Common use of Effectiveness of Amendment Clause in Contracts

Effectiveness of Amendment. This Amendment and the amendments contained herein shall become effective on the date (the “Amendment Effective Date”) when each of the conditions set forth below shall have been fulfilled to the satisfaction of the Administrative Agent: (a) The Administrative Agent shall have received counterparts of this Amendment, duly executed and delivered on behalf of the Borrower, the other Loan Parties, the Administrative Agent and the Lenders. (b) No event shall have occurred and be continuing that constitutes an Event of Default, or that would constitute an Event of Default but for the requirement that notice be given or that a period of time elapse, or both. (c) All representations and warranties of the Borrower contained in the Credit Agreement, and all representations and warranties of each other Loan Party in each Loan Document to which it is a party, shall be true and correct in all material respects at the Amendment Effective Date as if made on and as of such Amendment Effective Date. (d) The Borrower shall have delivered to the Administrative Agent (1) certified copies of evidence of all corporate and company actions taken by the Borrower and the other Loan Parties to authorize the execution and delivery of this Amendment, (2) certified copies of any amendments to the articles or certificate of incorporation, bylaws, partnership certificate or operating agreement of the Borrower and each other Loan Party since the date of the Credit Agreement, (3) a certificate of incumbency for the officers or other authorized agents or partners of the Borrower and each other Loan Party executing this Amendment, and (4) such additional supporting documents as the Administrative Agent or counsel for the Administrative Agent reasonably may request. (e) All documents delivered pursuant to this Amendment must be of form and substance satisfactory to the Administrative Agent and its counsel, and all legal matters incident to this Amendment must be satisfactory to the Administrative Agent’s counsel.

Effectiveness of Amendment. This Amendment and the amendments contained herein shall become effective on the date (the “First Amendment Effective Date”) when each of the conditions set forth below shall have been fulfilled to the satisfaction of the Administrative Agent: (a) The Administrative Agent shall have received counterparts of this Amendment, duly executed and delivered on behalf of the Borrower, the other Loan Parties, the Administrative Agent and the LendersLenders party hereto, the Supplement and Joinder, duly executed and delivered on behalf of the Borrower, the other Loan Parties, the Administrative Agent and the Lenders party thereto, as well as allonges to the Revolving Credit Notes or amended and restated Revolving Credit Notes, in each case, as required by the Supplement and Joinder (all of the foregoing, collectively, the “Modification Documents”). (b) No Before and after giving effect to this Amendment, no event shall have occurred and be continuing that constitutes an Event of Default, or that would constitute an Event of Default but for the requirement that notice be given or that a period of time elapse, or both. (c) All Before and after giving effect to this Amendment, all representations and warranties of the Borrower contained in the Credit Agreement, and all representations and warranties of each other Loan Party in each Loan Document to which it is a party, shall be true and correct in all material respects at the First Amendment Effective Date as if made on and as of such First Amendment Effective Date, or, to the extent such representations or warranties are expressly stated to be made as of a particular date, such representations and warranties are true and correct as of such date. (d) The Borrower shall have delivered to the Administrative Agent (1) certified copies of evidence of all corporate and company actions taken by the Borrower and the other Loan Parties to authorize the execution and delivery of this AmendmentAmendment and the other Modification Documents, (2) certified copies of any amendments to the articles or certificate of incorporation, formation or organization, bylaws, partnership certificate or operating agreement of the Borrower and each other Loan Party since the date of the Credit AgreementAgreement or, as applicable, the joinder of a Loan Party to the Loan Documents, (3) a certificate of incumbency for the officers or other authorized agents agents, members or partners of the Borrower and each other Loan Party executing this Amendment, the other Modification Documents and the other Loan Documents related hereto and (4) such additional supporting documents as the Administrative Agent or counsel for the Administrative Agent reasonably may request. (e) The Administrative Agent (or its counsel) shall have received a favorable written opinion of Winston & ▇▇▇▇▇▇ LLP, special counsel to the Loan Parties, and favorable written opinions of local counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, this Amendment, the other Modification Documents and the other documents required hereby and the transactions contemplated herein and therein as the Administrative Agent shall reasonably request. (f) The Administrative Agent (or its counsel) shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, and in which the chief executive office of each such Person is located and in the other jurisdictions reasonably requested by the Administrative Agent, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Administrative Agent that the Liens indicated in any such financing statement (or similar document) would be permitted by Section 7.2 of the Credit Agreement or have been or will be contemporaneously released or terminated. (g) No change shall have occurred which has had or could reasonably be expected to have a Material Adverse Effect. (h) All documents delivered pursuant to this Amendment and the other Modification Documents must be of form and substance satisfactory to the Administrative Agent and its counsel, and all legal matters incident to this Amendment and the other Modification Documents must be satisfactory to the Administrative Agent’s counsel. (i) Payment by the Borrower in immediately available funds of the fees agreed to in the Fee Letter and the fees and expenses required to be paid by Section 10 of this Amendment. (j) Satisfaction of the conditions precedent to effectiveness of the Supplement and Joinder, in accordance with the terms and conditions set forth therein.

Effectiveness of Amendment. This Amendment and the The amendments contained herein set forth in Section 2 hereof shall become effective on the date (Second Amendment Date upon delivery of, or compliance with, the “Amendment Effective Date”) when following: 3.1. This Amendment, duly executed by the Credit Parties, the Administrative Agent, and each of the conditions set forth below shall have been fulfilled Lenders (whether the same or different copies) and delivered (including by way of facsimile or other electronic transmission (including by e-mail in .pdf format)) in each case with original signatures to the satisfaction of follow promptly thereafter, to the Administrative Agent. 3.2. A certificate of the Secretary or Assistant Secretary (or other appropriate officer) of each of the Credit Parties dated as of the Second Amendment Date and certifying as to the following: (a) A true and accurate copy of the resolutions or unanimous written consent of the appropriate governing body of such Person authorizing the execution, delivery, and performance of the Second Amendment and the Credit Agreement as amended thereby or a certification that such resolutions or unanimous written consent of such Person delivered to the Administrative Agent and so certified by the Secretary or Assistant Secretary on the First Amendment Date have not been amended, restated, supplements, revoked, rescinded or otherwise modified and are in ​ ​ full force and effect and authorize the execution delivery and performance of the Second Amendment and the Credit Agreement as amended thereby; (b) A true and accurate copy of the articles of incorporation, certificate of formation, certificate of partnership or other equivalent documents of such Person with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its organization as of a date reasonably acceptable to the Administrative Agent, or a certification that the articles of incorporation, certificate of formation, certificate of partnership or other equivalent documents of such Person delivered to the Administrative Agent and so certified by the Secretary or Assistant Secretary on the First Amendment Date have not been amended, restated, supplements, revoked, rescinded or otherwise modified and are in full force and effect; and (c) A true and accurate copy of the bylaws, operating agreement or partnership agreement of such Person, or a certification that the bylaws, operating agreement or partnership agreement of such Person delivered to the Administrative Agent and so certified by the Secretary or Assistant Secretary on the First Amendment Date have not been amended, restated, supplemented, revoked, rescinded or otherwise modified and are in full force and effect. 3.3. Certificates of current status or good standing for each Credit Party in the state of its organization, in each case as of a recent date. 3.4. Evidence satisfactory to the Administrative Agent that the Borrower has paid to the Administrative Agent for its own account, an amendment fee in an amount of $38,500, which amendment fee will be fully earned when paid and will not reduce any of the Obligations. 3.5. The Administrative Agent shall have received counterparts of this Amendment, duly executed for itself and delivered on behalf for the account of the Borrower, the other Loan Parties, the Administrative Agent Lenders all reasonable and the Lenders. (b) No event shall have occurred documented fees and be continuing that constitutes an Event expenses of Default, or that would constitute an Event of Default but for the requirement that notice be given or that a period of time elapse, or both. (c) All representations and warranties of the Borrower contained in the Credit Agreement, and all representations and warranties of each other Loan Party in each Loan Document to which it is a party, shall be true and correct in all material respects at the Amendment Effective Date as if made on and as of such Amendment Effective Date. (d) The Borrower shall have delivered counsel to the Administrative Agent (1) certified copies of evidence of all corporate and company actions taken by the Borrower and the other Loan Parties payable pursuant to authorize the execution and delivery of this Amendment, (2) certified copies of any amendments to the articles or certificate of incorporation, bylaws, partnership certificate or operating agreement of the Borrower and each other Loan Party since the date Section 12.3 of the Credit Agreement, (3) a certificate of incumbency for the officers or other authorized agents or partners of the Borrower and each other Loan Party executing this Amendment, and (4) such additional supporting documents as the Administrative Agent or counsel for the Administrative Agent reasonably may request. (e) All documents delivered pursuant to this Amendment must be of form and substance satisfactory Agreement to the Administrative Agent and its counsel, and all legal matters incident to this Amendment must be satisfactory to extent requested in advance by the Administrative Agent’s counsel.

Effectiveness of Amendment. This Amendment and the amendments contained herein shall become effective on the date (the “Amendment Effective Date”) when each of the conditions set forth below shall have been fulfilled to the satisfaction of the Administrative Agent: (a) The Administrative Agent shall have received counterparts of this Amendment, counterparts of amended and restated Revolving Notes, or allonges thereto, evidencing the Revolving Commitment of each Lender after giving effect to this Amendment, and all other Loan Documents or other documents, instruments and certificates required hereby or thereby (collectively, the “Modification Documents”), each duly executed and delivered on behalf of the BorrowerBorrowers parties thereto, the other Loan Parties, the Administrative Agent and the Lendersas applicable. (b) No event shall have occurred and be continuing that constitutes an Event of Default, or that would constitute an Event of Default but for the requirement that notice be given or that a period of time elapse, or both. (c) All representations and warranties of the Borrower Borrowers contained in the Credit Agreement, and all representations and warranties of each other Loan Party in each Loan Document to which it is a party, Agreement shall be true and correct in all material respects (or, if qualified by materiality, in all respects) at the Amendment Effective Date as if made on and as of such Amendment Effective DateDate (except that any representation or warranty relating to any financial statements shall be deemed to be applicable to the financial statements most recently delivered to the Administrative Agent in accordance with the provisions of the Loan Documents). (d) The Borrower Borrowers shall have delivered to the Administrative Agent (1) certified copies of evidence of all corporate and company actions taken by the Borrower and the other Loan Parties Borrowers to authorize the execution and delivery of this Amendmentthe Modification Documents, (2) certified copies of any amendments to the articles or certificate of incorporation, organization or formation, bylaws, partnership certificate or and operating agreement of the Borrower and each other Loan Party Borrowers since the date of the Credit Loan Agreement, (3) a certificate of incumbency for the officers or other authorized agents or partners of the Borrower and each other Loan Party Borrowers executing this Amendment, the Modification Documents and (4) such additional supporting documents as the Administrative Agent or counsel for the Administrative Agent reasonably may request. (e) The Borrowers shall have paid the fees and expenses required to be paid by Section 9 of this Amendment. (f) All documents delivered pursuant to this Amendment the Modification Documents must be of form and substance satisfactory to the Administrative Agent and its counsel, and all legal matters incident to this Amendment must be satisfactory to the Administrative Agent’s counsel.

Effectiveness of Amendment. This Amendment and the amendments contained herein shall become effective on the date (the “Second Amendment Effective Date”) when each of the conditions set forth below shall have been fulfilled to the satisfaction of the Administrative Agent: (a) The Administrative Agent shall have received counterparts of this Amendment, duly executed and delivered on behalf of the Borrower, the other Loan Parties, the Administrative Agent and the LendersLenders party hereto. (b) No Before and after giving effect to this Amendment, no event shall have occurred and be continuing that constitutes an Event of Default, or that would constitute an Event of Default but for the requirement that notice be given or that a period of time elapse, or both. (c) All Before and after giving effect to this Amendment, all representations and warranties of the Borrower contained in the Credit Agreement, and all representations and warranties of each other Loan Party in each Loan Document to which it is a party, shall be true and correct in all material respects at the Second Amendment Effective Date as if made on and as of such Second Amendment Effective Date, or, to the extent such representations or warranties are expressly stated to be made as of a particular date, such representations and warranties are true and correct as of such date. (d) The Borrower shall have delivered to the Administrative Agent (1) certified copies of evidence of all corporate and company actions taken by the Borrower and the other Loan Parties to authorize the execution and delivery of this Amendment, (2) certified copies of any amendments to the articles or certificate of incorporation, bylaws, partnership certificate or operating agreement of the Borrower and each other Loan Party since the date of the Credit Agreement, (3) a certificate of incumbency for the officers or other authorized agents or partners of the Borrower and each other Loan Party executing this Amendment, and (4) such additional supporting documents as the Administrative Agent or counsel for the Administrative Agent reasonably may requestIntentionally deleted. (e) Intentionally deleted. (f) Intentionally deleted. (g) No change shall have occurred which has had or could reasonably be expected to have a Material Adverse Effect. (h) All documents delivered pursuant to this Amendment must be of form and substance satisfactory to the Administrative Agent and its counsel, and all legal matters incident to this Amendment must be satisfactory to the Administrative Agent’s counsel. (i) Payment by the Borrower in immediately available funds of the fees and expenses required to be paid by Section 10 of this Amendment.

Effectiveness of Amendment. This Amendment and the amendments contained herein shall become effective on the date (the “Third Amendment Effective Date”) when each of the conditions set forth below shall have been fulfilled to the satisfaction of the Administrative Agent: (a) The Administrative Agent shall have received counterparts of this Amendment, duly executed and delivered on behalf of the Borrower, the other Loan Parties, the Administrative Agent and the LendersLenders party hereto (all of the foregoing, collectively, the “Modification Documents”). (b) No Before and after giving effect to this Amendment, no event shall have occurred and be continuing that constitutes an Event of Default, or that would constitute an Event of Default but for the requirement that notice be given or that a period of time elapse, or both. (c) All Before and after giving effect to this Amendment, all representations and warranties of the Borrower contained in the Credit Agreement, and all representations and warranties of each other Loan Party in each Loan Document to which it is a party, shall be true and correct in all material respects at the Third Amendment Effective Date as if made on and as of such Third Amendment Effective Date, or, to the extent such representations or warranties are expressly stated to be made as of a particular date, such representations and warranties are true and correct as of such date. (d) The Borrower shall have delivered to the Administrative Agent (1) certified copies of evidence of all corporate and company actions taken by the Borrower and the other Loan Parties to authorize the execution and delivery of this Amendment, (2) either certified copies of any amendments to the articles or certificate of incorporation, formation or organization, bylaws, partnership certificate or operating agreement of the Borrower and each other Loan Party since the date of the Credit AgreementAgreement or, as applicable, the joinder of a Loan Party to the Loan Documents or a certificate that the organizational documents of the Borrower or such Loan Party have not changed since such date, (32) a certificate of incumbency for the officers or other authorized agents agents, members or partners of the Borrower and each other Loan Party executing this Amendment, the other Modification Documents and the other Loan Documents related hereto and (43) such additional supporting documents as the Administrative Agent or counsel for the Administrative Agent reasonably may request. (e) The Administrative Agent (or its counsel) shall have received a favorable written opinion of Winston & ▇▇▇▇▇▇ LLP, special counsel to the Loan Parties, and favorable written opinions of local counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, this Amendment, the other Modification Documents and the other documents required hereby and the transactions contemplated herein and therein as the Administrative Agent shall reasonably request. (f) The Administrative Agent (or its counsel) shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, and in which the chief executive office of each such Person is located and in the other jurisdictions reasonably requested by the Administrative Agent, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Administrative Agent that the Liens indicated in any such financing statement (or similar document) would be permitted by Section 7.2 of the Credit Agreement or have been or will be contemporaneously released or terminated. (g) No change shall have occurred which has had or could reasonably be expected to have a Material Adverse Effect. (h) All documents delivered pursuant to this Amendment and the other Modification Documents must be of form and substance satisfactory to the Administrative Agent and its counsel, and all legal matters incident to this Amendment and the other Modification Documents must be satisfactory to the Administrative Agent’s counsel. (i) Payment by the Borrower in immediately available funds of the fees agreed to in the Fee Letter and the fees and expenses required to be paid by Section 10 of this Amendment. (j) Intentionally deleted.

Effectiveness of Amendment. (a) This Amendment and the amendments contained herein shall become effective on be effective, as of the date hereof, upon receipt by the Administrative Agent of (i) counterparts of this Amendment duly executed by each of the parties hereto, (ii) counterparts of that certain ▇▇▇▇▇▇▇ and Restated Fee Letter, dated as of the date hereof (the “Amendment Effective DateAmended and Restated Fee Letter”) when ), duly executed by each of the conditions set forth below shall have been fulfilled to parties thereto, (iii) the satisfaction “Upfront Fees” described in the Amended and Restated Fee Letter due and payable on the DB1/ 139453270.3 3 date hereof and (iv) a calculation of the Administrative Agent: Borrowing Base (aincluding all components of such calculation, including any Excess Concentration Amounts) The Administrative Agent shall have received counterparts demonstrating that, immediately upon the effectiveness of this Amendment, duly executed and delivered on behalf of the Borrower, the other Loan Parties, the Administrative Agent and the Lendersno Borrowing Base Deficiency shall exist. (b) No event Except as expressly amended by the terms of this Amendment, all terms and conditions of the Loan Agreement shall have occurred remain in full force and be continuing that constitutes an Event of Default, or that would constitute an Event of Default but effect and are hereby ratified and confirmed. This Amendment is effective only for the requirement that notice be given or that a period of time elapse, or both. (c) All representations and warranties of the Borrower contained in the Credit Agreement, and all representations and warranties of each other Loan Party in each Loan Document to specific purpose for which it is given and shall not operate as a partyconsent, shall be true and correct waiver, amendment or other modification of any other term or condition set forth in all material respects at the Amendment Effective Date as if made on and as of such Amendment Effective Date. (d) The Borrower shall have delivered to Loan Agreement. Upon the Administrative Agent (1) certified copies of evidence of all corporate and company actions taken by the Borrower and the other Loan Parties to authorize the execution and delivery effectiveness of this Amendment, (2i) certified copies each reference in the Loan Agreement to “this Agreement” or “this Loan Agreement” or words of any amendments like import shall mean and be references to the articles Loan Agreement as amended hereby and (ii) each reference in any other Basic Document to the Loan Agreement or certificate of incorporation, bylaws, partnership certificate to any terms defined in the Loan Agreement which are modified hereby shall mean and be references to the Loan Agreement or operating agreement to such terms as modified hereby. The parties hereto acknowledge and agree that this Amendment shall constitute a Basic Document. This Amendment does not constitute a novation or termination of the Borrower and each Loan Agreement or any other Loan Party since the date of the Credit Agreement, (3) a certificate of incumbency for the officers or other authorized agents or partners of the Borrower and each other Loan Party executing this Amendment, and (4) such additional supporting documents as the Administrative Agent or counsel for the Administrative Agent reasonably may request. (e) All documents delivered pursuant to this Amendment must be of form and substance satisfactory to the Administrative Agent and its counsel, Basic Document and all legal matters incident to this Amendment must be satisfactory to obligations thereunder are in all respects continuing with only the Administrative Agent’s counselterms thereof being modified as provided herein.

Effectiveness of Amendment. This Amendment and the amendments contained herein shall become effective on the date (the “Second Amendment Effective Date”) when each of the conditions set forth below shall have been fulfilled to the satisfaction of the Administrative Agent: (a) The Administrative Agent shall have received an executed copy of the Karta Stock Purchase Agreement, and all other documents, agreements and instruments related thereto, as well as copies of the cancelled stock certificates of the holders of the outstanding stock of Karta immediately prior to the consummation of the Karta Transaction, and the new stock certificate issued by Karta to NCI Virginia. (b) The Administrative Agent shall have received counterparts of this Amendment, duly executed and delivered on behalf of the each Borrower, the other Loan Parties, the Administrative Agent and the Revolving Credit Lenders, and the Assumption Agreement, duly executed and delivered on behalf of Karta. (bc) The Borrowers shall have executed and delivered to the Administrative Agent new Revolving Notes in the respective amounts of each Revolving Commitment. (d) No event shall have occurred and be continuing that constitutes an Event of Default, or that would constitute an Event of Default but for the requirement that notice be given or that a period of time elapse, or both, and no Default or Event of Default shall have occurred and be continuing nor shall result from any Additional Revolving Commitment Amount. (ce) All representations and warranties of the Borrower Borrowers contained in the Credit Agreement, and all representations and warranties of each other Loan Party in each Loan Document to which it is a party, Agreement shall be true and correct in all material respects at the Second Amendment Effective Date as if made on and as of such Second Amendment Effective Date. (df) The Borrower Borrowers shall have delivered to the Administrative Agent (1) certified copies of evidence of all corporate and company actions taken by the Borrower and the other Loan Parties Borrowers to authorize the execution and delivery of this Amendment, and, in the case of Karta, the Assumption Agreement, (2) certified copies of any amendments to the articles or certificate of incorporation, bylaws, partnership certificate or and operating agreement of the Borrower and each other Loan Party Borrowers since the date of the Credit Loan Agreement, and, in the case of Karta, copies of the articles or certificate of incorporation and bylaws (or comparable organizational documents) of Karta, (3) a certificate of incumbency for the officers or other authorized agents or partners of the Borrower and each other Loan Party Borrowers executing this Amendment, and (4) such additional supporting documents as the Administrative Agent or counsel for the Administrative Agent reasonably may request. (eg) All of the conditions in Section 8.2 of the Loan Agreement with respect to the Borrowers, and in Section 8.3 of the Loan Agreement with respect to Karta, shall have been satisfied. (h) The Administrative Agent shall have received (1) an accounts receivable aging and a contract status and backlog report for the most recent fiscal quarter, in form and substance satisfactory to the Administrative Agent, (2) the financial statements of the Company for the period ended on March 31, 2007, and (3) a Covenant Compliance Certificate for the period ending March 31, 2007, but dated as of the Second Amendment Effective Date and giving effect to any Revolving Loans disbursed on such date, and certifying that no Default or Event of Default exists as of the Second Amendment Effective Date, nor would any Default or Event of Default occur after giving effect to the Karta Transaction. (i) All documents delivered pursuant to this Amendment must be of form and substance satisfactory to the Administrative Agent and its counsel, and all legal matters incident to this Amendment must be satisfactory to the Administrative Agent’s counsel.

Effectiveness of Amendment. This Amendment and the amendments contained herein shall become effective on the date (the “Amendment Effective Date”) when each of the conditions set forth below shall have been fulfilled to the satisfaction of the Administrative Agent: (a) The Administrative Agent shall have received counterparts of this AmendmentAmendment and all other Loan Documents or other documents, instruments and certificates required hereby or thereby (collectively, the “Modification Documents”), each duly executed and delivered on behalf of the Borrower, Borrower and the other Loan PartiesParties parties thereto, the Administrative Agent and the Lendersas applicable. (b) No event shall have occurred and be continuing that constitutes an Event of Default, or that would constitute an Event of Default but for the requirement that notice be given or that a period of time elapse, or both. (c) All representations and warranties of the Borrower Borrowers contained in the Credit Agreement, and all representations and warranties of each other Loan Party in each Loan Document to which it is a party, Agreement shall be true and correct in all material respects (or, if qualified by materiality, in all respects) at the Amendment Effective Date as if made on and as of such Amendment Effective DateDate (except that any representation or warranty relating to any financial statements shall be deemed to be applicable to the financial statements most recently delivered to the Administrative Agent in accordance with the provisions of the Loan Documents). (d) The Borrower Borrowers shall have delivered to the Administrative Agent (1) certified copies of evidence of all corporate and company actions taken by the Borrower and the other Loan Parties Borrowers to authorize the execution and delivery of this Amendmentthe Modification Documents, (2) certified copies of any amendments to the articles or certificate of incorporation, organization or formation, bylaws, partnership certificate or and operating agreement of the Borrower and each other Loan Party Borrowers since the date of the Credit Loan Agreement, (3) a certificate of incumbency for the officers or other authorized agents or partners of the Borrower and each other Loan Party Borrowers executing this Amendment, the Modification Documents and (4) such additional supporting documents as the Administrative Agent or counsel for the Administrative Agent reasonably may request. (e) The Borrowers shall have paid the fees and expenses required to be paid by Section 9 of this Amendment. (f) All documents delivered pursuant to this Amendment the Modification Documents must be of form and substance satisfactory to the Administrative Agent and its counsel, and all legal matters incident to this Amendment must be satisfactory to the Administrative Agent’s counsel.

Effectiveness of Amendment. This Amendment and the amendments contained herein shall become effective on the date (the “Amendment Effective Date”) when each of the conditions set forth below shall have been fulfilled to the satisfaction of the Administrative Agent: (a) The Administrative Agent shall have received counterparts of this Amendment, duly executed and delivered on behalf of the Borrower, the other Loan Parties, the Administrative Agent and the Lenders. (b) No event shall have occurred and be continuing that constitutes an Event of Default, or that would constitute an Event of Default but for the requirement that notice be given or that a period of time elapse, or both. (c) All representations and warranties of the Borrower contained in the Credit Agreement, and all representations and warranties of each other Loan Party in each Loan Document to which it is a party, shall be true and correct in all material respects at the Amendment Effective Date as if made on and as of such Amendment Effective Date. (d) The Borrower shall have delivered to the Administrative Agent (1) certified copies of evidence of all corporate and company actions taken by the Borrower and the other Loan Parties to authorize the execution and delivery of this Amendment, (2) certified copies of any amendments to the articles or certificate of incorporation, formation or organization, bylaws, partnership certificate or operating agreement of the Borrower and each other Loan Party since the date of the Credit Agreement, (3) a certificate of incumbency for the officers or other authorized agents agents, members or partners of the Borrower and each other Loan Party executing this Amendment, and (4) such additional supporting documents as the Administrative Agent or counsel for the Administrative Agent reasonably may request. Each Loan Party hereby represents and warrant that, since the date of last delivery to the Administrative Agent of items described in the foregoing clauses (1), (2) and (3), there have been no amendments, modifications, rescissions, revocations or other supplements to the same, and officers of each Loan Party executing and delivering this Amendment were duly elected and are the incumbents of such officerships. (e) All documents delivered pursuant to this Amendment must be of form and substance satisfactory to the Administrative Agent and its counsel, and all legal matters incident to this Amendment must be satisfactory to the Administrative Agent’s counsel.

Effectiveness of Amendment. This Amendment and the amendments contained herein shall become effective on the date (the “Amendment Effective Date”) when each of the conditions set forth below shall have been fulfilled to the satisfaction of the Administrative Agent: (a) The Administrative Agent shall have received counterparts of this Amendment, duly executed and delivered on behalf of the Borrower, the other Loan Parties, the Administrative Agent and the LendersLenders party hereto, the Supplement and Joinder, duly executed and delivered on behalf of the Borrower, the other Loan Parties, the Administrative Agent and the Lenders party thereto, as well as allonges to the Revolving Credit Notes or amended and restated Revolving Credit Notes and/or new Revolving Credit Notes, in the principal amount of each Revolving Loan Lender’s Revolving Commitment (after giving effect to this Amendment and the Supplement and Joinder), duly executed by the parties thereto, and all other Loan Documents or other documents, instruments and certificates required hereby or thereby (collectively, the “Modification Documents”). (b) No After giving effect to this Amendment and the other Modification Documents, no event shall have occurred and be continuing that constitutes a Default or an Event of Default, or that would constitute an Event of Default but for the requirement that notice be given or that a period of time elapse, or both. (c) All representations and warranties of the Borrower contained in the Credit Agreement, and all representations and warranties of each other Loan Party in each Loan Document to which it is a party, shall be true and correct in all material respects (or, if qualified by materiality, in all respects) at the Amendment Effective Date as if made on and as of such Amendment Effective DateDate (except to the extent stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date). (d) The Borrower shall have delivered to the Administrative Agent (1) certified a certificate of the Secretary or Assistant Secretary of each Loan Party in form and substance reasonably acceptable to the Administrative Agent, attaching and certifying copies of evidence its bylaws and of all corporate the resolutions of its boards of directors, or comparable organizational documents and company actions taken by authorizations, authorizing the Borrower execution, delivery and performance of the other Modification Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Parties Party executing the Modification Documents to authorize which it is a party. (e) The Administrative Agent (or its counsel) shall have received a favorable written opinion of ▇▇▇▇▇ Lovells US LLP, counsel to the execution Loan Parties, and delivery ▇▇▇▇, Plant, ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.A., local Minnesota counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, this Amendment, (2) certified copies of any amendments to the articles or certificate of incorporation, bylaws, partnership certificate or operating agreement of other Modification Documents and the Borrower transactions contemplated herein and each other Loan Party since the date of the Credit Agreement, (3) a certificate of incumbency for the officers or other authorized agents or partners of the Borrower and each other Loan Party executing this Amendment, and (4) such additional supporting documents therein as the Administrative Agent or counsel for the Administrative Agent Required Lenders shall reasonably may request. (ef) All documents delivered pursuant The Administrative Agent (or its counsel) shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to this Amendment must be the Loan Parties in the states (or other jurisdictions) of form formation of such Persons, and substance to the extent requested by the Administrative Agent, in which the chief executive office of each such Person is located and in the other jurisdictions in which such Persons maintain property or do business, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Administrative Agent and its counsel, and all legal matters incident to this Amendment must that the Liens indicated in any such financing statement (or similar document) would be satisfactory to permitted by Section 7.2 of the Administrative Agent’s counselCredit Agreement or have been or will be contemporaneously released or terminated.

Effectiveness of Amendment. This Amendment and the amendments contained herein shall become effective on the date (the “Amendment Effective Date”) when each of the conditions set forth below shall have been fulfilled to the satisfaction of the Administrative Agent: (a) The Administrative Agent shall have received counterparts of this Amendment, duly executed and delivered on behalf of the Borrower, the other Loan Parties, the Administrative Agent and the LendersLenders party hereto, the Supplement and Joinder, duly executed and delivered on behalf of the Borrower, the other Loan Parties, the Administrative Agent and the Lenders party thereto, as well as allonges to the Revolving Credit Notes or amended and restated Revolving Credit Notes and/or new Revolving Credit Notes, in the principal amount of each Revolving Loan Lender’s Revolving Commitment (after giving effect to this Amendment and the Supplement and Joinder), duly executed by the parties thereto, and all other Loan Documents or other documents, instruments and certificates required hereby or thereby (collectively, the “Modification Documents”). (b) No After giving effect to this Amendment, no event shall have occurred and be continuing that constitutes a Default or an Event of Default, or that would constitute an Event of Default but for the requirement that notice be given or that a period of time elapse, or both. (c) All representations and warranties of the Borrower contained in the Credit Agreement, and all representations and warranties of each other Loan Party in each Loan Document to which it is a party, shall be true and correct in all material respects (or, if qualified by materiality, in all respects) at the Amendment Effective Date as if made on and as of such Amendment Effective DateDate (except to the extent stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date). (d) The Borrower shall have delivered to the Administrative Agent (1) certified a certificate of the Secretary or Assistant Secretary of each Loan Party in form and substance reasonably acceptable to the Administrative Agent, attaching and certifying copies of evidence its bylaws and of all corporate the resolutions of its boards of directors, or comparable organizational documents and company actions taken by authorizations, authorizing the Borrower execution, delivery and performance of the other Modification Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Parties Party executing the Modification Documents to authorize which it is a party. (e) The Administrative Agent (or its counsel) shall have received a favorable written opinion of ▇▇▇▇▇ Lovells US LLP, counsel to the execution Loan Parties, addressed to the Administrative Agent and delivery each of the Lenders, and covering such matters relating to the Loan Parties, this Amendment, (2) certified copies of any amendments to the articles or certificate of incorporation, bylaws, partnership certificate or operating agreement of other Modification Documents and the Borrower transactions contemplated herein and each other Loan Party since the date of the Credit Agreement, (3) a certificate of incumbency for the officers or other authorized agents or partners of the Borrower and each other Loan Party executing this Amendment, and (4) such additional supporting documents therein as the Administrative Agent or counsel for the Administrative Agent Required Lenders shall reasonably may request. (ef) The Administrative Agent (or its counsel) shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, and to the extent requested by the Administrative Agent, in which the chief executive office of each such Person is located and in the other jurisdictions in which such Persons maintain property or do business, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Administrative Agent that the Liens indicated in any such financing statement (or similar document) would be permitted by Section 7.2 of the Credit Agreement or have been or will be contemporaneously released or terminated. (g) The Borrower shall have repaid to the Administrative Agent, for the ratable benefit of the Lenders, the Term Loans in full. (h) The Borrower shall have delivered to the Administrative Agent a duly completed and executed Compliance Certificate of the Borrower, including pro forma calculations of the financial covenants set forth in Article 6 (other than Section 6.3) hereof as of March 31, 2015, giving effect to the repayment in full of the Term Loans, and the disbursement of any Revolving Loans as of the Amendment Effective Date. (i) The Borrower shall have paid to the Administrative Agent and STRH the amounts due pursuant to the Fee Letter, and the fees and expenses required pursuant to Section 11 of this Amendment, in each case, as of the Amendment Effective Date. (j) All documents delivered pursuant to this Amendment and the other Modification Documents must be of form and substance reasonably satisfactory to the Administrative Agent . (k) Satisfaction of the conditions precedent to effectiveness of the Supplement and its counselJoinder, in accordance with the terms and all legal matters incident to this Amendment must be satisfactory to the Administrative Agent’s counselconditions set forth therein.

Effectiveness of Amendment. This Amendment and the amendments contained herein shall become effective on the date (the “Amendment Effective Date”) when each of the conditions set forth below shall have been fulfilled to the satisfaction of the Administrative Agent: (a) The Administrative Agent shall have received counterparts of this AmendmentAmendment and all other Loan Documents or other documents, instruments and certificates required hereby or thereby (collectively, the “Modification Documents”), each duly executed and delivered on behalf of the BorrowerBorrowers parties thereto, the other Loan Parties, the Administrative Agent and the Lendersas applicable. (b) No event shall have occurred and be continuing that constitutes an Event of Default, or that would constitute an Event of Default but for the requirement that notice be given or that a period of time elapse, or both. (c) All representations and warranties of the Borrower Borrowers contained in the Credit Agreement, and all representations and warranties of each other Loan Party in each Loan Document to which it is a party, Agreement shall be true and correct in all material respects (or, if qualified by materiality, in all respects) at the Amendment Effective Date as if made on and as of such Amendment Effective DateDate (except that any representation or warranty relating to any financial statements shall be deemed to be applicable to the financial statements most recently delivered to the Administrative Agent in accordance with the provisions of the Loan Documents). (d) The Borrower Borrowers shall have delivered to the Administrative Agent (1) certified copies of evidence of all corporate and company actions taken by the Borrower and the other Loan Parties Borrowers to authorize the execution and delivery of this Amendmentthe Modification Documents, (2) certified copies of any amendments to the articles or certificate of incorporation, organization or formation, bylaws, partnership certificate or and operating agreement of the Borrower and each other Loan Party Borrowers since the date of the Credit Loan Agreement, (3) a certificate of incumbency for the officers or other authorized agents or partners of the Borrower and each other Loan Party Borrowers executing this Amendment, the Modification Documents and (4) such additional supporting documents as the Administrative Agent or counsel for the Administrative Agent reasonably may request. (e) The Borrowers shall have paid the fees and expenses required to be paid by Section 9 of this Amendment. (f) All documents delivered pursuant to this Amendment the Modification Documents must be of form and substance satisfactory to the Administrative Agent and its counsel, and all legal matters incident to this Amendment must be satisfactory to the Administrative Agent’s counsel.

Effectiveness of Amendment. This Amendment and the amendments contained herein shall become effective on the date (the “Amendment Effective Date”) when each of the conditions set forth below shall have been fulfilled to the satisfaction of the Administrative Agent: (a) The Administrative Agent shall have received counterparts of this Amendment, and all other Loan Documents or other documents, instruments and certificates required hereby or thereby (collectively, the “Modification Documents”), each duly executed and delivered on behalf of the BorrowerBorrowers parties thereto, the other Loan Parties, the Administrative Agent and the Lendersas applicable. (b) No event shall have occurred and be continuing that constitutes an Event of Default, or that would constitute an Event of Default but for the requirement that notice be given or that a period of time elapse, or both. (c) All representations and warranties of the Borrower Borrowers contained in the Credit Agreement, and all representations and warranties of each other Loan Party in each Loan Document to which it is a party, Agreement shall be true and correct in all material respects (or, if qualified by materiality, in all respects) at the Amendment Effective Date as if made on and as of such Amendment Effective DateDate (except that any representation or warranty relating to any financial statements shall be deemed to be applicable to the financial statements most recently delivered to the Administrative Agent in accordance with the provisions of the Loan Documents). (d) The Borrower Borrowers shall have delivered to the Administrative Agent (1) certified copies of evidence of all corporate and company actions taken by the Borrower and the other Loan Parties Borrowers to authorize the execution and delivery of this Amendmentthe Modification Documents, (2) certified copies of any amendments to the articles or certificate of incorporation, organization or formation, bylaws, partnership certificate or and operating agreement of the Borrower and each other Loan Party Borrowers since the date of the Credit Loan Agreement, (3) a certificate of incumbency for the officers or other authorized agents or partners of the Borrower and each other Loan Party Borrowers executing this Amendment, the Modification Documents and (4) such additional supporting documents as the Administrative Agent or counsel for the Administrative Agent reasonably may request. (e) The Borrowers shall have paid the fees and expenses required to be paid by Section 9 of this Amendment. (f) All documents delivered pursuant to this Amendment the Modification Documents must be of form and substance satisfactory to the Administrative Agent and its counsel, and all legal matters incident to this Amendment must be satisfactory to the Administrative Agent’s counsel.

Effectiveness of Amendment. This Amendment and the amendments contained herein shall become effective on the date (the “Fourth Amendment Effective Date”) when each of the conditions set forth below shall have been fulfilled to the satisfaction of the Administrative Agent: (a) The Administrative Agent shall have received counterparts of this Amendment, duly executed and delivered on behalf of the each Borrower, the other Loan Parties, the Administrative Agent and the Lenders. (b) No event shall have occurred and be continuing that constitutes an Event of Default, or that would constitute an Event of Default but for the requirement that notice be given or that a period of time elapse, or both. (c) All representations and warranties of the Borrower Borrowers contained in the Credit Agreement, and all representations and warranties of each other Loan Party in each Loan Document to which it is a party, Agreement shall be true and correct in all material respects at the Fourth Amendment Effective Date as if made on and as of such Fourth Amendment Effective DateDate (except that any representation or warranty relating to any financial statements shall be deemed to be applicable to the financial statements most recently delivered to the Administrative Agent in accordance with the provisions of the Loan Documents). (d) The Borrower Borrowers shall have delivered to the Administrative Agent (1) certified copies of evidence of all corporate and company actions taken by the Borrower and the other Loan Parties Borrowers to authorize the execution and delivery of this Amendment, (2) certified copies of any amendments to the articles or certificate of incorporation, bylaws, partnership certificate or and operating agreement of the Borrower and each other Loan Party Borrowers since the date of the Credit Loan Agreement, (3) a certificate of incumbency for the officers or other authorized agents or partners of the Borrower and each other Loan Party Borrowers executing this Amendment, Amendment and (4) such additional supporting documents as the Administrative Agent or counsel for the Administrative Agent reasonably may request. (e) All documents delivered pursuant to this Amendment must be of form and substance satisfactory to the Administrative Agent and its counsel, and all legal matters incident to this Amendment must be satisfactory to the Administrative Agent’s counsel.

Effectiveness of Amendment. (a) This Third Letter Amendment and the amendments contained herein (this “Amendment”) shall become effective on as of the first date (the “Third Letter Amendment Effective Date”) when on which, and only if, each of the following conditions set forth below precedent shall have been fulfilled to the satisfaction of the Administrative Agentsatisfied: (ai) The Administrative Agent shall have received counterparts of this Amendment, duly Amendment executed and delivered on behalf of by the Borrower, the other Loan PartiesGuarantors, the Administrative Agent and the Lenders. (b) No event shall have occurred and be continuing that constitutes an Event of Defaulteach Lender or, or that would constitute an Event of Default but for the requirement that notice be given or that a period of time elapseas to any Lender, or both. (c) All representations and warranties of the Borrower contained in the Credit Agreement, and all representations and warranties of each other Loan Party in each Loan Document to which it is a party, shall be true and correct in all material respects at the Amendment Effective Date as if made on and as of such Amendment Effective Date. (d) The Borrower shall have delivered to the Administrative Agent (1) certified copies of evidence of all corporate and company actions taken by the Borrower and the other Loan Parties to authorize the execution and delivery of this Amendment, (2) certified copies of any amendments to the articles or certificate of incorporation, bylaws, partnership certificate or operating agreement of the Borrower and each other Loan Party since the date of the Credit Agreement, (3) a certificate of incumbency for the officers or other authorized agents or partners of the Borrower and each other Loan Party executing this Amendment, and (4) such additional supporting documents as the Administrative Agent or counsel for the Administrative Agent reasonably may request. (e) All documents delivered pursuant to this Amendment must be of form and substance advice satisfactory to the Administrative Agent that such Lender has executed this Amendment. (ii) The Administrative Agent shall have received certified copies of the resolutions of the Board of Directors of the Parent Guarantor on its behalf and its counselon behalf of each Loan Party for which it is the ultimate signatory approving the transactions contemplated by this Amendment, and of all legal matters incident documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the transactions under this Amendment must be satisfactory Amendment. (iii) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party (or Responsible Officer of the general partner or managing member of any Loan Party) and of each general partner or managing member (if any) of each Loan Party, dated as of the date hereof, certifying the names and true signatures of the officers of such Loan Party, or of the general partner or managing member of such Loan Party, authorized to sign this Amendment. (iv) All of the fees and expenses of the Administrative Agent (including the reasonable fees and expenses of counsel for the Administrative Agent’s counsel) due and payable on the Third Letter Amendment Effective Date shall have been paid in full.

Effectiveness of Amendment. This Amendment and the amendments contained herein shall become effective on the date (the “Amendment Effective Date”) when each of the conditions set forth below shall have been fulfilled to the satisfaction of the Administrative Agent: (a) The Administrative Agent shall have received counterparts of this Amendment, duly executed and delivered on behalf of the Borrower, the other Loan Parties, the Administrative Agent and the LendersLenders party hereto, the Supplement, duly executed and delivered on behalf of the Borrower, the other Loan Parties, the Administrative Agent and the Lenders party thereto, as well as allonges to the Revolving Credit Notes or amended and restated Revolving Credit Notes and/or new Revolving Credit Notes, in the principal amount of each Revolving Loan Lender’s Revolving Commitment (after giving effect to this Amendment and the Supplement), duly executed by the parties thereto, a Subsidiary Guaranty Supplement executed and delivered by Workforce, and all other Loan Documents or other documents, instruments and certificates required hereby or thereby (collectively, the “Modification Documents”). (b) No After giving effect to this Amendment and the other Modification Documents, no event shall have occurred and be continuing that constitutes a Default or an Event of Default, or that would constitute an Event of Default but for the requirement that notice be given or that a period of time elapse, or both. (c) All representations and warranties of the Borrower contained in the Credit Agreement, and all representations and warranties of each other Loan Party in each Loan Document to which it is a party, shall be true and correct in all material respects (or, if qualified by materiality, in all respects) at the Amendment Effective Date as if made on and as of such Amendment Effective DateDate (except to the extent stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date). (d) The Borrower shall have delivered to the Administrative Agent a certificate of the Secretary or Assistant Secretary of each Loan Party in form and substance reasonably acceptable to the Administrative Agent, (1i) certified attaching and certifying copies of evidence the resolutions of all corporate its boards of directors or comparable authorizations, authorizing the execution, delivery and company actions taken by performance of the Borrower Modification Documents to which it is a party, (ii) attaching and certifying copies of its bylaws or comparable organizational documents (or certifying that such bylaws or organizational documents have not changed since the other copy previously certified to the Administrative Agent in connection with the 2020 Supplement) and (iii) certifying the name, title and true signature of each officer of such Loan Parties Party executing the Modification Documents to authorize which it is a party. (e) The Administrative Agent (or its counsel) shall have received a favorable written opinion of ▇▇▇▇▇ Lovells US LLP, counsel to the execution Loan Parties, and delivery ▇▇▇▇▇▇▇ GPM LLP, local Minnesota counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, this Amendment, (2) certified copies of any amendments to the articles or certificate of incorporation, bylaws, partnership certificate or operating agreement of other Modification Documents and the Borrower transactions contemplated herein and each other Loan Party since the date of the Credit Agreement, (3) a certificate of incumbency for the officers or other authorized agents or partners of the Borrower and each other Loan Party executing this Amendment, and (4) such additional supporting documents therein as the Administrative Agent or counsel for the Administrative Agent Required Lenders shall reasonably may request. (ef) The Administrative Agent (or its counsel) shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, and to the extent requested by the Administrative Agent, in which the chief executive office of each such Person is located and in the other jurisdictions in which such Persons maintain property or do business, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Administrative Agent that the Liens indicated in any such financing statement (or similar document) would be permitted by Section 7.2 of the Credit Agreement or have been or will be contemporaneously released or terminated. (g) The Borrower shall have furnished to the Administrative Agent a Beneficial Ownership Certification. (h) The Borrower shall have delivered to the Administrative Agent a duly completed and executed Compliance Certificate of the Borrower, including pro forma calculations of the financial covenants set forth in Article 6 (other than Section 6.3) hereof as of June 30, 2020, giving effect to the repayment in full of any Indebtedness of Torrens and its Subsidiaries required by the Torrens Acquisition Agreement to be repaid upon the consummation of the Torrens Acquisition and the disbursement of any Revolving Loans as of the Amendment Effective Date. (i) The Borrower shall have paid to the Administrative Agent and Truist Securities and the other Lead Arrangers (as defined in the Fee Letter) the amounts due pursuant to the Fee Letter, and the fees and expenses required pursuant to Section 11 of this Amendment, in each case, as of the Amendment Effective Date. (j) All documents delivered pursuant to this Amendment and the other Modification Documents must be of form and substance satisfactory to the Administrative Agent and its counsel, and all legal matters incident to this Amendment must be reasonably satisfactory to the Administrative Agent’s counsel. (k) Satisfaction of the conditions precedent to effectiveness of the Supplement, in accordance with the terms and conditions set forth therein.

Effectiveness of Amendment. This Amendment and the amendments contained herein shall become effective on the date (the “Amendment Effective Date”) when each of the conditions set forth below shall have been fulfilled to the satisfaction of the Administrative Agent: (a) The Administrative Agent shall have received counterparts of this Amendment, duly executed and delivered on behalf of the Borrower, the other Loan Parties, the Administrative Agent and the Lenders. (b) No event shall have occurred and be continuing that constitutes an Event of Default, or that would constitute an Event of Default but for the requirement that notice be given or that a period of time elapse, or both. (c) All representations and warranties of the Borrower contained in the Credit Agreement, and all representations and warranties of each other Loan Party in each Loan Document to which it is a party, shall be true and correct in all material respects at the Amendment Effective Date as if made on and as of such Amendment Effective Date. (d) The Borrower shall have delivered to the Administrative Agent (1) certified copies of evidence of all corporate and company actions taken by the Borrower and the other Loan Parties to authorize the execution and delivery of this Amendment, (2) certified copies of any amendments to the articles or certificate of incorporation, formation or organization, bylaws, partnership certificate or operating agreement of the Borrower and each other Loan Party since the date of the Credit Agreement, (3) a certificate of incumbency for the officers or other authorized agents agents, members or partners of the Borrower and each other Loan Party executing this Amendment, and (4) such additional supporting documents as the Administrative Agent or counsel for the Administrative Agent reasonably may request. (e) All documents delivered pursuant to this Amendment must be of form and substance satisfactory to the Administrative Agent and its counsel, and all legal matters incident to this Amendment must be satisfactory to the Administrative Agent’s counsel.

Effectiveness of Amendment. This Amendment and the amendments contained herein shall become effective on the date (the “Amendment Effective Date”) when each of the conditions set forth below shall have been fulfilled to the satisfaction of the Administrative Agent: (a) The Administrative Agent shall have received counterparts of this Amendment, duly executed and delivered on behalf of the Borrower, the other Loan Parties, the Administrative Agent Parties and the Lenders, as well as amended and restated Revolving Credit Notes and/or new Revolving Credit Notes, in the principal amount of each Revolving Loan Lender’s Revolving Commitment (after giving effect to this Amendment), duly executed by the parties thereto, and all other Loan Documents or other documents, instruments and certificates required hereby or thereby (collectively, the “Modification Documents”). (b) No After giving effect to this Amendment and the other Modification Documents, no event shall have occurred and be continuing that constitutes a Default or an Event of Default, or that would constitute an Event of Default but for the requirement that notice be given or that a period of time elapse, or both. (c) All representations and warranties of the Borrower contained in the Credit Agreement, and all representations and warranties of each other Loan Party in each Loan Document to which it is a party, shall be true and correct in all material respects (or, if qualified by materiality, in all respects) at the Amendment Effective Date as if made on and as of such Amendment Effective DateDate (except to the extent stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date). (d) The Borrower shall have delivered to the Administrative Agent a certificate of the Secretary or Assistant Secretary of each Loan Party in form and substance reasonably acceptable to the Administrative Agent, (1i) certified attaching and certifying copies of evidence the resolutions of all corporate its boards of directors or comparable authorizations, authorizing the execution, delivery and company actions taken by performance of the Borrower Modification Documents to which it is a party, (ii) attaching and certifying copies of its articles of incorporation or comparable formation documents (or certifying that such articles of incorporation or comparable formation documents have not changed since the other copy previously certified to the Administrative Agent in connection with the Third Amendment), (iii) attaching and certifying copies of its bylaws or comparable organizational documents (or certifying that such bylaws or organizational documents have not changed since the copy previously certified to the Administrative Agent in connection with the Third Amendment), and (iv) certifying the name, title and true signature of each officer of such Loan Parties Party executing the Modification Documents to authorize which it is a party. (e) The Administrative Agent (or its counsel) shall have received a favorable written opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇ US LLP, counsel to the execution Loan Parties, and delivery ▇▇▇▇▇▇▇ GPM LLP, local Minnesota counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, this Amendment, (2) certified copies of any amendments to the articles or certificate of incorporation, bylaws, partnership certificate or operating agreement of other Modification Documents and the Borrower transactions contemplated herein and each other Loan Party since the date of the Credit Agreement, (3) a certificate of incumbency for the officers or other authorized agents or partners of the Borrower and each other Loan Party executing this Amendment, and (4) such additional supporting documents therein as the Administrative Agent or counsel for the Administrative Agent Required Lenders shall reasonably may request. (ef) All documents delivered pursuant The Administrative Agent (or its counsel) shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to this Amendment must be the Loan Parties in the states (or other jurisdictions) of form formation of such Persons, and substance to the extent requested by the Administrative Agent, in which the chief executive office of each such Person is located and in the other jurisdictions in which such Persons maintain property or do business, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Administrative Agent and its counselthat the Liens indicated in any such financing statement (or similar document) would be permitted by Section 7.2 of the Credit Agreement or have been or will be contemporaneously released or terminated. (g) If requested by the Administrative Agent, and all legal matters incident to this Amendment must be satisfactory the Borrower shall have furnished to the Administrative Agent’s counselAgent a Beneficial Ownership Certification. (h) The Borrower shall have paid to the Administrative Agent and Truist Securities and the other Lead Arrangers (as defined in the Sixth Amendment Fee Letter) the amounts due pursuant to the Sixth Amendment Fee Letter, and the fees and expenses required pursuant to Section 11 of this Amendment, in each case, as of the Amendment Effective Date.