated and consolidating statements of income, statements of stockholders’ equity and statements of cash flows of the Target and its Subsidiaries for the six (6) month periods ended on September 30, 2014 and September 30, 2015, (B) the unaudited consolidated and consolidating balance sheet of the Target and its Subsidiaries and the related unaudited consolidated and consolidating statements of operations, statements of stockholders’ equity and statements of cash flows of the Target and its Subsidiaries for the months of July, August and September 2015, (C) the audited consolidated and consolidating financial statements of the Target and its Subsidiaries for each of the fiscal years ended on December 31, 2012, December 31, 2013 and December 31, 2014 and the related statements of income, statements of stockholders’ equity and statements of cash flows of the Target on a consolidated and consolidating basis for the year then ended, together with the notes thereto, all as certified by PricewaterhouseCoopers LLP and (D) financial projections for the Borrower and its Subsidiaries (after giving pro forma effect to the Closing Date Acquisition) on a quarterly basis for the Fiscal Year ending December 31, 2016 and annually thereafter through December 31, 2020; (xi) a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower and its Subsidiaries as of and for the Four Quarter period ending on September 30, 2015 (the “Closing Test Period”), prepared after giving effect to the Related Transactions as if the Related Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements), along with supporting or other backup financial information reasonably requested by the Joint Lead Arrangers in connection therewith (the “Pro Forma Closing Financial Statements”); (xii) a duly completed and executed compliance certificate demonstrating that the Total Leverage Ratio is not greater than 2.055 to 1.00, in each case for the Closing Test Period, and determined by reference to the Pro Forma Closing Financial Statements (setting forth in reasonable detail such calculations); (xiii) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming that each Loan Party is Solvent before and after giving effect to the funding of the Term Loans, and any initial Revolving Borrowing and the consummation of the transactions contemplated to occur on the Closing Date; (xiv) the Guaranty and Security Agreement, duly executed by Holdings and each of its Domestic Subsidiaries other than Immaterial Subsidiaries, together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax and judgment lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of Holdings and its Subsidiaries, as requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances and Liens to be released on the Closing Date, (C) a Perfection Certificate, duly completed and executed by the Borrower, (D) duly executed Trademark Security Agreements, (E) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (or, if the pledge of all of the voting Capital Stock of any Foreign Subsidiary that is a CFC would result in materially adverse tax consequences, such pledge shall be limited to 65% of the issued and outstanding voting Capital Stock, or other evidence of ownership, of such Foreign Subsidiary and 100% of the issued and outstanding non-voting Capital Stock, or other evidence of ownership, of such Foreign Subsidiary, as applicable; provided that, in no event shall any such Foreign Subsidiary that is a CFC be required to grant or pledge any interest in the Capital Stock, or other evidence of ownership, of any Subsidiary of any such Foreign Subsidiary) and (F) stock or membership interest powers or other appropriate instruments of transfer executed in blank; (xv) the Pledge Agreement, duly executed by the Parent, together with (A) a UCC financing statement and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted in the Collateral under (and as defined in) the Pledge Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Parent, (B) an executed Hebrew translation of the Pledge Agreement, signed by the Borrower, the Parent and the Administrative Agent and (C) Form 10 pursuant to the Supplement of the Israeli Companies Regulations (Report, Registration Details and Forms), 1999 (“Details of Mortgages and Pledges”), duly filed and signed by the Parent’s officer; (xvi) copies of a duly executed payoff lettersletter, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closingComerica Bank, including but not limited to Indebtedness as administrative agent under the Borrower’s $100,000,000 Revolving Existing Credit Agreement dated December 10, 2004Agreement, together with evidence (a) UCC 3 or other appropriate termination statements, in form and substance satisfactory to the Administrative Agent as Agent, releasing all liens of the Existing Lenders upon any of the personal property of the Borrower and its Subsidiaries, (b) cancellations and releases, in form and substance satisfactory to the termination Administrative Agent, releasing all liens of the Commitments thereunderExisting Lenders upon any of the real property of the Borrower and its Subsidiaries, (c) any other releases, terminations or other documents reasonably required by the Administrative Agent to evidence the payoff of Indebtedness owed to the Existing Lenders and to Comerica Bank, as administrative agent under the Existing Credit Agreement and (d) confirmation from Comerica Bank, as administrative agent under the Existing Credit Agreement, that payment has been received in respect of the Existing Credit Agreement in an amount sufficient to repay and satisfy in full of all obligations owing thereunder Indebtedness under the Existing Credit Agreement (and the otherwise required under such payoff letter to release of any and all liens on all assets of the Borrower and security interests securing such obligationsits Subsidiaries) other than the net amount to be funded by the Administrative Agent on behalf of the Lenders hereunder as described in clause (vii) immediately above; (xixvii) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with certified copies of all financing statements on file in such jurisdictions Material Agreements; (with all attachmentsxviii) and evidence that no Liens exist on any assets Indebtedness of Holdings or properties its Subsidiaries remains outstanding as of any such Loan Party the Closing Date (other than Liens Indebtedness permitted by Section 7.2to remain outstanding as set forth on Schedule 7.1); (xiixix) a certificate such documents and other information regarding the Borrower, the Parent and the Guarantors as has been reasonably requested by the Administrative Agent or the Joint Lead Arrangers that they determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act; and (xx) certificates of insurance issued on behalf of insurers of each Loan Partyinsurance, in form and detail acceptable to the Administrative Agent, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such any of the Loan PartyParties, in each case naming the Administrative Agent as loss payee or additional insured under all liability insurance;insured, as the case may be. (xiiic) duly executed Notices The Equity Contribution shall have occurred in accordance with the Equity Documents, without alteration, amendment or other change, supplement or modification of Borrowingthe Equity Documents except as approved in writing by the Required Lenders. The Administrative Agent (or its counsel) shall have received certified copies of all Equity Documents, if applicable; andeach in form and substance satisfactory to the Administrative Agent and the Joint Lead Arrangers. (xivd) All conditions precedent to the Closing Date Acquisition, other than the funding of the Loans, shall have been satisfied (including confirmation that the Closing Date Certificate of Merger has been filed and confirmation that the Closing Payment (as defined in the Closing Date Acquisition Agreement) has been paid to the Paying Agent (as defined in the Closing Date Acquisition Agreement) on or before the Closing Date in accordance with the terms of the Merger Agreement), and the Closing Date Acquisition shall be consummated simultaneously with the closing and funding of the Loans in accordance with the Closing Date Acquisition Agreement, without alteration, amendment or other change, supplement or modification of the Closing Date Acquisition Agreement except for waivers of conditions that are not material or adverse to the Lenders or as otherwise approved in writing by the Required Lenders. The Administrative Agent (or its counsel) shall have received certified copies of the Closing Date Acquisition Agreement and all other material Closing Date Acquisition Documents, together with all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each in form and substance satisfactory to the Administrative Agent and the Joint Lead Arrangers and each including certification by a duly executed funds disbursement agreementResponsible Officer of the Borrower that such documents are in full force and effect as of the Closing Date. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations effectiveness of the Lenders (including the Swingline Lender) initially this Agreement is subject to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each satisfaction of the following conditions is satisfied (or waived in accordance with Section 10.2).precedent: (a) The Administrative Agent Agent’s receipt of the following, each of which shall have received all fees be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Restatement Effective Date (or, in the case of certificates of governmental officials, a recent date before the Restatement Effective Date) and other amounts due each in form and payable substance satisfactory to Administrative Agent: (i) executed counterparts of this Agreement, the Parent Guaranty, the Subsidiary Guaranty and the applicable Pledge Agreements; (ii) a Note executed by Borrower in favor of each Lender who has requested a Note on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel date that is two Business Days prior to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arranger. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party thereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such LenderRestatement Effective Date; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a duly executed Subsidiary Guarantee Responsible Officer in connection with this Agreement and Indemnity and Contribution Agreementthe other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would not have a Material Adverse Effect; (v) a favorable opinion of legal counsel to the Loan Parties and local counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each case, addressed to Administrative Agent and each Lender, as to matters concerning due formation and applicable good standing of the Loan Parties and the due execution and enforceability of the Loan Documents; (vi) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, a Responsible Officer of each Loan Party, Party either (A) attaching and certifying copies of its bylaws all consents, licenses and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party and certifying (including, without limitation, under the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (v) certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vi) a favorable written opinion of ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLC, counsel to the Loan Parties, addressed to the Administrative Agent and each of the LendersExisting Revolving Credit Agreement), and covering such matters relating to the Loan Partiesconsents, the Loan Documents licenses and the transactions contemplated therein as the Administrative Agent approvals shall be in full force and effect, or the Lenders shall reasonably request(B) stating that no such consents, licenses or approvals are so required; (vii) a certificate in the form of Exhibit 3.1(b)(vii), dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viii) a certificate dated the Closing Date and signed by a Responsible Officer of Borrower certifying (A) that since March 31the conditions specified in Sections 5.02(a) and (b) have been satisfied, 2007 and (B) that there has been no event or condition which circumstance since the date of the Pro Forma Financial Statements that has had or could be reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; (viii) a certificate signed by the chief financial officer or treasurer of Parent attaching the consolidated and consolidating pro forma balance sheets of Parent as of April 30, 2012, and (B) as to the absence related consolidated and consolidating pro forma statements of any action, suit, investigation or proceeding pending or, to income for the knowledge portion of the Borrowerfiscal year then ended (the “Pro Forma Financial Statements”) and certifying that such Pro Forma Financial Statements fairly present the consolidated and consolidating pro forma financial condition of Parent as of April 30, threatened 2012 and the consolidated and consolidating pro forma results of operations of Parent for the period ended on such date, all in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect;accordance with GAAP. (ix) certified copies of all consents, approvals, authorizations, registrations or filings required to be made or obtained by each Loan Party in connection with the Loans a duly completed Borrowing Base Report and any transaction being financed with the proceeds Compliance Certificate as of the LoansRestatement Effective Date, signed by a Responsible Officer of Borrower; (x) duly executed payoff letters, in form and substance satisfactory the Property Information with respect to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligationsInitial Borrowing Base Properties; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such all insurance required to be maintained pursuant to the Loan Party (other than Liens permitted by Section 7.2);Documents has been obtained and is in effect; and (xii) a certificate such other certificates, documents, consents or opinions as Administrative Agent shall reasonably request as further described in the list of insurance issued closing documents attached hereto as Exhibit J. (b) Any fees required to be paid on behalf or before the Restatement Effective Date shall have been paid. (c) Unless waived by Administrative Agent, Borrower shall have paid all fees, charges and disbursements of insurers of each Loan Partycounsel to Administrative Agent (directly to such counsel if requested by Administrative Agent) to the extent invoiced at least two days prior to the Restatement Effective Date, describing in reasonable detail the types and plus such additional amounts of insurance such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (property provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower and liability) maintained Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement or an Assignment and Assumption shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by such Loan Party, naming the or acceptable or satisfactory to a Lender unless Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreementshall have received notice from such Lender prior to the proposed Restatement Effective Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.211.2). (a) The Administrative Agent shall have received payment of all fees fees, expenses for which invoices have been presented and other amounts due and payable on or prior to the Closing Date, including including, without limitation, reimbursement or payment of all out-of-pocket expenses of the Administrative Agent and its Affiliates (including reasonable documented fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America SecuritiesSunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLCInc., as a Joint Lead Arranger. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission or e-mail of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan Partythe Borrower in the form of Exhibit 3.1(b)(ii), attaching and certifying copies of its bylaws Organizational Documents, and of the resolutions of its boards board of directors, directors or partnership agreement or limited liability company operating agreementother equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party the Borrower executing the Loan Documents to which it is a party; (viii) certified copies of the articles or certificate of incorporation incorporation, certificate of organization or limited partnership, or other charter documents registered Organizational Documents of each Loan Partythe Borrower, together with certificates of good standing or existenceexistence or the equivalent thereof, as may be available from the Secretary of State of the jurisdiction of incorporation organization (or organization other equivalent Governmental Authority) of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporationthe Borrower; (viiv) a favorable customary written opinion opinions of ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLC, counsel to the Loan PartiesBorrower, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan PartiesBorrower, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viiv) a certificate in the form of Exhibit 3.1(b)(vii3.1(b)(v), dated the Closing Date and signed by a Responsible Officer, confirming compliance with certifying that after giving effect to the conditions funding of any initial Loans, (x) no Default or Event of Default exists, (y) all representations and warranties of the Borrower set forth in paragraphs (a), (b) the Loan Documents are true and correct and (cz) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as since the date of the most recent fiscal quarter ended; (viii) a certificate dated financial statements of the Closing Date and signed by a Responsible Officer certifying (A) that since March 31Borrower described in Section 4.4, 2007 there has shall have been no event or condition change which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could would reasonably be expected to have a Material Adverse Effect; (ixvi) a duly executed Notice of Borrowing; (vii) a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof; (viii) certified copies of all consents, approvals, authorizations, registrations registrations, filings and orders, and evidence of the payment of any filing fees or filings other similar expenses, in each case required to be made or obtained under any Requirement of Law, or by each Loan Party any Contractual Obligation of the Borrower or any Lender, in connection with the Loans execution, delivery, performance, validity and any transaction being financed with the proceeds enforceability of the Loans; (x) duly executed payoff letters, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination Loan Documents or any of the Commitments thereundertransactions contemplated thereby, the payment and such consents, approvals, authorizations, registrations, filings and orders shall be in full of all obligations owing thereunder force and the release of any effect and all liens applicable waiting periods shall have expired, and security interests securing such obligations; (xi) UCCno investigation or inquiry by any governmental authority regarding the Commitments shall be ongoing, judgment or a certificate, dated the Closing Date and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Partysigned by a Responsible Officer, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence certifying that no Liens exist on any assets such consents, approvals, authorizations, registrations, filings, orders or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicablefee payments are required; and (xivix) to the extent requested in writing at least five (5) Business Days prior to the Closing Date, all documentation and other information about the Borrower required by the Lenders under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Agreement shall be deemed to have consented to, approved of, or accepted or been satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a duly executed funds disbursement agreementLender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the --------------------------- Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).. ------------ (a) The On the Funding Date, the Administrative Agent shall have received all fees and other amounts due and payable (other than those previously paid on or prior to the Closing Execution Date), including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLCSunTrust Equitable Securities Corporation, as Arranger. (b) The Administrative Agent (or its counsel) shall have received the following: (i) on or prior to the Funding Date, a counterpart of this Agreement signed by or on behalf of each party thereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lenderon or prior to the Funding Date, duly executed Notes payable to such Lender; (iii) on or prior to the Funding Date, a duly executed Subsidiary Guarantee Guaranty Agreement and Indemnity and Contribution AgreementAgreement from each Subsidiary Loan Party ; (iv) on or prior to the Execution Date, a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan Partythe Borrower, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party the Borrower executing the Loan Documents to which it is a party; (v) on or prior to the Execution Date, certified copies of the articles of incorporation or other charter documents of each Loan Partythe Borrower, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party the Borrower and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporationthe Borrower has its principal place of business; (vi) on or prior to the Funding Date, a favorable written opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ PLLCLLP, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Lenders shall reasonably request; (vii) a certificate substantially in the form of attached hereto as Exhibit 3.1(b)(vii)G-1 hereof, dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as favorable written ----------- opinion of the most recent fiscal quarter ended; (viii) a certificate dated the Closing Date and signed by a Responsible Officer certifying (A) that since March 31, 2007 there has been no event or condition which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge general counsel of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations or filings required to be made or obtained by each Loan Party in connection with the Loans and any transaction being financed with the proceeds of the Loans; (x) duly executed payoff letters, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory Parties addressed to the Administrative Agent as to the termination and each of the Commitments thereunderLenders, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches substantially in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent form attached hereto as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicableExhibit G-2; and (xiv) a duly executed funds disbursement agreement.-----------

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).): (a) The Administrative Agent shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the Closing Date, including including, without limitation, reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Sole Lead Arranger and their Affiliates (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as the Sole Lead Arranger. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementAgreement and all other Loan Documents; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan PartyParty in the form of Exhibit 3.1(b)(ii), attaching and certifying copies of its bylaws and of the resolutions of its boards of directorsbylaws, or partnership agreement or limited liability company operating agreement, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (viii) certified copies of the articles or certificate of incorporation incorporation, certificate of organization or limited partnership, or other charter registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (viiv) a favorable written opinion of ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLC& ▇▇▇▇ PLC, counsel to the Loan Parties, addressed to the Administrative Agent Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viiv) a certificate in the form of Exhibit 3.1(b)(vii3.1(b)(v), dated the Closing Date and signed by a Responsible Officer, confirming compliance with certifying that after giving effect to the conditions funding of any initial Revolving Borrowing, (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in paragraphs (a), (b) the Loan Documents are true and correct and (cz) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as since the date of the most recent fiscal quarter ended; (viii) a certificate dated financial statements of the Closing Date and signed by a Responsible Officer certifying (A) that since March 31Borrower described in Section 4.4, 2007 there has shall have been no event or condition change which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ixvi) a duly executed Notice of Borrowing for any initial Revolving Borrowing; (vii) a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof; (viii) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or filings required advisable to be made or obtained under any Requirement of Law, or by each any Contractual Obligation of any Loan Party Party, in connection with the Loans execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (ix) receipt and satisfactory review of the Loansconsolidated audited financial statements of the Borrower and its subsidiaries for the fiscal years ended December 31, 2020, December 31, 2021 and December 31, 2022, including balance sheets, income statements and cash flow statements audited by independent public accountants of recognized national standing in conformity with GAAP; (x) duly executed payoff letters, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations[Reserved].; (xi) UCCa duly completed and executed Compliance Certificate, judgment and tax lien searches in the jurisdiction including calculations of the chief executive office financial covenants set forth in Article VI hereof as of June 30, 2023, calculated on a pro forma basis as if any initial Revolving Borrowing had been funded as of the first day of the relevant period for testing compliance (and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file setting forth in reasonable detail such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2calculations); (xii) a certificate of insurance issued on behalf of insurers certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming that each Loan Party is Solvent before and after giving effect to the funding of any initial Revolving Borrowing and the consummation of the transactions contemplated to occur on the Closing Date; (xiii) [Reserved]; (xiv) all documentation and other information required by bank regulatory authorities or reasonably requested by Administrative Agent or any Lender under or in respect of applicable “know your customer” and anti-money laundering legal requirements including the Patriot Act and, if Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to Borrower; (xv) all governmental and third party consents and approvals; (xvi) certified copies of all Material Agreements; (xvii) receipt of UCC-11 reports and other due diligence reports containing no information objectionable to Administrative Agent; and (xviii) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such any of the Loan PartyParties. Without limiting the generality of the provisions of this Section, naming for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreementshall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). (a) The Administrative Agent and the Joint Lead Arrangers shall have received payment of all fees fees, reasonable documented, out-of-pocket expenses and other amounts due and payable by the Borrower on or prior to the Closing Date, including without limitation reimbursement or payment of all reasonable documented, out-of-pocket expenses of the Administrative Agent, the Joint Lead Arrangers and their Affiliates (including reasonable documented, out-of-pocket fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as ArrangerFee Letter. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance reasonably satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, the Subsidiary Guaranty Agreement duly executed Notes payable to such Lenderby each Domestic Subsidiary (other than First Rx or any of its wholly-owned Subsidiaries); (iii) a the Pledge Agreement duly executed by each Loan Party together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under Pledge Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties requested by the Administrative Agent, indicating that there are no prior Liens on any of the assets of the Loan Parties other than Liens expressly permitted by Section 7.2 and Liens to be released on the Closing Date, (C) a Perfection Certificate duly completed and executed by the Borrower, (D) original certificates (to the extent certificated) evidencing all issued and outstanding shares of Equity Interests of all Domestic Subsidiaries owned directly by any Loan Party (other than the Equity Interests of First Rx, any Equity Interests owned by First Rx or any Equity Interests owned by any Subsidiary Guarantee Agreement of First Rx) and Indemnity 65% of the voting Equity Interests and Contribution Agreement100% of the non-voting Equity Interests of all Foreign Subsidiaries owned directly by any Loan Party, and (E) stock or membership interest powers or other appropriate instruments of transfer executed in blank; (iv) copies of duly executed payoff letters, in form and substance reasonably satisfactory to Administrative Agent, executed by Wachovia Bank, National Association, as the lender under the Existing Credit Agreement, together with (a) UCC-3 or other appropriate termination statements, in form and substance satisfactory to Administrative Agent, releasing all Liens (other than Liens expressly permitted hereunder) upon any of the personal property of the Borrower and its Subsidiaries, (b) cancellations and releases, in form and substance satisfactory to the Administrative Agent, releasing all Liens (other than Liens expressly permitted hereunder) upon any of the real property of the Borrower and its Subsidiaries, and (c) any other releases, terminations or other documents reasonably required by the Administrative Agent; (v) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan PartyParty in the form of Exhibit 3.1(b)(v), attaching and certifying copies of its bylaws and of the resolutions of its boards board of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents and any Notice of Borrowing to which it is a party; (vvi) certified copies of the articles or certificate of incorporation incorporation, certificate of organization or limited partnership, or other charter registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporationcorporation (except as may be permitted to be delivered after the Closing Date pursuant to Section 5.12); (vivii) a favorable written opinion of ▇▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLCLLP, counsel to the Loan Parties, and such local counsel as the Administrative Agent shall reasonably request, addressed to the Administrative Agent Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viiviii) a certificate in the form of Exhibit 3.1(b)(vii3.1(b)(viii), dated the Closing Date and signed by a Responsible Officer, confirming compliance with certifying that after giving effect to the conditions funding of the Term Loan and any initial Revolving Loans, (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in paragraphs (a), (b) the Loan Documents and any Notice of Borrowing are true and correct and (cz) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viii) a certificate dated the Closing Date and signed by a Responsible Officer certifying (A) that since March December 31, 2007 2009, there has shall have been no event or condition change which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ix) reserved; (x) a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof; (xi) certified copies of all any consents, approvals, authorizations, registrations or and filings and orders required to be made or obtained under any Requirement of Law, or by each any Contractual Obligation of any Loan Party Party, in connection with the Loans execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired or been terminated, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds of the Loansthereof shall be ongoing; (xxii) duly executed payoff letterscopies of financial projections (including balance sheet, in form cash flow and substance satisfactory to income statements) of the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to Borrower and its Subsidiaries on a quarterly basis for fiscal year 2010 and annually thereafter through 2015 and such other reasonable financial information as the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations;or Co-Syndication Agents may request; and (xixiii) UCCa certificate, judgment dated the Closing Date and tax lien searches in the jurisdiction of signed by the chief executive office and jurisdiction of incorporation or organization financial officer of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence confirming that no Liens exist on any assets or properties of any such each Loan Party (is Solvent before and after giving effect to the funding of the Term Loan and the initial Revolving Loans and the consummation of the transactions contemplated to occur on the Closing Date. Without limiting the generality of the provisions of Section 3.1, for purposes of determining compliance with the conditions specified in this Section 3.1, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other than Liens permitted matter required thereunder to be consented to or approved by Section 7.2); (xii) or acceptable or satisfactory to a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming Lender unless the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreementshall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder This Agreement shall not become effective effective, the Existing Credit Agreement shall remain in full force and effect, Borrower shall not have any rights under this Agreement and Administrative Agent and Lenders shall not be obligated to take, fulfill or perform any action hereunder, until the date on which each of the following conditions is satisfied have been fulfilled to the satisfaction of Administrative Agent and Lenders (or waived in accordance with Section 10.2). (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America SecuritiesSunTrust Capital Markets, LLCInc., as Arranger. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Revolving Credit Notes payable to such Lender and the Swingline Note payable to the Swingline Lender; (iii) a the duly executed Subsidiary Guarantee Guaranty Agreement, the Holdings Guaranty Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan Party, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (v) certified copies of the articles or certificate of incorporation incorporation, certificate of organization or limited partnership, or other charter registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vi) a favorable written opinion of ▇▇▇▇▇ Snell & ▇▇▇ ▇▇▇▇▇ PLLCWilmer, L.L.P., counsel to the Loan Parties, addressed to the Administrative ▇▇ ▇▇e A▇▇▇▇▇▇trative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (vii) a certificate in the form of Exhibit 3.1(b)(vii)certificate, dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended3.2; (viii) a certificate dated the Closing Date and signed by a Responsible Officer certifying (A) that since March 31, 2007 there has been no event or condition which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence duly executed Notice of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse EffectBorrowing; (ix) a duly executed funds disbursement agreement; (x) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or filings required advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party Party, in connection with the Loans execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds of the Loans; (x) duly executed payoff letters, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to thereof shall be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligationsongoing; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing (A) the internally prepared quarterly financial statements of Holdings and its Subsidiaries on file in such jurisdictions a consolidated basis for the Fiscal Quarter ended September 30, 2005, and (with all attachmentsB) the audited consolidated financial statements for Holdings and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2);its Subsidiaries for the Fiscal Years ended December 31, 2002, December 31, 2003 and December 31, 2004; and (xii) a certificate certificates of insurance issued on behalf of insurers of each Loan Partythe Borrower and all guarantors, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Partythe Borrower and all guarantors, naming the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreementinsured.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).): (a) The Administrative Agent shall have received payment of all fees reasonable and documented fees, out-of-pocket expenses and other amounts due and payable on or prior to the Closing Date, including including, without limitation, reimbursement or payment of all reasonable and documented out-of-pocket expenses of the Administrative Agent, the Sole Lead Arranger and their Affiliates (including without limitation, reasonable fees, charges and documented out-of-pocket fees and disbursements of one external counsel and to the extent reasonably necessary of a single local counsel to the Administrative AgentAgent in each appropriate jurisdiction (which may, if reasonably necessary, include a single special counsel acting in multiple jurisdictions) required to be reimbursed or paid by the Borrower Borrowers hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as the Sole Lead Arranger. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance reasonably satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan PartyParty in the form of Exhibit 3.1(b)(ii), attaching and certifying copies of its bylaws and of the resolutions of its boards of directorsbylaws, or partnership agreement or limited liability company operating agreement, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (viii) certified copies of the articles or certificate of incorporation incorporation, certificate of organization, formation or limited partnership, or other charter registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation, except to the extent that failure to do be qualified in such foreign jurisdiction could not reasonably be expected to have a Material Adverse Effect; (viiv) a favorable written opinion of ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ PLLCLLP, counsel to the Loan Parties, addressed to the Administrative Agent and each of the LendersLenders as of the Closing Date, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Lenders shall reasonably requestin customary form; (viiv) a certificate in the form of Exhibit 3.1(b)(vii3.1(b)(v), dated the Closing Date and signed by a Responsible Officer, confirming compliance with certifying that after giving effect to the conditions funding any initial Revolving Borrowing, (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in paragraphs (a), (b) the Loan Documents are true and correct in all material respects and (cz) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as since the date of the most recent fiscal quarter ended; (viii) a certificate dated financial statements of the Closing Date and signed by a Responsible Officer certifying (A) that since March 31Borrowers described in Section 4.4, 2007 there has shall have been no event or condition change which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ixvi) if requested by the Administrative Agent, a duly executed funds disbursement agreement; (vii) certified copies of all consents, approvals, authorizations, registrations or and filings and orders required to be made or obtained under any Requirement of Law, or by each any Contractual Obligation of any Loan Party Party, in connection with the Loans execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (viii) a duly completed and executed Compliance Certificate, including calculations of the Loansfinancial covenants set forth in Article VI hereof as of March 31, 2015, calculated on a pro forma basis as if any initial Revolving Borrowing had been funded as of the first day of the relevant period for testing compliance (and setting forth in reasonable detail such calculations); (ix) a certificate, dated the Closing Date and signed by the chief executive officer, chief financial officer or treasurer of each Loan Party (or of the managing member of such Loan Party), confirming that the Loan Parties, on a consolidated basis, are Solvent before and after giving effect to the funding of any initial Revolving Borrowing and the consummation of the transactions contemplated to occur on the Closing Date; (x) the Guaranty Agreement duly executed by each Guarantor; (xi) with respect to Indebtedness not permitted to be outstanding pursuant to Section 7.1 or Liens not permitted to be outstanding pursuant to Section 7.2, copies of duly executed payoff letters, in form and substance reasonably satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under of the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004existing lenders or the administrative agent thereof, together with evidence (a) UCC‑3 or other appropriate termination statements, in form and substance reasonably satisfactory to the Administrative Agent as Agent, releasing all liens of the existing lenders upon any of the personal property of the Borrowers and their Subsidiaries, (b) cancellations and releases, in form and substance reasonably satisfactory to the termination Administrative Agent, releasing all liens of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of existing lenders upon any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office real property of the Borrowers and jurisdiction their Subsidiaries, and (c) any other releases, terminations or other documents reasonably required by the Administrative Agent to evidence the payoff of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2)Indebtedness owed to the existing lenders; (xii) a certificate of insurance issued on behalf of insurers regulatory net capital of each Loan Party, describing Broker/Dealer Subsidiary in reasonable detail an amount equal to at least 125% of the types and amounts amount required by Rule 17a-11(b) (pursuant to which an “early warning” notice of insurance (property and liabilitycapital related problems is required by the SEC) maintained by for such Loan Party, naming the Administrative Agent as additional insured under all liability insurance;Broker/Dealer Subsidiary; and (xiii) duly executed Notices certified copies of Borrowingall agreements, if applicable; and indentures or notes governing the terms of any Material Indebtedness (xiv) excluding any agreements governing any Permitted Funding Debt). Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, or accepted or been satisfied with, each document or other matter required thereunder to be consented to, or approved by or acceptable or satisfactory to a duly executed funds disbursement agreementLender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations As conditions precedent to the effectiveness of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).this Agreement: (a1) The Administrative Agent Borrower shall have received all fees and other amounts due and payable on delivered or prior shall have caused to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel be delivered to the Administrative Agent) required , in form and substance satisfactory to be reimbursed or paid the Lenders and their counsel and duly executed by the Borrower hereunderappropriate Persons (with sufficient copies for each of the Lenders), under any other Loan Document and under any agreement with the Administrative Agent or Banc each of America Securities, LLC, as Arranger. (b) The Administrative Agent (or its counsel) shall have received the following: (iA) a counterpart of this Agreement signed by or on behalf of each party thereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this This Agreement; (iiB) if To the extent requested by any LenderLender pursuant to Section 1.8(6) above and not previously delivered, duly executed Notes a Revolving Loan Note payable to such Lender; (iiiC) a duly executed The REIT Guaranty and the Subsidiary Guarantee Agreement and Indemnity and Contribution AgreementGuaranty; (ivD) a The Pledge Agreements; (E) A certificate of the Secretary or Assistant SecretarySecretary of the limited liability company or general partner, managing member or manager other managing Person or memberPersons, as applicable, of each Loan Party, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement those Borrower Parties which are partnerships or limited liability companies that do not have officers attaching copies of resolutions duly adopted by the Board of Directors of such general partner, managing member or other managing Person or Persons, as applicable, approving the execution, delivery and performance of the Loan Documents on behalf of such Borrower Parties and certifying the names and true signatures of the officers of such limited liability company operating agreementor, for partnerships or comparable organizational documents and authorizationslimited liability companies that do not have officers, authorizing such general partner, managing member or other managing Person or Persons, as applicable, authorized to sign the Loan Documents to which such Borrower Parties are party; (F) A certificate or certificates of the Secretary or an Assistant Secretary of those Borrower Parties which are corporations attaching copies of resolutions duly adopted by the Board of Directors of such Borrower Parties approving the execution, delivery and performance of the Loan Documents to which it is a such Borrower Parties are party and certifying the name, title names and true signature signatures of the officers of each officer of such Loan Party executing Borrower Parties authorized to sign the Loan Documents to which it is a partyon behalf of such Borrower Parties; (vG) certified copies An opinion of counsel for the Borrower Parties as of the articles Closing Date, in form and substance reasonably acceptable to the Administrative Agent and the Lenders; (H) Copies of incorporation the Certificate of Incorporation, Certificate of Formation, or other charter documents Certificate of Limited Partnership of each Loan Partyof the Borrower Parties, together with certificates of good standing or existence, as may be available from certified by the Secretary of State of the jurisdiction state of incorporation or organization formation of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporationPerson; (vi) a favorable written opinion of ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLC, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Lenders shall reasonably request; (vii) a certificate in the form of Exhibit 3.1(b)(vii), dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viii) a certificate dated the Closing Date and signed by a Responsible Officer certifying (A) that since March 31, 2007 there has been no event or condition which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations or filings required to be made or obtained by each Loan Party in connection with the Loans and any transaction being financed with the proceeds of the Loans; (x) duly executed payoff letters, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreement.