Common use of Conditions to Effectiveness Clause in Contracts

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan shall not become effective until the date on which each of the following conditions are satisfied: (a) the Lender shall have received the following, each in form and substance satisfactory to the Lender: (i) the duly executed version of this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower; (b) each of the representations and warranties made by the Borrower in or pursuant to this Agreement shall be true and correct on and as of the Effective Date; and (c) at the time of and immediately after giving effect to the Transaction and the transactions contemplated hereby, including the issuance of the Note, no Default shall have occurred and be continuing.

Conditions to Effectiveness. Unless waived The amendments set forth in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan Section 1 above shall not become effective until on and as of the first date (the “Effective Date”) on which each of the following conditions are precedent have been satisfied: (a) the Lender The Administrative Agent shall have received the following, each in form and substance satisfactory to the Lender: (i) the duly executed version counterparts of this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, Amendment executed by the chief financial officer, principal accounting officer, treasurer or controller of Borrower and the BorrowerRequired Lenders; (b) The Administrative Agent shall have received a consent to this Amendment (in the form attached hereto) executed by each Subsidiary Guarantor; (c) The Borrower shall have paid to the Administrative Agent, for the account of each Lender that has duly executed and delivered to the Administrative Agent a counterpart of this Amendment prior to 12:00 p.m., New York City time on October 26, 2010, an amendment fee equal to 0.25 % of the aggregate principal amount of the Revolving Credit Commitments and/or Term Loans held by each such consenting Lender immediately prior to the Effective Date; (d) The representations and warranties of the Loan Parties set forth in each of the representations and warranties made by the Borrower in or pursuant to this Agreement Loan Documents shall be true and correct in all material respects on and as of the Effective Date (both before and after giving effect to this Amendment), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2(f), the representations and warranties contained in Sections 5.05(a) and (b) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) of the Credit Agreement, respectively; and no Default or Event of Default shall have occurred and be continuing as of the Effective Date; and (ce) at the time of and immediately after giving effect to the Transaction and the transactions contemplated hereby, including the issuance of the Note, no Default The Borrower shall have occurred paid such other fees and be continuingexpenses of Credit Suisse and its Affiliates that are due and payable on or before the Effective Date as separately agreed by the Borrower.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Amendment shall not become effective until upon the date on which each satisfaction of the following conditions are satisfiedconditions: (a) the Lender The Bank shall have received counterparts, duly executed by each party hereto, of this Amendment. (b) The Bank shall have received the followingduly executed Replacement Note. (c) The Bank shall have received the signed certificate or certificates of appropriate officers of the Borrower, each dated the date hereof or such earlier or later date as to which the parties hereto shall agree (such date may be referred to hereafter as the "Closing Date"), certifying the incumbency and specimen signatures of the officers of the Borrower authorized to execute this Amendment and the Replacement Note and any other documents delivered on behalf of the Borrower pursuant to this Section. (d) The Bank shall have received a certificate of appropriate officers of the Borrower to the effect of the following paragraphs (e) and (f). (e) The representations and warranties contained in Section 6 of the Original Credit Agreement as amended hereby shall be true and correct in all material respects on the Closing Date as though made on and as of such time. (f) No Event of Default or Unmatured Event of Default shall have occurred and be continuing on the Closing Date. (g) The Bank shall have received an opinion of the Borrower's counsel in form and substance satisfactory to the Lender:Bank and its counsel. (ih) the The Bank shall have received a Form U-1 duly completed and executed version of this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower; (b) each of the representations and warranties made by the Borrower in or pursuant to this Agreement shall be true and correct on and as of the Effective Date; and (c) at the time of and immediately after giving effect substance satisfactory to the Transaction Bank and the transactions contemplated hereby, including the issuance of the Note, no Default shall have occurred and be continuingits counsel.

Conditions to Effectiveness. Unless waived in writing by This Agreement will become binding on the Lender, this Commercial Loan Agreement, parties hereto upon the Note and the Loan shall not become effective until the date on which each fulfillment of the following conditions are satisfiedprecedent on or before the Effective Date in form and substance and in a manner satisfactory to the Administrative Agent: (a) the Lender The Administrative Agent shall have received received: (i) Certified copies of the followingresolution or resolutions of the Authority approving this Agreement, the Fee Letters and the other Related Documents and the other matters contemplated hereby and thereby, and all other documents, including records of proceedings of the Authority, instruments, governmental approvals, third-party approvals and opinions as the Administrative Agent and its counsel may reasonably request evidencing any other necessary action; (ii) A certificate of the Authority stating the names and true signatures of the officers of the Authority authorized to sign this Agreement, the Fee Letters and the other documents to be delivered by the Authority hereunder; (iii) Executed or conformed copies of each of the Related Documents in form and substance satisfactory to the Lender: (i) the duly executed version of this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated herebyAdministrative Agent; (iv) evidence satisfactory to the Lender A form of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicableMTA RAN; (v) a certificateA certificate or certificates of the Authority stating that (A) on the Effective Date, dated no event has occurred and is continuing, or would result from the execution and delivery of this Agreement, the Fee Letters or the other Related Documents which constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; (B) on the Effective Date and signed by a Responsible Officer, confirming compliance with after giving effect to the conditions set forth in clauses (b) execution and (c) delivery of this Section 3.01; (vi) a solvency certificate as to Agreement, the BorrowerFee Letters and the other Related Documents, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower; (b) each of the all representations and warranties made by of the Borrower Authority contained herein and in or pursuant to this Agreement the other Related Documents shall be true and correct with the same force and effect as though such representations and warranties had been made on and as of the Effective Date; and (c) at the time of and immediately after giving effect to the Transaction and the transactions contemplated hereby, including the issuance of the Note, no Default shall have occurred and be continuing.;

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Amendment shall not become effective until on the date on which each hereof (the “Effective Date”) upon satisfaction (or waiver in accordance with the Agreements) of the following conditions are satisfiedconditions: (a) the Lender shall have received the following, each in form and substance satisfactory to the Lender: (i) the duly executed version Administrative Agent’s receipt of counterparts of this Agreement; (ii) the Amendment, duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrowerparties hereto; (b) the Administrative Agent’s receipt of counterparts of that certain Upfront Fee Letter Agreement, dated as of the date hereof, duly executed by the parties thereto, and the payment by the Issuer of the fees set forth therein in accordance with the terms thereof; (c) the Administrative Agent’s receipt of the favorable written opinions of counsel for the Issuer, the Transferor and the Servicer, addressed to the Administrative Agent, each Funding Agent, each Note Purchaser and the Indenture Trustee, dated the date hereof, covering general corporate matters, no government consents or authorizations, no conflicts with organizational documents, any applicable law or other agreements and the due execution and delivery of, and the enforceability of, this Amendment and each of the representations and warranties made by the Borrower in or pursuant to this Agreement shall be true and correct on and as of the Effective DateAgreements; and (cd) at the time of Issuer shall have paid all fees and immediately after giving effect other amounts due and payable on or prior to the Transaction and date hereof pursuant to the transactions contemplated herebyBasic Documents, to the extent invoiced, including the issuance fees and disbursements invoiced through the date hereof of the NoteAdministrative Agent’s special counsel, no Default shall have occurred and be continuing▇▇▇▇▇ ▇▇▇▇▇ LLP.

Conditions to Effectiveness. Unless waived in writing This Amendment shall be deemed effective (subject to the conditions herein contained) as of the Effective Date when the Administrative Agent has received counterparts hereof duly executed by the Lender, this Commercial Loan AgreementBorrower, the Note Administrative Agent and the Loan shall not become effective until Required Lenders and upon the date on which prior or concurrent satisfaction of each of the following conditions are satisfiedconditions: (a) the Lender Administrative Agent shall have received for its own account, or for the followingaccount of each Lender, each in form and substance satisfactory to as the Lender: case may be, (i) all fees, costs and expenses due and payable pursuant to Section 3.3 of the duly executed version of this First Lien Credit Agreement; , if any, (ii) a fee to each Lender that executes and delivers a counterpart of this Amendment to the duly executed Note from Administrative Agent on or before the Borrower; Effective Date of 15bps on such Lender’s Percentage of the Aggregate Commitment and, (iii) such documents and certificates as the Lender or its counsel may reasonably request relating if then invoiced, any amounts payable pursuant to the organization, existence and good standing Section 10.3 of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the BorrowerFirst Lien Credit Agreement; (b) each of the representations and warranties made by the Borrower in or pursuant to this Agreement shall be Section 5 below are true and correct on and as of the Effective Datecorrect; and (c) at the time no Default, Event of and immediately after giving effect to the Transaction and the transactions contemplated herebyDefault, including the issuance of the Note, no Default Borrowing Base Deficiency or EPL Borrowing Base Deficiency shall have occurred and be continuing. Notwithstanding the foregoing, this Amendment shall not become effective and the agreements hereunder will be terminated unless each of the foregoing conditions is satisfied (or waived in writing) on or prior to September 15, 2014.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Amendment shall not become effective until the date on which each only upon satisfaction of the following conditions are satisfied:condition precedents (the date upon which such condition has been satisfied being herein called the “Fourth Amendment Effective Date”): (a) the Lender Agent shall have received the following, each in form and substance satisfactory to the Lender: (i) the duly executed version counterparts of this Agreement; (ii) Amendment which, when taken together, bear the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing authorized signatures of the Borrower, the authorization of Guarantor, the transactions contemplated hereby Lenders, and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the BorrowerAgent; (b) the Agent shall have received a certificate of a duly authorized officer of each Obligor (including New Guarantor), certifying (i) that, with respect to the Borrower and IMI, the previously delivered Organic Documents of such Obligor, and with respect to New Guarantor, the attached copies of such Obligor’s Organic Documents, in each case, are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the representations Loan Documents is true and warranties made complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents; (c) the Agent shall have received good standing certificates of each Obligor (including New Guarantor), issued by the Borrower in or pursuant to this Agreement shall be true and correct on and as Secretary of the Effective DateState of each Obligor; and (cd) at the time of and immediately after giving effect to the Transaction and the transactions contemplated hereby, including the issuance Agent shall have received duly executed counterparts of the NoteFourth Amendment Fee Letter, no Default shall have occurred when taken together, bear the authorized signatures of the Borrower, Lenders and be continuingAgent.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Amendment shall not become effective until when, and only when, and as of the date (the “Effective Date”) on which each of the following conditions are satisfied: (a) the Lender Agent shall have received counterparts of this Amendment executed by the followingBorrower and each of the Subsidiary Guarantors, each in form of the Revolving Fronting Banks listed on the signature pages hereto and substance each of the Committing Banks or, as to any of the Committing Banks, advice satisfactory to the Lender: Agent that such Committing Bank has executed this Amendment, (b) the Agent shall have received payment of all accrued fees and expenses of the Agent (including the reasonable and accrued fees of counsel to the Agent invoiced on or prior to the date hereof), (c) the Agent shall have received a favorable opinion of the Counsel of the Borrower regarding the due authorization, execution and delivery of this Amendment and other matters reasonably requested by the Agent, (d) the Agent shall have received a certificate signed by a duly authorized officer of the Borrower dated the Effective Date, to the effect that, after giving effect to this Amendment: (i) the duly executed version of this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents representations and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth warranties contained in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower; (b) each of the representations and warranties made by the Borrower in or pursuant to this Agreement shall be Financing Documents are true and correct in all material respects on and as of the Effective DateDate as though made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date); and and (cii) at no Default has occurred and is continuing, (e) the time Agent shall have received certified copies of and immediately after giving effect to the Transaction and the transactions contemplated hereby, including the issuance resolutions of the Note, Board of Directors (or a committee thereof) of the Loan Parties approving the Revolving Credit Loan Commitment Increase and this Amendment and (f) no Default Revolving Credit Loans shall have occurred and be continuingoutstanding.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Amendment shall not become effective until upon the date on which each satisfaction of the following conditions are satisfiedconditions: (a) the Lender The Bank shall have received counterparts, duly executed by each party hereto, of this Amendment. (b) The Bank shall have received the followingduly executed Replacement Note. (c) The Bank shall have received the signed certificate or certificates of appropriate officers of the Borrower, each dated the date hereof or such earlier or later date as to which the parties hereto shall agree (such date may be referred to hereafter as the "Closing Date"), certifying the incumbency and specimen signatures of the officers of the Borrower authorized to execute this Amendment and the Replacement Note and any other documents delivered on behalf of the Borrower pursuant to this Section. (d) The Bank shall have received a certificate of appropriate officers of the Borrower to the effect of the following Paragraphs (e) and (f). (e) The representations and warranties contained in Section 6 of the Original Credit Agreement as amended hereby shall be true and correct in all material respects on the Closing Date as though made on and as of such time. (f) No Event of Default or Unmatured Event of Default shall have occurred and be continuing on the Closing Date. (g) The Bank shall have received an opinion of the Borrower's counsel in form and substance satisfactory to the Lender: (i) the duly executed version of this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents Bank and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower; (b) each of the representations and warranties made by the Borrower in or pursuant to this Agreement shall be true and correct on and as of the Effective Date; and (c) at the time of and immediately after giving effect to the Transaction and the transactions contemplated hereby, including the issuance of the Note, no Default shall have occurred and be continuingcounsel.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Amendment shall not become effective until on the date on (the "Effective Date") upon which each of the following conditions are is satisfied: (a) the Lender The Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the following, each in form signatures of the Borrower and substance satisfactory to the Lender:Required Lenders. (ib) the duly executed version of this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) Vice President or a Financial Officer of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower; confirming that (bi) each of the representations and warranties made of the Loan Parties set forth in the Credit Agreement, as amended by this Amendment, and the Borrower in or pursuant to this Agreement shall be other Loan Documents are true and correct on and as of the Effective Date; and , except for representations and warranties that expressly relate to an earlier date, which representations and warranties were true and correct as of such earlier date, (cii) at each Loan Party is in compliance with all the time of terms and immediately provisions set forth in the Credit Agreement, as amended by this Amendment, and each other Loan Document on its part to be observed or performed and (iii) after giving effect to this Amendment on the Transaction and the transactions contemplated hereby, including the issuance of the NoteEffective Date, no Default or Event of Default shall have occurred and be continuingcontinuing under the Credit Agreement. (c) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower under the Loan Documents.

Conditions to Effectiveness. Unless waived The effectiveness of the amendments provided for in writing by Section 2 is subject to the Lender, this Commercial Loan Agreement, the Note and the Loan shall not become effective until the date on which each fulfillment of the following conditions (the date such conditions are satisfied:fulfilled is hereafter referred to as the “Twelfth Amendment Effective Date”): (a) the Lender The Borrowers shall have received the following, each in form and substance satisfactory paid to the Lender: (i) Agent all costs and expenses payable on the duly executed version of this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating Twelfth Amendment Effective Date pursuant to the organization, existence and good standing Section 12.05 of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower;Credit Agreement. (b) The representations and warranties contained in this Agreement, the Credit Agreement (after giving effect to this Agreement) and in each other Loan Document and certificate or other writing delivered to the Agent or any Lender pursuant thereto on or prior to the Twelfth Amendment Effective Date shall be true and correct, (i) in the case of the representations and warranties qualified or modified as to materiality in the text thereof, in all respects, and (ii) otherwise, in all material respects, in each case on and as of the Twelfth Amendment Effective Date as though made by on and as of such date, except to the Borrower extent that any such representation and warranty expressly relates solely to an earlier date (in or pursuant to this Agreement which case such representation and warranty shall be true and correct on and as of the Effective Datesuch date); and (c) at the time of and immediately , after giving effect to the Transaction and the transactions contemplated hereby, including the issuance of the Notethis Agreement, no Default or Event of Default shall have occurred and be continuing. (c) The Agent shall have received on or before the Twelfth Amendment Effective Date, five (5) copies of this Agreement, duly executed by the Loan Parties, the Agent and the Lenders. (d) The Agent shall have received the agreements, instruments and other documents in respect of the applicable MLP Parties that are required by clauses (1) through (5) of Section 7.01(b)(i) and by clause (ii) of Section 7.01(b).

Conditions to Effectiveness. Unless waived in writing The effectiveness of the --------------------------- amendments and waivers made by this Amendment to the Agreement is subject to its execution by the Lender, this Commercial Loan Agreement, the Note Agent and the Loan shall not become effective until Issuer and the date Agent's receipt on which or before the Amendment Date of (a) counterparts of this Amendment signed by the Borrower and the Required Lenders, (b) receipt by the Agent of the amendment fee provided for in Section 3 of this Amendment and (c) each of the following conditions are satisfied: (a) the Lender shall have received the following, in sufficient number for each of the Lenders, the Co-Agents and the Issuer and in form and substance reasonably satisfactory to the Lender: Agent: (i) a copy, certified by the duly executed version Secretary of the Borrower under date of the Amendment Date, of the resolutions adopted by Owners Committee Action taken by the Owners Committee in accordance with the applicable requirements of the Regulations to authorize the execution and delivery of this Amendment and the carrying out of the provisions hereof and of the Agreement; , as amended hereby; (ii) the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing a certificate of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with dated the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as Amendment Date, to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower; (b) each of the representations and warranties made by the Borrower in or pursuant to this Agreement shall be true and correct effect that on and as of the Effective Amendment Date; and (c) at the time of and immediately , after giving effect to this Amendment, (A) the Transaction representations and the transactions contemplated hereby, including the issuance warranties set forth in Article V of the Note, Agreement are true and correct in all material respects (unless made as of a specific date as set forth in that Article) and (B) no Default shall have occurred exists; and be continuing(iii) an opinion of the general counsel of the Borrower, dated the Amendment Date, to the effect that this Amendment has been duly authorized by Owners Committee Action and validly executed and delivered by the Borrower.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Amendment shall not become effective until (the date on which each “Amendment Effective Date”) upon satisfaction in full of the following conditions are satisfiedprecedent: (a) Immediately after giving effect to this Amendment, (i) the Lender representations and warranties contained in this Amendment, the Credit Agreement and the other Loan Documents shall be correct on and as of the date of this Amendment as though made on and as of such date (except where such representations and warranties relate to an earlier date in which case such representations and warranties shall be true and correct as of such earlier date) and (ii) no Default or Event of Default shall have occurred and be continuing (or would result from this Amendment becoming effective in accordance with its terms). (b) The Agent shall have received counterparts of this Amendment that bear the signatures of each of the Credit Parties, the Agent and the Lenders. (c) The Agent shall have received the followingLaSalle Springing Account Control Agreement executed by the applicable Credit Parties, each the Term Agent, the Agent and LaSalle, in form and substance satisfactory to the Lender:Agent. (id) the duly executed version The Agent shall have received a copy of this Agreement; an amendment (ii) the duly executed Note from the Borrower; (iii) such documents or similar agreement), in form and certificates as the Lender or its counsel may substance reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated herebyAgent, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, duly executed by the chief financial officerCredit Parties, principal accounting officerthe Term Loan Agent, treasurer or controller and the Term Loan Lenders amending the corresponding provisions of the Borrower; (b) each Term Loan Agreement and consenting to the termination of the representations and warranties made by the Borrower in or pursuant to this LaSalle Sweeping Account Control Agreement shall be true and correct on and as of the Effective Date; and (c) at the time of and immediately after giving effect to the Transaction and the transactions contemplated hereby, including replacement of such control agreement with the issuance of the Note, no Default shall have occurred and be continuingLaSalle Springing Account Control Agreement.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Second Amendment shall not become be effective until the date on which each of the following conditions are satisfiedprecedent has been fulfilled to the reasonable satisfaction of the Agents: (a) the Lender The Agents shall have received the followingcounterparts of this Second Amendment, each in form and substance satisfactory to the Lender: (i) the duly executed version of this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing delivered by each of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower;parties hereto. (b) each All corporate and shareholder action on the part of the representations Loan Parties and warranties made all consents and approvals necessary for the valid execution, delivery and performance by the Borrower Loan Parties of this Second Amendment and the documents, instruments and agreements delivered in or pursuant connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to this Agreement the Agent shall be true and correct on and as of have been provided to the Effective Date; andAgents. (c) at the time of and immediately after After giving effect to the Transaction and the transactions contemplated hereby, including the issuance of the Notethis Second Amendment, no Default or Event of Default shall have occurred and be continuing. (d) There shall be no material misstatements of fact in the written materials furnished by the Loan Parties to the Agents or the Lenders prior to closing of this Second Amendment, or in the representations or warranties of the Loan Parties made in the Agreement. (e) All fees payable to the Agents and the Lenders required to be paid on or before the date hereof shall have been paid. (f) The Agents shall have been reimbursed by the Loan Parties for all reasonable costs and expenses of the Agents (including, without limitation, reasonable attorneys’ fees) in connection with the preparation, negotiation, execution, and delivery of this Second Amendment and related documents. The Loan Parties hereby acknowledge and agree that the Agents may charge the Loan Account to pay such costs and expenses.

Conditions to Effectiveness. Unless waived The amendment to the Credit Agreement set forth in writing by the Lender, this Commercial Loan Agreement, the Note Section 1 and the Loan waiver set forth in Section 2 shall not become effective until as of the date on which each of the following conditions are satisfiedhereof upon: (a) the Lender shall have received the followingAdministrative Agent’s receipt of counterparts of this Amendment executed by each Borrower, each in form other Loan Party, the Administrative Agent, and substance satisfactory to the Lender: (i) the duly executed version of this AgreementRequired Lenders; (iib) the duly executed Note from Borrowers shall have delivered all customary agreements, certificates and other customary documents reasonably requested by the Borrower; (iii) such documents Administrative Agent in connection with this Amendment and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (ivc) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) Administrative Agent shall have received a certificate, dated the Effective Date and certificate signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) duly authorized officer of this Section 3.01; (vi) a solvency certificate as each Borrower to the Borrowereffect that, executed by before and after giving effect to this Amendment on the chief financial officer, principal accounting officer, treasurer or controller of the Borrower; date hereof: (bi) each of the representations and warranties made by contained in Article III of the Borrower in or pursuant to this Credit Agreement shall be and each of the other Loan Documents are true and correct in all material respects on and as of the Effective Datedate of such certificate as though made on and as of each such date (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date), and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects (in each case excluding any inaccuracy constituting, or resulting directly from, a Specified Default); and (ii) no Default or Event of Default has occurred and is continuing or would result after giving effect to this Amendment; and (cd) at the time of and immediately after giving effect to the Transaction and the transactions contemplated hereby, including the issuance of the Note, no Default Borrowers shall have occurred and paid to each Agent such fees or other amounts as may be continuingthen payable pursuant to any Loan Document.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Amendment shall not become effective until as of the date on which each set forth above upon the satisfaction of the following conditions are satisfiedconditions: (a) the Lender there shall have received the following, each in form exist no Default both immediately before and substance satisfactory after giving effect to the Lender: (i) the duly executed version of this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower;Amendment; and (b) the Administrative Agent shall have received a counterpart signature page to this Amendment, duly executed and delivered by the Borrower, each Guarantor, the owners of the representations and warranties made by the Borrower in or pursuant to this Agreement shall be true and correct on and as Capital Stock of the Effective DateMission Borrowers (the "Pledgors"), the Majority Lenders and the Majority Revolver Lenders; and (c) at the time representations and warranties set forth in this Amendment shall be true and correct in all material respects as of and immediately after giving effect the date of this Amendment (except (1) to the Transaction extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date and (2) that any representation or warranty that is qualified by "materiality" or "Material Adverse Effect" shall be true and correct in all respects); and (d) the transactions contemplated hereby, including the issuance Administrative Agent shall have received a copy of the Noteexecuted Sixth Amendment to the Nexstar Fourth Amended and Restated Credit Agreement on terms reasonably acceptable to the Administrative Agent, no Default and all conditions to effectiveness of such Sixth Amendment shall have occurred been satisfied or waived (except the condition relating to the effectiveness of this Amendment); and (e) the Administrative Agent shall have received such confirmations and be continuingaffirmations of any of the Loan Documents by the applicable Credit Parties as reasonably requested by the Administrative Agent, in each case reasonably acceptable to the Administrative Agent.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Second Amendment shall not become effective until on November 30, 2007 (the date on which “Second Amendment Effective Date”), if each of the following conditions are satisfiedprecedent shall have been satisfied on or prior to such day: (a) the Lender The Administrative Agent shall have received the followingreceived, with a copy for each in form and substance satisfactory to the Lender: (i) the Funding Agent, this Second Amendment duly executed version of this Agreement; (ii) and delivered by the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the BorrowerIssuer, the authorization of Administrator, the transactions contemplated hereby CP Conduit Purchasers and any other legal matters relating to the BorrowerAPA Banks (including the Exiting Purchaser Group and the Acquiring Purchaser Group), this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to Administrative Agent and the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the BorrowerIndenture Trustee; (b) each of the The representations and warranties made by of the Borrower Issuer and VMS contained in or pursuant the Transaction Documents to this Agreement which each is a party shall be true and correct on and in all material respects as of the Second Amendment Effective Date as if made as of the Second Amendment Effective Date; (c) The Issuer shall pay to the Administrative Agent, (i) on behalf of each Purchaser Group, the fee set forth on Exhibit B to this Second Amendment and (ii) all other fees due and payable to the Administrative Agent; and (cd) at the time of and immediately after giving effect The Funding Agent with respect to the Transaction Exiting Purchaser Group shall have surrendered the Series 2006-2 Investor Note issued in its name to the Indenture Trustee for cancellation and the transactions contemplated hereby, including the issuance of the Note, no Default Issuer shall have occurred signed and be continuingdirected the Indenture Trustee to authenticate and deliver to the Funding Agent with respect to the Acquiring Purchaser Group a new Series 2006-2 Investor Note in the name of such Funding Agent in an amount equal to the Maximum Purchaser Group Invested Amount with respect to the Acquiring Purchaser Group.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Amendment shall not become effective until as of the date on which each set forth above upon the satisfaction of the following conditions are satisfiedconditions: (a) there shall exist no Default both immediately before and after giving effect to this Amendment; and (b) the Lender Administrative Agent shall have received the followinga counterpart signature page to this Amendment, each in form and substance satisfactory to the Lender: (i) the duly executed version of this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of delivered by the Borrower, the authorization Ultimate Parent, Nexstar Finance Holdings, each Guarantor, the owners of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender Capital Stock of the receipt of all consents required to effect Mission Borrowers (the transactions contemplated hereby"Pledgors"), including all regulatory approvals the Majority Lenders and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower; (b) each of the representations and warranties made by the Borrower in or pursuant to this Agreement shall be true and correct on and as of the Effective DateMajority Revolver Lenders; and (c) at the time representations and warranties set forth in this Amendment shall be true and correct in all material respects as of and immediately after giving effect the date of this Amendment (except (1) to the Transaction extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date and (2) that any representation or warranty that is qualified by "materiality" or "Material Adverse Effect" shall be true and correct in all respects); and (d) the transactions contemplated hereby, including the issuance Administrative Agent shall have received a copy of the Noteexecuted Fourth Amendment to the Mission Third Amended and Restated Credit Agreement on terms reasonably acceptable to the Administrative Agent, no Default and all conditions to effectiveness of such Fourth Amendment shall have occurred been satisfied or waived (except the condition relating to the effectiveness of this Amendment); and (e) the Administrative Agent shall have received such confirmations and be continuingaffirmations of any of the Loan Documents by the applicable Credit Parties as reasonably requested by the Administrative Agent, in each case reasonably acceptable to the Administrative Agent.

Conditions to Effectiveness. Unless waived in writing by This Agreement will become effective on the Lender, this Commercial Loan Agreement, date (the Note "Eighth Amendment Effective Date") the Agent has confirmed to the Borrower and the Loan shall not become effective until the date on which each of Lenders signatory to this Agreement that the following conditions are satisfiedhave been fulfilled to the satisfaction of the Agent: (a) this Agreement has been executed and delivered by (i) the Lender shall have received Borrower and the followingother Obligors party hereto and (ii) the Lenders party hereto which collectively constitute the Required Lenders; (b) receipt by the Agent of a copy certified by the corporate secretary or a director of each Obligor of the documents evidencing the authority of the Persons having executed this Agreement, including for certainty a copy of the resolution of the each Obligor and an incumbency certificate; (c) receipt by the Agent of a duly executed copy of the agreement evidencing the Second Lien Debt; (d) the Second Lien Intercreditor Agreement has been executed and delivered by all parties thereto and such agreement is in form and substance satisfactory to the Lender: (i) the duly executed version of this Agreementall Lenders; (iie) receipt by the Agent of a duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing copy of the Borrower, the authorization subordination agreement in connection with intercompany Debt permitted under Section 1.1 (103) (g) of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower; (b) each of the representations and warranties made by the Borrower in or pursuant to this Agreement shall be true and correct on and as of the Effective DateCredit Agreement; and (cf) at payment of all fees and expenses owing by the time of and immediately after giving effect Borrower to the Transaction Agent and the transactions contemplated hereby, including Lenders on the issuance of the Note, no Default shall have occurred and be continuingEighth Amendment Effective Date.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Amendment shall not become be effective until the date on which each upon satisfaction of the following conditions are satisfiedprecedent: (a) the Lender Agent shall have received fully executed copies of the followingagreements, instruments and other documents specified on the Exhibit A that is attached hereto, in each case in form and substance satisfactory to the Lender: (i) the duly executed version of this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents Agent and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower;Lenders. (b) The Secured Subordinated Notes shall have been issued and Kinetek shall have received the net cash proceeds thereof in an amount not less than $18,500,000 (which net cash proceeds shall be first applied by Kinetek to reduce the outstanding principal balance Of the Revolving Credit Loans), in each case in accordance with the terms of the representations documentation evidencing the Secured Subordinated Notes and warranties made by the Borrower in or pursuant to this Agreement shall be true and correct on and as of the Effective Date; andapplicable law. (c) at Agent shall have received (i) evidence of the time corporate authority of each Borrower, Parent, MCE Holdings, ADC Holdings and immediately after giving effect FIR Holdings to execute, deliver and perform the Transaction agreements, instruments and other documents specified on the Exhibit A that is attached hereto, (ii) certified copies of the articles of incorporation of each Borrower, Parent, MCE Holdings, ADC Holdings and FIR Holdings, and (iii) certified copies of certificates of good standing of each Borrower, Parent, MCE Holdings, ADC Holdings and FIR Holdings in its state of incorporation, all in form and substance satisfactory to Agent. (d) All proceedings taken in connection with the transactions contemplated herebyby this Amendment and all documents, including the issuance of the Note, no Default instruments and other legal matters incident thereto shall be satisfactory to Agent and its legal counsel. (e) Agent shall have occurred and received from Borrowers an amendment fee equal to $43,750, which shall be continuingreceived by Agent for the pro rata account of Lenders that have executed this Amendment.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Amendment shall not become effective until on and as of the date on which each of the following conditions are satisfiedthat: (a) the Lender Administrative Agent shall have received the followingcounterparts of this Amendment, each in form and substance satisfactory to the Lender: (i) the duly executed version of this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed delivered by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) duly authorized officer of each of Holdings and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower; (b) the Administrative Agent shall have received executed Lender Consent Letters, substantially in the form of Exhibit A hereto ("Lender Consent Letters"), from Lenders whose consent is required pursuant to Section 9.1 of the Revolving Credit Agreement; (c) the Administrative Agent shall have received an executed Acknowledgment and Consent, in the form set forth at the end of this Amendment, from each Loan Party other than the Borrower; (d) the Administrative Agent shall have received an executed certificate of an officer of each of Holdings and the Borrower in form satisfactory to the Administrative Agent as to the accuracy of the representations and warranties made by set forth in Section 3 of the Borrower Revolving Credit Agreement and in the other Loan Documents, the absence of any Default or pursuant Event of Default after giving effect to this Agreement shall be true and correct on Amendment, and as to such other customary matters as the Administrative Agent may reasonably request; (e) the Administrative Agent shall have received for the account of each Lender executing and delivering this Amendment by May 12, 2000 a fee of 3/8 of 1% of the Effective Dateaggregate principal amount of such Lenders' total Commitments under the Revolving Credit Agreement; and (cf) at the time of and immediately after giving effect Administrative Agent shall be satisfied that amendments to the Transaction and Term Loan Agreement consistent with the transactions contemplated hereby, including the issuance of the Note, no Default shall amendments effected hereby have occurred and be continuingbecome effective.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Amendment shall not become effective until upon the date on which each satisfaction of the following conditions are satisfied:(the effective date of this Amendment, the "First Amendment Effective Date"): (a) the Lender The Administrative Agent shall have received the following, each in form and substance satisfactory to the Lender: (i) the duly executed version counterparts of this Agreement; (ii) the duly Amendment executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of by the Borrower, the authorization Administrative Agent and the Required Lenders as of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower;date hereof. (b) The Administrative Agent shall have received counterparts of the Acknowledgement and Consent attached hereto, executed and delivered by an authorized officer of each Loan Party party thereto. (c) The Administrative Agent, the Lenders, ▇.▇. ▇▇▇▇▇▇ Securities Inc. and counsel to the Administrative Agent and ▇.▇. ▇▇▇▇▇▇ Securities Inc. shall have received all fees required to be paid, and all expenses for which invoices have been presented, on or before the First Amendment Effective Date. (d) Each of the representations and warranties made by the Borrower in or pursuant to this Agreement Amendment shall be true and correct in all material respects on and as of the First Amendment Effective Date; and, as if made on and as of such date unless such representation relates solely to an earlier date, in which case such representation shall be true and correct as of such date. (ce) at the time No Default or Event of and immediately after giving effect to the Transaction and the transactions contemplated hereby, including the issuance of the Note, no Default shall have occurred and be continuingcontinuing on the First Amendment Effective Date or after giving effect to any Revolving Extensions of Credit requested to be made on such date.

Conditions to Effectiveness. Unless waived in writing by the Lender, The effectiveness of this Commercial Loan Agreement, the Note and the Loan shall not become effective until the date on which each Amendment is subject to satisfaction of all of the following conditions are satisfiedprecedent: (a) the Lender counterparts of this Amendment shall have received the following, each in form been executed and substance satisfactory to the Lender: (i) the duly executed version of this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of delivered by the Borrower, the authorization of other Credit Parties signatory hereto and the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower;Required Lenders; ​ ​ (b) Agent shall have received (and, in turn, Agent shall pay to each Lender their ratable share of the following amendment fee, which ratable share shall be determined by reference to the outstanding principal balance of the Term Loans held by each Lender as of the date of this Amendment), on behalf of each Lender that has delivered an executed signature page to this Amendment on or prior to the date hereof, payment of a non-refundable amendment fee in an amount equal to $175,000, which amendment fee shall be earned in full on the date hereof; (c) Agent shall have received a duly executed copy of the First Amendment to the Revolving Credit Agreement dated as of the date hereof; (d) the truth and accuracy of the representations and warranties made by the Borrower contained in or pursuant to this Agreement shall be true and correct on and as of the Effective DateSection 4 hereof; and (ce) at the time Borrower shall have paid the reasonable and documented legal fees and expenses of ▇▇▇▇▇▇▇ and immediately after giving effect ▇▇▇▇▇▇ LLP, Agent’s counsel, incurred in connection with the preparation, negotiation, execution and delivery of this Amendment and other post-closing services rendered in connection with the Loan Agreement on or prior to the Transaction and date hereof, in each case to the transactions contemplated hereby, including extent payable under the issuance terms of the Note, no Default shall have occurred and be continuingLoan Agreement.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Waiver shall not become effective until when, and only when, and as of the date (the “Effective Date”) on which each of the following conditions are satisfied: (a) the Lender Agent shall have received counterparts of this Waiver executed by the followingBorrower and each of the Subsidiary Guarantors and the Required Banks or, each in form and substance as to any of the Required Banks, advice satisfactory to the Lender: Agent that such Bank Party has executed this Waiver, (b) the Agent shall have received payment of all accrued fees and expenses of the Agent (including the reasonable and accrued fees of counsel to the Agent invoiced on or prior to the date hereof), (c) the Agent shall have received a favorable opinion of the Counsel of the Borrower regarding the due authorization, execution and delivery of this Waiver and other matters reasonably requested by the Agent and (d) the Agent shall have received a certificate signed by a duly authorized officer of the Borrower dated the Effective Date, to the effect that, after giving effect to this Waiver: (i) the duly executed version of this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents representations and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth warranties contained in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower; (b) each of the representations and warranties made by the Borrower in or pursuant to this Agreement shall be Financing Documents are true and correct in all material respects on and as of the Effective DateDate as though made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date); and and (cii) at the time of no Default has occurred and immediately after giving effect is continuing. This Waiver is subject to the Transaction and the transactions contemplated hereby, including the issuance provisions of Section 10.05 of the Note, no Default shall have occurred and be continuingCredit Agreement.

Conditions to Effectiveness. Unless waived Notwithstanding any other provision of this Amendment and without affecting in writing by any manner the Lenderrights of the Purchasers hereunder, it is understood and agreed that this Commercial Loan Agreement, the Note and the Loan Amendment shall not become effective effective, and Issuer shall have no rights under this Amendment, until the date on which Required Purchasers shall have received each of the following conditions are satisfiedfollowing: (a) duly executed signature pages to this Amendment from the Lender Required Purchasers, Issuer, and each other Loan Party; (b) fully executed copy of the First Amendment to the Senior Credit Agreement which shall have received be in full force and effect on the following, each date hereof and shall be in form and substance satisfactory to the Lender: (i) the duly executed version of this AgreementRequired Purchasers; (iic) fully executed copy of the duly executed Note from First Amendment to the BorrowerJunior Subordinated Securities Purchase Agreement, which shall be in full force and effect on the date hereof and shall be in form and substance satisfactory to the Required Purchasers; (iiid) such documents and certificates as fully executed copy of the Lender or its counsel may reasonably request relating Second Amendment to the organizationBridge Note Purchase Agreement, existence which shall be in full force and good standing of effect on the Borrower, the authorization of the transactions contemplated hereby date hereof and any other legal matters relating shall be in form and substance satisfactory to the Borrower, this Agreement or the transactions contemplated herebyRequired Purchasers; (ive) evidence satisfactory to that the Lender Issuer shall have received cash proceeds of at least $10,000,000 from the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower; (b) each of the representations and warranties made by the Borrower in or pursuant to this Agreement shall be true and correct on and as of the Effective DateFirst Amendment Equity Issuance; and (cf) at payment in full in cash of all fees and expenses of the time Purchasers owing as of the date hereof, including all reasonable fees and immediately after giving effect expenses of counsel to the Transaction and the transactions contemplated hereby, including the issuance of the Note, no Default shall have occurred and be continuingPurchasers.

Conditions to Effectiveness. Unless waived in writing by the Lender, The provisions of this Commercial Loan Agreement, the Note and the Loan Amendment shall not become effective until on the date, which date (if ever) shall be on which each or prior to May 31, 2018, that all of the following conditions are satisfied:precedent have been satisfied (the “Eighth Amendment Effective Date”): (a) the Lender Agent shall have received a pdf copy of this Amendment, duly executed and delivered by Parent and the followingSubsidiary Guarantor; (b) Each of the representations and warranties of Borrower in Section 4 of this Amendment shall be true, each correct and accurate in all material respects as of the Eighth Amendment Effective Date; (c) No Material Adverse Effect has occurred; (d) Agent shall have received either (i) a secretary’s certificate certifying as to the Borrower’s charter documents, authorizations and incumbency matters in form and substance satisfactory to Agent, or (ii) a confirmation satisfactory to Agent in its sole discretion that the Lender: (i) the duly executed version of this AgreementBorrower’s charter documents, authorizations and incumbency have not changed since previously delivered to Agent; (iie) No Event of Default exists under the duly executed Note from the BorrowerLoan Agreement or any Loan Document; (iiif) such documents Borrower shall have paid to Agent’s counsel all legal fees and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance out-of-pocket expenses incurred in connection with the conditions set forth in clauses (b) Loan Documents and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower; (b) each of the representations and warranties made by the Borrower in or pursuant to this Agreement shall be true and correct on and as of the Effective DateAmendment; and (cg) at the time of and immediately after giving effect All legal matters incident to the Transaction execution and the transactions contemplated hereby, including the issuance delivery of the Note, no Default this Amendment shall have occurred be satisfactory to Agent and be continuingits counsel.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Amendment shall not become be effective until the date on which each of the following conditions are satisfiedprecedent has been fulfilled to the reasonable satisfaction of the Administrative Agent: (a) the Lender The Administrative Agent shall have received the following, each in form and substance satisfactory to the Lender: (i) the counterparts of this Amendment duly executed version of this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing delivered by each of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower;parties hereto. (b) each All action on the part of the representations Loan Parties necessary for the valid execution, delivery and warranties made performance by the Borrower Loan Parties of this Amendment and the documents, instruments and agreements to be executed in or pursuant connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to this Agreement the Administrative Agent shall be true and correct on and as of have been provided to the Effective Date; andAdministrative Agent. (c) at the time of The Loan Parties shall have paid in full all reasonable costs and immediately after giving effect to the Transaction and the transactions contemplated hereby, including the issuance expenses of the NoteAgents (including, no without limitation, reasonable attorneys’ fees) in connection with the preparation, negotiation, execution and delivery of this Amendment and related documents. (d) No Default or Event of Default shall have occurred and be continuing. (e) No “Default” or “Event of Default” (each as defined in the Term Credit Agreement) shall have occurred and be continuing or would result from the entering into of this Amendment or the performance by the Loan Parties of their obligations hereunder. (f) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Amendment and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the Loan Parties. (g) The Administrative Agent shall have received such additional documents, instruments, and agreements as any Agent may reasonably request in connection with the transactions contemplated hereby.

Conditions to Effectiveness. Unless The effectiveness of this Agreement and the waivers and amendments provided herein are subject to satisfaction of the following conditions precedent (other than any of which have been waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan shall not become effective until the date on which each of the following conditions are satisfied:): (a) receipt by the Lender shall of a copy of this Agreement duly executed and delivered by all parties hereto; (b) the Lender and the Borrower have received executed the following, each in form and substance satisfactory Recapitalization Term Sheet; (c) delivery to the LenderLender of an Officer’s Certificate in respect of the Borrower certifying that: (i) the duly executed version articles, memorandum, by-laws, constating documents or other organizational documents of the Borrower have not been amended or otherwise modified since October 30, 2014; (ii) attached thereto are true and correct copies of the resolutions or other documentation evidencing that all necessary action (if any), corporate or otherwise, has been taken by the Borrower to authorize the execution, delivery and performance of this Agreement and any related agreements; (iii) attached thereto is a true and correct copy of a certificate of incumbency including sample signatures of officers and directors in respect of the Borrower that is party to this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower; (b) each of the representations and warranties made contained in Section 4.1 of the Amended Loan Agreement, as modified by the Compliance Certificates delivered by the Borrower in or pursuant to this Agreement shall be the Lender, are true and correct on and as of the Third Amendment Effective Date; and (cv) at the time of and immediately after giving effect to the Transaction and waivers contained in the transactions contemplated herebyThird Amendment, including the issuance there exists no Default or Event of Default as of the Note, no Default shall have occurred and be continuingThird Amendment Effective Date.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Agreement shall not become effective until and be deemed effective as of the date on which each when, and only when, all of the following conditions are have been satisfied: (a) the Lender Agent shall have received (i) a copy of this Agreement duly executed by Agent, the followingRequired Lenders, and each Amendment Party and (ii) an executed copy of the Consent and Reaffirmation in the form attached hereto as Annex I; (b) Agent shall have received a fully executed agreement amending certain provisions of the Term Loan Agreement, in form and substance reasonably acceptable to Agent and the Required Lenders; (c) Agent and the Lenders shall have received fully executed copies of each of the documents, instruments and agreements set forth on the closing checklist attached hereto as Exhibit B, each in form and substance reasonably satisfactory to Agent and the Lender: Required Lenders and such other agreements, instruments, approvals or other documents requested by Agent or the Required Lenders prior to the date hereof in order to effect the intent that Joinder Party shall become bound by all of the terms, covenants and agreements contained in each other Loan Document to which Joinder Party is a party (i) the duly executed version of including, without limitation, after giving effect to this Agreement, the Credit Agreement); (iid) the duly executed Note from the Borrower; (iii) such documents Borrowers shall have paid all fees costs and certificates as the Lender or its counsel may reasonably request relating to the organization, existence expenses due and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower; (b) each of the representations and warranties made by the Borrower in or pursuant to this Agreement shall be true and correct on and payable as of the Effective Datedate hereof under the Credit Agreement and the other Loan Documents, including without limitation all attorney's fees and expenses incurred by Agent; and (ce) at the time no Default or Event of and immediately after giving effect to the Transaction and the transactions contemplated hereby, including the issuance of the Note, no Default shall have occurred and be continuing.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Agreement shall not become effective until on and as of the date first Business Day on which each of the following conditions are satisfied:shall have been satisfied (the “Third Amendment Effective Date”): (a) the Lender Administrative Agent shall have received counterparts of this Agreement, duly executed and delivered by, or on behalf of, (A) the followingBorrower, (B) Holdings, (C) each Subsidiary Guarantor, and (D) the Required Lenders; NYDOCS02/118488677086519_1 2 LPL -Third Amendment (2019) (b) payment by the Borrower to each Lender that delivers an executed copy of a counterpart to this Agreement on or before 5 p.m., New York City time, on April 22, 2019, an amendment fee (the “Amendment Fee”) in form and substance satisfactory an amount equal to 0.125% of the Lender: sum of (i) the duly executed version outstanding principal amount of this Agreementsuch Lender’s Term Loans and (ii) such Lender’s Revolving Credit Commitments, in each case as of the Third Amendment Effective Date; (ii) the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower; (b) each of the representations and warranties made by contained (i) in Section 3 of this Agreement, and (ii) in Section 8 of the Borrower Credit Agreement and in the other Credit Documents, shall, in each case, be true and correct in all material respects, on and as of the Third Amendment Effective Date, except to the extent such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or pursuant to this Agreement similar language shall be true and correct in all respects on and the Third Amendment Effective Date or on such earlier date, as of the Effective Datecase may be (after giving effect to such qualification); and (cd) at the time no Default or Event of and Default exists immediately before or immediately after giving effect to the Transaction and the transactions contemplated hereby, including the issuance of the Note, no Default shall have occurred and be continuingthis Agreement.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Agreement shall not become be effective until as of the date (the “Resignation Effective Date”) on which each of the following conditions are satisfied: which: (a) the Lender Resigning Agent shall have received the following, each in form and substance satisfactory to the Lender: (i) the duly executed version of this Agreement; (ii) the duly executed Note from the Borrower; Borrower payment in immediately available funds of all outstanding interest and fees set forth as “Total Accrued Interest and Fees” at the bottom of Schedule I hereto; (iiib) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization Resigning Agent and the Successor Agent shall have received this Agreement, executed and delivered by a duly authorized officer of each of the transactions contemplated hereby and any other legal matters relating parties to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) Agreement; and (c) the Resigning Agent shall have received from Borrower payment in immediately available funds of this Section 3.01; (vi) a solvency certificate as all costs and out-of-pocket expenses incurred prior to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller Resignation Effective Date and invoiced as of the Borrower; (b) each date hereof in connection with the preparation, execution, delivery and administration of the representations Credit Agreement, the transactions contemplated thereby and warranties made by the other documents delivered thereunder, including without limitation, the cost of auditors auditing the books, records and procedures of Borrower in or pursuant and all reasonable fees and out-of-pocket expenses of legal counsel for Resigning Agent with respect to the Credit Agreement incurred prior to the Resignation Effective Date and with respect to this Agreement shall be true and correct on with respect to advising Resigning Agent as to its rights and as of remedies under the Effective Date; and (c) at the time of Credit Agreement and immediately after giving effect to the Transaction and the transactions contemplated hereby, including the issuance of the Note, no Default shall have occurred and be continuingthis Agreement.

Conditions to Effectiveness. Unless waived in writing by The effectiveness of this Amendment is subject to the Lender, this Commercial Loan Agreement, the Note and the Loan shall not become effective until the date on which each satisfaction of the following conditions are satisfiedprecedent: (a) the Lender The Lenders shall have received the following, each in form and substance satisfactory to the Lender: (i) the this Amendment, duly executed version of this Agreement; by the Company, the Guarantors, the Agent and the Lenders, (ii) a certificate of the duly executed Note from Secretary of the Borrower; Company acknowledging (A) that the Company's Board of Directors has adopted, approved, consented to and ratified resolutions which authorize the execution, delivery and performance by the Company of this Amendment, and all other Loan Documents to which the Company is or is to be a party, and (B) the names of the officers of the Company authorized to sign this Amendment and each of the other Loan Documents to which the Company is or is to be a party hereunder (including the certificates contemplated herein) together with specimen signatures of such officers, and (iii) such documents additional documents, instruments and certificates information as the Lender or its counsel Lenders may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrowerrequest; (b) each of the The representations and warranties made by contained herein and in the Borrower in or pursuant to this Credit Agreement and the Loan Documents, as each is amended hereby, shall be true and correct on and in all material respects as of the Effective Date; anddate hereof, as if made on the date hereof (except insofar as such representations and warranties relate expressly to an earlier date); (c) at the time of and immediately after After giving effect to the Transaction and the transactions contemplated hereby, including the issuance of the Notethis Amendment, no Default or Event of Default shall have occurred and be continuing; and (d) All corporate proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be satisfactory to the Agent and their legal counsel.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Agreement shall not become effective until (the date on which each “Effective Date”) upon the satisfaction of the following conditions are satisfiedprecedent: (a) the Lender The Administrative Agent shall have received the following, each in form and substance satisfactory to the Lender: (i) the a duly executed version counterpart of this Agreement; (ii) the duly , executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of by the Borrower, the authorization of Administrative Agent and the transactions contemplated hereby Requisite Lenders, and any other legal matters relating acknowledged and agreed to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the BorrowerGuarantors; (b) each The Administrative Agent shall have received from the Borrower a projected statement of cash flows for the thirteen week period commencing on December 17, 2007 (the “Cash Flow Forecast”); (c) The Administrative Agent shall have received from the Borrower a certificate of a Responsible Officer of the Borrower to the effect that all representations and warranties made by the Borrower contained in or pursuant to this Agreement shall be are true and correct on and as of the Effective Datedate hereof; (d) There shall have been paid to the Administrative Agent for the account of each Lender a fee in an amount equal to 0.2% of such Lender’s Revolving Credit Commitment then in effect; and (ce) at The Administrative Agent and the time Lenders shall have received all other fees and expense (including reasonable fees and expenses of counsel) actually incurred in connection with the negotiation, preparation and immediately after giving effect execution of this Agreement, in each case to the Transaction and extent set forth in an invoice delivered to the transactions contemplated herebyBorrower by 7:00 p.m. (New York City time) on December 13, including the issuance of the Note, no Default shall have occurred and be continuing2007.

Conditions to Effectiveness. Unless waived in writing by The effectiveness of this Amendment shall be subject to the Lender, this Commercial Loan Agreement, the Note and the Loan shall not become effective until the date on which each satisfaction of all of the following conditions are satisfiedin a manner, form and substance satisfactory to the Agent: (a) Borrower shall deliver to Agent bank statements for the Lender months of March, 2005 and April, 2005 for all deposit accounts that are not required to be subject to a Deposit Account Control Agreement; (b) Borrower shall deliver to Agent evidence that all investment accounts maintained at Banc of America Securities (formerly Fleet Securities) have been closed; (c) no Default or Event of Default shall be in existence; (d) the Borrower shall have received delivered to the followingAgent an executed original copy of this Amendment and each other agreement, document or instrument reasonably requested by the Agent in connection with this Amendment, each in form and substance reasonably satisfactory to the Lender: (i) the duly executed version of this AgreementAgent and Lenders; (iie) the duly executed Note from Borrower shall have paid all fees, costs and expenses owed to and/or incurred by the BorrowerAgent and Lenders arising in connection with the Loan Documents and/or this Amendment; (iiif) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower; (b) each of the representations and warranties made by the Borrower in or pursuant to this Agreement shall be true have executed and correct on and delivered that certain letter agreement dated as of the Effective Datedate hereof between Borrower, Agent and the Lenders; and (cg) at the time of and immediately after giving effect to the Transaction and all proceedings taken in connection with the transactions contemplated hereby, including by this Amendment and all documentation and other legal matters incident thereto shall be satisfactory to the issuance of the Note, no Default shall have occurred and be continuingAgent.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Agreement shall not become effective until as of the date on which each of the following conditions are have been satisfied, as determined by Agent in its sole discretion: (a) Borrowers and Parent shall have delivered to Agent this Agreement executed by an authorized officer of the Lender Borrowers and Parent; (b) all representations and warranties of the Borrowers contained herein shall be true and correct in all material respects (without duplication of any materiality qualifier in the text of such representation or warranty) as of the date hereof except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date (and such parties’ delivery of their respective signatures hereto shall be deemed to be its certification thereof); (c) immediately prior (other than the Subject Defaults) to and immediately after giving effect to the agreements set forth herein, no Default or Event of Default shall exist under any of the Financing Documents; (d) Agent shall have received this Agreement executed by each of the followingLenders constituting at least the Required Lenders; and (e) Agent shall have received executed counterparts of (i) a limited waiver and amendment to the Revolving Loan Credit Agreement and (ii) a limited waiver and amendment to the Avenue Term Loan Credit Agreement, in each case, in form and substance satisfactory to the Lender: (i) the duly executed version of this Required Lenders. Avenue / Rubicon / Limited Waiver and Amendment No. 1 to Credit Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower; (b) each of the representations and warranties made by the Borrower in or pursuant to this Agreement shall be true and correct on and as of the Effective Date; and (c) at the time of and immediately after giving effect to the Transaction and the transactions contemplated hereby, including the issuance of the Note, no Default shall have occurred and be continuing.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Waiver shall not become effective until when, and only when, and as of the date (the “Effective Date”) on which each of the following conditions are satisfied: (a) the Lender Administrative Agent shall have received counterparts of this Waiver executed by the followingBorrower, each in form the Fronting Banks and substance 100% of the Banks or, as to any of the Banks, advice satisfactory to the Lender: Administrative Agent that such Bank has executed this Waiver, (b) the Administrative Agent shall have received payment of all accrued and invoiced fees and expenses of the Administrative Agent (including the reasonable and accrued fees of counsel to the Administrative Agent invoiced on or prior to the date hereof), (c) the Administrative Agent shall have received a favorable opinion of the Deputy General Counsel of the Borrower regarding the due authorization, execution and delivery of this Waiver and other matters reasonably requested by the Administrative Agent and (d) the Administrative Agent shall have received a certificate signed by a duly authorized officer of the Borrower dated the Effective Date, to the effect that, after giving effect to this Waiver: (i) the duly executed version of this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents representations and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth warranties contained in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower; (b) each of the representations and warranties made by the Borrower in or pursuant to this Credit Agreement shall be are true and correct in all material respects on and as of the Effective DateDate as though made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date); and and (cii) at the time of no Default has occurred and immediately after giving effect is continuing. This Waiver is subject to the Transaction and the transactions contemplated hereby, including the issuance provisions of Section 9.05 of the Note, no Default shall have occurred and be continuingCredit Agreement.

Conditions to Effectiveness. Unless waived in writing by Section 1 of this amendment (this “Amendment”) shall be effective (the Lender, this Commercial Loan Agreement, the Note and the Loan shall not become effective until “Effective Date”) as of the date on which each of the following conditions are satisfied: (a) the Lender shall have received the following, each in form hereof when and substance satisfactory to the Lenderif: (i) the duly Borrower and each Lender shall have executed version and delivered to the Administrative Agent executed counterparts of this Agreement; Amendment; (ii) the Administrative Agent shall have received one or more counterparts of an amendment to the Fee Letter, dated the date hereof (the “Fee Letter Amendment”), duly executed Note from by the Borrower; Borrower and CUSA; (iii) such the Administrative Agent shall have received documents and certificates as the Lender or its counsel may reasonably request relating to (a) the organization, existence and good standing of the Borrower, (b) the authorization of the transactions contemplated hereby execution, delivery and any other legal matters relating to performance by the BorrowerBorrower of this Amendment, this Agreement or the transactions contemplated Fee Letter Amendment, the borrowing of Loans under the Credit Agreement, as amended hereby; (iv) evidence satisfactory to , and the Lender issuance and modification of the receipt Letter of all consents required to effect Credit for the transactions contemplated account of the Borrower under the Credit Agreement, as amended hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) the incumbency of the persons executing this Section 3.01; (vi) a solvency certificate as to Amendment and the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller Fee Letter Amendment on behalf of the Borrower; (biv) the Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Borrower and (ii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special Indiana counsel to the Borrower, each of in a form reasonably satisfactory to the Administrative Agent; and (v) the representations and warranties made by of the Borrower set forth in or pursuant to this Agreement Section 3 below shall be true and correct on and as of the Effective Date; and (c) at the time Date as though made on and as of and immediately after giving effect to the Transaction and the transactions contemplated hereby, including the issuance of the Note, no Default shall have occurred and be continuingsuch date.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Agreement shall not become effective until as of the date on which each of the following conditions are satisfiedhas been satisfied (or waived in writing by the Agent and the Lenders), as determined by Agent in its sole discretion: (a) the Lender Borrowers and Lenders shall each have received the following, each in form and substance satisfactory delivered to the Lender: (i) the duly executed version of Agent this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller an authorized officer of the Borrowereach such Person; (b) each Agent shall have received a fully executed copy of Amendment No. 1 to Amended and Restated Credit and Security Agreement (Revolving Loan), dated as of the date hereof, by and among Borrowers, Agent and the Lenders constituting at least the Required Lenders (as each term is defined in the Affiliated Credit Agreement), executed by an authorized officer of each party thereto; (c) all representations and warranties made by the Borrower in or pursuant to this Agreement of Borrowers contained herein shall be true and correct on and in all material respects (without duplication of any materiality qualifier in the text of such representation or warranty) as of the Effective Date; anddate hereof except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct in all material respects as of such earlier date (without duplication of any materiality qualifier in the text of such representation or warranty) (and such parties’ delivery of their respective signatures hereto shall be deemed to be its certification thereof); (cd) at the time of prior to and immediately after giving effect to the Transaction and the transactions contemplated hereby, including the issuance of the Noteagreements set forth herein, no Default or Event of Default shall exist under any of the Financing Documents; and (e) Borrowers shall have occurred delivered such other documents, information, certificates, records, permits, and be continuingfilings as the Agent may reasonably request in connection with this Agreement.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Amendment shall not become effective until on the first date (the “Amendment Effective Date”) on which each of the following conditions are satisfiedAdministrative Agent shall have received the following: (a) counterparts hereof executed by the Parent, Aon Corporation, AGH, AGL and each Lender shall have received as of immediately prior to the followingAmendment Effective Date; (b) a certificate, each dated the Amendment Effective Date, signed by an Authorized Officer of the Parent, in form and substance satisfactory to the Lender: Administrative Agent, to the effect that: (i) the duly executed version of on such date (after giving effect to this Agreement; Amendment) no Default or Unmatured Default has occurred and is continuing; (ii) the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower; (b) each of the representations and warranties made by set forth in Article V of the Borrower in or pursuant to this Credit Agreement shall be is true and correct on and as of such date and (iii) since December 31, 2021, excluding the Effective Dateeffect of any Disclosed Claims, no event or change has occurred that has caused or evidences a Material Adverse Effect; and (c) at for the time account of and immediately after giving effect each Extending Lender that consents to the Transaction and the transactions contemplated herebyextension of its Commitment, including the issuance an extension fee in an amount equal to 0.02% of such Extending Lender’s Commitments as of the NoteAmendment Effective Date, no Default which fee shall have occurred be earned, due and be continuingpayable on (and subject to the occurrence of) the Amendment Effective Date.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Amendment shall not become effective until as of the date on which each of the following conditions are have been satisfied:, as determined by Agent in its reasonable discretion (such date, the “First Amendment Effective Date”): (a) the Lender Agent shall have received the following(including by way of facsimile or other electronic transmission) a duly authorized, each in form executed and substance satisfactory to the Lender: (i) the duly executed version of this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing delivered counterpart of the Borrowersignature page to this Amendment from each Credit Party, Agent and the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the BorrowerRequired Lenders; (b) each of the all representations and warranties made by of the Borrower in or pursuant to this Agreement Credit Parties contained herein shall be true and correct on and in all material respects (without duplication of any materiality qualifier in the text of such representation or warranty) as of the Effective Datedate hereof, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct in all material respects as of such earlier date (without duplication of any materiality qualifier in the text of such representation or warranty) (and such parties’ delivery of their respective signatures hereto shall be deemed to be its certification thereof); (c) Agent shall have received a fully executed copy of the Cartiva Merger Agreement, all schedules and exhibits thereto, and all material agreements and documents executed in connection therewith; and (cd) at the time of both immediately before and immediately after giving effect to the Transaction and the transactions contemplated hereby, including the issuance of the Notethis Amendment, no Default or Event of Default shall have occurred and be continuingcontinuing or result therefrom.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Amendment shall not become effective until the date on which each all of the following conditions are precedent shall have been satisfied: (a) The Administrative Agent and the Lender Lenders shall have received copies of all documents, agreements, instruments, certificates or other evidence which the Administrative Agent, the Lenders or its or their counsel may reasonably request in connection with this Amendment or the transactions or matters contemplated herein, including, without limitation, the following, each in form and substance satisfactory to the Lender: (i) the duly executed version counterparts of this AgreementAmendment signed by the Borrower, the Administrative Agent, and the Required Lenders; (ii) the a duly executed Note from counterpart of the Borrower;Guarantor Consent in the form of Exhibit A attached hereto; and (iii) such documents and certificates as a duly executed Amendment Certificate in the Lender or its counsel may reasonably request relating to the organization, existence and good standing form of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower;Exhibit B attached hereto. (b) each Each of the representations and warranties made by the Borrower set forth in or pursuant to this Agreement Amendment shall be true and correct on and as of the Effective Date; andcorrect. (c) at The Borrower shall have paid, or shall have caused to be paid, all costs and expenses incurred by the time Administrative Agent and the Lenders in connection with the preparation, negotiation, execution, delivery and closing of this Amendment, including, but not limited to, all fees and immediately after giving effect expenses of legal counsel to the Transaction Administrative Agent (which fees and the transactions contemplated herebyexpenses, including the issuance as to legal counsel of the NoteAdministrative Agent, no Default shall have occurred be paid directly to legal counsel of the Administrative Agent upon presentation of one or more invoices for legal services rendered). (d) All corporate and other proceedings of the Borrower, and all documents, instruments and other legal matters in connection with this Amendment, shall be continuingsatisfactory in form and substance to the Administrative Agent.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note This Waiver and the Loan Amendment shall not become be effective until on the date on which when each of the following conditions are has been satisfied: (a) the Lender Agent shall have received all of the followingagreements, documents, instruments and other items set forth on the Closing Documents Checklist attached hereto as Annex C required to be delivered as of the date hereof, each in form and substance reasonably satisfactory to the Lender: (i) the duly executed version of this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the BorrowerAgent; (b) each ▇▇▇▇▇ Fargo Foothill, LLC shall have received from the Extending Lenders an aggregate amount equal to the WFF Payment Amount (as defined in Annex A hereto); (c) The CIT Group/Commercial Services, Inc. shall have received from the Extending Lenders an aggregate amount equal to the CIT Payment Amount (as defined in Annex A hereto); (d) Agent shall have received, to the extent invoiced, payment of all out-of-pocket expenses (including the representations legal fees and warranties made by expenses of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel to the Borrower in or pursuant to this Agreement shall be true and correct on and as of the Effective DateAgent); and (ce) at Agent, for the time of and immediately after giving effect to the Transaction and the transactions contemplated hereby, including the issuance ratable benefit of the NoteExtending Lenders, no Default as consideration for execution and delivery of this Waiver and Amendment, shall have occurred received an amendment fee in the amount of $750,000, which amendment fee shall be fully earned on the date hereof and shall be continuingnon-refundable when paid.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Amendment shall not become be effective until the date on which upon satisfaction of each of the following conditions are satisfied:(the date of such effectiveness, the “Effective Time”): (a) the Lender parties hereto shall have received an executed signature page hereto from each of the followingParent Guarantor, each in form and substance satisfactory to the Lender: (i) the duly executed version of this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of Administrative Agent and the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the BorrowerRequired Lenders; (b) each of the representations Parent Guarantor and warranties made by the Borrower in or pursuant shall have paid the reasonable and documented fees, charges and disbursements of (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to this Agreement shall be true the Administrative Agent, (ii) the Ad Hoc Lender Group Advisors and correct on and (iii) the Ad Hoc Noteholder Group Advisors; (c) that certain Fourth Lender Forbearance Agreement, dated as of the Effective Datedate hereof, by and among the Parent Guarantor, the Borrower, the “Consenting Lenders” referred to therein and the Existing Agent shall have been executed and delivered and in full force and effect; (d) that certain Second Amendment to Noteholder Forbearance Agreement, dated as of the date hereof, by and among the U.S. Credit Parties and the “Consenting Noteholders” referred to therein shall have been executed and delivered and in full force and effect; and (ce) at the time of and immediately after giving effect Borrower shall have delivered to the Transaction Administrative Agent and each Private-Side Lender the transactions contemplated herebymonthly financial statements (including year-to-date results) for the calendar months ended January 31, including 2021, February 28, 2021 and March 31, 2021 in substantially the issuance of same form as the Notefinancial statements delivered to the Ad Hoc Lender Group Advisors for the months ending January 31, no Default shall have occurred 2021 and be continuingFebruary 28, 2021.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan (a) This Amendment shall not become effective until upon the date on which satisfaction of each of the following conditions are satisfied: (a) the Lender shall have received the followingprecedent, each in form and substance satisfactory acceptable to the LenderAgent: (i) the duly Agent shall have received a fully executed version copy of this Agreement;Amendment in form and substance acceptable to Agent, together with such other documents, agreements and instruments as Agent may require or reasonably request; and (ii) the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender No Default or its counsel may reasonably request relating to the organization, existence and good standing Event of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower; (b) each of the representations and warranties made by the Borrower in or pursuant to this Agreement shall be true and correct on and as of the Effective Date; and (c) at the time of and immediately after giving effect to the Transaction and the transactions contemplated hereby, including the issuance of the Note, no Default shall have occurred and be continuingcontinuing on the date hereof or as of the date of the effectiveness of this Amendment. (b) Notwithstanding the foregoing, the consent contained in Section 2 hereof shall become effective upon the satisfaction of each of the following conditions precedent, each in form and substance acceptable to Agent: (i) The Reorganization shall have occurred and be valid and binding on the Parent and REG Biofuels, Inc.; (ii) Agent shall have received a fully executed copy of a pledge agreement in form and substance reasonably acceptable to Agent, executed by Parent in favor of Agent, whereby Parent shall pledge 100% of the equity interests of each Borrower to Agent; (iii) Agent shall have received a Secretary’s Certificate of each Borrower and Parent, together with good standing certificates, certified charter documents and resolutions approving this Amendment and the Reorganization and an opinion of counsel to the Borrowers and Parent in form and substance satisfactory to Agent; and (iv) Agent shall have received Lien search results of Parent reflecting Agent’s first priority Lien in the equity interests of each Borrower.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This First Amendment shall not become effective until upon the date on which each satisfaction of the following conditions are satisfiedprecedent: (a) the Lender This First Amendment shall have received the following, each in form and substance satisfactory to the Lender: (i) the been duly executed version of this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing delivered by each of the Borrower, the authorization of Revolving Credit Lenders and the transactions contemplated hereby Agent and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals shall be in full force and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower;effect. (b) each The Borrower shall have paid to the Agent, for the ratable benefit of the representations and warranties made by Revolving Credit Lenders, the Borrower in or pursuant to this Agreement shall be true and correct on and as of the Effective Date; andAmendment Fee. (c) at the time of and immediately after giving effect The Borrower shall have delivered to the Transaction Agent its Secretary's Certificate with certified copies of (i) Incumbency Certificate; (ii) Specimen Signatures; and (iii) Resolutions. (d) All proceedings in connection with the transactions contemplated herebyby this First Amendment and all documents incident thereto shall be reasonably satisfactory in substance and form to the Agent, including and the issuance Agent shall have received all information and such counterpart originals or certified or other copies of such documents as the Agent may reasonably request. Further, the Borrower shall have delivered to the Agent such additional documents which the Agent may reasonably request, including, without limitation, an amended and restated Revolving Credit Note to reflect the increase in the Revolving Credit Ceiling, the Amendment Fee Letter, and a ratification by each guarantor of their respective guaranties. (e) The Borrower shall have paid all reasonable costs and expenses of the NoteAgent including, no Default shall have occurred without limitation, all attorneys' fees and be continuingexpenses incurred by the Agent in connection with the Agreement, the Loan Documents, and the preparation, negotiation and execution of this First Amendment.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Amendment shall not become effective until upon the date on which satisfaction of each of the following conditions are satisfiedprecedent, in each case satisfactory to Agent in all respects: (a) the Lender Agent shall have received the following, each in form and substance satisfactory to the Lender: (i) the duly executed version a copy of this Agreement; (ii) Amendment executed and delivered by the duly executed Note from the Borrower; (iii) such documents Lenders, and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the each Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrowereach agreement, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals document and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions instrument set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate on the Closing Checklist attached hereto as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the BorrowerExhibit B; (b) each of the representations and warranties made by the Borrower in or pursuant to this Agreement shall be true and correct on and as of the Effective Date; and (c) at the time of and immediately after giving effect to the Transaction making of the Loans and other extensions of credit to be advanced by the Lenders to the Borrowers, any prepayment of Loans to be made on the date hereof, and the transactions contemplated herebypayment of all fees and expenses required to be paid by the Borrowers under this Amendment, the Credit Agreement and the other Loan Documents on the date hereof, Borrowers have Availability, plus Qualified Cash, that exceeds $30,000,000; (c) after giving effect to the making of the Loans and other extensions of credit to be advanced by the Lenders to the Borrowers on the date hereof and any prepayment of Loans to be made on the date hereof, the ratio of (x) Obligations outstanding as of the date hereof to (y) EBITDA for the 12 month period ended September 30, 2016, is not greater than 4.00:1.0; (d) Agent shall have received payment of all fees, expenses, and other amounts due and payable on the date hereof under each Loan Document, including the issuance without limitation, all fees and expenses pertaining to this Amendment; and (e) no Default or Event of the Note, no Default shall have occurred and be continuingcontinuing on the date hereof or as of the date of the effectiveness of this Amendment.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Amendment shall not become effective until only upon the date on which each satisfaction of all of the following conditions are satisfied:precedent (the date of satisfaction of such conditions being referred to herein as the "First Amendment Effective Date"): (a) The Borrowers and the Lender Agent shall have duly executed and delivered this Amendment (whether the same or different copies), and the Borrowers shall have executed the substitute Revolving Credit Note and the Term II Note, and the Agent shall have received the following, a copy of each in form and substance satisfactory to the Lender: (i) the duly executed version of this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the BorrowerBorrowers; (b) The Agent shall have received the fees and expense reimbursements referred to in Section 5 hereof as due on the date hereof; (c) The Agent shall have received certificates signed by an authorized officer of the Borrowers stating that each of the representations and warranties made by the Borrower contained in or pursuant to this Agreement shall be Section 3 hereof are true and correct on and as of the First Amendment Effective DateDate as though made on and as of such date; (d) The Agent shall have received an executed copy of the Asset Purchase Agreement, and all documents, schedules and opinions delivered in connection therewith (including without limitation the Intellectual Property Purchase Agreement dated February 14, 2000 (the "IP Agreement")) in form and substance reasonably satisfactory to the Agent; (e) The Agent shall have received UCC searches of PCI and the Seller under the Asset Purchase Agreement; and (cf) at the time of and immediately after giving effect to the Transaction and the transactions contemplated hereby, including the issuance of the Note, no Default The Agent shall have occurred and be continuingreceived such other documents, opinions, approvals or appraisals as the Agent may reasonably request.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Amendment shall not become be effective until the date (the “Amendment Effective Date”) on which each of the following conditions are satisfiedprecedent has been fulfilled to the reasonable satisfaction of the Administrative Agent on or prior to the date of this Amendment: (a) the Lender This Amendment shall have received the following, each in form and substance satisfactory to the Lender: (i) the been duly executed version of this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of delivered by the Borrower, the authorization of the transactions contemplated hereby Guarantors, Administrative Agent and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the BorrowerLenders; (b) each All action on the part of the representations Borrower and warranties made the Guarantors necessary for the valid execution, delivery and performance by the Borrower in or pursuant to and the Guarantors of this Agreement Amendment shall be true have been duly and correct on effectively taken. The Lenders shall have received such customary corporate resolutions, certificates and other customary corporate documents as of the Effective Date; andAdministrative Agent shall reasonably request; (c) at The Administrative Agent shall have received a Compliance Certificate dated as of the time of Amendment Effective Date which shall evidence compliance with the covenants set forth in Sections 8.20, 8.21 and immediately 8.29 after giving effect to the Transaction and the transactions contemplated hereby, including the issuance of the Notethis Amendment; (d) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing; and (e) The Borrower shall have paid to the Administrative Agent, for its own use and benefit and for the benefit of the Lenders, as applicable, the fees agreed to between the Administrative Agent and the Borrower in writing between them and all other amounts due and payable under the Credit Agreement, including reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan ​ This Second Amendment shall not become effective until on the date (the “Second Amendment Effective Date”) on which each of the following conditions are satisfied, in each case, in form and substance reasonably satisfactory to the Administrative Agent: (a) the Lender Administrative Agent shall have received the following, each in form and substance satisfactory to the Lender: (i) the duly executed version one or more counterparts of this Agreement; (ii) the duly Second Amendment executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of by the Borrower, each Guarantor, the authorization of Lenders and the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the BorrowerAdministrative Agent; (b) each the Borrower shall have retained the Financial Advisor; (c) no Default or Event of Default shall exist; (d) the representations and warranties made by of the Borrower and the Guarantors contained in or pursuant to this Agreement Second Amendment shall be true and correct in all material respects (in each case, without duplication of any materiality qualifier contained herein or therein, as applicable) on and as of the Effective Datedate hereof, as though made on such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date (in each case, without duplication of any materiality qualifier contained herein or therein, as applicable); and (ce) at the time of all outstanding fees and immediately after giving effect expenses payable to the Transaction Administrative Agent, any Lender and/or any of their respective Affiliates and legal counsel for which invoices have been provided to the transactions contemplated hereby, including the issuance of the Note, no Default Administrative Borrower shall have occurred and be continuingbeen paid.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Agreement shall not become effective until as of the date (the “Effective Date”) on which each of the following conditions are satisfiedhave been satisfied or waived: (a) the Lender The Administrative Agent shall have received counterparts of this Agreement executed by the followingLoan Parties, each in form Commitment Increase Lender, the U.S. L/C Issuer and substance satisfactory the U.S. Swing Line Lender. (b) Immediately before and after giving effect to the Lenderthis Agreement: (i) the duly executed version of this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower; (b) each of the representations and warranties made by of each Borrower and each other Loan Party contained in Article V of the Borrower in Credit Agreement or pursuant to this Agreement any other Loan Document shall be true and correct in all material respects (or in all respects in the case of any representations and warranties qualified by materiality) on and as of the Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in all respects in the case of any representations and warranties qualified by materiality) as of such earlier date, and except that the representations and warranties contained in Sections 5.05(a) and (b) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) of the Credit Agreement, respectively; (ii) no Default or Event of Default shall exist, or would result from, the effectiveness of this Agreement; and (ciii) at (A) the time lesser of (1) the Total Borrowing Base and immediately (2) the Revolving Credit Facility, exceeds the Outstanding Amount of the Revolving Credit Loans, Swing Line Loans and L/C Obligations as of the Effective Date, after giving effect to the Transaction and the transactions contemplated hereby, including the issuance of the Note, no Default shall have occurred and be continuing.this Agreement,

Conditions to Effectiveness. Unless waived The amendments and consents set forth in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan Amendment shall not become be effective until the date on which each of the following conditions are precedent shall have been satisfied: (a) the Lender Agent shall have received counterparts of this Amendment, duly executed on behalf of each of the parties hereto; (b) The Agent shall have received the followingopinion of Hill & ▇▇▇▇▇▇, each counsel to the Company and its Subsidiaries, in form and substance satisfactory to the Lender:Agent; (c) The Agent shall have received a certificate dated as of the date hereof of a senior officer of the Company to the effect that (i) there exists no Default or Event of Default or "Default" or "Event of Default" (as such terms are defined in the duly Note Purchase Agreements) and (ii) all of the representations and warranties of the Company contained in this Amendment, the Credit Agreement, as herein amended, and the agreements executed version in connection with the Credit Agreement by the Company are true and correct in all material respects as of this the date hereof with the same force and effect as if made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date or as to matters which have changed in accordance with or as permitted under the Credit Agreement; (iid) All corporate and legal proceedings and all agreements and instruments in connection with the duly executed Note from transactions contemplated by this Amendment shall be satisfactory in form, scope, and substance to the Borrower;Agent and its counsel, and the Banks and their respective counsel shall have received all information and copies of all proceedings which each may reasonably have requested in connection therewith, such documents where appropriate to be certified by proper government authorities; and (iiie) The Agent shall have received such further agreements, instruments, documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower; (b) each of the representations and warranties made by the Borrower in or pursuant to this Agreement shall be true and correct on and as of the Effective Date; and (c) at the time of and immediately after giving effect to the Transaction and the transactions contemplated hereby, including the issuance of the Note, no Default Agent shall have occurred and be continuingreasonably requested.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan (a) This Amendment shall not become effective until on the date on which each Effective Date and enforceable against the parties hereto upon the occurrence of the following conditions are satisfied: (a) the Lender shall have received the following, each in form and substance satisfactory to the Lenderprecedent: (i) The Administrative Agent shall have received multiple original counterparts, as requested by the duly executed version Administrative Agent, of this Agreement; (ii) the Amendment duly and validly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing delivered by duly authorized officers of the Borrower, the authorization of Guarantors, the transactions contemplated hereby Issuing Lender and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby;Lenders. (ivii) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower; (b) each of the representations and warranties made by the Borrower in or pursuant to this Agreement shall be true and correct on and as of the Effective Date; and (c) at the time of and immediately after After giving effect to the Transaction and the transactions contemplated hereby, including the issuance of the Notethis Amendment, no Default shall have occurred and be continuingcontinuing as of the Effective Date. (iii) The representations and warranties in this Amendment shall be true and correct in all material respects. (iv) The Borrower shall have paid (i) to the Administrative Agent a fee equal to $17,500 (which is .35% of the $5,000,000 increase in the Borrowing Base) (the “Upfront Fee”), and (ii) all costs and expenses which have been invoiced and are payable pursuant to Section 10.04 of the Credit Agreement. The Administrative Agent shall allocate the Upfront Fee for the account of the Lenders on a pro rata basis in accordance with the allocated Borrowing Base as of the Effective Date. (v) The Administrative Agent shall have received multiple original counterparts, as requested by the Administrative Agent, of amendments to the Mortgages in a form satisfactory to the Administrative Agent duly and validly executed and delivered by duly authorized officers of the applicable Obligor and the Administrative Agent.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Amendment shall not become effective until as of the date on which each of the following conditions are satisfied:shall have been satisfied (or waiver) (the “Amendment Effective Date”): (a) the Lender The Administrative Agent shall have received the followingcounterparts to this Amendment, each in form and substance satisfactory to the Lender: duly executed by (i) Holdings, the duly executed version of this Agreement; Borrower and the other Loan Parties party hereto and (ii) the duly executed Note from Lenders constituting the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the BorrowerRequired Lenders; (b) each As of the representations and warranties made by the Borrower in or pursuant to this Agreement shall be true and correct on and as of the Amendment Effective Date; and (c) at the time of and immediately after giving effect to the Transaction and the transactions contemplated hereby, including the issuance of the Note, no Default or Event of Default shall have occurred and be continuing; (c) After giving effect to this Amendment, the representations and warranties of Holdings and the Borrower set forth in the Credit Agreement and the other Loan Documents, including this Amendment, shall be true and correct in all material respects on and as of the Amendment Effective Date, except that (i) to the extent that such representations and warranties specifically refer to an earlier date, such representations and warranties shall be true and correct in all material respects as of such earlier date and (ii) any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects; (d) To the extent invoiced one (1) Business Day prior to the Amendment Effective Date and to the extent provided for in accordance with Section 9.03 of the Credit Agreement, the Borrower shall have paid to the Administrative Agent all fees and reimbursable expenses (including all fees and expenses of Weil, Gotshal & ▇▇▇▇▇▇ LLP) that have been incurred in connection with this Amendment.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Third Amendment shall not become be effective until the date on which each of the following conditions are satisfied:precedent have been fulfilled to the satisfaction of the Agent (such date referred to herein as, the “Effective Date”): (a) the Lender Required Lenders shall have received the following, each in form and substance satisfactory to the Lender: (i) the duly executed version of approved this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the BorrowerThird Amendment; (b) the Agent shall have received this Third Amendment, duly executed by each of the representations and warranties made by the Borrower in or pursuant to this Agreement shall be true and correct on and as of the Effective Date; andparties hereto; (c) at the time Agent shall have received that certain Indenture dated as of July 2, 2019, among the U.S. Borrower, its U.S. Subsidiaries party thereto, and immediately U.S. Bank National Association, as trustee, duly executed by each of the parties party thereto; (d) after giving effect to the Transaction and the transactions contemplated hereby, including the issuance of the Notethis Third Amendment, no Default or Event of Default shall have occurred and be continuing; (e) all orders, permissions, consents, approvals, licenses, authorizations and validations of, and filings, recordings and registrations with, and exemptions by, any Governmental Authority, or any other Person required to authorize or otherwise required in connection with the execution, delivery and performance by each Loan Party of this Third Amendment and the transactions contemplated, shall have been obtained and shall be in full force and effect; and (f) the Borrowers shall have paid in full all fees and expenses of the Agent (including the fees, charges and disbursement of counsel to the Agent) incurred in connection with the preparation, execution, delivery and administration of this Third Amendment and the other instruments and documents to be delivered hereunder (with such fees and expenses described in this paragraph being fully earned as of the date hereof, and no portion thereof shall be refunded or returned to the Loan Parties under any circumstances).

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Fifth Amendment shall not be become effective until upon the date on which each satisfaction of the following conditions are satisfiedprecedent: (a) the Lender a. This Fifth Amendment shall have received the following, each in form and substance satisfactory to the Lender: (i) the been duly executed version of this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing delivered by each of the Borrower, the authorization Revolving Credit Lenders and the Agent and shall be in full force and effect. b. The Borrower shall have paid to the Agent, for the ratable benefit of the Revolving Credit Lenders, the Amendment Fee. c. The Borrower shall have delivered to the Agent its Secretary’s Certificate with certified copies of (i) Incumbency Certificate; (ii) Specimen Signatures; and (iii) Resolutions. d. All proceedings in connection with the transactions contemplated hereby by this Fifth Amendment and any other legal matters relating all documents incident thereto shall be reasonably satisfactory in substance and form to the BorrowerAgent, this Agreement and the Agent shall have received all information and such counterpart originals or certified or other copies of such documents as the transactions contemplated hereby; (iv) evidence satisfactory Agent may reasonably request. Further, the Borrower shall have delivered to the Lender Agent such additional documents which the Agent may reasonably request, including, without limitation, an amended and restated Revolving Credit Note to reflect the increase in the Revolving Credit Ceiling, the Amendment Fee Letter, and a ratification by each guarantor of their respective guaranties. c. The Borrower shall have paid all reasonable costs and expenses of the receipt of Agent including, without limitation, all consents required to effect attorneys’ fees and expenses incurred by the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance Agent in connection with the conditions set forth in clauses (b) Agreement, the Loan Documents, and (c) the preparation, negotiation and execution of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower; (b) each of the representations and warranties made by the Borrower in or pursuant to this Agreement shall be true and correct on and as of the Effective Date; and (c) at the time of and immediately after giving effect to the Transaction and the transactions contemplated hereby, including the issuance of the Note, no Default shall have occurred and be continuingFifth Amendment.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Amendment shall not become be effective until on the date on which each of (the following conditions are satisfied: "Fourth Amendment Effective Date") that (a) the Lender Administrative Agent shall have received counterparts hereof, duly executed and delivered by the followingBorrower, Holdings, the Required Lenders and the Grantors under the Guarantee and Collateral Agreement; (b) the Administrative Agent shall have received, for the account of each Lender which executes and delivers this Amendment, an amendment fee in form and substance satisfactory the amount equal to the Lender: product of (i) the duly executed version of this Agreement; 0.25% and (ii) such Lender's Commitment; (c) all other reasonable fees payable, including the duly executed Note from the Borrower; (iii) such documents fees and certificates as the Lender or its disbursement of counsel may reasonably request relating to the organizationAdministrative Agent and the fees and expenses incurred in connection with the retention of a financial advisor, existence and good standing shall have been paid; (d) the Borrower shall have delivered to the Administrative Agent a Borrowing Base Certificate showing the Borrowing Base as of the Borrowerclose of business on October 31, the authorization of the transactions contemplated hereby 2000 and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed executed by a Responsible Officer, confirming compliance with substantially in the conditions set forth in clauses (b) and (c) form of this Section 3.01; (vi) a solvency certificate as Exhibit J to the BorrowerCredit Agreement, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower; (b) each of the representations and warranties made by the Borrower in or pursuant to this Agreement shall be true and correct on and as of the Effective Date; and (c) at the time of and immediately after giving effect a form reasonably satisfactory to the Transaction and the transactions contemplated herebyAdministrative Agent, including the issuance appropriate insertions, attachments and schedules referred to in such Exhibit J; and (e) no Default or Event of the Note, no Default shall have occurred and be continuingcontinuing on the date hereof after giving effect to this Amendment.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Amendment shall not become be effective until the date on which each of the following conditions are satisfiedprecedent has been fulfilled to the reasonable satisfaction of the Administrative Agent: (a) the Lender The Administrative Agent shall have received (i) counterparts of this Amendment duly executed and delivered by each of the followingparties hereto (including, without limitation, the Lenders), (ii) counterparts of the Fee Letter described in clause (vi) of the definition thereof (as amended hereby), duly executed and delivered by each of the parties hereto, and (iii) each of the other documents, instruments, agreements and deliverables identified on a schedule previously delivered to the Borrower, each in form and substance reasonably satisfactory to the Lender: (i) the Administrative Agent and, where necessary, duly executed version of this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing delivered by each of the Borrowerparties thereto (together with this Amendment, collectively, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower;“Seventh Amendment Closing Documents”). (b) each All action on the part of the representations Loan Parties necessary for the valid execution, delivery and warranties made performance by the Borrower Loan Parties of this Amendment and the documents, instruments and agreements to be executed in or pursuant connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to this Agreement the Administrative Agent shall be true and correct on and as of have been provided to the Effective Date; andAdministrative Agent. (c) at Since December 31, 2024, there shall not have occurred any event or circumstance, either individually or in the time of and aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) The Administrative Agent shall have received, in immediately after giving effect to available funds, for the Transaction and the transactions contemplated hereby, including the issuance ratable benefit of the NoteLenders, no Default shall have occurred and the fees required to be continuingpaid on the Seventh Amendment Effective Date.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Agreement shall not become effective until on the date on which each Effective Date and enforceable against the parties hereto upon the occurrence of the following conditions are satisfiedwhich may occur prior to or concurrently with the closing of this Agreement: (a) the Lender Administrative Agent shall have received this Agreement executed by duly authorized officers of the followingBorrower, each in form the Guarantors, the Administrative Agent and substance satisfactory to the Lender: (i) the duly executed version of this AgreementRequired Lenders; (iib) the Administrative Agent shall have received a Revolving Credit Note executed by a duly executed authorized officer of the Borrower in favor of each Revolving Credit Lender requesting a Revolving Credit Note from (each of which Revolving Credit Notes shall replace the BorrowerRevolving Credit Notes payable to the respective Revolving Credit Lenders previously evidencing the Revolving Credit Loans); (iiic) the Administrative Agent shall have received all fees and other amounts owed to the Lenders and, to the extent invoiced, reimbursement or payment of all out of pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Credit Party hereunder or under any other Loan Document; and (d) the Administrative Agent shall have received such documents and certificates as the Lender Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, Borrower and the other Credit Parties and the authorization of the transactions contemplated hereby execution and any other legal matters relating to the Borrower, delivery of this Agreement or and the transactions contemplated hereby; (iv) evidence new Revolving Credit Notes, all in form and substance reasonably satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals Administrative Agent and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth its counsel in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower; (b) each of the representations and warranties made by the Borrower in or pursuant to this Agreement shall be true and correct on and as of the Effective Date; and (c) at the time of and immediately after giving effect to the Transaction and the transactions contemplated hereby, including the issuance of the Note, no Default shall have occurred and be continuingtheir sole discretion.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan shall not become effective until the date on which The satisfaction of each of the following shall constitute conditions are satisfiedprecedent to the effectiveness of this Second Amendment and each and every provision hereof: (a) the Lender Agent shall have received an updated appraisal of the followingBorrowers' Inventory, each in form and substance conducted by a third party appraiser satisfactory to the Lender: (i) the duly executed version of this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the BorrowerAgent; (b) Agent shall have received this Second Amendment, duly executed and delivered by each of the Borrower and each Lender; (c) no Material Adverse Change shall have occurred; (d) The representations and warranties made by in the Borrower in or pursuant to this Loan Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the Effective Date; anddate hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (ce) at Agent shall have received from Borrowers, for the time of and immediately after giving effect to the Transaction and the transactions contemplated hereby, including the issuance benefit of the NoteLenders in accordance with their respective Pro Rata Shares, no an amendment fee in the amount of $312,500; (f) Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit A, duly executed and delivered by each Guarantor; (g) No Default or Event of Default shall have occurred and be continuingcontinuing on the date hereof or as of the date of the effectiveness of this Second Amendment; and (h) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, or the Lender Group.

Conditions to Effectiveness. Unless waived in writing by The effectiveness of this Agreement shall be subject to the Lender, this Commercial Loan Agreement, the Note and the Loan shall not become effective until the date on which satisfaction of each of the following conditions are satisfiedconditions: (a) Holders representing in the Lender aggregate more than 75% of the outstanding principal amount of the Notes shall have received the following, each in form and substance satisfactory to the Lender: (i) the duly executed version of this Agreement; (iib) the Holders shall have received from the Issuer a duly executed Note counterpart of this Agreement from each Holder, the Borrower; Issuer and each Guarantor listed on the signature pages hereto; provided, however, that signature pages executed by Holders shall be delivered to (iiia) other Holders in a redacted form that removes such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing Holder’s holdings of the Borrower, the authorization of the transactions contemplated hereby Notes and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) the Issuer, the Guarantors and (c) of this Section 3.01;advisors to the Holders in an unredacted form; provided further, however, that the advisors to the Holders shall not disclose the unredacted signature pages to any Holder. (vii) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower; (b) each of the all representations and warranties made by the Borrower Issuer and the Guarantors in or pursuant to this Agreement the Indenture, the Note and the Security Documents shall be true and correct in all material respects on and as of the Effective Dateeffective date of this Agreement as though made on and as of such date (unless any such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct in all material respects as of such earlier date); and (ii) no Default or Event of Default (except with respect to the Existing Default and the Payment Default) has occurred or is continuing as of the effective date of this Agreement; and (cd) at the time of and immediately after giving effect to the Transaction and the transactions contemplated hereby, including the issuance of the Note, no Default Issuer shall have occurred and be continuingdelivered the Amendment Fee in accordance with Section 3 hereof.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Amendment shall not become be effective until the date on which each of the following conditions are satisfiedprecedent has been fulfilled to the satisfaction of Lender: (a) This Amendment and the Lender Preferred Stock Warrant, substantially in the form attached hereto as Exhibit “C”, shall have received been duly executed and delivered by the followingrespective parties hereto and, each shall be in full force and effect and shall be in form and substance satisfactory to the Lender: (i) the duly executed version of this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower;. (b) each All action on the part of Borrower necessary for the representations valid execution, delivery and warranties made performance by Borrower of this Amendment and the Preferred Stock Warrant shall have been duly and effectively taken; and Lender shall have received a Secretary’s Certificate executed by the Borrower in or pursuant to this Agreement Secretary of Borrower, which shall be true certify that attached thereto is a complete and correct on copy of resolutions duly adopted by Borrower’s Board of Directors, which resolutions have not been modified, amended, or rescinded in any respect and are in full force and effect as of the Effective Date; anddate hereof, and which resolutions authorize and ratify any actions previously, concurrently, or subsequently taken by Borrower with respect to the execution and performance of this Amendment and the matters contemplated herein. (c) at Lender shall have received a legal opinion of Borrower’s counsel, substantially in the time form attached hereto as Exhibit “D”, covering the authority and enforceability of and immediately after giving effect to the Transaction this Amendment and the transactions contemplated hereby, including the issuance of the Note, no Default shall have occurred and be continuingPreferred Stock Warrant.

Conditions to Effectiveness. Unless waived in writing by the LenderThis Agreement shall become effective, this Commercial Loan Agreementand all Existing Letters of Credit shall be deemed to have been issued hereunder, the Note and the Loan shall not become effective until on the date (the "Effective Date") on which each all of the following conditions are precedent shall have been satisfied: : (ai) the Lender conditions for a credit extension specified in SECTION 11.2 shall have been satisfied; (ii) the Agent shall have received (x) for the account of each Bank, the closing fee separately agreed to by such Bank, and (y) for the account of the Agent and the Arranger, the fees described in SECTION 5.3 (to the extent then due); (iii) the Agent shall have received evidence that all Loans, all interest thereon, all fees and all other amounts then payable under the Existing Agreement have been, or on the Effective Date will be, paid in full (which payment may be made with the proceeds of the initial Loans hereunder); (iv) the Agent shall have received evidence that the Senior Notes have been amended to permit the ▇▇▇▇▇▇▇ Acquisition; (v) the Agent shall have received evidence, reasonably satisfactory to the Agent, that the ▇▇▇▇▇▇▇ Acquisition will be consummated within three Business Days after the Effective Date; and (vi) the Agent shall have received all of the following, each duly executed and dated the Effective Date (or such earlier date as shall be satisfactory to the Agent), in form and substance satisfactory to the Lender: Agent and the Banks, and each (i) except for the duly executed version Notes, of this Agreement; (ii) which only the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower; (b) each of the representations and warranties made by the Borrower in or pursuant to this Agreement originals shall be true signed) in sufficient number of signed counterparts to provide one for the Agent and correct on and as of the Effective Date; and (c) at the time of and immediately after giving effect to the Transaction and the transactions contemplated hereby, including the issuance of the Note, no Default shall have occurred and be continuing.each Bank:

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Amendment shall not become effective until when, and only when, and as of the date (the “Amendment Date”) on which each of the following conditions are satisfied: (a) the Lender Agent shall have received the following, each in form and substance satisfactory to the Lender: (i) the duly executed version counterparts of this Agreement; (ii) Amendment executed by the duly executed Note from the Borrower; (iii) such documents Borrower and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing each of the BorrowerGuarantors and the Requisite Lenders or, the authorization as to any of the transactions contemplated hereby and any other legal matters relating to the BorrowerRequisite Lenders, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender Agent that such Requisite Lenders has executed this Amendment, (b) the Agent shall have received payment of all accrued fees and expenses of the receipt Agent (including the reasonable and accrued fees of all consents required counsel to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated Agent invoiced on or prior to the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (bdate hereof) and (c) the Agent shall have received a certificate signed by a duly authorized officer of this Section 3.01; (vi) a solvency certificate as the Borrower dated the Amendment Date, to the Borrowereffect that, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower; after giving effect to this Amendment: (bi) each of the representations and warranties made by contained in Article VI of the Borrower in or pursuant to this Loan Agreement shall be are true and correct in all material respects on and as of the Effective Amendment Date, as though made on and as of such date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties were true and accurate on and as of such earlier date); and and (cii) no Default or Event of Default has occurred or is continuing at the time of the Amendment Date and no Default or Event of Default will occur or be continuing immediately after giving effect the Amendment Date. This Amendment is subject to the Transaction and the transactions contemplated hereby, including the issuance provisions of Section 12.6 of the Note, no Default shall have occurred and be continuingLoan Agreement.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Amendment shall not become effective until as of the date on which each of the following conditions are satisfied:has been satisfied (the “Effective Date”): (a) if there have been any changes to the Lender certificates of secretary of assistant secretary of any Borrower most recently delivered to the Agent, the secretary or assistant secretary of each Borrower shall have received the following, each in form and substance satisfactory delivered to the Lender: (i) the Agent a duly executed version secretary’s certificate and incumbency certificate identifying the current officers of such Borrower who are duly authorized by such Borrower’s board of directors to execute and deliver this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby Amendment and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrowerrelated documents; (b) each of the all representations and warranties made by the Borrower in or pursuant to this Agreement of Borrowers contained herein shall be true and correct on and in all material respects as of the Effective Date, except to the extent that such representation or warranty relates to a specific date, in which case such representation and warranty was true as of such earlier date, and such parties delivery of their respective signatures hereto shall be deemed to be its certification thereof; (c) Borrowers shall have delivered to Agent a fully executed amendment to the Fee Letter; and (cd) at the time of and immediately after giving effect to the Transaction and the transactions contemplated hereby, including the issuance Agent shall have received from Borrowers all of the Notefees, no Default shall have occurred costs and be continuingexpenses owing pursuant to this Amendment as set forth in Section 4 above unless Agent elects to deduct such fees, costs and expenses from the Revolving Loan proceeds in accordance with Section 4 above.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Consent shall not become effective until the date on which as to each of the following conditions are satisfied: items consented to above (a) the Lender shall have received the following, each in form and substance satisfactory subject to the Lender: (i) the duly executed version satisfaction of this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses Paragraph 1), when (a) the Administrative Agent shall have received a counterpart signature page to this Consent duly executed and delivered by the Parent (on behalf of itself and the other Borrowers) and the Required Lenders, (b) the Administrative Agent and the Lenders shall have received a true, correct and complete copy of the Merger Agreement, which Merger Agreement shall be satisfactory to the Administrative Agent and the Required Lenders, and (c) of this Section 3.01; (vi) a solvency certificate the Administrative Agent and the Lenders shall have received satisfactory pro forma consolidated financial statements as to the Borrower, executed by Borrowers and the chief financial officer, principal accounting officer, treasurer or controller of the Borrower; (b) each of the representations New Joinder Parties and warranties made by the Borrower in or pursuant to this Agreement shall be true and correct on and as of the Effective Date; and (c) at the time of and immediately after their respective subsidiaries giving effect to the Transaction and the transactions contemplated hereby, including the issuance all elements of the NoteMerger, no Default and forecasts prepared by management of the Borrowers of balance sheets, income statements and cash flow statements for the first year following the Merger Effective Date. The execution and delivery of this Consent by the Administrative Agent and each Lender party hereto shall have occurred be deemed to be confirmation by the Administrative Agent and be continuingeach such Lender that any condition set forth in this Paragraph 2 relating to the satisfaction or reasonable satisfaction of the Administrative Agent and/or each such Lender with any documentation required under this Paragraph 2 has been satisfied as to the Administrative Agent and each such Lender. The effective date of this Consent is January 18, 2016.

Conditions to Effectiveness. Unless waived The effectiveness of the amendments contained in writing by Section 1 hereof is conditioned upon satisfaction of the Lender, this Commercial Loan Agreement, the Note and the Loan shall not become effective until following conditions precedent (the date on which each of all such conditions have been satisfied being referred to herein as the following conditions are satisfied:“Amendment Effective Date”): (a) the Lender Administrative Agent shall have (i) executed this amendment and shall have received signed, written authorization from the followingRequired Lenders to execute this Amendment on behalf of each such Lender, each in form and substance satisfactory to the Lender: (i) the duly executed version of this Agreement; (ii) the duly executed Note from received counterparts of this Amendment signed by each of WSCI and the Borrower; , and (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing received counterparts of the Borrower, the authorization consent of the transactions contemplated hereby and any other legal matters relating to Guarantors attached hereto as Annex 1 (the Borrower, this Agreement or the transactions contemplated hereby; (iv“Consent”) evidence satisfactory to the Lender executed by each of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the BorrowerGuarantors; (b) each of the representations and warranties made by the Borrower in or pursuant to this Agreement Section 3 below shall be true and correct in all material respects on and as of the Amendment Effective Date; and; (c) at the time Administrative Agent shall have received payment in immediately available funds of all expenses incurred by the Administrative Agent (including, without limitation, legal fees) reimbursable under the Credit Agreement and immediately after giving effect for which invoices have been presented; (d) the Administrative Agent shall have received such other documents, instruments, certificates, opinions and approvals as it may reasonably request. (e) the Borrower shall have paid to each of the Lenders authorizing the Administrative Agent to execute this Amendment by 12:00 p.m. (noon), Monday, June 19, 2006, an amendment fee equal to the Transaction and product of 0.075% multiplied by the transactions contemplated hereby, including sum of such Lender’s Revolving Credit Commitment plus the issuance principal amount of such Lender’s Term Loans outstanding immediately prior to the Note, no Default shall have occurred and be continuingAmendment Effective Date.

Conditions to Effectiveness. Unless waived The effectiveness of the waiver contained in writing by Section 1 of this Amendment and of the Lender, amendment contained in Section 2 of this Commercial Loan Agreement, Amendment are conditioned upon satisfaction of the Note and the Loan shall not become effective until following conditions precedent (the date on which each of all such conditions precedent have been satisfied being referred to herein as the following conditions are satisfied:“Amendment Effective Date”): (a) the Lender Administrative Agent shall have executed this amendment , shall have received written authorization to execute this Amendment from Lenders constituting the followingrequired Lenders, each in form and substance satisfactory to the Lender: (i) the duly executed version shall have received counterparts of this Agreement; (ii) Amendment executed by WTI, LP and by the duly executed Note from the Borrower; (iii) such documents Borrower and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing counterparts of the Borrower, consent attached hereto as Annex I (the authorization “Consent”) executed by each of the transactions contemplated hereby Grantors, as defined in the Guarantee and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the BorrowerCollateral Agreement; (b) each of the representations and warranties made by the Borrower in or pursuant to this Agreement Section 4 below shall be true and correct in all material respects on and as of the Amendment Effective Date; (c) the Administrative Agent shall have received payment in immediately available funds of all expenses incurred by the Administrative Agent (including, without limitation, legal fees) reimbursable under the Credit Agreement and for which invoices have been presented; (d) the Borrower shall have paid to each of the Lenders authorizing the Administrative Agent to execute this Amendment by December 22, 2004, an amendment fee equal to the product of 0.05% multiplied by the amount of each such Lender’s Aggregate Exposure as of the effective date of the Amendment; and (ce) at the time of and immediately after giving effect to the Transaction and the transactions contemplated hereby, including the issuance of the Note, no Default Administrative Agent shall have occurred received such other documents, instruments, certificates, opinions and be continuingapprovals as it may reasonably request.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Agreement shall not become effective until (the date on which each "Amendment Effective Date") when all of the following conditions are have been satisfied: (a) the Lender Agent shall have received the following, each in form and substance satisfactory to the Lender: (i) the duly executed version a copy of this Agreement; (ii) the Agreement duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of Loan Parties and the BorrowerLenders; (b) each as of the Amendment Effective Date, the representations and warranties made by of Parent and the Borrower Loan Parties herein, in or pursuant to this Section 4 of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) after giving effect to this Agreement on and as of the Amendment Effective Date; and Date as though made on and as of such date (c) at the time of and immediately after giving effect except to the Transaction extent such representations and the transactions contemplated herebywarranties expressly relate to an earlier date), including the issuance and no Default or Event of the Note, no Default shall have occurred and be continuingcontinuing on the Amendment Effective Date or would result from this Agreement becoming effective in accordance with its terms; (c) the Borrowers shall have paid all Lender Group Expenses incurred in connection with (i) the preparation, execution and delivery of this Agreement and (ii) the transactions evidenced hereby and by the other Loan Documents, and the Borrowers shall have paid all fees due and payable pursuant to this Agreement and the other Loan Documents; and (d) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent.

Conditions to Effectiveness. Unless waived in writing by The effectiveness of this Amendment is subject to the Lender, this Commercial Loan Agreement, the Note and the Loan shall not become effective until the date on which each satisfaction or waiver of the following conditions are satisfied:precedent (the date of such satisfaction or waiver, the “First Amendment Effective Date”): (a) the Lender Administrative Agent shall have received the following, each in form and substance satisfactory to the Lenderreceived: (i) the counterparts of this Amendment duly executed version and delivered by Borrower, Administrative Agent and all of this Agreement;the Banks; and (ii) the duly executed Note from the Borrower; (iii) such documents and certificates a certificate dated as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the First Amendment Effective Date and signed by a Responsible OfficerOfficer of Borrower stating, confirming compliance with to the conditions set forth in clauses (b) and (c) best of this Section 3.01;the certifying party’s knowledge, the following: (viA) a solvency certificate as to All representations and warranties of Borrower and the Borrowerother Loan Parties contained in this Amendment, executed by in the chief financial officer, principal accounting officer, treasurer or controller of the Borrower; (b) Amended Credit Agreement and in each of the representations other Loan Documents are true and warranties correct in all material respects on and as of the First Amendment Effective Date as though made by the Borrower on and as of such date (except in those cases where such representation or pursuant warranty expressly relates to this Agreement an earlier date or is qualified as to “materiality”, “Material Adverse Change” or similar language (which shall be true and correct on in all respects) and except for changes in factual circumstances not prohibited thereunder), and (B) No Default or Event of Default has occurred and is continuing. (b) All fees owed to the Banks incurred in connection with this Amendment and required to be paid as of the First Amendment Effective Date; and Date and all expenses (cincluding, without limitation, the reasonable and documented out-of-pocket fees and expenses of legal counsel of Administrative Agent) at the time of and immediately after giving effect for which invoices have been presented to Borrower on or prior to the Transaction First Amendment Effective Date shall have been paid. Administrative Agent shall notify in writing Borrower and the transactions contemplated hereby, including the issuance Banks of the Noteeffectiveness of this Amendment, no Default and such notice shall have occurred be conclusive and be continuingbinding.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Agreement shall not become effective until as of the date on which each of the following conditions are satisfiedhas been satisfied (or waived in writing by the Agent and the Lenders), as determined by Agent in its sole discretion: (a) the Lender ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ shall each have received the following, each in form and substance satisfactory delivered to the Lender: (i) the duly executed version of Agent this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller an authorized officer of the Borrowereach such Person; (b) each Agent shall have received a duly executed copy of the Limited Waiver and Amendment No. 4 to Amended and Restated Credit and Security Agreement (Revolving Loan), dated as of the date hereof, in respect of the Affiliated Credit Agreement; (c) Agent shall have received a duly executed copy of the fourth amended and restated Fee Letter, dated as of the date hereof; (d) Agent shall have received the prepayment of the Term Loans as set forth in Section 6(a) below; (e) all representations and warranties made by the Borrower in or pursuant to this Agreement of Borrowers contained herein shall be true and correct on and in all material respects (without duplication of any materiality qualifier in the text of such representation or warranty) as of the Effective Datedate hereof except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct in all material respects (or, in the case of any representation or warranty that is, by its terms, qualified by materiality, in all respects) as of such earlier date (and such parties’ delivery of their respective signatures hereto shall be deemed to be its certification thereof); and (cf) at the time of and immediately after giving effect to the Transaction and the transactions contemplated hereby, including the issuance of the Noteagreements set forth herein, no Default or Event of Default shall have occurred and be continuingexist under any of the Financing Documents.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Amendment shall not become effective until as of November 26, 2007 (the date on which each “Amendment Effective Date”), only upon satisfaction in full, in a manner reasonably satisfactory to the Agent, of the following conditions are satisfiedprecedent: (a) the Lender shall have received the following, each in form and substance satisfactory to the Lender: (i) the duly executed version of this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower; (b) each of the The representations and warranties made by of the Borrower contained herein, in Section 3 of the Credit Agreement and in each other Loan Document, certificate or other writing delivered to the Agent or the Lenders pursuant hereto or thereto on or prior to this Agreement the Amendment Effective Date shall be true and correct in all material respects on and as of the Amendment Effective DateDate as though made on and as of such date; and (c) at the time of and immediately after giving effect to the Transaction and the transactions contemplated hereby, including the issuance of the Note, no Default or Event of Default that is not expressly waived by the Agent pursuant to this Amendment shall have occurred and be continuingcontinuing on the Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms. (b) The Agent shall have executed this Amendment and shall have received counterparts to this Amendment which bear the signature of the Borrower and the Required Lenders. (c) On or prior to the Amendment Effective Date, the Borrower shall have paid to the Agent for the account of each Lender that has duly executed and delivered a copy of this Amendment to the Agent on or prior to November 23, 2007, a non-refundable amendment fee (the “Amendment Fee”) equal to 0.075% of the Term Loan of such Lender, which shall be deemed fully earned when paid. (d) All legal matters incident to this Amendment shall be satisfactory to the Agent and its counsel.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Amendment shall not become effective until upon the date on which prior or concurrent satisfaction of each of the following conditions are satisfiedspecified below: (a) Borrower and Lender shall have each received one or more counterparts of this Amendment, duly executed, completed and delivered by Borrower and Lender; (b) After giving effect to this Amendment, the representations and warranties of Borrower set forth in this Amendment and the other Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (c) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or shall be caused by the transactions contemplated by this Amendment; (d) Lender shall have received true, correct and complete copies of all of the followingAdditional Convertible Notes Documentation, each which shall be in form and substance satisfactory to the Lender: (i) the duly executed version of this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of in all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower; (b) each of the representations and warranties made by the Borrower in or pursuant to this Agreement shall be true and correct on and as of the Effective Daterespects; and (ce) at Borrower shall have paid all fees and expenses of Lender in connection with the time negotiation, preparation, execution and delivery of and immediately after giving effect to the Transaction this Amendment and the transactions contemplated herebyLoan Document (including, including without limitation, the issuance fees and expenses of the Note, no Default shall have occurred and be continuingcounsel to Lender).

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Second Consent shall not become effective until the date on which each of the following conditions are satisfied:is satisfied (or waived in accordance with SECTION 9.02 of the Credit Agreement)(collectively, the "CONSENT CONDITIONS"): (a) the Lender The Administrative Agent (or its counsel) shall have received the following, each in form and substance satisfactory to the Lender: either (i) the duly executed version one or more copies of this Agreement; Second Consent, executed by each of the Borrowers, the Administrative Agent and the Lenders or (ii) the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) written evidence satisfactory to the Lender Administrative Agent (which may include a facsimile transmission of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) copy of this Section 3.01; (viSecond Consent) that each of such parties has signed a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller copy of the Borrower;this Second Consent. (b) The Borrowers shall have delivered to the Administrative Agent a certificate signed by an executive officer of the managing member or general partner of each of Borrower, as applicable, certifying to the Administrative Agent and the Lenders that (i) the representations and warranties made by any Credit Party or Constituent Party set forth in the Borrower in Credit Agreement or pursuant to any other Loan Document (including this Agreement shall be Second Consent) are true and correct in all material respects on and as of the Effective Date; and date of this Second Consent (cexcept with respect to such representations and warranties that are made expressly as of an earlier date, in which case, such representations and warranties were true and correct in all material respects on and as of such date), (ii) immediately prior to, at the time of of, and immediately after giving effect to the Transaction and the transactions contemplated hereby, including the issuance of the Notethis Second Consent, no Default or Event of Default shall have occurred and be continuing, and (iii) no Borrower has received written notice from the Required Lenders that an event has occurred since the date of the Credit Agreement which has had, and continues to have, or is reasonable likely to have, a Material Adverse Effect.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Amendment shall not become effective until the date on which each upon satisfaction (or effective waiver) of the following conditions are satisfied:precedent (such date, the “Amendment Effective Date”): (a) the Lender The Administrative Agent shall have received the following, each in form and substance satisfactory to the Lender: (i) the duly executed version of this Agreement; (ii) the duly executed Note from the Borrower; , each other Loan Party and each Lender an executed counterpart of this Amendment (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organizationphotocopies thereof sent by fax, existence and good standing pdf or other electronic means, each of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance which shall be enforceable with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) same effect as a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower;signed original). (b) each of After giving effect to this Amendment, the representations and warranties made by contained in each of the Borrower in or pursuant to this Agreement shall be Loan Documents are true and correct in all material respects on and as of the Amendment Effective Date; andDate (or to the extent such representations and warranties specifically relate to an earlier date, on and as of such earlier date). (c) at the time No Default or Event of and immediately after giving effect to the Transaction and the transactions contemplated hereby, including the issuance of the Note, no Default shall have occurred and be continuingcontinuing after giving effect to this Amendment. (d) The Administrative Agent shall have received reimbursement or payment of all fees and expenses required to be reimbursed or paid hereunder or under any other Loan Document or otherwise agreed to in writing to be paid (including the reasonable and documented fees, charges and disbursements of Milbank LLP, as counsel to the Administrative Agent), in each case, on or prior to the Amendment Effective Date, in the case of reimbursement of expenses, to the extent invoiced at least three (3) Business Days prior to the Amendment Effective Date (or such later date as the Borrower may agree).

Conditions to Effectiveness. Unless The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent, unless specifically waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan shall not become effective until the date on which each of the following conditions are satisfiedBank: (a) the Lender The Bank shall have received the followingthis Amendment, each in form and substance satisfactory to the Lender: (i) the duly executed version of this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the BorrowerBorrower and each Guarantor; (b) each There shall have been no material adverse change in the business or financial condition of the Borrower, Company and the Guarantors, taken as a whole; (c) There shall be no material adverse litigation, either pending or threatened, against the Borrower or any Guarantor that could reasonably be expected to have a material adverse effect on the business or financial condition of the Borrower, Company and the Guarantors, taken as a whole; (d) The representations and warranties made by contained herein and in the Borrower in or pursuant to this Agreement and the other Loan Documents, as each is amended hereby, shall be true and correct on and in all material respects as of the Effective Date; anddate hereof, as if made on the date hereof, except to the extent such representations were made as of a specific date; (ce) at No default or Event of Default under the time of and immediately after giving effect to the Transaction and the transactions contemplated Agreement, as amended hereby, including the issuance of the Note, no Default shall have occurred and be continuing, unless such default or Event of Default has been specifically waived in writing by the Bank; and (f) All requisite corporate, partnership or trust proceedings, as appropriate, shall have been taken the Borrower and each Guarantor to authorize the execution, delivery and performance of this Amendment, and such proceedings and other legal matters incident thereto shall be satisfactory to the Bank and its legal counsel.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Agreement shall not become effective until on the date on which (the “Effective Date”) when, and only when, each of the following applicable conditions are satisfiedset forth below have been satisfied (or waived) in accordance with the terms herein: (a) the Lender this Agreement shall have received the following, each in form been executed and substance satisfactory to the Lender: (i) the duly executed version of this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of delivered by the Borrower, Holdings, the authorization of Subsidiary Guarantors, the transactions contemplated hereby Administrative Agent and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the BorrowerIncremental Term Loan Lenders; (b) each of (i) the representations and warranties made by of each Loan Party set forth in Article 3 of the Borrower Credit Agreement and in or pursuant to this Agreement each other Loan Document shall be true and correct in all material respects on and as of the Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date and (ii) as of the Effective Date; and, no Event of Default shall exist; (c) at The Revolving Loan Repayment shall occur substantially concurrently with the time effectiveness of this Amendment; (d) substantially concurrently with the effectiveness of this Agreement, (A) the Administrative Agent shall have received all fees and immediately after giving effect other amounts due and payable on or prior to the Transaction Effective Date under the Credit Agreement or this Agreement, including, to the extent invoiced at least one Business Day prior to the Effective Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower pursuant to Section 4 of this Agreement, and the transactions contemplated hereby, including the issuance (B) all fees and other amounts due and payable as of the Note, no Default Effective Date under the Commitment Letter shall have occurred been paid; (e) the Administrative Agent shall have received a (i) a certificate of the Borrower dated as of the Effective Date, which shall (A) certify the resolutions of the board of directors, members or other body authorizing the execution, delivery and be continuing.performance by each Loan Party of this Agreement,

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Third Amendment shall not become effective until only upon the date on which each satisfaction or waiver of all of the following conditions are satisfiedprecedent: (aA) the Lender The parties hereto shall have duly executed and delivered this Third Amendment. (B) The Administrative Agent shall have received a certificate of the followingSecretary or Assistant Secretary of the Fund dated as of the Third Amendment Effective Date, each in form and substance satisfactory to the Lender: certifying (i) that attached thereto are true and complete copies of the duly executed version resolutions of the board of trustees of the Fund authorizing the execution, delivery and performance by the Fund of this Agreement; Third Amendment and borrowing under the Agreement as amended hereby, (ii) the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing that said resolutions are all of the Borrower, resolutions adopted by the authorization board of trustees of the Fund in connection with the transactions contemplated hereby and any other legal matters relating are in full force and effect without modification as of such date, (iii) that the Fund's By-laws either are attached to such certificate, or to the Borrowerextent not attached have not been amended since the Closing Date, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory that its charter or certificate, as the case may be, either is attached to such certificate or to the Lender of extent not attached has not been amended since the receipt of all consents required to effect the transactions contemplated herebyClosing Date, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller incumbency and signatures of the Borrower;each of its officers executing this Third Amendment and any other documents to which it is a party. (bC) each of The Administrative Agent shall have received from the representations Borrowers the fees and warranties made by the Borrower in or pursuant expense reimbursements referred to this Agreement shall be true and correct on and as of the Effective Date; andunder Section 6 hereof. (cD) at the time of and immediately after giving effect to the Transaction and the transactions contemplated hereby, including the issuance of the Note, no Default The Administrative Agent shall have occurred and be continuingreceived such other documents, opinions, approvals or appraisals as the Administrative Agent may reasonably request.

Conditions to Effectiveness. Unless waived in writing by The effectiveness of this Amendment shall be subject to the Lender, this Commercial Loan Agreement, the Note and the Loan shall not become effective until the date on which each satisfaction of the following conditions are satisfiedprecedent: (a) the Lender The Purchasers shall have received counterparts of this Amendment duly executed by the followingCompany; (b) The Purchasers shall have received a Certificate of the Secretary of the Company, each certifying that this Amendment has been duly authorized by the Board of Directors of the Company; (c) The Company shall have delivered to the Purchasers evidence that Lender has executed and delivered to the Company a written amendment and waiver with respect to the Loan Documents (as defined in the Credit Agreement), in form and substance reasonably acceptable to the Purchasers; (d) The Company, ARC Service, Inc., ARC Solutions, Inc., ARC Midholding, Inc., Writers Inc., ARC Technology Management LLC, ARC Staffing Management LLC, and ARC Shared Services LLC and Fleet Capital Corporation shall have executed and delivered to the Purchasers an amendment to the Guaranty Agreement dated as of April 14, 2003 made by Purchasers for the benefit of Fleet Capital Corporation, as amended (the "Guaranty"), in form and substance satisfactory to the Lender:Purchasers; and (e) The Company shall have reimbursed the Purchasers for all reasonable costs and expenses, including reasonable legal fees and disbursements, incurred by the Purchasers in connection with (i) the duly executed version of this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents Amendment and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating (ii) all previous amendments or modifications to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower; (b) each of the representations and warranties made by the Borrower in or pursuant to this Agreement shall be true and correct on and as of the Effective Date; and (c) at the time of and immediately after giving effect to the Transaction Subordinated Debt Documents and the transactions contemplated hereby, including the issuance of the Note, no Default shall have occurred and be continuingthereby.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Amendment shall not become effective until upon the date on which each satisfaction of the following conditions are satisfiedprecedent: (a) the Lender Agent shall have received three (3) original copies of this Amendment executed and delivered by Agent, the followingLenders and the Loan Parties; (b) Agent shall have received an amendment to the Senior Subordinated Debt Subordination Agreement executed by Borrower and Senior Subordinated Noteholder, in form and substance reasonably satisfactory to Agent; (c) Agent shall have received a copy of the Asset Purchase Agreement executed by Borrower and Sellers and a copy of the Sale Order (as defined in the Asset Purchase Agreement), each in form and substance reasonably satisfactory to the Lender: (i) the duly executed version of this AgreementAgent; (iid) the duly executed Note from conditions precedent to closing set forth in the BorrowerAsset Purchase Agreement and the Sale Order shall have been satisfied in a manner reasonably satisfactory to Agent; (iiie) such documents Agent shall have received copies of each of the other agreements, instruments, opinions, certificates, lien search results and certificates other documents, fully executed where applicable, described in the closing list attached as the Lender Exhibit C hereto required to be delivered on or its counsel may reasonably request relating prior to the organizationdate hereof and such other documents, existence agreements and good standing of the Borrowerinstruments as may be reasonably required by Agent in connection with this Amendment, the authorization of the transactions contemplated hereby each in form and any other legal matters relating substance reasonably satisfactory to the Borrower, this Agreement or the transactions contemplated herebyAgent; (ivf) evidence satisfactory to the Lender Agent shall have received payment of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; Additional Commitment Fee (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth as defined in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower; (b) each of the representations and warranties made by the Borrower in or pursuant to this Agreement shall be true and correct on and as of the Effective Date9 hereof); and (cg) at the time No Default or Event of and immediately after giving effect to the Transaction and the transactions contemplated hereby, including the issuance of the Note, no Default shall have occurred and be continuingcontinuing on the date hereof or as of the date of the effectiveness of this Amendment (other than the Existing Defaults before giving effect to this Amendment).

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Amendment shall not become effective until the date on which each only upon satisfaction of the following conditions are satisfied:condition precedents (the date upon which such condition has been satisfied being herein called the “Sixth Amendment Effective Date”): (a) the Lender The Agent shall have received the following, each in form and substance satisfactory to the Lender: (i) the duly executed version counterparts of this Agreement; (ii) Amendment which, when taken together, bear the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing authorized signatures of the Borrower, the authorization of Guarantors, the transactions contemplated hereby Lenders, and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the BorrowerAgent; (b) The Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that, with respect to the Borrower, IMI, and IMLA, other than as attached therein, the previously delivered Organic Documents of each such Obligor, are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the representations Loan Documents is true and warranties made complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents; (c) Upon giving effect to the payment by Borrower of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability is an amount greater than $6,000,000. (d) The Agent shall have received good standing certificates of each Obligor issued by the Borrower in or pursuant to this Agreement shall be true and correct on and as Secretary of the Effective DateState of each Obligor’s jurisdiction of organization; and (ce) at The Agent shall have received duly executed counterparts of the time Sixth Amendment Fee Letter, when taken together, bear the authorized signatures of and immediately after giving effect to the Transaction Borrower, ▇▇▇▇▇▇▇ and the transactions contemplated hereby, including the issuance of the Note, no Default shall have occurred and be continuingAgent.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Amendment shall not become effective until upon the date on which each satisfaction of the following conditions are satisfiedconditions: (a) the Lender The Bank shall have received counterparts, duly executed by each party hereto, of this Amendment. (b) The Bank shall have received the followingduly executed Replacement Note. (c) The Bank shall have received the signed certificate or certificates of appropriate officers of the Borrower, each dated the date hereof or such earlier or later date as to which the parties hereto shall agree (such date may be referred to hereafter as the "Closing Date"), certifying the incumbency and Specimen signatures of the officers of the Borrower authorized to execute this Amendment and the Replacement Note and any other documents delivered on behalf of the Borrower pursuant to this Section. (d) The Bank shall have received a certificate of an appropriate officer of the Borrower to the effect of the following paragraphs (e) and (f). (e) The representations and warranties contained in Section 6 of the Original Credit Agreement as amended hereby shall be true and correct in all material respects on the Closing Date as though made on and as of such time. (f) No Event of Default or Unmatured Event of Default shall have occurred and be continuing on the Closing Date. (g) The Bank shall have received an opinion of the Borrower's counsel in form and substance satisfactory to the Lender:Bank and its counsel. (ih) The Bank shall have received a form FR U-1 of the Board of Governors of the Federal Reserve System duly executed version of this Agreement; (ii) the duly executed Note from and completed by the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower; (b) each of the representations and warranties made by the Borrower in or pursuant to this Agreement shall be true and correct on and as of the Effective Date; and (c) at the time of and immediately after giving effect to the Transaction and the transactions contemplated hereby, including the issuance of the Note, no Default shall have occurred and be continuing.

Conditions to Effectiveness. Unless The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent, unless specifically waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan shall not become effective until the date on which each of the following conditions are satisfiedAgent: (a) the Lender Agent shall have received the followingthis Amendment duly executed by Borrower, each in form and substance satisfactory to Agent and the Lender: (i) the duly executed version of this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents Lenders and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other Agent’s legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrowercounsel; (b) each of the The representations and warranties made by contained herein and in the Borrower in or pursuant to this Credit Agreement and the Other Documents, as each is amended hereby, shall be true and correct on and as of the Effective Date; anddate hereof, as if made on the date hereof; (c) at the time No Default or Event of and immediately after giving effect to the Transaction and the transactions contemplated hereby, including the issuance of the Note, no Default shall have occurred and be continuing, unless such Default or Event of Default has been specifically waived in writing by Agent and Lenders; (d) All corporate proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be satisfactory to Agent and its legal counsel, and Borrower shall deliver to Agent a Secretary’s Certificate in form and substance satisfactory to Agent evidencing the same; (e) Agent shall have received the second amended and restated Note duly executed by Borrower in favor of PNC, the third amended and restated Note duly executed by Borrower in favor of M&I Business Credit, LLC and, the amended and restated Note in favor of Capital One Leverage Finance Corp.; (f) Agent shall have received a Fee Letter duly executed by the Borrower and PNC relating to this Amendment; and (g) The fees set forth in Section 5.03 hereof shall have been received by each Lender signatory hereto.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Amendment shall not become effective until on the date on (the “Effective Date”) upon which each of the following conditions are is satisfied: (a) the Lender The Administrative Agent shall have received the following, each in form and substance satisfactory to the Lender: executed signature pages hereto from (i) the duly executed version of this Agreement; Borrower, (ii) the duly executed Note from the Borrower; Subsidiary Guarantors, (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organizationAdministrative Agent, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of Required Lenders under the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals Existing Credit Agreement and licenses, if applicable; (v) each Term Lender and each Revolving Credit Lender after giving effect to this Amendment on the Effective Date. (b) The Administrative Agent shall have received a Guarantee and Collateral Acknowledgement substantially in the form attached hereto as Exhibit D, executed and delivered by each Loan Party. (c) On and as of the Effective Date, after giving effect to this Amendment, (i) each of the representations and warranties set forth in the Credit Agreement and each other Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), (ii) since December 31, 2019, no change, development or event has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect and (iii) no Default or Event of Default shall have occurred and be continuing. The Administrative Agent shall have received a certificate, dated the Effective Date and signed by a Responsible OfficerOfficer of the Borrower, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller satisfaction of the Borrower; (b) each of the representations and warranties made by the Borrower in or pursuant to this Agreement shall be true and correct on and as of the Effective Date; and condition (c) at the time of and immediately after giving effect to the Transaction and the transactions contemplated hereby, including the issuance of the Note, no Default shall have occurred and be continuing).

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This First Amendment shall not become be effective until the date on which each of the following conditions are satisfiedprecedent has been fulfilled to the satisfaction of (or waived by) the Agent: (a) a. Except as provided herein, all terms and conditions of the Lender shall have received Credit Agreement and the followingother Loan Documents remain in full force and effect. The Loan Parties each hereby ratify, each in form confirm, and substance satisfactory to the Lender: reaffirm (i) the duly executed version of this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of that all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower; (b) each of the representations and warranties made contained in the Credit Agreement and other Loan Documents are true and correct in all material respects (other than any representation and warranty qualified by the Borrower in or pursuant to this Agreement materiality, which shall be true and correct in all respects) on and as of the Effective Date; and (c) at the time of and immediately date hereof, after giving effect to the Transaction this First Amendment and the transactions contemplated supplements to certain Schedules to the Credit Agreement and Exhibits to the Security Agreement attached hereto as Schedule I (other than representations and warranties which specifically relate to an earlier date), (ii) that the covenants therein contained, as amended hereby, including continue in effect and (iii) that the issuance Obligations are and continue to be, secured under the Collateral Documents. b. All action on the part of the NoteLoan Parties necessary for the valid execution, no delivery and performance by the Loan Parties of this First Amendment shall have been duly and effectively taken. The Agent shall have received from the Loan Parties true copies of their respective certificate of the resolutions authorizing the transactions described herein, each certified by their secretary or other appropriate officer to be true and complete. c. The Agent shall have received an executed copy of the amendment to the Senior Secured Term Facility Credit Agreement entered into in connection with the Transactions. d. No Default or Event of Default shall have occurred and be continuing.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Agreement shall not become effective until as of the date on (the “Forbearance Effective Date”) upon which each of the following conditions are satisfiedspecified below have been satisfied as determined in the Agent’s discretion: (a) the Lender a. The Agent shall have received one or more counterparts of this Agreement, duly executed, completed and delivered by the followingAgent, each in form Lender and substance each Loan Party; b. The Agent shall have received evidence satisfactory to it that the Lender: (i) Loan Parties have taken all corporate action required for the duly executed version execution and delivery of this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, c. The Agent shall have received an updated Borrowing Base Certificate dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower; (b) each of the representations and warranties made by the Borrower in or pursuant to this Agreement shall be true and correct on and as of the Forbearance Effective DateDate (with eligible asset information as of the date of the Borrowing Base Certificate most recently otherwise required to be delivered under the Credit Agreement but with information regarding the Obligations as of such date); d. The Borrowers shall have paid all unpaid fees, charges and disbursements of counsel and other fees, costs and expenses required to be paid to the Agent and the Lenders under the Credit Agreement. The Agent is hereby authorized to make one or more advances and charge the Loan Account from time to time to pay each and all of the foregoing amounts due; and (c) at the time of and immediately after e. After giving effect to the Transaction and the transactions contemplated hereby, including the issuance of the Notethis Agreement, no Default or Event of Default (other than with respect to any Specified Potential Events of Default) shall have occurred and be continuing.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Waiver shall not become effective until when, and only when, and as of the date (the “Effective Date”) on which each of the following conditions are satisfied: (a) the Lender Administrative Agent shall have received counterparts of this Waiver executed by the followingBorrower, each in form the Fronting Banks and substance the Required Banks or, as to any of the Fronting Banks or Required Banks, advice satisfactory to the Lender: Administrative Agent that such Fronting Bank or Required Bank has executed this Waiver, (b) the Administrative Agent shall have received payment of all accrued and invoiced fees and expenses of the Administrative Agent (including the reasonable and accrued fees of counsel to the Administrative Agent invoiced on or prior to the date hereof), (c) the Administrative Agent shall have received a favorable opinion of the Counsel of the Borrower regarding the due authorization, execution and delivery of this Waiver and other matters reasonably requested by the Administrative Agent and (d) the Administrative Agent shall have received a certificate signed by a duly authorized officer of the Borrower dated the Effective Date, to the effect that, after giving effect to this Waiver: (i) the duly executed version of this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower; (b) each of the representations and warranties made by contained in the Borrower in or pursuant to this Credit Agreement shall be are true and correct in all material respects on and as of the Effective DateDate as though made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date); and and (cii) at the time of no Default has occurred and immediately after giving effect is continuing. This Waiver is subject to the Transaction and the transactions contemplated hereby, including the issuance provisions of Section 9.05 of the Note, no Default shall have occurred and be continuingCredit Agreement.

Conditions to Effectiveness. Unless waived in writing by This Amendment shall become effective on the Lenderdate (the “Effective Date”) when, this Commercial Loan Agreementand only when, the Note and the Loan Agent shall not become effective until the date on which each of the following conditions are satisfiedhave received: (a) Counterparts of this Amendment executed by the Lender shall have received Borrower and the following, each in form and substance satisfactory to Banks; (b) A certificate of the Lender: Secretary of the Borrower having attached (i) a copy of the duly executed version corporate resolution of the Borrower authorizing the execution, delivery and performance of this AgreementAmendment and any other documents to be executed and/or delivered by the Borrower in connection herewith, certified by the Secretary or an Assistant Secretary of the Borrower; and (ii) an incumbency certificate showing the names and titles, and bearing the signatures of, the officers of the Borrower authorized to execute this Amendment and such other documents to be executed and/or delivered by the Borrower in connection herewith; (iic) A certificate of good standing for the Borrower in the jurisdiction of its incorporation or organization; (d) An Acknowledgment and Agreement in the form provided by the Agent appropriately completed and duly executed Note from by each Loan Party other than the Borrower; (iiie) such documents and certificates as the Lender or its counsel may reasonably request relating Payment to the organization, existence and good standing Agent for the account of the BorrowerBanks of an amendment fee, and payment to the authorization Agent for its own account of the transactions contemplated hereby and any other legal matters relating to the Borrowerfees, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions that are respectively set forth in clauses (b) a separate letter agreement between the Agent and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower; (b) each of the representations and warranties made by the Borrower in or pursuant pertaining to this Agreement shall be true and correct on and as of the Effective DateAmendment; and (cf) at Such other approvals, opinions or documents as the time of and immediately after giving effect to the Transaction and the transactions contemplated hereby, including the issuance of the Note, no Default shall have occurred and be continuingAgent or any Bank may reasonably request.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note This Amendment and the Loan Waiver shall not become effective until on the date on (the "Effective Date") upon which each of the following conditions are satisfiedhave been satisfied in full or waived by the Administrative Agent in writing: (a) the Lender Administrative Agent shall have received the following, each in form and substance satisfactory to the Lender: (i) the duly executed version Administrative Agent and its counsel, counterparts of this Agreement; (ii) the duly Amendment and Waiver executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of by the Borrower, the authorization of Guarantors, and the transactions contemplated hereby Required Lenders and any such other legal matters relating to approvals or documents as the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the BorrowerAdministrative Agent may reasonably request; (b) each the Administrative Agent shall have received by wire transfer of immediately available funds, for the ratable benefit of the Consenting Lenders, the Amendment Fee; (c) all representations and warranties contained in this Amendment and Waiver or otherwise made by in writing to the Borrower Administrative Agent in or pursuant to this Agreement connection herewith shall be true and correct on and as of the Effective Date; andin all material respects; (cd) at the time of and immediately after giving effect to the Transaction and the transactions contemplated hereby, including the issuance of the Note, no Default or Event of Default, shall have occurred and be continuing; (e) counsel for the Administrative Agent shall have received, by wire transfer of immediately available funds, the outstanding attorney fees and disbursements invoiced to the Borrower and required to be paid under Section 13 of this Amendment and Waiver and are properly payable under Sections 14(D) and 21 of the Final Order; and (f) the Administrative Agent shall have received such other instruments, documents, opinions and assurances as the Administrative Agent or its counsel may reasonably request.

Conditions to Effectiveness. Unless waived in writing by The effectiveness of this Amendment is subject to the Lender, this Commercial Loan Agreement, the Note and the Loan shall not become effective until the date on which each satisfaction or waiver of the following conditions are satisfied:precedent (the date of such satisfaction or waiver, the “Third Amendment Effective Date”): (a) the Lender Administrative Agent shall have received the following, each in form and substance satisfactory to the Lenderreceived: (i) the counterparts of this Amendment duly executed version of this Agreement;and delivered by Borrower, Administrative Agent and the Required Banks; and (ii) the duly executed Note from the Borrower; (iii) such documents and certificates a certificate dated as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Third Amendment Effective Date and signed by a Responsible OfficerOfficer of Borrower stating, confirming compliance with to the conditions set forth in clauses (b) and (c) best of this Section 3.01;the certifying party’s knowledge, the following: (viA) a solvency certificate as to All representations and warranties of Borrower and the Borrowerother Loan Parties contained in this Amendment, executed by in the chief financial officer, principal accounting officer, treasurer or controller of the Borrower; (b) Amended Credit Agreement and in each of the representations other Loan Documents are true and warranties correct in all material respects on and as of the Third Amendment Effective Date as though made by the Borrower on and as of such date (except in those cases where such representation or pursuant warranty expressly relates to this Agreement an earlier date or is qualified as to “materiality”, “Material Adverse Change” or similar language (which shall be true and correct on in all respects) and except for changes in factual circumstances not prohibited thereunder), and (B) No Default or Event of Default has occurred and is continuing. (b) All fees owed to the Banks incurred in connection with this Amendment and required to be paid as of the Third Amendment Effective Date; and Date and all expenses (cincluding, without limitation, the reasonable and documented out-of-pocket fees and expenses of legal counsel of Administrative Agent) at the time of and immediately after giving effect for which invoices have been presented to Borrower on or prior to the Transaction Third Amendment Effective Date shall have been paid. Administrative Agent shall notify in writing Borrower and the transactions contemplated hereby, including the issuance Banks of the Noteeffectiveness of this Amendment, no Default and such notice shall have occurred be conclusive and be continuingbinding.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Amendment shall not become effective until as of the date on which each of (the “Amendment Effective Date”) all the following conditions are have been satisfied: (a) the Lender Note Purchaser Agent shall have received fully executed counterparts of (i) this Amendment, (ii) the followingSpecial Fee Letter, each (iii) the Backup Servicer Termination Notice, and (iv) the agreement with respect to the succession of a new backup servicer under the Sale and Servicing Agreement to be entered into on the date hereof; (b) Seller shall have repurchased the Purchased Assets set forth on Schedule I attached hereto; (c) after giving effect to this Amendment, no Potential Event of Default or Event of Default or event which upon notice or lapse of time or both would constitute an Event of Default (as defined in any Basic Document or in Appendix A thereto) has occurred and is continuing, including, without limitation, a Potential Event of Default or an Event of Default under clause (e) of the definition of “Event of Default” as amended hereunder; and (d) the Note Purchaser Agent shall have received a joint certificate of the Seller and the Issuer dated the Amendment Effective Date in form and substance satisfactory to the Lender: Note Purchaser Agent and stating that, as of the Amendment Effective Date (i) the duly executed version of this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents representations and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions warranties set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the BorrowerAmendment, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower; (b) each of the representations and warranties made by the Borrower set forth in or pursuant to this Agreement shall be true and correct on and as of the Effective Date; and (c) at the time of and immediately after giving effect to the Transaction and the transactions contemplated hereby, including the issuance of the Note, no Default shall have occurred and be continuing.Section 3.1

Conditions to Effectiveness. Unless The effectiveness of this Amendment is subject to the following conditions precedent (unless specifically waived in writing by the LenderAdministrative Agent), this Commercial Loan Agreement, the Note each to be in form and the Loan shall not become effective until the date on which each of the following conditions are satisfiedsubstance reasonably satisfactory to Administrative Agent: (a) the Lender Administrative Agent shall have received a fully executed copy of this Amendment executed by all of the followingLenders, Borrowers and the other Loan Parties party hereto; (b) Administrative Agent shall have received each of the additional documents, instruments and agreements listed on the Closing Checklist attached hereto as Annex I (other than such documents, instruments and agreements that are identified as post-closing items), each in form and substance reasonably satisfactory to the Lender: (i) the duly executed version of this AgreementAdministrative Agent; (iic) Administrative Agent shall have received the duly executed Note amendment fee referenced in Section 5 below (including by virtue of debiting such amendment fee from the US Borrower; (iii’s operating account as authorized by the US Borrower) such documents and certificates as shall have been reimbursed for all reasonable out-of-pocket costs, fees and expenses incurred by Agent in connection with the Lender preparation, execution, administration or its counsel may reasonably request relating enforcement of this Amendment to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower; (b) each of the representations and warranties made by the Borrower in or pursuant to this Agreement shall be true and correct on and as of the Effective Dateextent invoiced; and (cd) at the time no Default or Event of and immediately after giving effect to the Transaction and the transactions contemplated hereby, including the issuance of the Note, no Default shall have occurred and be continuingcontinuing after giving effect to, this Amendment and the transactions contemplated hereby to occur on the Fifth Amendment Effective Date and the redemption of the remaining $45,000,000 amount of the Existing 2012 Notes 30 days after the Fifth Amendment as contemplated hereby.

Conditions to Effectiveness. Unless waived in writing by The effectiveness of this Amendment is conditioned on the Lender, this Commercial Loan Agreement, the Note and the Loan shall not become effective until the date on which each of the following conditions are satisfiedfollowing: (a) each Borrower and the Lender Bank shall each have received the following, each in form executed and substance satisfactory to the Lender: (i) the duly executed version delivered a counterpart of this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the BorrowerAmendment; (b) each Existing Borrower shall have delivered to the Bank certified copies of all documents relating to the due authorization and execution by such Existing Borrower of this Amendment as the Bank may reasonably request, including, without limitation, all votes of the Board of Directors of such Borrower authorizing (i) the execution and delivery by such Borrower of this Amendment, (ii) its performance of all of its agreements and Obligations under this Amendment and the Credit Agreement and the other Loan Documents as amended hereby, and (iii) the borrowings and other transactions contemplated by this Amendment and the Credit Agreement and the other Loan Documents as amended hereby; (c) the New Borrower, acting on behalf of its Portfolio, shall have executed and delivered an Assumption Agreement in the form attached hereto, together with the documents and certificates referred to therein; (d) the representations and warranties made by the Borrower contained in or pursuant to this Agreement Section 2 hereof shall be true and correct in all material respects as of the date hereof as though made on and as of the Effective Datedate hereof; and (ce) at no default under the time of and immediately after giving effect to the Transaction and the transactions contemplated hereby, including the issuance of the Note, no Default Credit Agreement shall have occurred and be is continuing.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Amendment shall not become effective until on the first date on which (the “Effective Date”), when, and only when, each of the following conditions are satisfiedhave been satisfied (or waived) in accordance with the terms therein: (a) the Lender Agent shall have received the following, each in form and substance satisfactory to the Lender: (i) the duly executed version a copy of this Agreement; (ii) Amendment executed and delivered by Agent, the duly executed Note from Lenders and the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organizationLoan Parties, existence and good standing together with each of the Borroweradditional documents, instruments and agreements listed on the authorization of closing checklist attached hereto as Exhibit B (other than the transactions contemplated hereby documents, instruments and any other legal matters relating to agreements listed under the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrowerheading “Post-Closing Items” on such checklist); (b) each Borrowers shall have paid (i) the fees referred to in Section 8 below, to the extent due and payable under the terms of the representations Fee Letter (as defined below) on the Effective Date, and warranties made (ii) all other Lender Group Expenses incurred in connection with the transactions evidenced by this Amendment to the Borrower in extent invoiced on or pursuant prior to this Agreement shall be true and correct on and as of the Effective Date; and (c) at the time representations and warranties in Section 5 of this Amendment shall be true and immediately after giving effect correct in all respects as of the Effective Date. Agent shall promptly notify the Administrative Borrower and Lenders of the satisfaction of the conditions to the Transaction and the transactions contemplated hereby, including the issuance occurrence of the NoteEffective Date, no Default which notice shall have occurred be conclusive and be continuingbinding.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Agreement shall not become effective until (the date on which each “Amendment Effective Date”) when all of the following conditions are have been satisfied: (a) the Lender Agent shall have received the following, each in form and substance satisfactory to the Lender: (i) the duly executed version a copy of this Agreement; (ii) the Agreement duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of Loan Parties and the BorrowerLenders; (b) each as of the Amendment Effective Date, the representations and warranties made by of Parent and the Borrower Loan Parties herein, in or pursuant to this Section 4 of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) after giving effect to this Agreement on and as of the Amendment Effective Date; and Date as though made on and as of such date (c) at the time of and immediately after giving effect except to the Transaction extent such representations and the transactions contemplated herebywarranties expressly relate to an earlier date), including the issuance and no Default or Event of the Note, no Default shall have occurred and be continuingcontinuing on the Amendment Effective Date or would result from this Agreement becoming effective in accordance with its terms; (c) Borrowers shall have paid to Agent a fully earned and nonrefundable amendment fee equal to $350,000; (d) Borrowers shall have paid all Lender Group Expenses incurred in connection with (i) the preparation, execution and delivery of this Agreement and (ii) the transactions evidenced hereby and by the other Loan Documents; and (e) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Amendment shall not become effective until as of the date (the "Second Amendment Effective Date") on which each of the following conditions are satisfied: (a) the Lender Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the followingCompany and the Required Lenders and duly acknowledged and consented to by each Guarantor, Grantor and Pledgor, (ii) executed copies of the Revlon Preferred Stock Subscription Agreement and the M&FH Multiple-Draw Term Loan, with respect to which the conditions precedent thereunder shall have been or shall be concurrently fully satisfied with respect to the borrowing made to repay the Interim Financing, if any, (iii) for the account of each Lender that approves this Amendment prior to 4:00 pm (New York City time) on February 5, 2003, an amendment fee equal to 0.75% of the sum of such Lender's Multi-Currency Commitment and such Lender's Term Loans outstanding and (iv) an executed legal opinion from counsel to the Company, in form and substance satisfactory reasonably acceptable to the Lender: (i) the duly executed version of this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents Administrative Agent and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) the Interim Financing, if any, shall have been or shall be concurrently repaid in full and (c) the commitments thereunder shall have been permanently reduced to zero. The execution and delivery of this Section 3.01; Amendment by any Lender shall be binding upon each of its successors and assigns (viincluding Transferees of its Commitments and Loans in whole or in part prior to effectiveness hereof) a solvency certificate as and binding in respect of all of its Commitments and Loans, including any acquired subsequent to its execution and delivery hereof and prior to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower; (b) each of the representations and warranties made by the Borrower in or pursuant to this Agreement shall be true and correct on and as of the Effective Date; and (c) at the time of and immediately after giving effect to the Transaction and the transactions contemplated hereby, including the issuance of the Note, no Default shall have occurred and be continuingeffectiveness hereof.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Amendment shall not become effective until as of the first date on which or after May 10, 2002, that each of the following conditions are satisfied:is satisfied (such date, the "Amendment Effective Date"): (a) the Lender The Administrative Agent shall have received the following, each in form and substance satisfactory to the Lender: (i) the duly executed version counterparts of this Agreement; (ii) Amendment that, when taken together, bear the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing signatures of the Borrower, Parent Borrower and the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower;Required Lenders. (b) each of the The representations and warranties made by the Borrower set forth in or pursuant to Section 4 of this Agreement Amendment shall be true and correct on and as of the Effective Date; andcorrect. (c) at The Administrative Agent shall have received (i) for the time account of each Lender that executes and immediately after giving effect delivers a counterpart of this Amendment on or before May 13, 2002 an Amendment Fee equal to 0.25% of the sum of its Domestic Revolving Commitment and its outstanding Term Loans and (ii) payment of all out-of-pocket expenses (including fees and disbursements of counsel for the Administrative Agent) required to be paid or reimbursed by the Parent Borrower under the Credit Agreement, to the Transaction extent invoices therefor have been presented to the Parent Borrower at least one Business Day prior to the Amendment Effective Date. (d) The Administrative Agent shall have received (i) copies of each of the agreement attached hereto as Exhibit A, B, C and D, respectively, which shall have been executed and delivered by the parties thereto, and (ii) legal opinions, in a form and from counsel reasonably satisfactory to it, with respect to the due authorization and enforceability of such agreements and the transactions contemplated hereby, including the issuance absence of the Note, no Default shall have occurred and be continuingconflicts with respect thereto.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Amendment shall not become effective until as of the date on which each set forth above upon the satisfaction of the following conditions are satisfiedconditions: (a) the Lender there shall have received the following, each in form exist no Default both immediately before and substance satisfactory after giving effect to the Lender: (i) the duly executed version of this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower;Amendment; and (b) the Administrative Agent shall have received a counterpart signature page to this Amendment, duly executed and delivered by the Borrower, each Guarantor, the owners of the representations and warranties made by Capital Stock of the Borrower in or pursuant to this Agreement shall be true (the "Pledgors"), the Majority Lenders and correct on and as of the Effective DateMajority Revolver Lenders; and (c) at the time representations and warranties set forth in this Amendment shall be true and correct in all material respects as of and immediately after giving effect the date of this Amendment (except (1) to the Transaction extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date and (2) that any representation or warranty that is qualified by "materiality" or "Material Adverse Effect" shall be true and correct in all respects); (d) the transactions contemplated hereby, including the issuance Administrative Agent shall have received a copy of the Noteexecuted Seventh Amendment to the Nexstar Fourth Amended and Restated Credit Agreement on terms reasonably acceptable to the Administrative Agent, no Default and all conditions to effectiveness of such Seventh Amendment shall have occurred been satisfied or waived (except the condition relating to the effectiveness of this Amendment); and (e) the Administrative Agent shall have received such confirmations and be continuingaffirmations of any of the Loan Documents by the applicable Credit Parties as reasonably requested by the Administrative Agent, in each case reasonably acceptable to the Administrative Agent.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan shall not become effective until the date on which The satisfaction of each of the following shall constitute conditions are satisfiedprecedent to the effectiveness of this Amendment and each and every provision hereof: (a) the Lender no Material Adverse Change shall have received the followingoccurred since September 30, each in form and substance satisfactory 2003 to the Lender: (i) the duly executed version of this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrowerdate hereof; (b) each of the The representations and warranties made by in the Borrower in or pursuant to this Loan Agreement and the other Loan Documents shall be true and correct in all respects on and as of the Effective Date; anddate hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (c) at Agent shall have received from Borrower an amendment fee in the time amount of $100,000, from which Agent shall pay to each Lender that executes this Amendment on or before December 31, 2003 such Lender’s Pro Rata Share of such amendment fee; (d) Agent shall have received the reaffirmation and immediately after giving effect consent of each Guarantor attached hereto as Exhibit B, duly executed and delivered by each Guarantor; (e) Agent shall have received amendments to the Transaction Patent Security Agreements, the Copyright Security Agreements and Trademark Security Agreements in the transactions contemplated herebyform attached hereto as Exhibit C, including the issuance duly executed and delivered by Borrower and each Guarantor, as applicable, (f) No Default or Event of the Note, no Default shall have occurred and be continuingcontinuing on the date hereof or as of the date of the effectiveness of this Amendment; and (g) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against Borrower, any Guarantor, or the Lender Group.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Amendment shall not become effective until only upon the date on which each satisfaction of the following conditions are satisfied:precedent (the date of satisfaction of all such conditions being referred to as the “Amendment Effective Date”): A) The Obligors, the Collateral Agent and the Required Lenders shall have each indicated their consent to this Amendment by the execution and delivery of the signature pages hereto to the Collateral Agent. (ai) The statements, representations and warranties set forth in Section2 above shall each be true and correct, both immediately before and after the effectiveness of this Amendment; and (ii) the Lender Lenders shall have received a certificate, dated as of the following, each Amendment Effective Date and in form and substance satisfactory to the Lender: (i) the Required Lenders, duly executed version of this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing delivered by a Responsible Officer of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate certifying as to the Borrowerforegoing. C) The Borrower shall have executed and delivered each substitute Warrant to the Lender, executed by Perceptive Credit Holdings, LP, and PCOF EQ AIV, LP. D) The Collateral Agent and the chief financial officer, principal accounting officer, treasurer or controller Lenders shall have received all reasonable and documented out of pocket expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel for which the Borrower is responsible pursuant to Section 14.03 of the Borrower; (bCredit Agreement) each of the representations that are due and warranties made by the Borrower payable in or pursuant to connection with this Agreement shall be true and correct on and as of the Effective Date; and (c) at the time of and immediately after giving effect to the Transaction and the transactions contemplated hereby, including the issuance of the Note, no Default shall have occurred and be continuingAmendment.

Conditions to Effectiveness. Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan This Fourth Amendment shall not become be effective until the date on which each of the following conditions are satisfied:precedent have been fulfilled to the satisfaction of the Agent (such date referred to herein as, the “Effective Date”): (a) the Lender Issuing Banks and Required Lenders shall have received the following, each in form and substance satisfactory to the Lender: (i) the duly executed version of approved this Agreement; (ii) the duly executed Note from the Borrower; (iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby; (iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable; (v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01; (vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the BorrowerFourth Amendment; (b) the Agent shall have received this Fourth Amendment, duly executed by each of the representations and warranties made by the Borrower in or pursuant to this Agreement shall be true and correct on and as of the Effective Date; andparties hereto; (c) at the time of and immediately after giving effect to the Transaction and the transactions contemplated hereby, including the issuance of the Notethis Fourth Amendment, no Default or Event of Default shall have occurred and be continuing; (d) all orders, permissions, consents, approvals, licenses, authorizations and validations of, and filings, recordings and registrations with, and exemptions by, any Governmental Authority, or any other Person required to authorize or otherwise required in connection with the execution, delivery and performance by each Loan Party of this Fourth Amendment and the transactions contemplated, shall have been obtained and shall be in full force and effect; and (e) the Borrowers shall have paid in full all fees and expenses of the Agent (including the fees, charges and disbursement of counsel to the Agent) incurred in connection with the preparation, execution, delivery and administration of this Fourth Amendment and the other instruments and documents to be delivered hereunder (with such fees and expenses described in this paragraph being fully earned as of the date hereof, and no portion thereof shall be refunded or returned to the Loan Parties under any circumstances).