Common use of Conditions Precedent to Amendment Clause in Contracts

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “Amendment Effective Date”): (a) Lender shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) Lender shall have received the reaffirmation and consent of each the Guarantors attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantor. (c) After giving effect to this Amendment, the representations and warranties herein, in the Note Agreement, and in the Note 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date). (d) 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 entity against Broker/Dealer, any of the Guarantors, or Lender. (e) No Events of Acceleration or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Lender.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “Amendment Effective Date”): (a) Lender shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) Lender shall have received the reaffirmation and consent of each the Guarantors Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each the Guarantor. (c) After giving effect to this Amendment, the representations and warranties herein, in the Note Agreement, and in the Note 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date). (d) 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 entity against Broker/Dealer, any of the GuarantorsGuarantor, or Lender. (e) No Events of Acceleration or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Lender.

Conditions Precedent to Amendment. The satisfaction or waiver of each of the following shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “Amendment Effective Date”):this Amendment: (a) Lender Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) Lender Agent shall have received the reaffirmation and consent of each the Guarantors Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized officer official of each Guarantor. (c) Agent shall have received copies of The Xxxxxx X. Xxxxxxxxx 2009 Annuity Trust, executed on September 14, 2009, by and among Xxxxxx X. Xxxxxxxxx, as the settler, and Xxx X. Xxxxxxxxxxxx, as the trustee, and The M. Xxxxx Xxxxxxxxx 2009 Annuity Trust, executed on September 14, 2009, by and among M. Xxxxx Xxxxxxxxx, as the settler, and Xxx X. Xxxxxxxxxxxx, as the trustee, and any other documents executed in connection therewith, duly executed and delivered by each party thereto, as in effect on November 5, 2009, which documents shall be in full force and effect and shall in the forms attached as Exhibit C hereto. (d) After giving effect to this Amendment, the representations and warranties herein, in the Note Agreement, herein and in the Note Credit Agreement and the other Loan Documents 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date). (de) 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 entity Governmental Authority against Broker/Dealerany Borrower, any of the GuarantorsGuarantor, Agent, or any Lender. (ef) No Events of Acceleration After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Lender.

Conditions Precedent to Amendment. The satisfaction (or waiver in writing by Agent) of each of the following shall constitute conditions precedent to the effectiveness of this Amendment on the Amendment date hereof (such date being the “Amendment Effective Date”): (a) Lender Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) Lender shall have received the reaffirmation and consent of each the Guarantors attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantor[Reserved]. (c) After 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, Agent, any other member of the Lender Group, or any Bank Product Provider. (d) Borrowers shall have paid, in immediately available funds, all Lender Group Expenses referred to in Section 10 hereof. (e) Other than any representations and warranties that would fail to be true and correct solely as a result of the occurrence and continuance of the Designated Events of Default, after giving effect to this Amendment, the representations and warranties herein, of each Loan Party or its Subsidiaries contained in the Note Agreement, and Credit Agreement or in the Note other Loan Documents 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) on and as of the date hereof, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall continue to 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) as of such earlier date). (df) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, Other than the consummation of the transactions contemplated herein shall have been issued and remain in force by any governmental entity against Broker/Dealer, any of the Guarantors, or Lender. (e) No Designated Events of Acceleration Default, no Default or Event of Default shall have occurred and be continuing or as of the Amendment Effective Date, nor shall either result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Lender.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of the this Amendment (such date being the “Amendment Effective Date”):and each and every provision hereof: (a) Lender Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) Lender Agent shall have received (for the pro-rata benefit of each Lender) an amendment fee from the Borrowers in the amount of $100,000. (c) The Lenders shall have received copies of all financing proposals received by the Borrowers or their Affiliates with respect to the 747 Financing. (d) The Lenders shall have received from the Borrowers an accounting summary of all costs and expenses incurred up to the date hereof in connection with the renovation work on the Designated 747‘s, which summary shall be in such detail as is reasonably satisfactory to the Lenders and shall be certified by the Parent’s chief financial officer pursuant to a certificate in the form attached hereto as Exhibit B. (e) Agent shall have received a Limited Guaranty, in form and substance satisfactory to Agent, duly executed by Xxxxxxx X. Xxxxx, and the same shall be in full force and effect. (f) Agent shall have received that certain Amendment Number One to Aircraft Security Agreement, in form and substance satisfactory to Agent, duly executed by the parties thereto, and the same shall be in full force and effect. (g) Agent shall have received a reaffirmation and consent of each substantially in the Guarantors form attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantor. (ch) After giving effect to this Amendmentthe provisions of Section 3 hereof, the representations and warranties herein, in the Note Agreement, herein and in the Note Loan Agreement and the other Loan Documents 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date). (di) After giving effect to the provisions of Section 3 hereof, no Default or Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein. (j) 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 and effect by any governmental entity Governmental Authority against Broker/Dealerany Borrower, any of the GuarantorsGuarantor, Agent, or any Lender. (e) No Events of Acceleration or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Lender.

Conditions Precedent to Amendment. The satisfaction (or waiver in writing by the Lender) of each of the following shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “Second Amendment Effective Date”): (a) The Lender shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) Lender shall have received the reaffirmation and consent of each the Guarantors attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantor. (c) After giving effect to this Amendment, the representations and warranties contained herein, in the Note Credit Agreement, and in the Note other Loan Documents, in each case 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) on and as of the date hereof, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall continue to be true and correct as of such earlier date). (dc) 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 entity Governmental Authority against Broker/Dealerany Person comprising the Borrower, any of the GuarantorsGuarantor, or the Lender. (ed) No Events of Acceleration Default or Event of Default shall have occurred and be continuing or as of the Second Amendment Effective Date, nor shall either result from the consummation of the transactions contemplated herein. (fe) Pursuant The Borrower shall pay all fees, costs, expenses and taxes then payable pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval Credit Agreement and Sections 7 and 8 of this Amendment. (f) The Lender shall have received, in immediately available funds, the Amendment Fee referred to in Section 8 hereof. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment The Lender shall have been deliveredreceived (i) the Second Amendment Financing Agreement, executedof even date herewith (the “Second Amendment to Term Loan Credit Agreement”), or recorded which amends the Term Loan Credit Agreement and shall be (ii) an amendment to the Intercreditor Agreement, each in form and substance reasonably satisfactory to Lenderthe Lender and duly executed and delivered by the parties thereto.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of the this Amendment (such date being the “Third Amendment Effective Date”): (a) Lender Agent shall have received this Amendment, duly executed and delivered by the parties hereto, and the same shall be in full force and effect. (b) Lender shall have received the reaffirmation and consent of each the Guarantors attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantor. (c) After giving effect to this Amendment, the representations and warranties herein, in the Note Agreement, set forth herein and in the Note Credit Agreement and the other Loan Documents shall be true true, correct and correct complete 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true, correct and complete in all material respects as of such earlier date). (dc) No injunctionAfter giving effect to this Amendment, 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 entity against Broker/Dealer, any of the Guarantors, or Lender. (e) No Events of Acceleration no Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (d) Borrowers shall have paid (or substantially concurrently with the closing of this Amendment will pay) to Agent, all fees, costs, expenses and taxes payable pursuant to Section 17.10 of the Credit Agreement, to the extent requested by Agent in writing prior to the date hereof. (e) Agent shall have received, in immediately available funds, the Amendment Fee referred to in Section 11 hereof (which Amendment Fee shall be for the ratable benefit of WFCF and BofA). (f) Pursuant to Section 19(b) Agent shall have received a certificate from the Secretary of SBS/Bison, dated as of the Note Agreementdate hereof, FINRA attaching true, correct and complete copies of the material Bison Acquisition Documents executed on or prior to the date hereof. Such certificate from the Secretary of SBS/Bison shall have provided certify that (i) the attached documents are true, correct and complete copies of the material Bison Acquisition Documents executed on or prior written approval to the date hereof, and (ii) such documents constitute all of this Amendmentthe material Bison Acquisition Documents executed on or prior to the date hereof. (g) All other documents and legal matters Agent shall have received a certificate of an authorized officer of SBS/Bison, dated as of the date hereof, attesting that there is no (i) litigation, investigation or proceeding (judicial or administrative) pending or, threatened in writing, against any Loan Party by any Governmental Authority arising out of the transactions contemplated by or effected in connection with the Bison Acquisition Documents, or (ii) injunction, writ or restraining order restraining or prohibiting the transactions contemplated by this Amendment the Bison Acquisition Documents. (h) Agent shall have been deliveredreceived letters, executed, or recorded and shall be in form and substance reasonably satisfactory to LenderAgent, from Xxxxx Fargo Bank, N.A. (formerly known as Wachovia Bank, N.A.) and Wachovia Financial Services, Inc. respecting satisfaction of the obligations of Sellers under the Wachovia DIP Facility and the Wachovia Equipment Notes (each as defined in the Bison Asset Purchase Agreement) and releasing all of the liens existing in favor of such Persons in and to the assets of the Sellers; (i) Agent shall have received a joinder agreement duly executed and delivered by SBS/Bison and each other party thereto, along with the other documents, instruments and agreements required thereby, each being in form and substance reasonably satisfactory to Agent, which documents shall be in full force and effect. (j) Agent shall have received a customary opinion of counsel, in form and substance reasonably satisfactory to Agent, with respect to the joinder agreement and related documents executed and delivered by SBS/Bison.

Conditions Precedent to Amendment. The satisfaction of each of the --------------------------------- following on or before, unless otherwise specified below, shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “Amendment Effective Date”): (a) Lender shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect.: (b) Lender a. Foothill shall have received the reaffirmation and consent of each the Guarantors attached hereto as Exhibit A, duly executed and delivered by an the --------- respective authorized officer officials thereof; b. Foothill shall have received all required consents of each Guarantor.Foothill's participants in the Obligations to Foothill's execution, delivery, and performance of this Amendment; (c) After giving effect to c. The representations and warranties in this Amendment, the representations and warranties herein, in the Note AgreementAgreement as amended by this Amendment, and in the Note other Loan Documents 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date).; (d) d. No Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein; e. 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 entity authority against Broker/DealerBorrower, Foothill, or any of the Guarantors, or Lender.their Affiliates; (e) No Events of Acceleration or Event of Default f. The Collateral shall not have occurred and be continuing or shall result declined materially in value from the consummation values set forth in the most recent appraisals of the transactions contemplated herein.field examinations previously done by Foothill; (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) g. All other documents and legal matters in connection connections with the transactions contemplated by this Amendment shall have been delivered, executed, delivered or executed or recorded and shall be in form and substance reasonably satisfactory to LenderFoothill and its counsel.

Conditions Precedent to Amendment. The satisfaction (or waiver in writing by Agent and Required Lenders) of each of the following shall constitute conditions precedent to the effectiveness of the this Amendment No. 3 (such date being the “Amendment Effective Date”): (a) Lender Agent shall have received this AmendmentAmendment No. 3, duly executed by the parties hereto, and the same shall be in full force and effect. (b) Lender Agent shall have received a copy of that certain Limited Waiver, Joinder and Amendment Number Two to Credit Agreement, dated as of the date hereof, by and among the Borrowers, the other loan parties party thereto, the lenders party thereto and GACP, as administrative agent, and the same shall be in full force and effect. (c) Agent shall have received the reaffirmation Amended and consent Restated ABL Security Agreement, by and among the Grantors (as defined therein) and Agent, dated as of each the Guarantors attached hereto as Exhibit Adate hereof, duly executed by the parties thereto, and delivered by an authorized officer of each Guarantorthe same shall be in full force and effect. (cd) [reserved] (e) After giving effect to this AmendmentAmendment No. 3, with respect to Global Parent and its Subsidiaries, the representations and warranties contained herein, in the Note Credit Agreement, and in the Note other Loan Documents, in each case, 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 as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties are true and correct in all respects subject to such qualification) on and as of the date hereof, to the same extent as though made on such and as of the date (hereof, except to the extent that such representations and warranties specifically relate solely to an earlier date), in which case such representations and warranties shall have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date. (df) 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 entity against Broker/Dealer, any of the Guarantors, or Lender. (e) No Events of Acceleration or Event of Default shall have event has occurred and be is continuing or shall would result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) herein that would constitute a Default or Event of the Note Agreement, FINRA shall have provided prior written approval of this AmendmentDefault. (g) All Agent shall have received (i) a certificate as to the good standing of each of the Liberty Tax Entities as of a recent date, from such Secretary of State or similar Governmental Authority; (ii) a certificate of the Secretary or other documents officer of each Liberty Tax Entity dated the Amendment Effective Date and legal matters certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Liberty Tax Entity as in effect on the Amendment Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Liberty Tax Entity on the Amendment Effective Date, which authorize the execution, delivery and performance, as applicable, of the Loan Documents and the applicable amendments and joinders thereto, and, in the case of the Borrowers, the borrowings thereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that attached thereto is a true and complete copy of the certificate or articles of incorporation or organization of each Liberty Tax Entity as in effect on the Amendment Effective Date and that such certificate or articles of incorporation have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection with herewith on behalf of such Liberty Tax Entity countersigned by another officer as to the transactions contemplated by this Amendment incumbency and specimen signature of the Secretary or other officer executing the certificate pursuant to clause (ii) above. (h) In order to create in favor of Agent, for the benefit of Secured Parties, a valid, perfected security interest in personal property Collateral, Agent shall have received: i. evidence satisfactory to the Agent of the compliance by each of the Liberty Tax Entities of its obligations under the Collateral Documents to which it is a party (including, without limitation, its obligations to authorize or execute, as the case may be, and deliver UCC financing statements, originals of securities, instruments and chattel paper, and any agreements governing deposit and/or securities accounts as provided therein), together with (A) appropriate financing statements on Form UCC 1 duly filed in such office or offices as may be necessary or, in the opinion of Agent, desirable to perfect the security interests purported to be created by each Collateral Document, and (B) evidence satisfactory to Agent of the filing of such UCC 1 financing statements, ii. subject to Section 8(c) below, evidence satisfactory to the Agent that original certificates (if any) with respect to all of the Capital Stock issued by each of the Liberty Tax Entities, together with undated powers executed in blank with respect thereto (provided, that any such certificates issued by any Person other than the Liberty Tax Entities shall only be required to be delivered on the date hereof to the extent timely received after using commercially reasonable efforts to obtain them) have been delivereddelivered to Term Collateral Agent (as defined in the Intercreditor Agreement), executedand iii. a completed Perfection Certificate Supplement, or recorded dated the date hereof and executed by an Authorized Officer of each of the Borrowers, together with all attachments contemplated thereby. (i) Lenders and their respective counsel shall be have received executed copies of the favorable written opinions of counsel for the Loan Parties (other than for the Loan Parties organized under the laws of the state of Florida and the Loan Parties organized under the province of Ontario), as to such matters as Agent may reasonably request, dated as of the date hereof and otherwise in form and substance reasonably satisfactory to LenderAgent (and such counsel is hereby instructed to deliver such opinion to Lenders). (j) On the Amendment Effective Date, Agent shall have received a solvency certificate of the chief executive officer, chief operating officer or chief financial officer of the Lead Borrower substantially in the form of Exhibit F-2 of the Credit Agreement, dated as of the Amendment Effective Date and addressed to the Agent and Lenders. (k) Agent shall have received (i) copy of a duly executed payoff letter (“Payoff Letter”), in form and substance satisfactory to Agent, executed by CIBC Bank USA and acknowledged by Liberty Borrower and each other Liberty Tax Entity party thereto, together with (A) copies of UCC-3 termination statements or other appropriate termination statements, each in form and substance satisfactory to Agent, to be filed on or before the Amendment Effective Date and (B) any other releases, terminations or other documents reasonably required by Agent to evidence the payoff of Indebtedness owed by Liberty Borrower to CIBC Bank USA and (ii) evidence that Liberty Borrower’s obligations under the credit facility with CIBC Bank USA has been paid in full and all other Liens on assets of Liberty Borrower or any other Liberty Tax Entities party to such credit facility are or will be released and terminated in accordance with the Payoff Letter. (l) Lead Borrower shall pay substantially concurrently with the closing of the transactions evidenced by this Amendment No. 3, all fees, costs, expenses and taxes then payable pursuant to the Credit Agreement and Section 7 of this Amendment No. 3.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of the this Amendment (such date upon which such conditions are all satisfied, being the “Seventh Amendment Effective Date”): (a) Lender Agent shall have received this Amendment, duly executed and delivered by the parties hereto, and the same shall be in full force and effect. (b) Lender shall have received the reaffirmation and consent of each the Guarantors attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantor. (c) After giving effect to this Amendment, the representations and warranties herein, in the Note Agreement, set forth herein and in the Note Credit Agreement and the other Loan Documents shall be true true, correct and correct complete 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true, correct and complete in all material respects as of such earlier date). (dc) No injunctionAfter giving effect to this Amendment, 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 entity against Broker/Dealer, any of the Guarantors, or Lender. (e) No Events of Acceleration no Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (fd) Pursuant to Section 19(b) of the Note Agreement, FINRA Agent shall have provided prior written approval of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been deliveredreceived letters, executed, or recorded and shall be in form and substance reasonably satisfactory to LenderAgent, from Bank of North Georgia and Bank of North GA div Synovus Bank, respecting satisfaction of all indebtedness and obligations of Seller to such Person secured by liens on the assets acquired pursuant to the TBS Group Acquisition and releasing all of the liens existing in favor of such Person in and to such assets acquired pursuant to the TBS Group Acquisition (the “Bank of North Georgia Payoff Letter”). (e) Agent shall have received a joinder agreement duly executed and delivered by Acquisition Co. and each other party thereto, along with the other documents, instruments and agreements required thereby (collectively, the “Joinder Documents”), each being in form and substance reasonably satisfactory to Agent, which documents shall be in full force and effect. (f) No Event of Default shall have occurred and be continuing or would result from the consummation of the TBS Group Acquisition and the TBS Group Acquisition is consensual.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of the this Amendment (such date being the “Amendment Effective Date”):and each and every provision hereof: (a) Lender shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) Lender shall have received the a reaffirmation and consent of each substantially in the Guarantors form attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantor. (c) After giving effect Lender shall have received an amendment fee in the amount of $20,000, which amount Borrower authorizes Lender to this Amendment, charge to the Loan Account. (d) The representations and warranties herein, in the Note Agreement, herein and in the Note Loan Agreement and the other Loan Documents 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date). (de) No Default or Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein. (f) 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 entity Governmental Authority against Broker/DealerBorrower, any of the GuarantorsGuarantor, or Lender. (e) No Events of Acceleration or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Lender.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “Amendment Effective Date”):this Amendment: (a) Lender shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) Lender Foothill shall have received the reaffirmation and consent of each the Guarantors attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantor.; (cb) After giving effect to The representations and warranties in this Amendment, the representations and warranties herein, in the Note AgreementAgreement as amended by this Amendment, and in the Note other Loan Documents 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date).; (c) No Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein; (d) 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 entity authority against Broker/Dealer, any of the Guarantors, Borrower or Lender.Foothill; and (e) No Events of Acceleration or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, delivered or executed or recorded and shall be in form and substance reasonably satisfactory to LenderFoothill and its counsel.

Conditions Precedent to Amendment. The satisfaction of each of the following following, unless waived or deferred by Agent in its sole discretion, shall constitute conditions precedent to the effectiveness of the this Amendment (such date being the “Amendment Effective Date”):and each and every provision hereof: (a) Lender Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) Lender Agent shall have received the a reaffirmation and consent of each substantially in the Guarantors form attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantor. (c) After giving effect to The representations and warranties in this Amendment, the representations Loan Agreement and warranties herein, in the Note Agreement, and in the Note other Loan Documents 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date). (d) After giving effect to this Amendment, no Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein. (e) 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 entity Governmental Authority against Broker/DealerBorrower, Holdings, Agent or any Lender, or any of the Guarantors, or Lender. (e) No Events of Acceleration or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated hereintheir respective Affiliates. (f) Pursuant to Section 19(b) Agent shall have received an amendment fee in the amount of $300,000, which amount the Obligors authorize Agent, for the benefit of the Note AgreementLenders, FINRA to charge to the Loan Account; provided that if the Obligors terminate the Loan Agreement and pay the Obligations in full (including providing cash collateral to Agent, for the benefit of the Lender Group, in an amount equal to 105% of the maximum amount of the Lender Group's obligations under outstanding Letters of Credit or causing such Letters of Credit to be returned to Agent) on or before January 31, 2003, Agent shall have provided prior written approval refund $100,000 of this Amendmentsuch fee to the Obligors. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment Agent shall have been delivered, executed, or recorded and shall be received an opinion of Obligors' counsel in form and substance reasonably satisfactory to LenderAgent in its Permitted Discretion. (h) The Obligors shall have complied with the following with respect to the Additional Properties: (1) Agent shall have received Mortgages with respect to the , Additional Properties, in form and substance satisfactory to Agent, duly executed, and each such Mortgage shall be in full force and effect. (2) Agent shall have received real estate appraisals, in form and substance, and from real estate appraisers, satisfactory to Agent with respect to each of the Additional Properties. (3) Agent shall have received title reports and title insurance policies, in form and substance, and from title companies, satisfactory to Agent with respect to each of the Additional Properties. (4) Agent shall have received such environmental reports with respect to each of the Additional Properties, and the environmental consultants retained for such reports, the scope of the reports, and the results of the reports shall be satisfactory to Agent, in its Permitted Discretion.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of this Amendment and each and every provision hereof, and this Amendment shall be effective as of the Amendment (date upon which such date being the “Amendment Effective Date”):conditions precedent shall be satisfied: (a) Lender Administrative Agent shall have received this Amendment, duly executed by the parties heretoBorrower, the Administrative Agent, and the Required Lenders, and the same shall be in full force and effect. (b) Lender Administrative Agent shall have received the a reaffirmation and consent of each substantially in the Guarantors form attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Subsidiary Guarantor. (c) After giving effect to this Amendment, the The representations and warranties herein, in the Note Agreement, herein and in the Note Credit Agreement and the other Loan Documents 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) on and as of the date hereof, as though made on such date (except or, to the extent that such representations and warranties relate solely to an earlier date, on and as of such earlier date). (d) No Default or Event of Default shall have occurred and be continuing on the date hereof, nor shall immediately result from the consummation of the transactions contemplated herein. (e) 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 and effect by any governmental entity Governmental Authority against Broker/DealerBorrower, any of the GuarantorsSubsidiary Guarantor, Administrative Agent, or any Lender. (e) No Events of Acceleration or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Lender.

Conditions Precedent to Amendment. The Section 2 of this Amendment, and Lender’s obligations with respect to the Second Amendment Loan, shall be effective as of August 31, 2014 (the “Effective Date”), upon satisfaction of each of the following shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “Amendment Effective Date”):precedent: (a) Lender shall have received this Amendment, duly executed and delivered by the parties hereto, and the same shall be in full force and effect. (b) Lender shall have received an original amended and restated Promissory Note in the reaffirmation and consent form of each the Guarantors Exhibit A attached hereto as Exhibit Ahereto, duly executed and delivered by an authorized officer of each GuarantorBorrower, and the same shall be in full force and effect. (c) Lender shall have received a fully executed copy of an amendment to the First Lien Credit Agreement and the same shall be (i) in form and substance satisfactory to Lender, and (ii) in full force and effect. (d) Lender shall have received a fully executed copy of an amendment to the Intercreditor Agreement and the same shall be (i) in form and substance satisfactory to Lender, and (ii) in full force and effect. (e) Lender shall have received the fees and expenses described in Section 5 hereof. (f) After giving effect to this Amendment, the representations and warranties herein, in the Note Agreement, herein and in the Note Credit Agreement and the other Loan Documents shall be true true, correct and correct complete 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true, correct and complete in all material respects as of such earlier date). (dg) 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 entity Governmental Authority against Broker/DealerBorrower, any of the GuarantorsSubsidiary Guarantor, or Lender. (eh) No Events of Acceleration After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Lender.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of the this Amendment (such date being the “Amendment Effective Date”):and each and every provision hereof: (a) Lender shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) Lender shall have received the a reaffirmation and consent of each substantially in the Guarantors form attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantor. (c) After giving effect Each condition set forth in Section 3 to this Amendment, the that certain Amendment Number Five to Amended and Restated Loan Agreement between Lender and Borrower shall have been satisfied in Lender’s sole and absolute determination. (d) The representations and warranties herein, in the Note Agreement, herein and in the Note Loan Agreement and the other Loan Documents 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date). (de) No Default or Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein. (f) 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 entity Governmental Authority against Broker/DealerBorrower, any of the GuarantorsGuarantor, or Lender. (e) No Events of Acceleration or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Lender.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “Amendment Effective Date”):this Amendment: (a) Lender Foothill shall have received this Amendment, duly executed by an amendment fee (the parties hereto, and the same shall be “Sixth Amendment Fee”) in full force and effectan amount equal to $10,000. (b) Lender Foothill shall have received the reaffirmation and consent of each the Guarantors attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantor.; (c) After giving effect to The representations and warranties in this Amendment, the representations Agreement as amended by this Amendment and warranties herein, in the Note Agreementany other amendments thereto, and in the Note other Loan Documents 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date).; (d) No Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein; (e) 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 entity authority against Broker/Dealer, any of the Guarantors, Borrower or Lender. (e) No Events of Acceleration or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein.Foothill; and (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, delivered or executed or recorded and shall be in form and substance reasonably satisfactory to LenderFoothill and its counsel.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “Tenth and Fourth Amendment Effective Date”): (a) Lender Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) Lender Agent shall have received the reaffirmation and consent of each the Guarantors Guarantor attached hereto as Exhibit AC, duly executed and delivered by an authorized officer of each Guarantor. (c) After giving effect to this Amendment, the representations and warranties herein, in the Note Agreement, herein and in the Note Credit Agreement and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that are already are qualified or modified by materiality in the text thereof) on and as of the date hereof, hereof as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date). (d) No injunctionlitigation, writinquiry, restraining orderother action or proceeding (governmental or otherwise), or injunction or other restraining 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 entity against Broker/Dealerbe pending or, any of to Borrower’s knowledge, overtly threatened that could reasonably be expected to have: (i) a material adverse effect on Borrower’s ability to repay the Guarantors, Loans or Lender(ii) a Material Adverse Effect on Borrower. (e) No Events After giving effect to this Amendment, no Event of Acceleration Default or Unmatured Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to LenderAgent.

Conditions Precedent to Amendment. The satisfaction (or waiver in writing by Agent) of each of the following shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “"Twenty-Second Amendment Effective Date”"): (a) Lender The Twenty-Second Amendment Effective Date shall occur on or prior to November 8, 2016. (b) Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (bc) Lender Agent shall have received a letter agreement, in form and substance satisfactory to Agent, duly executed by Agent, Lenders, and certain holders of the reaffirmation Senior Notes. (d) Agent shall have received a direction letter pertaining to the payment of proceeds of certain of the Revolving Loans advanced on November 8, 2016, in form and consent of each the Guarantors attached hereto as Exhibit Asubstance satisfactory to Agent, duly executed and delivered by an authorized officer of each Guarantorthe Borrowers. (ce) After giving effect to this Amendment, the The representations and warranties herein, in the Note Agreement, herein and in the Note Credit Agreement and the other Loan Documents as amended hereby shall be true true, correct and correct complete 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true, correct and complete in all material respects as of such earlier date). (df) No Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (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 entity Governmental Authority against Broker/Dealerany Loan Party, any of the GuarantorsAgent, or any Lender. (eh) No Events of Acceleration or Event of Default Borrowers shall have occurred and be continuing or shall result from pay concurrently with the consummation closing of the transactions contemplated herein. (f) Pursuant evidenced by this Amendment, all fees, costs, expenses and taxes then payable pursuant to the Credit Agreement and Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval 6 of this Amendment. (gi) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to LenderAgent.

Conditions Precedent to Amendment. The satisfaction (or waiver in writing by the Administrative Agent) of each of the following shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “First Amendment Effective Date”): (a) Lender [Reserved]. (b) The Administrative Agent shall have received (i) this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect; and (ii) the reaffirmation and consent of each Guarantor attached hereto as Exhibit A, duly executed by the parties hereto, and the same shall be in full force and effect. (b) Lender shall have received the reaffirmation and consent of each the Guarantors attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantor. (c) After giving effect to this Amendment, the representations and warranties contained herein, in the Note Credit Agreement, and in the Note other Loan Documents, in each case, 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) on and as of the date hereofFirst Amendment Effective Date; provided, as though made on such date (except that, to the extent that such representations and warranties relate solely specifically refer to an earlier date), they shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (d) 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 entity against Broker/Dealer, any of the Guarantors, or Lender[Reserved]. (e) No Events of Acceleration Default or Event of Default shall have occurred and be continuing or as of the First Amendment Effective Date, nor shall either result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) Borrower shall pay concurrently with the closing of the Note Agreementtransactions evidenced by this Amendment, FINRA shall have provided prior written approval all fees, costs, expenses and taxes then payable pursuant to the Credit Agreement and Section 6 of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment ; provided, however, that an invoice of any fees or expenses shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory presented to Lenderthe Loan Parties no less than two (2) Business Days prior to the First Amendment Effective Date.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of the this Amendment (such date being the “Amendment Effective Date”):and each and every provision hereof: (a) Lender shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) Lender shall have received the a reaffirmation and consent of each substantially in the Guarantors form attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantor. (c) After giving effect Lender shall have received an amendment fee in the amount of $15,000, which amount Borrower authorizes Lender to this Amendment, charge to the Loan Account. (d) The representations and warranties herein, in the Note Agreement, herein and in the Note Loan Agreement and the other Loan Documents 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date). (de) No Default or Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein. (f) 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 entity Governmental Authority against Broker/DealerBorrower, any of the GuarantorsGuarantor, or Lender. (e) No Events of Acceleration or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Lender.

Conditions Precedent to Amendment. The satisfaction of each of the following following, on or before the First Amendment Closing Deadline, unless waived or deferred by Foothill in its sole discretion, shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “Amendment Effective Date”):this Amendment: (a) Lender a. Foothill shall have received this Amendmenta fee payable in connection with the extension of the Requested Overadvance from October 17, duly executed by 1997 through October 31, 1997 in the parties hereto, and the same shall be in full force and effectamount of $315,000.00. (b) Lender b. Foothill shall have received a Line Increase Fee payable in connection with the increase in the Maximum Amount as provided for in the Agreement in the amount of $18,194.44. c. Each of the Guarantors shall have executed and delivered a Guaranty Reaffirmation and Consent in form and substance satisfactory to Foothill; d. Foothill shall have received the reaffirmation and consent of each of its Participants in the Guarantors attached hereto secured credit facilities extended to Borrower under the Agreement to the Line Increase and to the incorporation of the principal outstanding under the Requested Overadvance as Exhibit A, duly executed Outstandings under the Agreement as amended hereby; e. The representations and delivered by an authorized officer of each Guarantor. (c) After giving effect to warranties in this Amendment, the representations and warranties herein, in the Note AgreementAgreement as amended by this Amendment, and in the Note other Loan Documents 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date).; (d) f. No Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein; 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 entity authority against Broker/Dealer, any of the Guarantors, Borrower or Lender.Foothill; and (e) No Events of Acceleration or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) h. All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, delivered or executed or recorded and shall be in form and substance reasonably satisfactory to LenderFoothill and its counsel.

Conditions Precedent to Amendment. The satisfaction (or waiver in writing by the Lender) of each of the following shall constitute conditions precedent to the effectiveness of the this Amendment (such date being the “Amendment Effective Date”): (a) the Lender shall have received received: (i) this AmendmentAmendment and Consent No. 2, in each case, duly executed by the parties heretopartieshereto, and the same shall be in full force and effect.; (ii) payment of the Amendment No. 4 and Consent No. 2 Amendment Fee in cash; and (iii) payment of the Maturity Extension Fee in cash; (b) Substantially concurrently with the closing of this Amendment, the Borrower shall prepay the “Obligations” (as defined in the Credit Agreement) under the Credit Agreement in an amount equal to $72,087.36 (including any applicable prepayment premium or other charges), in each case, in compliance with the provisions of the Credit Agreement and the Subordination Agreement; (c) the Lender shall have received all documents and instruments that Xxxxxx has then reasonably requested, in addition to those described in this Section 5. All such additional documents and instruments shall be reasonably satisfactory to Lender in form, substance and date; (d) The Lender shall have received all interest subject to the reaffirmation and consent Interest Payment Extension on the Amendment Effective Date, calculated as giving effect to the transactions contemplated by this Amendment (including the revision to the definition of each the Guarantors attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantor“Accrued Interest”). (ce) After after giving effect to the transactions contemplated by this Amendment, the no event shall have occurred and be continuing that would constitute an Event of Default; (f) all representations and warranties herein, made by Borrower or any other party in the Note Agreement, and in the Note any Loan Document shall be true and correct in all material respects (except that such without duplication of any materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofcontained therein) on and as of time of the date hereof, effectiveness hereof as though if such representations and warranties had been made on such date as of the time of the effectiveness hereof (except to the extent that any such representations representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and warranties relate solely to an earlier correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (d) 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 entity against Broker/Dealer, any of the Guarantors, or Lender. (e) No Events of Acceleration or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment.; and (g) All other documents and legal matters Borrower shall have paid, in connection with the transactions contemplated by this Amendment shall have been deliveredsuch Loan Documents, executedall reasonable and documented fees and reimbursements to be paid to Lender pursuant to any Loan Documents, or recorded otherwise due Lender and shall be in form including the reasonable and substance reasonably satisfactory to Lenderdocumented fees, expenses, and disbursements of Holland & Knight LLP.

Conditions Precedent to Amendment. The satisfaction of each of --------------------------------- the following following, on or before January 24, 2000, shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “Amendment Effective Date”):this Amendment: (a) Lender Foothill shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect.Borrower; (b) Lender shall have received the reaffirmation The representations and consent of each the Guarantors attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantor. (c) After giving effect to warranties in this Amendment, the representations and warranties herein, in the Note AgreementAgreement as amended by this Amendment, and in the Note other Loan Documents 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date).; (c) Foothill shall have received a Reaffirmation and Consent, in the form of Exhibit A attached hereto and incorporated herein by this reference, --------- duly executed by Holdings; (d) No Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein; (e) 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 entity authority against Broker/Dealer, any of the Guarantors, Borrower or Lender. (e) No Events of Acceleration or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein.Foothill; (f) Pursuant to Section 19(b) of the Note Agreement, FINRA Foothill shall have provided prior written approval received an amendment fee of $25,000, which fee shall be fully earned and non-refundable when paid, and shall be charged directly to Borrower's Loan Account immediately upon execution of this Amendment.; and (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, delivered or executed or recorded and shall be in form and substance reasonably satisfactory to LenderAgent and its counsel.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of the this Amendment (such date being the “Amendment Effective Date”): (a) Lender Administrative Agent shall have received (i) this Amendment, Amendment duly executed by the parties hereto, and the same shall be in full force and effect, and (ii) such other documents as Administrative Agent may reasonably require under any other Section of this Amendment or otherwise. (b) Lender shall have received the reaffirmation and consent of each the Guarantors attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantor. (c) After giving effect to this Amendment, the representations and warranties contained herein, in the Note Credit Agreement, and in the Note other Loan Documents, in each case shall be true and correct in all material respects respects, except (except i) for any representation and warranty that such materiality qualifier shall not be applicable to any representations and warranties that already are is qualified or modified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in the text thereof) all respects, on and as of the date hereof, as though made on such date Amendment Effective Date (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects as of such earlier date) and (ii) that for purposes of this Section 3(b), the extent that such representations and warranties relate solely contained in Section 6.16 of the Credit Agreement shall be deemed to an earlier date)refer to the most recent financial statements furnished prior to the Amendment Effective Date or pursuant to Section 7.1(a) and Section 7.1(b) of the Credit Agreement. (dc) 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 entity against Broker/Dealer, any of the Guarantors, or Lender. (e) No Events of Acceleration Default or Event of Default shall have occurred and be continuing or continuing. (d) Borrower shall result from pay concurrently with the consummation closing of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated evidenced by this Amendment shall have been deliveredall fees, executedcosts, or recorded expenses and shall be in form taxes then payable pursuant to the Credit Agreement and substance reasonably satisfactory to LenderSection 5 hereof.

Conditions Precedent to Amendment. The satisfaction of each of the following following, unless waived or deferred by Lender in its sole discretion, shall constitute conditions precedent to the effectiveness of the this Amendment (such date being the “Amendment Effective Date”):and each and every provision hereof: (a) Lender shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) Lender shall have received the reaffirmation and consent of each the Guarantors attached hereto as Exhibit AIntercompany Subordination Agreement, duly executed by each of the parties thereto, and delivered by an authorized officer of each Guarantorthe same shall be in full force and effect. (c) After giving effect to The representations and warranties in this Amendment, the representations and warranties herein, in the Note AgreementLoan Agreement as amended by this Amendment, and in the Note other Loan Documents 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date). (d) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein. (e) 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 entity Governmental Authority against Broker/Dealer, any of the Guarantors, Borrower or Lender. (e) No Events of Acceleration or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Lender.

Conditions Precedent to Amendment. The satisfaction (or waiver in writing by Agent and Required Lenders) of each of the following shall constitute conditions precedent to the effectiveness of the this Amendment No. 2 (such date being the “Amendment Effective Date”): (a) Lender Agent shall have received this AmendmentAmendment No. 2, duly executed by the parties hereto, and the same shall be in full force and effect. (b) Lender Agent shall have received a copy of that certain Joinder and Amendment Number Three to ABL Credit Agreement, dated as of the date hereof, by and among the Borrowers, the other loan parties party thereto, the lenders party thereto and GACP, as agent, and the same shall be in full force and effect. (c) Agent shall have received the reaffirmation Consolidated, Supplemented, Amended and consent Restated Security Agreement, by and among the Grantors (as defined therein) and Kayne Solutions Fund, L.P., a Delaware limited partnership, as the Collateral Agent, dated as of each the Guarantors attached hereto as Exhibit Adate hereof, duly executed by the parties thereto, and delivered by an authorized officer of each Guarantorthe same shall be in full force and effect. (cd) Agent shall have received signed signature pages or joinders, as applicable, to the Term Notes from each of the Liberty Tax Entities. (e) After giving effect to this AmendmentAmendment No. 2, with respect to Global Parent and its Subsidiaries, the representations and warranties contained herein, in the Note Credit Agreement, and in the Note other Loan Documents, in each case, 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 as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties are true and correct in all respects subject to such qualification) on and as of the date hereof, to the same extent as though made on such and as of the date (hereof, except to the extent that such representations and warranties specifically relate solely to an earlier date), in which case such representations and warranties shall have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date. (df) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, Other than the consummation of the transactions contemplated herein shall have been issued and remain in force by any governmental entity against Broker/Dealer, any of the Guarantors, or Lender. (e) No Events of Acceleration or Specified Event of Default shall have Default, no event has occurred and be is continuing or shall would result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) herein that would constitute a Default or Event of the Note Agreement, FINRA shall have provided prior written approval of this AmendmentDefault. (g) All Agent shall have received (i) a certificate as to the good standing of each of the Liberty Tax Entities as of a recent date, from such Secretary of State or similar Governmental Authority; (ii) a certificate of the Secretary or other documents officer of each Liberty Tax Entity dated the Amendment Effective Date and legal matters certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Liberty Tax Entity as in effect on the Amendment Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Liberty Tax Entity on the Amendment Effective Date, which authorize the execution, delivery and performance, as applicable, of the Loan Documents and the applicable amendments and joinders thereto, and, in the case of the Borrowers, the borrowings thereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that attached thereto is a true and complete copy of the certificate or articles of incorporation or organization of each Liberty Tax Entity as in effect on the Amendment Effective Date and that such certificate or articles of incorporation have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection with herewith on behalf of such Liberty Tax Entity countersigned by another officer as to the transactions contemplated by this Amendment incumbency and specimen signature of the Secretary or other officer executing the certificate pursuant to clause (ii) above. (h) In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid, perfected security interest in personal property Collateral, Collateral Agent shall have been deliveredreceived: i. evidence satisfactory to Collateral Agent of the compliance by each of the Liberty Tax Entities of its obligations under the Collateral Documents to which it is a party (including, executedwithout limitation, its obligations to authorize or recorded execute, as the case may be, and deliver UCC financing statements, originals of securities, instruments and chattel paper, and any agreements governing deposit and/or securities accounts as provided therein), together with (A) appropriate financing statements on Form UCC 1 duly filed in such office or offices as may be necessary or, in the opinion of Collateral Agent, desirable to perfect the security interests purported to be created by each Collateral Document, and (B) evidence satisfactory to Agent of the filing of such UCC 1 financing statements, ii. subject to Section 8(c) below, original certificates (if any) with respect to all of the Capital Stock issued by each of the Liberty Tax Entities, together with undated powers executed in blank with respect thereto (provided, that any such certificates issued by any Person other than the Liberty Tax Entities shall only be required to be delivered on the date hereof to the extent timely received after using commercially reasonable efforts to obtain them), and iii. a completed Perfection Certificate Supplement, dated the date hereof and executed by an Authorized Officer of each of the Borrowers, together with all attachments contemplated thereby. (i) Lenders and their respective counsel shall have received executed copies of the favorable written opinions of counsel for the Loan Parties (other than for the Loan Parties organized under the laws of the state of Florida and the Loan Parties organized under the province of Ontario), as to such matters as Agent may reasonably request, dated as of the date hereof and otherwise in form and substance reasonably satisfactory to LenderAgent (and such counsel is hereby instructed to deliver such opinion to Lenders). (j) On the Amendment Effective Date, Agent shall have received a solvency certificate of the chief executive officer, chief operating officer or chief financial officer of the Lead Borrower substantially in the form of Exhibit F-2 of the Credit Agreement, dated as of the Amendment Effective Date and addressed to the Agent and Lenders. (k) Agent shall have received (i) copy of a duly executed payoff letter (“Payoff Letter”), in form and substance satisfactory to Agent, executed by CIBC Bank USA and acknowledged by Liberty Borrower and each other Liberty Tax Entity party thereto, together with (A) copies of UCC-3 termination statements or other appropriate termination statements, each in form and substance satisfactory to Agent, to be filed on or before the Amendment Effective Date and (B) any other releases, terminations or other documents reasonably required by Agent to evidence the payoff of Indebtedness owed by Liberty Borrower to CIBC Bank USA and (ii) evidence that Liberty Borrower’s obligations under the credit facility with CIBC Bank USA has been paid in full and all other Liens on assets of Liberty Borrower or any other Liberty Tax Entities party to such credit facility are or will be released and terminated in accordance with the Payoff Letter. (l) Lead Borrower shall pay substantially concurrently with the closing of the transactions evidenced by this Amendment No. 2, all fees, costs, expenses and taxes then payable pursuant to the Credit Agreement and Section 7 of this Amendment No. 2.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of the this Amendment (such date being the “Amendment Effective Date”):and each and every provision hereof: (a) Lender Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) Lender Agent shall have received the a reaffirmation and consent of each substantially in the Guarantors form attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantor. (c) After giving effect Agent shall have received payment from Borrower of all unreimbursed costs and expenses that are payable under the Credit Agreement, including without limitation the outstanding fees and expenses of Paul, Hastings, Xxxxxxxx & Xxxxxx LLP in an amount equal to this Amendment, the $10,800.00. (d) The representations and warranties herein, in the Note Agreement, herein and in the Note Credit Agreement and the other Loan Documents 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date). (de) No Default or Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein. (f) 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 entity Governmental Authority against Broker/DealerBorrower, any of the GuarantorsGuarantor, Agent, or any Lender. (e) No Events of Acceleration or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Lender.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of the this Amendment (such date being the “Amendment Effective Date”):and each and every provision hereof: (a) Lender The Collateral Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) Lender The Collateral Agent shall have received the reaffirmation and consent of each the Guarantors Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantor. (c) The Borrower shall pay concurrently with the closing of the transactions evidenced by this Amendment, all fees, costs, expenses and taxes then payable pursuant to Section 2.06 (including the fees due and payable under the Fee Letter, if any) or 12.04 (including the attorneys fees of the Agents incurred in connection with this Amendment) of the Financing Agreement. (d) After giving effect to this Amendment, the representations and warranties herein, in the Note Agreement, herein and in the Note Financing Agreement and the other Loan Documents 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date). (de) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on the date hereof. (f) 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 entity Governmental Authority against Broker/Dealerthe Borrower, any of the GuarantorsAgent, or any Lender. (e) No Events of Acceleration or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Lender.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “Fifth Amendment Effective Date”): (a) Lender Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) Lender Agent shall have received the reaffirmation and consent of each the Guarantors Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantor. (c) After giving effect to this Amendment, the representations and warranties herein, in the Note Agreement, herein and in the Note Credit Agreement and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that are already are qualified or modified by materiality in the text thereof) on and as of the date hereof, hereof as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date). (d) No injunctionlitigation, writinquiry, restraining orderother action or proceeding (governmental or otherwise), or injunction or other restraining 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 entity against Broker/Dealerbe pending or, any of to Borrower’s knowledge, overtly threatened that could reasonably be expected to have: (i) a material adverse effect on Borrower’s ability to repay the Guarantors, Loans or Lender(ii) a Material Adverse Effect on Borrower. (e) No Events After giving effect to this Amendment, no Event of Acceleration Default or Unmatured Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to LenderAgent.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of the this Amendment (such date being the “Amendment Effective Date”):and each and every provision hereof: (a) Lender Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect.; (b) Lender Agent shall have received a copy of all necessary consents of shareholders of Borrower and other third parties with respect to the subject matter this Amendment and the other documents being executed in connection herewith; (c) Agent shall have received a Warrant Purchase Agreement in the form provided by Agent and agreed to by Borrower, duly executed by Borrower; (d) Agent shall have received the reaffirmation Warrants to be issued to the designees of the Lenders in forms provided by Agent and consent of each the Guarantors attached hereto as Exhibit Aagreed to by Borrower, duly executed and delivered by an authorized officer of each Guarantor.Borrower; (ce) After giving effect Agent shall have received a commitment fee in the amount of $10,000, which fee shall be fully earned and will be retained by Agent to be applied toward the Agent’s expenses and reasonable fees of Agent’s counsel; (f) Agent shall have received a consent from Comerica Bank with respect to the terms of this Amendment, the in form and substance reasonably acceptable to Agent; (g) The representations and warranties herein, in this Amendment and the Note Loan Agreement, and in the Note as amended by this Amendment, 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date).; and (dh) 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 entity against Broker/Dealer, any of the Guarantors, or Lender. (e) No Events of Acceleration Default or Event of Default shall have occurred and be continuing on the date hereof or shall result from the consummation as of the transactions contemplated herein. (f) Pursuant to Section 19(b) date of the Note Agreement, FINRA shall have provided prior written approval effectiveness of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Lender.

Conditions Precedent to Amendment. The satisfaction of each of the following following, unless waived or deferred by Agent in its sole discretion, shall constitute conditions precedent to the effectiveness of the this Amendment (such date being the “Amendment Effective Date”):and each and every provision hereof: (a) Lender Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) Lender Agent shall have received an amendment fee (the reaffirmation and consent “First Amendment Fee”) of each $100,000 (to be divided among the Guarantors attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each GuarantorLenders in accordance with their Pro Rata Shares). (c) After giving effect Agent shall have received a copy of an amendment to the Senior Loan Agreement, substantially the same in substance as this Amendment, duly executed by the parties thereto and in full force and effect. (d) The representations and warranties in this Amendment, the representations Loan Agreement and warranties herein, in the Note Agreement, and in the Note other Loan Documents 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date). (de) After giving effect to this Amendment, no Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date hereof. (f) 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 entity Governmental Authority against Broker/DealerBorrower, Parent, Agent or any Lender, or any of the Guarantors, or Lendertheir respective Affiliates. (e) No Events of Acceleration or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Lender.

Conditions Precedent to Amendment. The satisfaction of each of the following following, shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “Amendment Effective Date”): (a) Lender shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect.: (b) Lender a. Foothill shall have received the reaffirmation reaffir- mation and consent of each of the Guarantors Obligors (other than Borrower) attached hereto as Exhibit A, duly executed and delivered by an the respective authorized officer officials thereof; b. Foothill shall have received all required consents of Foothill's participants in the Obligations to Foothill's execution, delivery, and performance of this Amendment and each Guarantor.such consent shall be in form and substance satisfactory to Foothill, duly executed, and in full force and effect; (c) After giving effect to c. The representations and warranties in this Amendment, the representations and warranties herein, in the Note AgreementLoan Agreement as amended by this Amendment, and in the Note other Loan Documents 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date).; (d) d. No Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein; e. 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 entity authority against Broker/DealerBorrower, Foothill, or any of the Guarantors, or Lender.their Affiliates; (e) No Events of Acceleration or Event of Default f. The Collateral shall not have occurred and be continuing or shall result declined materially in value from the consummation of values set forth in the transactions contemplated herein.most recent appraisals or field examinations previously done by Foothill; and (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) g. All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, delivered or executed or recorded and shall be in form and substance reasonably satisfactory to LenderFoothill and its counsel.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of the this Amendment (such date being the “Amendment Effective Date”):and each and every provision hereof : (a) Lender Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) Lender Agent shall have received the a reaffirmation and consent of each substantially in the Guarantors form attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantor. (c) After giving effect Agent shall have received, for the benefit of the Lenders in accordance with their Pro Rata Shares, a non-refundable amendment fee of $150,000, which fee shall be fully earned and paid in full in cash in immediately available funds on or before the date hereof (Agent hereby is expressly authorized by Borrowers to this Amendment(i) charge such amount to Borrowers' Loan Account, and (ii) designate such amounts as an Advance under the Loan Agreement). (d) The representations and warranties herein, in the Note Agreement, herein and in the Note Loan Agreement and the other Loan Documents 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date). (de) No Default or Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein. (f) No Material Adverse Change shall have occurred since December 31, 2004. (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 and effect by any governmental entity Governmental Authority against Broker/Dealerany Borrower, any of the GuarantorsGuarantor, Agent, or any Lender. (e) No Events of Acceleration or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Lender.

Conditions Precedent to Amendment. The satisfaction of each of the following following, unless waived or deferred by Agent in its sole discretion, shall constitute conditions precedent to the effectiveness of the this Amendment (such date being the “Amendment Effective Date”):and each and every provision hereof: (a) Lender Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) Lender Agent shall have received the reaffirmation and consent of each of the Guarantors attached hereto as Exhibit AA (the "Consent"), duly executed and delivered by an authorized officer of each Guarantor. (c) After giving effect to The representations and warranties in this Amendment, the representations Loan Agreement and warranties herein, in the Note Agreement, and in the Note other Loan Documents 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date). (d) Borrower shall be in good standing in the jurisdiction of its incorporation and in each other jurisdiction in which any of Borrower's assets are located or in which Borrower's failure to be duly qualified or licensed would constitute a Material Adverse Change. (e) After giving effect to this Amendment, no Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein (f) 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 entity Governmental Authority against Broker/DealerBorrower, Agent or any Lender, or any of the Guarantors, or Lendertheir Affiliates. (e) No Events of Acceleration or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Lender.

Conditions Precedent to Amendment. The Section 2 of this Amendment shall be effective as of August 31, 2014 (the “Effective Date”), upon satisfaction of each of the following shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “Amendment Effective Date”):precedent: (a) Lender shall have received this Amendment, duly executed and delivered by the parties hereto, and the same shall be in full force and effect. (b) Lender shall have received a fully executed copy of an amendment to the reaffirmation Second Lien Credit Agreement and consent the same shall be (i) in form and substance satisfactory to Lender, and (ii) in full force and effect. (c) Lender shall have received (i) evidence that an additional $15,000,000 term loan has been funded under the Second Lien Loan Documents, and (ii) a fully executed copy of an amendment to the Intercreditor Agreement and the same shall be (x) in form and substance satisfactory to Lender, and (y) in full force and effect. (d) Lender shall have received an updated Schedule 2 to each Security Agreement, current as of the Guarantors date hereof, and in form satisfactory to Lender. (e) Lender shall have received an original of the Line of Credit Note in the form of Exhibit A attached hereto as Exhibit Ahereto, duly executed and delivered by an authorized officer of each GuarantorBorrower, and the same shall be in full force and effect. (cf) After giving effect to this Amendment, the representations and warranties herein, in the Note Agreement, herein and in the Note Credit Agreement and the other Loan Documents shall be true true, correct and correct complete 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true, correct and complete in all material respects as of such earlier date). (dg) 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 entity Governmental Authority against Broker/DealerBorrower, any of the GuarantorsSubsidiary Guarantor, or Lender. (eh) No Events of Acceleration After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Lender.

Conditions Precedent to Amendment. The satisfaction (or waiver in writing by the Lender) of each of the following shall constitute conditions precedent to the effectiveness of the this Amendment (such date being the “Amendment Effective Date”): (a) the Lender shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect.; (b) the Lender shall have received the reaffirmation all documents and consent of each the Guarantors attached hereto as Exhibit Ainstruments that Xxxxxx has then reasonably requested, duly executed in addition to those described in this Section 7. All such additional documents and delivered by an authorized officer of each Guarantor.instruments shall be reasonably satisfactory to Lender in form, substance and date; (c) After giving effect to this Amendment, the no event shall have occurred and be continuing that would constitute an Event of Default or a Default; (d) all representations and warranties herein, made by Borrower or any of its Affiliates in the Note Agreement, and in the Note any Loan Document shall be true and correct in all material respects (except that such without duplication of any materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofcontained therein) on and as of time of the date hereof, effectiveness hereof as though if such representations and warranties had been made on such date as of the time of the effectiveness hereof (except to the extent that any such representations representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and warranties relate solely to an earlier correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (d) 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 entity against Broker/Dealer, any of the Guarantors, or Lender.; and (e) No Events of Acceleration or Event of Default the Lender shall have occurred and be continuing or shall result from received a copy of an amendment to the consummation of the transactions contemplated herein. (f) Pursuant Second Lien Credit Agreement on substantially similar terms to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in a form and substance reasonably satisfactory acceptable to Lenderthe lender (the “Second Lien Amendment No. 2”).

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of the Amendment (the first date upon which all such date being conditions have been satisfied, the “"Amendment Effective Date”"): (a) Lender Agent shall have received this Amendment, duly executed by Parent, Borrower, Agent, and the parties hereto, Required Lenders and the same shall be in full force and effect. (b) Lender Agent shall have received the reaffirmation and consent of each the Guarantors Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantor. (c) After giving effect to this Amendment, the The representations and warranties herein, in the Note Agreement, herein and in the Note Credit Agreement and the other Loan Documents 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely 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). (d) 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 entity against Broker/Dealer, any of the Guarantors, or Lender. (e) No Events of Acceleration Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated hereincontinuing. (fe) Pursuant Borrower shall pay concurrently herewith all fees, costs, expenses and taxes then payable pursuant to Section 19(b) 17.10 of the Note Credit Agreement, FINRA shall have so long as Agent has provided prior written approval notice to Borrower of the amount thereof on or before the date of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Lender.

Conditions Precedent to Amendment. The satisfaction of each of the following following, on or before the Third Amendment Closing Deadline, unless waived or deferred by Foothill in its sole discretion, shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “Amendment Effective Date”):this Amendment: (a) Lender a. Foothill shall have received this Amendment, duly executed by a waiver fee in the parties hereto, and the same shall be amount of $10,000 from Borrower in full force and effectconnection herewith. (b) Lender b. Each of the Guarantors shall have executed and delivered a Guaranty Reaffirmation and Consent in form and substance satisfactory to Foothill; c. Foothill shall have received the reaffirmation acknowledgment and consent agreement of each of its Participants in the Guarantors attached hereto as Exhibit A, duly executed secured credit facilities extended to Borrower under the Agreement to this Amendment; d. The representations and delivered by an authorized officer of each Guarantor. (c) After giving effect to warranties in this Amendment, the representations and warranties herein, in the Note AgreementAgreement as amended by this Amendment, and in the Note other Loan Documents 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date).; e. No Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date hereof (d) except for and excluding those Events of Default specifically waived hereby), nor shall result from the consummation of the transactions contemplated herein; f. 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 entity authority against Broker/Dealer, any of the Guarantors, Borrower or Lender.Foothill; and (e) No Events of Acceleration or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) g. All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, delivered or executed or recorded and shall be in form and substance reasonably satisfactory to LenderFoothill and its counsel.

Conditions Precedent to Amendment. The satisfaction (or waiver in writing by Agent) of each of the following shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “Amendment Effective Date”): (a) Lender Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) Lender Agent shall have received a copy of an amendment to the reaffirmation Second Lien Credit Agreement, in form and consent of each the Guarantors attached hereto as Exhibit Asubstance reasonably satisfactory to Agent, duly executed by the parties hereto, and delivered by an authorized officer the same shall be in full force and effect as of each Guarantorthe Amendment Effective Date, together with a certificate of the Secretary of Parent certifying such document as being a true and correct copy thereof. (c) After giving effect to this Amendment, the representations and warranties contained herein, in the Note Credit Agreement, and in the Note other Loan Documents, in each case 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) on and as of the date hereof, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall continue to 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) as of such earlier date). (d) 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 entity Governmental Authority against Broker/Dealerany Borrower, any Guarantor, Agent, any other member of the GuarantorsLender Group, or Lenderany Bank Product Provider. (e) No Events of Acceleration Default or Event of Default shall have occurred and be continuing or as of the Amendment Effective Date, nor shall either result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) Borrowers shall pay concurrently with the closing of the Note Agreementtransactions evidenced by this Amendment, FINRA shall have provided prior written approval all fees, costs, expenses and taxes then payable pursuant to the Credit Agreement and Section 5 of this Amendment. (g) Agent shall have received, in immediately available funds, the Amendment Fee referred to in Section 6 hereof. (h) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to LenderAgent.

Conditions Precedent to Amendment. The satisfaction of each of the following following, on or before October __, 2001, unless waived or deferred by Foothill in its sole discretion, shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “Amendment Effective Date”):this Amendment: (a) Lender shall have received this Amendment, duly executed by the parties hereto, The representations and the same shall be warranties in full force and effect. (b) Lender shall have received the reaffirmation and consent of each the Guarantors attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantor. (c) After giving effect to this Amendment, the representations and warranties herein, in the Note AgreementAgreement as amended by this Amendment, and in the Note other Loan Documents 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date).; (db) No Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein; (c) 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 entity authority against Broker/Dealer, any of the Guarantors, Borrower or Lender.Foothill; and (e) No Events of Acceleration or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (gd) All other documents documents, agreements, instruments, and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, delivered or executed or recorded and shall be in form and substance reasonably satisfactory to LenderFoothill and its counsel. (e) The due execution and delivery of the following by each party hereto: (i) this Amendment; and

Conditions Precedent to Amendment. The satisfaction (or waiver in writing by Agent) of each of the following shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “Amendment Effective Date”): (a) Lender Agent shall have received this Amendment, duly executed by each of the parties heretoLoan Parties and each Lender. (b) The Designated Transaction shall have been consummated (or shall be consummated concurrently with the Amendment Effective Date) in accordance with the Designated Transaction Documents and all applicable requirements of law. (c) Agent shall have received a certificate from the Secretary of Parent, dated as of the Amendment Effective Date, attaching true, correct and copies of the certificate of merger with respect to the Designated Transaction for the State of Delaware, evidencing that such certificate of merger has been filed with the Delaware Secretary of State and the Merger Agreement and other Designated Transaction Documents. Such certificate from the Secretary of Parent shall certify that (i) the attached documents are true, correct and complete copies of the Designated Transaction Documents as of the Amendment Effective Date, (ii) all of the conditions to the effectiveness of the Designated Transaction Documents have been satisfied, (iii) such documents constitute all of the material Designated Transaction Documents, and (iv) each such document has been entered into by the same shall be applicable parties in compliance with all applicable laws and all necessary approvals and are in full force and effect. (bd) Lender Prior to or concurrently with the consummation of the Designated Transaction, (i) all 2013 Convertible Notes Indebtedness shall have been satisfied in full, (ii) all Liens securing the 2013 Convertible Notes Indebtedness shall have been released, and (iii) the 2013 Convertible Notes Intercreditor Agreement shall have been terminated, and Agent shall have received a copy of a release letter, in substantially the reaffirmation and consent form of each Exhibit A attached hereto, executed by Claritas Capital Management Services, Inc., in its capacity as the Guarantors attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantor2013 Convertible Notes Agent. (ce) Prior to or concurrently with the consummation of the Designated Transaction, (i) all 2016 Convertible Notes Indebtedness shall have been satisfied in full, (ii) all Liens securing the 2016 Convertible Notes Indebtedness shall have been released, and (iii) the 2016 Convertible Notes Intercreditor Agreement shall have been terminated, and Agent shall have received a copy of a release letter, in substantially the form of Exhibit B attached hereto, executed by Claritas Capital Management Services, Inc., in its capacity as the 2016 Convertible Notes Agent. (f) Prior to or concurrently with the consummation of the Designated Transaction, (i) all Permitted Mezzanine Debt (including any such Indebtedness owing to CareFirst Holdings, LLC and Xxxxx Fargo Central Pacific Holdings, Inc.) shall have been satisfied in full, (ii) all Liens securing Permitted Mezzanine Debt shall have been released, and (iii) each Permitted Mezzanine Debt Intercreditor Agreement in effect as of the date hereof (including (x) the Permitted Mezzanine Debt Intercreditor Agreement, dated December 19, 2017, between Agent and CareFirst Holdings, LLC, and (y) the Permitted Mezzanine Debt Intercreditor Agreement, dated June 11, 2018, between Agent and Xxxxx Fargo Central Pacific Holdings, Inc.) shall have been terminated, and Agent shall have received a copy of a release letter, in substantially the form of Exhibit C-1 attached hereto, executed by CareFirst Holdings, LLC, and a copy of a release letter, in substantially the form of Exhibit C-2 attached hereto, executed by Xxxxx Fargo Central Pacific Holdings, Inc. (g) Prior to or concurrently with the consummation of the Designated Transaction, (i) all Second Lien Indebtedness shall have been satisfied in full, (ii) all Liens securing the Second Lien Indebtedness shall have been released, and (iii) the Second Lien Intercreditor Agreement shall have been terminated, and Agent shall have received a copy of a payoff letter, in substantially the form of Exhibit D attached hereto, executed by Second Lien Agent, for itself and on behalf of the Second Lien Lenders. (h) Agent shall have received evidence, in form and substance satisfactory to Agent, that, prior to or concurrently with the consummation of the Designated Transaction, all Indebtedness outstanding under the Xx Xxxxxxx Subordinated Note shall have been satisfied in full, and Agent shall have received a copy of a payoff letter, in substantially the form of Exhibit E attached hereto, executed by Xxxxxx Xx Xxxxxxx. (i) Agent shall have received evidence, in form and substance satisfactory to Agent, that, prior to or concurrently with the consummation of the Designated Transaction, all Indebtedness outstanding under the Xxxxxx Note shall have been satisfied in full, and Agent shall have received a copy of a payoff letter, in substantially the form of Exhibit F attached hereto, executed by Xxxxxxx X. Xxxxxx XXX. (j) After giving effect to this AmendmentAmendment and the consummation of the Designated Transaction, the representations and warranties contained herein, in the Note Credit Agreement, and in the Note other Loan Documents, in each case 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) on and as of the date hereof, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall continue to 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) as of such earlier date). (dk) 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 entity Governmental Authority against Broker/Dealerany Loan Party, Agent, any other member of the GuarantorsLender Group, or Lenderany Bank Product Provider. (el) No Events of Acceleration or Event of Default shall have occurred and be continuing or as of the Amendment Effective Date, nor shall any Event of Default result from the consummation of the Designated Transaction or any of the other transactions contemplated herein. (fm) Pursuant to Section 19(b) Borrowers shall pay concurrently with the closing of the Note Agreementtransactions evidenced by this Amendment, FINRA shall have provided prior written approval all fees, costs, expenses and taxes then payable pursuant to the Credit Agreement and Section 7 of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Lender.

Conditions Precedent to Amendment. The This Amendment shall be effective upon the satisfaction or waiver of each of the following shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “Amendment Effective Date”):precedent: (a) Lender Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) Lender Agent shall have received evidence, in form satisfactory to it, regarding the reaffirmation and consent fair market value of each the Guarantors assets subject to the swaps identified on Schedule 1 attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantorhereto. (c) After giving effect to this Amendment, the The representations and warranties herein, in the Note Agreement, herein and in the Note Credit Agreement and the other Loan Documents as amended hereby shall be true true, correct and correct complete 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true, correct and complete in all material respects as of such earlier date). (d) Borrowers shall have paid to Agent, for the ratable benefit of the Lenders signatory hereto, an amendment fee of $70,000, which amendment fee shall be earned in full and due and payable on the date hereof. (e) Borrowers shall have paid all fees, costs, expenses and taxes then payable pursuant to the Credit Agreement as therein provided. (f) 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 entity Governmental Authority against Broker/Dealerany Loan Party, any of the GuarantorsAgent, or any Lender. (e) No Events of Acceleration or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Lender.

Conditions Precedent to Amendment. The satisfaction or waiver of each of the following shall constitute conditions precedent to the effectiveness of the this Amendment (such date being the “Amendment Effective Date”): (a) Lender Agent shall have received this Amendment, duly executed by the parties heretoBorrower and each of the Lenders, and the same shall be in full force and effect. (b) Lender Agent shall have received the reaffirmation and consent of each the Guarantors Guarantor, attached hereto as Exhibit AA (the “Reaffirmation and Consent”), duly executed and delivered by an authorized officer official of each such Guarantor.; (c) After Agent shall have received Amendment One to Fee Letter, in form and substance satisfactory to Agent, duly executed by the parties thereto, and the same shall be in full force and effect. (d) The representations and warranties herein and in the Credit Agreement and the other Loan Documents, after giving effect to this Amendment, the representations and warranties herein, in the Note Agreement, and in the Note 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) on and as of the date hereof, as though made on such the date hereof (except to the extent that such representations and warranties relate solely to an earlier date). (de) 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 entity Governmental Authority against Broker/DealerBorrower, any of the GuarantorsAgent, or any Lender. (ef) No Events of Acceleration After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (fg) Pursuant Agent shall have received, in immediately available funds, the Amendment Closing Fee (as such term is defined in Amendment One to Section 19(bFee Letter). (h) Agent shall have received a certificate from the Secretary of Borrower, dated as of the Note AgreementAmendment Effective Date, FINRA shall certifying that the resolutions of Borrower’s board of directors attached to the certificate from the Secretary of Borrower dated as of the Closing Date (i) have provided prior written approval not been amended, rescinded, or modified since their adoption and remain in full force and effect as of the Amendment Effective Date, and (ii) authorize Borrower’s execution, delivery, and performance of this Amendment, and approve the terms of, and the transactions contemplated herein, and the other Loan Documents executed concurrently herewith to which Borrower is a party. (gi) All other documents Agent shall have received a certificate from the Secretary of each Guarantor, dated as of the Amendment Effective Date, certifying that the resolutions of such Guarantor’s board of directors attached to the certificate from the Secretary of such Guarantor dated as of the Closing Date (i) have not been amended, rescinded, or modified since their adoption and legal matters remain in connection full force and effect as of the Amendment Effective Date, and (ii) authorize such Guarantor’s execution, delivery, and performance of the Reaffirmation and Consent executed concurrently with this Amendment to which such Guarantor is a party and the consummation of the transactions contemplated by this Amendment therein. (j) Agent shall have been deliveredreceived a certificate of status with respect to each Loan Party, executeddated as of a recent date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Loan Party, which certificate shall indicate that such Loan Party is in good standing in such jurisdiction. (k) Agent shall have received certificates of status with respect to each Loan Party, dated as of a recent date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Loan Party), in which the failure to be duly qualified or recorded and licensed would constitute a Material Adverse Change, which certificates shall be indicate that such Loan Party is in form and substance reasonably satisfactory to Lendergood standing in such jurisdiction).

Conditions Precedent to Amendment. The satisfaction (or waiver in writing by Agent) of each of the following shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “"Twenty-First Amendment Effective Date”"): (a) Lender The Twenty-First Amendment Effective Date shall occur on or prior to November 7, 2016. (b) Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (bc) Lender Agent shall have received an amendment fee letter (the reaffirmation "Twenty-First Amendment Fee Letter"), dated as of the date hereof, by and consent of each the Guarantors attached hereto as Exhibit Aamong Agent and Borrowers, in form and substance satisfactory to Agent, duly executed and delivered by an authorized officer of each Guarantorthe parties thereto. (cd) After giving effect to this Amendment, the The representations and warranties herein, in the Note Agreement, herein and in the Note Credit Agreement and the other Loan Documents as amended hereby shall be true true, correct and correct complete 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true, correct and complete in all material respects as of such earlier date). (de) No Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) 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 entity Governmental Authority against Broker/Dealerany Loan Party, any of the GuarantorsAgent, or any Lender. (eg) No Events of Acceleration or Event of Default Borrowers shall have occurred and be continuing or shall result from pay concurrently with the consummation closing of the transactions contemplated herein. (f) Pursuant evidenced by this Amendment, all fees, costs, expenses and taxes then payable pursuant to the Credit Agreement and Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval 6 of this Amendment. (gh) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to LenderAgent.

Conditions Precedent to Amendment. The Section 2 of this Amendment shall be effective as of October 24, 2014 (the “Effective Date”), upon satisfaction of each of the following shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “Amendment Effective Date”):precedent: (a) Lender shall have received this Amendment, duly executed and delivered by the parties hereto, and the same shall be in full force and effect. (b) Lender shall have received a $25,000 amendment fee, which amendment fee is earned in full and due and payable on the reaffirmation date hereof. (c) Lender shall have received an updated Schedule 2 to each Security Agreement, current as of the date hereof, and consent in form satisfactory to Lender. (d) Lender shall have received an original of each the Guarantors Line of Credit Note in the form of Exhibit A attached hereto as Exhibit Ahereto, duly executed and delivered by an authorized officer of each GuarantorBorrower, and the same shall be in full force and effect. (ce) After giving effect to this Amendment, the representations and warranties herein, in the Note Agreement, herein and in the Note Credit Agreement and the other Loan Documents shall be true true, correct and correct complete 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true, correct and complete in all material respects as of such earlier date). (df) 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 entity Governmental Authority against Broker/DealerBorrower, any of the GuarantorsSubsidiary Guarantor, or Lender. (eg) No Events of Acceleration After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Lender.

Conditions Precedent to Amendment. The satisfaction of each of the following following, unless waived or deferred by Foothill in its sole discretion, shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “Amendment Effective Date”):this Amendment: (a) Lender shall have received this Amendment, duly executed by the parties hereto, The representations and the same shall be warranties in full force and effect. (b) Lender shall have received the reaffirmation and consent of each the Guarantors attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantor. (c) After giving effect to this Amendment, the representations and warranties herein, in the Note AgreementAgreement as amended by this Amendment, and in the Note other Loan Documents 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date).; (db) No Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein; (c) 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 entity authority against Broker/Dealer, any of the Guarantors, Borrower or Lender.Foothill; (e) No Events of Acceleration or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (gd) All other documents documents, agreements, instruments, and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, delivered or executed or recorded and shall be in form and substance reasonably satisfactory to LenderFoothill and its counsel; (e) Foothill shall have received the Eighth Amendment Fee in full in immediately available funds, which Eighth Amendment Fee shall be paid by Borrower to Foothill by being charged to Borrower's Loan Account as of December 31, 2002; and (f) Foothill shall have received the reaffirmation and consent attached hereto as Exhibit A, duly executed and delivered by an authorized officer of Guarantor, and the same shall be in full force and effect.

Conditions Precedent to Amendment. The satisfaction (or waiver in writing by Agent) of each of the following shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “"Sixteenth Amendment Effective Date”"): (a) Lender The Sixteenth Amendment Effective Date shall occur on or prior to September 8, 2016. (b) Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (bc) Lender Agent shall have received an amendment fee letter, dated as of the reaffirmation date hereof, by and consent of each the Guarantors attached hereto as Exhibit Aamong Agent and Borrowers, in form and substance satisfactory to Agent, duly executed and delivered by an authorized officer of each Guarantorthe parties thereto. (cd) After giving effect to this Amendment, the The representations and warranties herein, in the Note Agreement, herein and in the Note Credit Agreement and the other Loan Documents as amended hereby shall be true true, correct and correct complete 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true, correct and complete in all material respects as of such earlier date). (de) No Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) 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 entity Governmental Authority against Broker/Dealerany Loan Party, any of the GuarantorsAgent, or any Lender. (eg) No Events of Acceleration or Event of Default Borrowers shall have occurred and be continuing or shall result from pay concurrently with the consummation closing of the transactions contemplated herein. (f) Pursuant evidenced by this Amendment, all fees, costs, expenses and taxes then payable pursuant to the Credit Agreement and Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval 6 of this Amendment. (gh) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to LenderAgent.

Conditions Precedent to Amendment. The satisfaction (or waiver in writing by Agent and the Lenders) of each of the following shall constitute conditions precedent to the effectiveness of the this Amendment (such date being the “Amendment Effective Date”): (a) Lender Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) Lender Agent shall have received a fully executed copy of the reaffirmation Amendment Number One to Term Loan Agreement, which shall be in form and consent of each the Guarantors attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantorsubstance satisfactory to Agent. (c) After giving effect to this Amendment, with respect to each Borrower and Parent, the representations and warranties contained herein, in the Note Credit Agreement, and in the Note other Financing Agreements, in each case, 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 as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties are true and correct in all respects subject to such qualification) on and as of the date hereof, to the same extent as though made on such and as of the date (hereof, except to the extent that such representations and warranties specifically relate solely to an earlier date (provided, that the representations and warranties in Section 8.10 of the Credit Agreement are expressly deemed to specifically relate to the Closing Date), in which case such representations and warranties shall have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date). (d) 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 entity against Broker/Dealer, any of the Guarantors, or Lender. (e) No Events of Acceleration or Event of Default shall have event has occurred and be is continuing or shall would result from the consummation of the transactions contemplated hereinherein that would constitute a Default or Event of Default. (fe) Pursuant Borrowers and Parent shall pay substantially concurrently with the closing of this Amendment, all fees, costs, expenses and taxes then payable pursuant to the Credit Agreement and Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval 6 of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Lender.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “Amendment Effective Date”): (a) Lender The Administrative Agent and the Origination Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) Lender The Administrative Agent and the Origination Agent shall have received a copy of an amendment to the reaffirmation Term Loan Agreement, in form and consent of each substance satisfactory to the Guarantors attached hereto as Exhibit AAdministrative Agent and the Origination Agent, duly executed and delivered by an authorized officer the parties thereto, and such document shall be in full force and effect as of each Guarantorthe Amendment Effective Date, together with a certificate of the Secretary of Ultimate Parent certifying such document as being a true and correct copy thereof. (c) The Administrative Agent and the Origination Agent shall have received that certain Amendment Number One Fee Letter, in form and substance satisfactory to the Origination Agent, by and among the Loan Parties and the Origination Agent (the “Amendment Fee Letter”). (d) After giving effect to this Amendment, the representations and warranties contained herein, in Article VI of the Note Agreement, Financing Agreement and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Note Amendment Effective Date, in each case, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that are already qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the date hereof as though made on and as of such date, except to the extent that such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified by as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date). (d) 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 entity against Broker/Dealer, any of the Guarantors, or Lender. (e) No Events of Acceleration Default or Event of Default shall have occurred and be continuing or as of the Amendment Effective Date (after giving effect to the waiver of the Designated Event of Default provided herein), nor shall either result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) Borrowers shall pay concurrently with the closing of the Note Agreementtransactions evidenced by this Amendment, FINRA shall have provided prior written approval all fees, costs, expenses and taxes then payable pursuant to the Financing Agreement and Section 6 of this Amendment. (g) The Origination Agent shall have received, in immediately available funds, the fees set forth in the Amendment Fee Letter. (h) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Lenderthe Administrative Agent and the Origination Agent.

Conditions Precedent to Amendment. The This Amendment shall become effective (the "Amendment No. 3 Effective Date") only upon satisfaction in full in the judgment of the Lenders of each of the following shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “Amendment Effective Date”):conditions: (a) Lender Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) Lender Agent shall have received the reaffirmation Reaffirmation and consent Consent in the form of each the Guarantors attached hereto as Exhibit AA hereto, duly executed by the Guarantors, and delivered by an authorized officer of each Guarantorthe same shall be in full force and effect. (c) After giving effect Agent shall have received evidence in form and substance satisfactory to this AmendmentAgent that the $2,000,000 advance payment previously made with respect to the Designated 747s shall have been refunded to Borrowers. (d) Agent shall have received the Xxxxx Stock Pledge Agreement, in form and substance satisfactory to Agent, duly executed by Xx. Xxxxxxx X. Smith. (e) Agent shall have received the results of lien searches against Xx. Xxxxxxx X. Smith from all applicable jurisdictions, which shall evidence that there are no liens of record against the Stock of Ventures Acquisition. (f) The Lenders shall have received copies of all financing proposals received by the Borrowers or their Affiliates with respect to the 747 Financing. (g) Agent shall have received copies of the 747 Financing Documents, certified by an officer of Evergreen Airlines as being true and correct. (h) The 747 Financing shall have been consummated in accordance with the 747 Financing Documents. (i) The representations and warranties herein, in the Note Agreement, herein and in the Note Loan Agreement and the other Loan Documents 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date). (dj) No Default or Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein. (k) 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 and effect by any governmental entity Governmental Authority against Broker/Dealerany Borrower, any of the GuarantorsGuarantor, Agent, or any Lender. (e) No Events of Acceleration or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Lender.

Conditions Precedent to Amendment. The satisfaction of each of the following following, unless waived or deferred by Foothill in its sole discretion, shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “Amendment Effective Date”):this Amendment: (a) Lender shall have received this Amendment, duly executed by the parties hereto, The representations and the same shall be warranties in full force and effect. (b) Lender shall have received the reaffirmation and consent of each the Guarantors attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantor. (c) After giving effect to this Amendment, the representations and warranties herein, in the Note AgreementAgreement as amended by this Amendment, and in the Note other Loan Documents 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date).; (db) No Default, Event of Default, or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein; (c) 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 entity authority against Broker/Dealer, any of the Guarantors, Borrower or Lender.Foothill; (e) No Events of Acceleration or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (gd) All other documents documents, agreements, instruments, and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, delivered or executed or recorded and shall be in form and substance reasonably satisfactory to LenderFoothill and its counsel; and (e) Foothill shall have received the Eleventh Amendment Fee in full in immediately available funds, which Eleventh Amendment Fee shall be paid by Borrower to Foothill by being charged to Borrower’s Loan Account as of the date hereof.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of the this Amendment (such date being the “Amendment Effective Date”):and each and every provision hereof: (a) Lender The Administrative Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) Lender The Administrative Agent shall have received the a reaffirmation and consent of each substantially in the Guarantors form attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantor. (c) After The Administrative Agent shall have received, on behalf of the Lenders, the principal payment of $1,750,000 that is due and payable in respect of the Term Loan on March 31, 2005 pursuant to Section 2.03(a) of the Financing Agreement. (d) The Administrative Agent shall have received, on behalf of the Lenders, a prepayment of principal in respect of the Term Loan in the amount of $18,250,000, which shall be applied by the Lenders in accordance with Section 2.05(d) of the Financing Agreement. (e) The Administrative Agent shall have received, on behalf of the Lenders in accordance with their respective Pro Rata Shares (after giving effect to this Amendmentthe payments referenced in clauses (c) and (d) above), an amendment fee of $787,500 in the aggregate. (f) The representations and warranties herein, in the Note Agreement, herein and in the Note Financing Agreement and the other Loan Documents 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) on and as of the date hereofhereof (after giving effect to the transactions contemplated herein), as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date). (dg) No Default or Event of Default shall have occurred and be continuing on the date hereof (after giving effect to the transactions contemplated herein), nor shall result from the consummation of the transactions contemplated herein. (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 entity Governmental Authority against Broker/DealerBorrower, any of the GuarantorsGuarantor, any Agent, or any Lender. (e) No Events of Acceleration or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Lender.

Conditions Precedent to Amendment. The satisfaction (or waiver in writing by Agent) of each of the following shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “"Fourteenth Amendment Effective Date”"): (a) Lender The Fourteenth Amendment Effective Date shall occur on or prior to August 17, 2016. (b) Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) Lender shall have received the reaffirmation and consent of each the Guarantors attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantor. (c) After giving effect to this Amendment, the The representations and warranties herein, in the Note Agreement, herein and in the Note Credit Agreement and the other Loan Documents as amended hereby shall be true true, correct and correct complete 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true, correct and complete in all material respects as of such earlier date). (d) No Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (e) 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 entity Governmental Authority against Broker/Dealerany Loan Party, any of the GuarantorsAgent, or any Lender. (e) No Events of Acceleration or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) Borrowers shall pay concurrently with the closing of the Note Agreementtransactions evidenced by this Amendment, FINRA shall have provided prior written approval all fees, costs, expenses and taxes then payable pursuant to the Credit Agreement and Section 6 of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to LenderAgent.

Conditions Precedent to Amendment. The satisfaction (or waiver in writing by Agent) of each of the following shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “"Twentieth Amendment Effective Date”"): (a) Lender the Twentieth Amendment Effective Date shall occur on or prior to October 19, 2016. (b) Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (bc) Lender Agent shall have received an amendment fee letter, dated as of the reaffirmation date hereof, by and consent of each the Guarantors attached hereto as Exhibit Aamong Agent and Borrowers, in form and substance satisfactory to Agent, duly executed and delivered by an authorized officer of each Guarantorthe parties thereto. (cd) After giving effect to this Amendment, the representations and warranties herein, in the Note Agreement, herein and in the Note Credit Agreement and the other Loan Documents as amended hereby shall be true true, correct and correct complete 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true, correct and complete in all material respects as of such earlier date). (de) no Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) 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 entity Governmental Authority against Broker/Dealerany Loan Party, any of the GuarantorsAgent, or any Lender. (eg) No Events of Acceleration or Event of Default Borrowers shall have occurred and be continuing or shall result from pay concurrently with the consummation closing of the transactions contemplated herein. (f) Pursuant evidenced by this Amendment, all fees, costs, expenses and taxes then payable pursuant to the Credit Agreement and Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval 6 of this Amendment. (gh) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to LenderAgent.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “Amendment Effective Date”):Amendment: (a) Lender Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) Lender shall have received the reaffirmation and consent of each the Guarantors attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantor. (c) After giving effect to this Amendment, the representations and warranties herein, in the Note Agreement, herein and in the Note Guaranty and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that are already are qualified or modified by materiality in the text thereof) on and as of the date hereof, hereof as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date). (dc) No injunctionlitigation, writinquiry, restraining orderother action or proceeding (governmental or otherwise), or injunction or other restraining 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 entity against Broker/Dealerbe pending or, any of to Guarantor’s knowledge, overtly threatened that could reasonably be expected to have: (i) a material adverse effect on Borrower’s ability to repay the GuarantorsLoans, (ii) a Material Adverse Effect on Borrower or Lender(iii) a material adverse effect on Guarantor’s ability to perform under the Guaranty. (ed) No Events After giving effect to this Amendment, no Event of Acceleration Default or Unmatured Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Lender.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “Amendment Effective Date”):Amendment: LEGAL_US_W#83424870.3 (a) Lender Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) Lender Agent shall have received the reaffirmation and consent of each the Guarantors Guarantor and Ares Management LLC attached hereto as Exhibit A, duly executed and delivered by an authorized officer officers of each GuarantorGuarantor and Ares Management LLC, respectively. (c) After giving effect to this Amendment, the representations and warranties herein, in the Note Agreement, herein and in the Note Credit Agreement and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that are already are qualified or modified by materiality in the text thereof) on and as of the date hereof, hereof as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date). (d) No injunctionlitigation, writinquiry, restraining orderother action or proceeding (governmental or otherwise), or injunction or other restraining 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 entity against Broker/Dealerbe pending or, any of to Borrower’s knowledge, overtly threatened that could reasonably could be expected to have: (i) a material adverse effect on Borrower’s ability to repay the Guarantors, Loans or Lender(ii) a Material Adverse Effect on Borrower. (e) No Events After giving effect to this Amendment, no Event of Acceleration Default or Unmatured Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to LenderAgent.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of the this Amendment (such date being the “Amendment Effective Date”):and each and every provision hereof: (a) Lender The Collateral Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) Lender The Collateral Agent shall have received the reaffirmation and consent of each the Guarantors Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantor.; (c) After giving effect to this Amendment, the representations and warranties herein, in the Note Agreement, herein and in the Note Financing Agreement and the other Loan Documents 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date). (d) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein. (e) 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 entity Governmental Authority against Broker/Dealerthe Borrower, any of the GuarantorsAgent, or any Lender. (e) No Events of Acceleration or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA The Collateral Agent shall have provided prior written approval received an amendment and waiver fee in the amount of this Amendment$225,000, which amendment and waiver fee shall be fully earned, non-refundable and due and payable on the date hereof. (g) All other documents and legal matters in connection The Borrower shall pay concurrently with the closing of the transactions contemplated evidenced by this Amendment shall have been deliveredAmendment, executedall fees, costs, expenses and taxes then payable pursuant to Sections 2.06 or recorded and shall be in form and substance reasonably satisfactory to Lender12.04 of the Financing Agreement.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “Amendment Effective Date”): (a) Lender Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) Lender Borrower shall have received paid in full the reaffirmation outstanding unpaid principal balance and consent of each all accrued and unpaid interest under the Guarantors attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each GuarantorTerm Loan. (c) After giving effect to this AmendmentAgent shall have received, in immediately available funds, the Amendment Fee referred to in Section 5 hereof. (d) The representations and warranties herein, in the Note Agreement, herein and in the Note Loan Agreement and the other Loan Documents 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date). (de) 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 entity Governmental Authority against Broker/Dealer, any of the Guarantors, Borrower or LenderAgent. (ef) No Events of Acceleration Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to LenderAgent.

Conditions Precedent to Amendment. The satisfaction of each of the following following, unless waived or deferred by Lender, shall constitute conditions precedent to the effectiveness of the this Amendment (such date being the “Amendment Effective Date”):and each and every provision hereof: (a) Lender shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect.; (b) Lender shall have received the reaffirmation and consent of each the Guarantors Guarantors, attached hereto as Exhibit A, duly executed and delivered by an authorized officer officers of each Guarantor.Guarantors; (c) After giving effect to The representations and warranties in this Amendment, the representations and warranties herein, in the Note AgreementAgreement as amended by this Amendment, and in the Note other Loan Documents 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) on and as of the date hereof, hereof as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date).; (d) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on the date hereof, or shall result from the consummation of the transactions contemplated herein; (e) 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 entity authority against Broker/DealerLender, any of the Guarantors, Parent or Lender. (e) No Events of Acceleration or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein.Borrower; and (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, delivered or executed or recorded and shall be in form and substance reasonably satisfactory to LenderLender and its counsel.

Conditions Precedent to Amendment. The satisfaction of each of the following on or before April 1, 1999, shall constitute conditions precedent to the effectiveness of this Amendment: a. Each Guarantor shall have executed and delivered the Amendment (such date being the “Amendment Effective Date”):Guaranty Reaffirmation and Consent in form and substance satisfactory to Foothill; (a) Lender b. Foothill shall have received an amendment fee in the amount of $10,000 in connection herewith; c. Borrower shall have executed and delivered an officer's certificate with respect to this Amendment, duly executed by the parties hereto, Sixth Amendment in form and the same shall be in full force and effect.substance satisfactory to Foothill; (b) Lender d. Foothill shall have received the reaffirmation acknowledgment and consent agreement of each of its Participants in the Guarantors attached hereto as Exhibit A, duly executed secured credit facilities extended to Borrower under the Agreement to this Amendment; e. The representations and delivered by an authorized officer of each Guarantor. (c) After giving effect to warranties in this Amendment, the representations and warranties herein, in the Note AgreementLoan Agreement as amended by this Amendment, and in the Note other Loan Documents 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date).; (d) f. No Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein; 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 entity authority against Broker/DealerBorrower, Foothill, or any of the Guarantors, or Lender.their Affiliates; (e) No Events of Acceleration or Event of Default h. The Collateral shall not have occurred and be continuing or shall result declined materially in value from the consummation of values set forth in the transactions contemplated herein.most recent appraisals or field examinations previously done by Foothill; and (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) i. All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, delivered or executed or recorded and shall be in form and substance reasonably satisfactory to LenderFoothill and its counsel.

Conditions Precedent to Amendment. The satisfaction (or waiver in writing by Agent) of each of the following shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “First Amendment Effective Date”): (a) Lender The First Amendment Effective Date shall occur prior to December 23, 2019. (b) Agent shall have received (i) this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect; and (ii) the reaffirmation and consent of each Guarantor attached hereto as Exhibit B, duly executed by the parties hereto, and the same shall be in full force and effect. (bc) Lender Agent shall have received a certificate from the reaffirmation and consent Secretary or other appropriate Officer of each Loan Party (i) attesting to the Guarantors attached hereto resolutions of such Loan Party’s board of directors or other appropriate governing body, as Exhibit Aapplicable, duly executed authorizing its execution, delivery, and delivered by an authorized officer performance of each Guarantor.the Loan Documents to which it is a party, (ii) authorizing specific officers of such Loan Party to execute the same, and (iii) attesting to the incumbency and signatures of such specific officers of such Loan Party (cd) After giving effect to this Amendment, the representations and warranties contained herein, in the Note Credit Agreement, and in the Note other Loan Documents, in each case 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) on and as of the date of the date hereof, as though made on such and as of the date hereof (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties 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) as of such earlier date). (de) 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 entity Governmental Authority against Broker/DealerBorrower, any Guarantor, Agent, any other member of the GuarantorsLender Group, or Lenderany Bank Product Provider. (ef) No Events of Acceleration Default or Event of Default shall have occurred and be continuing or as of the First Amendment Effective Date, nor shall either result from the consummation of the transactions contemplated herein. (fg) Pursuant to Section 19(b) Borrowers shall pay concurrently with the closing of the Note Agreementtransactions evidenced by this Amendment, FINRA shall have provided prior written approval all fees, costs, expenses and taxes then payable pursuant to the Credit Agreement and Section 6 of this Amendment. (gh) Agent shall have received updated pro forma Projections (after giving effect to the December 2019 Increase) for the Loan Parties and their Subsidiaries evidencing compliance on a pro forma basis with Section 7 of the Credit Agreement for the twelve months (on a month-by-month basis) immediately following the First Amendment Effective Date. (i) Agent shall have received a solvency certificate, in form and substance reasonably satisfactory to it, certifying as to the solvency of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Amendment. (j) In connection with the December 2019 Increase, if any Loan Party or any of its Subsidiaries owns or will acquire any Margin Stock, Agent shall have received an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such other documentation as Agent shall reasonably request, in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. (k) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to LenderAgent.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “Amendment Effective Date”): (a) Lender Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) Lender Agent shall have received the reaffirmation and consent of each the Guarantors Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized officer official of each Guarantor.; (c) Agent shall have received an Assignment and Acceptance from Union Bank, N.A, in form and substance satisfactory to Agent, duly executed by the parties thereto, and the same shall be in full force and effect; (d) Agent shall have received an Assignment and Acceptance from First Interstate Bank, in form and substance satisfactory to Agent, duly executed by the parties thereto, and the same shall be in full force and effect; (e) Agent shall have received in immediately available funds the fees payable to Agent under the Fee Letter in connection with the Increase; (f) After giving effect to this Amendment, the representations and warranties herein, in the Note Agreement, herein and in the Note Credit Agreement and the other Loan Documents shall be true true, correct and correct complete 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true, correct and complete in all material respects as of such earlier date). (dg) 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 entity Governmental Authority against Broker/DealerBorrower, any of the GuarantorsGuarantor, Agent, or any Lender. (eh) No Events of Acceleration After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (gi) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to LenderAgent.

Conditions Precedent to Amendment. The satisfaction of each of the following --------------------------------- following, on or before February 11, 2000, shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “Amendment Effective Date”):this Amendment: (a) Lender Foothill shall have received this Amendmentthe following documents, duly executed by the parties heretoexecuted, and the same each such document shall be in full force and effect: (i) this Amendment, and (ii) the Warrants; and (iii) the Registration Rights Agreement. (b) Lender shall have received the reaffirmation The representations and consent of each the Guarantors attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantor. (c) After giving effect to warranties in this Amendment, the representations and warranties herein, in the Note AgreementAgreement as amended by this Amendment, and in the Note other Loan Documents 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date).; (c) Foothill shall have received a Reaffirmation and Consent, in the form of Exhibit A attached hereto and incorporated herein by this reference, --------- duly executed by Holdings; (d) No Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein; (e) 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 entity authority against Broker/Dealer, any of the Guarantors, Borrower or Lender. (e) No Events of Acceleration or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein.Foothill; (f) Pursuant to Section 19(b) of the Note Agreement, FINRA Foothill shall have provided prior written approval received an amendment fee of $150,000, which fee shall be fully earned and non-refundable when paid, and shall be charged directly to Borrower's Loan Account immediately upon execution of this Amendment.; and (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, delivered or executed or recorded and shall be in form and substance reasonably satisfactory to LenderAgent and its counsel.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of the this Amendment (such date being the “Amendment Effective Date”):and each and every provision hereof: (a) Lender Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) Lender Agent shall have received the a reaffirmation and consent of each substantially in the Guarantors form attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantor. (c) Borrowers shall have paid to Agent, for WFF’s sole and separate account, an amendment fee of $50,000 (the “Tenth Amendment Fee”), which Tenth Amendment Fee shall be fully earned (and non-refundable) and paid in full by charging such fee to Borrowers’ Loan Account on the date hereof. (d) After giving effect to this Amendment, the representations and warranties herein, in the Note Agreement, herein and in the Note Credit Agreement, as amended hereby, and the other Loan Documents 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date). (de) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein. (f) 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 as of the date hereof by any governmental entity Governmental Authority against Broker/Dealerany Borrower, any of the GuarantorsGuarantor, Agent, or any Lender. (e) No Events of Acceleration or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Lender.

Conditions Precedent to Amendment. The satisfaction (or waiver in writing by Agent) of each of the following shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “"Eighteenth Amendment Effective Date”"): (a) Lender the Eighteenth Amendment Effective Date shall occur on or prior to September [29], 2016. (b) Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (bc) Lender Agent shall have received an amendment fee letter, dated as of the reaffirmation date hereof, by and consent of each the Guarantors attached hereto as Exhibit Aamong Agent and Borrowers, in form and substance satisfactory to Agent, duly executed and delivered by an authorized officer of each Guarantorthe parties thereto. (cd) After giving effect to this Amendment, the representations and warranties herein, in the Note Agreement, herein and in the Note Credit Agreement and the other Loan Documents as amended hereby shall be true true, correct and correct complete 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true, correct and complete in all material respects as of such earlier date). (de) no Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) 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 entity Governmental Authority against Broker/Dealerany Loan Party, any of the GuarantorsAgent, or any Lender. (eg) No Events of Acceleration or Event of Default Borrowers shall have occurred and be continuing or shall result from pay concurrently with the consummation closing of the transactions contemplated herein. (f) Pursuant evidenced by this Amendment, all fees, costs, expenses and taxes then payable pursuant to the Credit Agreement and Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval 6 of this Amendment. (gh) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to LenderAgent.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of the Amendment (the first date upon which all such date being conditions have been satisfied, the “Amendment Effective Date”): (a) Lender Agent shall have received this Amendment, duly executed by Parent, Borrower, Agent, and the parties hereto, Required Lenders and the same shall be in full force and effect. (b) Lender Agent shall have received the reaffirmation and consent of each the Guarantors Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantor. (c) After giving effect to this Amendment, the representations and warranties herein, in the Note Agreement, herein and in the Note Credit Agreement and the other Loan Documents 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely 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). (d) No injunctionAfter giving effect to this Amendment, 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 entity against Broker/Dealer, any of the Guarantors, or Lender. (e) No Events of Acceleration no Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated hereincontinuing. (fe) Pursuant Borrower shall pay concurrently herewith all fees, costs, expenses and taxes then payable pursuant to Section 19(b) 17.10 of the Note Credit Agreement, FINRA shall have so long as Agent has provided prior written approval notice to Borrower of the amount thereof on or before the date of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Lender.

Conditions Precedent to Amendment. The satisfaction (or waiver in writing by Administrative Agent) of each of the following shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “Amendment Effective Date”): (a) Lender Administrative Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) Lender shall have received the reaffirmation and consent of each the Guarantors attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantor. (c) After giving effect to this Amendment, the representations and warranties contained herein, in the Note Credit Agreement, and in the Note other Loan Documents, shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as of the date hereof, except that such materiality qualifier shall not be applicable to any (i) for purposes of this Section, the representations and warranties contained in Section 3.04(a) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) (subject, in the case of unaudited financial statements furnished pursuant to clause (b), to year-end audit adjustments and the absence of footnotes), respectively, of Section 5.01 of the Credit Agreement, (ii) to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date and (iii) to the extent that such representations and warranties are already are qualified or modified by materiality in the text thereof) on , they shall be true and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date)correct in all respects. (dc) 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 entity against Broker/Dealer, any of the Guarantors, or Lender. (e) No Events of Acceleration Default or Event of Default shall have occurred and be continuing or as of the Amendment Effective Date, nor shall either result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Lender.

Conditions Precedent to Amendment. The satisfaction of each of the following following, unless waived or deferred by Agent in its sole discretion, shall constitute conditions precedent to the effectiveness of the this Amendment (such date being the “Amendment Effective Date”):and each and every provision hereof: (a) Lender Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) Lender Agent shall have received the a reaffirmation and consent of each substantially in the Guarantors form attached hereto as Exhibit AA (the "Consent"), duly executed and delivered by an authorized officer of each Guarantor. (c) After giving effect to The representations and warranties in this Amendment, the representations Loan Agreement and warranties herein, in the Note Agreement, and in the Note other Loan Documents 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date). (d) After giving effect to this Amendment, no Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein. (e) 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 entity Governmental Authority against Broker/DealerBorrower, Holdings, Agent or any Lender, or any of the Guarantors, or Lender. (e) No Events of Acceleration or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated hereintheir respective Affiliates. (f) Pursuant to Section 19(b) Agent shall have received an amendment fee in the amount of $300,000, which amount Borrower and Holdings authorize Agent, for the benefit of the Note AgreementLender Group, FINRA shall have provided prior written approval of this Amendmentto charge to the Loan Account. (g) All other documents and legal matters in connection Borrower shall have complied with the transactions contemplated by following with respect to each Pledged Note or Real Estate Collateral added to Schedule A-1 of the Loan Agreement pursuant to this Amendment Amendment: (1) Agent shall have been deliveredreceived each of the following documents, executedas applicable, or recorded and shall be in form and substance reasonably satisfactory to LenderAgent, duly executed, and each such document shall be in full force and effect: (i) the Pledged Notes; (ii) the Pledged Deeds of Trust; (iii) the Pledged Note Endorsements; (iv) the Pledged Deed of Trust Assignments; (v) the Pledged Title Policies; (vi) the Pledged Title Policy Assignment Endorsements; (vii) the Pledged Note Obligor Notifications; and (viii) the Pledged Note Estoppels. (2) Agent shall have received real estate appraisals, in form and substance, and from real estate appraisers, satisfactory to Agent with respect to each additional parcel of Real Estate Collateral. (3) Agent shall have received title reports and title insurance policies, in form and substance, and from title companies, satisfactory to Agent with respect to each additional parcel of Underlying Real Property Collateral. (4) Agent shall have received an opinion of Obligor's counsel in form and substance satisfactory to Agent in its Permitted Discretion. (5) Agent shall have received such environmental reports with respect to the additional Real Estate Collateral, the environmental consultants retained for such reports, the scope of the reports, and the results of the reports shall be satisfactory to Agent, in its Permitted Discretion. (6) Agent shall have received, to its satisfaction, an assignment for the benefit of Lenders of the FF&E Reserves, if any, maintained by each Mortgagor of each additional parcel of Underlying Real Property Collateral which is subject to a Pledged Deed of Trust. (7) Agent shall have determined, to its satisfaction in its Permitted Discretion, the right of Agent, on behalf of the Lender Group, to change the flag under which the lodging operations are conducted on the Real Estate Collateral in the event Agent enters into possession and control thereof as a result of the exercise of remedies with respect to a Mortgage upon default by an Obligor, or the Pledged Notes or the Pledged Deeds of Trust upon default by a Mortgagor.

Conditions Precedent to Amendment. The satisfaction (or waiver in writing by Agent) of each of the following shall constitute conditions precedent to the effectiveness of the Amendment (the first date upon which all of such date being conditions are satisfied or waived in writing by Agent, the “Amendment Effective Date”): (a) Lender Agent shall have received this Amendment, duly executed by Agent, the parties heretoBorrowers, the Guarantors, and Lenders constituting the Required Lenders, and the same shall be in full force and effect. (b) Lender shall have received the reaffirmation and consent of each the Guarantors attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantor. (c) After giving effect to this Amendment, the representations and warranties contained herein, in the Note Credit Agreement, and in the Note other Loan Documents, in each case 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) on and as of the date hereof, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall continue to 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) as of such earlier date). (dc) 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 entity against Broker/Dealer, any of the Guarantors, or Lender. (e) No Events of Acceleration Default or Event of Default shall have occurred and be continuing or as of the Amendment Effective Date, nor shall either result from the consummation of the transactions contemplated herein. (fd) Pursuant Borrowers shall pay to Section 19(b) Agent and each Lender concurrently with the closing of the Note Agreementtransactions contemplated by this Amendment, FINRA shall have all fees, costs, expenses and taxes then payable pursuant to the Credit Agreement and Section 4 of this Amendment; provided that an invoice is provided to Borrowers not less than one Business Day prior written approval to the closing of the transactions contemplated by this Amendment. (ge) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to LenderAgent.

Conditions Precedent to Amendment. The satisfaction (or waiver in writing by Agent) of each of the following shall constitute conditions precedent to the effectiveness of the this Amendment (such date being the “Second Amendment Effective Date”): (a) Lender The Second Amendment Effective Date shall occur prior to May 19, 2014. (b) Agent shall have received (i) this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect, and (ii) the reaffirmation and consent of each Guarantor attached hereto as Exhibit A, duly executed by the parties hereto, and the same shall be in full force and effect. (bc) Lender Agent shall have received the reaffirmation three Assignment and consent of Acceptance Agreements, each the Guarantors attached hereto as Exhibit A, duly executed by the parties thereto, pursuant to which PennantPark Investment Corporation, Pennant Park Floating Rate Funding I, LLC, and delivered by an authorized officer PennantPark Credit Opportunities Fund, L.P. assign all of each Guarantortheir right, title and interest in and to the Converted Term Loan Portion to Xxxxx Fargo, and the same shall be in full force and effect. (cd) After giving effect to this Amendment, the representations and warranties contained herein, in the Note Credit Agreement, and in the Note other Loan Documents, in each case 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) on and as of the date hereof, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall continue to 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) as of such earlier date). (de) 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 entity Governmental Authority against Broker/Dealerany Borrower, any Guarantor, Agent, any other member of the GuarantorsLender Group, or Lenderany Bank Product Provider. (ef) No Events of Acceleration Default or Event of Default shall have occurred and be continuing or as of the Amendment Effective Date, nor shall either result from the consummation of the transactions contemplated herein. (fg) Pursuant to Section 19(b) Borrowers shall pay concurrently with the closing of the Note Agreementtransactions evidenced by this Amendment, FINRA shall have provided prior written approval all fees, costs, expenses and taxes then payable pursuant to the Credit Agreement and Section 6 of this Amendment. (gh) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to LenderAgent.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of this Amendment and each and every provision hereof (the Amendment (date such date being conditions precedent are satisfied, the “First Amendment Effective Date”): (a) Lender Agent (or its counsel) shall have received received, in form and substance satisfactory to Agent: (i) this Amendment, Amendment duly executed by the parties Agent, the Lenders party hereto, the Borrower, Parent and Sponsor; (ii) a certificate of the same shall be Secretary of State or other appropriate governmental official of the jurisdiction of incorporation or formation, as applicable, of each Loan Party, dated reasonably prior to the First Amendment Effective Date, stating that such Person is duly formed and in full force good standing in such jurisdiction; and (iii) evidence that the Borrower has paid to the Agent (i) an amendment fee in the amount of $60,608.97 and effect(ii) all other fees, expenses and reimbursement amounts due and payable to the Agent and Lenders (and reasonable evidence of which has been provided to Borrower) have been paid. (b) Lender shall have received the reaffirmation and consent of each the Guarantors attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantor. (c) After giving effect to this Amendment, the The representations and warranties herein, in the Note Agreement, and in the Note this Amendment 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date). (dc) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation As of the transactions contemplated herein shall have been issued date hereof and remain after giving effect to the waiver set forth in force by any governmental entity against Broker/DealerSection 2, any of the Guarantors, or Lender. (e) No Events of Acceleration or Event of Default no event shall have occurred and be continuing or shall would result from the consummation of the transactions contemplated hereinby this Amendment that would constitute an Event of Default or a Default. (fd) Pursuant to Section 19(b) As of the Note Agreementdate hereof, FINRA no Material Adverse Effect shall have provided prior written approval occurred and is continuing or would result from the consummation of the transactions contemplated by this Amendment. (ge) All other documents and legal matters in connection with the transactions contemplated by this Amendment Agent shall have been deliveredreceived such other information, executeddocuments, instruments or recorded and shall be in form and substance approvals as Agent or its counsel may reasonably satisfactory to Lenderrequest.

Conditions Precedent to Amendment. The satisfaction of each of the following on or before June 25, 1999, shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “Amendment Effective Date”):this Amendment: (a) Lender a. Foothill shall have received an amendment fee in the amount of $12,500 in connection herewith; b. Borrower shall have executed and delivered an officer's certificate with respect to this Seventh Amendment in form and substance satisfactory to Foothill; c. Borrower shall have delivered to Foothill, the Sixth Amendment, duly executed by the parties heretoBorrower, together with all agreements and the same shall be documents entered into or executed in full force and effect.connection therewith; (b) Lender d. Foothill shall have received the reaffirmation acknowledgment and consent agreement of each of its Participants in the Guarantors attached hereto as Exhibit A, duly executed secured credit facilities extended to Borrower under the Agreement to this Amendment; e. The representations and delivered by an authorized officer of each Guarantor. (c) After giving effect to warranties in this Amendment, the representations and warranties herein, in the Note AgreementLoan Agreement as amended by this Amendment, and in the Note other Loan Documents 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date).; (d) f. No Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein; 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 entity authority against Broker/DealerBorrower, Foothill, or any of the Guarantors, or Lender.their Affiliates; (e) No Events of Acceleration or Event of Default h. The Collateral shall not have occurred and be continuing or shall result declined materially in value from the consummation of values set forth in the transactions contemplated herein.most recent appraisals or field examinations previously done by Foothill; and (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) i. All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, delivered or executed or recorded and shall be in form and substance reasonably satisfactory to LenderFoothill and its counsel.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “Amendment Effective Date”): (a) Lender The Administrative Agent and the Origination Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) Lender The Administrative Agent and the Origination Agent shall have received a copy of an amendment to the reaffirmation Revolving Facility Agreement, in form and consent of each substance satisfactory to the Guarantors attached hereto as Exhibit AAdministrative Agent and the Origination Agent, duly executed and delivered by an authorized officer the parties thereto, and such document shall be in full force and effect as of each Guarantorthe Amendment Effective Date, together with a certificate of the Secretary of Ultimate Parent certifying such document as being a true and correct copy thereof. (c) The Administrative Agent and the Origination Agent shall have received that certain Amendment Number One Fee Letter, in form and substance satisfactory to the Origination Agent, by and among the Loan Parties and the Origination Agent (the “Amendment Fee Letter”). (d) After giving effect to this Amendment, the representations and warranties contained herein, in Article VI of the Note Agreement, Financing Agreement and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Note Amendment Effective Date, in each case, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that are already qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the date hereof as though made on and as of such date, except to the extent that such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified by as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date). (d) 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 entity against Broker/Dealer, any of the Guarantors, or Lender. (e) No Events of Acceleration Default or Event of Default shall have occurred and be continuing or as of the Amendment Effective Date (after giving effect to the waiver of the Designated Event of Default provided herein), nor shall either result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA The Origination Agent shall have provided prior written approval of this Amendmentreceived, in immediately available funds, the fees set forth in the Amendment Fee Letter. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Lenderthe Administrative Agent and the Origination Agent.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of the this Amendment and each and every provision hereof (such date being date, the “Fourth Amendment Effective Date”): (a) Lender Administrative Agent shall have received this Amendmentpayment in full in immediately available funds of the Amendment Fee; (b) Collateral Agent shall have received a funds flow agreement, in form and substance satisfactory to the Collateral Agent, duly executed by the parties hereto, and the same shall be in full force and effect.thereto; (bc) Lender Collateral Agent shall have received a participation agreement with respect to the Term Loan D, in form and substance satisfactory to the Collateral Agent, duly executed by the parties thereto; (d) Collateral Agent shall have received the reaffirmation Designated Purchase Agreement in draft form and consent of each in form and substance satisfactory to the Guarantors attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantor.Agents; (ce) After giving effect to this Amendment, the The representations and warranties herein, in the Note Agreement, herein and in the Note Financing Agreement and the other Loan Documents 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date).; (df) The Borrowers shall pay concurrently with the closing of the transactions evidenced by this Amendment, all fees, costs, expenses and taxes then payable pursuant to Section 12.04 of the Financing Agreement; (g) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on the date hereof; 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 entity Governmental Authority against Broker/Dealerthe Borrower, any of the GuarantorsGuarantor, any Agent, or any Lender. (e) No Events of Acceleration or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Lender.

Conditions Precedent to Amendment. The satisfaction (or waiver in writing by Agent and all of the Lenders) of each of the following shall constitute conditions precedent to the effectiveness of the this Amendment No. 4 (such date being the “Amendment Effective Date”): (a) Lender Agent shall have received this AmendmentAmendment No. 4, duly executed by the parties heretoBorrowers and their subsidiaries party hereto and by each of the Lenders, and the same shall be in full force and effect. (b) Lender shall have received the reaffirmation and consent of each the Guarantors attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantor. (c) After giving effect to this AmendmentAmendment No. 4, with respect to Global Parent and its Subsidiaries, the representations and warranties contained herein, in the Note Credit Agreement, and in the Note other Loan Documents, in each case, 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 as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties are true and correct in all respects subject to such qualification) on and as of the date hereof, to the same extent as though made on such and as of the date (hereof, except to the extent that such representations and warranties specifically relate solely to an earlier date), in which case such representations and warranties shall have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date. (dc) 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 entity against Broker/Dealer, any of the Guarantors, or Lender. (e) No Events of Acceleration or Event of Default shall have event has occurred and be is continuing or shall would result from the consummation of the transactions contemplated hereinherein that would constitute a Default or Event of Default. (fd) Pursuant to Section 19(b) Lead Borrower shall pay substantially concurrently with the closing of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated evidenced by this Amendment shall have been deliveredNo. 4, executedall fees, or recorded costs, expenses and shall be in form taxes then payable pursuant to the Credit Agreement and substance reasonably satisfactory to LenderSection 4 of this Amendment No. 4.

Conditions Precedent to Amendment. The satisfaction (or waiver in writing by Agent) of each of the following shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “"Twelfth Amendment Effective Date”"): (a) Lender The Twelfth Amendment Effective Date shall occur on or prior to July 8, 2016. (b) Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (bc) Lender Agent shall have received an amendment fee letter, dated as of the reaffirmation date hereof, by and consent of each the Guarantors attached hereto as Exhibit Aamong Agent and Borrowers, in form and substance satisfactory to Agent, duly executed and delivered by an authorized officer of each Guarantorthe parties thereto. (cd) After giving effect to this Amendment, the The representations and warranties herein, in the Note Agreement, herein and in the Note Credit Agreement and the other Loan Documents as amended hereby shall be true true, correct and correct complete 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 thereoftext (e) on No Default or Event of Default shall have occurred and as be continuing or shall result from the consummation of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date)transactions contemplated herein. (df) 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 entity Governmental Authority against Broker/Dealerany Loan Party, any of the GuarantorsAgent, or any Lender. (eg) No Events of Acceleration or Event of Default Borrowers shall have occurred and be continuing or shall result from pay concurrently with the consummation closing of the transactions contemplated herein. (f) Pursuant evidenced by this Amendment, all fees, costs, expenses and taxes then payable pursuant to the Credit Agreement and Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval 6 of this Amendment. (gh) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to LenderAgent.

Conditions Precedent to Amendment. The Lenders’ agreement herein to amend the Credit Agreement as of the Amendment Date is subject to the fulfillment to the satisfaction of each the Lenders of the following shall constitute conditions precedent on or prior to the effectiveness of the Amendment (such date being the “Amendment Effective Date”):date: (a) Lender The Borrower shall have received executed and delivered to the Agent a counterpart of this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) Lender shall have received the reaffirmation and consent of each the Guarantors attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantor. (c) After giving effect to this Amendment, the representations and warranties herein, in the Note Agreement, and in the Note 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date). (d) 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 entity against Broker/Dealer, any of the Guarantors, or Lender. (e) No Events of Acceleration or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and which shall be in form and substance reasonably satisfactory to Lenderthe Lenders; (b) The Borrower shall have executed and delivered to the Continuing Lender a promissory note evidencing each of Term Loan A, Term Loan B, Term Loan C and Term Loan D and a Splitter Agreement in connection therewith; (c) The Trust and the Subsidiary Guarantors shall have acknowledged and consented to the provisions of this Amendment; (d) The Borrower shall have made the principal, interest and any other payment required pursuant to this Amendment and PNC Bank, National Association shall have ceased to be a Lender under the Credit Agreement (and shall have acknowledged such event to the Agent); (e) The Borrower shall have paid to the Administrative Agent, for the accounts of the Continuing Lender or for its own account, as applicable, the fees and expenses payable as of the Closing Date in accordance with this Amendment, the Credit Agreement or any separate fee letter entered into by the Borrower and the Trust and the Administrative Agent; and (f) The Agent and the Majority Lenders shall have executed this Amendment.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “Ninth Amendment Effective Date”): (a) Lender Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) Lender Agent shall have received the reaffirmation and consent of each the Guarantors Guarantor attached hereto as Exhibit AB, duly executed and delivered by an authorized officer of each Guarantor. (c) Agent shall have received the Amendment to the Fourth Amended and Restated Fee Letter, dated as of the date hereof (the “Fee Letter Amendment”), duly executed by the parties hereto and shall be in form and substance reasonably satisfactory to Agent. (d) After giving effect to this Amendment, the representations and warranties herein, in the Note Agreement, herein and in the Note Credit Agreement and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that are already are qualified or modified by materiality in the text thereof) on and as of the date hereof, hereof as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date). (de) No injunctionlitigation, writinquiry, restraining orderother action or proceeding (governmental or otherwise), or injunction or other restraining 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 entity against Broker/Dealerbe pending or, any of to Xxxxxxxx’s knowledge, overtly threatened that could reasonably be expected to have: (i) a material adverse effect on Borrower’s ability to repay the Guarantors, Loans or Lender(ii) a Material Adverse Effect on Borrower. (ef) No Events After giving effect to this Amendment, no Event of Acceleration Default or Unmatured Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (fg) Pursuant to Section 19(b) of the Note Agreement, FINRA Agent shall have provided prior written approval of this Amendmentreceived, in immediately available funds, the Structuring Fee and the Ninth Amendment Extension Fee, in each case as defined in the Fee Letter. (gh) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to LenderAgent.

Conditions Precedent to Amendment. The satisfaction of each of the following unless waived or deferred by Administrative Agent, Collateral Agent, and the Lenders in their sole discretion, shall constitute conditions precedent to the effectiveness of the this Amendment (such date being the “Amendment Effective Date”):and each and every provision hereof: (a) Lender Collateral Agent shall have received this Amendment, each of the following documents duly executed by the parties heretoexecuted, and the same each such document shall be in full force and effect: (i) this Amendment; (ii) Term Note C; (iii) all other documents as may be required by Collateral Agent in connection with the transactions contemplated by this Amendment. (b) Lender shall have received The representations and warranties in the reaffirmation and consent of each the Guarantors attached hereto Loan Agreement as Exhibit A, duly executed and delivered amended by an authorized officer of each Guarantor. (c) After giving effect to this Amendment, and the representations and warranties herein, in the Note Agreement, and in the Note other Loan Documents 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date). (dc) 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 entity authority against Broker/Dealer, any of the Guarantors, Obligors or Lenderthe Lender Group. (ed) No Events of Acceleration Default or Event of Default shall have occurred and be continuing or on the date hereof, nor shall result from the consummation of the transactions contemplated herein. (fe) Pursuant to Section 19(b) of the Note Agreement, FINRA Collateral Agent shall have provided prior written approval received the reaffirmation and consent of this AmendmentQTI attached hereto as Exhibit A, duly executed and delivered by an authorized official of QTI. (gf) All other documents and legal matters in connection with the transactions contemplated by this Amendment Collateral Agent shall have been deliveredreceived the reaffirmation and consent of QFC attached hereto as Exhibit B, executed, or recorded duly executed and shall be in form and substance reasonably satisfactory to Lenderdelivered by an authorized official of QFC.

Conditions Precedent to Amendment. The satisfaction (or waiver in writing by Agent) of each of the following shall constitute conditions precedent to the effectiveness of this Amendment on the Amendment date hereof (such date being the “Amendment No. 8 Effective Date”): (a) Lender Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) Lender shall have received the reaffirmation and consent of each the Guarantors attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantor[Reserved]. (c) After 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, Agent, any other member of the Lender Group, or any Bank Product Provider. (d) Borrowers shall have paid, in immediately available funds, all Lender Group Expenses referred to in Section 10 hereof. (e) Other than any representations and warranties that would fail to be true and correct solely as a result of the occurrence and continuance of the Designated Events of Default, after giving effect to this Amendment, the representations and warranties herein, of each Loan Party or its Subsidiaries contained in the Note Agreement, and Credit Agreement or in the Note other Loan Documents 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) on and as of the date hereof, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall continue to 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) as of such earlier date). (df) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, Other than the consummation of the transactions contemplated herein shall have been issued and remain in force by any governmental entity against Broker/Dealer, any of the Guarantors, or Lender. (e) No Designated Events of Acceleration Default, no Default or Event of Default shall have occurred and be continuing or as of the Amendment No. 8 Effective Date, nor shall either result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Lender.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of the this Amendment (such date being the “Amendment Effective Date”):and each and every provision hereof: (a) Lender shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect.; (b) Lender shall have received the reaffirmation The representations and consent of each the Guarantors attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantor. (c) After giving effect to warranties in this Amendment, the representations and warranties herein, in the Note Loan Agreement, as amended by this Amendment, and in the Note other Loan Documents 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date).; (c) Borrower shall be in good standing in the jurisdiction of its incorporation and in each other jurisdiction in which any of Borrower’s assets are located or in which Borrower’s failure to be duly qualified or licensed would constitute a Material Adverse Change; (d) After giving effect to this Amendment, no Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein; and (e) 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 entity Governmental Authority against Broker/DealerBorrower or Lender, or any of the Guarantors, or Lendertheir Affiliates. (e) No Events of Acceleration or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Lender.

Conditions Precedent to Amendment. The satisfaction (or waiver in writing by Agent) of each of the following shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “Second Amendment Effective Date”): (a) Lender Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) Lender Agent shall have received the reaffirmation that certain Amendment Number One to Third Amended and consent of each the Guarantors attached hereto as Exhibit ARestated Fee Letter, duly executed by the parties thereto, and delivered by an authorized officer of each Guarantorthe same shall be in full force and effect. (c) After Agent shall have received a certificate of a Responsible Officer of the Administrative Borrower, on behalf of itself and each other Loan Party, certifying that (i) after giving effect to this Amendment, the representations and warranties contained herein, in the Note Credit Agreement, and in the Note other Loan Documents, in each case 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) on and as of the date hereof, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), in which case such representations and warranties shall continue to 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) as of such earlier date) and (ii) no Default or Event of Default shall have occurred and be continuing as of the Second Amendment Effective Date, nor shall either result from the consummation of the transactions contemplated herein. (d) 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 entity Governmental Authority against Broker/DealerBorrowers, any Guarantor, Agent, any other member of the GuarantorsLender Group, or Lenderany Bank Product Provider. (e) No Events of Acceleration or Event of Default To the extent invoiced at least one Business Day prior to the contemplated Second Amendment Effective Date, Borrowers shall have occurred and be continuing or shall result from pay concurrently with the consummation closing of the transactions contemplated herein. (f) Pursuant evidenced by this Amendment, all fees, costs, expenses and taxes then payable pursuant to the Credit Agreement and Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval 6 of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Lender.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of the this Amendment (such date being the “Amendment Effective Date”):and each and every provision hereof: (a) Lender Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) Lender Agent shall have received the a reaffirmation and consent of each substantially in the Guarantors form attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantor. (c) Borrowers shall have paid to Agent, for WFF’s sole and separate account, an amendment fee of $75,000 (the “Eleventh Amendment Fee”), which Eleventh Amendment Fee shall be fully earned (and non-refundable) and paid in full on the date hereof by charging such fee to Borrowers’ Loan Account. (d) After giving effect to this Amendment, the representations and warranties herein, in the Note Agreement, herein and in the Note Credit Agreement, as amended hereby, and the other Loan Documents 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date). (de) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein. (f) 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 as of the date hereof by any governmental entity Governmental Authority against Broker/Dealerany Borrower, any of the GuarantorsGuarantor, Agent, or any Lender. (e) No Events of Acceleration or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Lender.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “Fifth Amendment Effective Date”): (a) Lender Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) Lender Agent shall have received the reaffirmation and consent of each the Guarantors Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantor. (c) After giving effect to this Amendment, the representations and warranties herein, in the Note Agreement, herein and in the Note Credit Agreement and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that are already are qualified or modified by materiality in the text thereof) on and as of the date hereof, hereof as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date). (d) No injunctionlitigation, writinquiry, restraining orderother action or proceeding (governmental or otherwise), or injunction or other restraining 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 entity against Broker/Dealerbe pending or, any of to Borrower’s knowledge, overtly threatened that could reasonably be expected to have: (i) a material adverse effect on Borrower’s ability to repay the Guarantors, Loans or Lender(ii) a Material Adverse Effect on Borrower. (e) No Events After giving effect to this Amendment, no Event of Acceleration Default or Unmatured Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA Agent shall have provided prior written approval of this Amendmentreceived, in immediately available funds, the Fifth Amendment Fee referred to in Section 7 hereof. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to LenderAgent.

Conditions Precedent to Amendment. The satisfaction of each of the --------------------------------- following on or before, unless otherwise specified below, shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “Amendment Effective Date”): (a) Lender shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect.: (b) Lender a. Foothill shall have received the reaffirmation and consent of each the Guarantors attached hereto as Exhibit A, duly executed and delivered by an the --------- respective authorized officer officials thereof; b. Foothill shall have received all required consents of each Guarantor.Foothill's participants in the obligations to Foothill's execution, delivery, and performance of this Amendment; (c) After giving effect to c. The representations and warranties in this Amendment, the representations and warranties herein, in the Note AgreementAgreement as amended by this Amendment, and in the Note other Loan Documents 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date).; (d) d. No Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein; e. 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 entity authority against Broker/DealerBorrower, Foothill, or any of the Guarantors, or Lender.their Affiliates; (e) No Events of Acceleration or Event of Default f. The Collateral shall not have occurred and be continuing or shall result declined materially in value from the consummation values set forth in the most recent appraisals of the transactions contemplated herein.field examinations previously done by Foothill; (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) g. All other documents and legal matters in connection connections with the transactions contemplated by this Amendment shall have been delivered, executed, delivered or executed or recorded and shall be in form and substance reasonably satisfactory to LenderFoothill and its counsel.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of the Amendment (the first date upon which all such date being conditions have been satisfied, the “Amendment Effective Date”): (a) Lender Agent shall have received this Amendment, duly executed by Parent, Borrower, Agent, and the parties hereto, Required Lenders and the same shall be in full force and effect. (b) Lender Agent shall have received the reaffirmation and consent of each the Guarantors Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantor. (c) After giving effect to this Amendment, the The representations and warranties herein, in the Note Agreement, herein and in the Note Credit Agreement and the other Loan Documents 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely 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). (d) No injunctionAfter giving effect to this Amendment, 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 entity against Broker/Dealer, any of the Guarantors, or Lender. (e) No Events of Acceleration no Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated hereincontinuing. (fe) Pursuant Borrower shall pay concurrently herewith all fees, costs, expenses and taxes then payable pursuant to Section 19(b) 17.10 of the Note Credit Agreement, FINRA shall have so long as Agent has provided prior written approval notice to Borrower of the amount thereof on or before the date of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Lender.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of each of the Amendment amendments and modifications set forth in Section 2 above (the first date such date being conditions precedent are satisfied, the “Third Amendment Effective Date”): (a) Lender shall have received this Amendment, duly executed and delivered by the parties heretoCredit Parties, and the same shall be in full force and effect. (b) Lender shall have received the reaffirmation Amendment No. 2 to Agreement and consent Plan of each the Guarantors attached hereto as Exhibit AMerger, in form satisfactory to Lender, duly executed and delivered by an authorized officer of each Guarantor.the parties thereto, in substantially the form attached hereto as Exhibit A. (c) After giving effect Lender shall have received the Amendment No. 2 to this AmendmentExpense Reimbursement Waiver in form satisfactory to Lender, duly executed and delivered by the parties thereto, in substantially the form attached hereto as Exhibit B. (d) The representations and warranties herein, in the Note AgreementLoan Agreement shall be true, accurate, and in the Note shall be true and correct complete in all material respects (except that such without giving effect to any materiality qualifier shall not be applicable to any therein) as of the date hereof; provided that those representations and warranties that already are qualified expressly referring to a specific date shall be true, accurate, and complete in all material respects (without giving effect to any materiality qualifier therein) as of such date. (e) No Event of Default, or, other than a breach of Section 6(f) of the Loan Agreement which does not yet constitute an Event of Default, any event, condition, or modified by materiality in default that, with the text thereof) on giving of notice, the passage of time, or both, would be an Event of Default, shall have occurred and be continuing as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date). (d) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the nor shall result from consummation of the transactions contemplated herein shall have been issued and remain in force by any governmental entity against Broker/Dealer, any of the Guarantors, or Lender. (e) No Events of Acceleration or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Lender.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of the this Amendment (such date being the “Amendment Effective Date”):and each and every provision hereof: (a) Lender shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect.; (b) Lender shall have received the reaffirmation The representations and consent of each the Guarantors attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantor. (c) After giving effect to warranties in this Amendment, the representations and warranties herein, in the Note Loan Agreement, as amended by this Amendment, and in the Note other Loan Documents 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date).; (c) Borrower shall be in good standing in the jurisdiction of its incorporation and in each other jurisdiction in which any of Borrower’s assets are located or in which Borrower’s failure to be duly qualified or licensed would constitute a Material Adverse Change; (d) After giving effect to this Amendment, no Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein; (e) 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 entity Governmental Authority against Broker/DealerBorrower or Lender, or any of the Guarantors, or Lender. (e) No Events of Acceleration or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein.their Affiliates; and (f) Pursuant to Section 19(b) of the Note Agreement, FINRA Lender shall have provided prior written approval of this Amendmentreceived from Borrower an amendment fee equal to $25,000 in immediately available funds. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Lender.

Conditions Precedent to Amendment. The satisfaction (or waiver in writing by Agent) of each of the following shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “"Seventeenth Amendment Effective Date”"): (a) Lender the Seventeenth Amendment Effective Date shall occur on or prior to September 21, 2016. (b) Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (bc) Lender Agent shall have received an amendment fee letter, dated as of the reaffirmation date hereof, by and consent of each the Guarantors attached hereto as Exhibit Aamong Agent and Borrowers, in form and substance satisfactory to Agent, duly executed and delivered by an authorized officer of each Guarantorthe parties thereto. (cd) After giving effect Agent shall have received the Updated DIP Budget (as defined in the Amendment Number Sixteen Fee Letter), in form and substance reasonably satisfactory to this Amendment, Agent and which shall have been prepared by Financial Advisor (as defined in the Amendment Number Sixteen Fee Letter) in consultation with Borrowers' management. (e) the representations and warranties herein, in the Note Agreement, herein and in the Note Credit Agreement and the other Loan Documents as amended hereby shall be true true, correct and correct complete 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true, correct and complete in all material respects as of such earlier date). (df) no Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (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 entity Governmental Authority against Broker/Dealerany Loan Party, any of the GuarantorsAgent, or any Lender. (eh) No Events of Acceleration or Event of Default Borrowers shall have occurred and be continuing or shall result from pay concurrently with the consummation closing of the transactions contemplated herein. (f) Pursuant evidenced by this Amendment, all fees, costs, expenses and taxes then payable pursuant to the Credit Agreement and Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval 6 of this Amendment. (gi) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to LenderAgent.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “Amendment Effective Date”):Amendment: (a) Lender shall have received this Amendment, duly executed and delivered by the parties hereto, and the same shall be in full force and effect. (b) Lender shall have received a fully executed copy of an amendment to the reaffirmation Second Lien Credit Agreement and consent the same shall be (i) in form and substance satisfactory to Lender, and (ii) in full force and effect. (c) Lender shall have received (i) evidence that Second Lien Lender has funded an additional $5,000,000 term loan under the Second Lien Loan Documents, and (ii) a fully executed copy of an amendment to the Intercreditor Agreement and the same shall be (x) in form and substance satisfactory to Lender, and (y) in full force and effect. (d) Lender shall have received an updated Schedule 2 to each Security Agreement, current as of the Guarantors date hereof, and in form satisfactory to Lender. (e) Lender shall have received an original of the Line of Credit Note in the form of Exhibit A attached hereto as Exhibit Ahereto, duly and executed and delivered by an authorized officer of each GuarantorBorrower, and the same shall be in full force and effect. (cf) After giving effect to this Amendment, the representations and warranties herein, in the Note Agreement, herein and in the Note Credit Agreement and the other Loan Documents shall be true true, correct and correct complete 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true, correct and complete in all material respects as of such earlier date). (dg) 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 entity Governmental Authority against Broker/DealerBorrower, any of the GuarantorsSubsidiary Guarantor, or Lender. (eh) No Events of Acceleration After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Lender.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of this Amendment and each and every provision hereof (the Amendment (such date upon which all conditions precedent have been satisfied or waived by the Administrative Agent being herein called the “Eighth Amendment Effective Date”): (a) Lender The Collateral Agent shall have received this Amendment, duly executed by the parties heretohereto (which in respect of the Loan Parties shall be signed by the Executive Vice President and the Chief Financial Officer), and the same shall be in full force and effect. (b) Lender shall have received the reaffirmation and consent of each the Guarantors attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantor. (c) After giving effect to this Amendment, the representations and warranties herein, in the Note Agreement, herein and in the Note Financing Agreement and the other Loan Documents 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date). (c) No Default or Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein. (d) 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 entity Governmental Authority against Broker/Dealerany Loan Party, any of the GuarantorsAgent, or any Lender. (e) No Events of Acceleration or Event of Default The Borrower shall have occurred and be continuing or shall result from pay concurrently with the consummation closing of the transactions contemplated hereinevidenced by this Amendment, all fees, costs, expenses and taxes then payable pursuant to Section 2.06 or 12.04 (including the attorneys fees of the Agents incurred in connection with this Amendment) of the Financing Agreement. (f) Pursuant to Section 19(b) The Borrower shall, concurrently with the closing of the Note Agreement, FINRA shall have provided prior written approval of transactions evidenced by this Amendment, prepay the Term Loans in the amount of five million dollars ($5,000,000), which prepayment shall be applied to the outstanding principal amounts of the Term Loans on a pro rata basis. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment The Collateral Agent shall have been deliveredreceived the Tenth Amendment to the Foothill Loan Agreement, executed, or recorded and shall be in form and substance satisfactory to the Collateral Agent, duly executed by the parties thereto, and the same shall be in full force and effect. (h) The Collateral Agent shall have received Amendment Number Five to the Intercreditor Agreement, in form and substance satisfactory to the Collateral Agent, duly executed by the parties thereto, and the same shall be in full force and effect. (i) The Collateral Agent shall have received such other agreements, instruments, approvals, opinions and other documents as Agent may reasonably request. (j) The Collateral Agent shall have received evidence reasonably satisfactory to Lenderit of the permanent reduction to an aggregate commitment to make revolving loans of $30,000,000 under the Foothill Loan Agreement and the termination of all commitments in excess of $30,000,000 in the aggregate to make revolving loans to the Borrower under the Foothill Loan Agreement.

Conditions Precedent to Amendment. The satisfaction of each of the following unless waived or deferred by Administrative Agent, Collateral Agent, and the Required Lenders in their sole discretion, shall constitute conditions precedent to the effectiveness of the this Amendment (such date being the “Amendment Effective Date”):and each and every provision hereof: (a) Lender The Obligors shall have executed and delivered the November 2000 Subordinated Debt Documents. Collateral Agent shall have received this Amendmentcopies of each of the material November 2000 Subordinated Debt Documents, duly executed by the parties hereto, and the same each of which shall be in full force form and effectsubstance satisfactory to Administrative Agent and Collateral Agent and shall be accompanied by a certificate of the Secretary of QTI, dated as of the Fifth Amendment Effective Date, certifying each such document as being a true, correct, and complete copy thereof. (b) Lender Administrative Agent shall have received from the reaffirmation and consent Obligors the net cash proceeds from the consummation of each the Guarantors attached hereto as Exhibit A, duly executed and delivered transactions contemplated by an authorized officer of each Guarantorthe November 2000 Subordinated Debt Documents. (c) After giving effect to The representations and warranties in the Loan Agreement as amended by this Amendment, and the representations and warranties herein, in the Note Agreement, and in the Note other Loan Documents 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date). (d) 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 entity authority against Broker/Dealer, any of the Guarantors, Obligors or Lenderthe Lender Group. (e) No Events of Acceleration Default or Event of Default shall have occurred and be continuing or on the date hereof, nor shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA Collateral Agent shall have provided prior written approval received the reaffirmation and consent of this AmendmentQTI attached hereto as Exhibit A, duly executed and delivered by an authorized official of QTI. (g) All Collateral Agent shall have received the reaffirmation and consent of QFC attached hereto as Exhibit B, duly executed and delivered by an authorized official of QFC. (h) Collateral Agent shall have received (i) a copy of the June 1999 Subordinated Debt Amendment, in form and substance satisfactory to Collateral Agent, duly executed by the Obligors and the Purchasers identified therein, in connection with the June 1999 Subordinated Debt Documents and relative to the incurrence by QOC of the Subordinated Debt evidenced by the November 2000 Subordinated Debt Documents, and (ii) all other documents and legal matters as may be required by Collateral Agent in connection with the transactions contemplated by this Amendment shall have been deliveredAmendment, executedin each case, or recorded duly executed and shall be in form and substance reasonably satisfactory to Lenderdelivered by the parties thereto.

Conditions Precedent to Amendment. The satisfaction of each of the following unless waived or deferred by Lenders, in their sole discretion, shall constitute conditions precedent to the effectiveness of the this Amendment (such date being the “Amendment Effective Date”):and each and every provisions hereof: (a) Lender 4.1 Agent shall have received this Amendment, in form and substance satisfactory to Agent, duly executed by the parties each party hereto, and the same shall be in full force and effect.; (b) Lender shall have received the reaffirmation 4.2 The representations and consent of each the Guarantors attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantor. (c) After giving effect to warranties in this Amendment, the representations and warranties herein, in the Note AgreementLoan Agreement as amended by this Amendment, and in the Note other Loan Documents 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date).; 4.3 No Default or Event of Default (dexcept for the Events of Default specified in Sections 3.1 and 3.2) shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein; 4.4 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 entity Governmental Authority against Broker/DealerBorrower, Agent or any of the Guarantors, or Lender.Lenders; (e) No Events of Acceleration or Event of Default 4.5 Agent shall have occurred received executed copies of all agreements, instruments, and be continuing or shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) All other documents and legal matters entered into or executed in connection with the transactions contemplated by this Amendment shall have been deliveredXxxxxxxxx Indebtedness, executedincluding without limitation the Xxxxxxxxx Intercreditor Agreement, or recorded and each of which shall be in form and substance reasonably satisfactory to LenderAgent; and 4.6 Agent shall have received evidence satisfactory to Agent that the transactions to be consummated on the effectiveness of each of the agreements, instruments, and other documents entered into or executed in connection with the Xxxxxxxxx Indebtedness have been consummated.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of the this Amendment (such date being the “Amendment Effective Date”):and each and every provision hereof: (a) Lender Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) Lender Agent shall have received the a reaffirmation and consent of each substantially in the Guarantors form attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantor. (c) After giving effect Agent shall have received, for the benefit of the Lenders in accordance with their Pro Rata Shares, a non-refundable amendment fee of $50,000, which fee shall be fully earned and paid in full in cash in immediately available funds on or before the date hereof (Agent hereby is expressly authorized by Borrowers to this Amendment(i) charge such amount due and owing to Borrowers' Loan Account, and (ii) designate such amounts as an Advance under the Loan Agreement). (d) Agent shall have received that certain Amendment to Fee Letter dated of even date herewith by and between Agent, on the one hand, and the Borrowers, on the other hand (the "Amendment to Fee Letter"), and the Amendment to Fee Letter shall have been duly executed by the parties thereto, and the same shall be in full force and effect. (e) The representations and warranties herein, in the Note Agreement, herein and in the Note Loan Agreement and the other Loan Documents 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date). (df) No Default or Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein. (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 and effect by any governmental entity Governmental Authority against Broker/Dealerany Borrower, any of the GuarantorsGuarantor, Agent, or any Lender. (e) No Events of Acceleration or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Lender.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “Amendment Effective Date”): (a) Lender shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) Lender shall have received the reaffirmation and consent of each the Guarantors Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each the Guarantor. (c) After giving effect to this Amendment, the representations and warranties herein, in the Note Agreement, and in the Note 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date). (d) 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 entity against Broker/Dealer, any of the GuarantorsGuarantor, or Lender. (e) No Events of Acceleration or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Lender. (h) Lender shall have received, in immediately available funds, the Amendment Fee referred to in Section 7(b) hereof.

Conditions Precedent to Amendment. The satisfaction (or waiver in writing by Agents) of each of the following shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “Amendment Effective Date”):Amendment: (a) Lender Agents shall have received this Amendment, duly executed and delivered by the parties hereto, and the same shall be in full force and effect. (b) Lender Agents shall have received the a reaffirmation and consent of each substantially in the Guarantors form attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each GuarantorGuarantor which shall be in full force and effect. (c) Agents shall have received an amendment to the Term Loan Credit Agreement, duly executed and delivered by the parties thereto and in form and substance reasonably satisfactory to Agents. (d) After giving effect to this Amendment, the representations and warranties herein, in the Note Agreement, herein and in the Note Credit Agreement and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that are already are qualified or modified by materiality in the text thereof) on and as of the date hereof, hereof as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date). (de) No injunctionThere is no action, writsuit, restraining orderproceeding, or arbitration (irrespective of whether purportedly on behalf of any Loan Party or any of its subsidiaries) at law or in equity, or before or by any federal, state, municipal, or other order governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign, pending or, to the actual knowledge of Borrower, threatened in writing against or affecting any nature prohibitingLoan Party or any of its subsidiaries, directly that could reasonably be expected to have a Material Adverse Effect on any Loan Party or indirectlyany of its subsidiaries, or could reasonably be expected to materially and adversely affect such Person’s ability to perform its obligations under the consummation Loan Documents to which it is a party (including Borrower’s ability to repay any or all of the transactions contemplated herein shall have been issued and remain in force by any governmental entity against Broker/Dealer, any of the Guarantors, or LenderLoans when due). (ef) No Events of Acceleration After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to LenderAgent.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of each of the Amendment amendments and modifications set forth in Section 2 above (the first date such date being conditions precedent are satisfied, the “First Amendment Effective Date”): (a) Lender shall have received this Amendment, duly executed and delivered by the parties heretoCredit Parties, and the same shall be in full force and effect. (b) Lender shall have received the reaffirmation and consent of each the Guarantors attached hereto as Exhibit Aa merger agreement, in form satisfactory to Lender, duly executed and delivered by an authorized officer of each Guarantor.the parties thereto, in substantially the form attached hereto as Exhibit A. (c) After giving effect Lender shall have received an expense reimbursement waiver agreement, in form satisfactory to this AmendmentLender, duly executed and delivered by the parties thereto, in substantially the form attached hereto as Exhibit B. (d) Lender shall have received a stock purchase agreement, in form satisfactory to Lender, duly executed and delivered by the parties thereto, in substantially the form attached hereto as Exhibit C. (e) The representations and warranties herein, in the Note AgreementLoan Agreement shall be true, accurate, and in the Note shall be true and correct complete in all material respects (except that such without giving effect to any materiality qualifier shall not be applicable to any therein) as of the date hereof; provided that those representations and warranties that already are qualified expressly referring to a specific date shall be true, accurate, and complete in all material respects (without giving effect to any materiality qualifier therein) as of such date. (f) No Event of Default, or, other than a breach of Section 6(f) of the Loan Agreement which does not yet constitute an Event of Default, any event, condition, or modified by materiality in default that, with the text thereof) on giving of notice, the passage of time, or both, would be an Event of Default, shall have occurred and be continuing as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date). (d) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the nor shall result from consummation of the transactions contemplated herein shall have been issued and remain in force by any governmental entity against Broker/Dealer, any of the Guarantors, or Lender. (e) No Events of Acceleration or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Lender.

Conditions Precedent to Amendment. The satisfaction (or waiver in writing by Agent and Required Lenders) of each of the following shall constitute conditions precedent to the effectiveness of the this Amendment No. 2 (such date being the “Amendment Effective Date”): (a) Lender Agent shall have received this AmendmentAmendment No. 2, duly executed by the parties hereto, and the same shall be in full force and effect. (b) Lender Agent shall have received a copy of that certain Joinder and Amendment Number Three to ABL Credit Agreement, dated as of the date hereof, by and among the Borrowers, the other loan parties party thereto, the lenders party thereto and GACP, as agent, and the same shall be in full force and effect. (c) Agent shall have received the reaffirmation Consolidated, Supplemented, Amended and consent Restated Security Agreement, by and among the Grantors (as defined therein) and Kayne Solutions Fund, L.P., a Delaware limited partnership, as the Collateral Agent, dated as of each the Guarantors attached hereto as Exhibit Adate hereof, duly executed by the parties thereto, and delivered by an authorized officer of each Guarantorthe same shall be in full force and effect. (cd) Agent shall have received signed signature pages or joinders, as applicable, to the Term Notes from each of the Liberty Tax Entities. (e) After giving effect to this AmendmentAmendment No. 2, with respect to Global Parent and its Subsidiaries, the representations and warranties contained herein, in the Note Credit Agreement, and in the Note other Loan Documents, in each case, 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 as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties are true and correct in all respects subject to such qualification) on and as of the date hereof, to the same extent as though made on such and as of the date (hereof, except to the extent that such representations and warranties specifically relate solely to an earlier date), in which case such representations and warranties shall have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date. (df) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, Other than the consummation of the transactions contemplated herein shall have been issued and remain in force by any governmental entity against Broker/Dealer, any of the Guarantors, or Lender. (e) No Events of Acceleration or Specified Event of Default shall have Default, no event has occurred and be is continuing or shall would result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) herein that would constitute a Default or Event of the Note Agreement, FINRA shall have provided prior written approval of this AmendmentDefault. (g) All Agent shall have received (i) a certificate as to the good standing of each of the Liberty Tax Entities as of a recent date, from such Secretary of State or similar Governmental Authority; (ii) a certificate of the Secretary or other documents officer of each Liberty Tax Entity dated the Amendment Effective Date and legal matters certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Liberty Tax Entity as in effect on the Amendment Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Liberty Tax Entity on the Amendment Effective Date, which authorize the execution, delivery and performance, as applicable, of the Loan Documents and the applicable amendments and joinders thereto, and, in the case of the Borrowers, the borrowings thereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that attached thereto is a true and complete copy of the certificate or articles of incorporation or organization of each Liberty Tax Entity as in effect on the Amendment Effective Date and that such certificate or articles of incorporation have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection with herewith on behalf of such Liberty Tax Entity countersigned by another officer as to the transactions contemplated by this Amendment incumbency and specimen signature of the Secretary or other officer executing the certificate pursuant to clause (ii) above. (h) In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid, perfected security interest in personal property Collateral, Collateral Agent shall have been deliveredreceived: i. evidence satisfactory to Collateral Agent of the compliance by each of the Liberty Tax Entities of its obligations under the Collateral Documents to which it is a party (including, executedwithout limitation, its obligations to authorize or recorded execute, as the case may be, and deliver UCC financing statements, originals of securities, instruments and chattel paper, and any agreements governing deposit and/or securities accounts as provided therein), together with (A) appropriate financing statements on Form UCC 1 duly filed in such office or offices as may be necessary or, in the opinion of Collateral Agent, desirable to perfect the security interests purported to be created by each Collateral Document, and (B) evidence satisfactory to Agent of the filing of such UCC 1 financing statements, ii. subject to Section 8(c) below, original certificates (if any) with respect to all of the Capital Stock issued by each of the Liberty Tax Entities, together with undated powers executed in blank with respect thereto (provided, that any such certificates issued by any Person other than the Liberty Tax Entities shall only be required to be delivered on the date hereof to the extent timely received after using commercially reasonable efforts to obtain them), and iii. a completed Perfection Certificate Supplement, dated the date hereof and executed by an Authorized Officer of each of the Borrowers, together with all attachments contemplated thereby. (i) Lenders and their respective counsel shall have received executed copies of the favorable written opinions of counsel for the Loan Parties (other than for the Loan Parties organized under the laws of the state of Florida and the Loan Parties organized under the province of Ontario), as to such matters as Agent may reasonably request, dated as of the date hereof and otherwise in form and substance reasonably satisfactory to LenderAgent (and such counsel is hereby instructed to deliver such opinion to Lenders). (j) On the Amendment Effective Date, Agent shall have received a solvency certificate of the chief executive officer, chief operating officer or chief financial officer of the Lead Borrower substantially in the form of Exhibit F-2 of the Credit Agreement, dated as of the Amendment Effective Date and addressed to the Agent and Lenders. (k) Agent shall have received (i) copy of a duly executed payoff letter (“Payoff Letter”), in form and substance satisfactory to Agent, executed by CIBC Bank USA and acknowledged by Liberty Borrower and each other Liberty Tax Entity party thereto, together with (A) copies of UCC-3 termination statements or other appropriate termination statements, each in form and substance satisfactory to Agent, to be filed on or before the Amendment Effective Date and (B) any other releases, terminations or other documents reasonably required by Agent to evidence the payoff of Indebtedness owed by Liberty Borrower to CIBC Bank USA and (ii) evidence that Liberty Borrower’s obligations under the credit facility with CIBC Bank USA has been paid in full and all other Liens on assets of Liberty Borrower or any other Liberty Tax Entities party to such credit facility are or will be released and terminated in accordance with the Payoff Letter. (l) Lead Borrower shall pay substantially concurrently with the closing of the transactions evidenced by this Amendment No. 2, all fees, costs, expenses and taxes then payable pursuant to the Credit Agreement and Section 7 of this Amendment No. 2.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of the this Amendment (such date being the “Amendment Effective Date”):and each and every provision hereof: (a) Lender Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. (b) Lender Agent shall have received the a reaffirmation and consent of each substantially in the Guarantors form attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantor. (c) Borrowers shall have paid to Agent, for WFF’s sole and separate account, an amendment fee of $150,000 (the “Twelfth Amendment Fee”), which Twelfth Amendment Fee shall be fully earned (and non-refundable) and paid in full on the date hereof by charging such fee to Borrowers’ Loan Account. (d) After giving effect to this Amendment, the representations and warranties herein, in the Note Agreement, herein and in the Note Credit Agreement, as amended hereby, and the other Loan Documents 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) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date). (de) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein. (f) 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 as of the date hereof by any governmental entity Governmental Authority against Broker/Dealerany Borrower, any of the GuarantorsGuarantor, Agent, or any Lender. (e) No Events of Acceleration or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (f) Pursuant to Section 19(b) of the Note Agreement, FINRA shall have provided prior written approval of this Amendment. (g) All other documents and legal matters Borrower shall have paid all of the Lender Expenses incurred by Agent in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory the other transactions referred to Lenderherein.